Employment Agreement with Maureen M. Bufalino

DATE:           September 8, 2004

TO:             Maureen Bufalino

FROM:           Donita Koval, Chief Operating Officer

RE:             EMPLOYMENT WITH OMEGA FINANCIAL CORPORATION

This memo is to confirm that upon the completion of the merger between Omega
Financial Corporation and Sun Bancorp, Inc., Omega will assume the Employment
Agreement, dated January 12, 2004, between you and Sun Bancorp, Inc. and you
will become an employee of Omega Financial Corporation.

If you intend to work for Omega upon the effective date of the merger, please
indicate so by returning a signed copy of this memo to me by September 15, 2004.
On the effective date of the Merger, you will continue as an employee of SUBI
Services, LLC ("SUBI"), which will become a wholly owned subsidiary of Omega
Financial Corporation, subject to your existing Sun Bancorp/SUBI, LLC. benefit
plans and payroll schedule through December 31, 2004. Effective January 1, 2005,
you will be eligible for benefit plans under Omega, consistent with the terms of
your contract.

Of course, your employment with Omega is contingent upon completion of the
merger between Sun Bancorp and Omega Financial Corporation. This memo supersedes
and terminates any previous oral or written communications regarding the same
subject.

We hope that your employment with Omega Financial Corporation will be rewarding
and we look forward to you joining us in this new venture.

--------------------------------------------------------------------------------

I hereby acknowledge that my Employment Agreement with Sun Bancorp will be
assumed by Omega Financial Corporation, subject to the completion of the merger
between Sun Bancorp and Omega Financial Corporation, and that I intend to work
for Omega after the effective date of the merger.

----------------                   ---------------------------------------------
DATE                               MAUREEN M. BUFALINO


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                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT is made effective as of the 12th day of January, 2004,
between SUN BANCORP, INC. ("Corporation"), a Pennsylvania business corporation
having a place of business at 155 North 15th Street, Lewisburg, Pennsylvania
17837, SUNBANK ("Bank"), a Pennsylvania chartered banking institution having a
place of business at 155 North 15th Street, Lewisburg, Pennsylvania 17837, SUBI
SERVICES, LLC ("Services Company"), a Pennsylvania limited liability company
having a place of business at 155 North 15th Street, Lewisburg, Pennsylvania
17837 and Maureen M. Bufalino ("Executive"), an individual residing at 41 White
Tail Drive, Dallas, PA 18612 (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, the Services Company is a subsidiary of the Bank;

      WHEREAS, any reference solely to Corporation in this Agreement shall mean
Corporation, Bank or Services Company;

      WHEREAS, Corporation, Bank and Services Company desire to employ Executive
to serve in the capacity of Regional President Guaranty Bank and Senior Vice
President of Services Company, Bank and Corporation on the terms and conditions
set forth in this Agreement; and

      WHEREAS, Executive desires to accept employment with Corporation, Bank and
Services Company on 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, Bank and Services Company hereby employ Executive
      and Executive hereby accepts employment with Corporation, Bank and
      Services Company, 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 and/or Corporation's President and CEO. Executive shall be
      employed as Regional President Guaranty Bank and Senior Vice President of
      the Services Company, Bank and Corporation, and shall hold such other
      titles as may be given to her from time to time by the Board of Directors
      of Corporation. The Executive may be promoted to other positions within
      the Corporation and/or Bank and/or Services Company and assigned duties
      consistent with such a position without the Corporation, Bank or Services
      Company breaching this Agreement. Such promotion may occur without
      amendment of this Agreement; all other provisions of this Agreement will
      remain in full force and effect.


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<PAGE>

3.    Engagement in Other Employment. Executive shall devote her full time,
      attention and energies to the business of Corporation, Bank and Services
      Company during the Employment Period (as defined in Section 4(a) of this
      Agreement); provided, however, that this Section shall not be construed as
      preventing Executive from (a) investing Executive's personal assets in
      enterprises that do not compete with Corporation, Bank, Services Company
      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, Bank and Services Company. 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, Services
      Company 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, Services Company or any of their
      subsidiaries or affiliates.

4.    Term of Agreement.

      (a)   Employment Period. This Agreement shall be for a two (2) 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 two (2) years later.
            The Employment Period shall be automatically extended on the second
            anniversary date of the commencement of the Employment Period (the
            "Renewal Date") for a period ending one (1) year 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 one (1) year 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 terminate on 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
                  her duties hereunder, other than a failure resulting from
                  Executive's incapacity because of physical or mental illness,
                  as provided in Section 3(e) of this


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<PAGE>

                  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 her 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, Bank and
                  Services Company;

            (xiv) direction or recommendation of a state or federal bank
                  regulatory authority to remove the Executive from her position
                  with Corporation and/or Bank and/or Services Company, 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 Corporation.


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<PAGE>

            (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, Bank and Services
                  Company and approved in writing by the Boards of Directors of
                  Corporation, Bank and Services Company 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, Bank and Services Company's
            compensation and employment obligations under this Agreement shall
            terminate.

      (c)   Notwithstanding the provisions of Section 4(a) of this Agreement,
            all of Corporation, Bank and Services Company'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 her 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 her 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 her regulatory removal and/or
                  in connection with termination of the Executive's employment
                  for Cause.

            If Executive terminates her employment for Good Reason, then she 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



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<PAGE>

            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 she 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 her
            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 her position on a full time basis, taking into account
            any reasonable accommodation required by law, and without posing a
            direct threat to herself and others, for a period up to one hundred
            eighty (180) days, all obligations of Corporation, Bank and Services
            Company 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 Services Company and/or 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 she remain unable to perform
            all of the essential functions of her position on a full time basis,
            taking into account any reasonable accommodation required by law,
            and without posing a direct threat to herself or others, after one
            hundred eighty (180) days, the Services Company, Bank and
            Corporation will suffer an undue hardship by continuing Executive in
            her position. Upon this event, all compensation and employment
            obligations of the Services Company, 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.


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<PAGE>

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 Five Thousand Four Hundred Dollars ($105,400) 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, Bank and Services Company. 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 her, 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 and if, within twelve (12) months following
            the Change in Control (as defined in Section 6(b) of this
            Agreement), Executive's employment is involuntarily terminated
            (other than for the Cause as defined in Section 4(b) of this


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<PAGE>

            Agreement), then, Executive may 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 thirty (30%) percent or 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.


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<PAGE>

      (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, Bank and Services Company, Executive
            shall be entitled to receive the compensation and benefits set forth
            below:

            (i)   a lump sum equal to two (2) 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 two (2) 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
                  her 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 her 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 two (2) times the
            Executive's Annual Base Salary as defined in Section 5(a) of this
            Agreement, which amount shall be payable in twenty-four (24)


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<PAGE>

            equal monthly installments. In addition, Executive shall be entitled
            to a continuation of health, accident, life and disability insurance
            benefits for twenty-four (24) 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 her 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, Bank and Services Company
            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 her 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, Services Company 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,
                  Services Company or any of their subsidiaries or affiliates is
                  located, or in


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<PAGE>

                  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, Services
                  Company 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, Services Company 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, Services Company 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, Services Company or any of their subsidiaries or
                  affiliates, or to seek, obtain or accept employment with any
                  person or entity other than Corporation, Bank, Services
                  Company or any of their subsidiaries or affiliates.

      (b)   It is expressly understood and agreed that, although Executive,
            Corporation, Bank and Services Company consider the restrictions
            contained in Section 9(a) reasonable for the purpose of preserving
            for Corporation, Bank, Services Company 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 voluntarily terminates her 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
                  her employment in accordance with the


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<PAGE>

                  provisions of Section 4(c) of this Agreement (relating to
                  termination by Executive for Good Reason), the first
                  anniversary date of the effective date of termination of
                  employment;

            (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 second 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 second anniversary date of the
                  effective date of termination of employment;

            (v)   if Executive's employment terminates in accordance with the
                  provisions of Section 4(a) relating to non-renewal of
                  contract, the effective date of termination of employment.

10.   Unauthorized Disclosure. During the term of her 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 her
      duties as an executive of Corporation, any material confidential
      information obtained by her 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, Services Company or any of
      their subsidiaries or affiliates, the disclosure of which could be or will
      be damaging to Corporation, Bank, Services Company 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, Services Company 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, Services Company 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, Services Company 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 her employment, regardless of the reason for
      termination, she will deliver to Corporation, Bank, Services Company and
      their subsidiaries and affiliates, any and all


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<PAGE>

      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 her employment.

13.   Resignation as Director. Executive agrees that in the event that this
      Agreement or her employment under this Agreement is terminated, Executive
      shall resign as a director of Corporation, Bank, Services Company or any
      of their affiliates or subsidiaries, if she is then serving as a director
      of any such entities. Notwithstanding such a resignation by Executive,
      Corporation and Bank will continue to honor their contractual obligations
      as set forth in Section 18 ("Board of Directors") of the Agreement and
      Plan of Reorganization that they entered with Guaranty Bank on January 15,
      2001.

14.   Liability Insurance. Corporation shall use its best efforts to obtain
      insurance coverage for the Executive under an insurance policy covering
      officers and directors of Corporation, Bank and Services Company 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, if not prohibited by federal law, with respect to any
      threatened, pending or completed legal or regulatory action, suit or
      proceeding brought against her by reason of the fact that she 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:     Mrs. Maureen Bufalino
                                              41 White Tail Drive
                                              Dallas, Pennsylvania 18612

         If to the Services Company:          Mr. Robert McCormack
                                              President and CEO
                                              SUBI Services, LLC
                                              155 North 15th Street
                                              Lewisburg, Pennsylvania 17837

                     If to the Bank:          Mr. Robert McCormack
                                              President and CEO
                                              Sun Bank
                                              155 North 15th Street
                                              Lewisburg, Pennsylvania 17837


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<PAGE>

                     If to the Corporation:   Mr. Robert McCormack
                                              President and CEO
                                              Sun Bancorp, Inc.
                                              155 North 15th Street
                                              Lewisburg, Pennsylvania 17837

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, Bank and Services
      Company. 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 entered between Executive, Corporation and Bank, dated
      May 31, 2001.

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


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<PAGE>

      (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
      her 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.

                    [THIS SPACE WAS INTENTIONALLY LEFT BLANK]


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<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated below.

ATTEST:                       SUN BANCORP, INC.                           DATE


--------------------------    ------------------------------------       ------
                              Robert J. McCormack, President & CEO


ATTEST:                       SUN BANK                                    DATE


--------------------------    ------------------------------------       ------
                              Robert J. McCormack, President & CEO


ATTEST:                       SUBI SERVICES, LLC                          DATE


--------------------------    ------------------------------------       ------
                              Robert J. McCormack, President & CEO


WITNESS:                      EXECUTIVE:                                  DATE


--------------------------    ------------------------------------       ------
                              Maureen M. Bufalino


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