8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 16, 2009

DNB FINANCIAL CORPORATION

__________________________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	0-16667	23-2222567
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4 Brandywine Avenue, Downingtown, Pennsylvania		19335
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (610) 269-1040

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2009, the Board of Directors of DNB Financial Corporation and its wholly owned subsidiary DNB First National Association approved an amendment to the change of control agreements for the following executives: William S. Latoff, William J. Hieb, Albert J. Melfi, Richard J. Hartman, Gerald F. Sopp and Bruce E. Moroney. The amendment modifies the change of control agreements to comply with certain provisions of the Emergency Economic Stabilization Act of 2008 (“EESA”), the American Recovery Reinvestment Act of 2009 (“ARRA”) and the provisions of the Interim Final Rule on “TARP Standards for Compensation and Corporate Governance”published by the United States Treasury Department (“UST”) on June 15, 2009. The modifications establish that if in the event any portion or element or any other compensation, benefits or perquisites must be reduced, delayed or modified in order for the Company to comply with any requirements of the TARP Provisions these agreements will be deemed automatically amended to cause the Company to be in compliance at all times with the TARP requirements. In addition according to the amendment, each executive waives any claimthey may now or hereafter have against the Company for any changes to Executive's compensation or benefits that are required for the Company to comply with TARP Requirements. The Amendment is in the form shown in Exhibit 99.1, which is incorporated herein by reference as if set forth in full.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished herewith:

99.1 Form of Amendment to Change of Control Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DNB FINANCIAL CORPORATION
December 17, 2009	By:	/s/ Gerald F. Sopp
		Name: Gerald F. Sopp
		Title: Chief Financial Officer and Executive Vice President

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Exhibit Index

Exhibit No.	Description
99.1	Amendment to Change of Control Agreement

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EX-99.1

Exhibit 99.1

AMENDMENT TO CHANGE OF CONTROL AGREEMENT

FOR

[EXECUTIVE NAME]

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November __, 2009 (this "Amendment"), amends that certain Change of Control Agreement dated ________, ____, as previously amended by Amendment to Change of Control Agreement dated ________, 200__ (as so amended, the “Agreement”) by and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION, 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").

Background

A. Company and Executive wish to modify the Agreement to comply with certain provisions of the Emergency Economic Stabilization Act of 2008, as amended, including without limitation as amended by ARRA ("EESA") and the American Recovery and Reinvestment Act of 2009 (“ARRA”) and any subsequent legislation whether heretofore or hereafter enacted ("Subsequent Legislation") and the regulations, orders and other interpretive actions thereunder ("Implementing Rules") promulgated by any applicable governmental authority (“Applicable Authority”), including without limitation the provisions of the Interim Final Rule on “TARP Standards for Compensation and Corporate Governance” published by the United Stated Treasury Department (“UST”) on June , 2009 (the “June 2009 Interim Final Rule”) (the requirements of EESA, ARRA, Subsequent Legislation and Implementing Rules that maybe applicable to the Company or Executive or the compensation or benefits provided to Executive under this Agreement or otherwise as a result of the Company's participation in TARP are sometimes referred to herein as the “TARP Provisions”).

B. 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, the parties agree as follows:

1. Definitions.  Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings assigned thereto in the Agreement.

2. Effect of TARP Participation.

(a) Basic Agreement re Effect of TARP Participation.   Notwithstanding any other provision of the Agreement, if the compensation and benefits to be provided to Executive pursuant to the Agreement, or any portion or element thereof, or any other compensation, benefits or perquisites hereafter agreed upon by the parties, must be reduced, delayed or otherwise modified in order for the Company to comply with any requirements of the TARP Provisions as interpreted and implemented by the Applicable Authorities (the “TARP Requirements”), this Agreement and all such other compensation, benefits and perquisites and agreements relating to any of the foregoing shall automatically be deemed amended to cause the Company to be in compliance at all times with the TARP Requirements.  Executive and Company shall negotiate in good faith to document, by amendment or amendments to this Agreement or any other agreements, plans or benefits, the modifications so required, but the parties' failure to reach final agreement shall not negate the provisions of this Section.

(b) Agreements Supporting TARP Waiver.  In consideration for the benefits Executive will receive under the Agreement and potentially as a result of Company's continued participation in TARP, Executive hereby voluntarily waives any claim Executive may now or hereafter have against the Company for any changes to Executive's compensation or benefits that are required for Company to comply with TARP Requirements. This waiver includes all claims Executive may have under the laws of the United States or any state, and include without limitation any claim for any compensation or other payments Executive would otherwise receive, any challenge to the process by which any of the TARP Requirements were adopted and any tort or constitutional claim about the effect of any of the TARP Requirements on Executive's employment relationship with Company. Executive agrees to execute such waivers and other agreements as may be required by any Applicable Authority in connection with Company's participation in TARP.

3. Reaffirmation of Agreement as Amended; Conflicts.  All of the provisions of the Agreement, as amended by this Amendment, remain in full force and effect.  In the event that any express provision of the Agreement conflicts with any express provision of this Amendment, the express provisions of this Amendment shall control.  All references to the “Agreement” hereafter shall mean the Agreement as amended by this Amendment.

4. Amendments. No amendments to this agreement shall be binding unless in a writing, signed by both parties, which states expressly that it amends the Agreement.

5. Prior Agreements. There are no other agreements between Company and Executive regarding the subject matter of this Amendment. This Amendment is the entire agreement of the parties with respect to its subject matter and supersedes any and all prior or contemporaneous discussions, representations, understandings or agreements regarding its subject matter.

6. Assigns and Successors. The rights and obligations of Company and Executive under this Amendment shall inure to the benefit of and shall be binding upon the successors and assigns of Company and Executive, respectively, provided, however, that Executive shall not assign or anticipate any of his rights hereunder, whether by operation of law or otherwise. For purposes of this Agreement, “Company” shall also refer to any successor to Holding Company or Bank, whether such succession occurs by merger, consolidation, purchase and assumption, sale of assets or otherwise.

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IN WITNESS WHEREOF, the parties hereto have caused the due execution of this Agreement as of the date first set forth above.

Attest: _______________________________ Name: _________________________ Title: __________________________	Holding Company: DNB FINANCIAL CORPORATION By:________________________________ Name: _________________________ Title: __________________________
Attest: _______________________________ Name: _________________________ Title: __________________________	Bank DNB FIRST, NATIONAL ASSOCIATION By:________________________________ Name: _________________________ Title: __________________________
Witness: _______________________________ Print Name: _____________________	Executive: _______________________________ Name: __________________________ Individually

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