THIS TRUST AGREEMENT, effective as of December 20, 2006, is made by and between DNB
FINANCIAL CORPORATION ("Company") and DNB FIRST, NATIONAL ASSOCIATION ("Trustee").
WHEREAS, the Company has a adopted the DNB Financial Corporation Supplemental Executive Retirement
Plan for William S. Latoff (the “Plan”);
WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plan to Mr. Latoff (the
WHEREAS, the Company wishes to establish a trust (the "Trust") and to contribute to the Trust the assets that
shall be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency,
as defined in Section 4, until paid to the Participant in such manner and at such times as specified in the Plan and
this Trust Agreement;
WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not
affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation
for a management or highly compensated employee as described in Sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and
WHEREAS, it is the intention of the Company to make contributions to the Trust to provide a source of funds to
meet its liabilities under the Plan.
NOW THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held
and disposed of as follows:
Section 1. Establishment of Trust.
(a) The Company hereby establishes the Trust with the Trustee, consisting of such sums of money and
other property acceptable to the Trustee as from time to time shall be paid and delivered to and accepted by the
Trustee from the Company (the "Trust Fund"). The Trustee shall have no duty to determine or collect
contributions under the Plan and shall have no responsibility for any property until it is received and accepted by