Exhibit
      10.2

    


    AMENDMENT
      NUMBER ONE TO 

    EMPLOYMENT
      AGREEMENT

    


    This
      Amendment Number One is made as of September 14, 2007, to the Employment
      Agreement dated as of April 28, 2006 (the “Agreement”), by and among Southern
      Community Financial Corporation, Southern Community Bank and Trust, and Jeffrey
      T. Clark. This Amendment is being made solely to conform the provisions of
      the
      Agreement with the requirements of Section 409A of the Internal Revenue Code
      of
      1986, as amended.

    


    1.
      Sections 5.2 of the Agreement is amended to read as follows:

    


    “5.2 DEFINITION
      OF CHANGE IN CONTROL. For
      purposes of this Employment Agreement, “Change
      in Control”
means
      any one or more of the following events occurs with regard to Southern Community
      Financial Corporation:

     

    (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 before the date of appointment or election, or


    


    (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.”


    


    2.
      No
      other terms and conditions of the Agreement are affected by this
      Amendment.

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Amendment (Southern Community Financial Corporation
      and Southern Community Bank and Trust by their duly authorized officers)
      effective as of the day and year first written above.

    
      

        
          	 	
                  SOUTHERN
                    COMMUNITY FINANCIAL CORPORATION

                
	 	 	 
	 	
                  By:

                	
                  /s/
                    F. Scott
                    Bauer                         
                    

                
	 	
                   

                	
                  
                    F.
                      Scott Bauer, CEO

                  

                
	 	 	 
	
                	
                  SOUTHERN
                    COMMUNITY BANK AND TRUST

                
	 	 	 
	 	
                  By:

                	
                  /s/
                    F. Scott Bauer____________

                
	 	
                	
                  F.
                    Scott Bauer, CEO

                
	 	 	 
	 	
                  EXECUTIVE

                
	 	 	 
	 	
                   

                	
                  /s/
                    Jeffrey T. Clark                                                             (SEAL)

                
	 	
                   

                	
                  Jeffrey
                    T. Clark