DNB FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
1.1 GENERAL. The purpose of this DNB Financial Corporation Incentive Equity and Deferred Compensation
Plan (the "Plan") is to promote the success and enhance the value of DNB Financial Corporation (the
"Company") by linking the personal interests of directors, employees, officers and executives of the Company
and its subsidiaries to those of Company shareholders and by providing such individuals with an incentive for
outstanding performance in order to generate superior returns to shareholders of the Company. The Plan is
further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of
directors, employees, officers, and executives upon whose judgment, interest, and special effort the successful
conduct of the Company's operation is largely dependent. For purposes of this Plan, "Company" shall be deemed
to include direct and indirect subsidiaries of DNB Financial Corporation, unless the context requires otherwise.
2.1 EFFECTIVE DATE. The Plan will be effective as of the date it is approved by the Board of Directors of
DNB Financial Corporation (the "Effective Date").
DEFINITIONS AND CONSTRUCTION
3.1 DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word
or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required by the context. The following
words and phrases shall have the following meanings:
(a) "Award" means any Stock Appreciation Right, Restricted Stock Award or Unrestricted Stock Award
granted to a Participant under the Plan.
(b) "Award Agreement" means a writing, in such form as the Committee in its discretion shall prescribe,
evidencing an Award.
(c) "Bank" means DNB First, Nationa