EXHIBIT 10.14



D&E COMMUNICATIONS, INC.



EXEMPT EMPLOYEE SHORT-TERM INCENTIVE PLAN



Section 1: Purpose



The Board of Directors of D&E Communications, Inc. (D&E or the Company) has established this incentive plan (the Plan) for all
eligible Exempt employees of the Company and its subsidiaries. The purpose of this plan is to provide incentives for the Plan Participants to meet or exceed the financial goals of the Company. The Plan is intended to achieve this result by providing
the opportunity for Participants to receive the payment of an incentive, which complements their base salary.



Section 2: Plan Year



A Plan
Year for purposes of this Plan shall be a calendar year or such other fiscal year as D&E elects to report its financial performance, but only if the Board of Directors has adopted performance goals for Plan purposes for such year.



A Plan Year Quarter shall be a calendar year quarter (i.e.
Jan.-Mar., etc.). A Plan Year Period refers to either a Plan Year or Plan Year Quarter depending on a Participants eligibility. Vice Presidents, Senior Vice Presidents and Officers of the Company are eligible based on a Plan Year,
where other eligible participants (Managers, Supervisors and Non-Supervisors) may be considered for eligibility on a Plan Year Quarter.



Section 3: Eligibility



An eligible Plan Participant is defined as an Exempt Regular Full-Time employee of the Company and its subsidiaries and excludes employees of the Company who (1) are eligible to participate in another comparable
incentive plan or receive an incentive or commission payment for sales generation, (2) are eligible participants in the Premium Pay for Premium Performance Program or (3) are covered by a collective bargaining agreement.



Participants hired on or before the first day of the calendar quarter of the current Plan
Year and who remain on active status through the date of such award distribution will be eligible to participate in the Plan. Calculation of the incentive award will be based on the closest full calendar quarter for each fullquarter of
eligible service. For example, if an eligible employees Date of Hire were August 9, then he or she would be eligible for the 4thquarter, assuming he or she remains on active status through the date of such award distribution.



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If a Participant retires on or after
December 31stand has attained age 65 and/or the Rule of 80 (age + years of service = 80) but prior to payment of
the Participants annual or 4th quarter incentive award, then the Participant will be eligible to receive payment of the full incentive award for the Plan Year Period.



However, if the active service of a Participant in the Plan is terminated due to death during the Plan Year Period or a Participant is on a
disability(s) or an approved leave of absence(s) for more than 12 weeks during the Plan Year Period and the Participant otherwise has demonstrated acceptable performance as outlined in the Companys appraisal process, then, notwithstanding the
language of a proceeding paragraph, the appropriate incentive award as determined by the Board of Directors or a duly appointed committee thereof (the Plan Administrator) will be prorated consistent with the number of full months
actively worked in that period and will be paid to the individual or individuals designated beneficiary.



If a Participants active service is terminated due to death after the conclusion of the Plan Year Period, but prior to payment of the Participants incentive award, then the Participants designated
beneficiary will otherwise be eligible to receive payment of the Participants full incentive award for the Plan Year Period.



Section 4: Activating the Plan



The operation of the Plan is predicated on attaining or exceeding the pre-established financial goals approved for the Plan. These goals will consist of internally
measured financial achievements and will be approved by D&Es Board of Directors for each Plan Year.



Section 5: Calculation of Awards



The
Board of Directors shall establish the goals for D&Es financial performance early each Plan Year (See Appendix A  Current Plan Year Goals).



In the event the Company exceeds its pre-established financial goals, eligible Plan Participants may receive an incentive award based upon
their position with the Company during the applicable Plan Year Period (See Appendix B  Current Plan Year Payout Levels and Factors).



In addition to exceeding the pre-established financial goals approved for the Plan, a Plan Participant must also meet Acceptable Performance standards for the
Plan Year Period in order to be eligible for an incentive award. Acceptable Performance standards shall be defined by the Plan Administrator (See Section 7: Plan Administrator). The Plan Administrator reserves the right to modify awards
(increase or decrease) based on individual contributions. Adjustments for the Officer level will be at the discretion of the Board of Directors.



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If a Plan Participant changes status
within the Plan Year Period (i.e., Supervisor to Non-Supervisor, Non-Supervisor to Supervisor, or one Payout Level to Another Payout Level), the Participants incentive award payout for the Plan Year Period, if any, will be prorated accordingly
by Payout Levels and/or Eligibility Status. Employees who work full time and who have reduced hours (35-39 per week) will be prorated accordingly.



Section 6: Distribution of Awards



Distribution of annual and 4thquarter incentive award payments, if any, will be made by March 15 of the following year. Distribution of any quarterly award for eligible participants is subject to review by the Companys outside auditors.



Section 7: Plan Administration



The Board of Directors or the Plan Administrator shall, with respect to the Plan, have full
power and authority to construe, interpret, manage, control and administer this Plan, and to pass and decide upon cases in conformity with the objectives of the Plan under such rules as the Board of Directors may establish. As soon as
administratively possible after the end of each Plan Year Quarter and at the end of the Plan Year, the Plan Administrator shall determine those eligible Participants and the amount of incentive proposed to be awarded to them. The Plan Administrator
shall then report such determinations to the Board of Directors for consideration and approval.



Any decision made or action taken by the Board of Directors or the Plan Administrator, arising out of, or in connection with the administration, interpretation and effect of the Plan shall be at its absolute
discretion and shall be conclusive and binding upon all parties.



No member of
the Board of Directors shall be liable for any act or action hereunder, whether of omission or commission, by a Plan Participant or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated in
accordance with the provision of the Plan.



Section 8: Amendment,
Modification, Suspension, or Termination



The Company reserves the right,
by and through its Board of Directors to amend, modify, suspend, reinstate or terminate all or any part of the Plan at the end of any Plan Year Quarter in any way that does not diminish the right of a Plan Participant to receive payment for
achievement of any prior periods goal. The Plan Administrator shall give prompt written notice to each Participant of any amendment, suspension, termination or material modification of the Plan. The Board of Directors also reserves the right
to withhold or alter incentive award payments based on the individuals or Companys performance or circumstances deemed to be highly unusual at any time prior to payment.



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Section 9: Effective Date of the
Plan



The effective date of the Plan Year shall be January 1, 2004.



Section 10: Employer Relation with Participants



Neither the establishment of the Plan nor its maintenance shall be construed as conferring
any legal rights upon any Plan Participant or any person for a continuation of employment, and they shall not interfere with the right of the Company to discharge any Plan Participant or otherwise deal with him or her without regard to the existence
of the Plan.



Section 11: Governing Law



Except to the extent pre-empted under federal law, the provisions of the Plan shall be
construed, administered and enforced in accordance with the domestic internal law of the Commonwealth of Pennsylvania.



In the event of relevant changes to the Internal Revenue Code, related rulings and regulations or changes imposed by other regulatory agencies affecting the continued
appropriateness of the Plan and awards made thereunder, the Board of Directors may, at its sole discretion, accelerate or change the manner of payments of any unpaid incentive awards or amend the provisions of the Plan.



The Board of Directors approved the Plan on January 29, 2004.



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APPENDIX A

CURRENT PLAN YEAR GOALS



CORPORATE GOALS  2004



The Board of Directors of D&E Communications, Inc., has established the following rolling Quarterly and Annual Corporate Goal for the 2004 Plan Year:



D&E Communications, Inc., Operating Income*: D&E
Communications, Inc.,

must exceed its cumulative year-to-date Operating Income goal.



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|Quarter 1                |  | $ | 4,849,000 
|Quarter 2                |  | $ | 10,210,000
|Quarter 3                |  | $ | 16,104,000
|Quarter 4 or Annual Goal |  | $ | 22,905,000

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|* | Operating Income is operating revenue less operating expenses as defined by Generally Accepted Accounting Principles (GAAP) and as recorded on the Company quarterly and annual
statements.
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| | Ø | For every dollar that exceeds the Corporate Goal, the Company will contribute fifty cents per dollar to the Plan for the allocation among eligible Participants after deductions for
any payouts made for previous quarters in the current Plan Year.
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|NOTE: | Payouts from this Plan are contingent on exceeding 100% of the Corporate Goals.
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