0001043039-05-000019 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • D&e Communications Inc • Telephone communications (no radiotelephone)

AGREEMENT made as of the 16th day of March, 2005, between D&E Communications, Inc., a Pennsylvania business corporation, having its principal office at 130 East Main Street, Ephrata, PA 17522-0458 ("D&E") and James W. Morozzi, having an address of 2602 Lloyd Lane, Eagleville, PA 19403 ("Executive").

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PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT
Performance Restricted Share Award Agreement • March 16th, 2005 • D&e Communications Inc • Telephone communications (no radiotelephone) • Pennsylvania

This Agreement, entered into pursuant to the terms of the Plan (which is hereby incorporated herein as though set forth at length), is to evidence that effective as of January 1, 2005 the ("Award Date") the Committee has:

D&E Communications, Inc. Stock Option Agreement For
Stock Option Agreement • March 16th, 2005 • D&e Communications Inc • Telephone communications (no radiotelephone)

Pursuant to the provisions of the 1999 Long Term Incentive Plan of D&E Communications, Inc. (the "Plan") D&E hereby grants to the Optionholder, subject to the terms and conditions of the Plan, and subject further to the terms and conditions herein set forth, the right and option to purchase from D&E all or any part of an aggregate of ( ) shares of D&E Communications, Inc. common stock, $0.16 par value per share ("Common Stock"), at the purchase price of $ per share, such option to be exercised as hereinafter provided. This option is a "Nonstatutory Option" as defined in the Plan.

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