SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss.240.14a-11(c) or ss.240.14a-12

SUN BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Sun Bancorp, Inc.

April 17, 2001

Dear Fellow Shareholder:

On behalf of the Board of Directors and management of Sun Bancorp, Inc.
(the "Company"), I cordially invite you to attend the Annual Meeting of
Shareholders to be held at the Wingate Inn, 2196 West Landis Avenue, Vineland,
New Jersey, on May 17, 2001, at 2:00 p.m. The attached Notice of Annual Meeting
and Proxy Statement describe the formal business to be transacted at the Annual
Meeting. During the Annual Meeting, I will also report on the operations of the
Company. Directors and officers of the Company, as well as a representative of
the Company's independent auditor, Deloitte & Touche LLP, will be present to
respond to any questions shareholders may have.

At the Annual Meeting, shareholders will vote upon the election of nine
directors of the Company. The Board of Directors unanimously recommends a vote
"FOR" the election of the nominees for director, as described in the
accompanying Notice of Annual Meeting and Proxy Statement.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. THIS WILL NOT PREVENT YOU FROM VOTING IN
PERSON AT THE MEETING, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU ARE
UNABLE TO ATTEND. YOUR VOTE IS VERY IMPORTANT.

Sincerely,

/s/Bernard A. Brown
----------------------------
Bernard A. Brown
Chairman of the Board

P.O. Box 849 o 226 Landis Avenue o Vineland, New Jersey 08360 o (856) 691-7700

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 17, 2001
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Sun Bancorp, Inc. (the "Company"), will be held at the Wingate
Inn, 2196 West Landis Avenue, Vineland, New Jersey on May 17, 2001, at 2:00 p.m.

The Meeting is for the purpose of considering and acting upon the following
matters:

1. The election of nine directors of the Company; and

2. Such other matters as may properly come before the meeting or any
adjournments thereof.

The Board of Directors is not aware of any other business to come before the
Meeting. Any action may be taken on the foregoing proposal at the Meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Shareholders of record at the close
of business on April 2, 2001 are the shareholders entitled to vote at the
Meeting and any adjournments thereof.

EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, SHAREHOLDERS WHOSE SHARES ARE NOT REGISTERED IN THEIR OWN NAME
WILL NEED ADDITIONAL DOCUMENTATION FROM THE RECORD HOLDER TO VOTE IN PERSON AT
THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/Sidney R. Brown
----------------------------------
Sidney R. Brown
Secretary

Vineland, New Jersey
April 17, 2001

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
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ANNUAL MEETING OF SHAREHOLDERS
May 17, 2001

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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Sun Bancorp, Inc. (the "Company") to be
used at the 2001 Annual Meeting of Shareholders of the Company which will be
held at the Wingate Inn, 2196 West Landis Avenue, Vineland, New Jersey, on May
17, 2001, 2:00 p.m. local time (the "Meeting"). The accompanying Notice of
Annual Meeting of Shareholders, form of proxy, Annual Report and this Proxy
Statement are being first mailed to the Company's shareholders entitled to
notice of, and to vote at the Meeting, on or about April 17, 2001.

At the Meeting, shareholders will consider and vote upon (i) the
election of nine directors, and (ii) such other matters as may properly come
before the Meeting or any adjournments thereof. The Board of Directors of the
Company (the "Board" or the "Board of Directors") knows of no additional matters
that will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxy holder discretionary authority to vote
the shares represented by such proxy in accordance with their best judgment on
such other business, if any, that may properly come before the Meeting or any
adjournment thereof.

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VOTING AND REVOCABILITY OF PROXIES
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Shareholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a shareholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted as
specified thereon. If no specification is made, signed proxies will be voted
"FOR" the nominees for directors set forth below. The proxy confers
discretionary authority on the persons named thereon to vote with respect to the
election of any person as a director where a nominee is unable to serve, or for
good cause will not serve, and with respect to matters incident to the conduct
of the Meeting.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Shareholders of record as of the close of business on April 2, 2001
(the "Record Date") are entitled to one vote for each share of common stock of
the Company (the "Common Stock") then held.

As of the Record Date, the Company had 9,810,005 shares of Common Stock
issued and outstanding.

The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. For purposes of determining the votes cast with respect
to any matter presented for consideration at the Meeting only those votes cast
"FOR" or "AGAINST" are included. Abstentions and broker non-votes (i.e., shares
held by brokers on behalf of their customers, which may not be voted on certain
matters because the brokers have not received specific voting instructions from
their customers with respect to such matters) will be counted solely for the
purpose of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify or adopt any proposal at the time of
the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.

As to the election of directors, the proxy card being provided by the
Board of Directors allows a shareholder to vote for the election of the nominees
proposed by the Board of Directors, or to withhold authority to vote for any or
all of the nominees being proposed. Under the Company's bylaws, directors are
elected by a plurality of votes cast, without respect to either (i) broker
non-votes or (ii) proxies as to which authority to vote for the nominee being
proposed is withheld.

Concerning all other matters that may properly come before the Meeting,
by checking the appropriate box, a shareholder may: (i) vote "FOR" the item, or
(ii) vote "AGAINST" the item, or (iii) "ABSTAIN" with respect to the item.
Unless otherwise required, such matters shall be determined by a majority of
votes cast affirmatively or negatively without regard to (a) broker non-votes,
or (b) proxies marked "ABSTAIN" as to that matter.

Security Ownership of Certain Beneficial Owners

Persons and groups owning in excess of 5% of the outstanding shares of
Common Stock are required to file reports regarding such ownership pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Other than
as set forth in the following table, management knows of no person or group that
owns more than 5% of the outstanding shares of Common Stock at the Record Date.

Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- --------------------

Bernard A. Brown
71 West Park Avenue
Vineland, New Jersey 08360 3,455,698(1) 31.54%

All directors and executive officers
of the Company as a group 4,688,509(2) 41.95%

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(1) Includes shares of Common Stock held directly as well as by spouse or
minor children, in trust and other indirect ownership, over which
shares the individual effectively exercise sole voting and investment
power, unless otherwise indicated. Includes 1,147,659 shares of Common
Stock that can be acquired pursuant to options that are exercisable
within 60 days of the Record Date. See "Director and Executive Officer
Compensation."
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which
shares the individuals effectively exercise sole voting and investment
power, unless otherwise indicated. Includes 1,366,657 options that may
be exercised within 60 days of the Record Date to purchase shares of
Common Stock. See "Director and Executive Officer Compensation."

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PROPOSAL 1 - ELECTION OF DIRECTORS
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General Information

The entire Board of Directors is to be elected at the Meeting, each to
serve until the next Annual Meeting of Shareholders or until his or her
successor has been duly elected and qualified. Each nominee is currently a
member of the Board of Directors other than Alfonse M. Mattia and John D.
Wallace. All members of the current Board of Directors are nominees.

It is intended that the proxies solicited by the Board will be voted
for the election of each of the named nominees unless otherwise specified. If
any of the nominees are unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any of the nominees
might be unavailable to serve.

The following table sets forth information with respect to the
directors and nominees and certain executive officers of the Company, including
their names, ages, the years they first became directors or executive officers
of the Company, and the number and percentage of shares of the Common Stock
beneficially owned by each as of the Record Date.

Year First Shares of Common Percent
Elected or Stock Beneficially of
Name Age (1) Position Appointed Owned (2) Class
---- ------- -------- --------- --------- -----

Thomas A. Bracken 53 Director, President and 2001 20,000 *
Chief Executive Officer

Bernard A. Brown (3) 76 Chairman of the Board 1985 3,455,698 (4) 31.54%

Ike Brown (3) 46 Director 1998 261,501 2.67%

Jeffrey S. Brown (3) 41 Director 1999 242,327 2.47%

Sidney R. Brown (3) 43 Vice Chairman, 1990 311,774 (5) 3.13%
Treasurer, Secretary

Peter Galetto, Jr. 47 Director 1990 87,287 *

Anne E. Koons (3) 48 Director 1990 212,580 2.17%

Alfonse M. Mattia 59 Nominee N/A 16,500 *

John D. Wallace 67 Nominee N/A 1,000 *

-3-

CERTAIN EXECUTIVE OFFICERS OF THE COMPANY

Dan A. Chila 52 Executive Vice President 2000 2,625 (6) *
and CFO
James S. Killough 60 Executive Vice President 1997 40,646 (7) *

Bart A. Speziali 50 Executive Vice President 1992 36,570 (8) *

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* Less than 1%.
(1) At December 31, 2000.
(2) Includes shares held directly by the individual as well as by such
individual's spouse, shares held in trust and in other forms of indirect
ownership over which shares the individual effectively exercises sole
voting and investment power.
(3) Ike Brown, Sidney R. Brown, Anne E. Koons and Jeffrey S. Brown are the
children of Bernard A. Brown.
(4) Includes 1,147,659 shares of Common Stock that may be acquired pursuant to
options that may be exercised within 60 days of the Record Date.
(5) Includes 143,370 shares of Common Stock that may be acquired pursuant to
options that may be exercised within 60 days of the Record Date.
(6) Includes 2,625 shares of Common Stock that may be acquired pursuant to
options that may be exercised within 60 days of the Record Date.
(7) Includes 38,138 shares of Common Stock that may be acquired pursuant to
options that may be exercised within 60 days of the Record Date.
(8) Includes 34,875 shares of Common Stock that may be acquired pursuant to
options that may be exercised within 60 days of the Record Date.

Biographical Information

Directors and Executive Officers of the Company. The principal
occupation of each director and executive officer of the Company is set forth
below. All directors and executive officers have held their present positions
for five years unless otherwise stated.

Thomas A. Bracken joined the Company as President and Chief Executive
Officer in February 2001 and is also a director of the Company. He is also a
director of Sun National Bank ("Sun") and Sun National Bank, Delaware ("Sun
Delaware"), wholly owned subsidiaries of the Company. Mr. Bracken also serves as
the President and Chief Executive Officer of Sun and Vice Chairman of the Board
of Sun Delaware. Prior to joining the Company, Mr. Bracken was the Executive
Director of the Public Sector Group of First Union National Bank. He has over 30
years of banking experience in New Jersey and extensive involvement in civic and
non-profit organizations. Mr. Bracken began his banking career in 1969 at New
Jersey National Bank. In 1993, he became President and CEO of New Jersey
National Bank. When New Jersey National Bank merged with CoreStates Bank, N.A.,
Mr. Bracken was named President of the New Jersey Market. In 1998, CoreStates
merged with First Union National Bank and Mr. Bracken became Executive Vice
President and head of Commercial and Government Banking for New Jersey, New
York, and Connecticut until his appointment in May 2000 to head the Public
Sector Group.

Bernard A. Brown has been the Chairman of the Board of Directors of the
Company since its inception in January 1985. Mr. Brown is also the Chairman of
the Board of Directors of Sun and Sun Delaware. Mr. Brown is also the Chairman
of the Board of Directors and President of NFI Industries, Inc., a trucking
conglomerate headquartered in Vineland, New Jersey.

Ike Brown has been a director of the Company since March 1998. He is
also a director of Sun Delaware. Mr. Brown is Vice Chairman and director of NFI
Industries, Inc. and is also one of the general partners of The Four B's, a
partnership which has extensive real estate holdings in the Eastern United

-4-

States and which primarily engages in investment in, and the consequent
development of, commercial real estate, leasing and/or sale. Mr. Brown is
currently an officer and director of several other corporations and partnerships
in the transportation, equipment leasing, insurance, warehousing and real estate
industries.

Jeffrey S. Brown has been a director of the Company since April 1999.
He is an officer and director of NFI Industries, Inc. and is also one of the
general partners of The Four B's, a partnership which has extensive real estate
holdings in the Eastern United States and which primarily engages in investment
in, and the consequent development of, commercial real estate, leasing and/or
sale. Mr. Brown is currently an officer and director of several other
corporations and partnerships in the transportation, equipment leasing,
insurance, warehousing and real estate industries.

Sidney R. Brown has been the Treasurer and a director of the Company
since April 1990. In March 1997, Mr. Brown became secretary of the Company, and
in March 1998 he became the Vice Chairman of the Board of Directors of the
Company. Mr. Brown is also a director of Sun Delaware. Mr. Brown is the chief
executive officer of NFI Industries, Inc., and one of the general partners of
The Four B's, a partnership which has extensive real estate holdings in the
Eastern United States and which primarily engages in investment in, and the
consequent development of, commercial real estate, leasing and/or sale. Mr.
Brown is currently an officer and director of several other corporations and
partnerships in the transportation, equipment leasing, insurance, warehousing
and real estate industries.

Peter Galetto, Jr. has been a director of the Company since April 1990.
Mr. Galetto also served as the Secretary of the Company from April 1990 to March
1997. He is also a director of Sun Delaware. Mr. Galetto is the President/Sales
for Stanker & Galetto, Inc., an industrial and building contractor located in
Vineland, New Jersey. He is the Secretary/Treasurer of Tri Mark Building
Contractors, Inc. Mr. Galetto is also an officer and director of several other
corporations and organizations.

Anne E. Koons has been a director of the Company since April 1990. Ms.
Koons is a real estate agent with Prudential Fox & Roach. Ms. Koons a member of
the Cooper Medical Center's Foundation Board. She is also a director of Sun
Delaware.

Alfonse M. Mattia has been nominated to serve as a director of the
Company. Mr. Mattia is a Certified Public Accountant and a founding partner of
Amper, Politziner & Mattia, a regional accounting and consulting firm. He served
as Co-Chairman of the Rutgers University Family Business Forum and is a member
of "The Group of 100," a national group formed by the American Institute of
Certified Public Accountants to protect the public interest and position the
accounting profession for the future. Mr. Mattia is also a member of the AICPA,
the New Jersey Society of CPA's and the Harvard Business School Club of New
York.

John D. Wallace has been nominated to serve as a director of the
Company. Mr. Wallace retired in 1993 as the Chairman and CEO of CoreStates New
Jersey National Bank. He is a member of the Board and Treasurer of The McCarter
Theater of Princeton University, is Vice Chairman of the Board of the Princeton
Area Community Foundation, is a Trustee of the Medical Center at Princeton
Foundation and serves on the Board of Princeton Day School and Trinity
Counseling Service. He is also a member of the First Union Regional Foundation
Board and is a Director Emeritus of the Greater Mercer County Chamber of
Commerce.

Dan A. Chila joined the Company in April 2000 as the Executive Vice
President and Chief Financial Officer. He is also an executive officer of Sun
and Sun Delaware. Prior to joining the

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Company, Mr. Chila was Senior Vice President and Chief Financial Officer of
Peoples Bancorp, Lawrenceville, New Jersey. Prior to that, Mr. Chila was Senior
Vice President for CoreStates Financial Corporation. He has over 25 years of
banking experience and is a Certified Public Accountant.

James S. Killough joined the Company in February 1997 and serves as
Executive Vice President of Operations. He is also an Executive Vice President
of Sun and Sun Delaware. Prior to joining the Company, Mr. Killough was
president and chief professional officer for the United Way of Camden County,
New Jersey for two years. Prior to that, Mr. Killough was executive vice
president for Central Jersey Bank and Trust and Midlantic National Bank/South.

Edward F. Madden, age 53, currently serves as Executive Vice President
of Credit Administration. He is also an Executive Vice President of Sun. Mr.
Madden joined Sun in January 1995 served as an officer until September 2000. He
left Sun for several months during 2000 and was employed as Senior Vice
President of United Bank of Philadelphia during that time. He rejoined Sun and
became an officer of the Company in January 2001.

John P. Neary, age 59, joined the Company in January 2001 and serves as
Executive Vice President of Community Banking. He is also an Executive Vice
President of Sun. Prior to joining the Company, Mr. Neary was a principal of the
Trilenium Group, a consulting firm, from 1998 to January 2001. Prior to that, he
was an Executive Vice President with CoreStates Financial Corp. Mr. Neary serves
as Chairman of the Board of the Thomas Edison State College Foundation.

Bart A. Speziali serves as an Executive Vice President of the Company
and has been with Sun since 1992 as an Executive Vice President and Senior
Lending Officer. Mr. Speziali has over 25 years of banking experience in
southern New Jersey. He serves on the Board of Cumberland Cape Atlantic YMCA and
is a past president. Mr. Speziali also serves on the Neighborhood Empowerment
Council on Housing for the City of Vineland and is active as co-chairman of
Cumberland County for the Ronald McDonald House of Southern New Jersey.

Additional Executive Officers. Set forth below is biographical
information of certain executive officers of Sun Delaware or Sun National Bank,
Pennsylvania who are not also executive officers of the Company. All of the
executive officers of Sun also serve as executive officers of the Company.

Douglas J. Cornforth, age 43, joined Sun Delaware in December 2000 and
serves as its President and Chief Executive Officer. He is also a director of
Sun Delaware. Prior to joining Sun Delaware, Mr. Cornforth was a Vice President
with the Wilmington Trust Company from 1992 to December 2000.

William McDonald, age 58, has been with Sun Delaware since September
1999 as Executive Vice President of Community Banking. Prior to joining Sun
Delaware, Mr. McDonald was Vice President/Advisor of the private client group
with PNC Bank from 1994 to September 1999.

Meetings and Committees of the Board of Directors

The Company is governed by a Board of Directors and various committees
of the Board which meet regularly throughout the year. During the fiscal year
ended December 31, 2000, the Board of Directors held seven regular meetings and
one special meeting. No director attended fewer than 75% of the total meetings
of the Board of Directors and meetings of committees on which such director
served during the year ended December 31, 2000.

-6-

The Nominating Committee consists of the entire Board of Directors of
the Company. The Nominating Committee met once during the year ended December
31, 2000. The Nominating Committee is not required to consider nominees
recommended by shareholders.

The Personnel Committee consists of Directors Koons and Sidney Brown.
The Personnel Committee met once during the year ended December 31, 2000.

The Audit Committee currently consists of Directors Galetto and Koons.
Mr. Galetto has been determined not to be independent in accordance with the
requirements of the Nasdaq Stock Market due to a business relationship between
Sun and an entity of which he is an officer and part owner. The Board felt,
nonetheless, that Director Galetto would be an effective member of the committee
and that his appointment to the committee was in the best interests of the
Company and its shareholders. The Board intends to appoint Alfonse M. Mattia and
John D. Wallace to the committee if they are elected as directors at the
Meeting.

The Audit Committee is responsible for recommending the appointment of
the Company's independent auditor and meeting with such auditor with respect to
the scope and review of the annual audit. Additional responsibilities of the
Audit Committee are to ensure that the Board of Directors receives objective
information regarding policies, procedures and activities of the Company with
respect to auditing, accounting, internal accounting controls, financial
reporting, regulatory matters and such other activities of the Company as may be
directed by the Board of Directors. The Audit Committee met five times during
the year ended December 31, 2000. The Board of Directors has reviewed, assessed
the adequacy of and approved a formal written charter for the Audit Committee.
The full text of the Charter of the Audit Committee appears as an Appendix to
this Proxy Statement.

Principal Accounting Firm Fees

Audit Fees. The aggregate fees billed by Deloitte and Touche LLP, the
member firms of Deloitte Touche Tohmatsu, and their respective affiliates
(collectively, "Deloitte") for professional services rendered for the audit of
the Company's annual financial statements for the fiscal year ended December 31,
2000 and for the review of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for that fiscal year were $107,500.

Financial Information Systems Design and Implementation Fees. There
were no fees billed by Deloitte for professional services rendered for
information technology services relating to financial information systems design
and implementation for the fiscal year ended December 31, 2000.

All Other Fees. The aggregate fees billed by Deloitte for services
rendered to the Company, other than the services described above under "Audit
Fees," for the fiscal year ended December 31, 2000 were $36,300.

The audit committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.

Report of the Audit Committee

For the fiscal year ended December 31, 2000, the Audit Committee (i)
reviewed and discussed the Company's audited financial statements with
management, (ii) discussed with the Company's independent auditor, Deloitte, all
matters required to be discussed under Statement on Auditing Standards No. 61,
and

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(iii) received from Deloitte disclosures regarding Deloitte's independence as
required by Independence Standards Board Standard No. 1 and discussed with
Deloitte its independence. Based on the foregoing review and discussions, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.

Audit Committee: Peter Galetto, Jr.
Anne E. Koons

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Directors' Compensation

Each member of the Board of Directors, except for the Chairman and
employee directors, received a fee of $300 for each board meeting and $100 for
each committee meeting attended for the year ended December 31, 2000. Directors
who are executive officers do not receive any fees for their services as
directors. For the year ended December 31, 2000, directors fees totaled $37,000,
all of which was paid in shares of Common Stock.

Executive Compensation

Summary Compensation Table. The following table sets forth compensation
awarded to the Chief Executive Officer and the four highest compensated
executive officers of the Company for the year ended December 31, 2000.

Long Term
Compensation
Annual Compensation Awards
------------------- -------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options(#)(1) Compensation
------------------ ---- ------ ----- ------------- -------------

Philip W. Koebig, III (2) 2000 $315,000 $ -- -- $13,670 (3)
President and Chief Executive 1999 315,000 110,000 52,556 12,591
Officer 1998 257,692 60,000 5,557 13,286

Bernard A. Brown 2000 245,125 -- -- --
Chairman 1999 162,500 55,000 296,915 --
1998 129,106 30,000 278,403 --

Dan A. Chila (4) 2000 106,731 -- 10,250 --
Executive Vice President and CFO

James S. Killough 2000 165,000 7,000 5,625 --
Executive Vice President 1999 155,000 31,500 2,756 --
1998 144,808 15,000 -- --

Bart A. Speziali 2000 145,000 7,000 7,625 --
Executive Vice President of Sun 1999 134,000 24,000 2,756 --
1998 124,165 15,000 -- --

-8-

Robert F. Mack (5) 2000 150,577 -- -- --
Executive Vice President 1999 129,038 23,625 2,756 --
1998 108,365 15,000 -- --

- ------------------------
(1) Prior awards adjusted for stock dividends.
(2) Mr. Koebig is no longer serving as an officer of the Company or any
subsidiary.
(3) For Mr. Koebig, all other compensation constitutes life and disability
insurance premiums of $9,230 and country club dues of $4,440 for 2000.
(4) Mr. Chila joined the Company in April 2000.
(5) Mr. Mack is no longer serving as an officer or employee of the Company or
any subsidiary.

Stock Option Plans. The Company has adopted the 1985 Stock Option Plan,
the 1995 Stock Option Plan and the 1997 Stock Option Plan (the "Option Plans").
Officers, directors and employees are eligible to receive, at no cost to them,
options under the Option Plans. Options granted under the Option Plans may be
either incentive stock options (options that afford favorable tax treatment to
recipients upon compliance with certain restrictions pursuant to Section 422 of
the Internal Revenue Code and that do not normally result in tax deductions to
the Company) or options that do not so qualify. The option price may not be less
than 100% of the fair market value of the shares on the date of the grant.
Option shares may be paid in cash, shares of the common stock, or a combination
of both. Incentive options are exercisable for a period of ten years.
Non-qualified stock options are exercisable for a period of ten years and ten
days.

The following tables set forth additional information concerning
options granted under the Option Plans.

Option Grants in Last Fiscal Year
---------------------------------
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
---------------------------------------------------------------- -----------------------------
Percent of Total
Number of Options Granted
Options to Employees in Exercise Price Expiration
Name Granted Fiscal Year ($/Share) Date 5% ($) 10% ($)
---- ------- ----------- --------- ---- ------ -------

Dan A. Chila 5,250 5.63 6.67 4/10/10 22,022 55,809
5,000 5.36 7.50 12/21/10 23,584 59,765

James S. Killough 2,625 2.82 6.67 4/10/10 11,012 27,904
3,000 3.22 7.50 12/21/10 14,150 35,859

Bart A. Speziali 2,625 2.82 6.67 4/10/10 11,012 27,904
5,000 5.36 7.50 12/21/10 23,584 59,765

-9-

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
---------------------------------------------------------------------------------

Value of
Number of Options In-the-money Options
Shares Acquired Value at Fiscal Year-End(#) at Fiscal Year-End($)
Name on Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- --------------- -------- ------------------------- ----------------------------

Philip W. Koebig, III -- -- 230,178 / 26,278 $403,459 / $ --

Bernard A. Brown 38,180 $36,271 1,138,327 / 148,458 $1,511,373 / $ --

Dan A. Chila -- -- -- / 10,250 $ -- / $2,389

James S. Killough -- -- 33,937 / 7,003 $ -- / $1,194

Bart A. Speziali -- -- 29,560 / 9,003 $50,772 / $1,194

Robert F. Mack 22,973 $47,900 -- / -- $ -- / $ --

- -------------
(1) Based upon the difference between the option exercise price and the market
price of stock of $7.125 per share as of December 31, 2000.

Non-Competition and Severance Agreement. The Company has entered into a
Non-Competition and Severance Agreement with its former president and chief
executive officer, Philip W. Koebig, III. Under the terms of the agreement, Mr.
Koebig will receive total compensation of $236,250 during the term of the
agreement, which ends November 30, 2001. In exchange, among other things, Mr.
Koebig agreed to refrain from certain business activities.

Change in Control Severance Agreements. During the year ended December
31, 2000, the Company and Sun entered into change in control severance
agreements with each of the executive officers named above in the compensation
table. The agreements with Bernard Brown, Chairman of Board of Directors of the
Company and Sun, are for three-year terms. If Mr. Brown is terminated without
just cause within two years following a "change in control" of the Company or
Sun, as defined in the agreements, he will be entitled to receive a payment
equal to three times his aggregate taxable compensation for the most recently
completed calendar year. The agreements may be renewed annually by the Board of
Directors of the Company and Sun upon a determination of satisfactory
performance within the boards' sole discretion.

Sun has also entered into a severance agreement with Thomas A. Bracken,
the current President and Chief Executive Officer. The agreement with Mr.
Bracken provides for a payment equal to three times his aggregate taxable
compensation for the most recently completed calendar year if he is terminated
without just cause within eighteen months following a change in control. Mr.
Bracken's agreement has a term of twenty-four months and may be renewed annually
by the Board of Directors of Sun.

The change in control severance agreements with the other named
executive officers are for eighteen month terms. If the officer is terminated
without just cause within eighteen months following a change in control, the
officer would be entitled to a payment equal to one and a half times the
officer's aggregate taxable compensation for the most recently completed
calendar year. No payments are due under the agreements if the officer is
terminated for cause following a change in control of the Company or Sun.

-10-

Personnel Committee Report on Executive Compensation

The Personnel Committee (the "Committee") has furnished the following
report on executive compensation:

Under the supervision of the Board of Directors, the Company has
developed and implemented compensation policies, plans and programs which seek
to enhance the profitability of the Company, and thus shareholder value, by
aligning closely the financial interests of the Company's employees, including
its Chief Executive Officer ("CEO"), Chairman and other senior management, with
the interests of its shareholders. With regard to compensation actions affecting
the CEO, the Executive Committee of the Board of Directors, which consists of
the members of the Personnel Committee and all of the non-employee members of
the Board of Directors, acted as the approving body.

The executive compensation program of the Company is designed to:

o Support a pay-for-performance policy that differentiates
compensation based on corporate and individual performance;

o Motivate employees to assume increased responsibility and reward
them for their achievement;

o Provide compensation opportunities that are comparable to those
offered by other leading companies, allowing the Company to
compete for and retain top quality, dedicated executives who are
critical to the Company's long-term success; and

o Align the interests of executives with the long-term interests of
shareholders through award opportunities that can result in
ownership of Common Stock.

At present, the executive compensation program is comprised of salary,
annual cash incentive opportunities, long-term incentive opportunities in the
form of stock options, and miscellaneous benefits typically offered to
executives in comparable corporations. The Committee considers the total
compensation (earned or potentially available) in establishing each element of
compensation so that total compensation paid is competitive with the market
place, based on an independent consultant's survey of salary competitiveness of
other financial institutions. The Committee is advised periodically by
independent compensation consultants concerning salary competitiveness.

As an executive's level of responsibility increases, a greater portion
of his or her potential total compensation opportunity is based on Company
performance incentives rather than on salary. Reliance on Company performance
causes greater variability in the individual's total compensation from year to
year. By varying annual and long-term compensation and basing both on corporate
performance, the Company believes executive officers are encouraged to continue
focusing on building profitability and shareholder value. The mix of annual and
long-term compensation was set subjectively. In determining the mix, the
Committee balanced rewards for past performance with incentives for future
performance, and took into account such factors as overall risk of the pay
package and award sizes in prior years.

Base Salary. Annual base salaries for all executive officers are
generally set somewhat below competitive levels so that the Company relies to a
large degree on annual and longer term incentive compensation to attract and
retain corporate officers and other employees and to motivate them to perform to
the full extent of their abilities. Effective January 1, 2000, the Board of
Directors, acting on the

-11-

recommendation of the Committee, increased the base salary paid to executive
officers. The increase reflected consideration of competitive data provided by
an independent consulting firm, the Committee's and the Board's assessment of
the executive officer's performance over the previous year and recognition of
the improvement in performance by the Company during 1999 as compared with the
Company's goals included in its business plan.

Long-Term Incentive Compensation. The long-term incentive compensation
consists of stock option awards. The Committee believes that issuing stock
options to executives benefits the Company's shareholders by encouraging and
enabling executives to own stock of the Company, thus aligning executive pay
with shareholder interests.

2000 Compensation for the CEO. Mr. Koebig served as President and Chief
Executive Officer of the Company from January 1999 to February 2001. Mr.
Koebig's salary for 2000 of $315,000 reflected the Board's assessment of his
performance over the previous year and was based upon his prior years of service
to the Bank and the Company.

Compensation Committee: Sidney R. Brown
Anne E. Koons

Stock Performance Graph

Set forth below is a stock performance graph comparing the cumulative
total shareholder return on the Common Stock with (a) the cumulative total
shareholder return on stocks included in the Nasdaq Stock Market index and (b)
the cumulative total shareholder return on stocks included in the Nasdaq Bank
index, as prepared for Nasdaq by the Center for Research in Security Prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $100 as of August 29, 1996 (the date the Common Stock began
trading on the Nasdaq Stock Market). The cumulative total returns for the Nasdaq
Stock Market index and the Nasdaq Bank index are computed assuming the
reinvestment of dividends. In the graph below, the periods compared were August
29, 1996 and the Company's fiscal years ended December 31, 1996, 1997, 1998,
1999 and 2000.

There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company neither makes nor endorses any predictions as to stock
performance.

-12-

[GRAPHIC OMITTED]

=======================================================================================
8/29/96 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
=======================================================================================

CRSP Nasdaq U.S. Index $100 $113 $138 $195 $361 $217
CRSP Nasdaq Bank Index 100 120 201 200 192 220
Sun Bancorp, Inc. 100 98 160 214 121 91
=======================================================================================

- --------------
(1) The cumulative total return for Sun Bancorp, Inc. reflects 5% stock
dividends paid in October 1996, June 1997, May 1998, June 1999 and June
2000 and 50% stock dividends paid in September 1997 and March 1998 and
has been calculated based on the historical closing prices of $22.50 on
August 29, 1996 (the first day of trading on the Nasdaq Stock Market),
$21.00 on December 31, 1996, $21.83 on December 31, 1997, $18.50 on
December 31, 1998, $9.94 on December 31, 1999 and $7.125 on December
31, 2000.

The information set forth above under the subheadings "Compensation
Committee Report on Executive Compensation" and "Stock Performance Graph" (i)
shall not be deemed to be "soliciting material" or to be "filed" with the
Commission or subject to Regulation 14A or the liabilities of Section 18 of the
Exchange Act, and (ii) notwithstanding anything to the contrary that may be
contained in any filing by the Company under such Act or the Securities Act,
shall not be deemed to be incorporated by reference in any such filing.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------

Compensation Committee Interlocks and Insider Participation

The members of the Personnel Committee of the Company's Board of
Directors during the year ended December 31, 2000 were Anne E. Koons, Sidney R.
Brown and Philip W. Koebig, III. Each was also a member of the Board of
Directors of the Company during 2000. Mr. Koebig was also a director and officer
of Sun and did not participate in matters involving his personal compensation.
No member of the Committee is, or was during 2000, an executive officer of
another company whose board of directors has a comparable committee on which one
of the Company's executive officers serves. None of the executive officers of
the Company is, or was during 2000, a member of a comparable compensation
committee of a company of which any of the directors of the Company is an
executive officer.

-13-

Certain Relationships and Related Transactions

Bernard A. Brown, the Chairman of the Board of Directors of the
Company, Sun and Sun Delaware, is an owner of Vineland Construction Company, 226
Landis Avenue Associates, LLC and Racetrack Supermarket LLC (the "Related
Companies"). The Company and Sun lease office space from the Related Companies.
The Company believes that the transactions with the Related Companies are on
terms substantially the same, or at least as favorable to Sun, as those that
would be provided by a non-affiliate. The Company paid $881,529 to the Related
Companies during the year ended December 31, 2000. Sun is also party to two
lease agreements for office buildings with two partnerships comprised of
directors and shareholders of the Company and Sun. The Company believes that the
leases are on terms substantially the same, or at least as favorable to Sun, as
those that would be provided by a non-affiliate. The Company paid $120,267 in
annual rent under these lease agreements during the year ended December 31,
2000.

Peter Galetto, Jr., a director of the Company, is an officer and part
owner of Tri Mark Building Contractors, Inc., to which Sun paid $224,533 during
the year ended December 31, 2000 for construction services. The Company believes
that the transactions with Tri Mark are on terms substantially the same, or at
least as favorable to Sun, as those that would be provided by a non-affiliate.

Sun and Sun Delaware have a policy of offering various types of loans
to officers, directors and employees of the Bank and of the Company. These loans
have been made in the ordinary course of business and on substantially the same
terms and conditions (including interest rates and collateral requirements) as,
and following credit underwriting procedures that are not less stringent than,
those prevailing at the time for comparable transactions by Sun and Sun Delaware
with its other unaffiliated customers and do not involve more than the normal
risk of collectibility, nor present other unfavorable features. All of these
loans were current at December 31, 2000.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock with the
Commission and the Nasdaq National Market, and to provide copies of those
reports to the Company.

Based upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons, the Company
believes that all Section 16(a) filing requirements applicable to its executive
officers and directors were complied with during the year ended December 31,
2000.

- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the persons named in the accompanying proxy.

-14-

- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR
- --------------------------------------------------------------------------------

A representative of Deloitte & Touche LLP, the Company's independent
auditor, is expected to be present at the Meeting, will have the opportunity to
make a statement at the meeting if he or she desires to do so, and will be
available to respond to appropriate questions.

- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------

The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation.

- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS AND NOMINATIONS
- --------------------------------------------------------------------------------

In order to be considered for inclusion in the Company's proxy
materials for next year's Annual Meeting of Shareholders, any shareholder
proposal to take action at such meeting must be received at the Company's
executive offices at 226 Landis Avenue, Vineland, New Jersey 08360, no later
than December 18, 2001. Any such proposal shall be subject to the requirements
of the proxy rules adopted by the Commission under the Exchange Act.

Under the Company's bylaws, shareholder proposals that are not included
in the Company's proxy materials for next year's annual meeting of shareholders,
will only be considered at the annual meeting if the stockholder submits notice
of the proposal to the Company at the above address by March 18, 2002. In
addition, shareholder proposals must meet other applicable criteria as set forth
in the Company's bylaws in order to be considered at next year's meeting.

The Company's bylaws include provisions setting forth specific
conditions under which persons may be nominated as directors of the Company at
an annual meeting of shareholders. A copy of such provisions is available upon
request to: Sun Bancorp, Inc., 226 Landis Avenue, Vineland, New Jersey 08360,
Attention: Corporate Secretary.

-15-

- --------------------------------------------------------------------------------
FORM 10-K
- --------------------------------------------------------------------------------

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000, WILL BE FURNISHED WITHOUT CHARGE (WITHOUT EXHIBITS) TO
SHAREHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, SUN
BANCORP, INC., 226 LANDIS AVENUE, VINELAND, NEW JERSEY 08360.

BY ORDER OF THE BOARD OF DIRECTORS

/s/Sidney R. Brown
----------------------------------
Sidney R. Brown
Secretary

Vineland, New Jersey
April 17, 2001

-16-

APPENDIX

SUN BANCORP, INC.
SUN NATIONAL BANK
SUN NATIONAL BANK, DELAWARE

Audit Committee Charter

This Audit Committee Charter (Charter) has been adopted by the Board of
Directors (the Board) of sun Bancorp, Inc. (the Company). The Audit Committee of
the Board (the Committee) shall review and reassess this charter annually and
recommend any proposed changes to the Board for approval.

ROLE AND INDEPENDENCE: ORGANIZATION

The Committee assists the Board in fulfilling its responsibility for oversight
of the quality and integrity of the accounting, auditing, internal control and
financial reporting practices of the Company. It may also have such other duties
as may from time to time be assigned to it by the Board. The membership of the
Committee shall consist of at least three directors, who are each free of any
relationship that, in the opinion of the Board, may interfere with such member's
individual exercise of independent judgment. Each Committee member shall also
meet the independence and financial literacy requirements for serving on audit
committees, and at least one member shall have accounting or related financial
management expertise, all as set forth in the applicable rules of the Nasdaq
Stock Exchange. The Committee shall maintain free and open communication with
the independent auditors, the internal auditors and Company management. In
discharging its oversight role, the Committee is empowered to investigate any
matter relating to the Company's accounting, auditing, internal control or
financial reporting practices brought to its attention, with full access to all
Company books, records, facilities and personnel. The Committee may retain
outside counsel, auditors or other advisors.

One member of the Committee shall be appointed as chair. The chair shall be
responsible for leadership of the Committee, including scheduling and presiding
over meetings, preparing agendas, and making regular reports to the Board. The
chair will also maintain regular liaison with the CEO, CFO, the lead independent
audit partner and the director of internal audit.

The Committee shall meet at least four times a year or more frequently as the
Committee considers necessary. At least once each year, the Committee shall have
separate private meetings with the independent auditors, management and the
internal auditors.

RESPONSIBILITIES

Although the Committee may wish to consider other duties from time to time, the
general recurring activities of the Committee in carrying out its oversight role
are described below. The Committee shall be responsible for:

o Recommending to the Board the independent auditors to be retained (or
nominated for shareholder approval) to audit the financial statements of
the Company. Such auditors are ultimately accountable to the Board and the
Committee, as representatives of the shareholders.

o Evaluating, together with the Board and management, the performance of the
independent auditors and, where appropriate, replacing such auditors.

-1-

o Obtaining annually from the independent auditors a formal written statement
describing all relationships between the auditors and the Company,
consistent with Independence Standards Board Standard Number 1. The
Committee shall actively engage in a dialogue with the independent auditors
with respect to any relationships that may impact the objectivity and
independence of the auditors and shall take, or recommend that the Board
take, appropriate actions to oversee and satisfy itself as to the auditors'
independence.

o Reviewing the audited financial statements and discussing them with
management and the independent auditors. These discussions shall include
the matters required to be discussed under Statement Auditing Standards No.
61 and consideration of the quality of the Company's accounting principles
as applied in its financial reporting, including a review of particularly
sensitive accounting estimates, reserves and accruals, judgmental areas,
audit adjustments (whether or not recorded), and other such inquiries as
the Committee or the independent auditors shall deem appropriate. Based on
such review, the Committee shall make its recommendation to the Board as to
the inclusion of the Company's audited financial statements in the
Company's Annual Report on Form 10-K (or the Annual Report to Shareholders,
if distributed prior to the filing of the Form 10-K).

o Issuing annually a report to be included in the Company's proxy statements
as required by the rules of the Securities and Exchange Commission.

o Overseeing the relationship with the independent auditors, including
discussing with the auditors the nature and rigor of the audit process,
receiving and reviewing audit reports, and providing the auditors full
access to the Committee (and the Board) to report on any and all
appropriate matters.

o Discussing with a representative of management and the independent
auditors: (1) the interim financial information contained in the Company's
Quarterly Report on Form 10-Q prior to its filing, (2) the earnings
announcement prior to its release (if practicable), and (3) the results of
the review of such information by the independent auditors. (These
discussions may be held with the Committee as a whole or with the Committee
chair in person or by telephone.)

o Overseeing internal audit activities, including discussing with management
and the internal auditors the internal audit function's organization,
objectivity, responsibilities, plans, results, budget and staffing.

o Discussing with management, the internal auditors and the independent
auditors the quality and adequacy of and compliance with the Company's
internal controls.

o Discussing with management and/or the Company's general counsel any legal
matters (including the status of pending litigation) that may have a
material impact on the Company's financial statements, and any material
reports or inquiries from regulatory or governmental agencies.

The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the independent auditors
are responsible for auditing those financial statements. The Committee and the
Board recognize that management (including the internal audit staff) and the
independent auditors have more resources and time, and more detailed knowledge
and information regarding the Company's accounting, auditing, internal control
and financial reporting practices than the Committee does; accordingly the
Committee's oversight role does not provide any expert or special assurance as
to the financial statements and other financial information provided by the
Company to its shareholders and others.

-2-

- --------------------------------------------------------------------------------
SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
- --------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
May 17, 2001
- --------------------------------------------------------------------------------

The undersigned hereby appoints the Board of Directors of Sun Bancorp,
Inc. (the "Company"), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of Common Stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Shareholders (the "Meeting"), to be held at the Wingate Inn, 2196 West Landis
Avenue, Vineland, New Jersey, on May 17, 2001, at 2:00 p.m. and at any and all
adjournments thereof, in the following manner:

FOR WITHHELD
----- --------

1. The election as directors of the nominees
listed below (except as marked to the |_| |_|
contrary below):

Thomas A. Bracken
Bernard A. Brown
Ike Brown
Jeffrey S. Brown
Sidney R. Brown
Peter Galetto, Jr.
Anne E. Koons
Alfonse M. Mattia
John D. Wallace

(Instruction: To withhold authority to vote
for any individual nominee, write that nominee's name
on the line provided below)

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

In their discretion, such attorneys and proxies are authorized to vote on any
other business that may properly come before the meeting or any adjournments
thereof.

Note: Executing this proxy permits such attorneys and proxies to vote, in their
discretion, upon such other business as may properly come before the Meeting or
any adjournments thereof.

The Board of Directors recommends a vote "FOR" the above listed
nominees.

- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR EACH OF THE NOMINEES LISTED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders, a Proxy
Statement dated April 17, 2001, and the 2000 Annual Report.

Dated: , 2001
-----------------------------

- --------------------------------- ---------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER

- --------------------------------- ---------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER

Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.

- --------------------------------------------------------------------------------
PLEASE COMPLETE, SIGN, DATE, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------