0000950159-07-000425 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT FOR BRUCE E. MORONEY
Change of Control Agreement • March 26th, 2007 • DNB Financial Corp /Pa/ • State commercial banks

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this "Agreement"), made as of December 20, 2006, is by and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION (formerly known as Downingtown National Bank), a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 ("Bank") (Holding Company and Bank are sometimes referred to individually and collectively herein as the "Company") and ________________ an individual ("Executive").

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TRUST AGREEMENT
Trust Agreement • March 26th, 2007 • DNB Financial Corp /Pa/ • State commercial banks • Pennsylvania

THIS TRUST AGREEMENT, effective as of December 20, 2006, is made by and between DNB FINANCIAL CORPORATION ("Company") and DNB FIRST, NATIONAL ASSOCIATION ("Trustee").

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT FOR WILLIAM S. LATOFF
Change of Control Agreement • March 26th, 2007 • DNB Financial Corp /Pa/ • State commercial banks

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this “Agreement”), made as of December 20, 2006, is by and among DNB FINANCIAL CORPORATION (“Holding Company”), DNB FIRST, NATIONAL ASSOCIATION (formerly known as Downingtown National Bank), a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 (“Bank”) (Holding Company and Bank are sometimes referred to individually and collectively herein as the “Company”) and WILLIAM S. LATOFF, an individual (“Executive”).

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