0000950159-06-000449 Sample Contracts

AGREEMENT OF LEASE
Lease Agreement • March 23rd, 2006 • DNB Financial Corp /Pa/ • State commercial banks • Pennsylvania

THIS AGREEMENT OF LEASE is made as of ____________, 2005, by and between ___________________, a _______________ with principal place of business at _____________________________ (“Lessor”) and DNB FIRST, NATIONAL ASSOCIATION (formerly known as Downingtown National Bank), with principal place of business at 4 Brandywine Avenue, Downingtown, PA 19335 ("Lessee").

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AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 23rd, 2006 • DNB Financial Corp /Pa/ • State commercial banks

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of January 26, 2006 (this "Amendment"), amends that certain Change of Control Agreement dated September 22, 2003 (the “Agreement”) by and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION (formerly known as Downingtown National Bank), a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 ("Bank") (Holding Company and Bank are sometimes referred to individually and collectively herein as the "Company") and ______________________, an individual ("Executive").

ADDENDUM TO AGREEMENT OF LEASE
Agreement of Lease • March 23rd, 2006 • DNB Financial Corp /Pa/ • State commercial banks • Pennsylvania

THIS ADDENDUM TO AGREEMENT OF LEASE, dated as of November 15, 2005 (this "Addendum") is made by and between HEADWATERS ASSOCIATES, a Pennsylvania general partnership, with an address at 10 North Church Street, Suite 307, West Chester, Chester County, Pennsylvania 19380 ("Lessor") and DNB FIRST, NATIONAL ASSOCIATION, a national banking association having a principal place of business at 4 Brandywine Avenue, Downingtown, Chester County, Pennsylvania 19335 ("Lessee").

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 WILL BE RESTRICTED
Stock Option Agreement • March 23rd, 2006 • 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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