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                                                                    EXHIBIT 14.1

                                 CODE OF ETHICS

                   SOUTHERN COMMUNITY BANCORP AND SUBSIDIARIES

Southern Community Bancorp (the "Company") is adopting this Code of Ethics (this
"Code") to formalize the Company's continuing expectations regarding ethical
conduct. This Code applies to the directors, officers and employees of the
Company and each of its subsidiaries. The Company also expects all of the
Company's consultants will abide by this Code.

This Code is intended to satisfy the requirements of Section 406 of the
Sarbanes-Oxley Act of 2002 regarding the adoption of a code of ethics for senior
officers.

HONEST AND ETHICAL CONDUCT

The Company is committed to conducting its business in accordance with the
highest ethical principles. This Code is designed to accomplish this goal by
setting forth the ethical standards which will govern the conduct of our
directors, officers, and employees.

REPORTING OF POTENTIAL VIOLATIONS

Directors, officers and employees should strive to identify and raise potential
issues before they lead to problems, and should ask about the application of
this Code whenever in doubt. Any director, officer or employee who becomes aware
of any existing or potential violation of this Code should promptly notify, in
the case of employees, the Company's President and, in the case of directors and
the President, the Chairman of the Audit Committee (we refer to such contacts as
the "Appropriate Ethics Contacts"). The Company will take appropriate action to
address any existing or potential violation of this Code brought to its
attention, as described in this Code.

CONFLICTS OF INTEREST

Directors, officers and employees have a duty to act in the best interests of
the Company and its shareholders at all times. As part of this duty, directors,
officers and employees are prohibited from engaging in any transaction which
involves an improper conflict of interest.

A "conflict of interest" exists when a person's private interests interfere in
any way with the interests of the Company. A conflict situation can arise when a
director, officer or employee takes actions or has interests that may make it


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difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when a director, officer or employee, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf.

Conflicts of interest are prohibited as a matter of Company policy, unless they
have been approved by the Company. Wherever a conflict of interest arises, the
person involved must promptly disclose the circumstances of the conflict to the
Appropriate Ethics Contact.

CORPORATE OPPORTUNITIES

Directors, officers and employees owe a duty to the Company to advance our
legitimate business interests when the opportunity to do so arises. Directors,
officers and employees are prohibited from taking for themselves (or directing
to a third party) a business opportunity that is discovered through the use of
corporate property, information or position, unless the Company has already been
offered the opportunity and turned it down. More generally, directors, officers
and employees are prohibited from using corporate property, information or
position for personal gain or competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw,
and sometimes both personal and Company benefits may be derived from certain
activities. The only prudent course of conduct for our directors, officers and
employees is to make sure that any use of Company property or services that is
not solely for the benefit of the Company is approved beforehand by their
Appropriate Ethics Contact.

FAIR DEALING

The Company seeks competitive advantages through superior performance and not
through illegal or unethical business practices. Directors, officers and
employees should deal fairly with our customers, service providers, suppliers,
competitors and employees. No director, officer or employee should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any unfair dealing
practice.

CONFIDENTIALITY

In carrying out the Company's business, directors, officers and employees often
learn confidential or proprietary information about the Company, its customers,


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prospective customers or other third parties. Directors, officers and employees
must maintain the confidentiality of all information so entrusted to them,
except when disclosure is authorized or legally mandated. Confidential or
proprietary information includes, among other things, any non-public information
concerning the Company, including its businesses, financial performance, results
or prospects, and any non-public information provided by a third party with the
expectation that the information will be kept confidential and used solely for
the business purpose for which it was conveyed. The obligation to preserve
confidential information continues even after employment ends.

LAWS AND REGULATIONS

Our directors, officers and employees must respect and follow all laws and
regulations which apply to the Company and its operations. Therefore, our
directors, officers or employees may not:

         1.       In communicating with the Company or any of its customers,
                  counterparties or regulators, make any untrue statement of a
                  material fact or omit to state a material fact necessary in
                  order to make the statements made accurate and complete.

         2.       Engage in any act, practice or course of business which
                  operates or could operate as a fraud or deceit upon the
                  Company, any or its customers, or regulators, or any other
                  person.

         3.       Cause the Company to violate any laws, rules and regulations
                  applicable to the Company.

PUBLIC DISCLOSURE AND FINANCIAL REPORTING

The Company requires that the information in its public communications,
including SEC filings, be full, fair, accurate, timely and understandable. All
directors, officers and employees who are involved in the Company's disclosure
process, including the senior financial officers, are responsible for acting in
furtherance of this policy. In particular, these individuals are required to
maintain familiarity with the disclosure requirements applicable to the Company
and are prohibited from knowingly misrepresenting, omitting, or causing others
to misrepresent or omit, material facts about the Company to others, whether
within or outside the Company, including the Company's independent auditors. In
addition, any director, officer or employee who has a supervisory role in the
Company's disclosure process has an obligation to discharge his or her
responsibilities diligently.

The Company's senior financial officers are required to establish and manage the
Company's reporting systems and procedures to ensure that:


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         1.       Business transactions are properly authorized and accurately
                  recorded on the Company's books and records and in accordance
                  with GAAP.

         2.       The Company's records are maintained in accordance with
                  applicable legal and regulatory requirements and Company
                  policy.

         3.       Periodic reporting and communications with the public are
                  communicated in a manner that offers the highest degree of
                  clarity and meaning so that readers will be able to determine
                  the significance and potential consequences.

         4.       Personnel dealing with the finances of the Company are
                  informed as to rules and regulations that affect the financial
                  operation of the Company.

         5.       The financial operation of the Company is monitored as to
                  compliance with any applicable rules and regulations.

         6.       Any identified error is corrected in a timely manner.

PROHIBITION AGAINST RETALIATION

The Company strictly prohibits retaliation against any person reporting possible
violations of law, ethics or this Code which are made in good faith.

ENFORCEMENT OF THIS CODE

The Company has adopted the following procedure for enforcing this Code:

         1.       The Company will investigate all alleged violations of this
                  Code. This investigation will be undertaken by the Appropriate
                  Ethics Contact or another person designated by the Board of
                  Directors.

         2.       In the event that the Company determines that a violation of
                  this Code has occurred, the Company will take appropriate
                  action against the violator, which may include termination of
                  employment, reduction of authority or reduction in
                  compensation.

WAIVERS

The Company may waive provisions of this Code in appropriate circumstances. If a
director, officer or employee believes that a waiver is appropriate, he or she
should discuss the matter with the Appropriate Ethics Contact.

Waivers for directors or executive officers (including senior financial
officers) may be made only by the Board of Directors. The Company will publicly
report all waivers which apply to the Company's directors and executive officers
as required by applicable laws and regulations.




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