EXHIBIT
      10.24


**Addendum
      A**


**Southern
      Community Bank and Trust**


**Endorsement
      Split Dollar Agreement**





This **Endorsement
      Split Dollar Agreement** (this
“Agreement”) is entered into as of this 14th day
      of March ,
      2007 by
      and between Southern Community Bank and Trust, a North Carolina-chartered bank
      (the “Bank”), and F. Scott Bauer, an executive of the Bank (the “Executive”).
      This Agreement shall append the Split Dollar Policy Endorsement entered into
      on
      even date herewith or as subsequently amended, by and between the aforementioned
      parties.





**Whereas** ,
      to
      encourage the Executive to remain an employee of the Bank, the Bank is willing
      to divide the death proceeds of a life insurance policy on the Executive’s life
      if the Executive dies while employed by the Bank, and





**Whereas** ,
      the
      Bank will pay life insurance premiums from its general assets.





**Now
      Therefore** ,
      in
      consideration of the foregoing premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows.





**Article
      1**


**General
      Definitions**





Capitalized
      terms not otherwise defined in this Agreement are used herein as defined in
      the
      Amended Salary Continuation Agreement dated as of the date of this Agreement
      between the Bank and the Executive. The following terms shall have the meanings
      specified.





**1.1** “ **Administrator** ”
means
      the administrator described in Article 7.





**1.2** “ **Executive’s
      Interest** ”
means
      the benefit set forth in section 2.2.





**1.3** “ **Insured** ”
means
      the Executive.





**1.4** “ **Insurer** ”
means
      each life insurance carrier for which there is a Split Dollar Policy Endorsement
      attached to this Agreement.





**1.5** “ **Net
      Death Proceeds** ”
means
      the total death proceeds of the Policy minus the cash surrender
      value.





**1.6** “ **Policy** ”
means
      the specific life insurance policy or policies issued by the
      Insurer.





**1.7** “ **Split
      Dollar Policy Endorsement** ”
means
      the form required by the Administrator or the Insurer to indicate the
      Executive’s interest, if any, in a Policy on the Executive’s life.





**Article
      2**


**Policy
      Ownership/Interests**





**2.1** **Bank
      Ownership** .
      The
      Bank is the sole owner of the Policy and shall have the right to exercise all
      incidents of ownership. The Bank shall be the beneficiary of the remaining
      death
      proceeds of the Policy after the Executive’s interest is paid according to
      section 2.2 below.





**2.2** **Death
      Benefit** .
      Provided the Executive’s death occurs before the Executive’s Separation from
      Service, at the Executive’s death the Executive’s beneficiary designated in
      accordance with the Split Dollar Policy Endorsement shall be entitled to 85 %
      of the
      Net Death Proceeds (the “Executive’s Interest”). The Executive shall have the
      right to designate the beneficiary of the Executive’s Interest. The Executive’s
      Interest shall be extinguished when the Executive’s Separation from Service
      occurs and the Executive’s beneficiary shall be entitled to no benefits under
      this Agreement thereafter.





**2.3** **Option
      to Purchase** .
      Prior
      to the Executive’s Separation from Service, the Bank shall not sell, surrender,
      or transfer ownership of the Policy while this Agreement is in effect without
      first giving the Executive or the Executive’s transferee the option to purchase
      the Policy for a period of 60 days from written notice of such intention. The
      purchase price shall be an amount equal to the cash surrender value of the
      Policy. The option to





purchase
      the Policy shall lapse if not exercised within 60 days after the date the Bank
      gives written notice of the Bank’s intention to sell, surrender, or transfer
      ownership of the Policy. This provision shall not impair the right of the Bank
      to terminate this Agreement.





**2.4** **Internal
      Revenue Code Section 1035 Exchanges** .
      The
      Executive recognizes and agrees that the Bank may after this Agreement is
      adopted wish to exchange the Policy of life insurance on the Executive’s life
      for another contract of life insurance insuring the Executive’s life. Provided
      that the Policy is replaced (or intended to be replaced) with a comparable
      policy of life insurance, the Executive agrees to provide medical information
      and cooperate with medical insurance-related testing required by a prospective
      insurer for implementing the Policy or, if necessary, for modifying or updating
      to a comparable insurer.





**Article
      3**


**Premiums**





**3.1** **Premium
      Payment** .
      The
      Bank shall pay any premiums due on the Policy.





**3.2** **Economic
      Benefit** .
      The
      Administrator shall annually determine the economic benefit attributable to
      the
      Executive based on the life insurance premium factor for the Executive’s age
      multiplied by the aggregate death benefit payable to the Executive’s
      beneficiary. The “life insurance premium factor” is the minimum factor
      applicable under guidance published pursuant to Treasury Reg. section
      1.61-22(d)(3)(ii) or any subsequent authority.





**3.3** **Imputed
      Income** .
      The
      Bank shall impute the economic benefit to the Executive on an annual basis,
      by
      adding the economic benefit to the Executive’s W-2, or if applicable, Form
      1099.





**Article
      4**


**Assignment**





The
      Executive may irrevocably assign without consideration all of the Executive’s
      interest in the Policy and in this Agreement to any person, entity, or trust
      established by the Executive or the Executive’s spouse. If the Executive
      transfers all of the Executive’s interest in the Policy, then all of the
      Executive’s interest in the Policy and in the Agreement shall be vested in the
      Executive’s transferee, who shall be substituted as a party hereunder and the
      Executive shall have no further interest in this Agreement.





**Article
      5**


**Insurer**





The
      Insurer shall be bound by the terms of the Policy only. Any payments the Insurer
      makes or actions it takes in accordance with the Policy shall fully discharge
      it
      from all claims, suits, and demands of all entities or persons. The Insurer
      shall not be bound by or be deemed to have notice of the provisions of this
      Agreement.





**Article
      6**


**Claims
      and Review Procedures**





**6.1** **Claims
      Procedure** .
      Any
      person or entity who has not received benefits under this Agreement that he
      or
      she believes should be paid (the “claimant”) shall make a claim for benefits as
      follows -





6.1.1 *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.





6.1.2 *Timing
      of Administrator Response* .
      The
      Administrator shall respond to the claimant within 90 days after receiving
      the
      claim. If the Administrator determines that special circumstances require
      additional time for processing the claim, the Administrator can 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 set forth the special circumstances
      and
      the date by which the Administrator expects to render its decision.





6.1.3 *Notice
      of Decision* .
      If the
      Administrator denies part or all of the claim, the Administrator shall notify
      the claimant in writing of the denial. The Administrator shall write the
      notification in a manner calculated to be understood by the claimant. The
      notification shall set forth -





(a)
            The
                specific reasons for the denial,


(b)
            A
                reference to the specific provisions of this Agreement on which the
                denial
                is based,


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


(d)
            An
                explanation of the Agreement’s review procedures and the time limits
                applicable to such procedures, and


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





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





6.2.1 *Initiation
      - Written Request* .
      To
      initiate the review, the claimant must file with the Administrator a written
      request for review within 60 days after receiving the Administrator’s notice of
      denial.





6.2.2 *Additional
      Submissions - Information Access* .
      The
      claimant shall then have the opportunity to submit written comments, documents,
      records, and other information relating to the claim. Upon request and free
      of
      charge, the Administrator shall also provide the claimant 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.





6.2.3 *Considerations
      on Review* .
      In
      considering the review, the Administrator 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.





6.2.4 *Timing
      of Administrator Response* .
      The
      Administrator shall respond in writing to the claimant within 60 days after
      receiving the request for review. If the Administrator determines that special
      circumstances require additional time for processing the claim, the
      Administrator can 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 set forth
      the special circumstances and the date by which the Administrator expects to
      render its decision.





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





(a)
            The
                specific reasons for the denial,


(b)
            A
                reference to the specific provisions of the Agreement on which the
                denial
                is based,


(c)
            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


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





**Article
      7**


**Administration
      of Agreement**





**7.1** **Administrator
      Duties** .
      This
      Agreement shall be administered by an Administrator, which shall consist of
      the
      Board or such committee as the Board shall appoint. The Executive may be a
      member of the Administrator. The Administrator shall also have the discretion
      and authority to ( *x* )
      make,
      amend, interpret, and enforce all appropriate rules and regulations for the
      administration of this Agreement and ( *y* )
      decide
      or resolve any and all questions, including interpretations of this Agreement,
      as may arise in connection with the Agreement.





**7.2** **Agents** .
      In the
      administration of this Agreement, the 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.





**7.3** **Binding
      Effect of Decisions** .
      The
      decision or action of the Administrator with respect to any question arising
      out
      of or in connection with the administration, interpretation, and application
      of
      this Agreement and the rules and regulations promulgated hereunder shall be
      final and conclusive and binding upon all persons having any interest in the
      Agreement.





**7.4** **Indemnity
      of Administrator** .
      The
      Bank shall indemnify and hold harmless the members of the 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 Administrator or any of its members.





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





**Article
      8**


**Miscellaneous**





**8.1** **Amendment
      and Termination of Agreement** .
      This
      Agreement may be amended or terminated solely by a written agreement signed
      by
      the Bank and the Executive. However, this Agreement shall terminate upon the
      first to occur of ( *w* )
      the
      Executive’s Separation from Service, ( *x* )
      distribution of the death benefit proceeds in accordance with section 2.2 above,
      ( *y* )
      termination of the Amended Salary Continuation Agreement or termination of
      the
      Executive’s entitlement to Amended Salary Continuation Agreement death benefits
      under Articles 3 or 5 of the Amended Salary Continuation Agreement, or
      ( *z* )
      provided the Bank first gives notice to the Executive or the Executive’s
      transferee of the option, exercisable for a period of 60 days, to purchase
      the
      Policy under section 2.3, the Bank’s sale, surrender, or transfer of ownership
      of the Policy.





**8.2** **Binding
      Effect** .
      This
      Agreement shall bind the Executive and the Bank and their beneficiaries,
      survivors, executors, administrators, and transferees, and any Policy
      beneficiary.





**8.3** **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 nor interfere with the Executive’s right to
      terminate employment at any time.





**8.4** **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 succession had occurred.





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





**8.6** **Entire
      Agreement** .
      This
      Agreement and the Amended Salary Continuation Agreement constitute 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.





**8.7** **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 the provision together with all other provisions of this
      Agreement shall continue in full force and effect to the full extent consistent
      with law.





**8.8** **Headings** .
      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.








**8.9** **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. Unless otherwise changed by notice, notice shall
      be
      properly addressed to the Executive if addressed to the address of the Executive
      on the books and records of the Bank at the time of the delivery of such notice,
      and properly addressed to the Bank if addressed to the board of directors,
      Southern Community Bank and Trust, 4605 Country Club Road, Winston-Salem, North
      Carolina 27104.





**In
      Witness Whereof** ,
      the
      Executive and a duly authorized representative of the Bank have executed this
      Agreement as of the date first written above.




**Executive**:
            
            **Bank**:Southern
              Community Bank and Trust*/s/
                  F. Scott Bauer*
            
            By:
            */s/
                Jeff T. Clark*F.
                Scott Bauer
            
            
            Jeff T.
              ClarkIts:
            President





**Agreement
      to Cooperate with Insurance Underwriting Incident to Internal Revenue Code
      section 1035 Exchange**





I
      acknowledge that I have read the Endorsement Split Dollar Agreement and agree
      to
      be bound by its terms, particularly the covenant on my part set forth in section
      2.5 of the Endorsement Split Dollar Agreement to provide medical information
      and
      cooperate with medical insurance-related testing required by an insurer to
      issue
      a comparable insurance policy to cover the benefit provided under this
      Endorsement Split Dollar Agreement.





*/s/
                Jeff T. Clark*
            
            */s/
                F. Scott Bauer*Witness
            
            F.
                Scott Bauer