AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
WILLIAM J. HIEB
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 J. HIEB, an individual ("Executive").
A. On April 28, 2003, as amended January 26, 2006 Company and Executive entered 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. Company and Executive wish to amend and restate the Agreement, as previously amended, 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 Executiv