Exhibit 10

SUSSEXBANK
EXECUTIVE INCENTIVE AND DEFERRED COMPENSATION PLAN

THIS PLAN is adopted this 23rd day of March, 2005, by SUSSEXBANK, a
state-chartered commercial bank located in Franklin, New Jersey (the "Company").
The purpose of this SussexBank Executive Incentive and Deferred Compensation
Plan (the "Plan") is to motivate and reward for achieving bank financial and
strategic goals as well as to provide specified benefits to a select group of
management or highly compensated employees who contribute materially to the
continued growth, development and future business success of the Company. The
Plan includes an option for Participants to defer Compensation or Incentive
Awards. This Plan shall be unfunded for tax purposes and for purposes of Title I
of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended
from time to time.

Article 1
Definitions

Whenever used in this Plan, the following words and phrases shall have the
meanings specified:

1.1 "Beneficiary" means each designated person, or the estate of a deceased
Participant, entitled to benefits, if any, upon the death of a Participant
determined pursuant to Article 7.

1.2 "Beneficiary Designation Form" means the form established from time to
time by the Plan Administrator that a Participant completes, signs and
returns to the Plan Administrator to designate one or more beneficiaries.

1.3 "Board" means the Board of Directors of the Company as from time to time
constituted.

1.4 "Change of Control" means (a) the transfer of shares of the Company's
voting common stock such that one entity or one person acquires (or is
deemed to acquire when applying Section 318 of the Code) more than fifty
percent (50%) of the Company's outstanding voting common stock followed
within twelve months by Participant's Termination of Employment for
reasons other than death, disability or retirement; or (b) such definition
of Change of Control hereafter promulgated by the Secretary of the
Treasury or other authorized regulatory body, in which case such
definition shall supersede any other definition of Change of Control in
this Plan and shall control the terms of this Plan.

1.5 "Change of Control Benefit" means the benefit set forth in Section 5.4.

1.6 "Code" means the Internal Revenue Code of 1986, as amended.

1.7 "Compensation" means the base salary that would be paid to the Participant
during a Plan Year, absent deferrals, not including Incentive Awards and
FICA taxes associated with such base salary.

1.8 "Deferral Account" means the Company's accounting of a Participant's
accumulated Deferrals, plus accrued interest.

1.9 "Deferrals" means the amount of a Participant's Compensation and any
Incentive Award which the Participant elects to defer according to this
Plan.

1.10 "Disability" means (a) the Participant's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Participant, or by the Social
Security Administration, to be a disability rendering the Participant
totally and permanently disabled. The Participant must submit proof to the
Plan Administrator of the carrier's or Social Security Administration's
determination upon the request of the Plan Administrator; or (b) or such
definition of Disability applicable to non-qualified deferred compensation
plans hereafter promulgated by the Secretary of the Treasury in which case
such definition shall supersede any other definition of Disability in this
Plan and shall control the terms of this Plan.

1.11 "Disability Benefit" means the benefit set forth in Section 5.3.

1.12 "Early Termination" means Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for
Cause or following a Change of Control.

1.13 "Early Termination Benefit" means the benefit set forth in Section 5.2.

1.14 "Earnings per Share" means the Company's net income before income taxes,
and before any expense for the awards under the Plan, divided by the
weighted average number of shares outstanding for the current Plan Year.

1.15 "Effective Date" means March 23, 2005.

1.16 "Election Form" means the forms established from time to time by the Plan
Administrator that a Participant completes, signs and returns to the Plan
Administrator to make an election under the Plan.

1.17 "Incentive Award" means for any one Plan Year, the amount determined in
accordance with Article 3.

1.18 "Normal Distribution Date" means the later of the Normal Retirement Age or
Termination of Employment.

1.19 "Normal Retirement Age" means the Participant attaining age 65.

1.20 "Normal Retirement Benefit" means the benefit set forth in Section 5.1.

1.21 "Participant" shall mean any employee (i) who is selected to participate
in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a
Participation Agreement, an Election Form and a Beneficiary Designation
Form, (iv) whose signed Participation Agreement, Election Form and
Beneficiary Designation Form are accepted by the Plan Administrator, (v)
who commences participation in the Plan, and (vi) whose Participation
Agreement has not terminated. A Participant shall also mean any employee
(i) who is selected to participate in the Plan and selected to receive an
Incentive Award, and (ii) whose completed Beneficiary Designation Form is
accepted by the Plan Administrator.

1.22 "Participation Agreement" shall mean a written agreement, as may be
amended from time to time, which is entered into by and between the
Company and a Participant. Each Participation Agreement executed by a
Participant and the Company shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one
Participation Agreement, the Participation Agreement bearing the latest
date of acceptance by the Company shall supersede all previous
Participation Agreements in their entirety and shall govern such
entitlement. The terms of any Participation Agreement may be different for
any Participant, and any Participation Agreement may provide additional
benefits not set forth in the Plan or limit the benefits otherwise
provided under the Plan; provided, however, that any such additional
benefits or benefit limitations must be agreed to by both the Company and
the Participant. For employees who are selected to receive an Incentive
Award(s) but do not elect to defer Compensation or such Incentive Awards
under the Deferral provisions of the Plan, a Participation Agreement shall
not be necessary or required in order for such employee to be considered a
Participant.

1.23 "Plan Administrator" means the plan administrator described in Article 9.

1.24 "Plan Year" means a twelve-month period commencing on January 1 and ending
on December 31 of each year. The initial Plan Year shall commence on the
Effective Date of this Plan.

1.25 "Return On Assets" means the Company's net income before income taxes, and
before any expense for the awards under the Plan, as a percent of the
average total assets.

1.26 "Return on Equity" means the Company's net income before income taxes, and
before any expense for the awards under the Plan, as a percent of the
average total shareholders equity.

1.27 "Termination of Employment" means that the Participant ceases to be
employed by the Company for any reason, voluntary or involuntary, other
than by reason of a leave of absence approved by the Company.

1.28 "Unforeseeable Financial Emergency" means a severe financial hardship to a
Participant, resulting from a sudden and unexpected illness or accident of
the Participant, the

Participant's spouse, or a dependent (as defined in Section 152(a) of the
Code) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.

Article 2
Selection, Enrollment and Eligibility

2.1 Selection by Plan Administrator. Participation in the Plan shall be
limited to a select group of management and highly compensated employees
of the Company, as determined by the Plan Administrator in its sole
discretion. From that group, the Plan Administrator shall select, in its
sole discretion, employees to participate in the Plan.

2.2 Enrollment Requirements. As a condition to participation, each selected
employee shall complete, execute and return to the Plan Administrator a
Participation Agreement, an Election Form and a Beneficiary Designation
Form, all within thirty (30) days after the employee is notified by the
Plan Administrator of his or her selection to participate in the Plan. In
addition, the Plan Administrator shall establish from time to time such
other enrollment requirements as it determines in its sole discretion are
necessary. However, for employees who are selected to receive an Incentive
Award(s) but do not elect to defer Compensation or such Incentive Awards
under the Deferral provisions of the Plan, a Participation Agreement shall
not be necessary or required in order for such employee to enroll in the
Plan or to be considered a Participant.

2.3 Eligibility; Commencement of Participation. Provided an employee selected
to participate in the Plan has met all enrollment requirements set forth
in this Plan and required by the Plan Administrator, including returning
all required documents to the Plan Administrator within the specified time
period, that employee shall commence participation in the Plan on the
first day of the month following the month in which the employee completes
all enrollment requirements (the "Participation Date"). If an employee
fails to meet all such requirements within the period required, in
accordance with Section 2.2, that employee shall not be eligible to
participate in the Plan until the first day of the Plan Year following the
delivery to and acceptance by the Plan Administrator of the required
documents.

2.4 Termination of Participation and/or Deferrals. If the Plan Administrator
determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, the Plan Administrator shall have the
right, in its sole discretion, to (i) terminate any deferral election the
Participant has made for the remainder of the Plan Year in which the
Participant's membership status changes, (ii) prevent the Participant from
making future deferral elections and/or (iii) immediately distribute the
Participant's then vested Deferral Account and terminate the Participant's
participation in the Plan.

Article 3
Incentive Award

3.1 Determination of Incentive Award. The Annual Incentive Award will be based
on Earnings per Share of the Company, the Return on Assets of the Company,
and Return on Equity of the Company. Each Plan Year the Company shall
determine the Incentive Award amount using the following formula:

1. Earnings per Share. The Company shall calculate the Earnings per
Share portion of the Incentive Award as follows:

a. Calculate the Earnings per Share for the current Plan Year

b. Determine the Earnings per Share for the five (5) highest of
the past ten (10) Plan Years

c. Calculate percent (a divided by b)

2. Return on Assets. The Company shall calculate the Return on Assets
portion of the Incentive Award as follows:

a. Calculate Return on Assets for the current Plan Year

b. Determine Return on Assets for the five (5) highest of the
past ten (10) Plan Years

c. Calculate percent (a divided by b)

3. Return on Equity. The Company shall calculate the Return on Equity
portion of the Incentive Award as follows:

a. Calculate Return on Equity for the current Plan Year

b. Determine Return on Equity for the five (5) highest of the
past ten (10) Plan Years

c. Calculate percent (a divided by b)

4. Determination of Incentive Award. Using the percentages calculated
in steps one (1) through three (3) above, determine the Incentive
Award percentages by referring to Exhibit A. If the percentage
achieved falls between the tiers as shown on Exhibit A, the
Incentive Award will be determined by interpolation. Also, if the
current Plan Year's performance on any of the three performance
measures falls below ninety percent (90%) of the target, no
Incentive Award is earned for that measure.

5. Calculation of Incentive Award and Example. The Incentive Award is
equal to the sum of the percentages determined in number four (4)
above, multiplied by the Participant's Compensation for the current
Plan Year.

The following example illustrates the calculation of the Incentive Award
(at a 20% target incentive level):

----------------------------------------------------------------
High five (5) of the
Incentive Award Based on Current Year last ten (10) years
----------------------------------------------------------------
EPS $ 11.25 $ 9.00
----------------------------------------------------------------
ROA 1.05% 1.10%
----------------------------------------------------------------
ROE 15.0% 12.0%
----------------------------------------------------------------
Salary $100,000
----------------------------------------------------------------

Step 1: Step 4:
------- -------
$11.25 divided by $9.00 = 125% EPS Award: 12.00% + 3.00% = 15.0%
ROA Award: 2.00% + 1.00% = 3.00%
ROE Award: 4.00% + 1.00% = 5.00%
------
Step 4 Total 23.00%

Step 2: Step 5:
------- -------
1.05% divided by 1.10% = 95% If Participant's Compensation: $100,000
Total Incentive Award Percentage: x 23.00%
----------
Incentive Award Amount: $ 23,000

Step 3:
-------
15% divided by 12% = 125%

3.2 Incentive Award Payout. By March 31 of each Plan Year, the Company shall
calculate and pay the Incentive Award to the Participant. The Participant
shall have the option to defer the Incentive Award into a Deferral Account
that the Company has established in accordance with Article 4. Unless
otherwise applicable in Section 3.3, the Participant needs to be an
employee of the Company at the time of payout under this Section 3.2 to
receive an Incentive Award.

3.3 Incentive Award Eligibility. New Participants must be employed by October
1 of a Plan Year to be eligible to receive that Plan Year's Incentive
Award. New Participants who are employed prior to October 1, but after
January 1 will receive prorated Incentive Awards based on hours worked in
such partial Plan Year. A minimal individual performance rating of "meets
expectations" or similar equivalent is required for participation. If a
Participant changes his role or is promoted during the Plan Year, he will
be eligible for the new role's target Incentive Award opportunity on a pro
rata basis.

3.3.1 Death. In the event of death, the Company will pay to the Participant's
Beneficiary the pro rata portion of the Incentive Award that had been
earned by the Participant.

3.3.2 Disability. If a Participant has a Termination of Employment as a result
of a Disability, the Participant will receive the pro rata portion of the
Incentive Award based on hours actually worked in such partial Plan Year.
If a Participant remains an employee of the Company and has a Disability
which results in receipt of long-term disability benefits, the Incentive
Award for such Disability period shall be prorated during affected Plan
Years so that no Incentive Award will be earned during such period of
long-term Disability.

3.3.3 Retirement. Participants who retire will only receive Incentive Awards if
they are actively employed on December 31st of such Plan Year.

Article 4
Deferral Account

4.1 Establishing and Crediting. The Company shall establish a Deferral Account
on its books for the Participant and shall credit to the Deferral Account
the following amounts:

4.1.1 Deferrals. The Compensation or Incentive Award deferred by the
Participant as of the time the Compensation or the Incentive Award
would have otherwise been paid to the Participant.

4.1.2 Interest. On March 31 of each Plan Year, both pre- and post
retirement, interest shall be credited to the Deferral Account at a
rate equal to the average interest rate earned by the Company on its
investment portfolio. The interest rate calculated under this
Section 4.1.2 shall be compounded monthly.

4.2 Statement of Accounts. The Plan Administrator shall provide to the
Participant, within ninety (90) days after the end of each Plan Year, a
statement setting forth the Deferral Account balance.

4.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Plan. The Deferral Account is not
a trust fund of any kind. The Participant is a general unsecured creditor
of the Company for the payment of benefits. The benefits represent the
mere Company promise to pay such benefits. The Participant's rights are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by the
Participant's creditors.

Article 5
Benefits During Lifetime

5.1 Normal Retirement Benefit. Upon the Normal Distribution Date, the Company
shall pay to the Participant the benefit described in this Section 5.1 in
lieu of any other benefit under this Article.

5.1.1 Amount of Benefit. The benefit under this Section 5.1 is the
Deferral Account balance at the Participant's Normal Distribution
Date.

5.1.2 Payment of Benefit. The Company shall pay the benefit to the
Participant as elected by the Participant on the Election Form.

5.2 Early Termination Benefit. Upon the Participant's Early Termination, the
Company shall pay to the Participant the benefit described in this Section
5.2 in lieu of any other benefit under this Article.

5.2.1 Amount of Benefit. The benefit under this Section 5.2 is the
Deferral Account balance at the Participant's Termination of
Employment.

5.2.2 Payment of Benefit. The Company shall pay the benefit to the
Participant as

elected by the Participant on the Election Form.

5.3 Disability Benefit. If the Participant terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Participant the benefit described in this Section 5.3 in lieu of any other
benefit under this Article.

5.3.1 Amount of Benefit. The benefit under this Section 5.3 is one hundred
percent (100%) the Deferral Account balance at the Participant's
Termination of Employment.

5.3.2 Payment of Benefit. The Company shall pay the benefit to the
Participant as elected by the Participant on the Election Form.

5.4. Change of Control Benefit. Upon a Change of Control, the Company shall pay
to the Participant the benefit described in this Section 5.4 in lieu of
any other benefit under this Article.

5.4.1 Amount of Benefit. The benefit under this Section 5.4 is one hundred
percent (100%) of the Deferral Account balance on the Participant's
Termination of Employment.

5.4.2 Payment of Benefit. The Company shall pay the benefit to the
Participant as elected by the Participant on the Election Form.

5.4.3 Excess Parachute Payment. Notwithstanding any provision of this Plan
to the contrary, to the extent any benefit would create an excise
tax under the excess parachute rules of Section 280G of the Code,
the Company shall reduce the benefit paid under this Plan to the
extent it would not be an excess parachute payment.

5.5 Hardship Distribution. Upon the Plan Administrator's determination
(following petition by the Participant) that the Participant has suffered
an Unforeseeable Financial Emergency, the Company shall distribute to the
Participant all or a portion of the Deferral Account balance as determined
by the Plan Administrator, but in no event shall the distribution be
greater than is necessary to relieve the financial hardship.

Article 6
Death Benefits

6.1 Death During Active Service. If the Participant dies while in the
employment of the Company, the Company shall pay to the Beneficiary one
hundred percent (100%) of the Deferral Account balance as of the date of
the Participant's death, as elected by the Participant on the Election
Form.

6.2 Death During Payment of a Benefit. If the Participant dies after any
benefit payments have commenced under this Plan but before receiving all
such payments, the Company shall pay to the Beneficiary the remaining
Deferral Account balance as of the date of the

Participant's death, in a lump sum within thirty (30) days following the
Participant's death.

6.3 Death After Termination of Employment But Before Benefit Payments
Commence. If the Participant is entitled to benefit payments under this
Plan, but dies prior to the commencement of said benefit payments, the
Company shall pay to the Beneficiary the Deferral Account balance as of
the date of the Participant's death, in a lump sum within thirty (30) days
following the Participant's death.

Article 7
Beneficiaries

7.1 Beneficiary. Each Participant shall have the right, at any time, to
designate a Beneficiary(ies) to receive any benefits payable under the
Plan to a beneficiary upon the death of a Participant. The Beneficiary
designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of the Company in which the
Participant participates.

7.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate a Beneficiary by completing and signing the Beneficiary
Designation Form, and delivering it to the Plan Administrator or its
designated agent. If the Participant names someone other than his or her
spouse as a Beneficiary, a spousal consent, in the form designated by the
Plan Administrator, must be signed by that Participant's spouse and
returned to the Plan Administrator. The Participant's beneficiary
designation shall be deemed automatically revoked if the beneficiary
predeceases the Participant or if the Participant names a spouse as
beneficiary and the marriage is subsequently dissolved. A Participant
shall have the right to change a Beneficiary by completing, signing and
otherwise complying with the terms of the Beneficiary Designation Form and
the Plan Administrator's rules and procedures, as in effect from time to
time. Upon the acceptance by the Plan Administrator of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall be
cancelled. The Plan Administrator shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and accepted by the
Plan Administrator prior to the Participant's death.

7.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.

7.4 No Beneficiary Designation. If the Participant dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease the
Participant, then the Participant's spouse shall be the designated
Beneficiary. If the Participant has no surviving spouse, the benefits
shall be made to the personal representative of the Participant's estate.

7.5 Facility of Payment. If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of

handling the disposition of that person's property, the Plan Administrator
may direct payment of such benefit to the guardian, legal representative
or person having the care or custody of such minor, incompetent person or
incapable person. The Plan Administrator may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Any payment of a benefit shall be a payment
for the account of the Participant and the Beneficiary, as the case may
be, and shall be a complete discharge of any liability under the Plan for
such payment amount.

Article 8
General Limitations

8.1 Termination for Cause. Notwithstanding any provision of this Plan to the
contrary, the Company shall not pay any benefit under this Plan that is in
excess of the Participant's Deferrals (i.e., the interest earned on the
Deferral Account) if the Board terminates the Participant's employment
for:

(a) Gross negligence or gross neglect of duties to the Company;

(b) Commission of a felony or of a gross misdemeanor involving moral
turpitude in connection with the Participant's employment with the
Company;

(c) Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the
Participant's employment and resulting in an adverse effect on the
Company; or

(d) If the Participant is subject to a final removal or prohibition
order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act ("FDIA")

Article 9
Administration Of Plan

9.1 Plan Administrator Duties. This Plan shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or
person(s) as the Board shall appoint. The Plan Administrator shall also
have the discretion and authority to (i) make, amend, interpret and
enforce all appropriate rules and regulations for the administration of
this Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan.

9.2 Agents. In the administration of this Plan, the Plan Administrator may
employ agents and delegate to them such administrative duties as it sees
fit, (including acting through a duly appointed representative), and may
from time to time consult with counsel who may be counsel to the Company.

9.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and
the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.

9.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or
failure to act with respect to this Plan, except in the case of willful
misconduct by the Plan Administrator or any of its members.

9.5 Company Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the
Plan Administrator on all matters relating to the Compensation of its
Participants, the date and circumstances of the retirement, Disability,
death or Termination of Employment of its Participants, and such other
pertinent information as the Plan Administrator may reasonably require.

Article 10
Claims and Review Procedures

10.1 Claims Procedure. A Participant or Beneficiary ("claimant") who has not
received benefits under the Plan that he or she believes should be paid
shall make a claim for such benefits as follows:

10.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.

10.1.2 Timing of Company Response. The Company shall respond to such
claimant within 90 days after receiving the claim. If the
Company determines that special circumstances require
additional time for processing the claim, the Company can
extend the response period by an additional 90 days by
notifying the claimant in writing, prior to the end of the
initial 90-day period, that an additional period is required.
The notice of extension must set forth the special
circumstances and the date by which the Company expects to
render its decision.

10.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of
such denial. The Company shall write the notification in a
manner calculated to be understood by the claimant. The
notification shall set forth:

(a) The specific reasons for the denial,

(b) A reference to the specific provisions of the Plan on
which the denial is based,

(c) A description of any additional information or material
necessary for the claimant to perfect the claim and an
explanation of why it is needed,

(d) An explanation of the Plan's review procedures and the
time limits applicable to such procedures, and

(e) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse
benefit determination on review.

10.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:

10.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice
of denial, must file with the Company a written request for
review.

10.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit written comments,
documents, records and other information relating to the
claim. The Company shall also provide the claimant, upon
request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant's
claim for benefits.

10.2.3 Considerations on Review. In considering the review, the
Company shall take into account all materials and information
the claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the
initial benefit determination.

10.2.4 Timing of Company Response. The Company shall respond in
writing to such claimant within 60 days after receiving the
request for review. If the Company determines that special
circumstances require additional time for processing the
claim, the Company can extend the response period by an
additional 60 days by notifying the claimant in writing, prior
to the end of the initial 60-day period, that an additional
period is required. The notice of extension must set forth the
special circumstances and the date by which the Company
expects to render its decision.

10.2.5 Notice of Decision. The Company shall notify the claimant in
writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the
claimant. The notification shall set forth:

(a) The specific reasons for the denial,

(b) A reference to the specific provisions of the Plan on
which the denial is based,

(c) A statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to,
and copies of, all documents, records and other
information relevant (as defined in applicable ERISA
regulations) to the claimant's claim for benefits, and

(d) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).

Article 11
Amendments and Termination

11.1 Termination. The Company reserves the right to terminate the Plan at any
time with respect to any or all of its participating employees, by action
of its Board. Upon the termination of the Plan, the Participation
Agreements of the affected Participants shall terminate and their vested
Deferral Account balances shall be determined (i) as if they had
experienced Early Termination on the date of Plan termination; or (ii) if
Plan termination occurs after a Participant's Normal Retirement Age, then
with respect to that Participant as if he or she had retired on the date
of Plan termination. The Deferral Account balance shall be paid to the
affected Participants in a lump sum within thirty (30) days following such
Plan termination. The termination of the Plan shall not adversely affect
any Participant or Beneficiary who has become entitled to the payment of
any benefits under the Plan as of the date of termination.

11.2 Amendment. The Company may, at any time, amend or modify the Plan in whole
or in part by the action of its Board; provided, however, that: (i) no
amendment or modification shall be effective to decrease or restrict the
value of a Participant's vested Deferral Account balance in existence at
the time the amendment or modification is made, calculated as if the
Participant had experienced Early Termination as of the effective date of
the amendment or modification, or if the amendment or modification occurs
after a Participant's Normal Retirement Age, as if the Participant had
retired as of the effective date of the amendment or modification, and
(ii) no amendment or modification of this Section 11.2 of the Plan shall
be effective. The amendment or modification of the Plan shall not affect
any Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or modification.

11.3 Participation Agreement. Despite the provisions of Sections 11.1 and 11.2
above, if a Participant's Participation Agreement contains benefits or
limitations that are not in this Plan document, the Company may only amend
or terminate such provisions with the consent of the Participant.

Article 12
Miscellaneous

12.1 Binding Effect. This Plan shall bind the Participant and the Company and
their beneficiaries, survivors, executors, administrators and transferees.

12.2 No Guarantee of Employment. This Plan is not a contract for employment. It
does not give the Participant the right to remain an employee of the
Company, nor does it interfere with the Company's right to discharge the
Participant. It also does not require the Participant to remain an
employee nor interfere with the Participant's right to terminate
employment at any time.

12.3 Non-Transferability. Benefits under this Plan cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.

12.4 Tax Withholding. The Company shall withhold any taxes that are required to
be

withheld from the benefits provided under this Plan.

12.5 Applicable Law. The Plan and all rights hereunder shall be governed by the
laws of New Jersey, except to the extent preempted by the laws of the
United States of America.

12.6 Unfunded Arrangement. The Participant and the Beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Plan. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the
Participant's life is a general asset of the Company to which the
Participant and the Beneficiary have no preferred or secured claim.

12.7 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing
company, firm, or person agrees to assume and discharge the obligations of
the Company under this Plan. Upon the occurrence of such event, the term
"Company" as used in this Plan shall be deemed to refer to the successor
or survivor company.

12.8 Entire Agreement. This Plan and the Participant's Participation Agreement
constitute the entire agreement between the Company and the Participant as
to the subject matter hereof. No rights are granted to the Participant by
virtue of (i) this Plan other than those specifically set forth herein; or
(ii) the Participation Agreement other than those specifically set forth
therein.

12.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Plan requires, and the context will permit, the use of the masculine
gender includes the feminine and use of the singular includes the plural

12.10 Alternative Action. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Plan, the Company or Plan Administrator may in its discretion perform such
alternative act as most nearly carries out the intent and purpose of this
Plan and is in the best interests of the Company.

12.11 Headings. Article and section headings are for convenient reference only
and shall not control or affect the meaning or construction of any of its
provisions.

12.12 Validity. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal and invalid provision has never been inserted herein.

12.13 Notice. Any notice or filing required or permitted to be given to the Plan
Administrator under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:

Sussex Bank
------------------------------------
Compensation Committee
Chairman
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399 Route 23
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Franklin, NJ 07416
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Such notice shall be deemed given as of the date of delivery
or, if delivery is made by mail, as of the date shown on the
postmark or the receipt for registration or certification.

Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.

IN WITNESS WHEREOF, the Company has signed this Plan document as of 23rd of
March, 2005.

Company:
SussexBank

By: Joel D. Marvil /s/
------------------------------------
Joel D. Marvil
Title: Chairman - Compensation Committee