DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
DNB FINANCIAL CORPORATION
(Effective October 1, 2006)
The purpose of this DCP is to provide each Eligible Director with the opportunity to select the
timing of receipt of his or her Compensation. This DCP has been adopted by the Board pursuant to the DNB
Financial Corporation Incentive Equity and Deferred Compensation Plan to partially implement Article IX
thereof, and shall be considered a part of such Plan and subject to the pertinent terms and provisions thereof.
Each Eligible Director shall be eligible to participate in this DCP.
The words and phrases set forth below shall have the meanings indicated, unless the context
requires a different meaning. Each capitalized term or phrase used in this DCP but not defined in this Section 3
shall have the same meaning as the definition of such term or phrase set forth in the DNB Financial Corporation
Incentive Equity and Deferred Compensation Plan.
“Beneficiary” shall mean the person(s) designated to receive the balance of an Eligible
Director’s Deferred Account upon the death of the Eligible Director. A Beneficiary may only be a natural person,
a trust, or an entity that is tax-exempt under Section 501(c)(3) of the Code.
“Company” shall mean DNB Financial Corporation.
“Compensation” shall mean the compensation payable by the Company, either in cash
or pursuant to an Award of Shares, to an Eligible Director for his or her services as a member of the Board and
“DCP” shall mean the Deferred Compensation Plan for Directors of DNB Financial
Corporation, as set forth herein and as may be amended from time to time.
“Effective Date” shall mean October 1, 2006, the effective date of this DCP.
“Election” shall mean the written election by an Eligible Director, pursuant to Section 4,
below, to de