Exhibit
99.2





I,
Jim Hastings, certify, based on my knowledge, that:





(i) The
compensation committee of Southern Community Financial Corporation has
discussed, reviewed, and evaluated with senior risk officers at least every six
months during any part of the most recently completed fiscal year that was a
TARP period, senior executive officer (SEO) compensation plans and employee
compensation plans and the risks these plans pose to Southern Community
Financial Corporation;





(ii) The
compensation committee of Southern Community Financial Corporation has
identified and limited during any part of the most recently completed fiscal
year that was a TARP period any features of the SEO compensation plans that
could lead SEOs to take unnecessary and excessive risks that could threaten the
value of Southern Community Financial Corporation and has identified any
features in the employee compensation plans that pose risks to Southern
Community Financial Corporation and has limited those features to ensure that
Southern Community Financial Corporation is not unnecessarily exposed to
risks;





(iii) The
compensation committee has reviewed at least every six months during any part of
the most recently completed fiscal year that was a TARP period the terms of each
employee compensation plan and identified any features in the plan that could
encourage the manipulation of reported earnings of Southern Community Financial
Corporation to enhance the compensation of an employee and has limited any such
features;





(iv) The
compensation committee of Southern Community Financial Corporation will certify
to the reviews of the SEO compensation plans and employee compensation plans
required under (i) and (iii) above;





(v) The
compensation committee of Southern Community Financial Corporation will provide
a narrative description of how it limited during any part of the most recently
completed fiscal year that was a TARP period the features in:


(A) SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of Southern Community Financial
Corporation;


(B)
Employee compensation plans that unnecessarily expose Southern Community
Financial Corporation to risks; and


(C)
Employee compensation plans that could encourage the manipulation of reported
earnings of Southern Community Financial Corporation to enhance the compensation
of an employee;





(vi)
Southern Community Financial Corporation has required that bonus payments to
SEOs or any of the next twenty most highly compensated employees, as defined in
the regulations and guidance established under section 111 of EESA (bonus
payments), be subject to a recovery or “clawback” provision during any part of
the most recently completed fiscal year that was a TARP period if the bonus
payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria;





(vii)
Southern Community Financial Corporation has prohibited any golden parachute
payment, as defined in the regulations and guidance established under section
111 of EESA, to a SEO or any of the next five most highly compensated employees
during any part of the most recently completed fiscal year that was a TARP
period;





(viii)
Southern Community Financial Corporation has limited bonus payments to its
applicable employees in accordance with section 111 of EESA and the regulations
and guidance established thereunder during any part of the most recently
completed fiscal year that was a TARP period;





(ix)
Southern Community Financial Corporation and its employees have complied with
the excessive or luxury expenditures policy, as defined in the regulations and
guidance established under section 111 of EESA, during any part of the most
recently completed fiscal year that was a TARP period: and that any expenses
that, pursuant to the policy, requiring approval of the board of directors, a
committee of the board of directors, an SEO, or an executive officer with a
similar level of responsibility, were properly approved;





(x)
Southern Community Financial Corporation will permit a non-binding shareholder
resolution in compliance with any applicable federal securities rules and
regulations on the disclosures provided under the federal securities laws
related to SEO compensation paid or accrued during any part of the most recently
completed fiscal year that was a TARP period;





(xi)
Southern Community Financial Corporation will disclose the amount, nature, and
justification for the offering during any part of the most recently completed
fiscal year that was a TARP period of any perquisites, as defined in the
regulations and guidance established under section 111 of EESA, whose total
value exceeds $25,000 for any employee who is subject to the bonus payment
limitations identified in paragraph (viii);









(xii)
Southern Community Financial Corporation will disclose whether Southern
Community Financial Corporation, the board of directors of Southern Community
Financial Corporation, or the compensation committee of Southern Community
Financial Corporation has engaged during any part of the most recently completed
fiscal year that was a TARP period a compensation consultant; and the services
the compensation consultant or any affiliate of the compensation consultant
provided during this period;





(xiii)
Southern Community Financial Corporation has prohibited the payment of any
gross-ups, as defined in the regulations and guidance established under section
111 of EESA, to the SEOs and the next twenty most highly compensated employees
during any part of the most recently completed fiscal year that was a TARP
period;





(xiv)
Southern Community Financial Corporation has substantially complied with all
other requirements related to employee compensation that are provided in the
agreement between Southern Community Financial Corporation and Treasury,
including any amendments;





(xv)
Southern Community Financial Corporation has submitted to Treasury a complete
and accurate list of the SEOs and the twenty most highly compensated employees
for the current fiscal year, with the non-SEOs ranked in descending order of
level of annual compensation and with the name , title and employer of each SEO
and most highly compensated employee identified; and





(xvi) I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both. (See, for example 18 USC 1001).





Date:  March 15, 2010
            By:
            /s/ James HastingsJames
      HastingsExecutive
      Vice President and Chief Financial Officer(principal
      financial and accounting officer)




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