Exhibit 10  EMPLOYMENT AGREEMENT  THIS AGREEMENT is made as of the 1st day of
March, 2002, between SUN BANCORP, INC. (Corporation), a
Pennsylvania business corporation having a place of business at 2-16 South
Market Street, Selinsgrove, Pennsylvania 17870, SUN BANK (Bank), a
Pennsylvania chartered banking institution having a place of business at 2-16
South Market Street, Selinsgrove, Pennsylvania 17870, and ROBERT J. McCORMACK(Executive),
an individual residing at RR #6, Box 266-K, Lewisburg, Pennsylvania, 17837
(collectively, the Parties and, individually, sometimes a Party).  WHEREAS, the Corporation is a registered
bank holding company;  WHEREAS, the Bank is a subsidiary of the
Corporation;  WHEREAS, any reference solely to
Corporation in this Agreement shall mean Corporation or Bank;  WHEREAS, Corporation and Bank desire to
employ Executive to serve in the capacity of President and CEO of the Bank and
Corporation under the terms and conditions set forth in this Agreement; and  WHEREAS, Executive desires to accept
employment with Corporation and Bank under the terms and conditions set forth
in this Agreement.  NOW, THEREFORE, the parties hereto,
intending to be legally bound, agree as follows:  1.Employment.   Corporation and Bank hereby employ
Executive and Executive hereby accepts employment with Corporation and Bank, on
the terms and conditions set forth in this Agreement.  2.Duties
and Position of Executive. 
Executive shall perform and discharge well and faithfully such duties as
an executive officer of Corporation as may be assigned to Executive from time
to time by the Board of Directors of Corporation.  Executive shall be employed as President and Chief Executive
Officer of the Bank and Corporation, and shall hold such other titles as may be
given to him from time to time by the Board of Directors of Corporation.  3.Engagement
in Other Employment. 
Executive shall devote his full time, attention and energies to the
business of Corporation and Bank during the Employment Period (as defined in
Section 4(a) of this Agreement); provided, however, that this Section 3 shall
not be construed as preventing Executive from (a) investing Executives
personal assets in enterprises that do not compete with Corporation, Bank or
any of their subsidiaries or affiliates or (b) being involved in any other
activity with the prior approval of the Boards  
   of Directors of Corporation and Bank.  The Executive shall not engage in any
business or commercial activities, duties or pursuits which compete with the business
or commercial activities of Corporation, Bank or any of their subsidiaries or
affiliates, nor may the Executive serve as a director or officer or in any
other capacity in a company which competes with Corporation, Bank or any of
their subsidiaries or affiliates.  4.             Term of
Agreement.  (a)Employment
Period.  This Agreement shall be for
a three (3)  year period (the
Employment Period) beginning on the date first mentioned above, and if not
previously terminated pursuant to the terms of this Agreement, the Employment
Period shall end three (3) years later; 
provided however, that the Employment Period shall be automatically
renewed one year later on the first anniversary date of the commencement of the
Employment Period (the Renewal Date) for a period ending three (3) years from
the Renewal Date unless either party shall give written notice of non-renewal
to the other  party at least sixty (60)
days prior to the Renewal Date, in which event this Agreement shall terminate
at the end of the Employment Period.  If
this Agreement is renewed on the Renewal Date, it will be automatically renewed
on the first anniversary date of the Renewal Date and each subsequent year (the
Annual Renewal Date) for a period ending three (3) years from each Annual
Renewal Date, unless either party gives written notice of non-renewal to the
other party at least sixty (60) days prior to the Annual Renewal Date, in which
case this Agreement will continue in effect for a term ending two (2) years
from the Annual  Renewal Date
immediately following such notice.  (b)Cause.  Notwithstanding the provisions of Section
4(a) of this Agreement, this Agreement shall terminate automatically for Cause
(as defined herein) upon written notice from the Board of Directors of
Corporation to Executive.  As used in
this Agreement, the term Cause shall mean any of the following:  (i)Executives
conviction of or plea of guilty or nolo contendere to a felony, a crime of
falsehood or a crime involving moral turpitude, or the actual incarceration of
Executive;  (ii)Executives
failure to follow the good faith lawful instructions of the Board of Directors
of Corporation with respect to its operations, after notice from Corporation,
and a failure to cure such violation within twenty (20) days of said notice;  (iii)the
willful failure by the Executive to substantially perform his duties hereunder,
other than a failure resulting from Executives incapacity because of physical
or mental illness, as provided in Section 4(e) of this Agreement, after notice
from the Corporation and a failure to cure such violation within twenty (20)
days of said notice;  
   (iv)Executives
intentional violation of the provisions of this Agreement, after notice from
Corporation, and a failure to cure such violation within twenty (20) days of
said notice;  (v)dishonesty
or gross negligence of the Executive in the performance of his duties;  (vi)conduct
on the part of the Executive which brings public discredit to  Corporation as determined by a vote of
two-thirds (2/3) of the Board of Directors of Corporation;  (vii)Executives
breach of fiduciary duty involving personal profit;  (viii)Executives
violation of any law, rule or regulation governing banks or bank officers or
any final cease and desist order issued by a bank regulatory authority;  (ix)Executives
unlawful discrimination, including harassment, against Corporations employees,
customers, business associates, contractors or visitors;  (x)Executives
theft or abuse of Corporations property or the property of Corporations
customers, employees, contractors, vendors or business associates;  (xi)any
final removal or prohibition order to which the Executive is subject, by a
federal banking agency pursuant to Section 8(e) of the Federal Deposit
Insurance Act;  (xii)any
act of fraud or misappropriation by Executive;  (xiii)intentional
misrepresentation of a material fact, or intentional omission of information
necessary to make the information supplied not materially misleading, in an
application or other information provided by the Executive to Corporation or
any representative of Corporation in connection with the Executives employment
with Corporation and Bank;  (xiv)direction
or recommendation of a state or federal bank regulatory authority to remove the
Executive from his position with Corporation and/or Bank, as identified herein;  (xv)the
willful engaging by the Executive in misconduct injurious to Corporation, after
notice from Corporation, and a failure to cure such conduct within twenty (20)
days of said notice; or   
   (xvi)willful
and serious violation(s) by Executive of the Banks Core Values, and a
failure to cure such violation(s) within twenty (20) days after notice by the
Corporation; if the violation is so serious that an attempt to cure would be
fruitless, no notice need be given by the Bank.  (xvii)the
existence of any material conflict between the interests of Corporation and the
Executive that is not disclosed in writing by the Executive to Corporation and
Bank and approved in writing by the Boards of Directors of Corporation and Bank
and, after notice from Corporation, a failure to cure such conflict within
twenty (20) days of said notice.  If this Agreement is terminated for Cause, all of
Executives rights under this Agreement shall cease as of the effective date of
such termination and all of Corporation and Banks compensation and employment
obligations under this Agreement shall terminate.  (c)Notwithstanding
the provisions of Section 4(a) of this Agreement,  all of Corporation and Banks obligations under this Agreement
shall terminate automatically upon Executives voluntary termination of
employment.  (d)Good
Reason.  Notwithstanding the
provisions of Section 4(a) of this Agreement, the Executive may terminate his
employment under this Agreement for Good Reason. As used in this Agreement,
Good Reason shall mean any of the following:  (i)any
reduction in the Executives Annual Base Salary, as in effect on the date this
Agreement is executed or as the same may be increased from time to time, except
such reductions that are the result of a national financial depression or
national or bank emergency, or when such reduction has been implemented by the
Board of Directors for the Corporations senior management; or  (ii)a
requirement that Executive move his principal residence more than seventy-five
(75) miles from the location of Corporations principal executive office
immediately prior to this Agreement; or  (iii)any
removal of the Executive from any of the positions indicated in Section 2 of
this Agreement, other than for a promotion, except as a result of his
regulatory removal and/or in connection with termination of the Executives
employment for Cause.  If Executive terminates his employment for Good
Reason, then he may give notice of intention to collect benefits under this
Agreement by delivering a notice in writing (the Notice of Termination) and
Corporation shall pay Executive an amount equal to one (1) times the
Executives Annual Base Salary as defined in Section 5(a) of this Agreement,
which amount shall be payable in twelve (12)   
   equal monthly installments and shall be subject to
federal, state and local tax withholdings. 
In addition, Executive shall receive a continuation, for a period of
twelve (12) months from the date of termination of employment, or until
Executive secures substantially similar benefits through other employment,
whichever shall first occur, of all health, accident, life and disability
insurance benefits in effect with respect to Executive on the date of
termination of employment and that were in effect during the two (2) years
prior to Executives termination of employment, or, if Corporation cannot
provide such benefits because Executive is no longer an employee, a dollar
amount equal to the cost to Executive of obtaining such benefits or
substantially similar benefits. 
Executive only becomes entitled to receive these payments and
continuation of benefits if he executes a General Release in favor of Corporation,
Bank and their subsidiaries and affiliates. 
However, in the event the payments described herein, when added to all
other amounts or benefits provided to or on behalf of the Executive in
connection with his termination of employment, would result in the imposition
of an excise tax under Code Section 4999, such payments shall be retroactively
(if necessary) reduced to the extent necessary to avoid such excise tax
imposition.  Upon written notice to
Executive, together with calculations of Corporations independent auditors,
Executive shall remit to Corporation the amount of the reduction, plus such
interest as may be necessary to avoid the imposition of such excise tax.  Notwithstanding the foregoing or any other
provision of this contract to the contrary, if any portion of the amount herein
payable to the Executive is determined to be non-deductible pursuant to the
regulations promulgated under Section 280G of the Internal Revenue Code of
1986, as amended (the Code), then Corporation shall be required only to pay
to Executive the amount determined to be deductible under Section 280G.  (e)Disability.  Notwithstanding the provisions of Section
4(a) of this Agreement, if, as a result of physical or mental injury or
impairment, Executive is unable to perform all of the essential job functions
of his position on a full time basis, taking into account any reasonable
accommodation required by law, and without posing a direct threat to himself
and others, for a period up to one hundred eighty (180) days, all obligations
of Corporation and Bank to pay Executive an Annual Base Salary as set forth in
Paragraph 5(a) of this Agreement are suspended.  Any paid time off, sick leave, or short term disability pay
Executive may be entitled to receive, pursuant to an established disability
plan or program of the Bank and/or Corporation, if any exists, shall be
considered part of the compensation Executive shall receive while disabled, and
shall not be in addition to the compensation received by Executive under this
provision of the Agreement.  Executive
further agrees that should he remain unable to perform all of the essential
functions of his position on a full time basis, taking into account any
reasonable accommodation required by law, and without posing a direct threat to
himself or others, after one hundred eighty (180) days, the Bank and
Corporation will suffer an undue hardship by continuing Executive in his
position.  Upon this event, all
compensation and employment obligations of the Bank and Corporation under this
Agreement shall cease (except Executives rights under the Corporations  
   then existing short term and/or long term disability
plans, if any), and this Agreement shall terminate.  (f)Death.  Notwithstanding the provisions of Section
4(a) of this Agreement, this Agreement shall terminate automatically upon
Executives death and Executives rights under this Agreement shall cease as of
the date of such termination.  5.             Employment
Period Compensation.  (a)Annual
Base Salary.  For services performed
by Executive under this Agreement, Corporation shall pay Executive an Annual
Base Salary in the aggregate during the Employment Period at the rate of One
Hundred Eighty Thousand Three Dollars and Twenty Cents ($180,003.20) per year,
payable at the same times as salaries are payable to other executive employees
of Corporation.  Corporation may, from
time to time, increase Executives Annual Base Salary, and any and all such
increases shall be deemed to constitute amendments to this Section 5(a) to
reflect the increased amounts, effective as of the date established for such
increases by the Board of Directors of Corporation or any committee of such
Board in the resolutions authorizing such increases.  (b)Bonus.  Executive may be eligible for incentive
compensation under the terms and conditions of any incentive compensation plan
that Corporation may have in effect from time to time.  (c)Vacations.  During the term of this Agreement, Executive
shall be entitled to paid annual vacation in accordance with the policies as
established from time to time by the Board of Directors of Corporation and
Bank.  However, Executive shall not be
entitled to receive any additional compensation from Corporation for failure to
take a vacation, nor shall Executive be able to accumulate unused vacation time
from one year to the next, except to the extent authorized by the Board of
Directors of Corporation.  (d)Employee
Benefit Plans.  During the term of
this Agreement, Executive shall be entitled to participate in and receive the
benefits of any Employee Benefit Plan currently in effect at Corporation, until
such time that the Board of Directors of Corporation authorizes a change in
such benefits.  Executive shall also be
entitled to participate in any stock option and profit sharing plans that
Corporation may have in effect, subject to the terms and conditions of those
plans.  Nothing paid to Executive under
any plan or arrangement presently in effect or made available in the future
shall be deemed to be in lieu of the salary payable to Executive pursuant to
Section 5(a) hereof.  (e)Business
Expenses.  During the term of this
Agreement, Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him, which are properly accounted for, in
accordance with the policies and procedures established by the Board of
Directors of Corporation for its executive officers.  
    6.             Termination
of Employment Following Change in Control.  (a)If
a Change in Control (as defined in Section 6(b) of this Agreement) shall occur
then, at the option of Executive, exercisable by Executive within one hundred
eighty (180) days of the Change of Control, Executive may resign from
employment with Corporation and Bank (or, if involuntarily terminated, give
notice of intention to collect benefits under this Agreement) by delivering a
notice in writing (the Notice of Termination) to Corporation and Bank and the
provisions of Section 7 of this Agreement shall apply.  (b)As
used in this Agreement, Change in Control shall mean a change in control
(other than one occurring by reason of an acquisition of the Bank and/or
Corporation by Executive) of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule
or regulation promulgated under the Securities Exchange Act of 1934, as amended
(the 1934 Act); provided that, without limiting the foregoing, a Change in
Control shall be deemed to have occurred if:  (i)(A)
the Corporation and/or Bank shall be merged or consolidated, or (B)
substantially all of the assets of Corporation and/or Bank shall be sold,
exchanged, transferred or otherwise disposed of, and, as a result of such
merger, consolidation, sale, exchange or transfer, less than a majority of the
outstanding voting stock of the surviving, resulting, purchasing person is
owned, immediately after the transaction, by the holders of voting stock of the
Corporation before the transaction, unless (y) such merger, consolidation,
sale, exchange, purchase or transfer is approved in advance by seventy percent
(70%) or more of the members of the Board of Directors of Corporation who are
not interested in the transaction and (z) a majority of the members of the
Board of Directors of the legal entity resulting from, or existing after, any
such transaction, and of the Board of Directors of such entitys parent
corporation, if any, are former members of the Board of Directors of
Corporation, or  (ii)any
person or group of persons(as such term is used in Sections 13(d) and 14(d)
of the 1934 Act), other than Corporation, Bank or any person who on the date
hereof is a director or officer of Corporation and/or Bank is or becomes the
beneficial owner (as defined in Rule 13d-3 under the 1934 Act or any
successor rule or regulation promulgated under the 1934 Act), directly or
indirectly, of securities of Corporation representing  (30%) percent more of the combined voting power of Corporations
then outstanding securities, or  
   (iii)during
any period of two (2) consecutive years during the term of Executives
employment under this Agreement, individuals who at the beginning of such
period constitute the Board of Directors of Corporation cease for any reason to
constitute at least a majority thereof, unless the election of each director
who was not a director at the beginning of such period has been approved in
advance by directors representing at least two-thirds of the directors then in
office who were directors at the beginning of the period.  7.             Rights in
Event of Termination of Employment Following Change in Control.  (a)In
the event that a Change in Control occurs and Executive delivers a Notice of
Termination (as defined in Section 6(a) of this Agreement) to Corporation and
Bank, Executive shall be entitled to receive the compensation and benefits set
forth below:  (i)a
lump sum equal to three (3) times the Executives Annual Base Salary as defined
in Section 5(a), which amount shall be subject to federal, state and local tax
withholdings; and  (ii)for
a period of three (3) years from the date of termination of employment, or
until Executive secures substantially similar benefits through other
employment, whichever shall first occur, Executive shall receive a continuation
of all health, accident, life and disability insurance benefits in effect with
respect to Executive during the two (2) years prior to his termination of
employment, or, if Corporation cannot provide such benefits because Executive
is no longer an employee, a dollar amount equal to the cost to Executive of
obtaining such benefits or substantially similar benefits.  However, in the event the payment described herein,
when added to all other amounts or benefits provided to or on behalf of the
Executive in connection with his termination of employment, would result in the
imposition of an excise tax under Code Section 4999, such payments shall be
retroactively (if necessary) reduced to the extent necessary to avoid such
excise tax imposition.  Upon written
notice to Executive, together with calculations of Corporations independent
auditors, Executive shall remit to Corporation the amount of the reduction plus
such interest as may be necessary to avoid the imposition of such excise
tax.  Notwithstanding the foregoing or
any other provision of this contract to the contrary, if any portion of the
amount herein payable to the Executive is determined to be non-deductible
pursuant to the regulations promulgated under Section 280G of the Internal
Revenue Code of 1986, as amended (the Code), the Corporation shall be
required only to pay to Executive the amount determined to be deductible under
Section 280G.  
   (b)Executive
shall not be required to mitigate the amount of any payment provided for in
this Section 7 by seeking other employment or otherwise.  The amount of payment provided for in this Section
7(a)(i) shall not be reduced by any compensation earned by Executive as the
result of employment by another employer or by reason of Executives receipt of
or right to receive any retirement or other benefits after the date of
termination of employment or otherwise.  8.             Rights in
Event of Termination of Employment Absent Change in Control.  (a)In
the event that Executives employment is involuntarily terminated by
Corporation without Cause and no Change in Control shall have occurred at the
date of such termination, Corporation shall pay Executive an amount equal to
and no greater than three (3) times the Executives Annual Base Salary as
defined in Section 5(a) of this Agreement, which amount shall be payable in
thirty-six (36) equal monthly installments. 
In addition, Executive shall be entitled to a continuation of health,
accident, life and disability insurance benefits for thirty-six (36) months or
until Executive secures substantially similar benefits through other
employment, whichever shall first occur. 
However, if the payment described herein, when added to all other
amounts or benefits provided to or on behalf of the Executive in connection
with his termination of employment, would result in the imposition of an excise
tax under Code Section 4999, such payments shall be retroactively (if
necessary) reduced to the extent necessary to avoid such imposition.  Upon written notice to Executive, together
with calculations of Corporations independent auditors, Executive shall remit
to Corporation the amount of the reduction plus such interest as may be
necessary to avoid the imposition of such excise tax.  Notwithstanding the foregoing or any other provision of this
contract to the contrary, if any portion of the amount herein payable to the
Executive is determined to be non-deductible pursuant to the regulations
promulgated under Section 280G of the Code, then Corporation shall be required
only to pay to Executive the amount determined to be deductible under Section
280G.  (b)Executive
shall not be required to mitigate the amount of any payment provided for in
this Section 8 by seeking other employment or otherwise.  The amount of payment provided for in this
Section 8 (not continuation of benefits) shall not be reduced by any
compensation earned by Executive as the result of employment by another
employer or by reason of Executives receipt of or right to receive any
retirement or other benefits after the date of termination of employment or
otherwise.  (c)The
amounts payable pursuant to this Section 8 shall constitute Executives sole
and exclusive remedy in the event of involuntary termination without cause of
Executives employment by Corporation in the absence of a Change in Control.  
   9.             Restrictive
Covenant.  (a)Executive
hereby acknowledges and recognizes the highly competitive nature of the
business of Corporation and Bank and, accordingly, agrees that, during and for
the applicable period set forth in Section 9(c) hereof, Executive shall not:  (i)be
engaged, directly or indirectly, either for his own account or as agent,
consultant, employee, partner, officer, director, proprietor, investor (except
as an investor owning less than 5% of the stock of a publicly owned company) or
otherwise of any person, firm, corporation or enterprise engaged in (1) the
banking or financial services industry (including bank holding company), or (2)
any other activity in which Corporation, Bank or any of their subsidiaries or
affiliates are engaged during the Employment Period, in any county in which, at
any time during the Employment Period or on the date of termination of the
Executives employment, a branch, office or other facility of Corporation, Bank
or any of their subsidiaries or affiliates is located, or in any county
contiguous to such a county, including contiguous counties located outside of
the Commonwealth of Pennsylvania (the Non-Competition Area); or  (ii)provide
financial or other assistance to any person, firm, corporation, or enterprise
engaged in (1) the banking or financial services industry (including bank
holding company), or (2) any other activity in which Corporation, Bank or any
of their subsidiaries or affiliates are engaged during the Employment Period in
the Non-Competition Area; or  (iii)directly
or indirectly contact, solicit or induce any person, corporation or other
entity who or which is a customer or referral source of Corporation, Bank or
any of their subsidiaries or affiliates, during the term of Executives
employment or on the date of termination of Executives employment; or  (iv)directly
or indirectly solicit, induce or encourage any employee of Corporation, Bank or
any of their subsidiaries or affiliates, who is employed during the term of
Executives employment or on the date of termination of Executives employment,
to leave the employ of Corporation, Bank or any of their subsidiaries or
affiliates, or to seek, obtain or accept employment with any person or entity
other than Corporation, Bank or any of their subsidiaries or affiliates.  (b)It
is expressly understood and agreed that, although Executive, Corporation and
Bank consider the restrictions contained in Section 9(a) reasonable for the
purpose of preserving for Corporation, Bank and any of their subsidiaries or
affiliates, their good will and other proprietary rights, if a final judicial
determination is made, by a court or arbitration panel having jurisdiction,
that the time or territory or any other restriction contained in Section 9(a)
is an unreasonable or otherwise unenforceable restriction against Executive,
the provisions of Section 9(a) shall not be rendered void, but shall be deemed
amended to apply as to such maximum time and territory and to such other extent
as such court may judicially determine or indicate to be reasonable.  
   (c)The
provisions of this Section 9 shall be applicable, commencing on the date of
this Agreement and ending on one of the following dates, as applicable:  (i)if
Executives employment terminates in accordance with the provisions of Section
4 (a) (relating to non-renewal of contract) or if Executive voluntarily
terminates his employment without Good Reason, the first anniversary date of
the effective date of termination of employment;  (ii)if
Executives employment terminates in accordance with the provisions of Section
4(b) of this Agreement (relating to termination for Cause) or the Executive
voluntarily terminates his employment in accordance with the provisions of
Section 4(c) of this Agreement (relating to termination by Executive for Good
Reason), the second anniversary date of the effective date of termination of
employment; or  (iii)if
the Executives employment is involuntarily terminated in accordance with the
provisions of Section 6 of this Agreement (relating to involuntary termination
without Cause following a Change in Control), the third anniversary date of the
effective date of termination of employment.  (iv)if
the Executives employment is involuntarily terminated in accordance with the
provisions of Section 8 of this Agreement (relating to involuntary termination
without Cause absent a Change in Control), the third anniversary date of the
effective date of termination of employment.  10.Unauthorized
Disclosure.  During the
term of his employment hereunder, or at any later time, the Executive shall
not, without the written consent of the Board of Directors of Corporation or a
person authorized thereby, knowingly disclose to any person, other than an
employee of the Corporation or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the Executive of
his duties as an executive of Corporation, any material confidential
information obtained by him while in the employ of Corporation with respect to
any of the services, products, improvements, formulas, designs or styles,
processes, customers, customer lists, methods of business or any business
practices of Corporation, Bank or any of their subsidiaries or affiliates, the
disclosure of which could be or will be damaging to Corporation, Bank or any of
their subsidiaries or affiliates; provided, however, that confidential
information shall not include any information known generally to the public
(other than as a result of unauthorized disclosure by the Executive or any
person with the assistance, consent or direction of the Executive) or any
information of a type not otherwise considered confidential by persons engaged
in the same business or a business similar to that conducted by Corporation,
Bank or any of their subsidiaries or affiliates or any information that must be
disclosed as required by law.  
   11.Work Made
for Hire.  Any work
performed by the Executive under this Agreement should be considered a Work
Made for Hire as that phrase is defined by the U.S. patent laws and shall be
owned by and for the express benefit of Corporation, Bank and their
subsidiaries and affiliates.  In the
event it should be established that such work does not qualify as a Work Made
for Hire, the Executive agrees to and does hereby assign to Corporation, Bank
and their affiliates and subsidiaries, all of his rights, title, and/or
interest in such work product, including, but not limited to, all copyrights,
patents, trademarks, and proprietary rights.  12.Return of
Company Property and Documents. 
The Executive agrees that, at the time of termination of his employment,
regardless of the reason for termination, he will deliver to Corporation, Bank
and their subsidiaries and affiliates, any and all company property, including,
but not limited to, automobiles, keys, security codes or passes, mobile
telephones, pagers, computers, devices, confidential information, records,
data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, software programs, equipment, other documents
or property, or reproductions of any of the aforementioned items developed or
obtained by the Executive during the course of his employment.  13.Resignation
as Director.Executive
agrees that in the event that this Agreement or his employment under this
Agreement is terminated, Executive shall resign as a director of Corporation,
Bank or any of their affiliates or subsidiaries, if he is then serving as a
director of any such entities.  14.LiabilityInsurance.  Corporation
shall use its best efforts to obtain insurance coverage for the Executive under
an insurance policy covering officers and directors of Corporation and Bank
against lawsuits, arbitrations or other legal or regulatory proceedings;
however, nothing herein shall be construed to require Corporation to obtain
such insurance, if the Board of Directors of the Corporation determines that
such coverage cannot be obtained at a reasonable price.  15.Indemnification.  Corporation will indemnify the Executive as
required by Pennsylvania law and as provided by the Articles and By-laws of
Corporation, with respect to any threatened, pending or completed legal or
regulatory action, suit or proceeding brought against him by reason of the fact
that he is or was a director, officer, employee or agent of Corporation or is or
was serving at the request of Corporation as a director, officer, employee or
agent of another person or entity. 
   16.Notices.  For the purposes of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States certified mail, return receipt requested, postage prepaid, addressed as
follows  (or to such other addresses
provided by a party to the other parties in writing):   If to
the Executive:Mr.
Robert McCormack RR #6 Box 266-K Lewisburg, PA 17837  If
to the Bank:Mr.
Robert Hormell Personnel Committee Chair Sun Bank 2-16 South Market Street Selinsgrove, Pennsylvania
17870  If
to the Corporation:Mr.
Robert Hormell Personnel Committee Chair Sun Bancorp, Inc. 2-16 South Market Street Selinsgrove, Pennsylvania
17870  17.Waiver.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by Executive and an executive officer
specifically designated by the Board of Directors of Corporation and Bank.  No waiver by either party, at any time, of
any breach by the other party of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. 
Notwithstanding this Section 17, a promotion of Executive in accordance
with Section 2 of this Agreement shall not constitute a breach of this
Agreement or require an amendment in writing.  18.Assignment.  This Agreement shall not be assignable by
any party, except by Corporation to any successor in interest to its respective
businesses.  19.Entire Agreement.  This Agreement contains the entire agreement
of the parties relating to the employment of Executive and supersedes any and all agreements,
either oral or in writing, between the parties with regard to the employment of
Executive by Corporation, including the Change of Control Agreement dated
December 7, 1998 and executed by the parties to this Agreement.  20.           Successors; Binding Agreement.  (a)Corporation
and Bank will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the
businesses and/or assets of Corporation and Bank to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that
Corporation and Bank would be required to perform it if no such succession had
taken place.  (b)This
Agreement shall inure to the benefit of and be enforceable by Executives
personal or legal representatives, executors, administrators, heirs,
distributees, devisees and legatees.  If
Executive should die after a Notice of Termination is delivered by Executive,
or following termination of Executives employment without Cause, and any
amounts would be payable to Executive under this Agreement if Executive had
continued to live, all such amounts shall be paid in accordance with the terms
of this Agreement to Executives devisee, legatee, or other designee, or, if
there is no such designee, to Executives estate.  
   21.Arbitration.   Corporation and Executive recognize that in
the event a dispute should arise between them concerning the interpretation or
implementation of this Agreement (except for any enforcement sought with
respect to Sections 9, 10, 11, or 12, which may be litigated in court), lengthy
and expensive litigation will not afford a practical resolution of the issues
within a reasonable period of time.  Consequently, each party agrees that
all disputes, disagreements and questions of interpretation concerning this
Agreement are to be submitted for resolution, in Philadelphia, Pennsylvania, to
the American Arbitration Association (the Association) in accordance with the
Associations National Rules for the Resolution of Employment Disputes or other
applicable rules then in effect (Rules). 
Corporation or Executive may initiate an arbitration proceeding at any
time by giving notice to the other in accordance with the Rules.  Corporation and Executive may, as a matter
or right, mutually agree on the appointment of a particular arbitrator from the
Associations pool.  The arbitrator
shall not be bound by the rules of evidence and procedure of the courts of the
Commonwealth of Pennsylvania, but shall be bound by the substantive law
applicable to this Agreement.  The
decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious
error of fact, shall be final and binding upon the parties and shall be
enforceable in courts of proper jurisdiction. 
Following written notice of a request for arbitration, Corporation, Bank
and Executive shall be entitled to an injunction restraining all further
proceedings in any pending or subsequently filed litigation concerning this
Agreement, except as otherwise provided herein or any enforcement sought with
respect to Sections 9, 10, 11, or 12.  22.Attorneys
Fees and Costs.  If any
action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, each party shall bear his or its own attorneys fees, costs,
and expenses incurred in connection with the litigation, unless mandated by
statute.  23.Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.  24.Applicable
Law.This Agreement
shall be governed by and construed in accordance with the domestic, internal
laws of the Commonwealth of Pennsylvania, without regard to its conflicts of
laws principles.  25.Headings.  The section headings of this Agreement are
for convenience only and shall not control or affect the meaning or
construction or limit the scope or intent of any of the provisions of this
Agreement.  IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.  
   ATTEST:
  
  SUN BANCORP, INC./s/ Amy L. Caswell
  
  
  /s/ Robert HormellRobert HormellPersonnel Committee ChairATTEST:
  
  SUN BANK/s/ Amy L. Caswell
  
  
  /s/ Robert HormellRobert HormellPersonnel Committee ChairWITNESS:
  
  EXECUTIVE:/s/ Cheri A. Little
  
  
  /s/ Robert J. McCormackRobert J. McCormack