DNB FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN
(Effective October 1, 2006)
The purpose of this DCP is to provide each Eligible Employee 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.
This DCP shall at all times be maintained by the Company and administered by the Committee
for the purpose of providing deferred compensation for a select group of management and highly compensated
employees of the Company and its direct and indirect subsidiaries.
Each Eligible Employee 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
Employee’s Deferred Account upon the death of the Eligible Employee. 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.
“Bonus Deferral Election” shall mean the written election by an Eligible Employee,
pursuant to Section 5, below, to defer the receipt of all or a portion of any annual or other periodic bonus
otherwise payable to the Eligible Employee.
“Company” shall mean DNB Financial Corporation.
“Compensation” shall mean an Eligible Employee’s regular salary and annual or other