CHANGE OF CONTROL AGREEMENT
ALBERT J. MELFI
THIS 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 ALBERT J. MELFI, an
A. Company and Executive enter into an agreement pursuant to which Company wishes to secure the
future services of Executive by providing Executive the severance payments provided in this Agreement as
additional incentive to induce Executive to devote Executive's time and attention to the interests and affairs of the
Company (the “Agreement”).
B. Executive is willing to enter into this Agreement upon the terms and conditions herein set forth.
C. The Boards of Directors of the Holding Company and the Bank have each approved this Agreement
and it is intended to be maintained as part of the official records of the Holding Company and the Bank.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and
intending to be legally bound hereby, the parties agree to amend the Agreement so that it shall provide in full as
follows (as so amended and restated, hereafter the “Agreement”):
1. Employment . Except strictly to such extent (if any) as may be provided in another agreement between
Holding Company or Bank and Executive, Executive shall remain an employee at will of the Company hereafter.
This Agreement is not an employment agreement, but shall only be interpreted as governing the payment of
severance which may be due to Executive upon termination of Executive's employment with Company under the
specific circumstances described in this Agreement. No provision of this Agreement shall