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                                                                     EXHIBIT 4.2

                    SOUTHERN COMMUNITY FINANCIAL CORPORATION

                            ____% DEFERRABLE INTEREST
                          JUNIOR SUBORDINATED DEBENTURE
                              DUE DECEMBER 31, 2033

         Southern Community Financial Corporation, a North Carolina corporation
(the "Corporation," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to, Wilmington Trust Company, as Property Trustee for Southern Community Capital
Trust II or registered assigns, the principal sum of Thirty Million Nine Hundred
Twenty-Seven Thousand Eight Hundred Forty Dollars ($30,927,840) on December 31,
2033, (the "Stated Maturity"), and to pay interest on said principal sum from
________, 2003, or from the most recent interest payment date (each such date,
an "Interest Payment Date") to which interest has been paid or duly provided
for, quarterly (subject to deferral as set forth herein) in arrears on the last
day of March, June, September and December of each year commencing December 31,
2003, at the rate of ____% per annum until the principal hereof shall have
become due and payable, and on any overdue principal and (without duplication
and to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per annum
compounded quarterly. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year of twelve 30-day months.
The amount of interest for any partial period shall be computed on the basis of
the number of days elapsed in a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on this Debenture is not a
business day, then payment of interest payable on such date shall be made on the
next succeeding day that is a business day (and without any interest or other
payment in respect of any such delay) except that, if such business day is in
the next succeeding calendar year, payment of such interest will be made on the
immediately preceding business day, in each case, with the same force and effect
as if made on such date. The interest installment so payable, and punctually
paid or duly provided for, on any Interest Payment Date shall, as provided in
the Indenture, be paid to the person in whose name this Debenture (or one or
more Predecessor Debentures, as defined in said Indenture) is registered at 5:00
p.m., New York, New York time on the regular record date for such interest
installment, which shall be 5:00 p.m., New York, New York time on the business
day next preceding such Interest Payment Date unless otherwise provided in the
Indenture. Any such interest installment not punctually paid or duly provided
for shall forthwith cease to be payable to the registered holders on such
regular record date and may be paid to the Person in whose name this Debenture
(or one or more Predecessor Debentures) is registered at 5:00 p.m., New York,
New York time on a special record date to be fixed by the Trustee for the
payment of such defaulted interest, notice thereof shall be fixed by the Trustee
for the payment of such defaulted interest, notice thereof shall be given to the
registered holders of the Debentures not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or quotation
system on or in which the Debentures may be listed or quoted, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. The principal of and the interest on this Debenture shall be payable
at the office or agency of the Trustee maintained for that purpose in any coin
or currency of the United States of America that at the

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time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Corporation by check mailed to the registered holder at such address as shall
appear in the Debenture Register. Notwithstanding the foregoing, so long as the
holder of this Debenture is the Property Trustee, the payment of the principal
of and interest on this Debenture shall be made at such place and to such
account as may be designated by the Trustee.

         The Stated Maturity may be shortened at any time by the Corporation to
any date not earlier than January 1, 2009, subject to the Corporation having
received prior approval of the Federal Reserve if then required under applicable
capital guidelines, policies or regulations of the Federal Reserve.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions; (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided; and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

         This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

         The provisions of this Debenture are as set forth below:

         This Debenture is one of the subordinated debentures of the Corporation
(herein sometimes referred to as the "Debentures"), all issued or to be issued
under and pursuant to an Indenture dated as of ________, 2003, (the "Indenture")
duly executed and delivered between the Corporation and Wilmington Trust
Company, as Trustee (the "Trustee"), to which Indenture reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Corporation and the holders of the
Debentures. The Debentures are limited in aggregate principal amount as
specified in the Indenture.

         Because of the occurrence and continuation of a Special Event (as
defined in the Indenture), in certain circumstances, this Debenture may become
due and payable at the principal amount together with any interest accrued
thereon (the "Redemption Price"). The Redemption Price shall be paid prior to
12:00 noon, New York, New York Time, on the date of such redemption or at such
earlier time as the Corporation determines. The Corporation shall have the
right, as set forth in the Indenture, to redeem this Debenture at the option of
the Corporation, as set forth in the Indenture, in whole or in part: (i) at any
time on or after January 1, 2009 at a Redemption Price equal to 100% of the
principal amount so redeemed plus any accrued but unpaid interest hereon to the
date of redemption ("Optional Redemption"); or (ii) at any time in certain
circumstances upon the occurrence of a Special Event, at a Redemption Price
equal to 100% of the principal amount hereof plus any accrued but unpaid
interest hereon, to the date of such redemption. Any redemption pursuant to this
paragraph shall be made upon not less than 30 days or more than 60 days notice,
at the Redemption Price. The Redemption Price shall be paid at the time and in
the manner provided therefore in the Indenture. If the Debentures are only
partially redeemed by the Corporation pursuant to an Optional Redemption, the
Debentures shall be redeemed pro rata or by lot or by any other method utilized
by the Trustee as described in the Indenture.

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         In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

         In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Corporation and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time Outstanding (as defined
in the Indenture) to execute supplemental indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of the Debentures
except as provided in the Indenture, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, without the
consent of the holder of each Debenture so affected; or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are required to consent
to any such supplemental indenture, without the consent of the holders of each
Debenture then Outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Debentures at the time Outstanding, on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures. Any such consent or waiver by the registered holder of
this Debenture (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Debenture.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Corporation,
which is absolute and unconditional, to pay the principal and interest on this
Debenture at the time and place and at the rate and in the money herein
prescribed.

         Provided certain conditions are met, the Corporation shall have the
right at any time during the term of the Debentures and from time to time to
extend the interest payment period of such Debentures for up to 20 consecutive
quarters (each, an "Extended Interest Payment Period"), at the end of which
period the Corporation shall pay all interest then accrued and unpaid (together
with interest thereon at the rate specified for the Debentures to the extent
that payment of such interest is enforceable under applicable law). Before the
termination of any such Extended Interest Payment Period, so long as no Event of
Default shall have occurred and be continuing, the Corporation may further
extend such Extended Interest Payment Period, provided that such Extended
Interest Payment Period together with all such further extensions thereof shall
not exceed 20 consecutive quarters, extend beyond the Stated Maturity or end on
a date other than an Interest Payment Date. At the termination of any such
Extended Interest Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due and subject to the foregoing
conditions, the Corporation may commence a new Extended Interest Payment Period.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Corporation, upon surrender of this Debenture for
registration of transfer at the office or agency of the Trustee accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Corporation or the Trustee duly executed by the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount shall be
issued to the designated transferee or transferees. No service charge shall be
made for any such transfer, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

         Prior to due presentment for registration of transfer of this
Debenture, the Corporation, the Trustee, any paying agent and the Debenture
Registrar may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account

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of the principal hereof and interest due hereon and for all other purposes, and
neither the Corporation nor the Trustee nor any paying agent nor any Debenture
Registrar shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Corporation or of any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.

         The Debentures are issuable only in registered form without coupons in
denominations of $10 and any integral multiple thereof.

         All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed.

Dated ___________, 2003.

                                       SOUTHERN COMMUNITY FINANCIAL CORPORATION

                                       By: _____________________________________
                                           F. Scott Bauer
                                           President and Chief Executive Officer

Attest:

By: ___________________________

Name: _________________________

Title: ________________________

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                          CERTIFICATE OF AUTHENTICATION

This is one of the Debentures described in the within-mentioned Indenture.

Dated: __________, 2003

WILMINGTON TRUST COMPANY, AS TRUSTEE   or    AUTHENTICATION AGENT

By: ____________________________             By: __________________________
        Authorized Signatory

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