0000950159-05-000578 Sample Contracts

STOCK OPTION AGREEMENT (Non-Qualified Option - Immediate Vesting - Restricted Stock) THIS AGREEMENT GRANTS A NON-QUALIFIED STOCK OPTION RESALE OF STOCK ISSUED ON EXERCISE OF THIS OPTION BY DIRECTORS AND CERTAIN SENIOR EXECUTIVE OFFICERS WILL BE...
Stock Option Agreement • May 11th, 2005 • DNB Financial Corp /Pa/ • State commercial banks

In view of your substantial contributions toward the achievement of the business goals and objectives of DNB Financial Corporation (the "Corporation") and DNB First, National Association (the "Bank") and the expectation of your future contributions, the Board of Directors of the Corporation is pleased to award you an option to purchase shares of the Common Stock of the Corporation pursuant to the 1995 Stock Option Plan of DNB Financial Corporation (As amended and restated, effective as of April 27, 2004) (the "Plan"). This letter will serve as the stock option agreement between you and the Corporation. The option awarded to you is subject to the following terms.

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Stock Option Agreement
Stock Option Agreement • May 11th, 2005 • DNB Financial Corp /Pa/ • State commercial banks

In view of your substantial contributions toward the achievement of the business goals and objectives of DNB Financial Corporation (the "Corporation") and the Downingtown National Bank (the "Bank") and the expectation of your future contributions, the Board of Directors of the Corporation is pleased to award you an option to purchase shares of the Common Stock of the Corporation pursuant to the DNB Financial Corporation 1995 Stock Option Plan (the "Plan"). This letter will serve as the stock option agreement between you and the Corporation. The option awarded to you is subject to the following terms.

MARKETING SERVICES AGREEMENT
Marketing Services Agreement • May 11th, 2005 • DNB Financial Corp /Pa/ • State commercial banks • Pennsylvania

THIS MARKETING SERVICES AGREEMENT is made as of April 11, 2005 between DNB FIRST, NATIONAL ASSOCIATION, a national banking association with an address at 4 Brandywine Avenue, Downingtown, PA 19335 (“DNB”) and TSG, INC., a Pennsylvania business corporation with an address at P.O. Box 156, 1212 Scott Road, Unionville, PA 19375 (“Service Provider”).

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