SOUTHERN COMMUNITY BANCSHARES, INC.
325 2nd Street, S.E.
Cullman, Alabama 35055
(256) 734-4863

        Notice is hereby given that the Annual Meeting of Shareholders of Southern Community Bancshares, Inc. (the "Holding Company") will be held at the office of the Holding Company at 325 2nd Street, S.E., Cullman, Alabama 35055 on January 15, 2001, at 4:00 p.m., Central Time (the "Annual Meeting"), for the following purposes, all of which are more completely set forth in the accompanying Proxy Statement:

        Only the Holding Company shareholders of record at the close of business on December 13, 2000, will be entitled to receive notice of and to vote at the Annual Meeting and at any adjournments thereof. Whether or not you expect to attend the Annual Meeting, we urge you to consider the accompanying Proxy Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. The giving of a proxy does not affect your right to vote in person in the event you attend the Annual Meeting.

By Order of the Board of Directors

/s/ William R. Faulk, President

Cullman, Alabama
December 22, 2000

SOUTHERN COMMUNITY BANCSHARES, INC.
325 2nd Street, S.E.
Cullman, Alabama 35055
(256) 734-4863

PROXY STATEMENT

PROXIES

        The enclosed Proxy is being solicited by the Board of Directors of Southern Community Bancshares, Inc. (the "Holding Company"), for use at the 2000 Annual Meeting of Shareholders of the Holding Company to be held at the office of Southern Community Bancshares, on January 15, 2001, at 4:00 p.m., Central Time, and at any adjournments thereof (the "Annual Meeting"). Without affecting any vote previously taken, the Proxy may be revoked by a shareholder by execution of a later dated proxy which is received by the Holding Company before the Proxy is exercised or by giving notice of revocation to the Holding Company in writing or in open meeting before the Proxy is exercised. Attendance at the Annual Meeting will not, of itself, revoke a proxy.

        Each properly executed Proxy received prior to the Annual Meeting and not revoked will be voted as specified thereon or, in the absence of specific instructions to the contrary, will be voted :

        FOR the election of Ronald P. Martin and Phillip W. Freeman as directors of the Holding Company for term(s) expiring in January 2004; and

        FOR the ratification of the selection of Arthur Andersen LLP ("Arthur Andersen") as the auditors of the Holding Company for the current fiscal year.

        Proxies may be solicited by the directors, officers and other employees of the Holding Company in person or by telephone, telegraph or mail only for use at the Annual Meeting. Such proxies will not be used for any other meeting. The cost of soliciting proxies will be borne by the Holding Company.

        Only shareholders of record as of the close of business on December 13, 2000 (the "Voting Record Date"), are entitled to vote at the Annual Meeting. Each such shareholder will be entitled to cast one vote for each share owned. The Holding Company's records disclose that, as of the Voting Record Date, there were 977,074 votes entitled to be cast at the Annual Meeting.

        This Proxy Statement is first being mailed to shareholders of the Holding Company on or about the 22nd day of December, 2000.

        Under Delaware corporate law and the Holding Company's Certificate of Incorporation (the "Certificate of Incorporation"), the nominee receiving the greatest number of votes will be elected as a director. Shares to which the authority to vote is withheld are not counted toward the election of directors or toward the election of the individual nominees specified in the enclosed Proxy. If the enclosed Proxy is signed and dated by the shareholder, but no vote is specified thereon, the shares held by such shareholder will be voted FOR the re-election of the two nominees.

Ratification of Selection of Auditors

        The affirmative vote of the holders of a majority of the shares of the Holding Company represented in person or by proxy at the Annual Meeting is necessary to ratify the selection of Arthur Andersen as the auditors of the Holding Company for the current fiscal year. Non-votes will have the same effect as a vote against the approval of such ratification, as will abstentions. If, however, shares are represented at the Annual Meeting by a shareholder who signed and dated a proxy in the form of the enclosed Proxy, but who did not vote on the ratification of the selection of Arthur Andersen by marking the appropriate block on the Proxy, such shares will be voted FOR the ratification of the selection of and will not be considered Non-votes.

The following table sets forth certain information with respect to the only person(s) known to the Holding Company to own beneficially more than five percent of the outstanding common shares of the Holding Company, as of December 13, 2000:

PROPOSAL ONE - ELECTION OF DIRECTORS

        The Certificate of Incorporation provides for a Board of Directors consisting of up to nine (9) persons divided into three classes. In accordance with the Certificate of Incorporation, nominees for election as directors may be proposed only by the directors or by a shareholder entitled to vote for directors if such shareholder has submitted a written nomination to the Secretary of the Holding Company not less than thirty days nor more than sixty days prior to the date of the annual meeting of shareholders. Each such written nomination must state the name, age, business or residence address of the nominee, the principal occupation or employment of the nominee, and the number of common shares of the Holding Company owned either beneficially or of record by each such nominee.

        The Board of Directors proposes the reelection of each of the following persons to serve until the Annual Meeting of Shareholders in 2004 and until his successor is duly elected and qualified or until his earlier resignation, removal from office or death:

        If any nominee is unable to stand for election, any proxies granting authority to vote for such nominee will be voted for such substitute as the Board of Directors recommends.

        The following directors will continue to serve as directors of the Holding Company after the Annual Meeting for the terms indicated:

Finis E. St. John, IV.   Mr. St. John is a partner in St. John & St. John, L.L.P., a law firm located in Cullman. Mr. St. John is also an executive officer of Cullman Environmental, Inc., a waste service concern serving Cullman, Alabama.

William R. Faulk.   Mr. Faulk has a BS in economics and an MBA in finance, both from the University of Alabama at Birmingham. He is a graduate of the Stonier School of Banking. He joined First Federal in 1986 and served in a variety of positions before becoming President and Chief Executive Officer in 1994.

Joseph S. Franey.   Mr. Franey is a retired trucking company executive.

Phillip W. Freeman.   Dr. Phillip Freeman is a physician practicing with Cullman Internal Medicine Incorporated. Dr. Freeman is a member of the Cullman Area Chamber of Commerce.

Maxie T. Hudson.   Mr. Hudson is the immediate past President of the Association. Prior to joining the Association, Mr. Hudson was employed as an accountant.

Eston E. Jones.   Mr. Jones was the President of the Association prior to Mr. Hudson. Mr. Jones currently serves on the Loan Committee of the Board of Directors.

W. Daniel Keel.   Mr. Keel is a retired insurance and real estate executive.

Ronald P. Martin.   Mr. Martin is a Certified Public Accountant in private practice. Mr. Martin has worked in both public and private accounting during his career. Prior to entering private practice, Mr. Martin was Chief Financial Officer of a regional construction company.

Meetings of Directors

        The Holding Company was incorporated in July 1996. The Board of Directors of the Holding Company met three times for regularly scheduled and special meetings during the fiscal year ended September 30, 2000.

        Each director of the Holding Company is also a director of the Association. The Board of Directors of the Association met four times for regularly scheduled and special meetings during the fiscal year ended September 30, 2000. Each director attended at least 75% of the aggregate of such meetings and meetings of committees of the Board of Directors of which such director was a member.

Committees of Directors

        The Board of Directors of the Holding Company has a Stock Option Plan Committee and an MRP Committee. The Board of Directors of the Holding Company also has an Audit Committee, but no separate nominating or compensation committees.

        The members of the Stock Option Plan Committee are Messrs. Keel, Martin and St. John. The Stock Option Plan Committee administers the Stock Option Plan and determines the number of shares to be covered by options granted to the officers and employees of the Holding Company pursuant to the Stock Option Plan.

        The members of the MRP Committee are Messrs. Keel, Martin and St. John. The MRP Committee administers the MRP and determines the number of shares to be awarded to officers and employees of the Holding Company pursuant to the Stock Option Plan.

        The members of the Audit Committee are Messrs. Faulk, Franey and Martin. The Audit Committee is responsible for selecting an auditor, having an audit conducted and reviewing and reporting to the full Board of Directors on the independent audits of the Holding Company.

        The Association has a Loan Committee, an Asset Liability Management Committee and a Nominating Committee.

        The members of the Loan Committee are Messrs. Faulk, Jones and Keel. The Loan Committee reviews and approves all real estate loans made by the Association. The Loan Committee reviews and approves all loans not secured by real estate made by the Association in an amount greater than $20,000. All loans made by the Association in amounts in excess of $250,000 are reviewed and approved by the full Board of Directors of the Association.

        The Asset Liability Management Committee is comprised of Messrs. Faulk and Martin and Ms. Knight. The function of the Asset Liability Management Committee is to review the interest rate risk of the Association and to report and recommend action to the full Board of Directors with regard thereto. The Asset Liability Management Committee met four (4) times during the fiscal year ended September 30, 2000.

        The members of the Nominating Committee are Messrs. Faulk, Jones, Keel and St. John. The function of the Nominating Committee is to recommend to the full Board of Directors, persons to be nominated by the Board for election as directors of the Association by the Association's shareholder. The Nominating Committee met one (1) time during 2000.

EXECUTIVE OFFICERS

        In addition to Mr. William R. Faulk, the President of the Holding Company and the following persons are executive officers of the Holding Company and hold the designated positions:

     The following table sets forth certain information with respect to the number of common shares of the Holding Company beneficially owned by each director of the Holding Company and by all directors and executive officers of the Holding Company as a group, as of December 13, 2000:

        Under the federal securities laws, each director and executive officer of the Holding Company is required to file a Form 3 to report their beneficial ownership of common shares of the Holding Company to the Securities and Exchange Commission within ten days (10) after the date on which they become a director or executive officer. The Holding Company must disclose in its Proxy Statements any failure to file a Form 3 timely. At the time of appointment to the Board of Directors of the Holding Company in December 1996 all directors and executive officers timely filed Form 3. See "PROPOSAL ONE - ELECTION OF DIRECTORS."

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

        Summary Compensation Table. No executive officer of the Holding Company other than the President received compensation in excess of $100,000 in fiscal 2000. The following table sets forth the compensation paid to Mr. William Faulk, the President of the Holding Company, for the fiscal year(s) ended September 30 shown below:

SUMMARY COMPENSATION TABLE

        Stock Options. No options were granted to the Holding Company's President during the last completed year. The following table sets forth certain information regarding the number and value of options held by the Holding Company's President at the end of fiscal 2000.

        The Holding Company pays no director's fees. Each director of the Association currently receives a fee of $750 for each meeting of the Board of Directors attended. In addition, each member of the Loan Committee receives $450 per month. Each member of the Audit Committee receives a fee of $500 for each meeting of the Audit Committee attended.

        The Association has entered into employment agreements with William R. Faulk, President of the Association and Ms. Beth B. Knight, Vice-President-Finance and Chief Financial Officer of the Association (the "Employment Agreements"). The Employment Agreements were effective upon the completion of the Conversion and each provide for a term of three years, renewing at the end of each year at the option of the Association, with salary in any year to be not less than the first year of the term and with performance and salary review to be undertaken by the Board of Directors not less often than annually. The salary of Mr. Faulk and Ms. Knight under the Employment Agreements during the last completed fiscal year was $87,658 and $60,966, respectively. The Employment Agreements also provide for the inclusion of Mr. Faulk and Ms. Knight in any formally established employee benefit, bonus, pension and profit-sharing plans for which senior management personnel are eligible.

        Each Employment Agreement is terminable by the Association at any time. In the event of termination by the Association for "just cause," as defined in the Employment Agreement, Mr. Faulk and/or Ms. Knight will have no right to receive any compensation or other benefits for any period after such termination. In the event of termination by the Association other than for just cause, Mr. Faulk and/or Ms. Knight will be entitled to a continuation of salary payments for a period of time equal to the term of the Employment Agreement and a continuation of benefits substantially equal to those being provided at the date of termination of employment until the earliest to occur of the end of the end of the term of the Employment Agreement or the date on which Mr. Faulk and/or Ms. Knight becomes employed full-time by another employer.

        Each Employment Agreement also contains provisions with respect to the occurrence within one year of a "change of control" of (1) the termination of employment of the employee for any reason other than just cause, retirement or termination at the end of the term of the agreement, or (2) a constructive termination resulting from change in the capacity or circumstances in which the employee is employed or a material reduction in his responsibilities, authority, compensation or other benefits provided under the Employment Agreement without the employee's written consent. In the event of any such occurrence, the employee would be entitled to payment of an amount equal to (a) the amount of compensation to which he would be entitled for the remainder of the term of the Employment Agreement, plus (b) the difference between (i) three times the employee's average annual compensation for the three taxable years immediately preceding the termination of employment less (ii) the amount paid to the employee as compensation for the remainder of the employment term. In addition, the employee would be entitled to continued coverage under all benefit plans until the earliest of the end of the term of the Employment Agreement or the date on which he is included in another employer's benefit plans as a full-time employee. The maximum which the employee may receive, however, is limited to an amount which will not result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Code. "Change of Control," as defined in the Employment Agreement, generally refers to the acquisition by any person or entity of the ownership or power to vote 10% or more of the voting stock of the Association or the Holding Company, the control of the election of a majority of the directors of the Association or the Holding Company or the exercise of a controlling influence over the management or policies of the Association or the Holding Company.

        In accordance with the OTS regulations, the Association makes loans to executive officers and directors of the Association in the ordinary course of business and on the same terms and conditions, including interest rates and collateral, as those of comparable loans to other persons. All outstanding loans to executive officers and directors comply with such policy, do not involve more than the normal risk of collectibility or present other unfavorable features and are current in their payments. Loans to all directors and executive officers of the Association and their related interests totaled $251,865 at September 30, 2000. Any future transactions between the Holding Company and the Association or any other affiliate of the Holding Company will be on terms no less favorable than could be approved by a majority of the directors of the Holding Company including the majority of disinterested directors.

        Finis E. St. John, IV, Chairman of the Association and of the Holding Company, serves as general counsel to the Association. The Association expects to continue to engage Mr. St. John in such capacity in the future.

PROPOSAL TWO - SELECTION OF AUDITORS

        The Board of Directors has selected Arthur Andersen, LLP as the auditors of the Holding Company for the current fiscal year and recommends that the shareholders ratify such selection. Management expects that a representative of Arthur Andersen, LLP will be present at the Annual Meeting, will have the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

        Any proposals of shareholders intended to be included in the Proxy statement for the Annual Meeting of Shareholders of the Holding Company to be held in January, 2002 should be sent to the Holding Company by certified mail and must be received by the Holding Company not later than August 14, 2001.

        Management knows of no other business which may be brought before the Annual Meeting. It is the intention of the persons named in the enclosed Proxy to vote such Proxy in accordance with their best judgment on any other matters which may be brought before the Annual Meeting.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.

By Order of the Board of Directors

/s/ William R. Faulk, President

Cullman, Alabama
December 22, 2000

     All proxies previously given by the above signed are hereby revoked. Receipt of the Notice of Annual Meeting of Shareholders or the Holding Company and of the accompanying Proxy Statement is hereby acknowledged.

     Please sign your name exactly as it appears on this Proxy. Joint accounts require only one signature. If you are signing this Proxy as an attorney, administrator, agent, corporation, officer, executor, trustee or guardian, etc., please add your full title to your signature.