Exhibit
10.25





CRESCENT
FINANCIAL CORPORATION


CRESCENT
STATE BANK


AMENDED
AND RESTATED DIRECTORS’ COMPENSATION PLAN


Adopted
October 27, 2009




By a vote of the Board of Directors of
Crescent State Bank, (hereinafter referred to as the “Bank”) on the 22nd day of
February, 2005, the Bank established the Crescent State Bank Directors’
Compensation Plan(hereinafter referred to
as the “Plan”)to
allow eligible directors the opportunity to participate in the
Plan.  The Plan has been amended from time to time by action of the
Board of Directors of the Bank and its Compensation Committee.  This
Amended and Restated Plan reflects changes adopted since
2005.  Through Resolution, this Amended and Restated Plan has been
adopted by the Board of Directors of Crescent Financial Corporation, (the
“Company”) the parent holding company for the Bank.  This Amended and Restated Plan
(hereinafter referred to as the “Plan”), having been duly adopted by the boards
of directors of both the Company and the Bank by Resolution on
27 October 2009, supersedes the 22 February 2005
Plan.





I.  
ELIGIBILITY AND PARTICIPATION





Those
individuals who are members of the Board of Directors of the Company and/or Bank
shall be eligible to become a participant in this Plan.  A member of
the Board of Directors of the Company or the Bank who chooses to participate in
the Plan (hereinafter referred to as the “Participant”) shall complete and file
a written statement with the Bank notifying the Bank of his or her election to
participate in the Plan (the "Election Form").  A copy of the Election
Form is attached hereto and marked as Exhibit
A.  If a Participant later chooses to discontinue participation
in the Plan, the Participant shall notify the Bank in writing.





II.
            FEES





The
amounts contributed to this Plan shall be any and all fees paid to the
Participant for the Participant’s services as a director, including but not
limited to annual retainer fees, meeting fees, and committee fees, plus a bonus
equal to forty percent (40%) of such fees (collectively, the
"Fees").  Fees contributed to this Plan shall be transferred to an
account in the name of the Participant (the "Compensation Account") subject to
the requirement of Section IV hereof.





III.
            PURCHASING
      AGENT AND PARTICIPANT'S COMPENSATION
ACCOUNT





A.
            Purchasing
      Agent:





Concurrent
with adoption of this Plan, the Company will appoint a third party to act as a
purchasing agent (hereinafter referred to as the "Purchasing Agent"), enter into
an Agency Agreement with the Purchasing Agent and, pursuant to the Agency
Agreement and this Plan, shall transfer Participants' Fees (collectively, the
"Contributions") to the Purchasing Agent.  With the Contributions, the
Purchasing Agent shall purchase shares of common stock of Crescent Financial
Corporation (the "Common Stock") during the sixty days following the receipt of
the Contributions. Such purchases shall be made on the open market or in
privately negotiated transactions.  The Company and/or the Bank shall
transfer to the Purchasing Agent the Contributions as of the day of the month or
quarter on which such Contributions would otherwise have been paid to the
Participants in the absence of the Plan.


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B.
            Purchase of Common
      Stock:





The
purchase price per share of Common Stock purchased either on the open market or
in privately negotiated transactions will be the weighted average of the total
price paid by the Purchasing Agent for all shares that were purchased by the
Purchasing Agent in respect of a particular calendar quarter (the "Market Price
Average").





C.
            Participants'
      Compensation Accounts:





The
      Purchasing Agent shall establish and maintain a Compensation Account on
      behalf of each Participant.  A Participant's Compensation
      Account shall be credited with (i) the Participant's Fees not already
      invested in Common Stock, and (ii) shares of Common Stock and any fraction
      thereof, which shall equal the proportionate share of the Participant's
      Fees in the total purchase price of the Common Stock in respect of a
      particular quarter divided by the Market Price Average for that quarter.
      Each Compensation Account of a Participant shall be maintained by the
      Purchasing Agent until the assets held therein have been distributed to or
      on behalf of such Participant or to the beneficiary(ies) of the
      Participant.  The value of the assets held in each Compensation
      Account shall be calculated at least monthly by the Purchasing Agent and
      reported to each Participant.





(i)
            Dividends: Any
      cash dividends paid on the Common Stock, shall be added to the
      Compensation Account of each Participant and shall be utilized in the same
      manner as Fees to purchase shares of Common Stock.  Any stock
      dividends paid on the Common Stock shall be credited to the Compensation
      Account of each Participant.





IV.
            ASSET
      DISTRIBUTION OF PARTICIPANT'S COMPENSATION
  ACCOUNTS





A.
            Asset Distribution of
      Participant's Compensation
Account:





Distribution
      of assets held in each Participant's Compensation Account shall be in the
      form of Common Stock and cash for any fractional shares held
      thereof.  Any Fees held in the Compensation Account not invested
      in Common Stock shall be distributed to the Participant in the form of
      Cash.  Distribution of the assets held in a Participant’s
      Compensation Account shall not commence or occur until after the first day
      of the calendar month following: (i) the end of a Participant's term of
      office due to resignation, removal, failure to be re-elected or
      retirement; or (ii) revocation of the Plan.  Promptly after such
      date, the Bank shall communicate instructions in writing to the Purchasing
      Agent to distribute the assets held in the Compensation Account of a
      Participant who has resigned, been removed, failed to be re-elected or
      retired, or, in the event the Plan is revoked, the assets in the
      Compensation Accounts of all
Participants.





(i)
            Retirement:  Retirement
      age for directors shall be as specified in the bylaws of the Company or
      the Bank, as applicable.


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V.
            ADMINISTRATION
      AND CLAIMS





A.
            Plan
      Administrator:





The Plan
Administrator of this Plan shall be the Bank until its resignation or removal by
the Board.  As Plan Administrator, the Bank shall be responsible for
the management and administration of this Plan.  The Plan
Administrator may delegate to others certain aspects of the management and
operational responsibilities of this Plan including the employment of advisors
and the delegation of ministerial duties to qualified individuals.





B.
            Claims Procedure and
      Arbitration:





In the
event a dispute arises over assets held pursuant to this Plan and such assets
are not transferred to the Participant (or to the Participant’s beneficiary(ies)
in the case of the Participant’s death) and such claimant feels he or she is
entitled to receive the assets hereunder, then a written claim must be made to
the Plan Administrator named above, or its successor, within sixty (60) days
from the date the transfer of assets is refused.  The Plan
Administrator shall review the written claim and if the claim is denied, in
whole or in part, it shall provide in writing within sixty (60) days of receipt
of such claim the specific reasons for such denial, reference to the provisions
of this Plan upon which the denial is based and any additional material or
information necessary to perfect the claim.  Such written notice shall
further indicate the additional steps to be taken by claimants if a further
review of the claim denial is desired.  A claim shall be deemed denied
if the Plan Administrator fails to take any action within the aforesaid sixty
(60) day period.





If a
claimant desires a second review he or she shall notify the Plan Administrator
in writing within sixty (60) days of the first claim
denial.  Claimants may review this Plan or any documents relating
hereto and submit any written issues and comments it deems
appropriate.  In its sole discretion, the Plan Administrator shall
then review the second claim and provide a written decision within sixty (60)
days of receipt of such claim.  This decision shall likewise state the
specific reasons for the decision and shall include reference to specific
provisions of this Plan upon which the decision is based.





If a
claimant continues to dispute the refusal to transfer assets, then that claimant
may submit the dispute to an arbitrator for final arbitration.  The
arbitrator shall be selected by mutual agreement of the Plan Administrator and
the claimant.  The arbitrator shall operate under any generally
recognized set of arbitration rules.  The parties hereto agree that
they and their heirs, personal representatives, successors and assigns shall be
bound by the decision of such arbitrator with respect to any controversy
properly submitted to it for determination.




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VI.
            COMPLIANCE
      WITH LAW AND APPROVAL OF REGULATORY
BODIES


No shares
of Common Stock shall be issued, no certificates for shares of Common Stock
shall be delivered, no payments shall be made except in compliance with all
applicable federal and state laws and regulations (including, without
limitation, withholding tax requirements), any listing agreement with any stock
exchange to which the Company is a party, and the rules of any domestic stock
exchange on which the shares of Common Stock may be listed.  The Bank
and the Company shall have the right to rely on an opinion of counsel as to such
compliance.  Any certificates for shares issued to evidence Common
Stock may bear such legends and statements as the Board of Directors of the
Company may deem to be advisable to assure compliance with federal and state
laws and regulations.  No Common Stock shall be issued and no
certificates shall be delivered under this Plan until the Company and, to the
extent applicable, the Bank shall have received such approvals as either may
deem advisable from regulatory bodies having jurisdiction over such
matters.





VII.
            MISCELLANEOUS





A.
            Amendment or
      Revocation:





It is
understood that, during the lifetime of the Participant, this Plan may be
amended or revoked at any time or times, in whole or in part, by the mutual
written consent of the Participant, the Company, the Bank, and the Purchasing
Agent.  In the event the Plan is revoked, no additional Fees will be
transferred to the Purchasing Agent for the fiscal year in which the Plan is
revoked.  Distribution of each Participants’ Compensation Account upon
revocation of the Plan will be made in accordance with Section IV.





B.
            Gender:





Whenever
in this Plan words are used in the masculine or neuter gender, they shall be
read and construed as in the masculine, feminine or neuter gender, whenever they
should so apply.





C.
            Effect on Other
      Plans:





Nothing
contained in this Plan shall affect the right of the Participant to participate
in or be covered by any qualified or non-qualified pension, profit-sharing,
group, bonus or other supplemental compensation or fringe benefit plan
constituting a part of the Company’s or the Bank’s existing or future
compensation structure.





D.
            Headings:





Headings
and subheadings in this Plan are inserted for reference and convenience only and
shall not be deemed a part of this Plan.





E.
            Partial
      Invalidity:





If any
term, provision, covenant, or condition of this Plan is determined by an
arbitrator or a court, as the case may be, to be invalid, void, or
unenforceable, such determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable, and this Plan shall
remain in full force and effect notwithstanding such partial
invalidity.





F.
            Continuation as
      Participant:





Neither
this Plan nor the payments of any benefits hereunder shall be construed as
giving to the Participant any right to be retained as a member of the Board of
Directors of the Company or the Bank.




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G.
            Applicable
      Law:





This Plan
shall be governed and construed in accordance with the laws of the State of
North Carolina.




IN WITNESS WHEREOF, the
undersigned has executed this Plan instrument, as amended, by authority of its
Board of Directors this 27th day of
October, 2009.




CRESCENT
      FINANCIAL CORPORATIONANDCRESCENT
      STATE BANKCary,
      North Carolina





By:
            /s/ Michael G. CarltonMichael
      G. Carlton, President  &
CEO




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