AMENDED AND RESTATED
ARTICLES OF INCORPORATION
DNB FINANCIAL CORPORATION
The undersigned corporation (hereinafter, "corporation") hereby amends and restates its Articles of Incorporation
in their entirety as permitted under Sections 1911(a)(5) and (6) and 1914(c)(4) of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"), as follows:
1. The name of the corporation is: DNB Financial Corporation.
2. The location and post office address of the initial registered office of the corporation is: 4 Brandywine Avenue,
Downingtown, Pennsylvania 19335.
3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania
for the following purpose or purposes:
To have unlimited power to engage in and to any lawful act concerning any or all lawful business for which
corporations may be incorporated under the provisions of the Business Corporation Law of the Commonwealth
4. The term for which the corporation is to exist is: perpetual.
5. The aggregate number of shares which the Corporation shall have authority to issue is Ten Million
(10,000,000) shares of Common Stock of the par value of One Dollar ($1.00) per share (the "Common Stock")
and One Million
(1,000,000) shares of Preferred Stock of the par value of Ten Dollars ($10.00) per share (the "Preferred Stock),
for a total authorized capital of Twenty Million Dollars ($20,000,000).
The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide for series of
Preferred Stock out of the unissued shares of Preferred Stock. Before any shares of any such series are issued
the Board of Directors shall fix, and hereby is expressly empowered to fix, by resolution or resolutions, the
following provisions of the shares thereof:
(a) the designation of such series, the number of shares to constitute such series and the stated value thereof if
different from the par value thereof;
(b) whether the shares of such series shall have voting rig