AMENDMENT TO D&E COMMUNICATIONS, INC. PERFORMANCE RESTRICTED SHARE AWARD AGREEMENTS

AMENDMENT

TO

D&E COMMUNICATIONS, INC.

PERFORMANCE RESTRICTED SHARE AWARD AGREEMENTS

THIS AMENDMENT to the D&E Communications, Inc. Performance Restricted Share Award Agreements, hereinafter individually and collectively called the “Agreement” is hereby executed this day of __________, 2008.

WITNESSETH:

WHEREAS, D&E Communications, Inc., hereinafter called the “Corporation” has heretofore adopted the 1999 Long-Term Incentive Plan for the benefit of certain select managerial employees, hereinafter called the “Plan”;

WHEREAS, the Company desires to amend the Agreement to comply with the new deferred compensation rules under Section 409A of the Internal Revenue Code.

NOW, THEREFORE, the Award Agreements dated are hereby amended as follows:

1.          Effective for Plan Years beginning after January 1, 2005, Section 1.14 of the Agreement is amended by restating it as follows:

1.14 “Disability” shall have the meaning ascribed to that term at Sec