AMENDED AND RESTATED BYLAWS
DNB FINANCIAL CORPORATION
(Amended and restated as of December 19, 2007)
Section 1. 1 The Corporation shall have and continuously maintain in Pennsylvania a registered office
which may, but need not, be the same as its place of business and at an address to be designated from time to
time by the Board of Directors.
Section 1. 2 The Corporation may also have offices at such other places as the Board of Directors may
from time to time designate or the business of the Corporation may require.
Section 2.1 All meetings of the shareholders shall be held at such time and place as may be fixed from
time to time by the Board of Directors.
Section 2.2 The annual meeting of the shareholders shall be held no later than the thirty-first day of
May in each year, when the shareholders shall elect members to the Board of Directors and transact such other
business as may properly be brought before the meeting.
Section 2.3 Special meetings of the shareholders may be called at any time by the Chairperson of the
Board, the President, or the chief executive officer, or a majority of the Board of Directors, or a majority of its
Executive Committee. At any time, upon written request of any person who has called a special meeting, it shall
be the duty of the Secretary to fix the time of the meeting which, if the meeting is called pursuant to a statutory
right, shall be held not more than sixty (60) days after the receipt of the request. If the Secretary neglects or
refuses to fix the time of the meeting, the person or persons calling the meeting may do so.
Section 2.4 Written notice of all shareholder meetings (other than adjourned meetings of shareholders),
shall state the place, date, hour, the purpose thereof and shall be served upon, or mailed, postage prepaid, or
telegraphed, charges prepaid, at least ten days before such meeting, unle