8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 21, 2008

SUSSEX BANCORP

(Exact name of registrant as specified in its charter)

New Jersey	0-29030	22-3475473
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
200 Munsonhurst Road
Franklin, New Jersey		07416
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code  (973) 827-2914

Item 1.01.  Entry Into a Material Definitive Agreement.

On April 16, 2008, the Registrant and SussexBank, a New Jersey commercial bank and the wholly-owned subsidiary of the Registrant (the “Bank”), adopted a form of Amendment 1 To Director Deferred Compensation Agreement (the “Agreement”) amending certain forms of the existing Agreement between the Bank and certain directors. Except as amended thereby, the Agreement shall remain in full force and effect. The form of amendment is attached as an Exhibit hereto.

On April 16, 2008, the Registrant and SussexBank, a New Jersey commercial bank and the wholly-owned subsidiary of the Registrant (the “Bank”),  adopted Amendment No.2 to the Sussex Bank Executive Incentive and Deferred Compensation Plan (the “Plan”) amending the Plan as applicable. The Plan shall remain in full force and effect. The form of amendment is attached as an Exhibit hereto.

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Item 2.02.  Results of Operations and Financial Condition.

The information in this section, including the information contained in the press release included as Exhibit 99.3 hereto, is being furnished pursuant to this Item 2.02 and shall not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

On April 17, 2008, the Registrant issued a press release announcing its financial results for the first quarter ended March 31, 2008.  A copy of the April 17, 2008 press release is included as Exhibit 99.3 hereto.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Form of Amendment 1 To Director Deferred Compensation Agreement, dated as of April 16, 2008.
99.2	Sussex Bank Executive Incentive and Deferred Compensation Plan Amendment No. 2, dated as of April 16, 2008.
99.3	Press Release dated April 17, 2008 regarding financial results for the first quarter ended March 31, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Sussex Bancorp, has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SUSSEX BANCORP
	(Registrant)
Dated: April 22, 2008	By: /s/  Candace A. Leatham
	CANDACE A. LEATHAM
	Executive Vice President and
	Chief Financial Officer

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EXHIBIT INDEX

CURRENT REPORT ON FORM 8-K

Exhibit No.	Description	Page No.
99.1	Form Amendment 1 To Director Deferred Compensation Agreement, dated as of April 16, 2008	6
99.2	Sussex Bank Executive Incentive and Deferred Compensation Plan, Amendment No. 2, dated as of April 16, 2008	7
99.3	Press release dated April 17, 2008 announcing the Registrant's results for the first quarter ended March 31, 2008.	8-11

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EX-99.1

Exhibit 99.1

AMENDMENT 1 TO DIRECTOR DEFERRED COMPNESATION AGREEMENT

This Amendment Agreement, dated as of April 16, 2008, amends that certain Director Deferred Compensation Agreement dated as of ____, 200_ by and between Sussex Bancorp, a New Jersey bank holding company (the “Company”), Sussex Bank, a state chartered commercial bank located in Franklin, New Jersey (the “Bank”)  and ______________________, (the “Director”).

1.           A new Section 1.22 shall be added and shall read, “1.22 - Stated Payment Date shall mean that date selected by a Participant on their Election Form as the date on which they will receive payment of all Deferrals which are the subject of such Election Form, and all interest paid thereon.”

2.           A new Section 4.9 shall be added and shall read, “4.9 – Payment Upon Stated Date. In connection with any Participant who has, on their Election Form, elected to be paid the amount of a Deferral, and any interest thereon, upon a Stated Payment Date, and in lieu of any other benefit provided for under this Article in connection with the Deferral subject to that Election Form, Company shall pay to the Participant the following benefit:

4.9.1     Amount of Benefit  The benefit under this Section 4.9.1 will be the amount of the Deferral subject to the particular Election Form , and any and all interest accrued thereon.

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

3.           Except as amended hereby, the Director Deferred Compensation Agreement shall remain in full force and effect.

In WITNESS WHEREOF, the parties hereto have signed this amendment as of the _______ day of  April, 2008.

DIRECTOR	SUSSEX BANK
	By:
	Name:	Anthony Abbate
	Title:	Chairman, Compensation Committee

EX-99.2

Exhibit 99.2

SUSSEX BANK EXECUTIVE INCENTIVE

AND DEFERRED COMPENSATION PLAN

AMENDMENT NO. 2

Pursuant to Section 11.2 of the Sussex Bank Executive Incentive And Deferred Compensation Plan (the “Plan”), the following Amendment is hereby adopted and made part of such Plan.

A new Section 1.31 shall be added and shall read, “1.31 - Stated Payment Date shall mean that date selected by a Participant on their Election Form as the date on which they will receive payment of all Deferrals which are the subject of such Election Form, and all interest paid thereon.”

A new Section 5.7 shall be added and shall read, “5.7 – Payment Upon Stated Date. In connection with any Participant who has, on their Election Form, elected to be paid the amount of a Deferral, and any interest thereon, upon a Stated Payment Date, and in lieu of any other benefit provided for under this Article in connection with the Deferral subject to that Election Form, Company shall pay to the Participant the following benefit:

5.7.1     Amount of Benefit  The benefit under this Section 5.7.1 will be the amount of the Deferral subject to the particular Election Form , and any and all interest accrued thereon.

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

In WITNESS WHEREOF, the Company has signed this Plan Amendment as of the 16th day of April, 2008.

SUSSEX BANK
By:	s/Anthony Abbate
Name:	Anthony Abbate
Title:	Chairman, Compensation Committee

EX-99.3

Exhibit 99.3

Sussex Bancorp	Contact:	Donald L. Kovach
399 Route 23		President/CEO
Franklin, NJ  07416		973-827-2914

SUSSEX BANCORP ANNOUNCES FIRST QUARTER 2008 EARNINGS

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FRANKLIN, NEW JERSEY – April 17, 2008– Sussex Bancorp (NASDAQ: “SBBX”) today announced its financial results for the first quarter ended March 31, 2008.

For the quarter ended March 31, 2008, the Company earned net income of $637,000, a decrease of approximately 12.0 percent from net income of $724,000 for the first quarter of 2007.   Basic earnings per share for the two periods were $0.21 and $0.23, respectively.  Diluted earnings per share were $0.20 and $0.23 for the first quarter of 2008 and 2007, respectively.  The Company’s first quarter 2008 performance reflects increases in net interest income and non-interest income, offset by increased provision for loan losses and non-interest expense.

The Company’s net interest income increased $42 thousand, to $2.9 million for the quarter ended March 31, 2008 from $2.8 million for the first quarter of 2007. The Company’s interest income increased $204 thousand, or 3.8%, to $5.6 million for the three months ended March 31, 2008 from $5.4 million for the first quarter of 2007. However, the Company’s interest expense increased $162 thousand, or 6.4%, to $2.7 million for the first quarter of 2008 from $2.5 million for the first quarter of 2007.  The increase in interest expense reflects the continued competitive marketplace for cost effective deposits in the Company’s trade area, as well as an increase in the Company’s outstanding junior subordinated debentures related to the Company’s trust preferred securities. The Company’s outstanding junior subordinated debentures increased from $5.2 million at March 31, 2007 to $12.9 million at March 31, 2008. The Company believes that additional trust preferred securities have provided a cost efficient funding source for the continued growth in the Company’s loan portfolio.

The Company’s non-interest income increased to $1.7 million for the quarter ended March 31, 2008 from $1.6 million for the first quarter of 2007.  The increase in non-interest income is attributable to holding gains on trading securities, gains on sales of securities and increases in service fees on deposit accounts and ATM fees.  The Company’s non-interest expense increased to $3.5 million for the quarter ended March 31, 2008 from $3.2 million for the first quarter of 2007.  Salary and employee benefits increased by $97 thousand, occupancy expense increased $45 thousand attributable to increases in fuel costs, furniture, fixtures and equipment and data processing increased $35 thousand and FDIC insurance increased $86 thousand.

The Company’s total deposits increased to $319.2 million at March 31, 2008 from $293.9 million at March 31, 2007. The Company’s gross loans, net of unearned income increased $31.7 million to $302.4 million at March 31, 2008 from $270.7 million at March 31, 2007.  At March 31, 2008 the Company had total assets of $405.5 million, compared to total assets of $357.2 million at March 31, 2007.   The loan loss provision for the first quarter of 2008 was $173 thousand compared to $108 thousand for the same period last year.

Sussex Bancorp also announced that its Board of Directors declared a cash dividend of $0.07 per share, payable on May 15, 2008 to shareholders of record as of May 1, 2008.

Sussex Bancorp is the holding company for Sussex Bank, which operates through its main office in Franklin, New Jersey and branch offices in Andover, Augusta, Newton, Montague, Sparta, Vernon and Wantage, New Jersey, Port Jervis and Warwick, New York and for the Tri-State Insurance Agency, Inc., a full service insurance agency located in Sussex County, New Jersey.

SUSSEX BANCORP
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
(Unaudited)
ASSETS	March 31, 2008		March 31, 2007		December 31, 2007
Cash and due from banks	$	11,934	$	7,783	$	7,985
Federal funds sold		10,350		2,665		3,790
Cash and cash equivalents		22,284		10,448		11,775
Interest bearing time deposits with other banks		100		100		100
Trading securities		13,834		13,476		14,259
Securities available for sale		48,997		44,945		48,397
Federal Home Loan Bank Stock, at cost		2,077		1,277		2,032
Loans receivable, net of unearned income		302,402		270,740		300,646
Less:  allowance for loan losses		5,309		3,428		5,140
Net loans receivable		297,093		267,312		295,506
Premises and equipment, net		8,941		8,172		9,112
Accrued interest receivable		1,944		1,685		2,035
Goodwill		2,820		2,820		2,820
Other assets		7,435		7,017		7,496
Total Assets	$	405,525	$	357,252	$	393,532
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	42,621	$	37,215	$	36,625
Interest bearing		276,626		256,696		271,913
Total Deposits		319,247		293,911		308,538
Borrowings		36,187		20,239		35,200
Accrued interest payable and other liabilities		2,336		2,708		2,467
Junior subordinated debentures		12,887		5,155		12,887
Total Liabilities		370,657		322,013		359,092
Total Stockholders' Equity		34,868		35,239		34,440
Total Liabilities and Stockholders' Equity	$	405,525	$	357,252	$	393,532

SUSSEX BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands)
(Unaudited)
	Three Months Ended March 31,
	2008		2007
INTEREST INCOME
Loans receivable, including fees	$	4,811	$	4,653
Securities:
Taxable		524		396
Tax-exempt		236		250
Federal funds sold		24		92
Interest bearing deposits		1		1
Total Interest Income		5,596		5,392
INTEREST EXPENSE
Deposits		2,130		2,208
Borrowings		382		222
Junior subordinated debentures		193		113
Total Interest Expense		2,705		2,543
Net Interest Income		2,891		2,849
PROVISION FOR LOAN LOSSES		173		108
Net Interest Income after Provision for Loan Losses		2,718		2,741
OTHER INCOME
Service fees on deposit accounts		351		319
ATM fees		105		87
Insurance commissions and fees		743		854
Investment brokerage fees		47		157
Holding gains on trading securities		217		46
Gain on sale of securities, available for sale		84		-
Other		132		123
Total Other Income		1,679		1,586
OTHER EXPENSES
Salaries and employee benefits		1,879		1,782
Occupancy, net		358		313
Furniture, equipment and data processing		373		338
Stationary and supplies		43		46
Professional fees		109		139
Advertising and promotion		126		104
Insurance		38		46
Postage and freight		38		40
Amortization of intangible assets		15		37
Other		494		395
Total Other Expenses		3,473		3,240
Income before Income Taxes		924		1,087
PROVISION FOR INCOME TAXES		287		363
Net Income	$	637	$	724

SUSSEX BANCORP
COMPARATIVE AVERAGE BALANCES AND AVERAGE INTEREST RATES
(Unaudited)
	Three Months Ended March 31,
(Dollars in thousands)	2008								2007
	Average					Average			Average					Average
Interest earning assets:	Balance			Interest (1)		Rate (2)			Balance			Interest (1)		Rate (2)
Securities:
Tax exempt  (3)	$	22,643		$	352		6.25	%	$	23,640		$	328		5.63	%
Taxable		40,389			524		5.22	%		34,149			396		4.70	%
Total securities		63,032			876		5.59	%		57,789			724		5.08	%
Total loans receivable (4)		300,024			4,811		6.45	%		266,252			4,653		7.09	%
Other interest-earning assets		2,941			25		3.42	%		6,819			93		5.53	%
Total interest earning assets		365,997		$	5,712		6.28	%		330,860		$	5,470		6.70	%
Non-interest earning assets		29,437								27,298
Allowance for loan losses		(5,226	)							(3,385	)
Total Assets	$	390,208							$	354,773
Interest bearing liabilities:
Interest bearing deposits:
NOW	$	59,235		$	244		1.66	%	$	57,140		$	314		2.23	%
Money market		32,716			215		2.65	%		35,400			343		3.92	%
Savings		38,504			112		1.17	%		39,884			90		0.91	%
Time		136,092			1,559		4.61	%		124,130			1,462		4.78	%
Total interest bearing deposits		266,547			2,130		3.21	%		256,554			2,208		3.49	%
Borrowed funds		35,650			382		4.24	%		18,777			222		4.72	%
Junior subordinated debentures		12,887			193		5.91	%		5,155			113		8.74	%
Total interest bearing liabilities		315,084		$	2,705		3.45	%		280,486		$	2,543		3.68	%
Non-interest bearing liabilities:
Demand deposits		38,653								37,294
Other liabilities		1,844								2,159
Total non-interest bearing liabilities		40,497								39,453
Stockholders' equity		34,627								34,834
Total Liabilities and Stockholders' Equity	$	390,208							$	354,773
Net Interest Income and Margin (5)				$	3,007		3.30	%				$	2,927		3.59	%
(1) Includes loan fee income
(2) Average rates on securities are calculated on amortized costs
(3) Full taxable equivalent basis, using a 39% effective tax rate and adjusted for TEFRA (Tax and Equity Fiscal Responsibility Act) interest expense disallowance
(4) Loans outstanding include non-accrual loans
(5) Represents the difference between interest earned and interest paid, divided by average total interest-earning assets