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                                  EXHIBIT 10.2

                      SOUTHERN COMMUNITY BANCSHARES, INC.

                        2001 INCENTIVE STOCK OPTION PLAN
                                      FOR
                                 KEY EMPLOYEES


I.       DEFINITIONS

         a.       "Company" - Southern Community Bancshares, Inc.
         b.       "Code" - Internal Revenue Code of 1986, as amended.
         c.       "Committee" - the Compensation Committee of the Board of
                  Directors.
         d.       "Common Stock" - common voting stock of the Company.
         e.       "Board" - voting members of the Board of Directors of the
                  Company.
         f.       "Option" - right to purchase shares of Common Stock in
                  accordance with the terms hereof.
         g.       "Option Agreement" - formal agreement for each grant with
                  specific terms and conditions not inconsistent with this
                  Plan.
         h.       "Optionee"- an eligible person under Section 5 below who has
                  been granted options under this Plan.
         i.       "Plan"- Southern Community Bancshares, Inc. 2001 Incentive
                  Stock Option Plan.

2.       PURPOSE

         The purposes of the Plan are: (i) to assist the Company in securing
         and retaining key employees of outstanding ability by making it
         possible to offer them an increased incentive to join or continue in
         the service of the Company; and (ii) to increase the key employees'
         efforts for the Company's welfare by participating in the ownership
         and growth of the Company. The Options granted under the Plan are
         intended to be "Incentive Stock Options" within the meaning of Section
         422 of the Code.

3.       SHARES SUBJECT TO THE PLAN

         Subject to adjustments pursuant to the provisions of Section 14, there
         shall be authorized and reserved for issuance upon the exercise of
         Options to be granted under the Plan, twenty-six thousand one hundred
         sixty-seven (26,167) shares of Common Stock.

4.       ADMINISTRATION

         The Committee whose members shall not be participants in the Plan will
         have complete authority to interpret the Plan, make grants, and
         determine terms and conditions within the context of the Plan.

5.       ELIGIBILITY

         The following persons are eligible to receive Options under the Plan:
         Full-time key employees of the Company who are selected by the
         Committee from time to time and who, in the opinion of the Committee,
         have contributed in the past or who may be expected to contribute
         materially in the future to the successful performance of the Company.

6.       GRANTING OF OPTIONS; OPTION EXERCISE PRICE

         All Options granted under the Plan are intended to be "Incentive Stock
         Options" within the meaning of Section 422 of the Code and shall be
         evidenced by an Option Agreement. The Board, upon recommendation of
         the Committee, may grant Options to full-time key employees of the
         Company as desirable. Any Option granted hereunder shall have a per
         share option exercise price at least equal to the


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         fair market value of a share of the Common Stock on the date of the
         grant. The Option exercise price shall be subject to adjustments in
         accordance with the provisions of Section 14 herein.

7.       TERM OF OPTION

         Subject to the provisions of Section 9 herein, the period during which
         each Option may be exercised shall be fixed by the Committee at the
         time such Option is granted, but such period shall expire not later
         than ten years from the date the Option is granted.

8.       MANNER OF EXERCISE

         The Options shall be exercised by written notice, delivered to the
         Secretary of the Company and signed by the Optionee or his or her
         successors stating the number of shares with respect to which the
         Option is being exercised. Payment in full of the Option price of the
         said shares must be made at the time of exercise, and payment may be
         made in cash or shares of the Common Stock previously held by the
         Optionee or a combination. Payment in shares may be made with shares
         received upon the exercise or partial exercise of an Option, whether
         or not involving a series of exercises or partial exercises and
         whether or not share certificates for such shares surrendered have
         been delivered to the Optionee. Shares surrendered in payment of the
         Option price shall be valued at the fair market value as of the date
         of the exercise.

9.       TERMINATION OF OPTIONS

         All unexercised Options will terminate upon (i) the lapse by their
         terms, (ii) immediately upon the termination of the Optionee's
         employment with the Company, except by reason of death, retirement or
         disability, or (iii) ninety (90) days after the termination of the
         Optionee's employment with the Company because of death, disability or
         retirement. During such 90-day period, all unexercised Options may be
         exercised by the Optionee or his legal representative in the event of
         death or mental disability.

10.      LIMITATIONS

         Options shall not be granted to any individual pursuant to this Plan,
         the effect of which would be to permit such person to first exercise
         Options, in any calendar year, for the purchase of shares having a
         fair market value in excess of $100,000 (determined at the time of the
         grant of the Options). Optionee may exercise options for the purchase
         of shares valued in excess of $100,000 (determined at the time of
         grant of the Options) in a calendar year, but only if the right to
         exercise such Options shall have first become available in prior
         calendar years.

         No Optionee owning more than ten percent (10%) of the combined voting
         power of all classes of stock of the Company then outstanding may
         purchase Common Stock under this Plan for less than one hundred ten
         percent (110%) of its fair market value on the date of grant nor may
         any Option granted to such a person be exercisable on a date later
         than five (5) years from the date of grant.

11.      NONTRANSFERABILITY OF OPTIONS; RESTRICTIONS ON ISSUANCE OF COMMON STOCK

         Options granted under this Plan are nontransferable except by will or
         by the laws of descent and distribution. No shares shall be delivered
         pursuant to any exercise of an Option until the requirements of such
         laws and regulations, as may be deemed by the Board to be applicable
         to them, are satisfied and until payment in full as described in
         Section 6 of the Option price is received by the Company.

12.      RIGHTS OF OPTIONEE

         An Optionee will have no rights as a shareholder until a stock
         certificate for the Common Stock is issued. Nothing in the Plan, in
         any Option Agreement or resulting stock ownership, will give to an
         Optionee any right to continuation of employment.


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13.      OTHER TERMS AND CONDITIONS

         Any Option granted hereunder shall contain additional terms which are
         not inconsistent with the terms of this Plan, as the Board or the
         Committee deems necessary or desirable, provided that any such Option
         shall qualify as an "Incentive Stock Option" within the meaning of
         Section 422 of the Code.

14.      CAPITAL ADJUSTMENTS AFFECTING STOCK

         In the event of a capital adjustment resulting from a stock dividend,
         stock split, reorganization, merger, consolidation, or a combination
         or exchange of shares, the number of shares of stock subject to this
         Plan and the number of shares under any Option granted hereunder shall
         be adjusted consistent with such capital adjustment. The price of any
         share under Option shall be adjusted so that there will be no change
         in the aggregate purchase price payable upon the exercise of any such
         Option. The granting of an Option pursuant to this Plan shall not
         affect in any way the right or power of the Company to make
         adjustments, reorganizations, reclassifications, or changes of its
         capital or business structure or to merge, consolidate, dissolve,
         liquidate or sell or transfer all or any part of its business or
         assets.

         After any merger, consolidation or reorganization of any form
         involving the Company as a party thereto involving any exchange,
         conversion, adjustment or other modification of the outstanding shares
         of the Company's Common Stock, each Optionee at the time of such
         reorganization shall, at no additional cost, be entitled, upon any
         exercise of his or her Option, to receive, in lieu of the number of
         shares as to which such option shall then be so exercised, the number
         and class of shares of stock or other securities or such other
         property to which such Optionee would have been entitled pursuant to
         the terms of the agreement of merger or consolidation, if at the time
         of such merger or consolidation, such Optionee had been a holder of
         record of a number of shares of the Common Stock of the Company equal
         to the number of shares as to which such Option shall then be so
         exercised. Comparable rights shall accrue to each Optionee in the
         event of successive mergers or consolidations of the character
         described above.

         The foregoing adjustments and the manner of their application will be
         in the sole discretion of the Committee to determine.

         Anything contained herein to the contrary notwithstanding, upon the
         dissolution or liquidation of the Company each Option granted under
         the Plan shall terminate.

15.      AMENDMENTS, SUSPENSION OR TERMINATION OF THE PLAN

         The Board of the Company shall have the right, at any time, to amend,
         suspend or terminate the Plan; provided, however, no amendments shall
         be made in the Plan without the approval of the stockholders of the
         Company which:

                  (a)      Increase the total number of shares for which Options
         may be granted under this Plan for all key employees except as
         provided in Section 14.

                  (b)      Change the minimum purchase price for the optioned
         shares except as provided in Section 14.

                  (c)      Materially affect outstanding Options or any
         unexercised rights thereunder except as provided in Section 14.

                  (d)      Extend the option period provided in Section 7.

                  (e)      Extend the termination date of the Plan.


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16.      EFFECTIVE DATE

         The Plan shall take effect on the date that it is approved by the
         shareholders of the Company. Unless an earlier termination date is
         specified under Section 9 above, this Plan shall terminate on the date
         which is ten years following its effective date. No Options may be
         granted under the Plan after its termination date, but any Option
         granted prior thereto may be exercised in accordance with its terms.
         The Plan and all Options granted pursuant to it are subject to all
         laws, approvals, requirements and regulations of any governmental
         authority which may be applicable thereto and, notwithstanding any
         provisions of the Plan or Option Agreement, the holder of an Option
         shall not be entitled to exercise his or her Option nor shall the
         Company be obligated to issue any shares to the holder if such
         exercise or issuance shall constitute a violation by the holder or the
         Company of any provisions of any such approval requirements, law or
         regulations.

17.      REGULATION

         The Company's regulators may direct the Company to require plan
         participants to exercise or forfeit their stock rights if the
         Company's capital falls below the minimum requirements, as determined
         by the regulators.


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