10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

COMMISSION FILE NUMBER 000-22062

UWHARRIE CAPITAL CORP

(Exact name of registrant as specified in its charter)

NORTH CAROLINA	56-1814206
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

132 NORTH FIRST STREET ALBEMARLE, NORTH CAROLINA	28001
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone number, including area code: (704) 983-6181

Securities registered pursuant to Section 12(b) of the Act

NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $1.25 PER SHARE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    x  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    x  No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $34,633,462

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 7,593,929 shares of common stock outstanding as of March 6, 2009.

Documents Incorporated by Reference.

Portions of the Registrant’s 2008 Annual Report to Shareholders are incorporated by reference into Part II of this report. Portions of the Registrant’s definitive Proxy Statement dated March 31, 2009 are incorporated by reference into Part III of this report.

FORM 10-K CROSS REFERENCE INDEX

As indicated below, portions of (i) the Registrant’s Annual Report to Shareholders for the fiscal year ended December 31, 2008 and (ii) the Registrant’s Proxy Statement dated March 31, 2009 for the Annual Meeting of Shareholders to be held May 12, 2009 filed with the Securities and Exchange Commission via EDGAR are incorporated by reference into Parts II and III of this report.

Key
AR	Annual Report to Shareholders for the fiscal year ended December 31, 2008
Proxy	Proxy Statement dated March 31, 2009 for Annual Meeting of Shareholders to be held May 12, 2009
10-K	10-K for the fiscal year ended December 31, 2008

		Document
Part I
Item 1.	Business	Page 3	10-K
Item 1A.	Risk Factors	Page 15	10-K
Item 1B.	Unresolved Staff Comments	Page 15	10-K
Item 2.	Properties	Page 15	10-K
Item 3.	Legal Proceedings	Page 16	10-K
Item 4.	Submission of Matters to a Vote of Security Holders	Page 16	10-K
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	Pages 16-17	10-K
Item 6.	Selected Financial Data	Page 46	AR
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	Page 47	AR
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	Page 18	10-K
Item 8.	Financial Statements and Supplementary Data	Page 8	AR
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Page 19	10-K
Item 9A(T).	Controls and Procedures	Pages 19-20	10-K
Item 9B.	Other Information	Page 20	10-K
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	Pages 20	Proxy
Item 11.	Executive Compensation	Pages 20	Proxy
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	Page 21	10-K
Item 13.	Certain Relationships and Related Transactions, and Director Independence	Pages 21, 17-18	Proxy
Item 14.	Principal Accountant Fees and Services	Page 21	Proxy
Part IV
Item 15.	Exhibits and Financial Statement Schedules	Pages 21-23	10-K

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PART I

Item 1. Business

Uwharrie Capital Corp (the “Company”) is a North Carolina bank holding company. The Company was organized on July 1, 1993 to become the bank holding company for the Bank of Stanly (“Stanly”), a North Carolina commercial bank chartered on September 28, 1983 and its three wholly-owned subsidiaries, The Strategic Alliance Corporation (“Strategic Alliance”), BOS Agency, Inc. (“BOS Agency”) and Gateway Mortgage, Inc. (“Gateway”), a mortgage brokerage company acquired in August 2000. The Company also owns two non-bank subsidiaries, Strategic Investment Advisors, Inc. formed in 1999 and Uwharrie Mortgage, Inc. formed in 2004.

On January 19, 2000, the Company completed its acquisition of Anson BanCorp, Inc. and its subsidiary, Anson Savings Bank. The savings bank retained its North Carolina savings bank charter and became a wholly-owned subsidiary of the Company. The savings bank operates under the name Anson Bank & Trust Co. (“Anson”).

During 2002, the Company expanded its service area into the Cabarrus County market with two banking offices of Stanly. On April 10, 2003 the Company capitalized a new wholly-owned subsidiary bank, Cabarrus Bank & Trust Company (“Cabarrus” and together with Stanly and Anson, the “Banks”). As of that date, Cabarrus purchased the two branch offices of Stanly located in Cabarrus County in order to commence operation.

The Company and its subsidiaries are located in Stanly County, Anson County and Cabarrus County, North Carolina. The Company is community oriented, emphasizing the well-being of the people in its region above financial gain in directing its corporate decisions. In order to best serve its communities, the Company believes it must remain a strong, viable, independent financial institution. This means that the Company must evolve with today’s quickly changing financial services industry. In 1993, the Company implemented its current strategy to remain a strong, independent community financial institution that is competitive with larger institutions and allows its service area to enjoy the benefits of a local financial institution and the strength its capital investment provides the community. This strategy consists of developing and expanding the Company’s technological capabilities while recruiting and maintaining a workforce sensitive to the financial services needs of its customers. This strategy has provided the Company with the capacity to grow and leverage the high cost of delivering competitive services.

At December 31, 2008 the Company and related subsidiaries had 149 full-time and 29 part-time employees.

Business of the Banks

Stanly is a North Carolina chartered commercial bank, which was incorporated in 1983 and which commenced banking operations on January 26, 1984. Its main banking office is located at 167 North Second Street, Albemarle, North Carolina, and it operates four other banking offices located in Stanly County, North Carolina. Stanly is the only commercial bank headquartered in Stanly County.

Its operations are primarily retail oriented and directed to individuals and small to medium-sized businesses located in its market area, and its deposits and loans are derived primarily from customers in its geographical market. Stanly provides traditional commercial and consumer banking services, including personal and commercial checking and savings accounts, money market accounts, certificates of deposit, individual retirement accounts, and related business and individual banking services. Stanly’s lending activities include commercial loans and various consumer-type loans to individuals, including installment loans, mortgage loans, equity lines of credit and overdraft checking credit. Stanly also offers internet banking, 24-hour

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telephone banking, and issues Visa^® check cards, an electronic banking card, which functions as a point-of-sale card and allows its customers to access their deposit accounts at four branches of Stanly and at most automated teller machines of other banks linked to the STAR^® or CIRRUS^® networks. Stanly is licensed to offer MasterCard^® credit cards. Stanly does not provide the services of a trust department.

Anson, acquired by the Company on January 19, 2000, was originally chartered in 1889 as Anson Building and Loan Association, a North Carolina chartered mutual savings institution. Later changed to Anson Savings Bank, it was converted to a stock-chartered institution in June 1998. As a subsidiary of the Company, Anson provides the same level of financial services to the Anson County market as those of Stanly described above. Its main office and banking location is 211 South Greene Street in Wadesboro, North Carolina.

Cabarrus, which opened on April 10, 2003, is a full-service commercial bank located in Cabarrus County. Its main office is located at 25 Palaside Drive, NE in Concord, North Carolina and it operates another branch in Mt. Pleasant, North Carolina. As a subsidiary of the Company, Cabarrus provides the same level of financial services as the Company’s other banking subsidiaries.

Non-bank Subsidiaries

Stanly has three wholly-owned subsidiaries, BOS Agency, Strategic Alliance and Gateway. BOS Agency was formed during 1987 and engages in the sale of various insurance products, including annuities, life insurance, long-term care, disability insurance and Medicare supplements. Strategic Alliance was formed during 1989 as BOS Financial Corporation and, during 1993, adopted its current name. It is registered with the Securities and Exchange Commission and licensed by the Financial Industry Regulatory Authority (“FINRA”) as a securities broker-dealer. Gateway is a mortgage brokerage company, acquired by Stanly in 2000.

The Company has two non-bank subsidiaries. Strategic Investment Advisors Inc., which is registered as an investment advisor with the Securities and Exchange Commission, began operations on April 1, 1999 and provides portfolio management services to customers in the Uwharrie Lakes Region. The Company established Uwharrie Mortgage, Inc., a subsidiary to serve in the capacity of trustee and substitute trustee under deeds of trust.

Competition

Commercial banking in North Carolina is extremely competitive, due in large part to statewide branching. The Company encounters significant competition from a number of sources, including other bank holding companies, commercial banks, thrift and savings and loan institutions, credit unions, and other financial institutions and financial intermediaries.

Among commercial banks, Stanly, Anson and Cabarrus compete in their market areas with some of the largest banking organizations in the state, several of which have hundreds of branches in North Carolina and billions of dollars in assets. Moreover, competition is not limited to financial institutions based in North Carolina. The enactment of federal legislation authorizing nationwide interstate banking has greatly increased the size and financial resources of some of the Company’s competitors. Consequently, some competitors have substantially higher lending limits due to their greater total capitalization, and may perform functions for their customers that the Company currently does not offer. As a result, the Company could encounter increased competition in the future that may limit its ability to maintain or increase its market share or otherwise materially and adversely affect its business, results of operations and financial condition.

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Each of the Banks depends on its reputation as a community bank in its local market, direct customer contact, its ability to make credit and other business decisions locally, and personalized service to counter these competitive disadvantages.

Exposure to Local Economic Conditions

The Company’s success is dependent to a significant extent upon economic conditions in Stanly, Anson and Cabarrus Counties, and more generally, in the Uwharrie Lakes Region. In addition, the banking industry in general is affected by economic conditions such as inflation, recession, unemployment and other factors beyond the Company’s control. Economic recession over a prolonged period or other economic dislocation in Stanly, Anson and Cabarrus Counties and the Uwharrie Lakes Region could cause increases in non-performing assets and impair the values of real estate collateral, thereby causing operating losses, diminishing liquidity and erosion of capital. Although management believes its loan policy and review process results in sound and consistent credit decisions on its loans, there can be no assurance that future adverse changes in the economy in the Company’s market area would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Impact of Technological Advances; Upgrade to Company’s Infrastructure

The banking industry is undergoing, and management believes it will continue to undergo, technological changes with frequent introductions of new technology-driven products and services, such as internet banking. In addition to improving customer services, the effective use of technology increases efficiency and enables financial institutions to reduce costs. The Company’s future success will depend, in part, on its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience as well as enhance efficiencies in the Company’s operations. Management believes that keeping pace with technological advances is critical for the Company in light of its strategy to continue its sustained pace of growth. As a result, the Company intends to continue to upgrade its internal systems, both through the efficient use of technology (including software applications) and by strengthening its policies and procedures. At the same time, the Company anticipates that it will expand its array of technology-based products to its customers.

Regulation of the Company

Federal Regulation. The Company is subject to examination, regulation and periodic reporting under the Bank Holding Company Act of 1956, as amended, (the “BHC Act”), as administered by the Federal Reserve Board. The Federal Reserve Board has adopted capital adequacy guidelines for bank holding companies on a consolidated basis.

The Company is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval is required for the Company to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after giving effect to such acquisition, it would, directly or indirectly, own or control more than five percent of any class of voting shares of such bank or bank holding company.

The merger or consolidation of the Company with another bank holding company, or the acquisition by the Company of the stock or assets of another bank, or the assumption of liability by the Company to pay any deposits in another bank, will require the prior written approval of the primary federal bank regulatory agency of the acquiring or surviving bank under the federal Bank Merger Act. This decision is based upon a consideration of statutory factors similar to those outlined above with respect to the BHC Act. In addition, in certain such cases an application to, and the prior approval of, the Federal Reserve Board under the BHC Act and/or the North Carolina Banking Commission may be required.

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The Company is required to give the Federal Reserve Board prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the Company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. Such notice and approval is not required for a bank holding company that would be treated as “well capitalized” and “well managed” under applicable regulations of the Federal Reserve Board, that has received a composite “1” or “2” rating at its most recent bank holding company examination by the Federal Reserve Board, and that is not the subject of any unresolved supervisory issues.

The status of the Company as a registered bank holding company under the BHC Act does not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.

In addition, a bank holding company is prohibited generally from engaging in non-banking activities, or acquiring five percent or more of any class of voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be so closely related to banking as to be a proper incident thereto are:

• making or servicing loans;

• performing certain data processing services;

• providing discount brokerage services;

• acting as fiduciary, investment or financial advisor;

• leasing personal or real property;

• making investments in corporations or projects designed primarily to promote community welfare; and

• acquiring a savings and loan association.

In evaluating a written notice of such an acquisition, the Federal Reserve Board will consider various factors, including among others the financial and managerial resources of the notifying bank holding company and the relative public benefits and adverse effects which may be expected to result from the performance of the activity by an affiliate of such company. The Federal Reserve Board may apply different standards to activities proposed to be commenced de novo and activities commenced by acquisition, in whole or in part, of a going concern. The required notice period may be extended by the Federal Reserve Board under certain circumstances, including a notice for acquisition of a company engaged in activities not previously approved by regulation of the Federal Reserve Board. If such a proposed acquisition is not disapproved or subjected to conditions by the Federal Reserve Board within the applicable notice period, it is deemed approved by the Federal Reserve Board.

However, with the passage of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (the “Modernization Act”), which became effective on March 11, 2000, the types of activities in which bank holding companies may engage were significantly expanded. Subject to various limitations, the Modernization Act generally permits a bank holding company to elect to become a “financial holding company.” A financial holding company may affiliate with securities firms and insurance companies and engage in other activities that are “financial in nature.” Among the activities that are deemed “financial in nature” are, in addition to traditional lending

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activities, securities underwriting, dealing in or making a market in securities, sponsoring mutual funds and investment companies, insurance underwriting and agency activities, certain merchant banking activities and activities that the Federal Reserve Board considers to be closely related to banking.

A bank holding company may become a financial holding company under the Modernization Act if each of its subsidiary banks is “well capitalized” under the Federal Deposit Insurance Corporation Improvement Act prompt corrective action provisions, is well managed, and has at least a satisfactory rating under the Community Reinvestment Act. In addition, the bank holding company must file a declaration with the Federal Reserve Board that the bank holding company wishes to become a financial holding company. A bank holding company that falls out of compliance with these requirements may be required to cease engaging in some of its activities.

Under the Modernization Act, the Federal Reserve Board serves as the primary “umbrella” regulator of financial holding companies, with supervisory authority over each parent company and limited authority over its subsidiaries. Expanded financial activities of financial holding companies generally will be regulated according to the type of such financial activity: banking activities by banking regulators, securities activities by securities regulators, and insurance activities by insurance regulators. The Modernization Act also imposes additional restrictions and heightened disclosure requirements regarding private information collected by financial institutions. The Company has not elected to become a financial holding company.

Capital Requirements. The Federal Reserve Board uses capital adequacy guidelines in its examination and regulation of bank holding companies. If capital falls below minimum guidelines, a bank holding company may, among other things, be denied approval to acquire or establish additional banks or non-bank businesses.

The Federal Reserve Board’s capital guidelines establish the following minimum regulatory capital requirements for bank holding companies:

• a leverage capital requirement expressed as a percentage of total assets;

• a risk-based requirement expressed as a percentage of total risk-weighted assets; and

• a Tier 1 leverage requirement expressed as a percentage of total assets.

The leverage capital requirement consists of a minimum ratio of total capital to total assets of 4%, with an expressed expectation that banking organizations generally should operate above such minimum level. The risk-based requirement consists of a minimum ratio of total capital to total risk-weighted assets of 8%, of which at least one-half must be Tier 1 capital (which consists principally of shareholders’ equity). The Tier 1 leverage requirement consists of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly-rated companies, with minimum requirements of 4% to 5% for all others.

The risk-based and leverage standards presently used by the Federal Reserve Board are minimum requirements, and higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual banking organizations. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 capital less all intangible assets), well above the minimum levels.

Source of Strength for Subsidiaries. Bank holding companies are required to serve as a source of strength for their depository institution subsidiaries, and if their depository institution subsidiaries become undercapitalized, bank holding companies may be required to guarantee the subsidiaries’ compliance with capital restoration plans filed with their bank regulators, subject to certain limits.

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The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires the federal bank regulatory agencies biennially to review risk-based capital standards to ensure that they adequately address interest rate risk, concentration of credit risk and risks from non-traditional activities and, since adoption of the Riegle Community Development and Regulatory Improvement Act of 1994 (the “Riegle Act”), to do so taking into account the size and activities of depository institutions and the avoidance of undue reporting burdens. In 1995, the agencies adopted regulations requiring as part of the assessment of an institution’s capital adequacy the consideration of (a) identified concentrations of credit risks, (b) the exposure of the institution to a decline in the value of its capital due to changes in interest rates and (c) the application of revised conversion factors and netting rules on the institution’s potential future exposure from derivative transactions.

In addition, in September 1996 the agencies adopted amendments to their respective risk-based capital standards to require banks and bank holding companies having significant exposure to market risk arising from, among other things, trading of debt instruments, (1) to measure that risk using an internal value-at-risk model conforming to the parameters established in the agencies’ standards and (2) to maintain a commensurate amount of additional capital to reflect such risk. The new rules were adopted effective January 1, 1997, with compliance mandatory from and after January 1, 1998.

Under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”), depository institutions are liable to the FDIC for losses suffered or anticipated by the FDIC in connection with the default of a commonly controlled depository institution or any assistance provided by the FDIC to such an institution in danger of default. This law is applicable to the extent that the Company maintains depository institutions as separate subsidiaries.

Subsidiary banks of a bank holding company are subject to certain quantitative and qualitative restrictions imposed by the Federal Reserve Act on any extension of credit to, or purchase of assets from, or letter of credit on behalf of, the bank holding company or its subsidiaries, and on the investment in or acceptance of stocks or securities of such holding company or its subsidiaries as collateral for loans. In addition, provisions of the Federal Reserve Act and Federal Reserve Board regulations limit the amounts of, and establish required procedures and credit standards with respect to, loans and other extensions of credit to officers, directors and principal shareholders of the Banks, the Company, any subsidiary of the Company and related interests of such persons. Moreover, subsidiaries of bank holding companies are prohibited from engaging in certain tying arrangements (with the holding company or any of its subsidiaries) in connection with any extension of credit, lease or sale of property or furnishing of services.

Any loans by a bank holding company to a subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of the subsidiary bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and entitled to priority of payment. This priority would also apply to guarantees of capital plans under FDICIA.

Branching

Under the Riegle Act, the Federal Reserve Board may approve bank holding company acquisitions of banks in other states, subject to certain aging and deposit concentration limits. As of June 1, 1997, banks in one state may merge with banks in another state, unless the other state has chosen not to implement this section of the Riegle Act. These mergers are also subject to similar aging and deposit concentration limits. North Carolina “opted-in” to the provisions of the Riegle Act. Since July 1, 1995, an out-of-state bank that did not already maintain a branch in North Carolina was permitted to establish and maintain a de novo branch in North Carolina, or acquire a branch in North Carolina, if the laws of the home state of the out-of-state

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bank permit North Carolina banks to engage in the same activities in that state under substantially the same terms as permitted by North Carolina. Also, North Carolina banks may merge with out-of-state banks, and an out-of-state bank resulting from such an interstate merger transaction may maintain and operate the branches in North Carolina of a merged North Carolina bank, if the laws of the home state of the out-of-state bank involved in the interstate merger transaction permit interstate merger.

Recent Regulatory Initiatives. Beginning in late 2008 and continuing into 2009, the federal government took sweeping actions in response to the deepening economic recession. President Bush signed the Emergency Economic Stabilization Act of 2008 or “EESA” into law on October 3, 2008. Pursuant to EESA, the Department of the Treasury created the Troubled Asset Relief Program of “TARP” for the purpose of stabilizing the U.S. financial markets. On October 14, 2008, the Treasury announced the creation of the TARP Capital Purchase Program. The Capital Purchase Program was designed to invest up to $250 billion (later increased to $350 billion) in certain eligible financial institutions in the form of nonvoting senior preferred stock initially paying quarterly dividends at a five percent annual rate. In connection with its investment in senior preferred stock, the Treasury also received ten-year warrants to purchase common shares of participating institutions.

The Company applied and was approved for participation in the Capital Purchase Program in late 2008. On December 23, 2008, the Company issued and sold to the Treasury 10,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Senior Preferred”), for a purchase price of $10,000,000. The Company also issued a warrant to the Treasury that was immediately exercised for 500.005 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Warrant Preferred”). Both the Senior Preferred and the Warrant Preferred qualify as Tier 1 capital.

As a result of its participation in the Capital Purchase Program, the Company has become subject to a number of new regulations and restrictions. The ability of the Company to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration shares of its common stock is subject to restrictions. The Company is also required to have in place certain limitations on the compensation of its senior executive officers.

On February 17, 2009, President Obama signed the American Recovery and Reinvestment Act of 2009 into law. This law includes additional restrictions on executive compensation applicable to the Company as a participant in the TARP Capital Purchase Program.

For additional information about this transaction and the Company’s participation in the Capital Purchase Program, please see Note 14 to the Company’s audited consolidated financial statements included with the annual report to shareholders and the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2008.

Regulation of the Banks

The Banks are extensively regulated under both federal and state law. Generally, these laws and regulations are intended to protect depositors and borrowers, not shareholders. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. Any change in applicable law or regulation may have a material affect on the business of the Company and the Banks.

State Law. The Banks are subject to extensive supervision and regulation by the North Carolina Commissioner of Banks (the “Commissioner”). The Commissioner oversees state laws that set specific requirements for bank capital and regulate deposits in, and loans and investments by, banks, including the amounts, types, and in some cases, rates. The Commissioner supervises and performs periodic examinations of North Carolina-chartered banks to assure compliance

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with state banking statutes and regulations, and the Banks are required to make regular reports to the Commissioner describing in detail the resources, assets, liabilities and financial condition of the Banks. Among other things, the Commissioner regulates mergers and consolidations of state-chartered banks, the payment of dividends, loans to officers and directors, record keeping, types and amounts of loans and investments, and the establishment of branches.

Deposit Insurance. As member institutions of the FDIC, the Banks’ deposits are insured to applicable limits through the FDIC’s Deposit Insurance Fund (the “DIF”) generally up to a maximum of $250,000 per separately insured depositor and up to a maximum of $250,000 for self-directed retirement accounts. The Emergency Economic Stabilization Act, mentioned above, temporarily increased the maximum amount per separately insured depositor from $100,000 to $250,000 in October 2008. Unless this increase is further extended by law, the maximum insured amount will return to $100,000 in December 2009. The DIF is administered by the FDIC and each member institution is required to pay semi-annual deposit insurance premium assessments to the FDIC. The FDIC determines the Banks’ deposit insurance assessment rates on the basis of four risk categories. The Banks’ assessment is determined by a formula that ranges from 0.02% to 0.04% at the lowest assessment category up to a maximum of 0.40% of the Banks’ average deposit base, with the exact assessment determined by the Banks’ assets, its capital and the FDIC’s supervisory opinion of its operations. The insurance assessment rate may change periodically and was significantly increased for all depository institutions during 2008. Increases in the assessment rate may have an adverse effect on the Banks’ operating results.

The FDIC has set a designated reserve ratio of 1.25% ($1.25 against $100 of insured deposits) for the DIF. The FDIC has the authority to set the ratio between 1.15% and 1.50%, and must adopt a restoration plan when the ratio falls below 1.15% and begin paying dividends when the reserve ratio exceeds 1.35%. There is no requirement to achieve a specific ratio within a given time frame. The DIF reserve ratio calculated by the FDIC that was in effect at December 31, 2008 was .76%. In October 2008, the FDIC adopted a restoration plan that would increase the reserve ratio to the 1.15% threshold within five years. As part of that plan, the FDIC increased risk-based assessment rates uniformly by seven cents, on an annual basis, for the first quarter of 2009 due to deteriorating financial conditions in the banking industry.

In addition to risk-based deposit insurance assessments, additional assessments may be imposed by the Financing Corporation, a separate U.S. government agency affiliated with the FDIC, on insured deposits to pay for the interest cost of Financing Corporation bonds. Financing Corporation assessment rates for 2008 ranged from $0.0110 to $0.0114 per $100 of deposits.

The FDIC can terminate a depository institution’s deposit insurance if it finds that the institution is being operated in an unsafe and unsound manner or has violated any rule, regulation, order or condition administered by the institution’s regulatory authorities. Any such termination of deposit insurance would likely have a material adverse effect on the Company, the severity of which would depend on the amount of deposits affected by such a termination. The FDIC evaluates the risk of each financial institution based on its supervisory rating, its financial ratios, and its long-term debt issuer rating. Deposit insurance premium rates in 2008 for nearly all of the financial institution industry varied between five and seven cents for every $100 of domestic deposits. The deposit insurance assessment rates are determined quarterly.

On December 16, 2008, the FDIC adopted a final rule increasing its risk-based deposit insurance assessment scale uniformly by seven (7) basis points for the first quarter of 2009. The assessment scale for the first quarter of 2009 will range from twelve (12) basis points of assessable deposits for the strongest institutions to fifty (50) basis points for the weakest. The FDIC attributes the assessment increase to recent failures of FDIC-insured institutions. The FDIC’s action applies only to the first quarter of 2009. The FDIC is considering further changes to the risk-based assessment scale effective April 1, 2009, designed to make the assessment system more risk sensitive and ensure that riskier institutions bear a greater share of the

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assessments. Proposed adjustments to the scale include: (i) adding a surcharge for certain institutions (institutions in the three riskiest categories for FDIC assessment purposes) that use brokered deposits to fund growth, (ii) providing a possible discount of up to two (2) basis points based on an institution’s ratio of long-term unsecured debt, including senior unsecured and subordinated debt, to domestic deposits (for “small institutions” (generally, those with less than $10 billion in assets), the ratio could include a certain amount of Tier 1 capital) and (iii) adding a surcharge based upon an institution’s ratio of secured liabilities (including Federal Home Loan Bank advances, securities sold under repurchase agreements, secured Federal Funds purchased and certain other secured borrowings) to domestic deposits, if greater than 15%.

On February 27, 2009, the Board of Directors of the Federal Deposit Insurance Corporation (FDIC) voted to amend the restoration plan for the Deposit Insurance Fund. The Board took action by imposing a special assessment on insured institutions of 20 basis points, implementing changes to the risk-based assessment system, and increased regular premium rates for 2009, which banks must pay on top of the special assessment. The 20 basis point special assessment on the industry will be as of June 30, 2009 payable on September 30, 2009.

On March 5, 2009, the FDIC Chairman announced that the FDIC intends to lower the special assessment from 20 basis points to 10 basis points. The approval of the cutback is contingent on whether Congress clears legislation that would expand the FDIC’s line of credit with the Treasury to $100 billion. Legislation to increase the FDIC’s borrowing authority on a permanent basis is also expected to advance to Congress, which should aid in reducing the burden on the industry.

Capital Requirements. The federal banking regulators have adopted certain risk-based capital guidelines to assist in the assessment of the capital adequacy of a banking organization’s operations for both transactions reported on the balance sheet as assets and transactions, such as letters of credit, and recourse arrangements, which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off- balance sheet items are multiplied by one of several risk adjustment percentages which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities, to 100% for assets with relatively high credit risk, such as business loans.

A banking organization’s risk-based capital ratios are obtained by dividing its qualifying capital by its total risk adjusted assets. The regulators measure risk-adjusted assets, which include off- balance sheet items, against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. “Tier 1,” or core capital, includes common equity, qualifying noncumulative perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill and other intangibles, subject to certain exceptions. “Tier 2,” or supplementary capital, includes among other things, limited-life preferred stock, hybrid capital instruments, mandatory convertible securities, qualifying subordinated debt, and the allowance for loan and lease losses, subject to certain limitations and less required deductions. The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking agencies. Banks and bank holding companies subject to the risk-based capital guidelines are required to maintain a ratio of Tier 1 capital to risk-weighted assets of at least 4% and a ratio of total capital to risk-weighted assets of at least 8%. The appropriate regulatory authority may set higher capital requirements when particular circumstances warrant. As of December 31, 2008, Stanly was classified as “well-capitalized” with Tier 1 and Total Risk-Based Capital of 11.86% and 13.11% respectively. As of December 31, 2008, Anson was classified as “well-capitalized” with Tier 1 and Total Risk-Based Capital of 11.34% and 12.51% respectively. As of December 31, 2008 Cabarrus was classified as “well-capitalized” with Tier 1 and Total Risk-Based Capital of 14.61% and 15.39% respectively.

The federal banking agencies have adopted regulations specifying that they will include, in their evaluations of a bank’s capital adequacy, an assessment of the bank’s interest rate risk (“IRR”) exposure. The standards for measuring the adequacy and effectiveness of a banking

11

organization’s IRR management include a measurement of board of directors and senior management oversight, and a determination of whether a banking organization’s procedures for comprehensive risk management are appropriate for the circumstances of the specific banking organization.

Failure to meet applicable capital guidelines could subject a banking organization to a variety of enforcement actions, including limitations on its ability to pay dividends, the issuance by the applicable regulatory authority of a capital directive to increase capital and, in the case of depository institutions, the termination of deposit insurance by the FDIC, as well as the measures described under FDICIA described below, as applicable to undercapitalized institutions. In addition, future changes in regulations or practices could further reduce the amount of capital recognized for purposes of capital adequacy. Such a change could affect the ability of the Banks to grow and could restrict the amount of profits, if any, available for the payment of dividends to the shareholders.

FDICIA. In December 1991, Congress enacted FDICIA, which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made significant revisions to several other federal banking statutes. FDICIA provides for, among other things:

• publicly available annual financial condition and management reports for certain financial institutions, including audits by independent accountants,

• the establishment of uniform accounting standards by federal banking agencies,

• the establishment of a “prompt corrective action” system of regulatory supervision and intervention, based on capitalization levels, with greater scrutiny and restrictions placed on depository institutions with lower levels of capital,

• additional grounds for the appointment of a conservator or receiver, and

• restrictions or prohibitions on accepting brokered deposits, except for institutions which significantly exceed minimum capital requirements.

FDICIA also provides for increased funding of the FDIC insurance fund and the implementation of risk-based premiums.

A central feature of FDICIA is the requirement that the federal banking agencies take “prompt corrective action” with respect to depository institutions that do not meet minimum capital requirements. Pursuant to FDICIA, the federal bank regulatory authorities have adopted regulations setting forth a five-tiered system for measuring the capital adequacy of the depository institutions that they supervise. Under these regulations, a depository institution is classified in one of the following capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” An institution may be deemed by the regulators to be in a capitalization category that is lower than is indicated by its actual capital position if, among other things, it receives an unsatisfactory examination rating with respect to asset quality, management, earnings or liquidity.

FDICIA provides the federal banking agencies with significantly expanded powers to take enforcement action against institutions which fail to comply with capital or other standards. Such action may include the termination of deposit insurance by the FDIC or the appointment of a receiver or conservator for the institution. FDICIA also limits the circumstances under which the FDIC is permitted to provide financial assistance to an insured institution before appointment of a conservator or receiver.

International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001. On October 26, 2001, the USA PATRIOT Act of 2001 was enacted. This act contains the

12

International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, which 7sets forth anti-money laundering measures affecting insured depository institutions, broker-dealers and other financial institutions. The Act requires U.S. financial institutions to adopt new policies and procedures to combat money laundering and grants the Secretary of the Treasury broad authority to establish regulations and to impose requirements and restrictions on the operations of financial institutions. This act has not had a material impact on our operations.

Check 21. On October 28, 2003, President Bush signed into law the Check Clearing for the 21st Century Act, also known as Check 21. This law gives “substitute checks,” such as a digital image of a check and copies made from that image, the same legal standing as the original paper check. Some of the major provisions include:

• allowing check truncation without making it mandatory;

• demanding that every financial institution communicate to accountholders in writing a description of its substitute check processing program and their rights under the law;

• legalizing substitutions for and replacements of paper checks without agreement from consumers;

• retaining in place the previously mandated electronic collection and return of checks between financial institutions only when individual agreements are in place;

• requiring that when accountholders request verification, financial institutions produce the original check (or a copy that accurately represents the original) and demonstrate that the account debit was accurate and valid; and

• requiring recrediting of funds to an individual’s account on the next business day after a consumer proves that the financial institution has erred.

Miscellaneous. The dividends that may be paid by the Banks are subject to legal limitations. In accordance with North Carolina banking law, dividends may not be paid unless the Banks’ capital surplus is at least 50% of its paid-in capital.

The earnings of the Banks will be affected significantly by the policies of the Federal Reserve Board, which is responsible for regulating the United States money supply in order to mitigate recessionary and inflationary pressures. Among the techniques used to implement these objectives are open market transactions in United States government securities, changes in the rate paid by banks on bank borrowings, and changes in reserve requirements against bank deposits. These techniques are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may also affect interest rates charged on loans or paid for deposits.

The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. In view of changing conditions in the national economy and money markets, as well as the effect of actions by monetary and fiscal authorities, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of the Banks.

Community Reinvestment Act. The Banks are subject to the provisions of the Community Reinvestment Act of 1977, as amended (“CRA”). Under the terms of the CRA, the appropriate federal bank regulatory agency is required, in connection with the examination of a bank, to

13

assess such bank’s record in meeting the credit needs of the community served by that bank, including low and moderate-income neighborhoods. The regulatory agency’s assessments of the Banks’ records are made available to the public. Such an assessment is required of any bank that has applied for any application for a domestic deposit-taking branch, relocation of a main office, branch or ATM, merger or consolidation with or acquisition of assets or assumption of liabilities of a federally insured depository institution.

Under CRA regulations, banks with assets of less than $1 billion are subject to streamlined small bank performance standards and much less stringent data collection and reporting requirements than larger banks. The agencies emphasize that small banks are not exempt from CRA requirements. The streamlined performance method for small banks focuses on the bank’s loan-to-deposit ratio, adjusted for seasonal variations and as appropriate, other lending-related activities, such as loan originations for sale to secondary markets or community development lending or qualified investments; the percentage of loans and, as appropriate, other lending-related activities located in the Banks’ assessment areas; the Banks’ record of lending to and, as appropriate, other lending-related activities for borrowers of different income levels and businesses and farms of different sizes; the geographic distribution of the Banks’ loans given its assessment areas, capacity to lend, local economic conditions, and lending opportunities; and the Banks’ record of taking action, if warranted, in response to written complaints about its performance in meeting the credit needs of its assessment areas.

Regulatory agencies will assign a composite rating of “outstanding,” “satisfactory,” “needs to improve,” or “substantial noncompliance” to the institution using the foregoing ground rules. A bank’s performance need not fit each aspect of a particular rating profile in order for the bank to receive that rating; exceptionally strong performance with respect to some aspects may compensate for weak performance in others, and the bank’s overall performance must be consistent with safe and sound banking practices and generally with the appropriate rating profile. To earn an outstanding rating, the bank first must exceed some or all of the standards mentioned above. The agencies may assign a “needs to improve” or “substantial noncompliance” rating depending on the degree to which the bank has failed to meet the standards mentioned above.

The regulation further states that the agencies will take into consideration these CRA ratings when considering any application and that a bank’s record of performance may be the basis for denying or conditioning the approval of an application.

Change of Control

State and federal law restricts the amount of voting stock of a bank holding company or a bank that a person may acquire without the prior approval of banking regulators. The overall effect of such laws is to make it more difficult to acquire a bank holding company or bank by tender offer or similar means than it might be to acquire control of another type of corporation.

Pursuant to North Carolina law, no person may, directly or indirectly, purchase or acquire voting stock of any bank holding company or bank which would result in the change of control of that entity unless the Commissioner first shall have approved such proposed acquisition. A person will be deemed to have acquired “control” of the bank holding company or the bank if he, she or it, directly or indirectly, (i) owns, controls or has the power to vote 10% or more of the voting stock of the bank holding company or bank, or (ii) possesses the power to direct or cause the direction of its management and policy.

Federal law imposes additional restrictions on acquisitions of stock in bank holding companies and FDIC-insured banks. Under the federal Change in Bank Control Act and the regulations thereunder, a person or group acting in concert must give advance notice to the Federal Reserve Board or the FDIC before directly or indirectly acquiring the power to direct the management or policies of, or to vote 25% or more of any class of voting securities of, any bank

14

holding company or federally-insured bank. Upon receipt of such notice, the federal regulator either may approve or disapprove the acquisition. The Change in Bank Control Act generally creates a rebuttable presumption of a change in control if a person or group acquires ownership or control of or the power to vote 10% or more of any class of a bank holding company or bank’s voting securities; the bank holding company has a class of securities that are subject to registration under the Securities Exchange Act of 1934; and, following such transaction, no other person owns a greater percentage of that class of securities.

Government Monetary Policy and Economic Controls

As a bank holding company whose primary asset is the ownership of the capital stock of two commercial banks and a savings bank, the Company is directly affected by the government’s monetary policy and the economy in general. The actions and policies of the Federal Reserve Board, which acts as the nation’s central bank, can directly affect the money supply and, in general, affect a bank’s lending activities by increasing or decreasing their costs and availability of funds. An important function of the Federal Reserve Board is to regulate the national supply of bank credit in order to combat recession and curb inflation pressures. Among the instruments of monetary policy used by the Federal Reserve Board to implement these objectives are open market operations in U.S. Government securities, changes in the discount rate and surcharge, if any, on member bank borrowings, and changes in reserve requirements against bank deposits. These methods are used in varying combinations to influence overall growth of bank loans, investments and deposits, and interest rates charged on loans or paid for deposits. The Banks are not members of the Federal Reserve System but are subject to reserve requirements imposed by the Federal Reserve Board on non-member banks. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banks in the past and are expected to continue to do so in the future.

The Company cannot predict what legislation might be enacted or what regulations might be adopted, or if enacted or adopted, the effect thereof on the Company’s operations.

Item 1A. Risk Factors

Not required for smaller reporting companies

Item 1B. Unresolved Staff Comments

Not required for smaller reporting companies

Item 2. Properties

The Company’s executive office is located at 132 North First Street, Albemarle, North Carolina, where the Company owns a three-building complex located at 130-134 North First Street in Albemarle. This complex houses the Company’s offices and meeting rooms and is also the location of Stanly’s subsidiary, Strategic Alliance.

Stanly’s Main Office is located at 167 North Second Street, Albemarle, North Carolina. Stanly has leased a portion of the Main Office facility since it opened in 1984, and its administrative and executive offices occupy an adjoining building, purchased in 1991. Stanly owns a commercial building and parking lot adjacent to its Main Office. Stanly also acquired a commercial building in downtown Albemarle in December 2001 that is held for future expansion. Stanly acquired a lot in Montgomery County in 2003 that is held as a potential ATM site.

Stanly owns its other banking locations at 710 North First Street, which houses the Village Branch, and its East Albemarle Branch at 800 Highway 24-27 Bypass, both located in Albemarle. It also owns a branch office located at 107 South Main Street in Norwood, North Carolina and a branch office located at 624 North Main Street in Oakboro, North Carolina. Stanly also leases an office at 111 Ray Kennedy Drive, Locust, North Carolina.

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All of Stanly’s existing offices are freestanding, fully equipped and have adequate parking and drive-up banking facilities, with the exception of the Main Office in Albemarle and the branch location in Locust which do not have drive-up facilities.

Cabarrus owns full service branch offices located at 25 Palaside Drive, N.E., Concord, North Carolina and at 1490 South Main Street, Mt. Pleasant, North Carolina and also owns some property adjacent to the Mt. Pleasant banking office located at 1480 South Main Street. Cabarrus leases a suite at 700 North Church Street in Concord, North Carolina where it previously provided banking services and which currently serves as an administrative and lending office.

Anson owns its banking facility located at 211 South Greene Street, Wadesboro, North Carolina. Anson also owns an ATM site at 426 East Caswell Street, Wadesboro, North Carolina.

Item 3. Legal Proceedings

Neither the Company nor its subsidiaries, nor any of their properties are subject to any material legal proceedings other than ordinary routine litigation incidental to their business.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of the Company’s security holders during the fourth quarter of 2008.

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

It is the philosophy of Uwharrie Capital Corp to promote a strong base of local shareholders. While bid and asked prices for the Company’s common stock are quoted on the Over the Counter Bulletin Board under the symbol UWHR, trading is sporadic with most trades taking place in privately negotiated transactions. Management makes every reasonable effort to match willing buyers with willing sellers as they become known for the purpose of private negotiations for the purchase and sale of the Company’s common stock. The Company has an independent valuation of its common stock performed on a quarterly basis and makes this valuation available to interested shareholders in order to promote fairness and market efficiency in privately negotiated transactions.

The Board of Directors has adopted a dividend policy on an annual basis. For 2008, Uwharrie Capital Corp declared a 3% stock dividend. The Board of Directors will determine on an annual basis, consistent with the capital needs of the Company, an appropriate dividend.

Additional information regarding the market for the Company’s stock is incorporated by reference to the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2008 on page 4. See Item 12 of this report for disclosure regarding securities authorized for issuance and equity compensation plans required by Item 201(d) of Regulation S-K.

The Company did not have any unregistered sales of its equity securities in fiscal year 2008, except as previously disclosed on form 8-K.

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The following table sets forth information with respect to shares of common stock repurchased by the Company during the three months ended December 31, 2008.

	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program	(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans
October 1, 2008 Through October 31, 2008	—	$	—	—	$	—
November 1, 2008 Through November 30, 2008	—	$	—	—	$	—
December 1, 2008 Through December 31, 2008	34,660	$	4.59	—	$	—
Total	34,660	$	4.59	—		—

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Item 6. Selected Financial Data

Incorporated by reference to the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2008 on page 46.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Incorporated by reference to the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2008 on Page 47.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk is interest rate risk. Interest rate risk is the result of differing maturities or repricing intervals of interest-earning assets and interest-bearing liabilities and the fact that rates on these financial instruments do not change uniformly. These conditions may impact the earnings generated by the Company’s interest earning assets or the cost of its interest-bearing liabilities, thus directly impacting the Company’s overall earnings. The Company’s management actively monitors and manages interest rate risk. One way this is accomplished is through the development of and adherence to the Company’s asset/liability policy. This policy sets forth management’s strategy for matching the risk characteristics of the Company’s interest-earning assets and liabilities so as to mitigate the effect of changes in the rate environment.

Market Risk Analysis of Financial Instruments

(dollars in thousands)

Contractual Maturities at December 31, 2008
	2009		2010		2011		2012		2013		Beyond Five Years		Total		Average Interest Rate		Estimated Fair Value
Financial Assets
Debt securities	$	2,621	$	786	$	2,395	$	4,090	$	3,366	$	55,577	$	68,835	5.79	%	$	68,835
Loans
Fixed rate		15,694		15,898		15,726		22,080		30,449		56,838		156,685	7.10	%		175,961
Variable rate		79,009		16,387		10,316		7,194		18,748		55,182		186,836	5.31	%		180,813
Interest-bearing bank balances		—		—		—		—		—		10,353		10,353	1.31	%		10,353
Federal funds sold		—		—		—		—		—		—		—	0.00	%		—
Total	$	97,324	$	33,071	$	28,437	$	33,364	$	52,563	$	177,950	$	422,709	5.95	%	$	435,962
Financial Liabilities
Money Market, NOW & savings deposits	$	—	$	—	$	—	$	—	$	—	$	143,685	$	143,685	0.85	%	$	143,685
Time deposits		126,769		25,382		9,742		1,438		579		—		163,910	3.91	%		164,871
Federal Home Loan Bank advances		9,275		7,000		9,000		3,000		4,500		1,500		34,275	3.67	%		35,171
Other borrowed funds		12,974		8		9		9		10		7,466		20,476	2.90	%		20,384
Total	$	149,018	$	32,390	$	18,751	$	4,447	$	5,089	$	152,651	$	362,346	2.62	%	$	364,111

Please refer to the description on Interest Rate Sensitivity in Management’s Discussion and Analysis contained in the Company’s Annual Report filed herewith as Exhibit 13 and incorporated by reference into Item 7 of this annual report on Form 10-K.

Item 8. Financial Statements and Supplementary Data

Incorporated by reference to the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2008 beginning on Page 8.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14.

Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective (1) to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Management has made a comprehensive review, evaluation and assessment of the Company’s internal control over financial reporting as of December 31, 2008. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework. In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, management makes the following assertions:

Management has implemented a process to monitor and assess both the design and operating effectiveness of internal control over financial reporting.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on that assessment, we believe that, as of December 31, 2008, the Company’s internal control over financial reporting is effective based on those criteria.

19

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

Management of the Company has evaluated, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, changes in the Company’s internal controls over financial reporting (as defined in Rule 13a–15(f) and 15d–15(f) of the Exchange Act) during the fourth quarter of 2008. In connection with such evaluation, the Company has determined that there have been no changes in internal control over financial reporting during the fourth quarter that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Roger L. Dick	Robert O. Bratton
Chief Executive Officer	Principal Financial Officer

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Incorporated by reference to the Company’s definitive proxy statement dated March 31, 2009 on Pages 2 - 8.

The Company has adopted a Code of Ethics that applies, among others, to its Principal Executive Officer and Principal Financial Officer. The Company’s Code of Ethics is available at www.uwharrie.com.

Item 11. Executive Compensation

Incorporated by reference to the Company’s definitive proxy statement dated March 31, 2009 on Pages 12 -17.

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Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related

Stockholder Matters

Incorporated by reference to the Company’s definitive proxy statement dated March 31, 2009 on pages 15 - 16.

The following table sets forth equity compensation plan information at December 31, 2008.

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders	459,856	$	4.54	258,205
Equity compensation plans not approved by security holders	NA		NA	NA
Total	459,856	$	4.54	258,205

A description of the Company’s equity compensation plans is presented in Note 16 to the Company’s consolidated financial statements filed here within.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Incorporated by reference to the Company’s definitive proxy statement dated March 31, 2009 on Pages 9, 17 and 18.

Item 14. Principal Accountant Fees and Services

Incorporated by reference to the Company’s definitive proxy statement dated March 31, 2008 on Page 19.

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

1. Financial statements from the Registrant’s Annual Report to stockholders for the fiscal year ended December 31, 2008, which are incorporated herein by reference:

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2. Financial statement schedules required to be filed by Item 8 of this Form:

None

3. Exhibits

Exhibit Number	Description of Exhibit
3(a)	Registrant’s Articles of Incorporation *
3(b)	Registrant’s By-laws *
3(c)	Articles of Amendment dated December 19, 2008 regarding Series A and Series B Preferred Stock*****
4(a)	Form of stock certificate*
4(b)	Form of certificate for the Series A Preferred stock*****
4(c)	Form of certificate for the Series B Preferred stock*****
4(d)	Warrant dated December 23, 2008 for purchase of share of Series B Preferred stock*****
10(a)	Incentive Stock Option Plan, as amended, a compensatory plan *
10(b)	Employee Stock Ownership Plan and Trust, a compensatory plan**
10(c)	2006 Incentive Stock Option Plan, a compensatory plan ***
10(d)	2006 Employee Stock Purchase Plan, a compensatory plan ***
10(e)	Letter Agreement dated December 23, 2008, between the Registrant and the United States Department of the Treasury*****
10(f)	Relocation Assistance Agreement dated February 9, 2009 between the Registrant and Brendan P. Duffey
10(g)	Nonqualified Deferred Compensation Plan and Supplemental Retirement Plan Agreement dated December 31, 2008 between the Registrant and Roger L. Dick, Brendan P. Duffey, Christy D. Stoner and Jimmy L. Strayhorn

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13	2008 Annual Report to Shareholders (filed herewith)
21	Subsidiaries of the Registrant (filed herewith)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
99	Registrant’s definitive proxy statement dated March 31, 2008***
*	Incorporated by reference from exhibits to Registrant’s Registration Statement on Form S-4 (Reg. No. 33-58882).
**	Incorporated by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal year ended 1999.
***	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
****	Filed with the Commission pursuant to Rule 14a-6 (b).
*****	Incorporated by reference to Registrant’s current report on Form 8-K, filed with the Securities and Exchange Commission on December 23, 2008.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UWHARRIE CAPITAL CORP
March 17, 2009
	By:	/s/ Roger L. Dick
		Roger L. Dick, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Roger L. Dick	March 17, 2009
Roger L. Dick
Chief Executive Officer
/s/ Robert O. Bratton	March 17, 2009
Robert O. Bratton, Principal Financial Officer
/s/ Joe S. Brooks	March 17, 2009
Joe S. Brooks, Director
/s/ Ronald T. Burleson	March 17, 2009
Ronald T. Burleson, Director
/s/ Henry E. Farmer, Sr.	March 17, 2009
Henry E. Farmer, Sr., Director
/s/ Charles F. Geschickter, III	March 17, 2009
Charles F. Geschickter, III, Director
/s/ Thomas M. Hearne, Jr.	March 17, 2009
Thomas M. Hearne, Jr., Director
/s/ Charles D. Horne	March 17, 2009
Charles D. Horne, Director
/s/ Joseph R. Kluttz, Jr.	March 17, 2009
Joseph R. Kluttz, Jr., Director
/s/ W.Chester Lowder	March 17, 2009
W. Chester Lowder, Director
/s/ Barry S. Moose	March 17, 2009
Barry S. Moose, Director
/s/ James E. Nance	March 17, 2009
James E. Nance, Director

24

/s/ Emmett S. Patterson	March 17, 2009
Emmett S. Patterson, Director
/s/ Timothy J. Propst	March 17, 2009
Timothy J. Propst, Director
/s/ Susan J. Rourke	March 17, 2009
Susan J. Rourke, Director
/s/ Donald P. Scarborough	March 17, 2009
Donald P. Scarborough, Director
/s/ John W. Shealy, Jr.	March 17, 2009
John W. Shealy, Jr., Director
	March 17, 2009
Michael E. Snyder, Sr., Director
/s/ Douglas L. Stafford	March 17, 2009
Douglas L. Stafford, Director
	March 17, 2009
Emily M. Thomas, Director

25

UWHARRIE CAPITAL CORP

Exhibit Index

Exhibit Number	Description
3(a)	Registrant’s Articles of Incorporation *
3(b)	Registrant’s By-laws *
3(c)	Articles of Amendment dated December 19, 2008 regarding Series A and Series B Preferred Stock*****
4(a)	Form of stock certificate*
4(b)	Form of certificate for the Series A Preferred stock*****
4(c)	Form of certificate for the Series B Preferred stock*****
4(d)	Warrant dated December 23, 2008 for purchase of share of Series B Preferred stock*****
10(a)	Incentive Stock Option Plan, as amended, a compensatory plan *
10(b)	Employee Stock Ownership Plan and Trust, a compensatory plan**
10(c)	2006 Incentive Stock Option Plan, a compensatory plan ***
10(d)	2006 Employee Stock Purchase Plan, a compensatory plan ***
10(e)	Letter Agreement dated December 23, 2008, between the Registrant and the United States Department of the Treasury*****
10(f)	Relocation Assistance Agreement dated February 9, 2009 between the Registrant and Brendan P. Duffey
10(g)	Nonqualified Deferred Compensation Plan and Supplemental Retirement Plan Agreement dated December 31, 2008 between the Registrant and Roger L. Dick, Brendan P. Duffey, Christy D. Stoner and Jimmy L. Strayhorn
13	2008 Annual Report to Shareholders (filed herewith)
21	Subsidiaries of the Registrant (filed herewith)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

26

99	Registrant’s definitive proxy statement dated March 31, 2008***
*	Incorporated by reference from exhibits to Registrant’s Registration Statement on Form S-4 (Reg. No. 33-58882).
**	Incorporated by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal year ended 1999.
***	Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
****	Filed with the Commission pursuant to Rule 14a-6 (b).
*****	Incorporated by reference to Registrant’s current report on Form 8-K, filed with the Securities and Exchange Commission on December 23, 2008.

27

EX-13

Exhibit 13

Uwharrie Capital Corp

2008

ANNUAL REPORT TO SHAREHOLDERS

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2

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Description of Business

Uwharrie Capital Corp (the “Company”) is a North Carolina bank holding company. The Company was organized on July 1, 1993 to become the bank holding company for the Bank of Stanly (“Stanly”), a North Carolina commercial bank chartered on September 28, 1983, and its three wholly-owned subsidiaries, The Strategic Alliance Corporation, BOS Agency, Inc., and Gateway Mortgage, Inc., a mortgage origination company. The Company also owns three non-bank subsidiaries, Strategic Investment Advisors, Inc., and Uwharrie Mortgage, Inc.

Stanly engages in retail and commercial banking, with five banking offices in Stanly County. Stanly provides a wide range of banking services including deposit accounts, commercial, consumer, home equity and residential mortgage loans, safe deposit boxes, and electronic banking services.

On January 19, 2000, the Company completed its acquisition of Anson BanCorp, Inc. and its subsidiary, Anson Savings Bank. The savings bank retained its North Carolina savings bank charter and became a wholly-owned subsidiary of Uwharrie Capital Corp as Anson Bank & Trust Co. (“Anson”) and provides financial services to customers through one banking office in Anson County.

On April 10, 2003, the Company capitalized a new wholly-owned subsidiary bank, Cabarrus Bank & Trust Company (“Cabarrus”), located in Concord, North Carolina. As of that date, Cabarrus purchased two branch offices located in Cabarrus County from Stanly to begin its operation. Cabarrus operates as a commercial bank and provides a full range of banking services.

The Company and its subsidiaries are located in Stanly County, Anson County and Cabarrus County. However, the Company intends to prudently expand its service area to include the entire Uwharrie Lakes Region of North Carolina.

Depository services offered by the subsidiary banks include personal and commercial checking, savings, money market, certificates of deposit accounts and individual retirement accounts, all tailored to meet customers’ needs. The banks provide fixed and variable rate loans, which include mortgage, home equity, lines of credit, consumer and commercial loans. The banks also offer internet banking and 24-hour telephone banking, providing customers the convenience of access to account information, rate information and accessibility of funds transfers between accounts. Other services include MasterCard^® credit cards and a Visa^® check card which functions as a point-of-sale (POS) and automated teller machine (ATM) card. Customers can use the check card for purchases at virtually any merchant accepting Visa^® and ATMs displaying the STAR^® or CIRRUS^® networks regionally and worldwide, respectively.

Strategic Investment Advisors Inc. provides portfolio management services to its customers. The Strategic Alliance Corporation (Strategic Alliance^®) is a registered broker-dealer with the Financial Industry Regulatory Authority (FINRA). BOS Agency provides insurance products and is licensed in the state of North Carolina. Through Strategic Investment Group, a DBA for a partnership with UVEST Financial Services, Inc., securities and insurance products are offered including fixed annuities, long-term care, and life insurance products. Group insurance products are offered through an arrangement with Burchfield Insurance Group, Inc. and the Novus Group, Inc. as well as Medicare supplement products.

The Strategic Alliance Corporation. Member FINRA/SIPC.

Securities and insurance products are offered by, and Financial Consultants are registered with UVEST Financial Services, member FINRA/SIPC. UVEST, Strategic Investment Group and Uwharrie Capital Corp affiliates are independent entities. Securities and/or insurance products are not FDIC insured, are not deposits or other obligations of any depository institution, are not guaranteed by any depository institution and are subject to investment risks, including possible loss of the principal amount invested.

Bank of Stanly, Member FDIC, Equal Housing Lender.

Anson Bank & Trust Co., Member FDIC, Equal Housing Lender.

Cabarrus Bank & Trust Company, Member FDIC, Equal Housing Lender.

3

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Financial Highlights

(Dollars in thousands except per share amounts)	2008			2007			Percent Increase (Decrease)
For the year:
Net income	$	2,029		$	2,959		(31.43	)%
Net income available to common shareholders	$	2,016		$	2,959		(31.87	)%
Basic net income per common share (1)	$	0.27		$	0.39		(30.48	)%
Diluted net income per common share (1)	$	0.27		$	0.39		(30.48	)%
Weighted average common shares outstanding (diluted)		7,469,057			7,706,832		(3.09	)%
At year-end:
Total assets	$	452,468		$	411,944		9.84	%
Total earning assets		425,165			380,549		11.72	%
Loans held for investment		340,830			321,987		5.85	%
Total interest-bearing liabilities		362,346			331,679		9.25	%
Shareholders’ equity		41,233			31,574		30.59	%
Book value per common share (1)	$	4.11		$	4.14		(0.63	)%
Averages for the year:
Total assets	$	422,857		$	393,188		7.55	%
Total earning assets		389,683			365,579		6.59	%
Loans held for investment		331,705			308,149		7.64	%
Total interest-bearing liabilities		342,342			313,570		9.18	%
Shareholders’ equity		32,245			30,402		6.06	%
Financial Ratios (in percentage):
Return on average assets		0.48	%		0.75	%
Return on average shareholders’ equity		6.29	%		9.73	%
Average equity to average assets		7.63	%		7.73	%
Net interest margin (fully tax equivalent basis)		4.13	%		4.24	%
Allowance as % of loans at year-end		1.28	%		1.09	%
Allowance as % of nonperforming loans		111.87	%		195.57	%
Nonperforming loans to total loans		1.14	%		0.56	%
Nonperforming assets to total assets		1.48	%		0.48	%
Net loan charge-offs (recoveries) to average loans		0.04	%		(0.11	)%

(1) Net income per share, book value per share, and shares outstanding at year-end have been adjusted to reflect the 3% stock dividends in 2008 and in 2007.

Market for the Company’s Common Stock and Related Security Holder Matters

It is the philosophy of Uwharrie Capital Corp to promote a strong, base of local shareholders. While bid and asked prices for the Company’s common stock are quoted on the Over the Counter Bulletin Board under the symbol UWHR, trading is sporadic with the most trades taking place in privately negotiated transactions. Management makes every reasonable effort to match willing buyers with willing sellers as they become known for the purpose of private negotiations for the purchase and sale of the Company’s common stock. The Company has an independent valuation of its common stock performed on a quarterly basis and makes this valuation available to interested shareholders in order to promote fairness and market efficiency in privately negotiated transactions.

The Board of Directors has adopted a dividend policy on an annual basis. For 2008, Uwharrie Capital Corp declared a 3% stock dividend. The Board of Directors will determine an appropriate dividend, if any, on an annual basis, consistent with the capital needs of the Company.

4

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

The following graph compares (i) the yearly change in the cumulative total shareholder return on the Company’s common stock with (ii) the cumulative return of The Carson Medlin Company Independent Bank Index, and (iii) the Nasdaq Composite. The graph assumes that the value of an investment in the Company’s common stock and in each index was $100 on December 31, 2003, and that all dividends were reinvested. The performance shown in the graph represents past performance and should not be considered the indication of future performance.

Shareholders needing information about purchasing or selling shares of Uwharrie Capital Corp should contact Tamara M. Singletary or Lisa E. Hartsell, Investor Relations at Uwharrie Capital Corp, 132 N. First Street, Post Office Box 338, Albemarle, NC 28002.

5

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6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors

Uwharrie Capital Corp

Albemarle, North Carolina

We have audited the accompanying consolidated balance sheets of Uwharrie Capital Corp and Subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uwharrie Capital Corp and Subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2008 the Company adopted the provisions of Emerging Issues Task Force Issue No. 06-4, “Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,” and Statement of Financial Accounting Standards No. 157, “Fair Value Measurement.”

Southern Pines, North Carolina

March 25, 2009

7

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2008 and 2007

	2008			2007
	(dollars in thousands)
ASSETS
Cash and due from banks	$	2,931		$	13,765
Interest-earning deposits with banks		10,353			2,432
Securities available for sale, at fair value		68,835			51,005
Loans held for sale		2,691			2,916
Loans:
Loans held for investment		340,830			321,987
Less allowance for loan losses		(4,361	)		(3,510	)
Net loans held for investment		336,469			318,477
Premises and equipment, net		11,128			8,751
Interest receivable		2,027			2,055
Federal Home Loan Bank stock		2,284			2,137
Bank owned life insurance		5,511			5,318
Goodwill		987			987
Other real estate owned		2,816			163
Other assets		6,436			3,938
Total assets	$	452,468		$	411,944
LIABILITIES
Deposits:
Demand noninterest-bearing	$	46,032		$	46,597
Interest checking and money market accounts		117,325			102,411
Savings deposits		26,360			26,200
Time deposits, $100,000 and over		63,321			54,729
Other time deposits		100,589			94,720
Total deposits		353,627			324,657
Short-term borrowed funds		22,249			31,928
Long-term debt		32,502			21,691
Interest payable		502			596
Other liabilities		2,355			1,498
Total liabilities		411,235			380,370
Off balance sheet items, commitments and contingencies (Note 12)
SHAREHOLDERS’ EQUITY
Preferred stock, no par value: 10,000,000 shares authorized; 10,000 shares of series A issued and outstanding at December 31, 2008 and		10,000			—
500 shares of series B issued and outstanding at December 31, 2008		500			—
Discount on preferred stock		(500	)		—
Common stock, $1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,593,929 and 7,414,707 shares, respectively		9,492			9,268
Additional paid-in capital plus stock option surplus		14,019			13,453
Unearned ESOP compensation		(736	)		(800	)
Undivided profits		10,008			9,266
Accumulated other comprehensive income (loss)		(1,550	)		387
Total shareholders’ equity		41,233			31,574
Total liabilities and shareholders’ equity	$	452,468		$	411,944

The accompanying notes are an integral part of the consolidated financial statements.

8

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2008, 2007 and 2006

	2008			2007			2006
	(in thousands, except share and per share data)
Interest Income
Loans, including fees	$	22,780		$	23,916		$	21,959
Investment securities:
US Treasury		73			98			98
US Government agencies and corporations		1,853			1,401			832
State and political subdivisions		689			633			679
Other		84			128			174
Interest-earning deposits with banks and federal funds sold		85			733			611
Total interest income		25,564			26,909			24,353
Interest Expense
Interest checking and money market accounts		1,357			2,550			2,342
Savings deposits		301			526			734
Time deposits $100,000 and over		2,453			2,316			2,100
Other time deposits		3,828			4,138			3,091
Short-term borrowed funds		529			1,128			758
Long-term debt		1,360			1,218			1,677
Total interest expense		9,828			11,876			10,702
Net interest income		15,736			15,033			13,651
Provision for loan losses		969			15			298
Net interest income after provision for loan losses		14,767			15,018			13,353
Noninterest Income
Service charges on deposit accounts		2,238			2,188			2,000
Other service fees and commissions		2,777			3,097			2,329
Gain(loss) on sale of securities		—			(76	)		60
Income from mortgage loan sales		1,208			957			764
Other income		532			424			316
Total noninterest income		6,755			6,590			5,469
Noninterest Expense
Salaries and employee benefits		10,637			10,156			9,130
Net occupancy expense		987			871			711
Equipment expense		645			598			618
Data processing costs		789			742			939
Securities impairment		158			—			—
Other noninterest expense		5,473			4,995			4,520
Total noninterest expense		18,689			17,362			15,918
Income before income taxes		2,833			4,246			2,904
Income taxes		804			1,287			833
Net income	$	2,029		$	2,959		$	2,071
Net income	$	2,029		$	2,959		$	2,071
Dividends on preferred stock		(13	)		—			—
Net Income available to common shareholder	$	2,016		$	2,959		$	2,071
Net income per common share
Basic	$	0.27		$	0.39		$	0.27
Diluted	$	0.27		$	0.39		$	0.26
Weighted average common shares outstanding
Basic		7,482,488			7,603,494			7,685,978
Diluted		7,520,484			7,706,832			7,802,101

The accompanying notes are an integral part of the consolidated financial statements.

9

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2008, 2007 and 2006

	2008			2007			2006
	(in thousands)
Net Income	$	2,029		$	2,959		$	2,071
Other comprehensive income (loss):
Unrealized gains (losses) on available for sale securities		(3,157	)		275			(197	)
Related tax effect		1,220			(105	)		76
Reclassification of losses (gains) recognized in net income		—			76			(60	)
Related tax effect		—			(29	)		23
Total other comprehensive income (loss)		(1,937	)		217			(158	)
Comprehensive income	$	92		$	3,176		$	1,913

The accompanying notes are an integral part of the consolidated financial statements.

10

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years Ended December 31, 2008, 2007 and 2006

	Number Common Shares Issued		Preferred Stock Series A		Preferred Stock Series B		Discount on Preferred Stock		Common Stock			Additional Paid-in Capital			ESOP Compensation			Undivided Profits			Accumulated Other Comprehensive Income(Loss)			Total
	(in thousands, except share data)
Balance, December 31, 2005	7,138,686		$	—	$	—	$	—	$	8,923		$	12,410		$	(914	)	$	6,706		$	328		$	27,453
Net income	—			—		—		—		—			—			—			2,071			—			2,071
Other comprehensive income	—			—		—		—		—			—			—			—			(158	)		(158	)
Release of ESOP shares	—			—		—		—		—			37			55			—			—			92
Common stock issued pursuant to:
3% stock dividend	214,634			—		—		—		269			997			—			(1,266	)		—			—
Stock options exercised	94,094			—		—		—		117			107			—			—			—			224
Tax benefit of stock options exercised	—			—		—		—		—			48			—			—			—			48
Repurchase of common stock	(23,864	)		—		—		—		(30	)		(115	)		—			—			—			(145	)
Cash paid fraction shares	—			—		—		—		—			—			—			(9	)		—			(9	)
Stock compensation expense	—			—		—		—		—			57			—			—			—			57
Balance, December 31, 2006	7,423,550			—		—		—		9,279			13,541			(859	)		7,502			170			29,633
Net income	—			—		—		—		—			—			—			2,959			—			2,959
Other comprehensive income	—			—		—		—		—			—			—			—			217			217
Release of ESOP shares	—			—		—		—		—			31			59			—			—			90
Common stock issued pursuant to:
3% stock dividend	216,062			—		—		—		270			916			—			(1,186	)		—			—
Stock options exercised	12,764			—		—		—		16			20			—			—			—			36
Tax benefit of stock options exercised	—			—		—		—		—			3			—			—			—			3
Repurchase of common stock	(237,669	)		—		—		—		(297	)		(1,107	)		—			—			—			(1,404	)
Cash paid fraction shares	—			—		—		—		—			—			—			(9	)		—			(9	)
Stock compensation expense	—			—		—		—		—			49			—			—			—			49
Balance, December 31, 2007	7,414,707			—		—		—		9,268			13,453			(800	)		9,266			387			31,574

11

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)

Years Ended December 31, 2008, 2007 and 2006

	Number Common Shares Issued		Preferred Stock Series A		Preferred Stock Series B		Discount on Preferred Stock			Common Stock			Additional Paid-in Capital			ESOP Compensation			Undivided Profits			Accumulated Other Comprehensive Income(Loss)			Total
	(in thousands, except share data)
Balance, December 31, 2007	7,414,707			—		—		—			9,268			13,453			(800	)		9,266			387			31,574
Net income	—			—		—		—			—			—			—			2,029			—			2,029
Other comprehensive income	—			—		—		—			—			—			—			—			(1,937	)		(1,937	)
Release of ESOP shares	—			—		—		—			—			14			64			—			—			78
Common stock issued pursuant to:
3% stock dividend	220,738			—		—		—			276			718			—			(994	)		—			—
Stock options exercised	69,742			—		—		—			87			214			—			—			—			301
Tax benefit of stock options exercised	—			—		—		—			—			26			—			—			—			26
Repurchase of common stock	(111,258	)		—		—		—			(139	)		(432	)		—			—			—			(571	)
Cash paid fractional shares	—			—		—		—			—			—			—			(7	)		—			(7	)
Stock compensation expense	—			—		—		—			—			26			—			—			—			26
Adjustment to initially apply EITF 06-4	—			—		—		—			—			—			—			(273	)		—			(273	)
Issue series A preferred stock to the Treasury	—			10,000		—		—			—			—			—			—			—			10,000
Issue series B preferred stock to the Treasury	—			—		500		—			—			—			—			—			—			500
Record Series B warrant expense	—			—		—		(500	)		—			—			—			—			—			(500	)
Record preferred stock dividend	—			—		—		—			—			—			—			(13	)		—			(13	)
Balance, December 31, 2008	7,593,929		$	10,000	$	500	$	(500	)	$	9,492		$	14,019		$	(736	)	$	10,008		$	(1,550	)	$	41,233

The accompanying notes are an integral part of the consolidated financial statements.

12

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2008, 2007 and 2006

	2008			2007			2006
Cash flows from operating activities
Net income	$	2,029		$	2,959		$	2,071
Adjustments to reconcile net income to net cash Provided by operating activities:
Depreciation		676			625			625
Net amortization of security premiums/discounts		(202	)		(220	)		(41	)
Impairment of securities available for sale		158			—			—
Net amortization of mortgage servicing rights		471			407			382
Provision for loan losses		969			15			298
Deferred income taxes		(728	)		205			439
Stock compensation		26			49			57
Net realized (gain) loss on available for sale securities		—			76			(60	)
Income from mortgage loan sales		(1,208	)		(957	)		(764	)
Proceeds from sales of loans held for sale		55,198			45,603			39,038
Origination of loans held for sale		(54,328	)		(43,748	)		(38,734	)
(Gain) loss on sale of premises, equipment and other assets		5			(26	)		9
Increase in cash surrender value of life insurance		(193	)		(185	)		(184	)
Loss on sales of foreclosed real estate		41			2			24
Release of ESOP Shares		78			90			92
Net change in interest receivable		28			(280	)		(250	)
Net change in other assets		(471	)		(866	)		(243	)
Net change in interest payable		(94	)		93			134
Net change in other liabilities		584			302			(190	)
Net cash provided by operating activities		3,039			4,144			2,703
Cash flows from investing activities
Proceeds from sales, maturities and calls of securities available for sale		14,386			10,382			9,190
Purchase of securities available for sale		(35,329	)		(23,744	)		(11,480	)
Net increase in loans		(21,837	)		(33,588	)		(17,165	)
Proceeds from sale of premises, equipment and other assets		—			87			—
Purchase of premises and equipment		(3,058	)		(758	)		(813	)
Proceeds from sales of foreclosed real estate		182			98			205
Net increase in Federal Home Loan Bank stock		(147	)		(157	)		(313	)
Net cash used by investing activities		(45,803	)		(47,680	)		(20,376	)
Cash flows from financing activities
Net increase in deposit accounts		28,970			15,057			35,624
Net increase (decrease) in short-term borrowed funds		(9,679	)		18,888			5,136
Net increase (decrease) in long-term debt		3,392			(7,598	)		(9,814	)
Net proceeds from issuance of junior subordinated debt		7,419			—			—
Repurchases of common stock		(571	)		(1,404	)		(145	)
Net proceeds from issuance of preferred stock		10,000			—			—
Net proceeds from issuance of common stock		301			36			224
Tax benefit of stock options exercised		26			3			48
Cash paid for fractional shares		(7	)		(9	)		(9	)
Net cash provided by financing activities		39,851			24,973			31,064
Increase (decrease) in cash and cash equivalents		(2,913	)		(18,563	)		13,391
Cash and cash equivalents, beginning of period		16,197			34,760			21,369
Cash and cash equivalents, end of period	$	13,284		$	16,197		$	34,760
Supplemental disclosures of cash flow information
Interest paid	$	9,922		$	11,783		$	10,568
Income taxes paid		1,596			1,311			687
Supplemental schedule of non-cash investing and financing activities
Increase (decrease) in fair value of securities available for sale, net of tax		(1,937	)		217			(158	)
Loans transferred to foreclosed real estate		2,876			60			262
Mortgage servicing rights capitalized		563			331			276
Preferred stock dividend accrued		(13	)		—			—
EITF 06-4 charged to retained earnings		(273	)		—			—

The accompanying notes are an integral part of the consolidated financial statements.

13

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies

Nature of Business

Uwharrie Capital Corp (the “Company”) was incorporated under North Carolina law for the purpose of becoming the holding company for Bank of Stanly (“Stanly”). On July 1, 1993, Stanly became a wholly-owned subsidiary of the Company through a one-for-one exchange of the common stock of Stanly for common stock of the Company.

Stanly was incorporated on September 28, 1983, under the laws of the State of North Carolina and began operations on January 26, 1984 in Albemarle, North Carolina. Deposits with Stanly are insured by the Federal Deposit Insurance Corporation (“FDIC”). Stanly is under regulation of the Federal Reserve, FDIC and the North Carolina State Banking Commission. Through its five branch locations in Stanly County, Stanly provides a wide range of deposit accounts, commercial, consumer, home equity and residential mortgage loans, safe deposit boxes and automated banking.

In 1987, Stanly established a wholly-owned subsidiary, BOS Agency, Inc. (“BOS Agency”), which engages in insurance product sales. In 1989, Stanly established a second wholly-owned subsidiary, BOS Financial Corporation, for the purpose of conducting business as a broker/dealer in securities. During 1993, BOS Financial Corporation changed its name to The Strategic Alliance Corporation (“Strategic Alliance”) and was registered as a broker/dealer and is regulated by the Financial Industry Regulatory Authority (“FINRA”).

The Company formed a new subsidiary, Strategic Investment Advisors, Inc. (“SIA”), during 1999 to provide investment advisory and asset management services. This subsidiary is registered as an investment advisor with the Securities and Exchange Commission.

On January 19, 2000, the Company completed its acquisition of Anson BanCorp, Inc. and its subsidiary, Anson Savings Bank. The savings bank retained its North Carolina savings bank charter and became a wholly-owned subsidiary of Uwharrie Capital Corp as Anson Bank & Trust Company (“Anson”), operating out of its main office branch in Wadesboro.

On August 4, 2000, Stanly acquired another subsidiary, Gateway Mortgage, Inc. (“Gateway”), a mortgage origination company.

On April 10, 2003, the Company capitalized a new wholly-owned subsidiary bank, Cabarrus Bank & Trust Company (“Cabarrus”), located in Concord, North Carolina. As of that date, Cabarrus purchased two branch offices located in Cabarrus County from Stanly to begin its operation. Cabarrus operates as a commercial bank and provides a full range of banking services.

On April 7, 2004 Uwharrie Mortgage, Inc. was established as a subsidiary of the Company to serve in the capacity of trustee and substitute trustee under deeds of trust.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, Stanly, Anson, Cabarrus, SIA and their subsidiaries, BOS Agency, Strategic Alliance and Gateway. All significant intercompany transactions and balances have been eliminated in consolidation.

14

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses.

Cash and Cash Equivalents

For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet captions “Cash and due from banks,” “Interest-earning deposits with banks,” and “Federal funds sold”.

Investment Securities Held To Maturity

Investment securities classified as held to maturity are debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the interest method over their contractual lives. Declines in the fair value of individual held to maturity securities below their cost that are other than temporary would result in write-downs of the individual securities to their fair value. Such write-downs would be included in earnings as realized losses. The Company had no securities held to maturity at December 31, 2008 and 2007.

Investment Securities Available for Sale

Investment securities available for sale consist of bonds and notes not classified as trading securities nor as held to maturity securities. Unrealized holding gains and losses on available for sale securities are reported as a net amount in other comprehensive income, net of income taxes. Gains and losses on the sale of available for sale securities are determined using the specific identification method. Declines in the fair value of individual available for sale securities below their cost that are other than temporary would result in write-downs of the individual securities to their fair value. Such write-downs would be included in earnings as realized losses. Premiums and discounts are recognized in interest income using the interest method over the period to maturity.

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

Loans

The Company grants mortgage, commercial and consumer loans to customers. The ability of the Company’s borrowers to honor their contracts is largely dependent upon the real estate and general economic conditions in the Company’s market area. Loans that management has the

15

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Credit card loans and other personal loans are typically charged off no later than 180 days past due. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. In addition, regulatory examiners may require the Company to recognize adjustments to the allowance for loan losses based on their judgment about information available to them at the time of their assessment.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

16

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer, residential and other loans for impairment disclosures.

Servicing Rights

The Company capitalizes servicing rights when loans are either securitized or sold and the loan servicing is retained. The cost of servicing rights is amortized in proportion to and over the estimated period of net servicing revenues. The amortization of servicing rights is recognized in the statement of income as an offset to other noninterest income. Servicing assets are evaluated for impairment based upon the fair value. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Impairment is recognized through a valuation allowance.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Foreclosed Real Estate

Real estate properties acquired through foreclosure or other proceedings are initially recorded at fair value upon foreclosure, establishing a new cost basis. After foreclosure, valuations are performed and the foreclosed property is adjusted to the lower of cost or fair value of the properties, less costs to sell. Any write-down at the time of transfer to foreclosed properties is charged to the allowance for loan losses. Subsequent write-downs are charged to other expenses. Property is evaluated regularly to ensure that the recorded amount is supported by its current fair value.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Land is carried at cost. Additions and major replacements or betterments which extend the useful lives of premises and equipment are capitalized. Maintenance, repairs and minor improvements are expensed as incurred. Depreciation is computed principally by the straight-line method over estimated useful lives, except in the case of leasehold improvements, which are amortized over the term of the leases, if shorter. Useful lives range from five to seven years for furniture, fixtures and equipment, to ten to thirty-nine years for leasehold improvements and buildings, respectively. Upon retirement or other disposition of the assets, the cost and the related accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

Federal Home Loan Bank Stock

As a requirement for membership, the banks invest in the stock of the Federal Home Loan Bank of Atlanta (“FHLB”). This investment is carried at cost. Due to the redemption provisions of the FHLB, the Company estimated that fair value approximates cost and that this investment was not impaired.

17

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

Goodwill

Goodwill resulted from the 2000 acquisition of Anson BanCorp, Inc. and its subsidiary, Anson Savings Bank. Goodwill is evaluated for impairment annually, or more frequently if circumstances indicate potential impairment.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R (revised 2004, “Share-Based Payment”, (“SFAS No. 123R”)) which was issued by the Financial Accounting Standards Board (“FASB”) in December 2004. SFAS No. 123R revises SFAS No. 123 “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees” (APB No. 25) and its related interpretations. SFAS No. 123R requires recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). SFAS No. 123R also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. SFAS No. 123R also amends SFAS No. 95 “Statement of Cash Flows”, to require that excess tax benefits be reported as financing cash inflows, rather than as a reduction of taxes paid, which is included within operating cash flows.

The Company adopted SFAS No. 123R using the modified prospective application as permitted under SFAS No. 123R. Accordingly, prior period amounts have not been restated. Under this application, the Company is required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Prior to the adoption of SFAS No. 123R, the Company used the intrinsic value method as prescribed by APB No. 25 and thus recognized no compensation expense for options granted with exercise prices equal to the fair market value of the common stock on the date of grant.

Income Taxes

The Company and its subsidiaries file a consolidated Federal income tax return and separate North Carolina income tax returns. The provision for income taxes in the accompanying consolidated financial statements is provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

18

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

The Company adopted the provisions of Statement of Financial Accounting Statements (SFAS) No. 157 Fair Value Measurements (SFAS 157) and SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS 159) on January 1, 2008.

SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but clarifies and standardizes some divergent practices that have emerged since prior guidance was issued. SFAS 157 creates a three-level hierarchy under which individual fair value estimates are to be ranked based on the relative reliability of the inputs used in the valuation.

SFAS 157 defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which those assets or liabilities are sold and considers assumptions that market participants would use when pricing those assets or liabilities. Fair values determined using Level 1 inputs rely on active and observable markets to price identical assets or liabilities. In situations where identical assets and liabilities are not traded in active markets, fair values may be determined based on Level 2 inputs, which exist when observable data exists for similar assets and liabilities. Fair values for assets and liabilities for which identical or similar assets and liabilities are not actively traded in observable markets are based on Level 3 inputs, which are considered to be unobservable.

Among the Company’s assets and liabilities, investment securities available for sale are reported at their fair values on a recurring basis. Certain other assets are adjusted to their fair value on a nonrecurring basis, including loans held for sale, which are carried at the lower of cost or market, loan servicing rights, where fair value is determined using similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions, foreclosed real estate, which is carried at lower of cost or fair market value and goodwill, which is periodically tested for impairment. Deposits, short-term borrowings and long-term obligations are not reported at fair value.

19

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with SFAS 114, Accounting by Creditors for Impairment of a Loan, (SFAS 114). The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At December 31, 2008, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. In accordance with SFAS 157, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.

For assets and liabilities carried at fair value, the following table provides fair value information as of December 31, 2008:

	Total		Level 1		Level 2		Level 3
	(dollars in thousands)
Investment securities available for sale	$	68,835	$	10,643	$	58,004	$	188
Total assets at fair value	$	68,835	$	10,643	$	58,004	$	188
Total liabilities at fair value	$	—	$	—	$	—	$	—

Prices for US Treasury and government agency securities are readily available in the active markets in which those securities are traded, and the resulting fair values are shown in the ‘Level 1 input’ column. Prices for mortgage-backed securities and for state, county and municipal securities are obtained for similar securities, and the resulting fair values are shown in the ‘Level 2 input’ column. Prices for all other non-marketable investments are determined based on various assumptions that are not observable. The fair values for these investment securities are shown in the ‘Level 3 input’ column. Non-marketable investment securities, which are carried at their purchase price, include those that may only be redeemed by the issuer.

20

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below as of December 31, 2008:

	Total		Level 1		Level 2		Level 3
	(dollars in thousands)
Loans	$	6,688	$	—	$	6,688	$	—
Loans held for sale		2,691		—		2,691		—
Mortgage servicing rights		1,293		—		—		1,293
Total assets at fair value	$	10,672	$	—	$	9,379	$	1,293
Total liabilities at fair value	$	—	$	—	$	—	$	—

SFAS 159 allows an entity to elect to measure certain financial assets and liabilities at fair value with changes in fair value recognized in the income statement each period. The statement also requires additional disclosures to identify the effects of an entity’s fair value election on its earnings. Upon the adoption of SFAS 159, the Company did not elect to report any assets and liabilities at fair value.

Comprehensive Income

The Company reports as comprehensive income all changes in shareholders’ equity during the year from sources other than shareholders. Other comprehensive income refers to all components (revenues, expenses, gains, and losses) of comprehensive income that are excluded from net income. The Company’s only component of other comprehensive income is unrealized gains and losses, net of income tax, on investment securities available for sale.

Earnings per Common Share

The Company issued 3% stock dividends in 2008, 2007 and 2006. All references in these consolidated financial statements to earnings per common share and weighted average common and common equivalent shares outstanding have been adjusted for the effect of these stock dividends. In 2008 and 2006 there were 189,866 and 15,450 options outstanding, respectfully, that were anti-dilutive. Since the exercise price exceeded the average market price there were no anti-dilutive stock options outstanding during 2007. The anti-dilutive options from 2006 were forfeited during 2007.

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

21

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

The computation of weighted average shares used in the calculation of basic and dilutive earnings per share is summarized below:

	2008		2007		2006
Weighted average number of common shares used in computing basic net income per common share	7,618,913		7,753,837		7,852,238
Effect of ESOP shares	(136,425	)	(150,343	)	(166,260	)
Adjusted weighted average number of common shares used in computing basic net income per common share	7,482,488		7,603,494		7,685,978
Effect of dilutive stock options	37,996		103,338		116,123
Weighted average number of common shares and dilutive potential common shares used in computing diluted net income per common share	7,520,484		7,706,832		7,802,101

Recent Accounting Pronouncements

FIN 48

The Company adopted the Financial Accounting Standards Board’s Interpretation No. 48 “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”), effective January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. The adoption of FIN 48 did not have a material effect on our consolidated financial position or results of operations and unrecognized tax benefits as of December 31, 2008 and 2007 were immaterial. The Company classifies interest and penalties related to income tax assessments, if any, in income tax expense in the consolidated statement of operations and interest and penalties recognized in 2008, 2007, and 2006 were immaterial. Fiscal years ending on or after December 31, 2003 are subject to examination by federal and state tax authorities.

SAB 109

In November 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 109, “Application of Accounting Principles to Loan Commitments” (“SAB 109”), to inform registrants of the Staff’s view that the fair value of written loan commitments that are accounted for at fair value should include expected net future cash flows related to the associated servicing of the loan. Additionally, the Staff reaffirmed its previous views that internally-developed intangible assets (such as customer relationship intangible assets) should not be recorded as part of the fair value of such commitments. The Staff expects registrants to apply the views stated in SAB 109 on a prospective basis to written loan commitments recorded at fair value which were issued or modified in fiscal quarters beginning after December 15, 2007. The Company adopted SAB 109 on January 1, 2008. The adoption of SAB 109 did not have a material impact on the Company’s consolidated financial statements.

22

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

EITF 06-4

In September 2006, the FASB ratified the consensuses reached by the FASB’s Emerging Issues Task Force (“EITF”) relating to EITF 06-4, “Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” EITF 06-4 states that an employer accounting for endorsement split-dollar life insurance arrangements that provide a benefit to an employee that extends to postretirement periods should recognize a liability for future benefits in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” or Accounting Principles Board (“APB”) Opinion No. 12, “Omnibus Opinion—1967.” The Company adopted EITF 06-4 on January 1, 2008, and in connection therewith recorded a liability of $273,000 as a reduction of retained earnings. Subsequent increases in this liability will be reflected as an expense in determining operating results.

SFAS No. 157

SFAS No. 157, “Fair Value Measurements,” was issued in September 2006. In defining fair value, SFAS No. 157 retains the exchange price notion in earlier definitions of fair value. However, the definition of fair value under SFAS No. 157 focuses on the price that would be received to sell an asset or paid to transfer a liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). SFAS No. 157 applies whenever other accounting pronouncements require or permit assets or liabilities to be measured at fair value. Accordingly, SFAS No. 157 does not expand the use of fair value in any new circumstances. SFAS No. 157 also establishes a fair value hierarchy that prioritizes the information used to develop assumptions used to determine the exit price. Under this standard, fair value measurements would be disclosed separately by level within the fair value hierarchy. The Company adopted SFAS No. 157 effective January 1, 2008. The adoption of SFAS No. 157 had no effect on the Company’s financial condition or results of operations. For additional information on the fair value of certain financial assets and liabilities, see Note 17 to the consolidated financial statements.

SFAS No. 159

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 creates a fair value option allowing an entity irrevocably to elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS No. 159 requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. SFAS No. 159 also requires an entity to provide information that would allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. The Company adopted SFAS No. 159 effective January 1, 2008. There was no initial effect of adoption since the Company did not elect the fair value option for any existing asset or liability. In addition, the Company did not elect the fair value option for any financial assets originated or purchased, or for liabilities issued, through December 31, 2008.

FSP No. FAS 157-3

FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”), issued in October 2008, clarifies the application of SFAS No. 157, “Fair Value Measurements”, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when

23

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies (Continued)

the market for that financial asset is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. Revisions resulting from a change in the valuation technique or its application should be accounted for as a change in accounting estimate following the guidance in SFAS No. 154, “Accounting Changes and Error Corrections.” However, the disclosure provisions in SFAS No. 154 for a change in accounting estimate are not required for revisions resulting from a change in valuation technique or its application. As FSP FAS 157-3 clarified but did not change the application of SFAS No. 157, the adoption of FSP FAS 157-3 had no effect on the Company’s financial condition or results of operations.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

From time to time the FASB issues exposure drafts for proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of the Company and monitors the status of changes to and proposed effective dates of exposure drafts.

Reclassification

Certain amounts in the 2007 and 2006 financial statements have been reclassified to conform to the 2008 presentation. The reclassifications had no effect on net income or shareholders’ equity as previously reported.

24

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2 - Investment Securities

Carrying amounts and fair values of securities available for sale are summarized below:

December 31, 2008	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands)
U.S. Government agencies	$	10,469	$	229	$	55	$	10,643
Mortgage-backed securities and CMO’s		44,500		691		3,795		41,396
State and political subdivisions		16,396		417		17		16,796
Total securities available for sale	$	71,365	$	1,337	$	3,867	$	68,835
December 31, 2007	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(dollars in thousands)
U.S. Treasury	$	2,997	$	—	$	2	$	2,995
U.S. Government agencies		6,506		62		—		6,568
Mortgage-backed securities and CMO’s		28,179		197		84		28,292
State and political subdivisions		12,187		452		5		12,634
Corporate bonds		501		—		1		500
Total debt securities		50,370		711		92		50,989
Equity securities		8		8		—		16
Total securities available for sale	$	50,378	$	719	$	92	$	51,005

At December 31, 2008, the Company owned Federal Reserve stock reported at cost of $569,000 and included in other assets. Also at December 31, 2008 and 2007, the Company owned Federal Home Loan Bank Stock (FHLB) of $2.3 million and $2.1 million, respectively. The investments in Federal Reserve stock and FHLB stock are required investments related to the Company’s membership and borrowings with these banks.

Results from sales of securities available for sale for the years ended December 31, 2008, 2007 and 2006 are as follows:

	2008		2007			2006
	(dollars in thousands)
Gross proceeds from sales	$	—	$	4,643		$	2,885
Realized gains from sales	$	—	$	—		$	60
Realized losses from sales		—		(76	)		—
Net realized gains (losses)	$	—	$	(76	)	$	60

At December 31, 2008, 2007 and 2006 securities available for sale with a carrying amount of $13.2 million, $15.2 million and $16.6 million, respectively, were pledged as collateral on public deposits and for other purposes as required or permitted by law.

The following tables show the gross unrealized losses and fair value of investments, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2008 and 2007. These unrealized losses on investment securities are a result of temporary fluctuations in the market prices due to a rise in interest rates, which will adjust if rates decline and a volatile market and are in no way a reflection of the quality of the investments. At December 31, 2008 the unrealized losses related to three U.S. Government Agencies, fifteen mortgage backed securities and collateralized mortgage obligations “CMOs”, and twelve state and political subdivisions securities. Although

25

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2 - Investment Securities (Continued)

there were several downgrades in the CMO security portfolio, all of the unrealized losses on investment securities are considered by management to be temporary given the credit ratings on these investment securities and management’s intent and ability to hold these investments until maturity with the exception of one CMO security that management has deemed to be impaired and recorded an impairment charge of $158,164.

The Company has developed a process for evaluating the mortgage-backed and CMO securities portfolio for impairment. These bonds are evaluated using numerous factors that included but are not limited to market loss, investment rating, investment tranche and the evaluation of the underlying collateral. The collateral is analyzed based on nonperforming loans, mortgage properties, occupancy rates and any accumulated loss up to the impairment valuation date. Cashflows, yields and constant prepayment rates (“CPR”) are also considered. At December 31, 2008, the Company had one whole loan CMO investment, First Horizon Alterative Mortgage Trust 2006-AA7 (FHAMS 2006-AA7), which it deemed to be impaired.

	Less than 12 Months				12 Months or More				Total
December 31, 2008	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Securities available for sale:
U.S. Gov’t agencies	$	3,010	$	55	$	—	$	—	$	3,010	$	55
Mortgage-backed securities and CMO’s		14,690		3,717		1,290		78		15,980		3,795
State and political subdivisions		2,648		17		—		—		2,648		17
	$	20,348	$	3,789	$	1,290	$	78	$	21,638	$	3,867
	Less than 12 Months				12 Months or More				Total
December 31, 2008	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(dollars in thousands)
Securities available for sale:
U.S. Treasury	$	—	$	—	$	2,995	$	2	$	2,995	$	2
Mortgage-backed securities and CMO’s		8,776		40		2,347		44		11,123		84
State and political subdivisions		751		5		—		—		751		5
Corporate Bonds		500		1		—		—		500		1
	$	10,027	$	46	$	5,342	$	46	$	15,369	$	92

Note 3 - Loans Held for Investment

The composition of net loans held for investment as of December 31, 2008 and 2007 is as follows:

	2008			2007
	(dollars in thousands)
Commercial	$	45,470		$	37,724
Real estate - construction		50,661			46,546
Real estate - residential		139,346			135,842
Real estate - commercial		89,561			86,593
Consumer		15,499			15,022
Other		121			143
		340,658			321,870
Less:
Allowance for loan losses		(4,361	)		(3,510	)
Deferred loan (fees) costs, net		172			117
Loans held for investment, net	$	336,469		$	318,477

26

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 3 - Loans Held for Investment (Continued)

Although the subsidiary banks’ loan portfolios are diversified, there is a concentration of mortgage real estate loans, primarily one to four family residential mortgage loans, which represent 40.90% of total loans. Additionally, there is concentration in commercial loans secured primarily by real estate, to finance manufacturing buildings, shopping center locations, commercial land development, commercial buildings and equipment that comprise 26.29% of total loans. There is not a concentration of a particular type of credit in this group of commercial loans.

Impaired loans, which consisted of nonaccrual loans and other loans identified by management as impaired, totaled $12.5 million and $7.5 million at December 31, 2008 and 2007, respectively. The nonaccrual status of these loans had the effect of reducing net income by $93,750 in 2008 and $6,077 in 2007. Of the $12.5 million in impaired loans at December 31, 2008, $9.0 million carried allowances totaling $2.3 million while $3.5 million were evaluated and required no specific allowance. Of the $7.5 million in impaired loans at December 31, 2007, $5.3 million carried allowances totaling $1.3 million while $2.2 million required no specific allowance. The allowance for impaired loans amounted to $2.3 million at December 31, 2008 and $1.3 million at December 31, 2007. There were no loans past due 90 days and still accruing interest at December 31, 2008 or 2007. Restructured loans, excluding those included in impaired loans, amounted to $166,426 at December 31, 2008.

The carrying value of foreclosed properties held as other real estate was $2.8 million and $163,452 at December 31, 2008 and 2007, respectively.

The Company’s loan policies are written to address loan-to-value ratios and collateralization methods with respect to each lending category. Consideration is given to the economic and credit risk of lending areas and customers associated with each category.

Note 4 - Allowance for Loan Losses

Changes in the allowance for loan losses for the years ended December 31, 2008, 2007 and 2006 are presented below:

	2008			2007			2006
	(dollars in thousands)
Balance, beginning of year	$	3,510		$	3,171		$	4,482
Charge-offs		(288	)		(224	)		(1,687	)
Recoveries		170			548			78
Provision charged against income		969			15			298
Balance, end of year	$	4,361		$	3,510		$	3,171

27

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 5 - Servicing Assets

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage and other loans serviced for others were approximately $228 million and $205 million at December 31, 2008 and 2007, respectively. The carrying value of capitalized servicing rights, net of valuation allowances, is included in other assets. A summary of mortgage servicing rights follows:

	2008			2007			2006
	(dollars in thousands)
Beginning of year mortgage servicing rights:	$	1,321		$	1,244		$	1,138
Amounts capitalized		563			484			488
Amortization		(471	)		(407	)		(382	)
Impairment		(120	)		—			—
End of year	$	1,293		$	1,321		$	1,244

Amortization expense is estimated as follows:

Year ending December 31,
(dollars in thousands)
2009	$	304
2010		264
2011		224
2012		183
2013		142
Thereafter		176
Total	$	1,293

Note 6 - Premises and Equipment

The major classes of premises and equipment and the total accumulated depreciation at December 31, 2008 and 2007 are listed below:

	2008		2007
	(dollars in thousands)
Land	$	3,207	$	2,915
Building and improvements		8,402		6,579
Furniture and equipment		5,391		4,946
		17,000		14,440
Less accumulated depreciation		5,872		5,689
Total	$	11,128	$	8,751

The Company has also entered into an agreement to purchase a parcel of land for future branch expansion for $950 thousand.

Note 7 - Leases

The Company’s subsidiary, Bank of Stanly had a noncancelable operating lease for a branch location in Albemarle that expired in 2008, with annual rental payments of $19 thousand. The lease has one five year renewal option at the expiration of the initial term. Bank of Stanly elected to go into a month to month lease and entered into an agreement to purchase the

28

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 7 - Leases (Continued)

building for $300 thousand in 2009. The lease payment is remaining the same during the finalization of the purchase. Bank of Stanly has also entered into a noncancelable operating lease for a branch location in Locust that expires in 2009 with annual rental payments of $42 thousand. The lease has a one year renewal option at the expiration of the current term.

The Company’s subsidiary, Cabarrus Bank and Trust has entered into a noncancelable operating lease for an administrative office location in Concord that expires in 2017 with annual rental payments of $60 thousand. The lease has two five year renewal options at the expiration of the initial term.

Future minimum lease payments under these leases for years subsequent to December 31, 2008 are as follows:

Year ending December 31,
(dollars in thousands)
2009	$	102
2010		95
2011		60
2012		60
2013		60
Thereafter		219
Total	$	596

Total rental expense related to the operating leases was $76,449, $76,449, and $23,807 for the years ended December 31, 2008, 2007 and 2006 respectively, and is included in occupancy expense.

Note 8 - Deposits

The composition of deposits at December 31, 2008 and 2007 is as follows:

	2008				2007
	Amount		Percentage of Total		Amount		Percentage of Total
	(dollars in thousands)
Demand deposits	$	46,032	13	%	$	46,597	14	%
Interest checking and money market		117,325	33	%		102,411	32	%
Savings		26,360	8	%		26,200	8	%
Time deposits $100,000 and over		63,321	18	%		54,729	17	%
Other time deposits		100,589	28	%		94,720	29	%
Total	$	353,627	100	%	$	324,657	100	%

29

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 8 - Deposits (Continued)

The maturities of fixed-rate time deposits at December 31, 2008 are reflected in the table below:

Year ending December 31,	Time Deposits $100,000 and Over		Other Time Deposits
	(dollars in thousands)
2009	$	50,686	$	76,083
2010		8,817		16,565
2011		2,851		6,891
2012		559		879
2013		408		171
Thereafter		—		—
Total	$	63,321	$	100,589

Note 9 - Short-Term Borrowed Funds

The following tables set forth certain information regarding the amounts, year-end weighted average rates, average balances, weighted average rate, and maximum month-end balances for short-term borrowed funds, at and during 2008 and 2007.

	2008				2007
	Amount		Rate		Amount		Rate
	(dollars in thousands)
At year-end
Federal funds purchased	$	—	0.00	%	$	5,900	4.60	%
Securities sold under repurchase agreements		1,463	0.92	%		1,604	2.82	%
Master notes		8,903	1.00	%		9,630	2.67	%
Notes payable		8	6.00	%		7	6.00	%
Short-term line of credit		2,600	2.25	%		—	0.00	%
Short-term advances from FHLB		9,275	0.46	%		14,787	3.85	%
	$	22,249	0.92	%	$	31,928	3.58	%
	2008				2007
	Amount		Rate		Amount		Rate
	(dollars in thousands)
Average for the year
Federal funds purchased	$	1,245	2.93	%	$	1,331	5.22	%
Securities sold under repurchase agreements		1,354	1.37	%		1,798	3.81	%
Master notes		8,882	1.36	%		12,058	3.95	%
Notes payable		8	6.00	%		302	6.22	%
Short-term line of credit		703	3.18	%		—	0.00	%
Short-term advances from FHLB		7,278	4.46	%		13,882	3.54	%
	$	19,470	2.72	%	$	29,371	3.84	%

30

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 9 - Short-Term Borrowed Funds (Continued)

	2008		2007
	(dollars in thousands)
Maximum month-end balance
Federal funds purchased	$	6,050	$	6,150
Securities sold under repurchase agreements		1,752		2,194
Master notes		11,657		15,830
Notes payable		8		407
Short-term line of credit		6,600		—
Short-term advances from FHLB		14,000		16,587

Federal funds purchased represent unsecured overnight borrowings from other financial institutions. Securities sold under repurchase agreements represent short-term borrowings collateralized by securities of the United States government or its agencies. Master notes represent an overnight investment in commercial paper issued by the Company to customers of its subsidiary banks, where an agreement is in place.

On September 25, 2007, the Company borrowed $6.6 million from a bank at an interest rate of prime less one percent. This is a two year note that is payable at maturity, with interest payable quarterly. The final maturity on this note is September 24, 2009 and is now reclassified to short-term borrowings. During 2008 payments were made on this borrowing facility in the amount of $4.0 million. The remaining balance at December 31, 2008 was $2.6 million.

The subsidiary banks have combined available lines of credit for federal funds in the amount of $20.9 million at December 31, 2008.

Note 10 - Long-Term Debt

The Company has a line of credit with the Federal Home Loan Bank secured by qualifying first lien and second mortgage loans and commercial real estate loans with eligible collateral value of $85.4 million at December 31, 2008. The long-term advances under this line amounted to $25.0 million and $15.0 million at December 31, 2008 and 2007, respectively. Interest rates ranged from 2.96% to 7.52% in both 2008 and 2007. Two subsidiary banks also have standby letters of credit issued by the Federal Home Loan Bank to be used as collateral for public funds deposits. The amount of the letters of credit was $15.0 million at December 31, 2008.

During the second and third quarters of 2008, the Company began a private placement of up to 7,500 fixed rate junior subordinated debt securities at $1,000 per security with a minimum investment of $50 thousand dollars. These securities may be redeemed by the Company after June 30, 2010 and the final maturity date is June 30, 2015. The junior subordinated debt pays interest quarterly at an annual fixed rate of 5.75%. The proceeds of this private placement qualify and are included in the calculation of Tier 2 capital. At the end of the offering period the Company had raised $7.4 million that was outstanding at December 31, 2008.

On November 19, 2002, the Company executed a mortgage in the amount of $129,000 for the purchase of property for branch expansion. This loan bears interest at 6.00% and is to be paid in 60 quarterly installments of $3,277. The outstanding principal balance on this note was $91,000 at December 31, 2008.

31

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 10 - Long-Term Debt (Continued)

As of December 31, 2008, the scheduled maturities of these advances and notes payable are as follows:

Year ending December 31,
(dollars in thousands)
2010	$	7,008
2011		9,009
2012		3,009
2013		4,510
2014		1,511
Thereafter		7,455
Total	$	32,502

Note 11 - Income Tax Matters

The significant components of income tax expense for the years ended December 31 are summarized as follows:

	2008			2007		2006
	(dollars in thousands)
Current tax expense:
Federal	$	1,225		$	844	$	217
State		307			238		177
Total		1,532			1,082		394
Deferred tax expense:
Federal		(607	)		198		343
State		(121	)		7		96
Total		(728	)		205		439
Net provision for income taxes	$	804		$	1,287	$	833

The difference between the provision for income taxes and the amounts computed by applying the statutory federal income tax rate of 34% to income before income taxes is summarized below:

	2008			2007			2006
	(dollars in thousands)
Tax computed at the statutory federal rate	$	963		$	1,443		$	987
Increases (decrease) resulting from:
Tax exempt interest, net		(267	)		(245	)		(245	)
State income taxes, net of federal benefit		123			162			143
Other		(15	)		(73	)		(52	)
Provision for income taxes	$	804		$	1,287		$	833

32

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 11 - Income Tax Matters (Continued)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred taxes at December 31 are as follows:

	2008			2007			2006
	(dollars in thousands)
Deferred tax assets relating to:
Net unrealized loss on securities available for sale	$	979		$	—		$	—
Allowance for loan losses		1,305			935			912
Deferred compensation		494			357			316
Other		136			—			236
Valuation allowance		(10	)		(10	)		(12	)
Total deferred tax assets		2,904			1,282			1,452
Deferred tax liabilities relating to:
Net unrealized gain on securities available for sale		—			(241	)		(107	)
Premises and equipment		(301	)		(369	)		(364	)
Deferred loans fees and costs		(213	)		(213	)		(212	)
Loan servicing		(41	)		(78	)		(71	)
Prepaid expenses		(138	)		(110	)		(96	)
Other		—			(8	)		—
Total deferred tax liabilities		(693	)		(1,019	)		(850	)
Net recorded deferred tax asset	$	2,211		$	263		$	602

The net deferred tax asset is included in other assets on the accompanying consolidated balance sheets.

Note 12 - Commitments and Contingencies

Financial Instruments with Off-Balance Sheet Risk

The subsidiary banks are parties to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit, lines of credit and standby letters of credit. These instruments involve elements of credit risk in excess of amounts recognized in the accompanying financial statements.

The subsidiary banks’ risks of loss with the unfunded loans and lines of credit or standby letters of credit are represented by the contractual amount of these instruments. The Banks use the same credit policies in making commitments under such instruments as they do for on-balance sheet instruments. The amount of collateral obtained, if any, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, real estate and time deposits with financial institutions. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Credit card commitments are unsecured.

33

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 12 - Commitments and Contingencies (Continued)

As of December 31, 2008 and 2007, outstanding financial instruments whose contract amounts represent credit risk were as follows:

	2008		2007
	(dollars in thousands)
Commitments to extend credit	$	79,649	$	79,162
Credit card commitments		10,923		9,017
Standby letters of credit		981		1,641
	$	91,553	$	89,820

Contingencies

In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the consolidated financial statements.

Financial Instruments with Concentration of Credit Risk

The bank subsidiaries make commercial, agricultural, real estate mortgage, home equity and consumer loans primarily in Stanly, Anson and Cabarrus counties. A substantial portion of the Company’s customers’ ability to honor their contracts is dependent on the economy in these counties.

Although the Company’s composition of loans is diversified, there is some concentration of mortgage loans in the total portfolio. The Banks’ Policy is to abide by real estate loan-to-value margin limits corresponding to guidelines issued by the federal supervisory agencies on March 19, 1993. Lending policy for all loans requires that they be supported by sufficient cash flows. Credit losses related to this real estate concentration are consistent with credit losses experienced in the portfolio as a whole.

Note 13 - Related Party Transactions

The Company has granted loans to certain directors and executive officers and their related interests. Such loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other borrowers and, in management’s opinion, do not involve more than the normal risk of collectibility. All loans to directors and executive officers or their interests are submitted to the Board of Directors for approval. A summary of loans to directors, executive officers and their related interests follows:

(dollars in thousands)

Balance at December 31, 2007	$	15,812
Disbursements during the year		2,874
Collections during the year		(3,237	)
Balance at December 31, 2008	$	15,449

At December 31, 2008, the Company had approved, but unused lines of credit, totaling $6.4 million to executive officers, directors, officers and their related interests.

34

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 14 - Shareholders’ Equity and Regulatory Matters

The Company, and its bank subsidiaries, are subject to certain requirements imposed by state and federal banking statutes and regulations. These requirements, among other things, establish minimum levels of capital, restrict the amount of dividends that may be distributed, and require that reserves on deposit liabilities be maintained in the form of vault cash or deposits with the Federal Reserve Bank.

The Company and its subsidiary banks are subject to federal regulatory risk-based capital guidelines for banks and bank holding companies. Each must meet specific capital guidelines that involve quantitative measure of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices which measure Total and Tier 1 Capital to risk-weighted assets and Tier 1 Capital to average assets. Quantitative measures established by regulation to ensure capital adequacy and the Company’s consolidated capital ratios are set forth in the table below. The Company expects to meet or exceed these minimums without altering current operations or strategy.

	Actual				Minimum For Capital Requirement				Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions
December 31, 2008	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
Total Capital to Risk
Weighted Assets:
Consolidated	$	53,368	14.4	%	$	29,626	8.0	%	$	37,033	10.0	%
Bank of Stanly		33,357	13.1	%		20,349	8.0	%		25,436	10.0	%
Anson Bank and Trust		4,477	12.5	%		2,864	8.0	%		3,580	10.0	%
Cabarrus Bank and Trust		12,170	15.4	%		6,327	8.0	%		7,908	10.0	%
Tier I Capital to Risk
Weighted Assets:
Consolidated		41,736	11.3	%		14,813	4.0	%		22,220	6.0	%
Bank of Stanly		30,176	11.9	%		10,174	4.0	%		15,261	6.0	%
Anson Bank and Trust		4,061	11.3	%		1,432	4.0	%		2,148	6.0	%
Cabarrus Bank and Trust		11,554	14.6	%		3,163	4.0	%		4,745	6.0	%
Tier I Capital to
Average Assets:
Consolidated		41,736	9.5	%		17,519	4.0	%		21,899	5.0	%
Bank of Stanly		30,176	10.1	%		11,901	4.0	%		14,876	5.0	%
Anson Bank and Trust		4,061	8.6	%		1,892	4.0	%		2,365	5.0	%
Cabarrus Bank and Trust		11,554	13.3	%		3,471	4.0	%		4,339	5.0	%

35

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 14 - Shareholders’ Equity and Regulatory Matters (Continued)

December 31, 2007
Total Capital to Risk
Weighted Assets:
Consolidated	$	33,713	10.2	%	$	26,346	8.00	%	$	32,933	10.00	%
Bank of Stanly		27,035	12.2	%		17,771	8.00	%		22,214	10.00	%
Anson Bank and Trust		4,511	12.5	%		2,880	8.00	%		3,600	10.00	%
Cabarrus Bank and Trust		7,693	10.9	%		5,653	8.00	%		7,067	10.00	%
Tier I Capital to Risk
Weighted Assets:
Consolidated		30,200	9.2	%		13,173	4.00	%		19,760	6.00	%
Bank of Stanly		24,550	11.1	%		8,885	4.00	%		13,328	6.00	%
Anson Bank and Trust		4,123	11.5	%		1,440	4.00	%		2,160	6.00	%
Cabarrus Bank and Trust		7,053	10.0	%		2,827	4.00	%		4,240	6.00	%
Tier I Capital to
Average Assets:
Consolidated		30,200	7.6	%		15,833	4.00	%		19,791	5.00	%
Bank of Stanly		24,550	9.1	%		10,775	4.00	%		13,468	5.00	%
Anson Bank and Trust		4,123	8.8	%		1,884	4.00	%		2,355	5.00	%
Cabarrus Bank and Trust		7,053	8.8	%		3,212	4.00	%		4,015	5.00	%

As of December 31, 2008, the most recent notification from the Federal Deposit Insurance Corporation categorized all subsidiary banks as being well capitalized under the regulatory framework for prompt corrective action. There have been no conditions or events since such notification that management believes would have changed the categorizations.

On December 23, 2008, the Company entered into a letter agreement with the United States Department of Treasury to sell 10,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Senior Preferred”) with a redemption value of $10.0 million. The Company also issued a warrant to the Treasury that was immediately exercised for 500 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Warrant Preferred”) with redemption value of $500,000. Combined proceeds received for the issuance of both the Senior Preferred and the Warrant Preferred was $10.0 million, resulting in a net discount that has been allocated between the two issues based upon their relative fair values. As a condition of the Cumulative Perpetual Preferred Stock, the Company must obtain consent from the United States Department of the Treasury to repurchase its common stock or to pay a cash dividend. Furthermore, the Company has agreed to certain restrictions on executive compensation.

The Senior Preferred qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% per year, for the first five years, and 9% per year thereafter. Under the terms of the agreement, the Senior Preferred may be redeemed with prior approval from the Federal Reserve in the first three years with the proceeds from the issuance of certain qualifying Tier 1 capital or after three years at par value plus accrued and unpaid dividends.

The Warrant Preferred also qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 9% per year. Under the terms of the agreement, the Warrant Preferred may be redeemed after the Senior Preferred has been completely redeemed, at par value plus accrued and unpaid dividends. It is the Company’s intention to redeem both issues of preferred stock no later than the fifth anniversary of its issuance. Accordingly, the net discount of $500,000 is going to be amortized over five years.

36

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 14 - Shareholders’ Equity and Regulatory Matters (Continued)

On December 31, 2008, the Company entered into agreements with its subsidiary banks to sell Fixed Rate Noncumulative Perpetual Preferred Stock to the Company to provide an avenue for pushing portion of the funds received from Company’s issuance of preferred stock down to the subsidiary bank level. At December 31, 2008, Uwharrie Capital Corp had invested $4.0 million in Bank of Stanly and $3.0 million in Cabarrus Bank and Trust.

All of the Company’s aforementioned investments in its subsidiary banks qualify for Tier 1 capital treatment and are included as such in their respective year end capital ratios.

For the reserve maintenance period in effect at December 31, 2008, the subsidiary banks were required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank in the aggregate amount of $2.1 million as reserves on deposit liabilities.

Note 15 - Stock Matters

During 1996, the Company adopted the 1996 Incentive Stock Option Plan (“SOP”) and the Employee Stock Purchase Plan (“SPP”), under which options to purchase shares of the Company’s common stock may be granted to officers and eligible employees. Options granted under the SOP are exercisable in established increments according to vesting schedules, generally three to five years, and will expire if not exercised within ten years of the date of grant. Options granted under the SPP are fully vested at the date of grant and expire if not exercised within two years of the grant date. Both of these plans expired in 2006. At December 31, 2008, the SOP had 447,496 shares still outstanding and the SPP had no options outstanding.

During 2006, the Company adopted the 2006 Incentive Stock Option Plan (“SOP II”) and the Employee Stock Purchase Plan (“SPP II”), under which options to purchase shares of the Company’s common stock may be granted to officers and eligible employees. Options granted under the SOP II are exercisable in established increments according to vesting schedules, generally three to five years, and will expire if not exercised within ten years of the date of grant. Options granted under the SPP II are fully vested at the date of grant and expire if not exercised within two years of the grant date. At December 31, 2008, the SOP II had 12,360 shares outstanding and the SPP II had no options outstanding.

Employee Stock Plans

Activity under all option plans, reflecting the effects of the 3% stock dividends issued in 2008, 2007 and 2006, are as follows:

	2008				2007				2006
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Options outstanding at the beginning of the year	519,328		$	4.47	551,613		$	4.46	724,760		$	4.19
Options granted	12,360			5.34	—			—	15,914			5.80
Options exercised	(71,824	)		4.19	(13,538	)		2.66	(102,677	)		2.18
Forfeitures	(8	)		4.28	(18,747	)		5.30	(86,384	)		5.17
Options outstanding at the end of the year	459,856		$	4.54	519,328		$	4.48	551,613		$	4.46
Options exercisable at the end of the year	431,470		$	4.49	487,281		$	4.42	467,900		$	4.32

37

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 15 - Stock Matters (Continued)

At December 31, 2008, options outstanding had a weighted-average remaining term of 2.75 years. Total options outstanding at December 31, 2008 included 459,856 options exercisable at a range of $2.00 to $5.50 per share with a weighted average expected term of 2.75 years. Exercisable options at December 31, 2008 included 431,470 options exercisable at a range of $2.00 to $5.50 per share. At December 31, 2008, authorized shares of common stock reserved for future grants of options totaled 154,971 under the SOP II, and 103,234 under the SPP II.

The fair market value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. There were 12,360 shares granted during the twelve months ended December 31, 2008 under the SOP II. The fair value at the grant date was $1.65 using the following assumptions; a risk-free interest rate of 4.5%, a dividend yield of 0%, an expected life equal to 70% of the term of the option, and volatility of 14%. There were no shares granted in 2007. All options granted in 2006 were forfeited in 2007.

The following is a summary of stock option activity for the years ended December 31, 2008:

	Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2007	519,328		$	4.47
Granted	12,360			5.34
Exercised	(71,824	)		4.19
Forfeited	(8	)		4.28
Outstanding at December 31, 2008	459,856			4.54	$	96
Options exercisable at December 31, 2008	431,470					96

A summary of the status of the Company’s non-vested stock options as of December 31, 2008, and changes during the year then ended is presented below:

	Shares		Weighted Average Grant Date Fair Value
Non-vested December 31, 2007	32,052		$	1.40
Granted	12,360			1.60
Vested	(16,026	)		1.40
Forfeited	—			1.49
Non-vested December 31, 2008	28,386

The grant date fair value of stock options vested over the twelve months ended December 31, 2008, 2007 and 2006 was $22 thousand, $42 thousand and $64 thousand, respectively.

As of December 31, 2008, there was $24 thousand of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all of the Company’s stock benefit plans. That cost is expected to be recognized over a weighted-average period of 4.3 years.

The Company funds the option shares from authorized but unissued shares. The Company does not typically purchase shares to fulfill the obligations of the stock benefit plans. Company policy does allow option holders to exercise options with seasoned shares.

38

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 15 - Stock Matters (Continued)

For the twelve months ended December 31, 2008, 2007 and 2006 the intrinsic value of options exercised was $74 thousand, $38 thousand, and $332 thousand, respectively.

Stock Repurchase Program

On February 21, 1995, the Company’s Board of Directors authorized and approved a Stock Repurchase Program, to be reaffirmed annually, pursuant to which the Company may repurchase shares of the Company’s common stock for the primary purpose of providing liquidity to its shareholders. Pursuant to stock repurchase authorizations and limitations, the Company purchased 111,258 shares during 2008 and 237,669 shares during 2007 at an aggregate purchase price of $570,839 and $1,403,749, respectively.

Note 16 - Employee and Director Benefit Plans

Employees’ Savings Plus and Profit Sharing Plan

The Company has established an associate tax deferred savings plan under Section 401(k) of the Internal Revenue Code of 1986. All associates who are scheduled to work 500 hours or more are eligible to participate upon completion of six months of employment.

The Company’s annual contribution to the plan was $206,478 in 2008, $192,776 in 2007 and $169,982 in 2006, determined as follows:

• A matching contribution equivalent to 50% of the first 6% of each associate’s compensation contributed to the plan.

• A discretionary contribution, subject to approval by the Board of Directors, limited to an amount not to exceed the maximum amount deductible for income tax purposes.

Directors’ Deferred Compensation Plan

On March 1, 1994, the Company established a Directors’ Deferred Compensation Plan in accordance with the laws of the State of North Carolina under which each Director could elect to defer receipt for services rendered to the Company as a Director during the term of his or her service by entering into a written deferred compensation election. This plan was closed to new participants in 2001; subsequently, only two directors continued to defer receipt of fees in 2007 and one director continued in 2008. The balance in deferred directors’ compensation, not yet disbursed, was $165,487 and $195,938 at December 31, 2008 and 2007, respectively. Expense for the years ended December 31, 2008, 2007 and 2006 was $12,298, $12,956 and $12,283, respectively.

Employee Stock Ownership Plan

The Company established an Employee Stock Ownership Plan (“ESOP”) to benefit all qualified employees. The ESOP purchased 293,216 dividend adjusted shares of common stock in 1999 with proceeds received from a loan of $1.2 million from the Company. The loan is to be repaid over eighteen years with interest at 8%. The loan may be prepaid without penalty. The unallocated shares of stock held by the ESOP are pledged as collateral for the loan. The ESOP is funded by contributions made by the Company and its subsidiaries in amounts sufficient to retire the debt. At December 31, 2008, the outstanding balance of the loan is $735,813 and is presented as a reduction of shareholders’ equity.

39

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 16 - Employee and Director Benefit Plans (Continued)

Shares released as the debt is repaid and earnings from the common stock held by the ESOP are allocated among active participants on the basis of compensation in the year of allocation. Benefits vest 100% as they are allocated to participants. Dividends on unallocated shares may be used by the ESOP to repay the loan to the Company and are not reported as dividends in the financial statements. Dividends on allocated or committed to be allocated shares are credited to the accounts of the participants and reported as dividends in the consolidated financial statements.

Expenses of $326,633, $317,256 and $237,022 during the years ended December 31, 2008, 2007 and 2006, respectively, have been incurred in connection with the ESOP. At December 31, 2008, 229,196 shares held by the ESOP, including additional shares purchased, have been released or committed to be released to the ESOP’s participants for purposes of computing earnings per share. The fair value of the unallocated shares amounted to approximately $573 thousand at December 31, 2008.

Supplemental Executive Retirement Plan

The Company has implemented a non-qualifying deferred compensation plan for certain executive officers. Certain of the plan benefits will accrue and vest during the period of employment, and will be paid in fixed monthly benefit payments for up to ten years commencing with the officer’s retirement at any time after attainment of the age specified in the officer’s plan agreement. The plan also provides for payment of death benefits and for payment of disability benefits in the event the officer becomes permanently disabled prior to attainment of retirement age.

Effective December 31, 2008, this plan was amended and restated to comply with Section 409A of the Internal Revenue Code. The participants’ account liability balances as of December 31, 2008 will be transferred into a trust fund, where investments will be participant-directed. The plan is structured as a defined contribution plan and the Company’s expected annual funding contribution for the participant has been calculated through the participant’s expected retirement date. Under terms of the agreement, the Company has reserved the absolute right, at its sole discretion, to either fund or refrain from funding the plan. The plan also provides for payment of death benefits and for payment of disability benefits in the event the officer becomes permanently disabled prior to attainment of retirement age.

During 2008, 2007 and 2006 a provision of $447,930, $199,328 and $23,446, respectively, was expensed for future benefits to be provided under the plan. The liability accrued for compensation deferred under the plan amounts to $1.5 million and $734,010 at December 31, 2008 and 2007, respectively.

Split-Dollar Life Insurance

The Company has entered into Life Insurance Endorsement Method Split-Dollar Agreements with certain officers. Under these agreements, upon death of the officer, the Company first recovers the cash surrender value of the contract and then shares the remaining death benefits from insurance contracts, which are written with different carriers, with the designated beneficiaries of the officers. The death benefit to the officers’ beneficiaries is a multiple of base salary at the time of the agreements. The Company, as owner of the policies, retains an interest in the life insurance proceeds and a 100% interest in the cash surrender value of the policies.

40

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 17 - Fair Values of Financial Instruments and Interest Rate Risk

SFAS 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of financial assets and financial liabilities, including those that are not measured and reported at fair value on a recurring basis or non-recurring basis.

The fair value estimates presented below are made at December 31, based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price an asset could be sold at or the price a liability could be settled for. However, given there is no active market or observable market transactions for many of the Company’s financial instruments, the Company has made estimates of many of these fair values which are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. The estimated fair values disclosed in the following table do not represent market values of all assets and liabilities of the Company and should not be interpreted to represent the underlying value of the Company. The following table reflects a comparison of carrying amounts and the estimated fair value of the financial instruments as of December 31, 2008 and 2007.

	2008				2007
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(dollars in thousands)
Financial Assets
Cash and cash equivalents	$	13,284	$	13,284	$	16,197	$	16,197
Securities available for sale		68,835		68,835		51,005		51,005
Loans held for investment, net		336,469		354,083		318,477		322,115
Loans held for sale		2,691		2,691		2,916		2,917
FHLB Stock		2,284		2,284		2,137		2,137
Bank-owned life insurance		5,511		5,511		5,318		5,318
Accrued interest receivables		2,027		2,027		2,055		2,055
Financial Liabilities
Deposits	$	353,627	$	354,589	$	324,657	$	322,287
Short-term borrowings		22,249		22,249		31,928		31,928
Long-term debt		32,502		33,306		21,691		21,832
Accrued interest payable		502		502		596		596

The carrying amount of cash and cash equivalents and accrued interest approximate their fair values due to the short period of time until their expected realization. Securities available for sale are carried at fair value based on quoted market prices. See Note 2. The carrying amount of bank-owned life insurance is the current cash value. It is not practicable to determine fair value of Federal Home Loan Bank stock due to restrictions placed on its transferability and it is presented at its carrying value.

The following methods and assumptions were used by the Company in estimating the fair value of the financial instruments:

• Loans – The fair value of loans is estimated based on discounted expected cash flows using the current interest rates at which similar loans would be made. Loans held for sale, which represent current mortgage production forward sales not yet delivered, are valued based on current market prices. The fair value of loans does not consider the lack of liquidity and uncertainty in the market that would effect the valuation under SFAS No. 157, but the result is not material.

41

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 17 - Fair Values of Financial Instruments and Interest Rate Risk (Continued)

• Deposits – The fair value of checking, savings and money market deposit is deemed equal to the amount payable on demand. The fair value of certificates of deposit is estimated based on discounted cash flow analyses using offered market rates.

• Borrowings – The fair value disclosed for short-term borrowings, which are composed of overnight borrowings and debt due within one year approximate the carrying value for such debt. The estimated fair value for long-term borrowings are estimated based on discounted cash flow analyses using offered market rates.

At December 31, 2008, the subsidiary banks had outstanding standby letters of credit and commitments to extend credit. These off-balance sheet financial instruments are generally exercisable at the market rate prevailing at the date the underlying transaction will be completed; therefore, they were deemed to have no current fair value. See Note 12.

Interest Rate Risk

The Company assumes interest rate risk (the risk that general interest rate levels will change) in the course of its normal operations. As a result, fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are more likely to prepay in a falling rate environment and less likely to prepay in a rising rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

42

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 18 - Parent Company Financial Data

The following is a summary of the condensed financial statements of Uwharrie Capital Corp:

Condensed Balance Sheets

	December 31,
	2008		2007
	(dollars in thousands)
Assets
Cash and demand deposits with bank subsidiaries	$	3,297	$	289
Interest-earning deposits with bank subsidiaries		10,157		9,830
Investments in:
Bank subsidiaries		45,348		37,100
Nonbank subsidiaries		331		252
Other assets		1,387		770
Total assets	$	60,520	$	48,241
Liabilities and shareholders’ equity
Master notes	$	8,903	$	9,630
Long-term debt		2,600		6,600
Junior subordinated debentures		7,419		—
Other liabilities		365		437
Shareholders’ equity		41,233		31,574
Total liabilities and shareholders’ equity	$	60,520	$	48,241

Condensed Statement of Operations

	2008			2007			2006
	(dollars in thousands)
Equity in earnings of subsidiaries	$	2,738		$	3,734		$	2,915
Interest income		133			493			354
Management and service fees		4,464			4,227			3,854
Other income		94			119			190
Interest expense		535			1,029			921
Other operating expense		5,230			4,978			4,537
Income tax benefit		(365	)		(393	)		(216	)
Net income	$	2,029		$	2,959		$	2,071

43

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 18 - Parent Company Financial Data (Continued)

Condensed Statements of Cash Flows

	2008			2007			2006
	(dollars in thousands)
Cash flows from operating activities
Net income	$	2,029		$	2,959		$	2,071
Adjustments to reconcile net income to net cash Provided (used) by operating activities:
Equity in earnings of subsidiaries		(2,738	)		(3,734	)		(2,915	)
(Increase) decrease in other assets		(2,025	)		618			1,020
Increase (decrease) in other liabilities		(72	)		304			(61	)
Net cash provided (used) by operating activities		(2,806	)		147			115
Cash flows from investing activities
Dividends received from subsidiaries		200			1,800			—
Net cash provided by investing activities		200			1,800			—
Cash flows from financing activities
Net increase(decrease) in master notes		(727	)		3,022			2,153
Net increase(decrease) in long-term debt		(4,000	)		4,600			(400	)
Net decrease in subordinated debentures		—			(5,155	)		—
Net proceeds from issuance of junior subordinated debentures		7,419			—			—
Repurchase of common stock		(571	)		(1,404	)		(145	)
Net proceeds from issuance of preferred stock		10,500			—			—
Proceeds from issuance of common stock		301			36			224
Preferred stock purchased from bank subsidiaries		(7,000	)		—			—
Tax benefit of stock options exercised		26			3			48
Cash paid for fractional shares		(7	)		(9	)		(9	)
Net cash provided (used) by financing activities		5,941			1,093			1,871
Net increase in cash and cash equivalents		3,335			3,040			1,986
Cash and cash equivalents at beginning of period		10,119			7,079			5,093
Cash and cash equivalents at end of period	$	13,454		$	10,119		$	7,079

44

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 19 - Quarterly Financial Data

	First			Second			Third			Fourth
	(in thousands, except per share data)
2008
Interest income	$	6,697		$	6,382		$	6,267		$	6,218
Interest expense		(2,804	)		(2,429	)		(2,347	)		(2,248	)
Net interest income		3,893			3,953			3,920			3,970
Provision for loan losses		(86	)		(171	)		(529	)		(183	)
Net interest income after provision for loan losses		3,807			3,782			3,391			3,787
Noninterest income		1,865			1,895			1,650			1,345
Noninterest expense		(4,523	)		(4,532	)		(4,542	)		(5,092	)
Income before taxes		1,149			1,145			499			40
Income taxes		374			373			156			(99	)
Net income	$	775		$	772		$	343		$	139
Net income per common share
Basic	$	0.10		$	0.10		$	0.05		$	0.02
Diluted	$	0.10		$	0.10		$	0.05		$	0.02
	First			Second			Third			Fourth
	(in thousands, except per share data)
2007
Interest income	$	6,542		$	6,650		$	6,846		$	6,871
Interest expense		(3,058	)		(2,972	)		(2,964	)		(2,882	)
Net interest income		3,484			3,678			3,882			3,989
Provision for loan losses		—			138			(18	)		(135	)
Net interest income after provision for loan losses		3,484			3,816			3,864			3,854
Noninterest income		1,542			1,492			1,660			1,896
Noninterest expense		(4,083	)		(4,273	)		(4,414	)		(4,592	)
Income before taxes		943			1,035			1,110			1,158
Income taxes		285			318			336			348
Net income	$	658		$	717		$	774		$	810
Net income per common share
Basic	$	0.09		$	0.10		$	0.10		$	0.11
Diluted	$	0.09		$	0.10		$	0.10		$	0.11

45

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Selected Financial Data

Selected Financial Data

(in thousands except per share and shares outstanding information)

	2008			2007			2006			2005			2004
Summary of Operations
Interest income	$	25,564		$	26,909		$	24,353		$	19,161		$	15,906
Interest expense		9,828			11,876			10,702			6,630			4,734
Net interest income		15,736			15,033			13,651			12,531			11,172
Provision for loan losses		969			15			298			755			2,092
Noninterest income		6,755			6,590			5,469			4,351			4,271
Noninterest expense		18,689			17,362			15,918			14,087			13,297
Income taxes		804			1,287			833			523			(199	)
Net income	$	2,029		$	2,959		$	2,071		$	1,517		$	253
Per Common Share
Net income – basic (1)	$	0.27		$	0.39		$	0.27		$	0.19		$	0.03
Net income – diluted (1)		0.27			0.39			0.26			0.19			0.03
Book value (1)		4.11			4.14			3.76			3.51			3.42
Weighted Average Shares
Outstanding:
Basic (1)		7,482,488			7,603,494			7,685,978			7,683,316			7,809,801
Diluted (1)		7,469,057			7,706,832			7,802,102			7,870,576			7,992,650
Ratios
Return on average assets		0.48	%		0.75	%		0.56	%		0.45	%		0.08	%
Return on average equity		6.29	%		9.73	%		7.32	%		5.58	%		0.91	%
Average equity to average assets		7.63	%		7.73	%		7.67	%		8.14	%		8.64	%
Selected Year-end Balances
Assets	$	452,468		$	411,944		$	383,261		$	350,190		$	329,262
Loans held for investment		340,830			321,987			288,135			272,842			260,835
Securities		68,835			51,005			37,150			35,016			28,524
Deposits		353,627			324,657			309,600			273,976			246,939
Borrowed funds		54,751			53,619			42,329			47,007			53,796
Shareholders’ equity		41,233			31,574			29,633			27,453			27,156
Selected Average Balances
Assets	$	422,857		$	393,188		$	368,781		$	334,193		$	321,093
Loans held for investment		331,705			308,149			293,394			267,164			256,525
Securities		48,926			41,188			35,227			29,038			28,846
Deposits		337,384			312,261			289,742			254,591			234,424
Borrowed funds		50,643			48,075			48,510			50,265			57,296
Shareholders’ equity		32,245			30,402			28,299			27,187			27,741

(1) Net income per share, book value per share, weighted average shares outstanding and shares outstanding at year-end for 2004 through 2008 have been adjusted to reflect 3% stock dividends issued in 2008, 2007, 2006, 2005, and 2004.

46

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

A discussion and analysis of the Company’s operating results and financial condition are presented in the following narrative and financial tables. The comments are intended to supplement and should be reviewed in conjunction with the consolidated financial statements and notes thereto appearing on pages 8 - 46. References to changes in assets and liabilities represent end of period balances unless otherwise noted. All references in this Annual Report to net income per share and weighted average common and common equivalent shares outstanding have been adjusted to reflect 3% stock dividends in 2008, 2007, and 2006. Statements contained in this Annual Report, which are not historical facts, are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Amounts herein could vary as a result of market and other factors. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. Such forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “might,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, expected or anticipated revenue, results of operations and business of the Company that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services.

Financial Condition at December 31, 2008 and December 31, 2007

The Company’s total assets increased $40.6 million or 9.8% from $411.9 million at December 31, 2007 to $452.5 million at December 31, 2008. This increase resulted primarily from an $18.8 million increase in loans held for investment and a $17.8 million increase in securities available for sale. These increases were offset by a decrease of $2.9 million in cash and cash equivalents.

Loans held for investment increased $18.8 million, from $322.0 million at December 31, 2007 to $340.8 million at December 31, 2008, an increase of 5.9%. The growth was largely due to the 20.5%, or $7.7 million, increase in our commercial loan portfolio. Loans secured by real estate and our consumer portfolios experienced growth at a rate of 3.9% and 3.2%, respectively as well. Loans held for sale decreased $225 thousand, or 7.7%, for the period. At December 31, 2008 the allowance for loan losses was $4.4 million which represents1.28% of the loans held for investment portfolio.

Investment securities increased 35.0% during 2008, from $51.0 million at December 31, 2007 to $68.8 million at December 31, 2008. Throughout the year we invested in US Government agency securities, mortgage backed securities and municipal bonds. The downturn in the overall economy and the decrease in property values have greatly affected the mortgage backed security market. The Company had a decline of $3.2 million in the market value of its investment portfolio during 2008. The majority of this decline related to the whole loan CMO portfolio. The Company evaluated its mortgage backed portfolio for other than temporary impairments. Management believes that all of the losses are only temporary with the exception of one whole loan CMO. We recorded a $158 thousand impairment on that one security investment. The Company did not have any sales of securities during the year.

47

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Cash and cash equivalents decreased by $2.9 million during 2008. Cash and due from banks declined $10.8 million while interest earning deposits with banks grew $7.9 million. During the fourth quarter of 2008 the Federal Reserve began paying interest on the clearing balances on deposit. This change attributed to the shift between cash and due from banks and interest-earning deposits with banks.

Premises and equipment increased $2.4 million or 27.2% during 2008. During 2008, the Company renovated an office building to gain some much needed office space. The final cost of these renovations was $1.5 million, largely attributed to the overall increase in premises and equipment. The Company also purchased another downtown property in Albemarle to be used in the future at a cost of $283 thousand.

Other changes in our consolidated assets related to interest receivable, Federal Home Loan Bank stock and bank owned life insurance. Federal Home Loan Bank stock increased $147 thousand. Federal Home Loan Bank stock ownership is a requirement for member banks that utilize the Federal Home Loan Bank for borrowing funds. The amount of stock owned by each member bank is based primarily on the amount of borrowings outstanding. Bank owned life insurance also experienced growth of $193 thousand. These increases were offset by a decrease in interest receivable of $28 thousand.

Other real estate owned experienced an increase of $2.7 million during 2008. While the Company foreclosed on several loan relationships during the year, the majority of this increase is attributed to one loan relationship of $2.2 million.

Customer deposits continued to be our principal funding source in 2008, allowing us to fund the growth in assets discussed above. At December 31, 2008, deposits from our customers totaled $353.6 million, an increase of $28.9 million, or 8.9%, from $324.7 million at December 31, 2007. Time deposits grew $14.5 million, or 9.7%, during the period, while interest checking and money market accounts increased $14.9 million, or 14.6% and savings accounts increased $160 thousand. Offsetting the growth in the aforementioned areas was a decline in noninterest bearing demand accounts of $565 thousand.

The aforementioned growth in the loan and investment portfolios required the Company to increase net borrowings by $1.1 million during 2008. Borrowings consist of both short-term and long-term borrowed funds. The Company utilizes both short-term and long-term advances from the Federal Home Loan Bank. At December 31, 2008, $34.3 million of the total borrowings of $54.8 million were attributed to Federal Home Loan Bank advances.

During 2008, the Company conducted a private placement of up to 7,500 fixed rate junior subordinated debt securities at $1,000 per security with a minimum investment of $50 thousand dollars. These securities may be redeemed by the Company after June 30, 2010 and have a final maturity date of June 30, 2015. The junior subordinated debt pays interest quarterly at an annual fixed rate of 5.75%. At the end of the offering period the Company had raised $7.4 million in tier 2 capital that was outstanding at December 31, 2008 and included in long-term debt.

At December 31, 2008, total shareholders’ equity was $41.2 million, an increase of $9.7 million from December 31, 2007. Net income for the period was $2.0 million and the Company received $301 thousand from the exercise of stock options. These increases were offset by the repurchase of 111,258 shares of the Company’s common stock at a cost of $571 thousand and unrealized losses on investment securities, net of tax, of $1.9 million. On December 23, 2008, the Company entered into a letter agreement with the United States Department of Treasury to

48

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

sell 10,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, for a purchase price of $10.0 million. The Company also issued a warrant to the Treasury that was immediately exercised for 500 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B that totaled $500,000.

Results of Operations for the Years Ended December 31, 2008 and 2007

Earnings

The Company earned net income of $2.0 million, or $0.27, per basic common share for 2008 as compared with net income of $2.9 million, or $0.39 per basic common share, in 2007.

Net Interest Income

As with most financial institutions, the primary component of earnings for our banks is net interest income. Net interest income is the difference between interest income, principally from loan and investment securities portfolios, and interest expense, principally on customer deposits and borrowings. Changes in net interest income result from changes in volume, spread and margin. For this purpose, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets. Margin is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities, as well as by levels of noninterest bearing liabilities and capital.

Net interest income increased $703 thousand to $15.7 million for 2008 compared to the $15.0 million earned in 2007. During the year ended December 31, 2008 our growth in the volume of interest-earning assets outpaced the growth in interest-bearing liabilities by $970 thousand. The average yield on our interest-earning assets decreased 86 basis points to 6.63%, while the average rate we paid for our interest-bearing liabilities decreased 92 basis points. The Company’s assets that are interest rate sensitive adjust at the time the Federal Reserve Open Market Committee adjusts interest rates while interest-bearing time deposits adjust at the time of maturity. These decreases resulted in an increase of 6 basis points in our interest rate spread, from 3.70% in 2007 to 3.76% in 2008. Our net interest margin for 2008 was 4.13%, compared to 4.24% in 2007. Financial Table 1 on page 56 presents a detailed analysis of the components of the Company’s net interest income while Financial Table 2 on page 57 summarizes the effects on net interest income from changes in interest rates and in the dollar volume of the components of interest-earning assets and interest bearing liabilities.

Provision for Loan Losses

The provision for loan losses was $969 thousand and $15 thousand for the twelve months ended December 31, 2008 and 2007 respectively. There were net loan charge-offs of $118 thousand for the twelve months ended December 31, 2008 as compared with net loan recoveries of $324 thousand during the same period of 2007. Refer to the Asset Quality discussion beginning on page 51 for further information.

Noninterest Income

The Company generates most of its revenue from net interest income; however, diversification of our earnings base is of major importance to our long term success. Noninterest income increased 2.5%, from $6.6 million in 2007 to $6.8 million in 2008, an increase of $165 thousand.

49

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Service charges on deposit accounts grew $50 thousand to $2.2 million. Other income increased $108 thousand for the year ended December 31, 2008. The Company owns shares of VISA^® stock and also owned MasterCard^® stock. VISA^® redeemed a portion of this stock during the first quarter of 2008 resulting in other income of $59 thousand. We sold all of the shares of MasterCard^® during the second quarter of 2008 producing other income of $162 thousand. This income was the primary factor behind the growth in other income. The Company also benefited from an increase in income from mortgage loan sales of $251 thousand resulting from an increase in mortgage loan originations. The rate reductions during the year by the Federal Reserve attributed to this increase. These increases were offset by a decrease in other service fees and commissions of $320 thousand. Income generated from brokerage commissions and asset management fees decreased $260 thousand to $2.8 million, while other banking fees decreased $60 thousand or 5.0% during 2008. The recent downturn in the economy and the impact it has had on the overall stock market was the primary factor contributing to the decline in brokerage commissions and asset management fees.

Noninterest Expense

Noninterest expense increased $1.3 million to $18.7 million in 2008 compared to $17.4 million in 2007. Salaries and employee benefits, the largest component of noninterest expense, increased $481 thousand, from $10.1 million in 2007 to $10.6 million in 2008. Additions at the executive and bank support staff levels, together with normal salary increases, primarily account for this increase. Net occupancy expense increased $116 thousand during the year due to the afore mentioned renovations on an office building. Other noninterest expense increased $478 thousand for the year, including electronic banking expense, a major component of this category, which increased by $86 thousand. Increased usage of electronic banking products is the reason for the increase. Loan collection expense increased $132 thousand during the period. A large majority of this increase was related to one loan relationship.

Income Tax Expense

The Company had income tax expense of $804 thousand for 2008 at an effective tax rate of 28.38% compared to income tax expense of $1.3 million in 2007 at an effective tax rate of 30.31%. Income taxes computed at the statutory rate are reduced primarily by the eligible amount of interest earned on state and municipal securities and income earned on bank owned life insurance. The growth in nontaxable income out paced the growth in taxable income resulting in the decrease in the effective tax rate.

Results of Operations for the Years Ended December 31, 2007 and 2006

Earnings

The Company earned net income of $2.9 million, or $0.39, per basic share for 2007 as compared with net income of $2.1 million, or $0.28 per basic share, in 2006.

Net Interest Income

As with most financial institutions, the primary component of earnings for our banks, is net interest income. Net interest income is the difference between interest income, principally from loan and investment securities portfolios, and interest expense, principally on customer deposits and borrowings. Changes in net interest income result from changes in volume, spread and margin. For this purpose, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on

50

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets. Margin is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities, as well as by levels of noninterest bearing liabilities and capital.

Net interest income increased $1.4 million to $15.0 million for 2007 compared to the $13.6 million earned in 2006. During 2007, with the interest rates stabilizing, the increase in net interest income resulted from growth in the loan and investment portfolio. The average yield on our interest-earning assets increased 24 basis points to 7.49%, while the average rate we paid for our interest-bearing liabilities increased 11 basis points. These increases resulted in an increase of 13 basis points in our interest rate spread, from 3.57% in 2006 to 3.70% in 2007. Our net interest margin for 2007 was 4.22%, compared to 4.10% in 2006. Financial Table 1 on page 56 presents a detailed analysis of the components of the Company’s net interest income while Financial Table 2 on page 57 summarizes the effects on net interest income from changes in interest rates and in the dollar volume of the components of interest-earning assets and interest bearing liabilities.

Asset Quality

The Company’s allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. The allowance is increased by provisions charged to operations and by recoveries of amounts previously charged off, and reduced by loans charged off. Management evaluates the adequacy of the allowance at least quarterly. In evaluating the adequacy of the allowance, management considers the growth, composition and industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions and other relevant factors. The Company’s credit administration function, through a review process, validates the accuracy of the initial risk grade assessment. In addition, as a given loan’s credit quality improves or deteriorates, the credit administration department has the responsibility to change the borrower’s risk grade accordingly. For loans determined to be impaired, the allowance is based either on discounted cash flows using the loan’s initial effective interest rate or on the fair value of the collateral for certain collateral dependent loans. This evaluation is inherently subjective, as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans, which may be susceptible to significant change. In addition, regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require additions for estimated losses based upon judgments different from those of management.

Management uses the risk-grading program to facilitate the evaluation of probable inherent loan losses and the adequacy of the allowance for loan losses. In this program, risk grades are initially assigned by loan officers and reviewed and monitored by credit administration. The Company strives to maintain its loan portfolio in accordance with conservative loan underwriting policies that result in loans specifically tailored to the needs of its market area. Every effort is made to identify and minimize the credit risks associated with such lending strategies. The Company has no foreign loans and does not engage in significant lease financing or highly leveraged transactions. The Company follows a loan review program designed to evaluate the credit risk in the loan portfolio. This process includes the maintenance of an internally classified watch list that helps management assess the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. In establishing the appropriate classification for specific assets, management considers, among other factors, the estimated value of the underlying collateral, the borrower’s ability to repay, the borrower’s payment history and the

51

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

current delinquent status. As a result of this process, certain loans are categorized as substandard, doubtful or loss and reserves are allocated based on management’s judgment and historical experience.

The allowance for loan losses represents management’s estimate of an amount adequate to provide for known and inherent losses in the loan portfolio in the normal course of business. While management believes that it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while management believes it has established the allowance for loan losses in conformity with generally accepted accounting principles, there can be no assurance that regulators, in reviewing the Company’s portfolio, will not require an adjustment to the allowance for loan losses. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed herein. Any material increase in the allowance for loan losses may adversely affect the Company’s financial condition and results of operations.

The provision for loan losses increased from $15 thousand in 2007 to $969 thousand in 2008, an increase of $954 thousand. This increase is a result of managements’ impairment evaluations and the increase in impaired reserves deemed necessary. Impaired loans, which include all loans in nonaccrual status and other loans deemed by management to be impaired, were $12.5 million at December 31, 2008 compared to $7.2 million at December 31, 2007 resulting in an increase of $5.3 million. Total nonaccrual loans, which are a component of impaired loans, increased from $1.8 million at December 31, 2007 to $3.9 million at December 31, 2008. The level of specific reserves identified for impaired loans increased by $1.1 million. The increase in the level of specific reserves for impaired loans resulted from two customer relationships that are included in impaired loans. The specific reserves relating to these two relationships were $824 thousand. The Company had net loan charge-offs in 2008 of $118 thousand compared to net loan recoveries of $324 thousand in 2007.

The allowance expressed as a percentage of gross loans held for investment increased 19 basis points from 1.09% at December 31, 2007 to 1.28% at December 31, 2008. The allowance, as a percentage of total impaired loans, increased from 35.7% at December 31, 2007 to 53.3% at December 31, 2008. Likewise, the portion of the allowance specifically allocable to impaired loans increased from 16.8% at December 31, 2007 to 18.5% at December 31, 2008. Nonperforming loans, which consist solely of nonaccrual loans, were $3.9 million at December 31, 2008 as compared to $1.8 million at December 31, 2007. Nonperforming loans to total loans increased from 0.56% at December 31, 2007, to 1.14% at the end of 2008. The total allowance relative to non-performing loans decreased from 195.57% at the end of 2007 to 111.87% at this year end. During the year the Company had an increase in other real estate owned of $2.7 million. The major contributing factor is attributable to one loan totaling $2.2 million. Management believes the current level of allowance for loan losses to be adequate at this time.

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

The following nonperforming loan table shows the comparison for the past five years:

Nonperforming Assets

(dollars in thousands)

	At December 31,
	2008			2007			2006			2005			2004
Nonperforming Assets:
Nonaccrual loans	$	3,898		$	1,795		$	1,211		$	1,875		$	3,376
Other real estate owned		2,816			163			203			169			481
Total nonperforming assets	$	6,714		$	1,958		$	1,414		$	2,044		$	3,857
Accruing loans past due 90 days or more	$	3		$	—		$	500		$	339		$	1,150
Allowance for loan losses		4,361			3,510			3,171			4,482			4,983
Nonperforming loans to total loans		1.14	%		0.56	%		0.42	%		0.69	%		1.30	%
Allowance for loan losses to total loans		1.28	%		1.09	%		1.10	%		1.64	%		1.92	%
Nonperforming assets to total loans and other real estate		1.97	%		0.61	%		0.49	%		0.75	%		1.47	%
Nonperforming assets to total assets		1.48	%		0.48	%		0.37	%		0.58	%		1.17	%
Allowance for loan losses to nonperforming loans		111.87	%		195.57	%		261.78	%		239.09	%		147.59	%

Capital Resources

The Company continues to maintain good capital ratios that support its asset growth. The capital position is maintained through the retention of earnings and controlled growth. Regulatory agencies divide capital into Tier 1 (consisting of shareholders’ equity less ineligible intangible assets and accumulated other comprehensive income and allowable portions of trust preferred securities) and Tier 2 (consisting of the allowable portion of the reserve for loan losses and certain long-term debt) and measure capital adequacy by applying both capital levels to a banking company’s risk-adjusted assets and off-balance sheet items. In addition to these capital ratios, regulatory agencies have established a Tier 1 leverage ratio that measures Tier 1 capital to average assets less ineligible intangible assets.

Regulatory guidelines require a minimum of total capital to risk-adjusted assets ratio of 8% with one-half consisting of tangible common shareholders’ equity and a minimum Tier 1 leverage ratio of 4%. Banks which meet or exceed a Tier 1 ratio of 6%, a total capital ratio of 10% and a Tier 1 leverage ratio of 5% are considered well capitalized by regulatory standards. At December 31, 2008, the Company and its subsidiary banks were all well capitalized under applicable regulatory standards.

The Company expects to continue to exceed these minimums without altering current operations or strategy. Note 14 to the Consolidated Financial Statements presents additional information regarding the Company’s and its subsidiary banks’ capital ratios.

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Dividends

The Board of Directors of Uwharrie Capital Corp declared a 3% stock dividend in 2008, 2007, and in 2006. All references in this Annual Report to net income per share and weighted average common and common equivalent shares outstanding reflect the effects of these stock dividends.

Liquidity

Liquidity, the ability to raise cash when needed without adversely impacting profits, is managed primarily by the selection of asset mix and the maturity mix of liabilities. Maturities and the marketability of securities and other funding sources provide a source of liquidity to meet deposit fluctuations. Maturities in the securities portfolio, presented in Financial Table 4 on page 59, are supported by cash flows from mortgage-backed securities that have longer-term contractual maturities.

Other funding sources at year-end 2008 included $20.9 million in federal funds lines of credit from correspondent banks and approximately $36.1 million of remaining credit availability from the Federal Home Loan Bank. The Company may also borrow from the Federal Reserve Bank discount window. Growth in deposits is typically the primary source of funding for loans, supported by long-term credit available from the Federal Home Loan Bank.

At December 31, 2008, borrowings from federal funds lines and securities sold under repurchase agreements amounted to $1.5 million and a note payable to another bank of $2.6 million, while other short-term borrowings totaled $18.1 million. Long-term debt at that date consisted of advances of $25.0 million from the Federal Home Loan Bank, junior subordinated debt of $7.4 million and a mortgage payable of $83 thousand.

Management believes that the Company’s current sources of funds provide adequate liquidity for its current cash flow needs.

Contractual Obligations

The following table reflects the contractual obligations of the Company outstanding as of December 31, 2008.

	Payments Due by Period (in thousands)
	Total		On Demand or less than 1 year		1-3 Years		4-5 Years		After 5 Years
Contractual Obligations
Short-term debt	$	22,249	$	22,249	$	—	$	—	$	—
Long-term debt		32,502		—		16,017		9,030		7,455
Operating leases		596		102		155		120		219
Property purchase		1,250		1,050		100		100		—
Total contractual cash obligations, excluding deposits		56,597		23,401		16,272		9,250		7,674
Deposits		353,627		316,486		35,124		2,017		—
Total contractual cash obligations, including deposits	$	410,224	$	339,887	$	51,396	$	11,267	$	7,674

54

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Critical Accounting Policy

The Company’s most significant critical accounting policy is the determination of its allowance for loan losses. A critical accounting policy is one that is both very important to the portrayal of the Company’s financial condition and results, and requires management’s most difficult, subjective and/or complex judgments. What makes these judgments difficult, subjective and/or complex is the need to make estimates about the effects of matters that are inherently uncertain. Refer to the discussion within Allowance for Loan Losses and in Note 1 to the consolidated financial statements for a comprehensive discussion regarding this accounting policy.

Off-Balance Sheet Arrangements

The Company has various financial instruments (outstanding commitments) with off-balance sheet risk that are issued in the normal course of business to meet the financing needs of its customers. See Note 12 to the consolidated financial statements for more information regarding these commitments and contingent liabilities.

Interest Rate Sensitivity

The major component of income for the Company is net interest income, the difference between yield earned on assets and interest paid on liabilities. This differential or margin can vary over time as changes in interest rates occur. The volatility of changes in this differential can be measured by the timing (or repricing) difference between maturing assets and liabilities.

To identify interest rate sensitivity, a common measure is a gap analysis, which reflects the difference or gap between rate sensitive assets and liabilities over various time periods. Gap analysis at December 31, 2008 is reflected in Financial Table 3 on page 58. While management reviews this information, it has implemented the use of a simulation model which calculates expected net interest income based on projected interest-earning assets, interest-bearing liabilities and interest rates and provides a more relevant view of interest rate risk than traditional gap tables. The simulation allows comparison of flat, rising and falling rate scenarios to determine sensitivity of earnings to changes in interest rates.

The Company models immediate rising and declining rate shocks of 2% on its subsidiary banks as preferred by regulators. The most recent consolidated 2% rate shock projections from the asset liability model, measured over a twelve-month period, indicate a negative impact of 8.08% on net interest income in a rates down scenario and a negative impact of 1.71% on net interest income in a rates up environment. Two of the subsidiary banks are asset sensitive and typically have some negative impact when rates decline, since the majority of interest bearing assets will reprice more quickly than the interest bearing liabilities. The other bank is liability sensitive, with the opposite effect, and the blend provides some balance in the consolidated results.

The principal goals of the Company’s asset liability management are the maintenance of adequate liquidity and the management of interest rate risk. Interest rate risk management attempts to balance the effects of interest rate changes on interest-sensitive assets and liabilities to protect net interest income from wide fluctuations that could result from changes in interest rates. The Company’s Asset Liability Management Committee monitors market changes in interest rates and assists with pricing loan and deposit products consistent with funding source needs and asset growth projections.

55

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 1

Average Balances and Net Interest Income Analysis

(dollars in thousands)

	2008						2007						2006
	Average Balance		Interest Income/ Expense		Average Yield/ Rate (1)		Average Balance		Interest Income/ Expense		Average Yield/ Rate (1)		Average Balance		Interest Income Expense		Average Yield Rate (1)
Interest-earning assets
Taxable securities	$	36,573	$	2,021	5.53	%	$	30,364	$	1,711	5.63	%	$	25,741	$	1,266	4.92	%
Non-taxable securities (1)		14,738		678	7.49	%		12,847		549	6.95	%		11,586		517	7.26	%
Short-term investments		5,386		85	1.58	%		14,219		733	5.16	%		11,274		611	5.42	%
Taxable loans (2)		332,986		22,592	6.78	%		304,195		23,724	7.80	%		289,194		21,758	7.52	%
Non-taxable loans (1)		4,086		188	7.49	%		3,954		192	7.90	%		4,200		201	7.79	%
Total interest-earning assets		393,769		25,564	6.63	%		365,579		26,909	7.49	%		341,995		24,353	7.25	%
Non-earning assets
Cash and due from banks		9,964						11,253						11,833
Premises and equipment, net		9,735						8,694						8,419
Interest receivable and other		9,389						7,662						6,534
Total non-earning assets		29,088						27,609						26,786
Total assets	$	422,857					$	393,188					$	368,781
Interest-bearing liabilities
Savings deposits	$	26,246	$	301	1.15	%	$	26,635	$	526	1.97	%	$	32,304	$	734	2.27	%
Interest checking & MMDA		109,469		1,357	1.24	%		102,643		2,550	2.48	%		89,174		2,342	2.63	%
Time deposits		155,983		6,281	4.03	%		136,217		6,454	4.74	%		121,053		5,191	4.29	%
Total deposits		291,698		7,939	2.72	%		265,495		9,530	3.59	%		242,531		8,267	3.41	%
Short-term borrowed funds		19,453		529	2.72	%		27,742		1,128	4.07	%		17,928		758	4.23	%
Long-term debt		31,190		1,360	4.36	%		20,333		1,218	5.99	%		30,582		1,677	5.48	%
Total interest-bearing liabilities		342,341		9,828	2.87	%		313,570		11,876	3.79	%		291,041		10,702	3.68	%
Noninterest liabilities
Transaction deposits		45,685						46,766						47,210
Interest payable and other		2,586						2,450						2,231
Total liabilities		390,612						362,786						340,482
Shareholders’ equity		32,245						30,402						28,299
Total liabilities and shareholders equity	$	422,857					$	393,188					$	368,781
Interest rate spread					3.76	%					3.70	%					3.57	%
Net interest income and net interest margin			$	15,736	4.13	%			$	15,033	4.24	%			$	13,651	4.12	%

1) Yields related to securities and loans exempt from federal and/or state income taxes are stated on a fully tax-equivalent basis, assuming a 38.55% tax rate.

2) Nonaccrual loans are included in loans, net of unearned income.

56

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 2

Volume and Rate Variance Analysis

(dollars in thousands)

	2008 Versus 2007									2007 Versus 2006
	Volume			Rate			Net Change			Volume			Rate			Net Change
Interest-earning assets
Taxable securities	$	346		$	(36	)	$	310		$	244		$	201		$	445
Non-taxable securities (17)		84			45			129			55			(23	)		32
Short-term investments		(297	)		(351	)		(648	)		156			(34	)		122
Taxable loans		2,099			(3,231	)		(1,132	)		1,149			817			1,966
Non-taxable loans		6			(10	)		(4	)		(12	)		3			(9	)
Total interest-earning assets		2,238			(3,583	)		(1,345	)		1,592			964			2,556
Interest-bearing liabilities
Savings deposits		(6	)		(219	)		(225	)		(120	)		(88	)		(208	)
Transaction and MMDA deposits		127			(1,320	)		(1,193	)		344			(136	)		208
Other time deposits		866			(1,039	)		(173	)		684			579			1,263
Short-term borrowed funds		(281	)		(318	)		(599	)		407			(37	)		370
Long-term debt		562			(420	)		142			(588	)		129			(459	)
Total interest-bearing liabilities		1,268			(3,316	)		(2,048	)		727			447			1,174
Net interest income	$	970		$	(267	)	$	703		$	865		$	517		$	1,382

The above table analyzes the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. The table distinguishes between (i) changes attributable to volume (changes in volume multiplied by the prior period’s rate), (ii) changes attributable to rate (changes in rate multiplied by the prior period’s volume), and (iii) net change (the sum of the previous columns). The change attributable to both rate and volume (changes in rate multiplied by changes in volume) has been allocated equally to the change attributable to volume and the change attributable to rate.

57

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 3

Interest Rate Sensitivity Analysis

(dollars in thousands)

	1-90 Day Position			3-6 Month Position			6-12 Month Position			1-5 Year Position			> 5 Year Position			Total Position
Interest-earning assets
Interest-earning deposits with banks	$	8,109		$	750		$	1,494			—		$	—		$	10,353
Investment securities		478			4,036			3,804			11,910			48,607			68,835
FHLB and other stock		—			—			—			—			3,026			3,026
Loans held for sale		2,691			—			—			—			—			2,691
Loans held for investment		192,948			6,133			10,390			89,513			41,846			340,830
Total interest-earning assets		204,226			10,919			15,688			101,423			93,479			425,735
Interest-bearing liabilities
Deposits		37,887			50,782			84,533			123,502			10,891			307,595
Short-term borrowed funds		16,643			1,002			2,004			—			—			19,649
Long-term debt		—			—			2,600			23,530			8,972			35,102
Total interest-bearing liabilities		54,530			51,784			89,137			147,032			19,863			362,346
Interest sensitivity GAP per period	$	149,696		$	(40,865	)	$	(73,449	)	$	(45,609	)	$	73,616		$	63,389
Cumulative interest sensitivity GAP	$	149,696		$	108,831		$	35,382		$	(10,227	)	$	63,389		$	63,389
Ratios
Cumulative gap as a percentage of total interest-earning assets		35.16	%		25.56	%		8.31	%		(2.40	)%		14.89	%		14.89	%
Cumulative interest-earning assets as a percentage of interest-bearing liabilities		374.52	%		202.37	%		118.10	%		97.01	%		117.49	%		117.49	%

58

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 4

Investment Securities Portfolio Analysis

(dollars in thousands)

	December 31, 2008
	Amortized Cost		Estimated Fair Value		Book Yield(1)
Securities available for sale
U.S. Government agencies
Due within one year		1,512		1,541	4.16	%
Due after one but within five years		5,532		5,664	4.76	%
Due after five but within ten years		3,425		3,438	5.10	%
		10,469		10,643	4.79	%
Mortgage-backed securities
Due after one year but within five years		721		729	5.92	%
Due after five but within ten year		4,569		4,733	5.00	%
Due after ten years		39,210		35,934	5.41	%
		44,500		41,396	5.37	%
State and political
Due within one year		1,063		1,080	6.73	%
Due after one but within five years		5,313		5,397	5.60	%
Due after five but within ten year		4,800		4,959	7.50	%
Due after ten years		5,220		5,360	7.64	%
		16,396		16,796	6.92	%
Total Securities available for sale
Due within one year		2,575		2,621	5.39	%
Due after one but within five years		11,566		11,790	5.62	%
Due after five but within ten year		12,794		13,130	6.17	%
Due after ten years		44,430		41,294	5.75	%
	$	71,365	$	68,835	5.79	%

1) Yields on securities and investments exempt from federal and/or state income taxes are stated on a fully tax- equivalent basis, assuming a 38.55% tax rate.

59

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 5

Noninterest Income

(dollars in thousands)

	Year Ended December 31,
	2008			2007			2006
Service charges on deposit accounts	$	2,238		$	2,188		$	2,000
Other banking fees		1,138			1,198			984
Asset management fees		1,396			1,473			974
Brokerage commissions		243			426			371
Other noninterest income		578			400			348
Core noninterest income		5,593			5,685			4,677
Income from mortgage loan sales		1,208			957			764
Security gains (losses)		—			(76	)		60
Gains (losses) from sale of OREO		(41	)		(2	)		(23	)
Other gains (losses) from sale of assets		(5	)		26			(9	)
Total noninterest income	$	6,755		$	6,590		$	5,469
Financial Table 6
Other Noninterest Expense
(dollars in thousands)
	Year Ended December 31,
	2008			2007			2006
Professional fees and services	$	687		$	720		$	618
Marketing and donations		682			639			669
Office supplies and printing		286			277			280
Postage		200			173			192
Telephone and data lines		244			232			212
Electronic banking expense		792			706			604
Software amortization and maintenance		455			448			372
Loan collection cost		272			140			172
FDIC insurance		128			66			35
Subordinated debt issue costs		16			130			5
Other		1,711			1,464			1,361
Total other noninterest expense	$	5,473		$	4,995		$	4,520

60

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 7

Loan Portfolio Composition

(dollars in thousands)

	At December 31,
	2008					2007					2006
	Amount			% of Total Loans		Amount			% of Total Loans		Amount			% of Total Loans
Loan type:
Commercial	$	45,470		13.35	%	$	37,724		11.72	%	$	36,406		12.64	%
Real estate - construction		50,661		14.87	%		46,546		14.46	%		27,342		9.49	%
Real estate - residential		139,346		40.90	%		135,842		42.21	%		126,111		43.79	%
Real estate - commercial		89,561		26.29	%		86,593		26.90	%		84,744		29.43	%
Consumer		15,499		4.55	%		15,022		4.67	%		13,262		4.60	%
Other		121		0.04	%		143		0.04	%		133		0.05	%
Total loans		340,658		100.00	%		321,870		100.00	%		287,998		100.00	%
Less:
Allowance for loan losses		(4,361	)				(3,510	)				(3,171	)
Unearned net loan fees		172					117					137
Net loans	$	336,469				$	318,477				$	284,964

	At December 31,
	2005					2004
	Amount			% of Total Loans		Amount			% of Total Loans
Loan type:
Commercial	$	37,299		13.68	%	$	37,718		14.47	%
Real estate - construction		21,206		7.78	%		25,480		9.77	%
Real estate - residential		116,715		42.81	%		102,627		39.38	%
Real estate - commercial		83,861		30.76	%		81,283		31.18	%
Consumer		13,479		4.94	%		13,488		5.17	%
Other		72		0.03	%		90		0.03	%
Total loans		272,632		100.00	%	$	260,686		100.00	%
Less:
Allowance for loan losses		(4,482	)				(4,983	)
Unearned net loan fees		210					149
Net loans	$	268,360				$	255,852

61

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 8

Selected Loan Maturities

(dollars in thousands)

	December 31, 2008
	One Year or Less		One to Five Years		Over Five Years		Total
Commercial and agricultural	$	22,812	$	15,516	$	7,142	$	45,470
Real estate – construction		27,820		18,229		4,612		50,661
Total selected loans	$	50,632	$	33,745	$	11,754	$	96,131
Fixed rate loans	$	15,694	$	84,153	$	56,838	$	156,685
Sensitivity to rate changes:
Variable interest rates	$	186,836	$	—	$	—	$	186,836

62

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 9

Activity in the Allowance for Loan Loss

(dollars in thousands)

	At or for the Year Ended December 31,
	2008			2007			2006			2005			2004
Allowance for loan losses at beginning of year	$	3,510		$	3,171		$	4,482		$	4,983		$	3,224
Provision for loan losses		969			15			298			755			2,092
Loan charge-offs:
Commercial		122			—			1,533			1,124			224
Real estate		15			—			14			—			—
Consumer		151			224			140			254			149
Total charge-offs		288			224			1,687			1,378			373
Recoveries of loans previously charged off:
Commercial		120			440			34			3			1
Real estate		—			—			—			—			—
Consumer		50			108			44			119			39
Total recoveries		170			548			78			122			40
Net charge-offs (recoveries)		118			(324	)		1,609			1,256			333
Allowance for loan losses at end of year	$	4,361		$	3,510		$	3,171		$	4,482		$	4,983
Net (charge-offs) recoveries as a percent of average loans		0.04	%		0.11	%		(0.55	)%		(0.47	)%		(0.13	)%

63

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 10

Allocation of the Allowance for Loan Losses

(dollars in thousands)

	At December 31,
	2008				2007				2006
	Amount		% of Total Loans (1)		Amount		% of Total Loans (1)		Amount		% of Total Loans (1)
Commercial	$	288	13.35	%	$	326	11.72	%	$	356	12.64	%
Real estate - construction		1,232	14.87	%		325	14.46	%		255	9.49	%
Real estate - residential		1,180	40.90	%		922	42.21	%		1,235	43.79	%
Real estate - commercial		1,385	26.29	%		1,715	26.90	%		1,123	29.43	%
Consumer loans		276	4.55	%		222	4.67	%		202	4.60	%
Other		—	0.04	%		—	0.04	%		—	0.05	%
Unallocated		—	—	%		—	—	%		—	—	%
Total loans	$	4,361	100.00	%	$	3,510	100.00	%	$	3,171	100.00	%

	At December 31,
	2005				2004
	Amount		% of Total Loans (1)		Amount		% of Total Loans (1)
Commercial	$	2,474	13.68	%	$	897	14.47	%
Real estate - construction		101	7.78	%		185	9.77	%
Real estate - residential		323	42.81	%		509	39.38	%
Real estate - commercial		1,159	30.76	%		2,965	31.18	%
Consumer		369	4.94	%		359	5.17	%
Other		—	—	%		—	—	%
Unallocated		56	0.03	%		68	0.03	%
Total loans	$	4,482	100.00	%	$	4,983	100.00	%

(1) Represents total of all outstanding loans in each category as a percent of total loans outstanding.

64

UWHARRIE CAPITAL CORP AND SUBSIDIARIES

Management’s Discussion And Analysis of Financial Condition And Results of Operations

Financial Table 11

Maturities of Time Deposits

(dollars in thousands)

	3 Months or Less		Over 3 Months to 6 Months		Over 6 Months to 12 Months		Over 12 Months		Total
Time Deposits of $100,000 or more	$	7,872	$	13,106	$	29,708	$	12,635	$	63,321
Other Time Deposits		17,263		21,359		37,461		24,506		100,589
	$	25,135	$	34,465	$	67,169	$	37,141	$	163,910

Financial Table 12

Securities Performance Ratios

	At December 31,
	2008		2007		2006		2005		2004
Return on average assets	0.48	%	0.75	%	0.56	%	0.45	%	0.08	%
Return on average equity	6.29	%	9.73	%	7.32	%	5.58	%	0.91	%
Equity to average assets ratio	7.63	%	7.73	%	7.67	%	8.14	%	8.64	%

65

	UWHARRIE CAPITAL CORP Board of Directors
Joe S. Brooks	Joseph R. Kluttz, Jr.	Susan J. Rourke
Manager	President	President and Owner
Brothers Precision Tool Co.	Albemarle Insurance Agency, Inc.	U.S. Land Management Co.
Ronald T. Burleson	W. Chester Lowder	Donald P. Scarborough
Partner	Director of Livestock Program	Board Vice Chairman
Thurman Burleson and Sons Farm	Public Policy Division	President and Owner
	NC Farm Bureau Federation, Inc.	Plan Road, Realty, Inc.
Henry E. Farmer, Sr.	Barry S. Moose	John W. Shealy, Jr.
Retired – President and Owner	Division Engineer	President
Henry E. Farmer, Inc.	NC Department of Transportation	Capital Concrete Co.
Charles F. Geschickter, III	James E. Nance	Michael E. Snyder, Sr.
President and Chief Executive Officer	President	Board Chairman
ST Motorsports, Inc.;	Confederate Motors, Inc.	Vice President
JTG Racing, Inc.		EJS and Sons, LLC
Thomas M. Hearne, Jr.	Emmett S. Patterson	Douglas L. Stafford
Geopavement Engineer Transportation	Retired – General Manager and Executive Vice President Pee Dee Electric Membership Corporation	Manager Griffin Stafford, LLC
Charles D. Horne	Timothy J. Propst	Emily M. Thomas
President Hornwood, Inc.	Executive Vice President Propst Construction Co., Inc.	Vice President - Administration and Finance CMH Flooring Products, Inc.
	Executive Officers
Robert O. Bratton	W.D. “Bill” Lawhon, Jr.	Jimmy L. Strayhorn
Chief Financial Officer	President and Chief Executive Officer	President and Chief Executive Officer
Uwharrie Capital Corp	Bank of Stanly	Anson Bank & Trust Co.
Roger L. Dick	Christy D. Stoner	Jeffrey M. Talley
President and Chief Executive Officer Uwharrie Capital Corp	President and Chief Executive Officer The Strategic Alliance Corporation, BOS Agency, Inc. Chief Executive Officer Strategic Investment Advisors, Inc. Executive Vice President Marketing Uwharrie Capital Corp	President Strategic Investment Advisors, Inc.
Brendan P. Duffey		Barbara S. Williams
Executive Vice President and Chief Operating Officer Uwharrie Capital Corp		Executive Vice President and Controller Uwharrie Capital Corp
Patricia K. Horton President and Chief Executive Officer Cabarrus Bank & Trust Company

66

EX-21

Exhibit 21

UWHARRIE CAPITAL CORP

SUBSIDIARIES OF THE REGISTRANT

At December 31, 2008

Subsidiaries of Uwharrie Capital Corp	State of Incorporation
Bank of Stanly	North Carolina
Anson Bank & Trust Co.	North Carolina
Cabarrus Bank & Trust Company	North Carolina
Strategic Investment Advisors, Inc.	North Carolina
Uwharrie Mortgage, Inc.	North Carolina
Subsidiaries of Bank of Stanly	State of Incorporation
The Strategic Alliance Corporation	North Carolina
BOS Agency, Inc.	North Carolina
Gateway Mortgage, Inc	North Carolina

28

EX-31.1

Exhibit 31.1

UWHARRIE CAPITAL CORP

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Roger L. Dick, certify that:

1. I have reviewed this report on Form 10-K of Uwharrie Capital Corp (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 17, 2009	By:	/s/ Roger L. Dick
		Roger L. Dick
		Chief Executive Officer

29

EX-31.2

Exhibit 31.2

UWHARRIE CAPITAL CORP

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert O. Bratton, certify that:

1. I have reviewed this report on Form 10-K of Uwharrie Capital Corp (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 17, 2009	/s/ Robert O. Bratton
	Robert O. Bratton
	Principal Financial Officer

30

EX-32

Exhibit 32

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)

The undersigned hereby certifies that, to his or her knowledge, (i) the Form 10-K filed by Uwharrie Capital Corp (the “Issuer”) for the fiscal year ended December 31, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Issuer on the dates and for the periods presented therein.

Date: March 17, 2009	/s/ Roger L. Dick
	Roger L. Dick
	Chief Executive Officer
Date: March 17, 2009	/s/ Robert O. Bratton
	Robert O. Bratton
	Principal Financial Officer

31