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                                                                   EXHIBIT 10.16











                            D&E COMMUNICATIONS, INC.




                         OFFICER INCENTIVE PLAN DOCUMENT





















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                            D&E COMMUNICATIONS, INC.

Plan Document                                                            Page 3
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                             OFFICER INCENTIVE PLAN


The Board of Directors of D&E Communications, Inc., has established this Officer
Incentive Plan. The purpose of the plan is to meet and exceed the Corporate Goal
and to promote a superior level of performance. Through payment of incentive
compensation beyond base salaries, the plan provides reward for meeting and
exceeding the Corporate Goal as well as recognition for individual achievements
by plan participants.


                             SECTION I - DEFINITIONS

Various terms used in the plan are defined as follows:

o        Award Calculation: Award expressed as a percent of a participant's base
         salary on June 1 of the plan year.

o        Award Distribution: Award expressed in cash.

o        Base Salary: The base salary as of June 1 of the plan year, excluding
         any bonuses, contributions to employee benefit programs, or other
         compensation not designated as salary.

o        Board of Directors: The Board of Directors of D&E Communications, Inc.

o        Chairman: Chairman and President of D&E Communications, Inc.

o        Corporate Goal: D&E Communications, Inc., EBITDA (Earnings before
         interest, taxes, depreciation and amortization) target established and
         approved for the plan year.

o        Plan Participants: Full-time Officers of the Company as listed in
         Appendix A.

o        Plan Year: A fiscal year.

o        Vice Chairman: Vice Chairman and Senior Executive Vice President of D&E
         Communications, Inc.








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                            D&E COMMUNICATIONS, INC.

Plan Document                                                            Page 4
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                     SECTION II - ELIGIBILITY TO PARTICIPATE

To be eligible for an award under the plan, a plan participant must be in active
full-time service of the Company at the start and close of the plan year. If a
plan participant voluntarily leaves the employ of the Company during the plan
year, he/she is not eligible to receive an award. However, if the active
full-time service with the Company of a participant in the plan is terminated by
death, disability, retirement, or if a participant is on an approved leave of
absence, the Chairman may recommend an award to such a participant based on the
proportion of the plan year that he/she was in active service with the Company.
The plan participants for the plan year are set forth in Appendix A.


                        SECTION III - ACTIVATING THE PLAN

The operation of the plan is predicated on attaining and/or exceeding the
Corporate Goal. The Corporate Goal for each plan year will be approved by the
Board of Directors. The Corporate Goal for the current plan year is set forth in
Appendix B.


                       SECTION IV - CALCULATION OF AWARDS

The actual calculation of the Officer awards is based on levels of performance.
Appendix C outlines the manner in which these awards are calculated. The
calculated awards can range from 0% to 30% of base salary.
















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                            D&E COMMUNICATIONS, INC.

Plan Document                                                            Page 5
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                       SECTION V - DISTRIBUTION OF AWARDS

Distribution of awards will be made during the first quarter following the plan
year. In the event of death, any approved award as outlined in Section II for
distribution will become payable to the designated beneficiary of the
participant, or in the absence of a valid designation, to the participant's
estate. Distribution of awards will be in cash.


                        SECTION VI - PLAN ADMINISTRATION

The Board of Directors shall, with respect to the plan, have full power and
authority to construe, interpret and 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 may establish.

Subject to the provisions of the plan, the Board of Directors will determine the
award for the Officers.

Any decision made or action taken by the Company, the Board of Directors, the
Chairman, or the Vice Chairman arising out of, or in connection with the
administration, interpretation, and effect of the plan shall be at their
absolute discretion and will be conclusive and binding on all parties.

No member of the Board of Directors, the Chairman, or the Vice Chairman 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.

Any member of the Board of Directors who is also an officer of the Company shall
neither vote on (a) the determination of participants, (b) any award decisions,
(c) goal(s) concerning the plan, and (d) any other matter affecting individual
interest under the plan, nor shall his or her presence be counted in determining
whether a quorum is present at any meeting at which a vote on any of the
subjects enumerated above is taken.




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                            D&E COMMUNICATIONS, INC.

Plan Document                                                            Page 6
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                                  SECTION VII -
               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. The Chairman will give prompt written notice to each
participant of any amendment, suspension or termination or any material
modification of the plan. The Board of Directors also reserves the right to
withhold or amend award payments based on performance or circumstances deemed to
be highly unusual.


                    SECTION VIII - EFFECTIVE DATE OF THE PLAN

The initial effective date of the plan shall be January 1.


                 SECTION X - EMPLOYER RELATION WITH PARTICIPANTS

Neither establishment nor the maintenance of the plan shall be construed as
conferring any legal rights upon any participant or any person for a
continuation of employment, nor shall it interfere with the right of an employer
to discharge any participant or otherwise deal with him/her without regard to
the existence of the plan.


                           SECTION XI - 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 exclusive of any conflicts of
law provisions.

In the event of relevant changes in 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 awards or amend the provisions of the plan.