Exhibit 10(n)


Exhibit
10(n)



















August 5,
2003




«Name»

«Address»

«state»




Stock
Option Agreement




Dear
«Name1»:




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.




1. NUMBER
OF SHARES: 




You are awarded an option to purchase a
total of «number» shares of the Common Stock of the Corporation.




2. TYPE
OF OPTION: 




The option awarded to you is a «Type»
option as that term is defined in the Plan.




3. EXERCISE
PRICE: 




The shares may be purchased upon your
exercise of this option for the price of $«Price» per share




4. DATE
OF GRANT OF AWARD: 




The Grant Date of the award of this
option is «grantdate».

 

 

 



















 


Stock
Option Agreement



August 5,
2003









5. STATED
EXPIRATION DATE:





Unless
earlier terminated as explained below, the option awarded to you expires (with
respect to any number of shares subject to this option not previously exercised)
on the 10th anniversary of the Grant Date stated above.




6. DATE
OPTION BECOMES EXERCISEABLE:





The stock
option awarded to you is exercisable on and after the date which is six (6)
months after the Grant Date stated above. The stock option remains exercisable
by you until the expiration of the option in accordance with the terms of this
letter and the terms of the Plan.




7. EXERCISE
OF OPTION: 




You may
exercise the option awarded to you from time to time as provided above by
delivering to the Corporation:




(a) Written
notice of the exercise marked for the attention of the Secretary specifying the
number of whole shares in respect of which you are exercising the
option;




(b) Payment
of the exercise price for such shares in cash or by certified check payable to
the order of the Corporation, or in shares of Common Stock of the Corporation
already owned by you having a fair market value (as determined under the Plan)
on the Exercise Date equal to the exercise price, or any combination of cash or
such stock;




(c) Payment
of any federal, state and local withholding taxes required in respect of such
exercise in cash or by certified check payable to the order of the Corporation,
or in shares of Common Stock of the Corporation already owned by you having a
fair market value (as determined under the Plan) equal to the total amount of
such withholding taxes, or any combination of cash or such stock. 




(d) Only if
the shares to be acquired upon exercise have not been registered under the
Securities Act of 1933 (the 1933 Act):































 



Stock
Option Agreement



August 5,
2003










(i) If
required by the Board of Directors of the Corporation, a written statement that
you are purchasing the shares for investment and not with a view toward their
distribution and will not sell or transfer any shares received upon the exercise
of the option except in accordance with the 1933 Act and following the
expiration of the second anniversary of the Exercise Date of the option with
respect to such shares;




(ii) If
required by the Board of Directors of the Corporation, with such information as
is necessary for the Corporation to comply with securities laws.




Upon
receipt of the documents and payments listed above, the Corporation will issue
you a certificate for the number of shares with respect to which you have
exercised the option.




8. EXERCISE
DATE: 

 

The date
on which the Corporation receives the documents specified above in complete and
otherwise acceptable form and the payments specified above will be treated as
the Exercise Date with respect to your exercise of the stock
option.




9. NON-ASSIGNABILITY
OF OPTION: 




Except as
provided by the Plan, the option awarded to you is exercisable only by you. The
option may not be transferred, assigned, pledged as security or hypothecated in
any way and is not subject to execution, attachment or similar process. Upon any
attempt by you to transfer, assign, pledge, hypothecate or otherwise dispose of
this option or of any portion thereof or upon the levy of any execution,
attachment or similar process on this option or on any portion thereof, the
option awarded to you will immediately expire with respect to the number of
shares not exercised prior to such event.




10. RIGHTS
IN SHARES SUBJECT TO OPTION: You will not
be treated as a holder of any of the shares subject to this option or of any
rights of a holder of such shares unless and until the shares are issued to you
as evidenced by stock certificates.




11. EFFECT
ON EMPLOYMENT: This
letter is not an employment agreement or service contract. Therefore, none of
the rights awarded to you by this letter affect, in any way, your employment or
service relationship with the Corporation or the Bank.




 


 



















 



Stock
Option Agreement



August 5,
2003










12. TERMINATION
OF EMPLOYMENT OR SERVICE: Except as
otherwise provided in the Plan, upon termination of your employment with the
Corporation or the Bank or your separation from service as a Director (if you
are not also an employee of the Corporation or the Bank), the unexercised
portion of this option will terminate as follows:




a. If you
terminate or separate on account of death or disability or you terminate on
account of retirement which has been approved by the Corporation, your option
will terminate on the Stated Expiration Date described above.




b. If you
are terminated or separated by act of the Corporation or the Bank for cause, as
defined in the Plan, your option is terminated with respect to any shares not
previously exercised effective immediately as of your termination or
separation.




c. If you
terminate or separate by your own act, your option will terminate at the close
of business on the earlier of the Stated Expiration Date described above or on
the ninetieth day following the date of your termination or
separation.




d. If you
terminate or separate for any other reason, your option will terminate at the
close of business on the earlier of the Stated Expiration Date described above
or on the third anniversary of the date of your termination or
separation.




13. OPTION
AWARDED SUBJECT TO PLAN PROVISIONS: 




The Plan
provisions take precedence over the provisions of this letter agreement.
Therefore, in the case of any inconsistency between any provision of this letter
agreement and any provision of the Plan in effect on the Grant Date, the
provision of the Plan will control. 




14. COUNTERPARTS:





This
letter agreement may be executed in one or more counterparts each of which shall
be deemed an original and all of which shall be deemed one and the same
agreement.

































Stock
Option Agreement


August 5,
2003












If you
accept the stock option award evidenced by this letter, subject to the terms
stated above, you should date and sign the enclosed copy of this letter in the
spaces indicated and return it to the Corporation marked for the attention of
the Secretary. Your signature will also mean that you have been provided with
and have read a copy of the Plan.







DNB
Financial Corporation










By:______________________________

 Chairman
of the Board




I
acknowledge that I have read this letter and agree to accept the stock option
award evidenced by it according to the terms set out above.




«name»




__________________________________  _________________

Signature      Date







































Stock
Option Agreement


August 5,
2003





 










DNB
FINANCIAL CORPORATION




1995
STOCK OPTION PLAN




NOTICE
OF STOCK OPTION EXERCISE




   










	 To: DNB
      Financial Corporation	 	 Attention: Corporate
      Secretary
	 	 	 
	 	 	 
	 	 	 
	
      From:
	
      _____________________________________
	
      Date:
      ___________________________

	 	
      (Grantee
      Name)
	 
	 	 	 
	 	
      _____________________________________
	
      Tel.
      No. _____ - ______ - __________

	 	
      (Address)
	 
	 	 	 
	 	
      _____________________________________
	 
	 	 	 
	 	
      _____________________________________
	 
	 	
      _____________________________________
	 










	
      Date
      of Grant: _____________________
	
      Number
      of Shares Exercised: ______________
	 
	 	 	 
	
      Exercise
      Price Per Share: $_____ . ____
	
      Total
      Exercise Price: $
	
      __________
      . _____

	 	 	 
	
      Federal
      Income Tax Withholding
	
       
	
      __________
      . _____

	 	
      (Contact
      Payroll to Determine)
	 
	 	 	 
	
      F.I.C.A.
      Tax Withholding
	
       
	
      __________
      . _____

	 	
      (Contact
      Payroll to Determine)
	 
	 	 	 
	
      Pennsylvania
      Personal Income Tax Withholding 
	 	
      __________
      . _____

	 	
      (Contact
      Payroll to Determine)
	 
	 	 	 
	
      Local
      Earned Income Tax Withholding
	
       
	
      __________
      . _____

	 	
      (Contact
      Payroll to Determine)
	 
	 	 	 
	
      Subtotal
      of withholding taxes
	
       
	
      __________
      . _____

	 	
      (Contact
      Payroll to Determine)
	 
	 	 	 
	
      Total
      Remittance
	
       
	
      __________
      . _____

	 	
      (Attach
      certified check for total or attach properly endorsed certificates of
      stock with equal value)
	 



 





[Please
note that final remittance due is subject to adjustment pending
determination
of applicable stock value]




Please
accept the above notice of exercise and issue share certificates as
required.










_________________________________________

(signature of person authorized to
exercise)