DNB FINANCIAL CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WILLIAM S. LATOFF
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 2007
TABLE OF CONTENTS
ARTICLE I. PURPOSE
ARTICLE II. DEFINITIONS
ARTICLE III. ALLOCATION OF DEFERRED COMPENSATION
ARTICLE IV. VESTING
ARTICLE V. ENTITLEMENT TO DEFERRED COMPENSATION
ARTICLE VI. FUNDING OF DEFERRED COMPENSATION
ARTICLE VII. DESIGNATION OF BENEFICIARIES
ARTICLE VIII. ADMINISTRATION
ARTICLE IX. AMENDMENT
ARTICLE X. MISCELLANEOUS
APPENDIX A DESIGNATION OF BENEFICIARY
The primary purpose of this Plan is to provide a supplemental retirement benefit to the
Executive in order to competitively compensate him for being elected full-time Chairman and Chief Executive
Officer of the Company in 2004 and, as a result, foregoing opportunities to accrue substantial retirement income
in connection with his other business interests. The Deferred Compensation shall be earned by the Executive and
accrued by the Company on a defined contribution basis.
"Account" means a bookkeeping reserve account established in the books of the Company
for the Executive.
“Accrued Benefit” means, at any point in time, the Executive’s vested interest, as determined
pursuant to Article IV, below, in the Account resulting from all allocations pursuant to Section 3.01, below, plus
earnings pursuant to Section 3.02, below, and after taking into account any previous payments pursuant to Article
“Bank” means DNB First, National Association.
"Beneficiary" means the beneficiary or beneficiaries designated by the Executive to receive
the amounts, if any, payable under the Plan upon his or her death, pursuant to Article VII, below.
"Board of Directors" means the Board of Directors of the Company.
“Cause” means personal dishonesty,