At a special meeting on December 17, 2012 the Benefits and Compensation Committee (the "Committee") of the Board of Directors of DNB Financial Corporation (the "Registrant") approved a Restricted Stock Award effective December 19, 2012, under the DNB Financial Corporation Incentive Equity and Deferred Compensation Plan, for the following members of the Registrant's Board of Directors:

                                                  Restricted    Cliff
                                                    Shares     Vesting
                                                   Awarded      Term
                  Name                 Title

                  Thomas A. Fillippo   Director      500       4 years
                  Gerard F. Griesser   Director      500       4 years
                  James J. Koegel      Director      500       4 years
                  Mildred C. Joyner    Director      500       4 years
                  James H. Thornton    Director      500       4 years

Pursuant to the terms of the Restricted Stock Award Agreements between the Registrant and each grantee, grantee shall first be entitled to the Award Shares on a date (the "Vesting Date") that shall be the earlier of the fourth (4th ) anniversary of the Grant Date, the date of their death, their termination of service as a member of the Board of Directors on account of disability, the date on which a change in control as hereinafter defined of the Company occurs, or the date as of which the Grantee attains the normal mandatory retirement age for Directors as currently prescribed by the Registrant's Bylaws, and without regard to any exceptions to such normal mandatory retirement age. The current mandatory retirement age is the later of age 69 or the end of the last term of office beginning prior to the Director's 69th birthday.

The award agreements further provide that, upon vesting and issuance of the plan shares, the grantee may elect to pay withholding taxes on the award in cash or by electing to apply some of the awarded shares at their fair market value, or both. The Grantee is also not permitted to sell, assign, pledge gift, encumber or otherwise dispose of any of the transferred shares for one (1) year from the vesting date. The agreement is in the form shown in Exhibit 99.1, which is incorporated herein by reference as if set forth in full. To the maximum extent permitted by regulations, such exhibit shall be deemed supplied and not filed.

Officers; Compensatory Arrangements of Certain Officers.

At a special meeting on December 17, 2012 the Benefits and Compensation
Committee (the "Committee") of the Board of Directors of DNB Financial
Corporation (the "Registrant") approved a Restricted Stock Award effective
December 19, 2012, under the DNB Financial Corporation Incentive Equity and
Deferred Compensation Plan, for the following executive officers of the
Registrant.


                                                                            Cliff
                                                                  # of      Vesting
  Executive           Title                                       Shares    Term

  William S. Latoff   Chairman & Chief Executive Officer            9,000   3 years
  William J. Hieb     President and Chief Risk & Credit Officer     1,750   4 years
  Albert J. Melfi     EVP & Chief Lending Officer                   1,250   4 years
  Gerald F. Sopp      EVP, Chief Financial Officer & Secretary      1,500   4 years

Pursuant to the terms of Restricted Stock Award Agreements between the Registrant and each grantee, the awards are subject to cliff vesting on the earlier of a change in control of the Registrant (as defined in the award agreement) or the expiration of 3 or 4 years for certain officers as noted above, but vesting is conditioned upon continued employment with the Registrant and/or DNB First, National Association (the "Bank") prior to the issuance of such plan shares.

The award agreements further provide that, upon vesting and issuance of the plan shares, the grantee may elect to pay withholding taxes on the award in cash or by electing to apply some of the awarded shares at their fair market value, or both. The Grantee is also not permitted to sell, assign, pledge gift, encumber or otherwise dispose of any of the transferred shares for one (1) year from the vesting date. The agreement is in the form shown in Exhibit 99.2, which is incorporated herein by reference as if set forth in full. To the maximum extent permitted by regulations, such exhibit shall be deemed supplied and not filed.

On December 19, 2012, the Board of Directors of DNB Financial Corporation (the "Registrant") and its wholly owned subsidiary DNB First, National Association ("Bank") (Registrant and Bank are sometimes referred to individually and collectively herein as the "Company") approved an amendment to the change of control agreement for Gerald F. Sopp. This amendment to the change of control agreement dated as of December 19, 2012 (this "Amendment"), amends that certain Change of Control Agreement dated March 28, 2007, as previously amended by Amendment to Change of Control Agreement dated December 16, 2009 and Amendment to Change in Control Agreement dated October 14, 2011 (as so amended, the "Agreement") by and among the Company with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 and Gerald F. Sopp, an individual ("Executive"). The Amendment increases the Base Severance Multiplier in the Calculation from 1.00 year to 1.50 years. All of the provisions of the Agreement, as amended by this Amendment, remain in full force and effect. The Amendment is in the form shown in Exhibit 99.3, which is incorporated herein by reference as if set forth in full.

(c) Exhibits. The following exhibits are filed herewith:

99.1 Form of Restricted Stock Award Agreement between DNB Financial Corporation and members its Board of Directors

99.2 Form of Restricted Stock Award Agreement between DNB Financial Corporation and Certain Executive Officers

99.3 Form of Amendment to Change of Control Agreement, dated December 19, 2012