FORM 10-K — ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

ý		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
[Fee Required]

For the fiscal year ended December 31, 2002

or

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
[No Fee Required]

	For the transition period from to

	Commission File Number 0-14745

Sun Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania		23-2233584
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

155 North 15^th Street, Lewisburg, PA		17837
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 570-523-4300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common stock, No Par Value

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this Chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in PART III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) ý Yes o No

As of March 7, 2003, the Registrant had 7,162,799 shares of common stock outstanding with a no par value. Based on the closing price of $18.70 on the same date, the aggregate market value of the voting stock held by nonaffiliates of the Registrant was $133,944,341.

The index to exhibits included in this filing appears on page 2.

Explanatory Note

Sun Bancorp, Inc. (the “Company”) hereby amends the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the “10-K”) to add the Company’s prior independent accountant’s audit report, dated February 19, 2002 and to amend Item 8 of the 10-K. The 10-K, except as indicated, has not been updated to reflect events occurring subsequent to the original filing date.

PART II

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This item is incorporated by reference to the Consolidated Financial Statements, Notes to Consolidated Financial Statements and Independent Auditors’ Report set forth on pages 14 through 38 of the 2002 Annual Report to Shareholders.

Independent Auditors’ Report

To the Shareholders and Board of Directors of SUN BANCORP, INC:

We have audited the accompanying consolidated balance sheets of Sun Bancorp, Inc. and subsidiaries (Sun) as of December 31, 2001, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the two years in the period then ended. These financial statements are the responsibility of Sun’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sun Bancorp, Inc. and subsidiaries as of December 31, 2001, and the results of their operations and their cash flows for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Parente Randolph, PC

Williamsport, Pennsylvania

February 19, 2002

PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) The following consolidated financial statements and independent accountants report of SUN BANCORP, INC. and subsidiaries included in the Annual Report to Shareholders for the year ended December 31, 2002 are incorporated by reference in Part II, Item 8:

Consolidated Balance Sheets - December 31, 2002 and 2001

Consolidated Statements of Income - Years Ended December 31, 2002, 2001, and 2000

Consolidated Statements of Changes in Shareholders’ Equity - Years Ended December 31, 2002, 2001, and 2000

Consolidated Statements of Cash Flows - Years Ended December 31, 2002, 2001, and 2000

Notes to Consolidated Financial Statements

Independent Accountants Report

(2) All schedules applicable to the Registrant are shown in the respective financial statements or the notes thereto. Financial statement schedules not included are omitted because the information is not required under the related instructions or it is inapplicable.

(3) Exhibits

3(i)		The Articles of Incorporation of the Corporation are incorporated herein by reference to Exhibit 3 to the Corporation’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 12, 1998 (Commission File Number 0-14745).

3(ii)		The By-Laws, as amended and restated, are incorporated herein by reference to Exhibit 3 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File Number 0-14745).

10		Employment agreements between Robert J. McCormack and Sun Bancorp, Inc. and SunBank dated October 31, 2002, Sandra Miller and Sun Bancorp, Inc. and SunBank dated October 24, 2002, Thomas W. Bixler and Sun Bancorp, Inc. and SunBank dated November 3, 2002, and Maureen M. Bufalino and Sun Bancorp, Inc. and SunBank dated May 31, 2001, are incorporated by reference to Form 8-K filed March, 20, 2003 (Commission File Number 0-14745).

13		Annual Report to Shareholders of SUN BANCORP, INC. for the year ended December 31, 2002 is filed herewith. The report, except for those portions thereof which are expressly incorporated by reference herein, is furnished for information of the Securities and Exchange Commission only and it is not considered “filed” as part of the Form 10-K filing.

21		Subsidiaries of the Registrant.

22		Published Report Regarding Matters Submitted To Vote Of Shareholders is incorporated by reference to the 2003 Definitive Proxy Statement of SUN BANCORP, INC.

23		Consent of Independent Accountants.

24		Power of Attorney (included on signature page)

(b) On December 23, 2002 Form 8-K was filed regarding the acquisition of Mid-Penn Insurance Associates, Inc.

On December 23, 2002 Form 8-K was filed regarding the acquisition of Steelton Bancorp, Inc.

(d) Financial statement schedules are omitted because the required information is not applicable or is included elsewhere herein.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, SUN BANCORP, INC. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Sun Bancorp, Inc.
		(Registrant)

Date:	7/24/03	By:	/s/ Robert J. McCormack
			Robert J. McCormack
			President and Chief Executive Officer (Principal Executive Officer)

Date:	7/24/03	By:	/s/ Wilmer D. Leinbach
			Wilmer D. Leinbach
			Exec. VP, Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. McCormack and Wilmer Leinbach, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Annual Report on Form 10-K for the Company’s 2003 fiscal year, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Name			Date

/s/ Robert A. Hormell			7/24/03
Robert A. Hormell
Chairman of the Board

/s/ Robert J. McCormack			7/24/03
Robert J. McCormack
President, Chief Executive Officer, and Director


Martha A. Barrick, Director


Max E. Bingaman, Director

/s/ Maureen M. Bufalino			7/24/03
Maureen M. Bufalino, Director

/s/ David R. Dieck			7/24/03
David R. Dieck, Director

/s/ Louis A. Eaton			7/24/03
Louis A. Eaton, Director

/s/ M. Mitchell Fetterolf			7/24/03
M. Mitchell Fetterolf, Director

/s/ Dan Geise			7/24/03
Dan Geise, Director

/s/ Stephen J. Gurgovits			7/24/03
Stephen J. Gurgovits, Director

/s/ George F. Keller			7/24/03
George F. Keller, Director


George E. Logue, Jr., Director

/s/ Marlin T. Sierer		7/24/03
Marlin T. Sierer, Director

/s/ Gary L. Tice		7/24/03
Gary L. Tice, Director

/s/ Dennis J. Van		7/24/03
Dennis J. Van, Director

Subsidiaries of Sun Bancorp, Inc.

The following table sets forth the subsidiaries of the Registrant at December 31, 2002.

Name		Organized Under the Laws of

SunBank		Commonwealth of Pennsylvania
Lewisburg, PA
Wholly Owned

Beacon Life Insurance Company		State of Arizona
Phoenix, AZ
Wholly Owned

Sun Bancorp Statutory Trust I		State of Connecticut
Hartford, CT
Wholly Owned

SUBI Investment Company		State of Delaware
Wilmington, DE
Wholly Owned

Sun Abstract and Settlement Services		Commonwealth of Pennsylvania
Lewisburg, PA
Thirty Percent Owned

Sun Investment Services, Inc.		Commonwealth of Pennsylvania
Lewisburg, PA
Wholly Owned

SUBI Services, Inc.		Commonwealth of Pennsylvania
Lewisburg, PA
Wholly Owned

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-61249, No. 333-61241, No. 333-40266 and No. 333-61237) of Sun Bancorp, Inc. of our report dated February 11, 2003 relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Harrisburg, Pennsylvania
July 23, 2003

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Nos. 333-61249, 333-61241, 333-40266 and 333-61237) of Sun Bancorp, Inc. of our report dated February 19, 2002, which appears in this Form 10-K.

/s/ Parente Randolph, PC

Williamsport, Pennsylvania
July 23, 2003

CERTIFICATION

I, Robert J. McCormack, President and Chief Executive Officer, certify, that:

1. I have reviewed this annual report on Form 10-K of Sun Bancorp, Inc.

2. Based on my knowledge, the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of the internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

7.	Date:	July 24, 2003		By:	/s/ Robert J. McCormack
					President & Chief Executive Officer

CERTIFICATION

I, Wilmer D. Leinbach, Executive Vice President and Chief Financial Officer, certify, that:

1. I have reviewed this annual report on Form 10-K of Sun Bancorp, Inc.

(b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

7.	Date:	July 24, 2003		By:	/s/ Wilmer D. Leinbach
					Executive Vice President and Chief Financial Officer