DNB FINANCIAL CORP Contracts & Agreements

Form of Voting Agreement, dated June 5, 2019, by and between S&T Bancorp, Inc. and certain executive officers, directors and shareholders of DNB Financial Corporation (Filed With SEC on June 5, 2019)

Agreement and Plan of Merger, dated as of June 5, 2019, by and between DNB Financial Corporation and S&T Bancorp, Inc (Filed With SEC on June 5, 2019)

Severance Agreement and General Release dated June 6, 2018 by and between DNB First, N.A. and Vince Liuzzi (Filed With SEC on June 7, 2018)

Amendment to Change of Control Agreement dated as of November 15, 2017 by and among DNB Financial Corporation, DNB First, National Association and William J. Hieb (Filed With SEC on November 17, 2017)

Amendment to Restricted Stock Award Agreements dated as of November 15, 2017 by and among DNB Financial Corporation and William J. Hieb (Filed With SEC on November 17, 2017)

Amendment to Change of Control Agreement dated as of November 15, 2017 by and among DNB Financial Corporation, DNB First, National Association and Gerald F. Sopp (Filed With SEC on November 17, 2017)

Amendment to Restricted Stock Award Agreements dated as of November 15, 2017 by and among DNB Financial Corporation and Gerald F. Sopp (Filed With SEC on November 17, 2017)

DNB First Success Sharing Supplemental Executive Retirement Plan Basic Plan Document (Filed With SEC on February 28, 2017)

DNB First Success Sharing Supplemental Executive Retirement Plan Adoption Agreement (Filed With SEC on February 28, 2017)

AMENDED AND RESTATED AGREEMENT OF LEASE (Filed With SEC on September 23, 2016)

Employment Agreement dated as of April 4, 2016 between the Registrant and Christopher P. McGill (Filed With SEC on June 24, 2016)

Employment Agreement dated as of April 4, 2016 between the Registrant and Jerry L. Cotlov (Filed With SEC on June 24, 2016)

Agreement and Plan of Merger dated as of April 4, 2016, by and between DNB Financial Corporation and East River Bank (Filed With SEC on April 5, 2016)

Subordinated Note (Filed With SEC on March 10, 2015)

Subordinated Note Purchase Agreement (Filed With SEC on March 10, 2015)

CHANGE OF CONTROL AGREEMENT FOR VINCENT LIUZZI (Filed With SEC on August 11, 2014)

FOUTH ADDENDUM TO ACGREEMENT OF LEASE (Filed With SEC on August 9, 2013)

Purchase and Assumption Agreement, by and between the Bank and Capital Bank, dated as of April 2, 2012 (Filed With SEC on April 4, 2012)

Warrant Letter Agreement, dated as of September 21, 2011, between DNB Financial Corporation (Filed With SEC on September 22, 2011)

Restricted Stock Award Agreement dated April 23, 2010 between DNB Financial Corporation and William S. Latoff (Filed With SEC on August 13, 2010)

Form of Restricted Stock Option Agreement for non-employee directors for awards made on and after April 23, 2010 pursuant to the 1995 Stock Option Plan of DNB Financial... (Filed With SEC on August 13, 2010)

Form of Restricted Stock Option Agreement for employees for awards made on and after April 23, 2010 pursuant to the 1995 Stock Option Plan of DNB Financial Corporation (as amended... (Filed With SEC on August 13, 2010)

Form of Amendment effective April 23, 2010, to the Restricted Stock Award agreements made between James H. Thornton, James J. Koegel, Mildred C. Joyner and Thomas A. Fillippo,... (Filed With SEC on August 13, 2010)

Form of Amendment effective April 23, 2010, to the Restricted Stock Award agreements made between Eli Silberman, a non-employee Director of the registrant, and the registrant on... (Filed With SEC on August 13, 2010)

Form of Amendment effective April 23, 2010, to the Restricted Stock Award agreements made between William S. Latoff, William J. Hieb, Albert J. Melfi, Gerald F. Sopp and Bruce E.... (Filed With SEC on August 13, 2010)

MARKETING SERVICES AGREEMENT (Filed With SEC on March 31, 2009)

AMENDMENT TO THE DNB FINANCIALCORPORATION SUPPLEMENTALEXECUTIVE RETIREMENT PLAN FOR WILLIAM S. LATOFF (As Amended andRestated Effective April 1, 2007) (Filed With SEC on March 31, 2009)

Letter Agreement, including Securities Purchase Agreement, dated January 30, 2009 between DNB Financial Corporation and the United States Department of the Treasury (Filed With SEC on January 30, 2009)

Form of Certificate for 11,750 shares of Fixed Rate Perpetual Preferred Stock, Series 2008A, $10.00 par value per share, of DNB Financial Corporation (Filed With SEC on January 30, 2009)

Form of Warrant to Purchase 186,311 Shares of Common Stock of DNB Financial Corporation (Filed With SEC on January 30, 2009)

Form of Waiver executed by senior executive officers of DNB Financial Corporation (Filed With SEC on January 30, 2009)

MARKETINGSERVICES AGREEMENT (Filed With SEC on March 28, 2008)

Background: (Filed With SEC on March 28, 2008)

Trust Agreement effective as of December 20, 2006 between DNB Financial Corporation and DNB First, N.A. (William S. Latoff SERP), filed March 26, 2007 as item 10(s) to Form 10-K... (Filed With SEC on May 15, 2007)

DNB Financial Corporation Supplemental Executive Retirement Plan for William S. Latoff as amended and restated effective April 1, 2007 (Filed With SEC on May 15, 2007)

Amended and Restated Change of Control Agreements dated December 20, 2006 between DNB Financial Corporation and DNB First, N.A. and the following executive officers, each in the... (Filed With SEC on April 27, 2007)

Amended and Restated Change of Control Agreement among DNB Financial Corporation, DNB First, N.A. and William S. Latoff, dated December 20, 2006 (Filed With SEC on April 27, 2007)

Amended and Restated Change of Control Agreement among DNB Financial Corporation, DNB First, N.A. and William J. Hieb (Filed With SEC on April 27, 2007)

Change of Control Agreements among DNB Financial Corporation, DNB First, N.A. and each of the following executive officers, each in the form : Albert J. Melfi, Jr. and Gerald F.... (Filed With SEC on April 27, 2007)

DNB Financial Corporation Supplemental Executive Retirement Plan for William J. Latoff, dated as of December 20, 2006 (Filed With SEC on April 27, 2007)

Trust Agreement effective as of December 20, 2006 between DNB Financial Corporation and DNB First, N.A. (William S. Latoff SERP) (Filed With SEC on April 27, 2007)

DNB Offer Letter to Albert J. Melfi, Jr., dated November 10, 2006 (Filed With SEC on April 27, 2007)

DNB Offer Letter to Gerald F. Sopp, dated December 20, 2006 (Filed With SEC on April 27, 2007)

DNB Financial Corporation Deferred Compensation Plan (adopted effective October 1, 2006) (Filed With SEC on November 14, 2006)

Trust Agreement, effective as of October 1, 2006, between DNB Financial Corporation and DNB First, National Association (Filed With SEC on November 14, 2006)

Registrants Statement of Computation of Earnings Per Share. The information for this Exhibit is incorporated by reference to page 8 of this Form 10-Q (Filed With SEC on November 14, 2006)

Agreement of Lease dated February 10, 2005 between Headwaters Associates, a Pennsylvania general partnership, as Lessor, and DNB First, National Association as Lessee for a... (Filed With SEC on August 14, 2006)

ADDENDUM TO AGREEMENT OF LEASE (Filed With SEC on March 23, 2006)

AGREEMENT OF LEASE (Filed With SEC on March 23, 2006)

AMENDMENT TO CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 23, 2006)

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... (Filed With SEC on March 23, 2006)

FOR Thomas Miller (Filed With SEC on December 6, 2004)

DNB FINANCIAL CORPORATION INCENTIVE EQUITY AND DEFERRED COMPENSATION PLAN ARTICLE 1 PURPOSE (Filed With SEC on November 30, 2004)

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DNB FINANCIAL CORP Contracts & Agreements