Exhibit
      10.2:

    


    SOUTHERN
      COMMUNITY BANK AND TRUST 

    Salary
      Continuation Agreement of 

    James
      Hastings

    


    This
      Salary
      Continuation Agreement
      (this
“Agreement”) is entered into as of this 4th
      day
      of
June,
      2008,
      by and between Southern
      Community Bank and Trust,
      a North
      Carolina-chartered bank (the “Bank”), and James
      Hastings
      its
Executive
      Vice President/Chief Financial Officer (the
      “Executive”).

    


    WHEREAS,
      the
      Executive has contributed substantially to the success of the Bank and the
      Bank
      desires that the Executive continue in its employ;

    


    WHEREAS,
      to
      encourage the Executive to remain in the employment of the Bank, the Bank is
      willing to provide salary continuation benefits to the Executive under this
      Agreement, payable from the Bank’s general assets; 

    


    WHEREAS,
      none of
      the conditions or events included in the definition of the term “golden
      parachute payment” that is set forth in Section 18(k)(4)(A)(ii) of the Federal
      Deposit Insurance Act [12U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit
      Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists
      or,
      to the best knowledge of the Bank, are contemplated insofar as the Bank is
      concerned;

    


    WHEREAS,
      the
      parties hereto intend that this Agreement shall be considered an unfunded
      arrangement maintained primarily to provide supplemental retirement benefits
      for
      the Executive, and to be considered a non-qualified benefit plan for purposes
      of
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The
      Executive is fully advised of the Bank’s financial status and understands that
      he is a general creditor of the Bank;

    


    NOW
      THEREFORE,
      in
      consideration of these premises and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Executive and
      the
      Bank hereby agree as follows.

    


    ARTICLE
      1 

    DEFINITIONS

    


    The
      following words and phrases used in this Agreement have the meanings specified.
      

    


    
      	
              1.1

            	
              “Accrual
                Balance”
                means the liability that should be accrued by the Bank under generally
                accepted accounting principles (“GAAP”) for the Bank’s obligation to the
                Executive under this Agreement, applying Accounting Principles Board
                Opinion No. 12 as amended by Statement of Financial Accounting Standards
                No. 106. The Accrual Balance shall be calculated using a Discount
                Rate
                determined by the Plan Administrator, resulting in an Accrual Balance
                at
                the Executive’s Normal Retirement Age that is equal to the present value
                of the normal retirement benefits assuming commencement at Normal
                Retirement Date of August 1,
                2017.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    The
      “Discount
      Rate”
      means
      the rate used by the Plan Administrator for determining the Accrual Balance.
      If
      required by its outside auditors, the Plan Administrator may adjust the Discount
      Rate to maintain the rate within reasonable standards according to GAAP. Unless
      otherwise changed by the Plan Administrator the Discount Rate shall be seven
      percent (7%). Any change in the Discount Rate shall not cause the Executive’s
      Account Balance to be reduced, but would only affect the future accounting
      accrual. 

    


    
      	
              1.2
                

            	
              “Actuarial
                (Actuarially) Equivalent”
                means a benefit of equivalent value differing in timing, payment
                period,
                or manner of payment to the Normal Annuity Form determined by generally
                accepted actuarial principles. The actuarial equivalent is calculated
                for
                different purposes, as follows:

            


    

    


    
      	 	
              (a)

            	
              For
                Benefits Not Paid as a Lump Sum:
                All alternate forms of distributions shall be Actuarially Equivalent
                to
                the Normal Annuity Form of distribution at a Participant’s Normal
                Retirement Date. The alternative form of payment shall be based on
                the
                1983
                Group Annuity Male Mortality Table,
                with an interest assumption of
                7.0%.

            


    

    


    
      	 	
              (b)

            	
              For
                Benefits Paid in a Lump Sum:
                Any lump sum payment (a form of benefit differing in time, period,
                or
                manner of payment from a specific benefit provided under this Agreement)
                shall be computed using the “1983 Group Annuity Male Mortality Table” and
                the “Applicable Interest Rate” where the “Applicable Interest Rate” shall
                mean the greater of either (i) seven percent (7%), or (ii) the 30
                Year US
                Treasury Bond Rate in effect as of the first of the month preceding
                the
                month of payment. 

            


    

    


    
      	
              1.3
                

            	
              “Beneficiary”
                means each designated person, or the estate of the deceased Executive,
                entitled to benefits, if any, upon the death of the Executive, determined
                according to Article 4. 

            


    

    


    
      	
              1.4
                

            	
              “Change
                in Control”
                shall mean a change in control as defined in Internal Revenue Code
                Section
                409A and rules, regulations, and guidance of general application
                thereunder issued by the Department of the Treasury, including –
                

            


    

    


    
      	
            	(a)	
              Change
                in ownership:
                A
                change in ownership of Southern Community Financial Corporation occurs
                on
                the date any one person or group of persons accumulates ownership
                of
                Southern Community Financial Corporation’s stock constituting more than
                50% of the total fair market value or total voting power of Southern
                Community Financial Corporation’s stock,


            


    

     

    
      	
            	(b)	
              Change
                in effective control: A
                change in effective control occurs when either (i)
                any one person or more than one person acting as a group acquires
                within a
                12-month period ownership of stock of Southern Community Financial
                Corporation possessing 35% or more of the total voting power of Southern
                Community Financial Corporation’s stock, or (ii)
                a
                majority of Southern Community Financial Corporation’s Board of Directors
                is replaced during any 12-month period by Directors whose appointment
                or
                election is not endorsed in advance by a majority of Southern Community
                Financial Corporation’s Board of Directors, or


            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
            	(c)	
              Change
                in ownership of a substantial portion of assets:
                A
                change in the ownership of a substantial portion of Southern Community
                Financial Corporation’s assets occurs if in a 12 -month period any one
                person or more than one person acting as a group acquires assets
                from
                Southern Community Financial Corporation having a total gross fair
                market
                value equal to or exceeding 40% of the total gross fair market value
                of
                all of the assets of Southern Community Financial Corporation immediately
                before the acquisition or acquisitions. For this purpose, “gross fair
                market value” means the value of Southern Community Financial
                Corporation’s assets, or the value of the assets being disposed of,
                determined without regard to any liabilities associated with the
                assets.
                

            


    

    


    
      	
              1.5

            	
               “Code”
                means the Internal Revenue Code of 1986, as amended, and rules,
                regulations, and guidance of general application issued thereunder
                by the
                Department of the Treasury. 

            


    

    


    
      
        
          	1.6	
                  “Disability”
                    means that a Participant is either:


                


        

      

    

    


    
      	 	
              (a)
                

            	
              Unable
                to engage in any substantial gainful activity by reason of any medically
                determinable physical or mental impairment which can be expected
                to result
                in death or can be expected to last for a continuous period of not
                less
                than 12 months, or

            


    

    


    
      	
            	(b)	
              By
                reason of any medically determinable physical or mental impairment
                (which
                can be expected to result in death or can be expected to last for
                a
                continuous period of not less than 12 months) receiving income replacement
                benefits for a period of three (3) or more months under an accident
                and
                health plan covering employees of the
                Employer.

            


    

    


    
      	
              1.7
                

            	
              “Early
                Termination”
                means Separation from Service before Normal Retirement Age for reasons
                other than death, Disability, Termination for Cause, or after a Change
                in
                Control. 

            


    

    


    
      	1.8	
              “Effective
                Date”
                means July 1, 2008.

            


    

    


    
      	
              1.9

            	
               “Intentional,”
                for purposes of this Agreement, no act or failure to act on the part
                of
                the Executive shall be deemed to have been intentional if it was
                due
                primarily to an error in judgment or negligence. An act or failure
                to act
                on the Executive’s part shall be considered intentional if it is not in
                good faith and if it is without a reasonable belief that the action
                or
                failure to act is in the best interests of the Bank.
                

            


    

    


    
      	1.10	
              “Normal
                Retirement Age”
                means August 1, 2017.

            


      	 	The Participant’s date of birth is July 21,
              1952.


    

     

    
      	1.11	
              “Plan
                Administrator”
                or “Administrator”
                means the plan administrator described in Article
                8. 

            


    

    


    
      	
              1.12
                

            	
              “Plan
                Year”
                means a twelve-month period commencing on January 1 and ending on
                December
                31 of each year. The initial Plan Year shall commence on July 1,
                2008 and
                end December 31, 2008.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
              1.13
                

            	
              “Separation
                from Service”
                means the Executive’s service (as an executive and/or independent
                contractor to the Bank and any member of a controlled group, as defined
                in
                Code Section 414), terminates for any reason, other than because
                of a
                leave of absence approved by the Bank or the Executive’s death. For
                purposes of this Agreement, if there is a dispute about the employment
                status of the Executive or the date of the Executive’s Separation from
                Service, the Bank shall have the sole and absolute right to decide
                the
                dispute unless a Change in Control shall have occurred.
                

            


    

    


    
      	
              1.14
                

            	
              “Termination
                for Cause”
                and “Cause”
                shall have the same meaning specified in any effective Severance
                or
                Employment Agreement existing on the date hereof or hereafter entered
                into
                between the Executive and the Bank. If the Executive is not a party
                to a
                severance or employment agreement containing a definition of “termination
                for cause”, then Termination
                for Cause
                shall mean the Bank terminated the Executive’s employment because of any
                of the following reasons: 

            


    

    


    
      	 	
              (a)
                

            	
              the
                Executive’s gross negligence or gross neglect of duties or intentional and
                material failure to perform stated duties after written notice thereof,
                or
                

            


    

    


    
      	 	
              (b)

            	
              disloyalty
                or dishonesty by the Executive in the performance of the Executive’s
                duties, or a breach of the Executive’s fiduciary duties for personal
                profit, in any case whether in the Executive’s capacity as a director or
                officer, or 

            


    

    


    
      	 	
              (c)
                

            	
              intentional
                wrongful damage by the Executive to the business or property of the
                Bank
                or its affiliates, including without limitation the reputation of
                the
                Bank, which in the judgment of the Bank causes material harm to the
                Bank
                or affiliates, or 

            


    

    


    
      	 	
              (d)
                

            	
              a
                willful violation by the Executive of any applicable law or significant
                policy of the Bank or an affiliate that, in the Bank’s judgment, results
                in an adverse effect on the Bank or any affiliate, regardless of
                whether
                the violation leads to criminal prosecution or conviction. For purposes
                of
                this Agreement, applicable laws include any statute, rule, regulatory
                order, statement of policy, or final cease-and-desist order of any
                governmental agency or body having regulatory authority over the
                Bank, or
                

            


    

    


    
      	 	
              (e)

            	
              the
                Executive is removed from office or permanently prohibited from
                participating in the Bank’s affairs by an order issued under Section
                8(e)(4) or Section 8(g)(1) of the Federal Deposit Insurance Act,
                12 U.S.C.
                1818(e)(4) or (g)(1), or 

            


    

    


    
      	 	
              (f)

            	
              conviction
                of the Executive for or plea of no contest to a felony or conviction
                of or
                plea of no contest to a misdemeanor involving moral turpitude, or
                the
                actual incarceration of the Executive.


            


    

    


    
      	
              1.15
                

            	
              Year
                of Vesting Service.
                Shall mean each calendar year in which the Executive completes 1,000
                or
                more hours of service in the employ of the Bank.
                

            


    

     

    
      
        ARTICLE
          2     LIFETIME
          BENEFITS

      

    

    


    
      	
              2.1
                

            	
              Normal
                Retirement Benefit.
                Unless a Separation
                from Service
                or
                a Change
                in Control
                occurs before Normal Retirement Age, when the Executive attains his
                Normal
                Retirement Age the Bank shall pay to the Executive the benefit described
                in this Section 2.1(a) instead of any other benefit under this
                Agreement

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (a)

            	
              Amount
                of Normal Form of benefit.
                The annual Normal Retirement benefit under this Section 2.1 is $40,000,
                which shall be paid in monthly installments in the monthly amount
                of
                $3,333.33 for the Life of the Executive (Normal Form is a Life Annuity).
                

            


    

    


    
      	 	
              (b)

            	
              Payment
                of benefit.
                Subject to the six month delay provision in Section 2.7 herein, the
                Bank
                shall pay the annual benefit to the Executive in 12 equal monthly
                installments payable on the first day of each month, beginning with
                the
                month immediately after the month in which the Executive attains
                the
                Normal Retirement Age. The Normal Retirement monthly benefit as provided
                in Section 2.1(a) above, shall be paid to the Executive for the
                Executive’s lifetime with the last payment ceasing as of the first day of
                the month preceding the Executive’s death.


            


    

    .
      

    
      	 	
              (c)

            	
              Alternative
                Forms of Payment. Executive
                may elect to receive his Normal Retirement Benefit payable under
                this
                Agreement payable in a Form other than a Life Annuity (as provided
                above
                in Section 2.1(a) above), provided he elects to do so either on his
                initial Election Form or a Change of Election Form. Any Change of
                Election
                Form must be in accordance with IRC 409A and such Change of Election
                Form
                must be received by the Plan Administrator at least 12 months prior
                to the
                date payment of benefits are to other commence under this Agreement.
                

            


    

    


    Accordingly,
      a Participant may elect, in lieu of a Life Annuity, to receive his Normal
      Retirement Benefit in one of the following Alternative Forms of
      Payment:

    


    
      	 	
              (i)

            	
              Life
                Annuity with either a 120 or 180 guaranteed monthly
                payments;

            


    

    
      	 	
              (ii)

            	
              Joint
                and 50% (or 100%) Survivor Annuity.


            


    

    


    Any
      Alternative Form of Payment provide herein shall be the Actuarial Equivalent
      of
      the Normal Form (Life Annuity) of payment. 

    


    
      	
               

            	
              If
                the Executive’s Separation
                from Service
                thereafter is a Termination
                for Cause
                or
                if this Agreement terminates under Article 5, no further benefits
                shall be
                paid.

            


    

    


    
      	
              2.2
                

            	
              Early
                Termination Benefit.
                Upon Early Termination as defined in Section 1.7, the Bank shall
                pay to
                the Executive the benefit described in this Section 2.2(a) instead
                of any
                other benefit under this Agreement.

            


    

    


    
      	 	
              (a)

            	
              Amount
                of benefit.
                The Executive’s vested Accrual Balance as of the end of the month
                preceding his Early Termination shall be converted (without discounting
                for the time value of money) as of his Normal Retirement Date into
                a Life
                Annuity (or other Alternative Form of Payment as provided in Section
                2.1(c) above), based on the Actuarial Equivalent of his vested Accrual
                Balance as of such date.

            


    

    
      	 	 	 


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
            	(b)	
              Payment
                of benefit.
                The Bank shall commence payment of the monthly retirement benefit
                as
                computed in Section 2.2 above beginning with the later
                of
                (i)
                the seventh month after the Executive’s Separation from Service, or
                (ii)
                the month immediately after the month in which the Executive attains
                his
                Normal Retirement Age. The monthly benefit shall be paid to the Executive
                for the Executive’s lifetime, subject to any Alternative Form of Payment
                the Executive may have elected in accordance with Section 2.1(c)
                herein.
                

            


    

    


    
      	 	
              (c)

            	 	
              Vesting
                of Accrued Balance.
                The Vested amount of a Executive’s Accrued Balance shall be determined on
                the basis of the Executive’s number of Years of Vesting Service according
                to the following schedule:

            


    

    

      
        	
                Vesting Schedule

              	 
	
                Years of Vesting Service 

              	 	
                Percent Vested

              	 
	
                Less
                  than 3

              	 	 	
                0

              	
                %

              
	
                3

              	 	 	
                33
                  1/3

              	
                %

              
	
                4

              	 	 	
                66
                  2/3

              	
                %

              
	
                5
                  or more years

              	 	 	
                100

              	
                %

              


      

    

    


    
      	
              2.3
                

            	
              Disability
                Benefit.
                Upon Separation from Service because of Disability before Normal
                Retirement Age, the Bank shall pay to the Executive the benefit described
                in this Section 2.3(a) instead of any other benefit under this
                Agreement.

            


    

    


    
      	 	
              (a)

            	
              Amount
                of benefit.
                The Executive’s vested Accrual Balance as of the end of the month
                preceding the date of his Disability shall be converted (without
                discounting for the time value of money) as of his Normal Retirement
                Date
                into a Life Annuity (or other Alternative Form of Payment as provided
                in
                Section 2.1(c) above), based on the Actuarial Equivalent of his vested
                Accrual Balance as of such date. 

            


    

    


    
      	 	
              (b)
                

            	
              Payment
                of benefit.
                The Bank shall pay the Disability benefit to the Executive in 12
                equal
                monthly installments on the first day of each month beginning with
                the
                later
                of
                (i)
                the seventh month after the Executive’s Separation from Service, or (ii)
                the month immediately after the month in which the Executive attains
                his
                Normal Retirement Age. 

            


    

     

    
      	
              2.4
                

            	
              Change-in-Control
                Benefit.
                If a Change
                in Control
                occurs after the Effective Date of this Agreement but before the
                Executive’s Normal Retirement Age and before his Separation from Service,
                the Bank shall pay to the Executive the benefit described in this
                Section
                2.4(a) instead of any other benefit under this
                Agreement.

            


    

    


    
      	 	
              (a)
                

            	
              Amount
                of benefit:
                The benefit under this Section 2.4 is the Accrual Balance existing
                when
                the Change of Control occurs.

            


    

    


    
      	 	
              (b)
                

            	
              Payment
                of benefit:
                The Bank shall pay the Change-in-Control benefit under Section 2.4
                of this
                Agreement to the Executive in a single lump sum within ten (10) days
                after
                the Change in Control. If the Executive receives the benefit under
                this
                Section 2.4 because of the occurrence of a Change in Control, the
                Executive shall not be entitled to claim additional benefits under
                Section
                2.4 if an additional Change in Control occurs thereafter.
                

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              2.5
                

            	
              Occurrence
                of a Change in Control: Lump-sum Payment of Normal Retirement Benefit,
                Early Termination Benefit, or Disability Benefit Being Paid.
                If
                a Change in Control occurs at any time during the salary continuation
                benefit payment period and if when the Change in Control occurs the
                Executive is receiving or is entitled to receive at his Normal Retirement
                Age the benefit provided by Sections 2.1(b), 2.2(b), or 2.3(c), the
                Bank
                shall pay in a lump sum the present value of the Actuarial Equivalent
                of
                any remaining salary continuation benefits to the Executive in a
                single
                lump sum within ten (10) days after the Change in Control.
                

            


    

    


    
      	
              2.6
                

            	
              Contradiction
                Between this Agreement and Schedule A.
                If there is a contradiction between this Agreement and Schedule
                A
                attached hereto concerning the amount of a particular benefit due
                the
                Executive under Sections 2.2, 2.3, or 2.4 hereof, then the amount
                of the
                benefit determined under this Agreement shall control. If the Plan
                Administrator changes the Discount Rate employed for purposes of
                calculating the Accrual Balance, the Plan Administrator shall prepare
                or
                cause to be prepared a revised Schedule A, which shall supersede
                and
                replace any and all Schedules A previously prepared under or attached
                to
                this Agreement. However, any
                change in the Discount Rate shall not cause the Executive’s Account
                Balance to be reduced, but would only affect the future accounting
                accrual.

            


    

    


    
      	
              2.7 

            	
              Savings
                Clause Relating to Compliance with Code Section 409A.
                Despite any contrary provision of this Agreement, if when the Executive’s
                employment terminates the Executive is a Specified
                Employee,
                as defined in Code Section 409A, and if any payments under Article
                2 of
                this Agreement will result in additional tax or interest to the Executive
                because of Section 409A, the Executive will not be entitled to the
                payments under Article 2 until the earliest
                of:

            


    

    


    
      	 	
              (i)

            	
              the
                date that is at least six (6) months after termination of the Executive’s
                employment for reasons other than the Executive’s death,
                or

            


    

    


    
      	
            	(ii)	
              the
                date of the Executive’s death, or

            


    

    


    
      	
            	(iii)	
              any
                earlier date that does not result in additional tax or interest to
                the
                Executive under Section 409A. 

            


    

    


    If
      any
      provision of this Agreement would subject the Executive to additional tax or
      interest under Section 409A of the Code or result in a violation of Section
      409A
      of Code, the Bank shall reform such provision. However, the Bank shall maintain
      to the maximum extent practicable the original intent of the applicable
      provision without subjecting the Executive to additional tax or interest, and
      the Bank shall not be required to incur any additional compensation expense
      as a
      result of the reformed provision. References in this Agreement to Section 409A
      of the Code include rules, regulations, and guidance of general application
      issued by the Department of the Treasury under Code Section 409A.



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              2.8

            	
              One
                Benefit Only.
                Despite anything to the contrary in this Agreement, the Executive
                and
                Beneficiary are entitled to one benefit only under this Agreement,
                which
                shall be determined by the first event to occur that is dealt with
                by this
                Agreement. Except as provided in Section 2.5 or Article 3, subsequent
                occurrence of events dealt with by this Agreement shall not entitle
                the
                Executive or Beneficiary to other or additional benefits under this
                Agreement.

            


    

    


    ARTICLE
      3   DEATH BENEFITS

    


    
      	
              3.1
                

            	
              Death
                During Active Service.
                If the Executive dies before a Separation
                from Service,
                at the death of the Executive, the Executive’s Beneficiary shall be
                entitled to an amount payable in a lump sum amount equal to the Accrual
                Balance existing at the time of the Executive’s death, unless the
                Change-in-Control benefit shall have previously been paid to the
                Executive.

            


    

    


    No
      benefit shall be paid to the Beneficiary under the above paragraph, if the
      Change-in-Control benefit shall have previously been paid to the Executive.
      If a
      benefit is payable to the Executive’s Beneficiary under the paragraph above, the
      benefit shall be paid in a single lump sum 90 days after the Executive’s death.
      However, no benefits under this Agreement shall be paid or payable to the
      Executive or the Executive’s Beneficiary if this Agreement is terminated under
      Article 5. 

    


    
      	
              3.2

            	
              Death
                after Separation from Service.
                If the Executive dies after a Separation
                from Service
                and
                if such Separation from Service was not as a result of a Termination
                for
                Cause, at the Executive’s death the Executive’s Beneficiary shall be
                entitled to a monthly payment based on the Alternative Form of Payment
                the
                Executive elected in accordance with Section 2.1(c), provided he
                elected a
                Alternative Form of Payment in lieu of the Normal Annuity Form which
                is a
                Life Annuity. However, no payment shall be made to a Beneficiary
                under
                this Section 3.2 if a lump sum payment has previously been made under
                the
                Change-in-Control benefit payable under Section 2.5 above. However,
                no
                benefits under this Agreement shall be paid or payable to the Executive
                or
                the Executive’s Beneficiary if this Agreement is terminated under Article
                5. 

            


    

    


    ARTICLE
      4   BENEFICIARIES

    


    
      	
              4.1
                

            	
              Beneficiary
                Designations.
                The Executive shall have the right to designate at any time a Beneficiary
                to receive any benefits payable under this Agreement upon the death
                of the
                Executive. The Beneficiary designated under this Agreement may be
                the same
                as, or different from, the beneficiary designation under any other
                benefit
                plan of the Bank in which the Executive participates.
                

            


    

    


    
      	
              4.2 

            	
              Beneficiary
                Designation: Change.
                The Executive shall designate a Beneficiary by completing and signing
                the
                Beneficiary Designation Form and delivering it to the Plan Administrator
                or its designated agent. The Executive’s Beneficiary designation shall be
                deemed automatically revoked if the Beneficiary predeceases the Executive
                or if the Executive names a spouse as Beneficiary and the marriage
                is
                subsequently dissolved. The Executive shall have the right to change
                a
                Beneficiary by completing, signing, and otherwise complying with
                the terms
                of the Beneficiary Designation Form and the Plan Administrator’s rules and
                procedures, as in effect from time to time. Upon the acceptance by
                the
                Plan Administrator of a new Beneficiary Designation Form, all Beneficiary
                designations previously filed shall be cancelled. The Plan Administrator
                shall be entitled to rely on the last Beneficiary Designation Form
                filed
                by the Executive and accepted by the Plan Administrator before the
                Executive’s death.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	
              4.3
                

            	
              Acknowledgment.
                No designation or change in designation of a Beneficiary shall be
                effective until received, accepted, and acknowledged in writing by
                the
                Plan Administrator or its designated agent.


            


    

    


    
      	
              4.4
                

            	
              No
                Beneficiary Designation.
                If the Executive dies without a valid beneficiary designation, or
                if all
                designated Beneficiaries predecease the Executive, then the Executive’s
                spouse shall be the designated Beneficiary. If the Executive has
                no
                surviving spouse, the benefits shall be made to the personal
                representative of the Executive’s estate.


            


    

    


    
      	
              4.5
                

            	
              Facility
                of Payment.
                If a benefit is payable to a minor, to a person declared incapacitated,
                or
                to a person incapable of handling the disposition of his or her property,
                the Bank may pay such benefit to the guardian, legal representative,
                or
                person having the care or custody of the minor, incapacitated person,
                or
                incapable person. The Bank may require proof of incapacity, minority,
                or
                guardianship as it may deem appropriate before distribution of the
                benefit. Distribution shall completely discharge the Bank from all
                liability for the benefit. 

            


    

    


    ARTICLE
      5   GENERAL LIMITATIONS

    


    
      	
              5.1
                

            	
              Termination
                for Cause.
                Despite any contrary provision of this Agreement, the Bank shall
                not pay
                any benefit under this Agreement and this Agreement shall terminate
                if a
                Separation
                from Service
                is
                the result of Termination
                for Cause

            


    

    


    
      	
              5.2

            	
              Suicide
                or Misstatement. The
                Bank shall not pay any benefit under this Agreement and the Beneficiary
                shall be entitled to no benefits if the Executive commits suicide
                within
                two years after the date of this Agreement or if the Executive makes
                any
                material misstatement of fact on any application or resume provided
                to the
                Bank or on any life insurance application for benefits which death
                benefits would be payable to the Bank.


            


    

    


    
      	
              5.3

            	
              Removal.
                If the Executive is removed from office or permanently prohibited
                from
                participating in the Bank’s affairs by an order issued under Section
                8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
                1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement
                shall terminate as of the effective date of the order.
                

            


    

    


    
      	
              5.4

            	
              Default.
                Notwithstanding any provision of this Agreement to the contrary,
                if the
                Bank is in “default” or “in danger of default,” as those terms are defined
                in Section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x),
                all obligations under this Agreement shall
                terminate.

            


    

    


    
      	
              5.5

            	
              FDIC
                Open-Bank Assistance.
                All obligations under this Agreement shall terminate, except to the
                extent
                determined that continuation of the contract is necessary for the
                continued operation of the Bank, when the Federal Deposit Insurance
                Corporation enters into an agreement to provide assistance to or
                on behalf
                of the Bank under the authority contained in Federal Deposit Insurance
                Act
                Section 13(c). 12 U.S.C.
                1823(c).

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    However,
      rights of the parties that have already vested in accordance with Section 2.2(c)
      shall not be affected by such action. 

    


    ARTICLE
      6  CLAIMS
      AND REVIEW PROCEDURES

    


    
      	
              6.1
                

            	
              Claims
                Procedure.
                A
                person or beneficiary (“claimant”) who has not received benefits under
                this Agreement that he or she believes should be paid may make a
                claim for
                such benefits as follows –

            


    

    


    
      	 	
              (a)

            	
              Initiation
                – written claim.
                The claimant initiates a claim by submitting to the Administrator
                a
                written claim for the benefits. If the claim relates to the contents
                of a
                notice received by the claimant, the claim must be made within 60
                days
                after the notice was received by the claimant. All other claims must
                be
                made within 180 days after the date of the event that caused the
                claim to
                arise. The claim must state with particularity the determination
                desired
                by the claimant.

            


    

    


    
      	 	
              (b)
                

            	
              Timing
                of Bank response.
                The Bank shall respond to the claimant within 90 days after receiving
                the
                claim. If the Bank determines that special circumstances require
                additional time for processing the claim, the Bank may extend the
                response
                period by an additional 90 days by notifying the claimant in writing
                before the end of the initial 90-day period that an additional period
                is
                required. The notice of extension must state the special circumstances
                and
                the date by which the Bank expects to render its
                decision.

            


    

    


    
      	 	
              (c)

            	
              Notice
                of decision.
                If the Bank denies part or all of the claim, the Bank shall notify
                the
                claimant in writing of the denial. The Bank shall write the notification
                in a manner calculated to be understood by the claimant. The notification
                shall set forth – 

            


    

    


    
      	
            	(i)	
              the
                specific reasons for the denial, 

            


    

     

    
      	
            	(ii)	
              a
                reference to the specific provisions of the Agreement on which the
                denial
                is based, 

            


    

    


    
      
        
          	
                	(iii)	
                  a
                    description of any additional information or material necessary
                    for the
                    claimant
                    to perfect the claim and an explanation of why it is needed,
                    

                


        

      

    

    


    
      	 	
              (iv)
                

            	
              an
                explanation of the Agreement’s review procedures and the time limits
                applicable to such procedures, and 

            


    

    


    
      	 	
              (v)
                

            	
              a
                statement of the claimant’s right to bring a civil action under ERISA
                Section 502(a) following an adverse benefit determination on review.
                

            


    

    


    
      	
              6.2 

            	
              Review
                Procedure.
                If the Bank denies part or all of the claim, the claimant shall have
                the
                opportunity for a full and fair review by the Bank of the denial,
                as
                follows – 

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	
            	(a)	
              Initiation
                – written request.
                To initiate the review, the claimant, within 60 days after
                receiving the Bank’s notice of denial, must file with the Bank a written
                request
                for review.

            


    

    


    
      	 	
              (b)
                

            	
              Additional
                submissions – information access.
                The claimant shall then have the opportunity to submit written comments,
                documents, records, and other information relating to the claim.
                The Bank
                shall also provide the claimant, upon request and free of charge,
                reasonable access to and copies of all documents, records, and other
                information relevant (as defined in applicable ERISA regulations)
                to the
                claimant’s claim for benefits.

            


    

    


    
      	 	
              (c)

            	
              Considerations
                on review.
                In considering the review, the Bank shall take into account all materials
                and information the claimant submits relating to the claim, without
                regard
                to whether the information was submitted or considered in the initial
                benefit determination.

            


    

    


    
      	 	
              (d)

            	
               Timing
                of Bank response.
                The Bank shall respond in writing to the claimant within 60 days
                after
                receiving the request for review. If the Bank determines that special
                circumstances require additional time for processing the claim, the
                Bank
                may extend the response period by an additional 60 days by notifying
                the
                claimant in writing before the end of the initial 60-day period that
                an
                additional period is required. The notice of extension must state
                the
                special circumstances and the date by which the Bank expects to render
                its
                decision.

            


    

    


    
      	 	
              (e)

            	
              Notice
                of decision.
                The Bank shall notify the claimant in writing of its decision on
                review.
                The Bank shall write the notification in a manner calculated to be
                understood by the claimant. The notification shall set forth -
                

            


    

    


    
      	
            	(i)	
              the
                specific reason for the denial, 

            


    

    


    
      	 	
              (ii)
                

            	
              a
                reference to the specific provisions of the Agreement on which the
                denial
                is based, 

            


    

    


    
      	 	
              (iii)
                

            	
              a
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to and copies of all documents, records,
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits, and


            


    

    


    
      	 	
              (iv)
                

            	
              a
                statement of the claimant’s right to bring a civil action under ERISA
                Section 502(a). 

            


    

    


    
      	
              6.3
                

            	
              Reimbursement
                of Expenses.
                If the claimant prevails at the conclusion of the claims and review
                procedure outlined in this Article 6, including any civil action
                brought
                by the claimant under ERISA Section 502(a), the Bank shall reimburse
                the
                claimant for all legal expenses incurred by the claimant in the claims
                and
                review procedure. 

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      7   MISCELLANEOUS

     

    
      	
              7.1
                

            	
              Amendments
                and Termination.
                Subject to Section 7.15 of this Agreement, this Agreement may be
                amended
                solely by a written agreement signed by the Bank and by the Executive;
                and
                except for termination occurring under Article 5, this Agreement
                may be
                terminated solely by a written agreement signed by the Bank and by
                the
                Executive.

            


    

     

    
      	
              7.2
                

            	
              Binding
                Effect.
                This Agreement shall bind the Executive, the Bank, and their
                Beneficiaries, survivors, executors, successors, administrators,
                and
                transferees. 

            


    

    


    
      	
              7.3

            	
              No
                Guarantee of Employment.
                This Agreement is not an employment policy or contract. It does not
                give
                the Executive the right to remain an employee of the Bank nor does
                it
                interfere with the Bank’s right to discharge the Executive. It also does
                not require the Executive to remain an employee or interfere with
                the
                Executive’s right to terminate employment at any
                time.

            


    

     

    
      	
              7.4
                

            	
              Non-Transferability.
                Benefits under this Agreement cannot be sold, transferred, assigned,
                pledged, attached, or encumbered in any
                manner.

            


    

     

    
      	
              7.5
                

            	
              Successors;
                Binding Agreement.
                By an assumption agreement in form and substance satisfactory to
                the
                Executive, the Bank shall require any successor (whether direct or
                indirect, by purchase, merger, consolidation, or otherwise) to all
                or
                substantially all of the business or assets of the Bank to expressly
                assume and agree to perform this Agreement in the same manner and
                to the
                same extent that the Bank would be required to perform this Agreement
                if
                no such succession had occurred.

            


    

     

    
      	
              7.6
                

            	
              Tax
                Withholding.
                The Bank shall withhold any taxes that are required to be withheld
                from
                the benefits provided under this
                Agreement.

            


    

     

    
      	
              7.7
                

            	
              Applicable
                Law.
                This Agreement and all rights hereunder shall be governed by the
                laws of
                the State of North Carolina, except to the extent preempted by the
                laws of
                the United States of America. 

            


    

    


    
      	
              7.8
                

            	
              Unfunded
                Arrangement.
                The Executive and Beneficiary are general unsecured creditors of
                the Bank
                for the payment of benefits under this Agreement. The benefits represent
                the mere promise by the Bank to pay the benefits. Rights to benefits
                are
                not subject in any manner to anticipation, alienation, sale, transfer,
                assignment, pledge, encumbrance, attachment, or garnishment by creditors.
                Any insurance on the Executive’s life is a general asset of the Bank to
                which the Executive and Beneficiary have no preferred or secured
                claim.
                

            


    

    


    
      	
              7.9
                

            	
              Entire
                Agreement.
                This Agreement constitutes the entire agreement between the Bank
                and the
                Executive concerning the subject matter. No rights are granted to
                the
                Executive under this Agreement other than those specifically set
                forth.
                

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	
              7.10
                

            	
              Severability.
                If any provision of this Agreement is held invalid, such invalidity
                shall
                not affect any other provision of this Agreement not held invalid,
                and
                each such other provision shall continue in full force and effect
                to the
                full extent consistent with law. If any provision of this Agreement
                is
                held invalid in part, such invalidity shall not affect the remainder
                of
                the provision not held invalid, and the remainder of such provision
                together with all other provisions of this Agreement shall continue
                in
                full force and effect to the full extent consistent with law.
                

            


    

    


    
      	
              7.11
                

            	
              Headings.
                Caption headings and subheadings herein are included solely for
                convenience of reference and shall not affect the meaning or
                interpretation of any provision of this Agreement.
                

            


    

    


    
      	
              7.12

            	
              Notices.
                All notices, requests, demands and other communications hereunder
                shall be
                in writing and shall be deemed to have been duly given if delivered
                by
                hand or mailed, certified or registered mail, return receipt requested,
                with postage prepaid, to the following addresses or to such other
                address
                as either party may designate by like notice. If to the Bank, notice
                shall
                be given to:

            


    

    


    Board
      of
      Directors 

    Southern
      Community Bank and Trust 

    4605
      Country Club Road 

    Winston-Salem,
      North Carolina 27104 

    


    or
      to
      such other or additional person or persons as the Bank shall have designated
      to
      the Executive in writing. If to the Executive, notice shall be given to the
      Executive at the Executive’s address appearing on the Bank’s records, or to such
      other or additional person or persons as the Executive shall have designated
      to
      the Bank in writing. 

    


    
      	
              7.13

            	
              Payment
                of Legal Fees.
                The Bank is aware that after a Change
                in Control
                management of the Bank could cause or attempt to cause the Bank to
                refuse
                to comply with its obligations under this Agreement, or could institute
                or
                cause or attempt to cause the Bank to institute litigation seeking
                to have
                this Agreement declared unenforceable, or could take or attempt to
                take
                other action to deny Executive the benefits intended under this Agreement.
                In these circumstances the purpose of this Agreement would be
                frustrated.

            


    

    


    It
      is the
      intention of the Bank that the Executive not be required to incur the expenses
      associated with the enforcement of rights under this Agreement, whether by
      litigation or other legal action, because the cost and expense thereof would
      substantially detract from the benefits intended to be granted to the Executive
      hereunder. It is the intention of the Bank that the Executive not be forced
      to
      negotiate settlement of rights under this Agreement under threat of incurring
      expenses. Accordingly, if after a Change
      in Control
      occurs
      it appears to the Executive that:

    


    
      	 	
              (i)

            	
              the
                Bank has failed to comply with any of its obligations under this
                Agreement, or

            


    

    


    
      	 	
              (ii)

            	
              the
                Bank or any other person has taken any action to declare this Agreement
                void or unenforceable, or instituted any litigation or other legal
                action
                designed to deny, diminish, or to recover from the Executive the
                benefits
                intended to be provided to the Executive hereunder,
                

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    the
      Bank
      irrevocably authorizes the Executive from time to time to retain counsel of
      the
      Executive’s choice (at the Bank’s expense as provided in this Section 7.13) to
      represent the Executive in the initiation or defense of any litigation or other
      legal action, whether by or against the Bank or any director, officer,
      stockholder, or other person affiliated with the Bank, in any jurisdiction.
      

    


    Despite
      any existing or previous attorney-client relationship between the Bank and
      any
      counsel chosen by the Executive under this Section 7.13, the Bank irrevocably
      consents to the Executive entering into an attorney-client relationship with
      that counsel, and the Bank and the Executive agree that a confidential
      relationship shall exist between the Executive and that counsel. The fees and
      expenses of counsel selected from time to time by the Executive as provided
      in
      this Section shall be paid or reimbursed to the Executive by the Bank on a
      regular, periodic basis upon presentation by the Executive of a statement or
      statements prepared by such counsel in accordance with such counsel’s customary
      practices, up to a maximum
      aggregate amount of $250,000, whether suit be brought or not, and whether or
      not
      incurred in trial, bankruptcy, or appellate proceedings.

    


    The
      Bank’s obligation to pay the Executive’s legal fees provided by this Section
      7.13 operates separately from and in addition to any legal fee reimbursement
      obligation the Bank may have with the Executive under any separate employment,
      severance, or other agreement between the Executive and the Bank. Despite any
      contrary provision in this Section 7.13 however, the Bank shall not be required
      to pay or reimburse the Executive’s legal expenses if doing so would violate
      Section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and
      Rule
      359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3].

     

    
      	
              7.14

            	
              Termination
                or Modification of Agreement Because of Changes in Law, Rules or
                Regulations.
                The Bank is entering into this Agreement on the assumption that certain
                existing tax laws, rules, and regulations will continue in effect
                in their
                current form. If that assumption materially changes and the change
                has a
                material detrimental effect on this Agreement, then the Bank reserves
                the
                right to terminate or modify this Agreement accordingly, subject
                to the
                written consent of the Executive, which shall not be unreasonably
                withheld. This Section 7.14 shall become null and void effective
                immediately upon an event that is considered a Change in Control.
                

            


    

    


    ARTICLE
      8 ADMINISTRATION OF AGREEMENT

    


    
      	
              8.1
                

            	
              Plan
                Administrator Duties.
                This Agreement shall be administered by a Plan Administrator consisting
                of
                the Bank’s Board of Directors or such Committee or person(s) as the Board
                shall appoint. The Executive may be a member of the Plan Administrator.
                The Plan Administrator shall also have the discretion and authority
                to
                (i)
                make, amend, interpret, and enforce all appropriate rules and regulations
                for the administration of this Agreement and (ii)
                decide or resolve any and all questions, including interpretations
                of this
                Agreement, as may arise in connection with the Agreement.
                

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    
      	
              8.2
                

            	
              Agents.
                In the administration of this Agreement, the Plan Administrator may
                employ
                agents and delegate to them such administrative duties as it sees
                fit
                (including acting through a duly appointed representative) and may
                from
                time to time consult with counsel, who may be counsel to the Bank.
                

            


    

    


    
      	
              8.3
                

            	
              Binding
                Effect of Decisions.
                The decision or action of the Plan Administrator with respect to
                any
                question arising out of or in connection with the administration,
                interpretation, and application of the Agreement and the rules and
                regulations promulgated hereunder shall be final and conclusive and
                binding upon all persons having any interest in the Agreement. No
                Executive or Beneficiary shall be deemed to have any right, vested
                or
                non-vested, regarding the continued use of any previously adopted
                assumptions, including but not limited to the Discount Rate and
                calculation method described in Section 1.1.


            


    

    


    
      	
              8.4
                

            	
              Indemnity
                of Plan Administrator.
                The Bank shall indemnify and hold harmless the members of the Plan
                Administrator against any and all claims, losses, damages, expenses,
                or
                liabilities arising from any action or failure to act with respect
                to this
                Agreement, except in the case of willful misconduct by the Plan
                Administrator or any of its members.


            


    

    


    
      	
              8.5

            	
              Bank
                Information.
                To enable the Plan Administrator to perform its functions, the Bank
                shall
                supply full and timely information to the Plan Administrator on all
                matters relating to the date and circumstances of the retirement,
                Disability, death, or Separation from Service of the Executive and
                such
                other pertinent information as the Plan Administrator may reasonably
                require. 

            


    

    


    ARTICLE
      9   AGREEMENT NOT TO COMPETE

    


    
      	
              9.1 

            	
              Covenant
                Not to Compete.
                

            


    

    


    
      	 	
              (a)

            	
              Without
                advance written consent of the Bank, the Executive shall not compete
                directly or indirectly with the Bank for two years after Separation
                from
                Service, plus any period during which the Executive is in violation
                of
                this covenant not to compete and any period during which the Bank
                seeks by
                litigation to enforce this covenant not to
                compete.

            


    

    


    
      	 	
              (b)

            	
              If
                any provision of this Section or any word, phrase, clause, sentence
                or
                other portion thereof (including, without limitation, the geographical
                and
                temporal restrictions contained therein) is held to be unenforceable
                or
                invalid for any reason, the unenforceable or invalid provision or
                portion
                shall be modified or deleted so that the provisions hereof, as modified,
                are legal and enforceable to the fullest extent permitted under applicable
                law.

            


    

    


    
      	 	
              (c)

            	
              Definitions:
                For purposes of this Section the following definitions shall
                apply:

            


    

    


    (1) “compete”
shall
      mean: 

     

    
      	
            	(a)	
              providing
                financial products or services on behalf of any financial institution
                for
                any person residing in the
                territory,

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (b)

            	
              assisting
                (other than through the performance of ministerial or clerical duties)
                any
                financial institution in providing financial products or services
                to any
                person residing in the territory,
                or

            


    

    


    
      	 	
              (c)

            	
              inducing
                or attempting to induce any person who was a customer of the Bank
                at the
                date of the Executive’s termination of employment to seek financial
                products or services from another financial
                institution.

            


    

    


    
      	 	
              (2)

            	
              “directly
                or indirectly”
                shall mean:

            


    

    


    
      	 	
              (a)

            	
              acting
                as a consultant, officer, director, independent contractor, or employee
                of
                any financial institution in competition with the Bank in the territory,
                or

            


    

    


    
      	 	
              (b)

            	
              communicating
                to such financial institution the names or addresses or any financial
                information concerning any person who was a customer of the Bank
                at the
                date of the Executive’s Separation from
                Service.

            


    

    


    
      	 	
              (3)

            	
              “customer”
                shall mean any person to whom the Bank is providing financial products
                or
                services at the date of the Executive’s Separation from
                Service.

            


    

    


    
      	 	
              (4)

            	
              “financial
                institution”
                shall mean any bank, savings association, or bank or savings association
                hold company, or any other institution, the business of which is
                engaging
                in activities that are financial in nature or incidental to such
                financial
                activities as described in Section 4(k) of the Bank Holding Company
                Act of
                1956, other than the Bank or one of its affiliated
                corporations.

            


    

    


    
      	
            	(5)	
              “financial
                product or service” shall
                mean any product or service that a financial institution or a financial
                holding company could offer by engaging in any activity that is financial
                in nature or incidental to such a firm’s activity under Section 4(k) of
                the Bank Holding Company Act of 1956 and that is offered by the Bank
                or
                any affiliate on the date of the Executive’s Separation from Service,
                including but not limited to banking activities that are closely
                related
                and a proper incident to banking. 

            


    

    


    
      	 	
              (6)

            	
              “person”
                shall mean any individual or individuals, corporation, partnership,
                fiduciary or association.

            


    

    


    
      	 	
              (7)

            	
              “territory”
                shall mean all of Forsyth, Guilford, Iredell, Rockingham, Surry,
                Stokes,
                and Yadkin Counties in North Carolina and the area within a 15-mile
                radius
                of any full-service banking office of the Bank at the date of Executive’s
                Separation from Service.

            


    

    


    
      	
              9.2
                

            	
              Remedies.
                Because of the unique character of the services to be rendered by
                the
                Executive hereunder, the Executive understands that the Bank would
                not
                have an adequate remedy at law for the material breach or threatened
                breach by the Executive of any one or more of the Executive’s covenants
                set forth in this Article 9. Accordingly, the Executive agrees that
                the
                Bank’s remedies for a material breach or threatened breach of this Article
                9 include but are not limited to forfeiture of benefits under this
                Agreement and a suit in equity by the Bank to enjoin the Executive
                from
                the breach or threatened breach of such covenants. The Executive
                hereby
                waives the claim or defense that an adequate remedy at law is available
                to
                the Bank and the Executive agrees not to urge in any such action
                the claim
                or defense that an adequate remedy at law exists. Nothing herein
                shall be
                construed to prohibit the Bank from pursuing any other remedies for
                the
                breach or threatened breach. 

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      	
              9.3
                

            	
              Article
                9 Survives Termination But Is Void After a Change in
                Control.
                The rights and obligations set forth in this Article 9 shall survive
                termination of this Agreement. However, Article 9 shall become null
                and
                void effective immediately upon a Change in Control.
                

            


    

    


    IN
      WITNESS WHEREOF,
      the
      Executive and a duly authorized officer of the Bank have executed this Salary
      Continuation Agreement as of this 17
      day
      of
June,
      2008.


    


    
      	
              EXECUTIVE:

            	 	
              Southern
                Community Bank and Trust:

            
	 	 	 	 	 
	
              
                x

              

            	
              /s/
                James
                Hastings 

            	 	
              By:

            	
              /s/
                Jeff T. Clark

            
	 	
               
                James Hastings 

            	 	 	 


    

     

    
      	 	 	 	
              Corporate Title:

            	
              President

            


    

     

    
      
        
        

      

      
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