SUN BANCORP, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT

During the Term (as defined below), Executive agrees to serve as Executive Vice President and Chief Lending Officer of the Company and of the Bank.  Executive shall have responsibility for the general management and control of the business and affairs of the Company and its affiliates and shall perform all duties and shall have all powers which are commonly incident to the offices of Executive Vice President and Chief Lending Officer or which, consistent with those offices, are delegated to him by the President and Chief Executive Officer or the Board of Directors of the Company (the "Board of Directors"), and Executive shall report directly to the President and Chief Executive Officer.

During the Term, except for periods of absence occasioned by illness, vacation and reasonable leaves of absence, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Company and its affiliates, as well as participation in community, professional and civic organizations, which may promote the business affairs of the Company.

The Company will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in this Agreement and as are necessary for him to perform his duties.  The location of such facilities and staff shall be at the Executive Offices, or such other location as is mutually agreed to between the Company and Executive.

Base Salary.  The Company agrees to pay Executive during the Term a base salary at the rate of $420,000 per annum, payable in accordance with the customary payroll practices of the Company, or those of the Bank in accordance with Section 9(b) below.  The Board of Directors or the Compensation Committee of the Board of Directors shall review annually the rate of Executive's base salary based upon factors they deem relevant, and may maintain or increase his base salary, provided that, no such action shall reduce the rate of base salary below the rate then in effect without Executive's express written consent.  In the absence of action by the Board of Directors, Executive shall continue to receive a base salary at the per annum rate specified above or, if another rate has been established under the provisions of this Section 3, the rate last properly established by action of the Board of Directors.

Incentive Compensation.  Executive shall be entitled to participate in annual bonuses and other incentive compensation programs in accordance with the following terms:

Other Employee Benefits.  In addition to any other compensation or benefits provided for under this Agreement, Executive shall be entitled to participate in any employee benefits, fringe benefits, perquisites and business expense reimbursements that the Company or the Bank offers to full-time employees or executive management now or in the future on a basis no less favorable than those provided to similarly situated executives.  Notwithstanding the foregoing, if Executive receives payments and benefits pursuant to Section 5(b) of this Agreement, Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company and its affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.  Without limiting the generality of the foregoing provisions of this paragraph, Executive shall be entitled to participate in or receive benefits under all plans relating to stock purchases, pension, profit sharing, employee stock ownership, supplemental retirement, group life insurance, medical and other health and welfare coverage that are made available by the Company or the Bank as of the date Executive commences employment or at any time in the future during the period of Executive's employment under this Agreement, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.  Notwithstanding the foregoing, it is agreed that Executive's participation in the Annual Cash Bonus Opportunity set forth at Section 3(b)(i) herein shall be a substitute for participation in the annual cash bonus opportunity under the Management Committee and Shared Services Incentive Compensation Plan and participation in the Stock Award set forth at Section 3(b)(ii) herein shall be a substitute for participation in the annual equity awards under the Management Committee and Shared Services Incentive Compensation Plan.

Termination for Cause.  For purposes hereof, "Cause" shall be considered to exist if Executive: (i) has willfully failed or refused to perform his assigned duties under this Agreement in any material respect (including, for these purposes, Executive's inability to perform such duties as a result of drug or alcohol dependency); (ii) has committed gross negligence in the performance of, or is guilty of continual neglect of, his assigned duties; (iii) has been convicted or entered a plea of guilty or nolo contendere to, the commission of a felony or any other crime involving dishonesty, personal profit or other circumstance likely, in the reasonable judgment of the Board of Directors of the Company, to have a material adverse effect on the Bank and the Company or their business, operations or reputation taken as a whole; (iv) has violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order applicable to the Bank or the Company in his performance of services for the Bank or the Company or the Company's or the Bank's code of conduct; or (v) has willfully and intentionally breached the material terms of this Agreement in any material respect.  For purposes of this definition, no act or failure to act on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank and the Company.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company, the board of directors of the Bank or the Executive Committee of either board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank and the Company.  Any such determination must be made by a majority vote of the entire membership of the Board of Directors of the Company at a meeting of the Board of Directors called and held for that purpose, finding that, in the good faith opinion of the Board of Directors, Executive's conduct satisfies the requirements for termination for Cause.  Termination for Cause shall be effected by written Notice of Termination (as described in Section 6(b)) to Executive setting forth with particularity the grounds for termination.  Notwithstanding any other provision to the contrary, and for the avoidance of doubt, other than with respect to earned but unpaid salary and such other vested benefits as are set forth in this Agreement and in any other agreement or plan, Executive shall not have the right to receive compensation or other benefits for any period after termination for Cause.

Death.  Notwithstanding any other provision of this Agreement to the contrary, in the event of Executive's death during the period of his employment under this Agreement, the Company shall make payment to his estate in the amount of Executive's base salary through the end of the month in which the death occurred, and such other vested benefits as are set forth in this Agreement and in any other agreement or plan.  This provision shall not negate any rights Executive or his beneficiaries may have to death benefits under any employee benefit plan of the Company or the Bank.

Disability.  The Company may terminate Executive's employment upon a determination, by vote of a majority of the members of the Board of Directors of the Company, acting in reliance on the written advice of a medical professional acceptable to them and reasonably acceptable to Executive or his guardian, that Executive is suffering from a "Disability," which shall mean a physical or mental impairment which, at the date of the determination, has prevented Executive from performing his assigned duties on a substantially full-time basis for a period of at least 60 days during the period of six months ending with the date of the determination or is likely to result in death or prevent Executive from performing his assigned duties on a substantially full-time basis for a period of at least 60 days during the period of six months beginning with the date of the determination. As a condition to any benefits, the Board of Directors may require Executive to submit to such physical or mental evaluations and tests as it deems reasonably appropriate.  In the event of Executive's Disability, Executive will be entitled to payment from the Company in the amount of all earned but unpaid salary as of the Date of Termination and such other vested benefits as are set forth in this Agreement and in any other agreement or plan.  This provision shall not negate any rights Executive may have to disability benefits under any other plan of the Company or the Bank.  A termination of employment due to Disability under this Section 4(c) shall be effected by Notice of Termination given to Executive by the Company and shall take effect on the later of the effective date of termination specified in such notice or 60 days after the date on which the Notice of Termination is given to Executive, provided that Executive has not resumed, on a substantially full-time basis, his employment with the Company as Executive Vice President and Chief Lending Officer.

Termination for Good Reason.  For purposes hereof, "Good Reason" shall be considered to exist upon the occurrence of any of the following events without Executive's consent:

Payments to Executive Upon an Event of Termination.  Upon the occurrence of an "Event of Termination" during the Term, the provisions of this Section 5 shall apply.  For purposes of this Agreement, an "Event of Termination" shall mean the Executive's termination of employment in accordance with either of the following:  (i) Executive's termination of employment by the Company for any reason other than a termination for Cause (and excluding termination of employment due to death or Disability); or (ii) Executive's resignation from the Company for Good Reason.

Upon an Event of Termination, as of the Date of Termination, the Company shall, subject to Section 5(c):

pay Executive an amount equal to the sum of:  (i) the Executive's unpaid annual base salary through the Date of Termination, (ii) any earned, but unpaid annual cash bonus amount, (iii) accrued and unused vacation pay, and (iv) unreimbursed business expenses (collectively, the "Accrued Obligations"), payable as soon as reasonably practicable following the Date of Termination;

pay Executive an amount equal to 100% of Executive's annual base salary in effect on the Date of Termination (such amount, the "Severance Payments"), with the amount of the Severance Payments up to the limit under the "separation pay exception" under Treas. Reg. § 1.409A-1(b)(9)(iii) of the Internal Revenue Code of 1986, as amended, (the "Code") to be paid in twelve equal monthly installments during the 12-month period following the Date of Termination (the "Severance Period"), in accordance with the Company's normal payroll practices, and the amount in excess of such limit, to be paid in a lump sum on the date that is 60 days following the Date of Termination; and

Executive and his dependents shall be eligible to continue coverage under the Bank's (or its successor's) medical and dental insurance reimbursement plans similar to that in effect on the Date of Termination for a period of not less than 18 months following the Date of Termination at the participants' election and expense.

Release of Claims.  The obligation of the Company to make the Severance Payments (but, for purposes of clarity, not the Accrued Obligations) are subject to and conditioned upon Executive's execution and delivery to the Company within 50 days after the Date of Termination, and non-revocation, of a release of claims, in substantially the form set forth as Exhibit A hereto (with any changes that are reasonably requested by the Company and reasonably acceptable to Executive to reflect changes in law or practice).

Any notice or communication permitted or required by this Agreement shall be in writing and shall become effective two days after mailing by certified mail, return receipt requested, postage prepaid, addressed as follows:

Any purported termination of employment by the Company or by Executive shall be communicated by Notice of Termination to the other party hereto.  For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon to provide a basis for termination of Executive's employment.

For a period of one year following the Date of Termination (unless such termination is due to Executive's death) (the "Restriction Period"), Executive agrees to the application of, and to abide by, the following non-competition and non-solicitation restrictions and covenants set forth in this Section 8(a); provided that, upon the occurrence of an Event of Termination, the Restriction Period shall be the lesser of:  (x) two years immediately following the Date of Termination, and (y) the duration of the Severance Period.  During the Restriction Period:

Non-Disparagement.  Executive shall not make any statements that disparage the Company, the Bank or any subsidiary of such entities or the business practices of the Company, the Bank or any subsidiary of such entities, except to the extent required by law or by a court or other governmental agency of competent jurisdiction.  The Company and the Bank shall not knowingly or intentionally make any statements that disparage Executive, and the Company and the Bank shall each instruct its directors and officers not to make any statements that disparage Executive.

Non-Disclosure.  Executive acknowledges that during his employment he will learn and have access to confidential information regarding the Company and the Bank and its customers and businesses ("Confidential Information").  Executive agrees and covenants not to disclose or use for his own benefit, or the benefit of any other person or entity, any such Confidential Information, unless or until the Company or the Bank consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain.  Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Company, the Bank, or any subsidiaries or affiliates, or to any of the businesses operated by them, and Executive confirms that such information constitutes the exclusive property of the Company and the Bank.  Executive shall not otherwise knowingly act or conduct himself (1) to the material detriment of the Company or the Bank, or its subsidiaries, or affiliates, or (2) in a manner which is inimical or contrary to the interests of the Company or the Bank.  Notwithstanding the foregoing, it shall not be a breach of this Section 8(c) for Executive to disclose Confidential Information to the extent that disclosure is (A) requested by the Company or its affiliates or (B) required by a court or other governmental agency of competent jurisdiction.

The parties hereto, recognizing that irreparable injury will result to the Company or its affiliates, its business and property in the event of Executive's breach of any provision of this Section 8, agree that in the event of any such breach by Executive, the Company or its affiliates will be entitled, in addition to any other remedies and damages available, to an injunction issued by any court of competent jurisdiction to restrain the violation or attempted violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive.  Executive further agrees that the period of restriction set forth in this Section 8 shall be tolled during any period of violation thereof by Executive.  Executive represents and admits that in the event of his termination of employment with the Company, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Company or its affiliates, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood.  Nothing herein will be construed as prohibiting the Company or its affiliates from pursuing any other remedies available to the Company or its affiliates for such breach or threatened breach, including the recovery of damages from Executive.

Notwithstanding the foregoing, the provisions of this Section 8 shall not apply upon or following a "Change in Control" (as defined in the Change in Control Continuity Agreement, entered into by the Company and Executive on the Effective Date (the "CIC Agreement")).

All payments provided for in this Agreement shall be timely paid in cash or check from the general funds of the Company, subject to Section 9(b).

Any compensation or benefits provided to Executive by any direct or indirect subsidiary of the Company or the Bank shall be applied to offset the obligations of the Company hereunder in such manner as the Company and the Bank may mutually agree, it being intended that this Agreement set forth the aggregate compensation and benefits payable to Executive for all services to the Company, the Bank and all of their respective direct or indirect subsidiaries and affiliates.

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.

All payments required to be made by the Company hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.

This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the "short-term deferral exception" under Treas. Reg. § 1.409A-1(b)(4) and the "separation pay exception" under Treas. Reg. § 1.409A-1(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code.  If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Executive under Section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  For purposes of Section 409A of the Code, all payments to be made upon or with respect to a termination of employment under this Agreement may only be made upon a "separation from service," and for purposes of this Agreement, "termination of employment" and "resignation" shall mean a "separation from service" within the meaning of such term under Section 409A of the Code.  For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this Agreement (if any) is to be treated as a right to a series of separate payments.  In no event shall Executive, directly or indirectly, designate the calendar year of payment.

Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under Section 5 constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the Severance Payments under this Agreement being aggregated with payments under another arrangement to which the Executive and the Company or its affiliates are a party or in which the Executive is an eligible participant), (1) if the Executive is a "specified employee" within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive's separation from service shall instead be paid, with interest accrued at the applicable federal rate (based on the rate in effect for the month in which the Executive's separation from service occurs), on the first business day of the seventh month following the Executive's "separation from service" within the meaning of Section 409A of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive's estate within 30 days after the date of the Executive's death; and (3) in no event shall the Date of Termination be deemed to occur until the Executive experiences a "separation from service" within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

To the extent that any reimbursements or in-kind payments are subject to Section 409A of the Code, then such reimbursements or in-kind payments (other than medical expenses) shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive's lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.  For medical expenses, to the extent this Agreement entitles Executive to reimbursement by the Company of payments of medical expenses incurred and paid by Executive but not reimbursed by a person other than the Company and allowable as a deduction under Section 213 of the Code (disregarding the requirement of Section 213(a) of the Code that the deduction is available only to the extent that such expenses exceed 7.5 percent of adjusted gross income), then the reimbursement applies during the period of time during which Executive would be entitled (or would, but for this Agreement, be entitled) to continuation coverage under a group health plan of the Company or the Bank under Section 4980B (COBRA) of the Code if Executive elected such coverage and paid the applicable premiums.

References in this Agreement to Section 409A of the Code include rules, regulations and guidance of general application issued by the Department of the Treasury under Section 409A of the Code.

Nothing in this Agreement shall be deemed to constitute an obligation of the Company or the Bank to make any payments or agree to make any payments to Executive which require prior approval in accordance with the Federal Deposit Insurance Corporation ("FDIC") regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

Incentive Compensation Guidance.  On June 21, 2010, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision issued final Guidance on Sound Incentive Compensation Policies (the "Guidance"), which has not yet been published in the Federal Register as of the date hereof.  To the extent determined necessary to comply with the Guidance as may be interpreted from time to time, the Parties mutually agree to amend the incentive compensation provisions of this Agreement and to cooperate in good faith with respect thereto (it being understood that any agreed upon amendment will not decrease in any material manner the economic value of the incentive compensation opportunities currently provided for in this Agreement).

contract claims;

claims for payment of additional salary, stock, stock options, bonuses, incentive compensation, severance pay, vacation or other leave time, wages, employee or fringe benefits;

claims for sexual harassment;

claims related to whistleblowing;

claims for punitive, incidental, indirect, consequential, special or exemplary damages;

claims for attorneys' fees;

and claims based on any alleged violation of any state of federal common laws, statutes or amendments thereto, including, but not limited to:

the obligations of the Company in accordance with any Section 401(a) of the Code tax qualified plan maintained by Company or its affiliates that is applicable to Executive and the obligations of the Company set forth at Sections 5(i) and 5(j) below that, in each case, are to be performed after the date hereof by the Company;

any indemnification or similar rights Executive has as a current or former officer, director, employee, consultant or agent of the Company and its subsidiaries and affiliates, including, without limitation, any and all rights thereto under applicable law, the Company's bylaws or other governance documents, or any rights with respect to coverage under any directors' and officers' insurance policies and/or indemnification agreements;

any claim Executive may have as the holder or beneficial owners of securities (or other rights relating to securities) of the Company or its affiliates; or

any claims that may arise in the future from events or actions occurring after the date of Executive's execution of this Agreement or that Executive may not by law release through an agreement such as this.