0001144204-09-014258 Sample Contracts

WAIVER AGREEMENT AND ACKNOWLEDGEMENT
Waiver Agreement and Acknowledgement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks • North Carolina

This Waiver Agreement and Acknowledgement (the “Waiver Agreement”) is executed as of December 5, 2008 by and among Southern Community Financial Corporation (the “Corporation”), Southern Community Bank and Trust (the “Bank”) and the undersigned officer (“Officer”) and in consideration of the benefits to all parties derived by the execution of that certain Letter Agreement (including the Schedules thereto), and a Securities Purchase Agreement – Standard Terms (including the Annexes thereto), dated December 5, 2008 (together referred to herein as the “Purchase Agreement”) between the Corporation and the United States Department of the Treasury (the “Investor”), the receipt and sufficiency of which are hereby acknowledged by all parties, the parties agree as follows:

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AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number Two is made as of December 30, 2008, to the Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and F. Scott Bauer (“Executive”).

AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number One is made as of December 30, 2008, to the Employment Agreement dated as of June 4, 2008 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and James Hastings (“Executive”).

AMENDMENT NUMBER ONE TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number One is made as of December 30, 2008, to the Salary Continuation Agreement dated as of June 4, 2008 (the “Agreement”), by and between Southern Community Bank and Trust and James Hastings (“Executive”).

AMENDMENT NUMBER THREE TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number Three is made as of December 30, 2008, to the Employment Agreement dated as of April 16, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and James C. Monroe (“Officer”).

AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number Two is made as of December 1, 2008, to the Employment Agreement dated as of April 16, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and James C. Monroe (“Officer”). This Amendment is being made solely to conform the provisions of the Agreement to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).

AMENDMENT NUMBER ONE TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number One is made as of December 30, 2008, to the Salary Continuation Agreement dated as of March 14, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and Robert L. Davis (“Executive”).

AMENDMENT NUMBER TWO TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number Two is made as of December 30, 2008, to the Salary Continuation Agreement dated as of June 29, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and James C. Monroe (“Executive”).

AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number Two is made as of December 30, 2008, to the Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and Jeffrey T. Clark (“Executive”).

AMENDMENT NUMBER ONE TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number One is made as of December 30, 2008, to the Salary Continuation Agreement dated as of March 16, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and F. Scott Bauer (“Executive”).

AMENDMENT NUMBER ONE TO SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number One is made as of December 30, 2008, to the Salary Continuation Agreement dated as of March 14, 2007 (the “Agreement”), by and between Southern Community Bank and Trust and Jeffrey T. Clark (“Executive”).

AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2009 • Southern Community Financial Corp • State commercial banks

This Amendment Number Two is made as of December 30, 2008, to the Employment Agreement dated as of April 28, 2006 (the “Agreement”), by and between Southern Community Bank and Trust and Southern Community Financial Corporation and Robert L. Davis, Jr. (“Executive”).

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