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                                                                  Exhibit 10(af)

                      THE NATIONAL BANK OF SUSSEX COUNTY
                         SALARY CONTINUATION AGREEMENT


     THIS AGREEMENT ("Agreement") is made as of this 17th day of December, 1996,
by and between THE NATIONAL BANK OF SUSSEX COUNTY (the "Bank"), and Robert A.
Vandenbergh (the "Executive").

                             W I T N E S S E T H:

     WHEREAS, the Executive is employed by the Bank; and

     WHEREAS, the Bank is a wholly-owned subsidiary of High Point Financial
Corp.;

     WHEREAS, the Bank recognizes the valuable services heretofore performed for
it by such Executive and wishes to encourage continued employment; and

     WHEREAS, the Bank and the Executive wish to provide the terms and
conditions upon which the Bank will pay such additional compensation to the
Executive after retirement or other termination of employment and/or death
benefits to his beneficiary after death; and

     WHEREAS, the Bank and the Executive intend this Agreement to be considered
an unfunded arrangement maintained primarily to provide retirement income for
such Executive, who is a member of a select group of management or highly
compensated employees of the Bank, for tax purposes and for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
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     NOW, THEREFORE, in consideration of the premises and mutual promises herein
contained, the Bank and the Executive agree as follows:

                                       

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ARTICLE 1.

                                  DEFINITIONS

     1.1  Definitions.  Except where the context clearly indicates otherwise,
the following words and terms shall have the following meanings for purposes of
this Agreement:

          1.1.1  "Bank" means The National Bank of Sussex County and its
successors.

          1.1.2  "Benefit Percentage" means 72%.

          1.1.3  "Board" means the Board of Directors of the Bank.

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

          1.1.5  "Company" means High Point Financial Corp. and its successors.

          1.1.6  "Disability" means, if the Executive is covered by a Bank-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period.  If the Executive is not covered by
such a policy, Disability means the Executive suffering a sickness, accident or
injury which, in the judgment of a physician satisfactory to the Bank, prevents
the Executive from performing substantially all of the Executive's normal duties
for the Bank.  As a condition to any benefits under this Agreement, the Bank may
require from time to time the Executive to submit to such physical or mental
evaluations and tests as the Board of Directors deems appropriate.

                                       

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          1.1.7  "Early Retirement Date" means the date on which the Executive
attains age 62 and completes 12 Years of Service.

          1.1.8  "Final Pay" means the numerical average of the sum of
(i)+(ii)+(iii);

          where (i) is the total annual base salary payable to the Executive at
the rate in effect on the day prior to the Executive's Termination of
Employment, and

          where (ii) is the total annual base salary paid to the Executive for
the first full calendar year immediately prior to the calendar year in which the
Executive's Termination of Employment becomes effective as reported on the
Executive's Form W-2 for such full calendar year; provided, however, such total
annual base salary shall be reduced by any amount attributable to fringe
benefits, reimbursements and expenses which are required to be reported as
taxable income on the Executive's W-2 for such full calendar year, such as
personal use of a corporate vehicle, and

          where (iii) is the total annual base salary paid to the Executive for
the second full calendar year preceding to the calendar year in which the
Executive's Termination of Employment becomes effective as reported on the
Executive's Form W-2 for such full calendar year; provided, however, such total
annual base salary shall be reduced by an amount attributable to fringe
benefits, reimbursements and expenses which are required to be reported as
taxable income on the Executive's W-2 for such full calendar year, such as
personal use of a corporate vehicle.

                                       

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          Final Pay as determined above shall not be reduced for any salary
reduction contributions made:  (i) to cash or deferred arrangements under
Section 401(k) of the Code sponsored by the Bank; (ii) to a cafeteria plan under
Section 125 of the Code sponsored by the Bank; or (iii) to a deferred
compensation plan that is not qualified under Section 401(a) of the Code
sponsored by the Bank.  Final Pay shall not be increased by any bonuses,
reimbursed expenses, credits or benefits under any plan of deferred compensation
to which the Bank contributes, or any additional cash compensation or
compensation payable in a form other than cash.

          1.1.9     "Normal Retirement Date" means the date on which the
Executive attains age 65 and completes 12 Years of Service.

          1.1.10    "Plan Year" means the calendar year.

          1.1.11    "Termination of Employment" means the Executive's ceasing to
be actively employed by the Bank for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.

          1.1.12    "Year of Service" means the computation period of twelve
consecutive months during which the Executive is employed on a full-time basis
by the Bank, inclusive of any approved leaves of absence.  The initial
computation period shall begin on the Executive's date of hire and thereafter
the computation period shall shift to the Plan Year which includes the
anniversary of the date on which the Executive was first hired.

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          1.1.13    "Change of Control" means any of the following events:

          (i)   a reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company or the Bank, or a similar
transaction in which the Company or the Bank is not the resulting entity; or

          (ii)  individuals who constitute the Incumbent Board (as herein
defined) of the Company or the Bank cease for any reason to constitute a
majority thereof; or

          (iii) a change of control within the meaning of 12 C.F.R. 225.42; or

          (iv)  an event occurs of a nature that would be required to be
reported in response to Item 1 of the current report on the Company's Form 8-K,
as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); or

          (v)   without limitation, a change in control shall be deemed to have
occurred at such time as any "person" (as the term is used in Section 13(d) and
14(d) of the Exchange Act) other than the Company or the trustees of the Company
sponsored employee stock ownership plan and trust or any other employee benefit
plan of the Company or the Bank established from time to time is or becomes a
"beneficial owner" (as defined in Rule 13-d under the Exchange Act) directly or
indirectly, of securities of the Company representing 25% or more of the
Company's outstanding securities ordinarily having the right to vote at the
election of the Board of Directors of the Company; or

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        (vi) a proxy statement soliciting proxies from stockholders of the
Company is distributed by someone other than the current management of the
Company, seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to the plan or transaction are exchanged or converted
into cash or property or securities not issued by the Company.

          For purposes of this Section, "Incumbent Board" means the Board of
Directors of the Company on the date hereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarter of the directors comprising the Incumbent Board, or whose
nomination for election by members or stockholders was approved by the same
nominating committee serving under an Incumbent Board, shall be considered as
though he were a member of the Incumbent Board.

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ARTICLE 2.

                               LIFETIME BENEFITS

     2.1  Normal Retirement Benefit.  If the Executive terminates employment on
or after the Normal Retirement Date for any reason, the Bank shall pay to the
Executive the benefit described in this Section 2.1.

          2.1.1  Amount of Benefit.  The benefit under this Section 2.1 is one-
twelfth of the Executive's Final Pay multiplied by the Benefit Percentage which
product is reduced by the amounts computed under 2.1.1.1, 2.1.1.2 and 2.1.1.3
below:

          2.1.1.1  Social Security Benefits.  One-half (1/2) of the monthly
unreduced primary (not family) retirement benefits under the United States
Social Security Act that the Executive would be eligible for if an application
for such benefits were made as of the Executive's 65th birthday, assuming the
Executive had earnings at or above the maximum contribution and benefit base
under Section 230 of the United States Social Security Act for his working
career (For purposes of this Section 2.1.1.1, if Executive's Termination of
Employment under this Agreement occurs prior to Executive's attainment of age 65
the calculation of the Social Security benefit under this Section 2.1.1.1 shall
be based on the maximum social security benefit payable to an age 65 fully
insured individual as of the date of the Executive's Termination of Employment,
increased by 3% per year to the date the Executive would have attained age 65);
and

          2.1.1.2  Company's Qualified Employee Stock Ownership Plan Benefits.
The monthly straight life annuity 

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benefit the Executive would be entitled to receive under the Company's qualified
Employee Stock Ownership Plan determined by the number of shares due the
Executive multiplied by the average market bid price of the shares during the
last ten trading days, as reported by the weekly activity report from the
National Quotation Bureau Incorporated or such similar reporting service, prior
to the Executive's Termination of Employment assuming a single life expectancy
based on the Executive's then current age using the table published in treasury
regulation 1.72-9, Table V and further assuming an interest rate of 7.0%; and

          2.1.1.3  Company's Qualified 401(k) Plan Benefits.  The monthly
straight life annuity benefit the Executive would be entitled to receive under
the Company's qualified 401(k) Plan determined by the value accumulated as of
the Executive's Termination of Employment related to the Company's matching
funds only and not to the total value of the Executive's 401(k) entitlement
assuming a single life expectancy based on the Executive's then current age
using the chart published in treasury regulation 1.72-9, Table V and assuming an
interest rate of 7.0%.

          2.1.2  Payment of Benefit.  The Bank shall pay the benefit determined
under this Section 2.1 to the Executive on the first day of each month
commencing with the month following the Executive's Termination of Employment on
or after the Normal Retirement Date and continuing until the later of (i) the
Executive's death or (ii) the date on which the Bank has made 179 additional
monthly payments as provided under this Article.

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          2.1.3  Benefit Increases.  Commencing on the first anniversary of the
first benefit payment, and continuing on each subsequent anniversary, the
benefit shall be increased by the percentage increase in the Consumer Price
Index for the calendar year ending immediately prior to said anniversary date
for the same period with a minimum annual increase of 3% and a maximum annual
increase of 5%.

     2.2  Early Retirement Benefit.  If the Executive terminates employment
after the Early Retirement Date but before the Normal Retirement Date, and for
reasons other than death or Disability, the Bank shall pay to the Executive the
benefit described in this Section 2.2.

          2.2.1  Amount of Benefit.  The benefit under this Section 2.2 is the
benefit calculated under Section 2.1.1 as if the date of the Executive's
Termination of Employment were the Executive's Normal Retirement Date,
multiplied by a fraction, the numerator of which is the Executive's actual Years
of Service and the denominator is the Executive's Years of Service determined as
if the Executive had continued employment to the Normal Retirement Date.

          2.2.2  Payment of Benefit.  The Bank shall pay the benefit under this
Section 2.2 to the Executive on the first day of each month commencing with the
month following the Executive's Termination of Employment and continuing until
the later of (i) the Executive's death or (ii) the date on which the Bank has
made 179 additional monthly payments as provided under this Article.

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          2.2.3  Benefit Increases.  Benefit payments determined under this
Section 2.2 shall be increased as provided in Section 2.1.3.

     2.3  Disability Benefit.  If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Bank shall pay to the
Executive the benefit described in this Section 2.3.

          2.3.1  Amount of Benefit.  The benefit under this Section 2.3 is the
Normal Retirement Benefit calculated under Section 2.1.1 as if the date of the
Executive's Termination of Employment were the Executive's Normal Retirement
Date, multiplied by a fraction, the numerator of which is the Executive's actual
Years of Service and the denominator is the Executive's Years of Service
determined as if the Executive had continued employment to the Normal Retirement
Date.

          2.3.2  Payment of Benefit.  The Bank shall pay the benefit under this
Section 2.3 to the Executive on the first day of each month commencing with the
month following the Executive's Termination of Employment, or later if Section
2.3.4 applies, and continuing until the earlier of (a) the Executive's recovery
from the Disability or (b) the later of (i) the Executive's death or (ii) the
date on which the Bank has made 179 additional monthly payments as provided for
under this Agreement.

          2.3.3  Benefit Increases.  Benefit payments determined under this
Section 2.3 shall be increased as provided in Section 2.1.3.

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          2.3.4  Deferment of Payments.  To the extent that the Executive is
covered under the Bank's Wage Continuation Plan (which is in effect on the date
benefit payments are to commence under this Agreement) and Executive receives
payments under such Plan, the payments due under this Section 2.3 will be
deferred until all payments due Executive under the Wage Continuation Plan have
been made.  Such deferral of benefits does not reduce the number of payments to
be made under this Section 2.3.

     2.4  Change of Control Benefits.  If the Executive is in the active service
of the Bank and terminates employment, voluntarily or involuntarily, other than
on account of death, disability, or retirement within the six (6) month period
immediately preceding a Change in Control or at any time after a Change in
Control, the Bank shall pay to the Executive the benefit described in this
Section 2.4 in lieu of any other benefit under this Agreement.  For purposes of
this Section 2.4, the Executive shall have the right for a period of twelve (12)
months following a Change of Control to elect to voluntarily terminate his
employment with the Bank in the event Executive is reassigned to a position of
lesser rank or status than that held prior to the Change of Control, or the
Executive's principal place of employment is relocated by more than thirty (30)
miles from its location prior to the Change of Control, or Executive's annual
compensation is reduced, or if there is a material reduction in other benefits
below what they were prior to the Change of Control, and in such event,
Executive shall be treated as if his employment had been involuntarily
terminated and not "For Cause," as defined in Section 5.1 hereof, 

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and shall be entitled to receive the benefits provided for under this Section
2.4.

          2.4.1  Amount of Benefit. The benefit under this Section 2.4 is the
benefit calculated under Section 2.1.1 as if the date of the Executive's
Termination of Employment were the Executive's Normal Retirement Date,
multiplied by a fraction. The numerator of the fraction is the Executive's
actual Years of Service and the denominator of the fraction is the Executive's
Years of Service determined as if the Executive continued employment to the
Normal Retirement Date.

          2.4.2  Payment of Benefit. The Bank shall pay the benefit to the
Executive on the first day of each month commencing with the month following the
Executive's Termination of Employment after the Change of Control and continuing
until the later of (i) the Executive's death or (ii) the date on which the Bank
has made 179 additional monthly payments as provided for under this Agreement.

          2.4.3  Benefit Increases. Benefit payments shall be increased as
provided in Section 2.1.3.

     2.5  Early Termination Benefit. If the Executive terminates employment
before his Early Retirement Date for reasons other than death, Disability or
Change of Control, the Bank shall pay to the Executive the benefit described in
this Section 2.5.

          2.5.1  Amount of Benefit. The benefit under this Section 2.5 is the
benefit calculated under Section 2.1.1 as if the date of the Executive's
Termination of Employment were the Executive's Normal Retirement Date,
multiplied by a fraction, the 

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numerator of which is the Executive's actual Years of Service and the
denominator is the Executive's Years of Service determined as if the Executive
had continued employment to his Normal Retirement Date.

          2.5.2  Payment of Benefit. The Bank shall pay the benefit under this
Section 2.5 to the Executive on the first day of each month commencing with the
month following the Executive's attaining age sixty-five (65) and continuing
until 179 additional monthly payments have been made. If the Executive
terminates employment before his Early Retirement Date for reasons other than
Disability or Change of Control and dies prior to attaining age sixty-five, the
Bank shall pay the benefit under this Section 2.5 to the Executive's named
beneficiary under this Agreement on the first day of each month commencing with
the month following the Executive's death and continuing until 179 additional
monthly payments have been made.

          2.5.3  Benefit Increases. Benefit payments determined under this
Section 2.5 shall be increased as provided in Section 2.1.3.

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ARTICLE 3.

                                DEATH BENEFITS

     3.1  Death During Active Service. If the Executive dies while in the active
service of the Bank, the Bank shall pay to the Executive's beneficiary or
beneficiaries, or his estate, as the case may be, the benefit described in this
Section 3.1.

          3.1.1  Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Executive under Section 2.1
calculated as if the date of the Executive's death were the Normal Retirement
Date.

          3.1.2  Payment of Benefit. The Bank shall pay the benefit to the
Beneficiary on the first day of each month commencing with the month following
the Executive's death and continuing until the Bank has made 179 additional
monthly payments to the Executive's beneficiary.

          3.1.3  Benefit Increases. Benefit payments shall be increased as
provided in Section 2.1.3.

     3.2  Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.

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ARTICLE 4.

                                 BENEFICIARIES

     4.1  Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Bank. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Bank during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive's estate.

     4.2  Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Bank may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor incompetent
person or incapable person. The Bank may require proof of incompetence, minority
or guardianship as it may deem appropriate prior to distribution of the benefit.
Such distribution shall completely discharge the Bank from all liability with
respect to such benefit.

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ARTICLE 5.

                              GENERAL LIMITATIONS

     5.1  Termination For Cause. Notwithstanding any other provision of this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement if the Bank terminates the Executive's employment "For Cause." For
purposes of this Agreement, termination "For Cause" shall mean termination of
the Executive's employment because of the following:

          5.1.1  Executive's gross negligence or gross neglect of duties; or

          5.1.2  Executive's conviction of a felony or of a gross misdemeanor
involving moral turpitude; or

          5.1.3  Executive's personal dishonesty, fraud, incompetence, willful
violation of any significant Bank policy committed in connection with the
Executive's employment and resulting in an adverse effect on the Bank, any
breach of fiduciary duty involving personal profit, willful violation of any
law, rule, regulation (other than traffic violations or similar offenses) or
final cease and desist order, or any material breach of any material provision
of this Agreement. In determining incompetence, the acts or omissions shall be
measured against standards generally prevailing in the banking industry.
Notwithstanding the foregoing provisions of this Section 5.1, Executive shall
not be deemed to have been terminated "For Cause" unless and until there shall
have been delivered to him a copy of a resolution duly adopted by the
affirmative vote of not less than three-fourths of the members of the Board at a
meeting of 

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the Board called and held for that purpose (after reasonable notice to Executive
and an opportunity for him, together with counsel, to be heard before the
Board), finding that in the good faith opinion of the Board, Executive was
guilty of conduct justifying termination "For Cause" and specifying the
particulars thereof in detail. The Executive shall not have the right to receive
any benefits under this Agreement for any period after termination For Cause.

     5.2  Suicide or Misstatement. No benefits shall be payable if the Executive
commits suicide within two years after the date of this Agreement, or if the
Executive has made any material misstatement of fact on any application for life
insurance purchased by the Bank.

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ARTICLE 6.

                         CLAIMS AND REVIEW PROCEDURES

     6.1  Claims Procedure. The Bank shall notify the Executive or Executive's
beneficiary in writing, within ninety (90) days of his written application for
benefits of his eligibility or ineligibility for benefits under the Agreement.
If the Bank determines that the Executive or his beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (i) the specific reasons
for such denial, (ii) a specific reference to the provisions of the Agreement on
which the denial is based, (iii) a description of any additional information or
material necessary for the claimant to perfect his claim, and a description of
why it is needed, and (iv) an explanation of the Agreement's claims review
procedure and other appropriate information as to the steps to be taken if the
Executive or his beneficiary wishes to have the claim reviewed. If the Bank
determines that there are special circumstances requiring additional time to
make a decision, the Bank shall notify the Executive or his beneficiary of the
special circumstances and the date by which a decision is expected to be made
and may extend the time for up to an additional ninety-day period.

     6.2  Review Procedure.  If the Executive or his beneficiary is determined
by the Bank not to be eligible for benefits, or if the Executive or his
beneficiary believes that he is entitled to greater or different benefits, the
Executive or his beneficiary shall have the opportunity to have such claim
reviewed by the Bank by filing a petition for review with the Bank within sixty
(60) days after receipt of the notice issued by the Bank.  Said petition shall
state the specific reasons which the Executive or his beneficiary believes
entitle him to benefits or to greater or different benefits.  Within sixty 

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(60) days after receipt by the Bank of the petition, the Bank shall afford the
Executive or his beneficiary (and counsel, if any) an opportunity to present his
position to the Bank orally or in writing, and the Executive or his beneficiary
(or counsel) shall have the right to review the pertinent documents. The Bank
shall notify the Executive or his beneficiary of its decision in writing within
the sixty-day period, stating specifically the basis of its decision, and the
specific provisions of the Agreement on which the decision is based. If, because
of the need for a hearing, the sixty-day period is not sufficient, the decision
may be deferred for up to another sixty-day period at the election of the Bank,
but notice of this deferral shall be given to the Executive or his beneficiary.

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ARTICLE 7.

                          AMENDMENTS AND TERMINATION

     7.1  Generally. (a) This Agreement may not be modified, amended or
terminated except by an instrument in writing signed by the Bank and the
Executive. Notwithstanding the foregoing, the Bank may, at any time in its sole
and absolute discretion, accelerate the payment of full benefits under the Plan
to Executive or his beneficiary. If such payment of full benefits is
accelerated, the computation of a single sum to be paid will be determined as
follows: i) the monthly benefit, if not already determined, will be determined
under the appropriate paragraph of Article 2 herein, ii) the single sum benefit
will be determined by computing the present value of the projected stream of
benefit payments using a discount rate of six percent (6.00%), iii) the single
sum benefit will be determined by computing the present value of the projected
stream of benefit payments using an expected life of the Executive as determined
by the table published in Treasury Regulation 1.72-9, Table V or, if are to be
made to the Executive's beneficiary, for the remaining months of payments to be
made under this Agreement, and iv) the calculation will assume an annual benefit
increase of four percent (4.00%).

          (b)  No term or condition of this Agreement shall be deemed to have
been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each 

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such waiver shall operate only as to the specific term or condition waived and
shall not constitute a waiver of such term or condition for the future or as to
any act other than that specifically waived.

     7.2  Exception. Notwithstanding the provisions of Section 7.1, any and all
provisions contained herein shall be consistent and comply with applicable laws
and regulations enacted or promulgated both before and after the execution of
this Agreement. To the extent that any such provision in this Agreement is
inconsistent or in noncompliance with applicable laws or regulations, that part
which is inconsistent or in noncompliance shall be deemed void. The invalidity
or unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

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ARTICLE 8.

                                 MISCELLANEOUS

     8.1  Binding Effect. This Agreement shall bind the Bank, Executive and
their beneficiaries, survivors, executors, administrators, transferees, and
successors. The Bank and the Company shall require any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to
all or substantially all the business or assets of the Bank, or the Company,
expressly and unconditionally to assume and agree to perform the Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such succession or assignment had
taken place.

     8.2  No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Bank, nor does it interfere with the Bank's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

     8.3  Non-Transferability. Neither the Executive nor any beneficiary under
this Agreement shall have any power or right to transfer, assign, anticipate,
hypothecate, mortgage, commute, modify or otherwise encumber in advance any of
the benefits payable hereunder, nor shall any of said benefits be subject to
seizure for the payment of any debts, judgments, alimony or separate maintenance
owed by the Executive or his beneficiary, nor be transferable by operation of
law in the event of 

                                       23
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bankruptcy, insolvency or otherwise. In the event the Executive or any
beneficiary attempts assignment, communication, hypothecation, transfer or
disposal of the benefits hereunder, the Bank's obligations hereunder shall
forthwith cease and terminate.


        8.4     Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

        8.5     Applicable Law. This Agreement and all rights hereunder shall be
governed by and construed according to the laws of New Jersey, except to the
extent preempted by the laws of the United States of America.

        8.6     Unfunded Arrangement. The Executive and his beneficiary are
general unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank 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 Executive's life is a general
asset of the Bank to which the Executive and beneficiary have no preferred or
secured claim.

        8.7     Entire Agreement. This Agreement constitutes the entire general
agreement between the Bank and the Executive as to the subject matter hereof. No
rights are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

        8.8     Administration. The Bank shall have powers which are necessary
to administer this Agreement, including but not limited to:

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         8.8.1   Interpreting the provisions of the Agreement;

         8.8.2   Establishing and revising the method of accounting for the
                 Agreement.

         8.8.3   Maintaining a record of benefit payments; and

         8.8.4   Establishing rules and prescribing any forms necessary or
                 desirable to administer the Agreement.

         8.8.5   No Fiduciary Relationship. Neither this Agreement, nor any
action taken by the Board or the Bank, shall create or be deemed to create a
trust or fiduciary relationship of any kind between the Company or the Bank and
the Executive or his beneficiary, or any other person.

         8.8.6   Gender and Number. References to the male gender shall include
the female gender unless the context requires otherwise. Words importing the
singular number shall include the plural and vice versa.                

         8.8.7   Titles and Headings. The titles to articles and headings of
sections of this Agreement are for convenience of reference and, in case of any
conflict, the text of the Agreement, rather than such titles and headings, shall
control .

        8.9     Payment of Legal Fees. All reasonable legal fees paid or
incurred by Executive or his beneficiaries pursuant to any dispute or question
of interpretation or amount of benefits relating to this Agreement shall be paid
or reimbursed by the 

                                       25
<PAGE>
 
Bank if the Executive or his beneficiaries are successful on the merits pursuant
to a legal judgment, arbitration or settlement.

         8.10     Severability. If, for any reason, any provision of this
Agreement, or any part of any provision, is held invalid, such invalidity shall
not affect any other provision of this Agreement or any part of such provision
not held so invalid, and each such other provision and part thereof shall to the
full extent consistent with law continue in full force and effect.

        IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer
have signed this Agreement as of the date first written above.

EXECUTIVE                          BANK

                                   The National Bank of Sussex County



\Robert A. Vandenbergh             By: /s/ Charles L. Lain  
                                      ---------------------
                                   Name:  Charles L. Lain
                                   Title: Chairman of the Board




                                   AGREED AND CONSENTED TO:

                                   HIGH POINT FINANCIAL CORP.



                                   By: /s/ Charles L. Tice  
                                       ----------------------
                                   Name:  Charles L. Tice
                                   Title: Chairman of the Board

                                       26