**EXHIBIT
      10(xix)**





**Employment
      Agreement**





This **Employment
      Agreement** (this
“ **Agreement** ”)
      is
      entered into effective as of this 24 day of October, 2007, by and among Ray
      D.
      Vaughn (the “ **Executive** ”),
      Crescent Financial Corporation, a North Carolina corporation (the “ **Corporation** ”),
      and
      Crescent State Bank, a North Carolina-chartered bank and wholly owned subsidiary
      of Crescent Financial Corporation (the “ **Bank** ”).
      The
      Corporation and the Bank are hereinafter sometimes referred to together or
      individually as the “ **Employer** .”





**Whereas** ,
      the
      Executive is the Senior Vice President of the Bank, possessing unique skills,
      knowledge, and experience relating to the business of banking, and the Executive
      has made and is expected to continue to make major contributions to the
      profitability, growth, and financial strength of the Corporation and
      affiliates,





**Whereas** ,
      the
      Executive and the Employer intend that this Agreement shall supersede and
      replace in its entirety the February 28, 2006 Employment Agreement between
      the
      Executive and the Employer, and





**Whereas** ,
      none of
      the conditions or events included in the definition of the term “golden
      parachute payment” that is set forth in Section 18(k)(4)(A)(ii) of the Federal
      Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit
      Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists
      or,
      to the best knowledge of the Employer, is contemplated insofar as the Employer
      or any affiliates are concerned.





**Now
      Therefore** ,
      in
      consideration of these premises, the mutual covenants contained herein, and
      other good and valuable consideration the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows.





**Article
      1**


**Employment**





**1.1**  **Employment** .
      The
      Employer hereby employs the Executive to serve as Senior Vice President
      according to the terms and conditions of this Agreement and for the period
      stated in section 1.3. The Executive hereby accepts employment according to
      the
      terms and conditions of this Agreement and for the period stated in section
      1.3.





**1.2**  **Duties** .
      The
      Executive shall serve under the direction of the Employer’s President and Chief
      Executive Officer and in accordance with the Employer’s Articles of
      Incorporation and Bylaws, as the Articles of Incorporation and Bylaws may be
      amended or restated from time to time. The Executive shall report directly
      to
      the President and Chief Executive Officer. The Executive shall serve the
      Employer faithfully, diligently, competently, and to the best of the Executive’s
      ability. The Executive shall exclusively devote full time, energy, and attention
      to the business of the Employer and to the promotion of the Employer’s interests
      throughout the term of this Agreement. Without the written consent of the board
      of directors of each of the Corporation and the Bank, the Executive shall not
      render services to or for any person, firm, corporation, or other entity or
      organization in exchange for compensation, regardless of the form in which
      such
      compensation is paid and regardless of whether it is paid directly or indirectly
      to the Executive. Nothing in this Article 2 shall prevent the Executive from
      managing personal investments and affairs, provided that doing so does not
      interfere with the proper performance of the Executive’s duties and
      responsibilities under this Agreement.





**1.3**  **Term
      of Employment** .
      The
      initial term of this Agreement shall be for a period of three years commencing
      on the effective date of this Agreement. On the first anniversary of the
      effective date of this Agreement and on each anniversary thereafter, this
      Agreement shall be extended automatically for one additional year unless the
      Employer’s board of directors determines that the term shall not be extended. If
      the board of directors determines not to extend the term, it shall promptly
      notify the Executive in writing, and this Agreement shall nevertheless remain
      in
      force until its term expires. The board’s decision not to extend the term of
      this Agreement shall not – by itself – give the Executive any rights under
      this Agreement to claim an adverse change in position, compensation, or
      circumstances or otherwise to claim entitlement to severance benefits under
      Articles 4 or 5. References herein to the term of this Agreement mean the
      initial term, as the same may be extended. Unless sooner terminated, the
      Executive’s employment and the term of this Agreement shall terminate when the
      Executive attains age 65.









**Article
      2**


**Compensation
      and Benefits**





**2.1**  **Base
      Salary** .
      In
      consideration of the Executive’s performance of the obligations under this
      Agreement, the Employer shall pay or cause to be paid to the Executive a salary
      at the annual rate of not less than $160,000, payable in semi-monthly
      installments. No less frequently than annually the Executive’s salary shall be
      reviewed by the Compensation Committee of the Employer’s board of directors or
      by the board committee with jurisdiction over executive compensation. The
      Executive’s salary shall be increased no more frequently than annually to
      account for cost of living increases. The Executive’s salary also may be
      increased beyond the amount necessary to account for cost of living increases
      at
      the discretion of the committee having jurisdiction over executive compensation.
      However, the Executive’s salary shall not be reduced. The Executive’s salary, as
      the same may be increased from time to time, is referred to in this Agreement
      as
      the “ **Base
      Salary** .”





**2.2**  **Benefit
      Plans and Perquisites** .
      The
      Executive shall be entitled throughout the term of this Agreement to participate
      in any and all officer or employee compensation, bonus, incentive, and benefit
      plans in effect from time to time, including without limitation stock option
      and
      other stock-based compensation, incentive, bonus, or purchase plans existing
      on
      the date of this Agreement or adopted during the term of this Agreement and
      plans providing pension, medical, dental, disability, and group life benefits,
      including the Employer’s 401(k) plan, and to receive any and all other fringe
      benefits provided from time to time, provided that the Executive satisfies
      the
      eligibility requirements for any such plans or benefits. Without limiting the
      generality of the foregoing, the Executive shall be entitled to reimbursement
      for all reasonable business expenses incurred performing the Executive’s
      obligations under this Agreement, including but not limited to all reasonable
      business travel, country club dues and entertainment expenses incurred while
      acting at the request of or in the service of the Employer and reasonable
      expenses for attendance at annual and other periodic meetings of trade
      associations.





**2.3**  **Vacation** .
      The
      Executive shall be entitled to paid annual vacation and sick leave in accordance
      with the policies established from time to time by the Employer, but in no
      event
      fewer than three weeks of vacation per year. The Executive shall schedule at
      least five consecutive days of vacation per year. The timing of vacations shall
      be scheduled in a reasonable manner by the Executive. The Executive shall not
      be
      entitled to any additional compensation for failure to use allotted vacation
      or
      sick leave nor shall the Executive be entitled to accumulate unused sick leave
      from one year to the next, unless authorized by the Employer’s board of
      directors to do so.





**2.4**  **Indemnification
      and Insurance** .
      (a) *Indemnification* .
      The
      Employer shall indemnify the Executive or cause the Executive to be indemnified
      for the Executive’s activities as a director, officer, employee, or agent of the
      Employer or as a person who is serving or has served at the request of the
      Employer (a “ **representative** ”)
      as a
      director, officer, employee, agent, or trustee of an affiliated corporation,
      joint venture, trust or other enterprise, domestic or foreign, in which the
      Employer has a direct or indirect ownership interest against expenses (including
      without limitation attorneys’ fees, judgments, fines, and amounts paid in
      settlement) actually and reasonably incurred (“ **Expenses** ”)
      in
      connection with any claim against the Executive that is the subject of any
      threatened, pending, or completed action, suit, or other type of proceeding,
      whether civil, criminal, administrative, investigative, or otherwise and whether
      formal or informal (a “ **Proceeding** ”),
      to
      which the Executive was, is, or is threatened to be made a party by reason
      of
      the Executive being or having been such a director, officer, employee, agent,
      or
      representative.




2




The
      indemnification provided herein shall not be exclusive of any other
      indemnification or right to which the Executive may be entitled and shall
      continue after the Executive has ceased to occupy a position as an officer,
      director, employee, agent, or representative with respect to Proceedings
      relating to or arising out of the Executive’s acts or omissions during the
      Executive’s service in such position. The indemnification provided to the
      Executive under this Agreement for the Executive’s service as a representative
      shall be payable if and only if and only to the extent that reimbursement to
      the
      Executive by the affiliated entity with which the Executive has served as a
      representative, whether pursuant to agreement, applicable law, articles of
      incorporation or association, by-laws or regulations of the entity, or insurance
      maintained by such affiliated entity, is insufficient to compensate the
      Executive for Expenses actually incurred and otherwise payable by the Employer
      under this Agreement. Any payments in fact made to or on behalf of the Executive
      directly or indirectly by the affiliated entity with which the Executive served
      as a representative shall reduce the obligation of the Employer
      hereunder.





(b)  *Exclusions* .
      Despite
      anything herein to the contrary, however, nothing in this section 2.4 requires
      indemnification, reimbursement, or payment by the Employer, and the Executive
      shall not be entitled to demand indemnification, reimbursement, or payment
      –




1)  if
      and to
      the extent indemnification, reimbursement, or payment constitutes a “prohibited
      indemnification payment” within the meaning of Federal Deposit Insurance
      Corporation Rule 359.1(l)(1) [12 CFR 359.1(l)(1)], or





2)  for
      any
      claim or any part thereof for which the Executive shall have been determined
      by
      a court of competent jurisdiction, from which no appeal is or can be taken,
      by
      clear and convincing evidence, to have acted with deliberate intent to cause
      injury to the Employer or with reckless disregard for the Employer’s best
      interests, or





3)  for
      any
      claim or any part thereof arising under section 16(b) of the Securities Exchange
      Act of 1934 as a result of which the Executive is required to pay any penalty,
      fine, settlement, or judgment, or





4)  for
      any
      obligation of the Executive based upon or attributable to the Executive gaining
      in fact any personal gain, profit, or advantage to which the Executive was
      not
      entitled, or





5)  any
      proceeding initiated by the Executive without the consent or authorization
      of
      the Employer’s board of directors, but this exclusion shall not apply to any
      claims brought by the Executive ( *x* )
      to
      enforce the Executive’s rights under this Agreement, or ( *y* )
      in any
      Proceeding initiated by another person or entity whether or not such claims
      were
      brought by the Executive against a person or entity who was otherwise a party
      to
      such proceeding.





(c)  *Insurance* .
      The
      Employer shall maintain or cause to be maintained liability insurance covering
      the Executive throughout the term of this Agreement.





**Article
      3**


**Termination**





**3.1**  **Termination
      Because of Death or Disability** .
      (a) *Death* .
      The
      Executive’s employment shall terminate automatically on the date of the
      Executive’s death. If the Executive’s employment terminates because of the
      Executive’s death, the Executive’s estate shall receive any sums due the
      Executive as Base Salary and reimbursement of expenses through the end of the
      month in which death occurred, plus any bonus earned or accrued through the
      date
      of death, including any unvested amounts awarded for previous years. If the
      Executive dies in active service to the Employer, for 12 months after the
      Executive’s death the Employer shall provide without cost to the Executive’s
      family continuing health care coverage under COBRA substantially identical
      to
      that provided for the Executive before death.




3




(b)  *Disability* .
      By
      delivery of written notice 30 days in advance to the Executive, the Employer
      may
      terminate the Executive’s employment if the Executive is disabled. For purposes
      of this Agreement the Executive shall be deemed to be “ **disabled** ”
if
      an
      independent physician selected by the Employer and reasonably acceptable to
      the
      Executive or the Executive’s legal representative determines that, because of
      illness or accident, the Executive is unable to perform the Executive’s duties
      and will be unable to perform the Executive’s duties for a period of 90
      consecutive days. The Executive shall not be deemed to be disabled, however,
      if
      the Executive returns to work on a full-time basis within 30 days after the
      Employer gives notice of termination because of disability. If the Executive
      is
      terminated by either of the Corporation or the Bank because of disability,
      the
      Executive’s employment with the other shall also terminate at the same time.
      During the period of incapacity leading up to termination of the Executive’s
      employment under this provision, the Employer shall continue to pay the full
      Base Salary at the rate then in effect and all perquisites and other benefits
      (other than bonus) until the Executive becomes eligible for benefits under
      any
      disability plan or insurance program maintained by the Employer, provided that
      the amount of the Employer’s payments under this section 3.1(b) to the Executive
      shall be reduced by the sum of the amounts, if any, payable to the Executive
      for
      the same period under any disability benefit or pension plan covering the
      Executive. Furthermore, the Executive shall receive any bonus earned or accrued
      through the date of incapacity, including any unvested amounts awarded for
      previous years.





**3.2**  **Involuntary
      Termination with Cause** .
      The
      Employer may terminate the Executive’s employment with Cause. If the Executive’s
      employment is terminated with Cause by either of the Corporation or the Bank,
      the Executive’s employment with the other shall also terminate at the same time.
      If the Executive’s employment terminates with Cause, the Executive shall receive
      the Base Salary through the date on which termination becomes effective and
      reimbursement of expenses to which the Executive is entitled when termination
      becomes effective. For purposes of this Agreement “ **Cause** ”
means
      any of the following occur -





(a)  an
      act of
      fraud, embezzlement, or theft by the Executive in the course of employment
      or
      misconduct involving dishonesty, or





(b)  intentional
      violation of any law or significant policy of the Employer or an affiliate,
      which in the Employer’s sole judgement causes material harm to the Employer or
      affiliate, regardless of whether the violation leads to criminal prosecution
      or
      conviction. For purposes of this Agreement applicable laws include any statute,
      rule, regulatory order, statement of policy, or final cease-and-desist order
      of
      any governmental agency or body having regulatory authority over the Employer.
      For purposes of this Agreement no act or failure to act on the Executive’s part
      shall be deemed to have been intentional if it was due primarily to an error
      in
      judgment or negligence. An act or failure to act on the Executive’s part shall
      be considered intentional if it is not in good faith and if it is without a
      reasonable belief that the action or failure to act is in the Employer’s best
      interests, or





(c)  the
      Executive’s gross negligence or gross neglect in the performance of duties,
      or





(d)  intentional
      wrongful damage by the Executive to the business or property of the Employer
      or
      its affiliates, including without limitation the reputation of the Employer,
      which in the Employer’s sole judgment causes material harm to the Employer,
      or





(e)  a
      breach
      by the Executive of fiduciary duties as an officer or director of the Employer,
      or misconduct involving dishonesty, or





(f)  a
      breach
      by the Executive of this Agreement that in the sole judgment of the Employer
      is
      a material breach, which breach is not corrected by the Executive within ten
      days after receiving written notice of the breach, or





(g)  removal
      of the Executive from office or permanent prohibition of the Executive from
      participating in the Employer’s affairs by an order issued under section 8(e)(4)
      or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1),
      or





(h)  the
      occurrence of any event that results in the Executive being excluded from
      coverage, or having coverage limited for the Executive as compared to other
      executives of the Employer, under the Employer’s blanket bond or other fidelity
      or insurance policy covering its directors, officers, or employees,
      or




4




(i)  conviction
      of the Executive for or plea of no contest to a felony or conviction of or
      plea
      of no contest to a misdemeanor involving moral turpitude, or the actual
      incarceration of the Executive for 45 consecutive days or more.





**3.3**  **Voluntary
      Termination by the Executive** .
      If the
      Executive terminates employment voluntarily, the Executive shall receive the
      Base Salary and expense reimbursement to which the Executive is entitled through
      the date on which termination becomes effective.





**3.4**  **Involuntary
      Termination Without Cause** .
      With
      written notice to the Executive 60 days in advance, the Employer may terminate
      the Executive’s employment without Cause. Termination shall take effect at the
      end of the 60-day period. If the Executive’s employment terminates involuntarily
      without Cause, the Executive shall be entitled to the benefits specified in
      Article 4 of this Agreement.





**3.5**  **Notice** .
      Any
      purported termination by the Employer or by the Executive shall be communicated
      by written notice of termination to the other. The notice must state the
      specific termination provision of this Agreement relied upon. The notice must
      also state the date on which termination shall become effective, which shall
      be
      a date not earlier than the date of the termination notice. If termination
      is an
      involuntary termination with Cause, the notice must state in reasonable detail
      the facts and circumstances forming the basis for termination of the Executive’s
      employment.





**Article
      4**


**Severance**





**4.1**  **Termination
      Without Cause** .
      Subject
      to the possibility that continued Base Salary for the first six months after
      employment termination might be delayed because of section 4.2, if the
      Executive’s employment terminates involuntarily but without Cause the Executive
      shall be entitled to receive from the Employer continued Base Salary for 12
      months from the date of termination. The severance benefit provided by this
      section 4.1 shall not be payable, however, if the Executive’s employment is
      terminated within 24 months after a change in control of the Corporation. In
      addition, if the Executive becomes employed elsewhere during the 12-month period
      in which severance benefits are payable under this section 4.1, the severance
      benefit provided by this section 4.1 shall be reduced by the amount of any
      other
      compensation earned by the Executive during the 12-month period. A change in
      control of the Corporation means a change in control as defined in Internal
      Revenue Code section 409A and rules, regulations, and guidance of general
      application thereunder issued by the Department of the Treasury, including
      -





(a)  *Change
      in ownership* :
      a
      change in ownership of the Corporation occurs on the date any one person or
      group accumulates ownership of Corporation stock constituting more than 50%
      of
      the total fair market value or total voting power of the Corporation’s
      stock,





(b)  *Change
      in effective control* :
      ( *x* )
      any one
      person or more than one person acting as a group acquires within a 12-month
      period ownership of Corporation stock possessing 30% or more of the total voting
      power of the Corporation’s stock, or ( *y* )
      a
      majority of the Corporation’s board of directors is replaced during any 12-month
      period by directors whose appointment or election is not endorsed in advance
      by
      a majority of the Corporation’s board of directors, or





(c)  *Change
      in ownership of a substantial portion of assets* :
      a
      change in the ownership of a substantial portion of the Corporation’s assets
      occurs if in a 12-month period any one person or more than one person acting
      as
      a group acquires from the Corporation assets having a total gross fair market
      value equal to or exceeding 40% of the total gross fair market value of all
      of
      the Corporation’s assets immediately before the acquisition or acquisitions. For
      this purpose, gross fair market value means the value of the Corporation’s
      assets, or the value of the assets being disposed of, determined without regard
      to any liabilities associated with the assets.




5




**4.2**  **Possible
      Delay Because of 409A** .
      If when
      employment termination occurs the Executive is a specified employee within
      the
      meaning of section 409A of the Internal Revenue Code of 1986, and if continued
      Base Salary under section 4.1 would be considered deferred compensation under
      section 409A, and finally if an exemption from the six-month delay requirement
      of section 409A(a)(2)(B)(i) is not available, the Executive’s severance benefit
      under section 4.1 for the first six months after employment termination shall
      be
      paid to the Executive in a single lump sum on the first day of the seventh
      month
      after the month in which the Executive’s employment terminates. References in
      this Agreement to section 409A of the Internal Revenue Code of 1986 include
      rules, regulations, and guidance of general application issued by the Department
      of the Treasury under Internal Revenue Code section 409A.





**Article
      5**


**Confidentiality
      and Creative Work**





**5.1**  **Non-disclosure** .
      The
      Executive covenants and agrees not to reveal to any person, firm, or corporation
      any confidential information of any nature concerning the Employer or its
      business. As used in this Article 5, the term “ **confidential
      information** ”
means
      all of the Employer’s and its affiliates’ confidential and proprietary
      information and trade secrets in existence on the date hereof or existing at
      any
      time during the term of this Agreement, including but not limited to
–





(a)  the
      whole
      or any portion or phase of any business plans, financial information, purchasing
      data, supplier data, accounting data, or other financial
      information,





(b)  the
      whole
      or any portion or phase of any research and development information, design
      procedures, algorithms, or processes, or other technical
      information,





(c)  the
      whole
      or any portion or phase of any marketing or sales information, sales records,
      customer lists, prices, sales projections, or other sales information,
      and





(d)  trade
      secrets, as defined from time to time by the laws of the State of North
      Carolina.





Despite
      the foregoing, confidential information excludes information that – as of
      the date hereof or at any time after the date hereof – is published or
      disseminated without obligation of confidence or that becomes a part of the
      public domain ( *x* ) by
      or through action of the Employer or ( *y* ) otherwise
      than by or at the Executive’s direction. This section 5.1 does not prohibit
      disclosure required by an order of a court having jurisdiction or a subpoena
      from an appropriate governmental agency or disclosure made by the Executive
      in
      the ordinary course of business and within the scope of the Executive’s
      authority.





**5.2**  **Return
      of Materials** .
      The
      Executive agrees to deliver or return to the Employer upon employment
      termination, upon expiration of this Agreement, or as soon thereafter as
      possible, all written information and any other similar items furnished by
      the
      Employer or prepared by the Executive in connection with the Executive’s
      services hereunder. The Executive will retain no copies thereof after
      termination of this Agreement or termination of the Executive’s
      employment.





**5.3**  **Injunctive
      Relief** .
      The
      Executive acknowledges that it is impossible to measure in money the damages
      that will accrue to the Employer if the Executive fails to observe the
      obligations imposed by this Article 5. Accordingly, if the Employer institutes
      an action to enforce the provisions hereof, the Executive hereby waives the
      claim or defense that an adequate remedy at law is available to the Employer,
      and the Executive agrees not to urge in any such action the claim or defense
      that an adequate remedy at law exists.





**5.4**  **Affiliates’
      Confidential Information is Covered; Confidentiality Obligation Survives
      Termination** .
      For
      purposes of this Agreement the term “ **affiliate** ”
of
      the
      Employer includes the Bank and any entity that directly, or indirectly through
      one or more intermediaries, controls, is controlled by, or is under common
      control with the Corporation. The rights and obligations set forth in this
      Article 5 shall survive termination of this Agreement.




6




**5.5**  **Creative
      Work** .
      The
      Executive agrees that all creative work and work product, including but not
      limited to all technology, business management tools, processes, software,
      patents, trademarks, and copyrights developed by the Executive during the term
      of this Agreement, regardless of when or where such work or work product was
      produced, constitutes work made for hire, all rights of which are owned by
      the
      Employer. The Executive hereby assigns to the Employer all rights, title, and
      interest, whether by way of copyrights, trade secret, trademark, patent, or
      otherwise, in all such work or work product, regardless of whether the same
      is
      subject to protection by patent, trademark, or copyright laws.





**Article
      6**


**Competition
      After Employment Termination**





**6.1**  **Covenant
      Not to Solicit Employees** .
      The
      Executive agrees not to solicit the services of any officer or employee of
      the
      Employer for one year after the Executive’s employment termination.





**6.2**  **Covenant
      Not to Compete** .
      (a) The
      Executive agrees not to compete directly or indirectly with the Employer for
      one
      year after the Executive’s employment termination, plus any period during which
      the Executive is in violation of this covenant not to compete and any period
      during which the Employer seeks by litigation to enforce this covenant not
      to
      compete. For purposes of this section -





(1)  the
      term
“compete” means





(a)  providing
      financial products or services on behalf of any financial institution for any
      person residing in the territory,





(b)  assisting
      (other than through the performance of ministerial or clerical duties) any
      financial institution in providing financial products or services to any person
      residing in the territory, or





(c)  inducing
      or attempting to induce any person who was a customer of the Employer at the
      date of the Executive’s employment termination to seek financial products or
      services from another financial institution.





(2)  the
      words
“directly or indirectly” means -





(a)  acting
      as
      a consultant, officer, director, independent contractor, or employee of any
      financial institution, *de
      novo* institution in organization, or organizational group in competition or intending
      to be in competition with the Employer in the territory, or





(b)  communicating
      to such financial institution the names or addresses or any financial
      information concerning any person who was a customer of the Employer at the
      Executive’s employment termination.





(3)  the
      term
“customer” means any person to whom the Employer is providing financial products
      or services on the date of the Executive’s employment termination.





(4)  the
      term
“financial institution” means any bank, savings association, or bank or savings
      association holding company, or any other institution, the business of which
      is
      engaging in activities that are financial in nature or incidental to such
      financial activities as described in section 4(k) of the Bank Holding Company
      Act of 1956, other than the Employer or one of its affiliated
      corporations.





(5)  “financial
      product or service” means any product or service that a financial institution or
      a financial holding company could offer by engaging in any activity that is
      financial in nature or incidental to such a financial activity under section
      4(k) of the Bank Holding Company Act of 1956 and that is offered by the Employer
      or an affiliate on the date of the Executive’s employment termination, including
      but not limited to banking activities and activities that are closely related
      and a proper incident to banking.




7




(6)  the
      term
“person” means any individual or individuals, corporation, partnership,
      fiduciary, or association.





(7)  the
      term
“territory” means Wake County, any counties contiguous to Wake County, and any
      county in which the Bank has a full service office or loan production office
      on
      the date of this Agreement or establishes a full service office or loan
      production office during the term of this Agreement.





(b)  If
      any
      provision of this section or any word, phrase, clause, sentence, or other
      portion thereof (including, without limitation, the geographical and temporal
      restrictions contained therein) is held to be unenforceable or invalid for
      any
      reason, the unenforceable or invalid provision or portion shall be modified
      or
      deleted so that the provisions hereof, as modified, are legal and enforceable
      to
      the fullest extent permitted under applicable law.





**6.3**  **Specific
      Performance** .
      The
      Executive’s covenants contained in Article 6 shall survive termination of the
      Executive’s employment for any reason, and shall be enforceable after such
      termination. Without intending to limit the remedies available to the
      Corporation and the Bank, the Executive agrees that damages at law are an
      insufficient remedy for violation by the Executive of the covenants contained
      in
      this Agreement. Accordingly, the Executive hereby agrees that either of the
      Corporation or the Bank may apply for and is entitled to injunctive relief
      in
      any court of competent jurisdiction to restrain the breach or threatened breach
      of, or otherwise to specifically enforce, any of the covenants of this Article
      6, in each case without proof of actual damages, in addition to any other
      remedies that may be available under applicable law. The Executive hereby waives
      the claim or defense that an adequate remedy at law is available to the
      Corporation or the Bank, and the Executive agrees not to urge in any action
      or
      proceeding the claim or defense that an adequate remedy at law
      exists.





Without
      limiting the generality of the foregoing, without limiting the remedies
      available to the Corporation or the Bank for violation of this Agreement, and
      without constituting an election of remedies, if the Executive violates any
      of
      the terms of Article 6 he shall forfeit on the Executive’s own behalf and that
      of beneficiary(ies) any rights to and interest in any severance or other
      benefits under this Agreement.





**6.4**  **Article
      6 Survives Termination** .
      The
      rights and obligations set forth in this Article 6 shall survive termination of
      this Agreement.





**Article
      7**


**Miscellaneous**





**7.1**  **Successors
      and Assigns** .
      (a) *This
      Agreement is binding on successors* .
      This
      Agreement shall be binding upon the Employer and any successor to the Employer,
      including any persons acquiring directly or indirectly all or substantially
      all
      of the business or assets of the Employer by purchase, merger, consolidation,
      reorganization, or otherwise. But this Agreement and the Employer’s obligations
      under this Agreement are not otherwise assignable, transferable, or delegable
      by
      the Employer. By agreement in form and substance satisfactory to the Executive,
      the Employer shall require any successor to all or substantially all of its
      business or assets expressly to assume and agree to perform this Agreement
      in
      the same manner and to the same extent the Employer would be required to perform
      had no succession occurred.





(b)  *This
      Agreement is enforceable by the Executive’s heirs* .
      This
      Agreement shall inure to the benefit of and be enforceable by the Executive’s
      personal or legal representatives, executors, administrators, successors, heirs,
      distributees, and legatees.




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(c)  *This
      Agreement is personal in nature and is not assignable* .
      This
      Agreement is personal in nature. Without written consent of the other parties,
      no party shall assign, transfer, or delegate this Agreement or any rights or
      obligations under this Agreement except as expressly permitted. Without limiting
      the generality or effect of the foregoing, the Executive’s right to receive
      payments hereunder is not assignable or transferable, whether by pledge,
      creation of a security interest, or otherwise, except for a transfer by the
      Executive’s will or by the laws of descent and distribution. If the Executive
      attempts an assignment or transfer that is contrary to this section 7.1, the
      Employer shall have no liability to pay any amount to the assignee or
      transferee.





**7.2**  **Governing
      Law, Jurisdiction and Forum** .
      This
      Agreement shall be construed under and governed by the internal laws of the
      State of North Carolina, without giving effect to any conflict of laws provision
      or rule (whether of the State of North Carolina or any other jurisdiction)
      that
      would cause the application of the laws of any jurisdiction other than North
      Carolina. By entering into this Agreement, the Executive acknowledges that
      the
      Executive is subject to the jurisdiction of both the federal and state courts
      in
      North Carolina. Any actions or proceedings instituted under this Agreement
      shall
      be brought and tried solely in courts located in the Wake County, North
      Carolina, or in the federal court having jurisdiction in Cary, North Carolina.
      The Executive expressly waives the right to have any such actions or proceedings
      brought or tried elsewhere.





**7.3**  **Entire
      Agreement** .
      This
      Agreement sets forth the entire agreement of the parties concerning the
      employment of the Executive. Any oral or written statements, representations,
      agreements, or understandings made or entered into before or contemporaneously
      with the execution of this Agreement are hereby rescinded, revoked, and rendered
      null and void by the parties. Benefits payable under this Agreement shall not
      be
      reduced by any benefits payable under the Salary Continuation Agreement between
      the Executive and the Bank, as that agreement may be amended or restated, and
      benefits payable under the Salary Continuation Agreement likewise shall not
      be
      reduced by any benefits payable under this Agreement. This Agreement supersedes
      and replaces in its entirety the February 8, 2006 Employment Agreement entered
      into by the Executive and the Employer.





**7.4**  **Notices** .
      Any
      notice under this Agreement shall be deemed to have been effectively made or
      given if in writing and personally delivered, delivered by mail properly
      addressed in a sealed envelope, postage prepaid by certified or registered
      mail,
      delivered by a reputable overnight delivery service, or sent by facsimile.
      Unless otherwise changed by notice, notice shall be properly addressed to the
      Executive if addressed to the address of the Executive on the books and records
      of the Employer at the time of the delivery of such notice, and properly
      addressed to the Employer if addressed to Crescent Financial Corporation, 1005
      High House Road, Cary, North Carolina 27513, Attention: Corporate
      Secretary.





**7.5**  **Severability** .
      In the
      case of conflict between any provision of this Agreement and any statute,
      regulation, or judicial precedent, the latter shall prevail, but the affected
      provisions of this Agreement shall be curtailed and limited solely to the extent
      necessary to bring them within the requirements of law. If any provision of
      this
      Agreement is held by a court of competent jurisdiction to be indefinite,
      invalid, void or voidable, or otherwise unenforceable, the balance of this
      Agreement shall continue in full force and effect unless such construction
      would
      clearly be contrary to the intentions of the parties or would result in an
      injustice.





**7.6**  **Captions
      and Counterparts** .
      The
      captions in this Agreement are solely for convenience. The captions do not
      define, limit, or describe the scope or intent of this Agreement. This Agreement
      may be executed in several counterparts, each of which shall be deemed to be
      an
      original but all of which together shall constitute one and the same
      instrument.





**7.7**  **Amendment
      and Waiver** .
      This
      Agreement may not be amended, released, discharged, abandoned, changed, or
      modified except by an instrument in writing signed by each of the parties
      hereto. The failure of any party hereto to enforce at any time any of the
      provisions of this Agreement shall not be construed to be a waiver of any such
      provision, nor in any way to affect the validity of this Agreement or any part
      thereof or the right of any party thereafter to enforce each and every
      provision. No waiver or any breach of this Agreement shall be held to be a
      waiver of any other or subsequent breach.




9




**7.8**  **Compliance
      with Internal Revenue Code Section 409A** .
      The
      Employer and the Executive intend that their exercise of authority or discretion
      under this Agreement shall comply with section 409A of the Internal Revenue
      Code
      of 1986. If when the Executive’s employment terminates the Executive is a
      specified employee, as defined in section 409A of the Internal Revenue Code
      of
      1986, and if any payments under this Agreement, including Articles 4 or 5,
      will
      result in additional tax or interest to the Executive because of section 409A,
      then despite any contrary provision of this Agreement the Executive shall not
      be
      entitled to the payments until the earliest of ( *x* )
      the
      date that is at least six months after termination of the Executive’s employment
      for reasons other than the Executive’s death, ( *y* )
      the
      date of the Executive’s death, or ( *z* )
      any
      earlier date that does not result in additional tax or interest to the Executive
      under section 409A. As promptly as possible after the end of the period during
      which payments are delayed under this provision, the entire amount of the
      delayed payments shall be paid to the Executive in a single lump sum. If any
      provision of this Agreement does not satisfy the requirements of section 409A,
      such provision shall nevertheless be applied in a manner consistent with those
      requirements. If any provision of this Agreement would subject the Executive
      to
      additional tax or interest under section 409A, the Employer shall reform the
      provision. However, the Employer shall maintain to the maximum extent
      practicable the original intent of the applicable provision without subjecting
      the Executive to additional tax or interest, and the Employer shall not be
      required to incur any additional compensation expense as a result of the
      reformed provision.





**In
      Witness Whereof** ,
      the
      parties have executed this Employment Agreement as of the date first written
      above.


**Witnesses**
              
              **Crescent
                    Financial Corporation**By:Its:**Witnesses**
              
              **Crescent
                    State Bank**By:Its:**Witnesses**
              
              **Executive**/s/
                  Ray D. VaughnRay
                  D. Vaughn




10


County
                  of Wake
              ))
                  ss:State
                  of North Carolina
              )




Before
      me
      this  day
      of  ,
      2007,
      personally appeared the above named and
      Ray
      D. Vaughn, who acknowledged that they did sign the foregoing instrument and
      that
      the same was their free act and deed.


(Notary
                  Seal)
              Notary
                  PublicMy
                  Commission Expires:





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