WAIVER AGREEMENT AND ACKNOWLEDGEMENT

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:

1.           Pursuant to the terms of the Purchase Agreement, the Corporation, Bank and Officer hereby agree to amend any and all compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, the “Benefit Plans”) between the Officer and the Corporation and/or the Bank in such manner as may be necessary and determined i