DNB FINANCIAL CORP /PA/ (Form: 10-Q, Received: 05/15/2007 16:38:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended: March 31, 2007

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from ________________ to _____________

Commission File Number: 0-16667

DNB Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2222567
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

4 Brandywine Avenue - Downingtown, PA 19335

(Address of principal executive offices and Zip Code)

(610) 269-1040

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days

Yes x

No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Common Stock ($1.00 Par Value)	2,496,860
(Class)	(Shares Outstanding as of
	May 14, 2007)

DNB FINANCIAL CORPORATION AND SUBSIDIARY

INDEX

	PART I - FINANCIAL INFORMATION	PAGE NO.

ITEM 1.	FINANCIAL STATEMENTS (Unaudited):

	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
	March 31, 2007 and December 31, 2006	3

	CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended March 31, 2007 and 2006	4

	CONSOLIDATED STATEMENTS OF CASH FLOWS
	Three Months Ended March 31, 2007 and 2006	5

	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21

ITEM 4.	CONTROLS AND PROCEDURES	21

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	23

ITEM 1A.	RISK FACTORS	23

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	23

ITEM 5.	OTHER INFORMATION	23

ITEM 6.	EXHIBITS	23

SIGNATURES		24

EXHIBIT INDEX

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

DNB Financial Corporation and Subsidiary

Consolidated Statements of Financial Condition (Unaudited)

	March 31			December 31
(Dollars in thousands except share data)	2007			2006
Assets
Cash and due from banks	$	9,126		$	11,611
Federal funds sold		7,956			12,616
Cash and cash equivalents		17,082			24,227
AFS investment securities, at fair value (amortized cost of $112,678 and $132,805)		111,818			131,636
HTM investment securities (fair value of $18,061 and $18,393)		18,516			18,931
Other investment securities		2,956			3,608
Total investment securities		133,290			154,175
Loans and leases		329,954			329,466
Allowance for credit losses		(4,249	)		(4,226	)
Net loans and leases		325,705			325,240
Office property and equipment		7,825			7,699
Accrued interest receivable		2,351			2,420
Bank owned life insurance		7,093			7,036
Core deposit intangible		345			358
Net deferred taxes		2,292			2,499
Other assets		1,590			1,588
Total assets	$	497,573		$	525,242
Liabilities and Stockholders’ Equity
Liabilities
Non-interest-bearing deposits	$	47,841		$	50,852
Interest-bearing deposits:
NOW		78,365			82,579
Money market		69,768			66,352
Savings		50,552			54,956
Time		127,026			126,288
Total deposits		373,552			381,027
FHLB advances		40,450			55,450
Repurchase agreements		39,622			45,120
Junior subordinated debentures		9,279			9,279
Other borrowings		685			689
Total borrowings		90,036			110,538
Accrued interest payable		975			1,061
Other liabilities		1,811			1,205
Total liabilities		466,374			493,831
Stockholders’ Equity
Preferred stock, $10.00 par value;
1,000,000 shares authorized; none issued		—			—
Common stock, $1.00 par value;
10,000,000 shares authorized; 2,717,401 and 2,711,438 issued respectively		2,713			2,712
Treasury stock, at cost; 214,669 and 206,631 shares, respectively		(4,229	)		(4,158	)
Surplus		34,901			34,875
Accumulated deficit		(1,060	)		(688	)
Accumulated other comprehensive loss, net		(1,126	)		(1,330	)
Total stockholders’ equity		31,199			31,411
Total liabilities and stockholders’ equity	$	497,573		$	525,242
See accompanying notes to consolidated financial statements.

DNB Financial Corporation and Subsidiary

Consolidated Statements of Operations (Unaudited)

(Dollars in thousands except share data)	Three Months Ended March 31,
	2007		2006
Interest Income:
Interest and fees on loans and leases	$	5,792	$	4,825
Interest and dividends on investment securities:
Taxable		1,229		1,192
Exempt from federal taxes		292		311
Interest on cash and cash equivalents		159		143
Total interest income		7,472		6,471
Interest Expense:
Interest on NOW, money market and savings		1,025		900
Interest on time deposits		1,475		731
Interest on FHLB advances		586		726
Interest on repurchase agreements		395		341
Interest on junior subordinated debentures		182		177
Interest on other borrowings		37		24
Total interest expense		3,700		2,899
Net interest income		3,772		3,572
Provision for credit losses		—		—
Net interest income after provision for credit losses		3,772		3,572
Non-interest Income:
Service charges on deposits		399		403
Wealth management fees		213		170
Increase in cash surrender value of BOLI		57		50
Gain on sale of securities		103		—
Other fees		196		192
Total non-interest income		968		815
Non-interest Expense:
Salaries and employee benefits		2,363		2,247
Furniture and equipment		370		339
Occupancy		368		302
Professional and consulting		286		269
Advertising and marketing		79		114
Printing and supplies		96		77
Other expenses		569		519
Total non-interest expense		4,131		3,867
Income before income taxes		609		520
Income tax expense		74		56
Net Income	$	535	$	464
Earnings per share:
Basic	$	0.21	$	0.19
Diluted	$	0.21	$	0.19
Cash dividends per share	$	0.12	$	0.12
Weighted average common shares outstanding:
Basic		2,502,601		2,491,587
Diluted		2,517,783		2,508,803

(Share data adjusted for 2006 5% dividend)

See accompanying notes to consolidated financial statements.

D NB Financial Corporation and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)



	Three Months Ended March 31,
(Dollars in thousands)	2007			2006
Cash Flows From Operating Activities:
Net income	$	535		$	464
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and accretion		296			329
Restricted stock amortization		28			34
Net gain on sale of securities		(103	)		¾
Decrease (increase) in interest receivable		69			(58	)
Decrease (increase) in other assets		315			(50	)
Increase in investment in BOLI		(57	)		(49	)
Decrease in interest payable		(86	)		(34	)
Increase in deferred tax benefit		(23	)		(8	)
Increase (decrease) in other liabilities		(158	)		(216	)
Net Cash Provided By Operating Activities		816			412
Cash Flows From Investing Activities:
Activity in available-for-sale securities:
Sales		24,478			¾
Maturities, repayments and calls		19,707			3,334
Purchases		(23,979	)		¾
Activity in held-to-maturity securities:
Maturities, repayments and calls		399			573
Net decrease in other investments		652			103
Net increase in loans and leases		(465	)		(20,844	)
Purchase of bank property and equipment, net		(381	)		(823	)
Net Cash Provided (Used) By Investing Activities		20,411			(17,657	)
Cash Flows From Financing Activities:
Net increase (decrease) in deposits		(7,475	)		21,540
Decrease in FHLB advances		(15,000	)		¾
Increase in short term repurchase agreements		(5,497	)		2,102
Decrease in lease obligations		(4	)		(3	)
Dividends paid		(324	)		(307	)
Increase (decrease) in treasury stock		(72	)		42
Net Cash (Used) Provided By Financing Activities		(28,372	)		23,374
Net Change in Cash and Cash Equivalents		(7,145	)		6,129
Cash and Cash Equivalents at Beginning of Period		24,227			22,183
Cash and Cash Equivalents at End of Period	$	17,082		$	28,312
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	3,786		$	2,932
Income taxes		40			1
Supplemental Disclosure of Non-cash Flow Information:
Change in unrealized losses on AFS securities	$	309		$	235
Change in deferred taxes due to change in unrealized
losses on AFS securities		(105	)		(82	)

See accompanying notes to consolidated financial statements.

DN B FINANCIAL CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of DNB Financial Corporation (referred to herein as the "Corporation" or "DNB") and its subsidiary, DNB First, National Association (the "Bank") have been prepared in accordance with the instructions for Form 10-Q and therefore do not include certain information or footnotes necessary for the presentation of financial condition, statement of operations and statement of cash flows required by generally accepted accounting principles. However, in the opinion of management, the consolidated financial statements reflect all adjustments (which consist of normal recurring adjustments) necessary for a fair presentation of the results for the unaudited periods. Prior amounts not affecting net income are reclassified when necessary to conform with current period classifications. The results of operations for the three-month period ended March 31, 2007, are not necessarily indicative of the results, which may be expected for the entire year. The consolidated financial statements should be read in conjunction with the Annual Report and report on Form 10-K for the year ended December 31, 2006.

Stock-based compensation

Prior to January 1, 2006, SFAS Statement No. 123 (“SFAS 123”), Accounting for Stock-Based Compensation , permitted entities to recognize as expense over the vesting period, the fair value of all stock-based awards on the date of grant. Alternatively, SFAS 123 also allowed entities to continue to apply the provisions of the Accounting Principles Board Opinion No. 25 (“APB Opinion No. 25”), Accounting for Stock Issued to Employees , and related interpretations and provide pro-forma net income and pro-forma earnings per share disclosures for employee stock option grants made in 1995 and subsequent years as if the fair-value-based method defined in SFAS 123 had been applied. DNB elected to apply the provisions of APB Opinion No. 25 and provide the pro-forma disclosure provisions of SFAS 123. As such, there was no compensation expense recorded prior to 2006. Additionally, all options were granted at the then current market price.

Effective January 1, 2006, DNB adopted SFAS 123 (revised 2004), Share-Based Payment (“SFAS 123R”), which requires DNB to measure the cost of employee services received in exchange for all equity awards granted including stock options based on the fair market value of the award as of the grant date. SFAS 123R supersedes SFAS 123 and APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123R requires DNB to record compensation expense related to unvested stock awards as of December 31, 2006 by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards. DNB had no unamortized stock option awards at December 31, 2006 as all stock options issued prior to December 31, 2006 were fully vested. Additionally, DNB did not issue any stock awards during the three-month period ended March 31, 2007. As a result, there was no compensation expense recorded during the three-month period ended March 31, 2007.

NOTE 2: EARNINGS PER SHARE

Basic earnings per share (“EPS”) are computed based on the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur from the exercise of stock options and is computed using the treasury stock method. The difference between basic and diluted EPS, for DNB, is attributable to stock options and unvested stock. Stock options and unvested stock awards for which the exercise or the grant price exceeds the average market price over the period have an anti-dilutive effect on EPS and, accordingly, are excluded from the calculation. At March 31, 2007, there were 117,016 anti-dilutive stock options outstanding as well as 13,528 anti-dilutive stock awards. At March 31, 2006, there were 117,016 anti-dilutive stock options outstanding and 13,528 anti-dilutive stock awards. EPS, dividends per share, and weighted average shares outstanding have been adjusted to reflect the effect of the 5% stock dividend paid in December 2006. The dilutive effect of stock options on basic earnings per share is presented below.

	Three Months Ended						Three Months Ended
	March 31, 2007						March 31, 2006
(In thousands, except per-share data)	Income		Shares		Amount		Income		Shares		Amount
Basic EPS
Income available to common stockholders	$	535		2,503	$	0.21	$	464		2,492	$	0.19
Effect of dilutive common stock equivalents - stock options		—		15		—		—		17		—
Diluted EPS
Income available to common stockholders after assumed conversions	$	535		2,518	$	0.21	$	464		2,509	$	0.19

DNB FINANCIAL CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3: COMPREHENSIVE INCOME (LOSS)

Comprehensive income includes all changes in stockholders' equity during the period, except those resulting from investments by owners and distributions to owners. Comprehensive income for all periods consisted of net income and other comprehensive income relating to the change in unrealized losses on investment securities available for sale. Comprehensive income (loss), net of tax, is disclosed in the following table.

	Three Months Ended			Three Months Ended
	March 31, 2007			March 31, 2006
(Dollars in thousands)	Net-of-Tax Amount			Net-of-Tax Amount
Net Income	$	535		$	464
Other Comprehensive Income:
Unrealized holding gains (losses) arising during the period		272			(153	)
Reclassification for gains included in net income		(68	)		—
Total Comprehensive Income	$	739		$	311

NOTE 4: COMPOSITION OF LOAN AND LEASE PORTFOLIO

The following table sets forth information concerning the composition of total loans and leases outstanding, as of the dates indicated.

	March 31,			December 31,
(Dollars in thousands)	2007			2006
Commercial mortgage	$	104,174		$	99,333
Commercial term and lines of credit		98,793			99,732
Consumer		54,881			54,771
Residential mortgage		51,324			52,636
Commercial leases		20,782			22,994
Gross loans and leases		329,954			329,466
Allowance for credit losses		(4,249	)		(4,226	)
Net loans and leases	$	325,705		$	325,240

NOTE 5: JUNIOR SUBORDINATED DEBENTURES

DNB has two issuances of junior subordinated debentures (the "debentures") as follows. The majority of the proceeds of each issuance were invested in DNB’s subsidiary, DNB First, National Association, to increase the Bank's capital levels. The junior subordinated debentures issued in each case qualify as a component of capital for regulatory purposes.

DNB Capital Trust I

DNB’s first issuance of junior subordinated debentures was on July 20, 2001. This issuance of debentures are floating rate and were issued to DNB Capital Trust I, a Delaware business trust in which DNB owns all of the common equity. DNB Capital Trust I issued $5 million of floating rate (6 month Libor plus 3.75%, with a cap of 12%) capital preferred securities to a qualified institutional buyer. The proceeds of these securities were used by the Trust, along with DNB's capital contribution, to purchase $5,155,000 principal amount of DNB's floating rate junior subordinated debentures. The preferred securities have been redeemable since July 25, 2006 and must be redeemed upon maturity of the debentures on July 25, 2031.

DNB Capital Trust II

DNB’s second issuance of junior subordinated debentures was on March 30, 2005. This issuance of debentures are floating rate and were issued to DNB Capital Trust II, a Delaware business trust in which DNB owns all of the common equity. DNB Capital Trust II issued $4.0 million of floating rate (the rate is fixed at 6.56% for the first 5 years and will adjust at a rate of 3-month LIBOR plus 1.77% thereafter) capital preferred securities. The proceeds of these securities were used by the Trust, along with DNB's capital

DNB FINANCIAL CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

contribution, to purchase $4.1 million principal amount of DNB's floating rate junior subordinated debentures. The preferred securities are redeemable by DNB on or after May 23, 2010, or earlier in the event of certain adverse tax or bank regulatory developments. The preferred securities must be redeemed upon maturity of the debentures on May 23, 2035.

NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, “ Accounting for Certain Hybrid Financial Instruments.” This Statement amends FASB Statements No. 133 and No. 140. This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” This Statement: a) permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133; c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and e) amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. The fair value election provided for in paragraph 4(c) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of an entity's fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. Provisions of this Statement may be applied to instruments that an entity holds at the date of adoption on an instrument-by-instrument basis. SFAS 155 is effective for DNB on January 1, 2007 and did not have a material impact on DNB’s consolidated financial statements upon adoption.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets”. SFAS 156 amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 156 permits, but does not require, an entity to choose either the amortization method or the fair value measurement method for measuring each class of separately recognized servicing assets and servicing liabilities. SFAS 156 is effective for DNB on January 1, 2007 and did not have a material impact on DNB’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The statement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The statement also establishes a framework for measuring fair value by creating a three-level fair value hierarchy that ranks the quality and reliability of information used to determine fair value, and requires new disclosures of assets and liabilities measured at fair value based on their level in the hierarchy. The Statement is effective for DNB on January 1, 2008. DNB has not yet determined if the adoption of this statement will have a material impact on its financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and amends SFAS 115 to, among other things, require certain disclosures for amounts for which the fair value option is applied. Additionally, this Statement provides that an entity may reclassify held-to-maturity and available-for-sale securities to the trading account when the fair value option is elected for such securities, without calling into question the intent to hold other securities to maturity in the future. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS 157. DNB has not completed its assessment of SFAS 159 and the impact, if any, on the consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” - an interpretation of FASB Statement No. 109 (FIN 48) . This interpretation of SFAS No. 109 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The interpretation is effective for fiscal years beginning after December 15, 2006. DNB has reserves related to certain of its tax positions, which would be subject to analysis under FIN 48. DNB has adopted FIN 48 as of January 1, 2007, as required. The cumulative effect of adopting FIN 48 will be recorded in retained earnings. The adoption of FIN 48 did not have a significant impact on DNB’s consolidated financial statements.

In September 2006, the Emerging Issues Task Force issued EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. EITF 06-4 concludes that for a split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with SFAS 106 (if, in substance, a postretirement benefit plan exits) or APB Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. The consensus is effective for fiscal years beginning after December 15, 2007. This EITF is applicable to the Replacement Plan referenced in Note 9: Benefit Plans, below. The early adoption of EITF 06-4 resulted in a $583,000 net-of-tax charge to stockholders’ equity on January 1, 2007.

In September 2006, the Emerging Issues Task Force issued EITF 06-5, Accounting for Purchases of Life Insurance-Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4. This consensus concludes that a policyholder should consider any additional amounts included in the contractual terms of the insurance policy other than the cash surrender value in determining the amount that could be realized under the insurance contract. A consensus also was reached that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). The consensuses are effective for fiscal years beginning after December 15, 2006. This EITF is applicable to the BOLI already recognized in DNB’s statement of condition. The Company adopted EITF 06-5 on January 1, 2007 and there was no material impact on DNB’s financial position or results of operations.

NOTE 7: STOCK-BASED COMPENSATION

Stock Option Plan

DNB has a Stock Option Plan for employees and directors. Under the plan, options (both qualified and non-qualified) to purchase a maximum of 612,732 shares of DNB’s common stock could be issued to employees and directors.

Under the plan, option exercise prices must equal the fair market value of the shares on the date of option grant and the option exercise period may not exceed ten years. The Plan Committee determines vesting of options under the plan. There were 132,510 and 112,763 options available for grant at March 31, 2007 and December 31, 2006, respectively.

Stock option activity for the three-month period ended March 31, 2007 is indicated below.

	Number Outstanding			Weighted Average Exercise Price
Outstanding January 1, 2007		270,258		$	20.09
Granted		-			-
Exercised		-			-
Expired		-			-
Forfeited		(19,747	)		(21.67	)
Outstanding March 31, 2007		250,511		$	19.97

The weighted-average price and weighted average remaining contractual life for the outstanding options are listed below for the dates indicated. All outstanding options are exercisable.

March 31, 2007
Range of	Number		Weighted Average
Exercise Prices	Outstanding		Exercise Price		Remaining Contractual Life
$ 8.44-10.99		10,764	$	9.69		3.25 years
11.00-13.99		16,388		11.96		2.88 years
14.00-19.99		119,871		18.30		6.60 years
20.00-23.99		57,735		23.24		4.66 years
24.00-25.49		45,753		25.49		8.05 years
Total		250,511	$	19.97		6.03 years

DNB FINANCIAL CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Awards

DNB maintains an Incentive Equity and Deferred Compensation Plan. The plan provides that up to 231,525 (as adjusted for subsequent stock dividends) shares of common stock may be granted, at the discretion of the Board, to individuals of the Corporation. DNB did not grant any shares of restricted stock during the three-month period ended March 31, 2007. Shares already granted are issuable on the earlier of three years after the date of the grant or a change in control of DNB if the recipients are then employed by DNB (“Vest Date”). Upon issuance of the shares, resale of the shares is restricted for an additional two years, during which the shares may not be sold, pledged or otherwise disposed of. Prior to the Vest Date and in the event the recipient terminates association with DNB for reasons other than death, disability or change in control, the recipient forfeits all rights to the shares that would otherwise be issued under the grant.

Share awards granted by the plan were recorded at the date of award based on the market value of shares. Awards are being amortized to expense over the three-year cliff-vesting period. DNB records compensation expense equal to the value of the shares being amortized. For the three-month period ended March 31, 2007, $28,000 was amortized to expense. At March 31, 2007, 218,659 shares were reserved for future grants under the plan.

Stock grant activity is indicated below. The shares have been adjusted for the 5% stock dividend in December 2006.

	Shares
Outstanding - January 1, 2007		12,866
Granted		-
Forfeited		-
Outstanding - March 31, 2007		12,866

NOTE 8: INCOME TAXES

DNB adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) , on January 1, 2007. The adoption of FIN 48 did not impact our consolidated financial condition, results of operations or cash flows.

As of January 1, 2007, the Company had no material unrecognized tax benefits or accrued interest and penalties. It is the Company’s policy to account for interest and penalties accrued relative to unrecognized tax benefits as a component of income tax expense. Federal and state tax years 2003 through 2006 were open for examination as of January 1, 2007.

NOTE 9: BENEFIT PLANS

On November 24, 1999, the Bank and Henry F. Thorne, its then current Chief Executive Officer (the “Executive”), entered into a Death Benefit Agreement providing for supplemental death and retirement benefits for him (the “Supplemental Plan”). The Supplemental Plan provided that the Bank and the Executive share in the rights to the cash surrender value and death benefits of a split-dollar life insurance policy (the “Policy”) and provided for additional compensation to the Executive, equal to any income tax consequences related to the Supplemental Plan until retirement. The Policy is designed to provide the Executive, upon attaining age 65, with projected annual after-tax distributions of approximately $35,000, funded by loans against the cash surrender value of the Policy. In addition, the Policy is intended to provide the Executive with a projected death benefit of $750,000. Neither the insurance company nor the Bank guaranteed any minimum cash value under the Supplemental Plan.

On December 23, 2003, the Supplemental Plan was replaced by a Retirement and Death Benefit Agreement (the “Replacement Plan”). Pursuant to the Replacement Plan, ownership of the Policy was transferred to the Bank to comply with certain Federal income tax law

DNB FINANCIAL CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

changes, and the Bank may establish a trust for the purpose of funding the benefits to be provided under the Replacement Plan, or the Bank’s obligations under the Replacement Plan and similar agreements or plans which it may enter into or establish for the benefit of the Executive, other employees of the Bank, or both.

The Replacement Plan provides that if the Executive remains employed continuously by the Bank until age 65, he shall, upon his termination of employment for any reason other than Cause, receive an annual retirement benefit of $34,915, payable monthly, from the date of his termination of employment until his death. If Executive’s employment with the Bank terminates prior to age 65 for any reason other than Cause, he will be entitled to an annual retirement benefit payable monthly commencing the month after he reaches age 65 until his death, but in this event his annual retirement benefit will be equal to that proportion of the $34,915 annual benefit his actual years of service with the Bank bears to the years of service he would have completed had he remained employed continuously by the Bank until age 65. In either case, he will also be entitled to receive monthly a tax allowance calculated, subject to certain assumptions, to substantially compensate him for his federal and state income, employment and excise tax liabilities attributable to the retirement benefit and the tax allowance. DNB adopted EITF 06-4 on January 1, 2007 and recorded a $583,000 net-of-tax charge to stockholders’ equity applicable to this Replacement Plan.

ITE M 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DESCRIPTION OF DNB'S BUSINESS AND BUSINESS STRATEGY

DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association (the “Bank”) is a nationally chartered commercial bank with trust powers, and a member of the Federal Reserve System. The FDIC insures DNB’s deposits. DNB provides a broad range of banking services to individual and corporate customers through its twelve community offices located throughout Chester and Delaware Counties, Pennsylvania. DNB is a community banking organization that focuses its lending and other services on businesses and consumers in the local market area. DNB funds all these activities with retail and business deposits and borrowings. Through its DNB Advisors division, the Bank provides wealth management and trust services to individuals and businesses. The Bank and its subsidiary, DNB Financial Services, Inc. through the name “DNB Financial Services,” make available certain non-depository products and services, such as securities brokerage, mutual funds, life insurance and annuities.

DNB earns revenues and generates cash flows by lending funds to commercial and consumer customers in its marketplace. DNB generates its largest source of interest income through its lending function. Another source of interest income is derived from DNB’s investment portfolio, which provides liquidity and cash flows for future lending needs.

In addition to interest earned on loans and investments, DNB earns revenues from fees it charges customers for non-lending services. These services include wealth management and trust services; brokerage and investment services; cash management services; banking and ATM services; as well as safekeeping and other depository services.

To implement the culture changes necessary at DNB First to become an innovative community bank capable of meeting challenges of the 21st century, we embarked on a strategy called "Loyalty, Bank On It." In recognizing the importance of loyalty in our everyday lives, we have embraced this concept as the cornerstone of DNB First's new culture. To that end, DNB continues to make appropriate investments in all areas of our business, including people, technology, facilities and marketing.

Comprehensive 5-Year Plan. During 2003, management developed a strategic 5-year plan designed to reposition its balance sheet and improve core earnings. As part of the plan, management announced its intentions to substantially reduce the size of its investment portfolio and expand its loan portfolio through new originations, increased loan participations, as well as strategic loan and lease receivable purchases. Management also planned a reduction in the absolute level of borrowings with cash flows from existing loans and investments as well as from new core deposit growth. A detailed discussion on DNB’s progress follows below.

Continued Progress in Balance Sheet Repositioning. In 2006, DNB continued moving forward on its five year plan and increased loans and leases by $41.3 million or 14.4%. Commercial loans and leases increase $26.0 million and residential and consumer increased $15.3 million. Deposits grew $41.4 million or 12.19% and customer repurchase agreements grew $9.1 million or 25.16%. During the three-months ended March 31, 2007, loans remained relatively flat and deposits declined $7.5 million due to intense competition in the Chester county marketplace.

DNB’s financial objectives are focused on earnings per diluted share growth and return on average equity. In order to achieve its financial objectives, DNB defined the following strategies as part of the 5-Year Plan:

• Grow loans and diversify the mix

• Reduce the size of the investment portfolio

• Reduce long-term borrowings

• Enhance the branch network and alternative delivery options

• Focus on profitable customer segments

• Grow and diversify non-interest income

Management’s strategies are designed to direct DNB’s tactical investment decisions and support financial objectives. DNB’s most significant revenue source continues to be net interest income, defined as total interest income less interest expense, which through the three months ended March 31, 2007 accounted for approximately 80% of total revenue. To produce net interest income and consistent earnings growth over the long-term, DNB must generate loan and deposit growth at acceptable economic spreads within its market area. To generate and grow loans and deposits, DNB must focus on a number of areas including, but not limited to, the economy, branch expansion, sales practices, customer satisfaction and retention, competition, customer behavior, technology, product innovation and credit performance of its customers.

Management has made a concerted effort to improve the measurement and tracking of business lines and overall corporate performance levels. Improved information systems have increased DNB’s ability to track key indicators and enhance corporate performance levels. Better measurement against goals and objectives and increased accountability will be integral in attaining desired loan, deposit and fee income production.

RECENT ECONOMIC DEVELOPMENTS

There are at least three widely acknowledged areas of near-term concern that could pose risks to the local and national economies going forward: a spike in energy prices, a decline in home prices, and a retrenchment in consumer spending arising from record consumer indebtedness. The consequences that any of these developments might have for economic growth could range from modest to severe, depending on how events transpire over the next few years.

Energy Prices. With time the economy should be able to adjust to higher energy prices, but in the short run, any supply-disrupting events, including labor strikes, severe weather, or terrorism, may cause energy prices to jump. By varying degrees, these spikes would be likely to weigh on overall economic growth while adding volatility to the outlook. Moreover, this risk is likely to continue for several more years, given the long lags required to add new energy production capacity and expectations for continued global growth in energy demand.

Home Prices . The risk of a housing slowdown is another area of concern going forward. The recent housing boom has been unprecedented in modern U.S. history. It has been suggested by many analysts that the housing boom has been a significant contributor to gains in consumer spending in recent years. Because consumer spending accounts for over two-thirds of U.S. economic activity, any shock to consumer spending, such as that which might be caused by a housing slowdown, is a concern to overall economic growth.

Consumer Spending. A large, long-term increase in consumer indebtedness has raised concerns that the next U.S. recession could originate in the household sector. The housing boom of recent years has resulted in a surge in new consumer debt, most of it in the form of mortgages. Consumers have gradually become more indebted over time, so much so that they are now spending more in aggregate than they earn. Home prices will not boom forever. Even a moderation in home-price growth would reduce the amount of new home equity added to the economy each year. This slower accumulation of wealth, coupled with rising interest rates that increase the cost of tapping that wealth, could soon begin to curtail the pace of U.S. consumer spending growth. Just as there has been a positive wealth effect from soaring home prices in recent years, the concern is that an end to the housing boom could result in a slowdown in consumer spending growth.

MATERIAL CHALLENGES, RISKS AND OPPORTUNITIES

The following is a summary of changes to material challenges, risks and opportunities DNB has faced during the three-month period ended March 31, 2007.

Interest Rate Risk Management. Interest rate risk is the exposure to adverse changes in net interest income due to changes in interest rates. DNB considers interest rate risk the predominant risk in terms of its potential impact on earnings. Interest rate risk can occur for any one or more of the following reasons: (a) assets and liabilities may mature or re-price at different times; (b) short-term or long-term market rates may change by different amounts; or (c) the remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change.

The principal objective of the Bank’s interest rate risk management is to evaluate the interest rate risk included in certain on and off balance sheet accounts, determine the level of risk appropriate given the Bank’s business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with approved guidelines. The Bank’s Asset Liability Committee (the “ALCO”) is responsible for reviewing the Bank’s asset/liability policies and interest rate risk position and making decisions involving asset liability considerations. The ALCO meets on a monthly basis and reports trends and the Bank’s interest rate risk position to the Board of Directors. The extent of the movement of interest rates is an uncertainty that could have a negative impact on the earnings of the Bank.

The largest component of DNB’s total income is net interest income, and the majority of DNB’s financial instruments are comprised of interest rate-sensitive assets and liabilities with various terms and maturities. The primary objective of management is to maximize net interest income while minimizing interest rate risk. Interest rate risk is derived from timing differences in the re-pricing of assets and liabilities, loan prepayments, deposit withdrawals, and differences in lending and funding rates. The Asset/Liability Committee (“ALCO”) actively seeks to monitor and control the mix of in-terest rate-sensitive assets and interest rate-sensitive -liabilities.

One measure of interest rate risk is net interest income simulation analysis. The ALCO utilizes simulation analysis, whereby the model estimates the variance in net interest income with a change in interest rates of plus or minus 300 basis points over a twelve-month period. Given today’s rising interest rate environment, our simulation model measures the effect that a 100 through 300 basis point increase in rates or the effect a 100 basis point decline would have on earnings. As of March 31, 2007, simulations indicate that net interest income would be within policy guidelines regardless of the direction of market rates.

Liquidity and Market Risk Management. Liquidity is the ability to meet current and future financial obligations. The Bank further defines liquidity as the ability to respond to deposit outflows as well as maintain flexibility to take advantage of lending and investment opportunities. The Bank’s primary sources of funds are operating earnings, deposits, principal and interest payments on loans, proceeds from loan sales, sales and maturities of mortgage-backed and investment securities, and FHLB advances. The Bank uses the funds generated to support its lending and investment activities as well as any other demands for liquidity such as deposit outflows. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, mortgage prepayments, loan and security sales and the exercise of call features are greatly influenced by general interest rates, economic conditions and competition.

The objective of DNB’s asset/liability management function is to maintain consistent growth in net interest income within DNB’s policy limits. This objective is accomplished through the management of liquidity and interest rate risk, as well as customer offerings of various loan and deposit products. DNB maintains adequate liquidity to meet daily funding requirements, anticipated deposit withdrawals, or asset opportunities in a timely manner. Liquidity is also necessary to meet obligations during unusual, extraordinary or adverse operating circumstances, while avoiding a significant loss or cost. DNB’s foundation for liquidity is a stable deposit base as well as a marketable investment portfolio that provides cash flow through regular maturities or that can be used for collateral to secure funding in an emergency.

Credit Risk Management. DNB defines credit risk as the risk of default by a customer or counter-party. The objective of DNB’s credit risk management strategy is to quantify and manage credit risk on an aggregate portfolio basis as well as to limit the risk of loss resulting from an individual customer default. Credit risk is managed through a combination of underwriting, documentation and collection standards. DNB’s credit risk management strategy calls for regular credit examinations and quarterly management reviews of large credit exposures and credits experiencing credit quality deterioration. DNB’s loan review procedures provide objective assessments of the quality of underwriting, documentation, risk grading and charge-off procedures, as well as an assessment of the allowance for credit loss reserve analysis process.

Competition. In addition to the challenges related to the interest rate environment, community banks in Chester County have been experiencing increased competition from large regional and international banks entering DNB’s marketplace through mergers and acquisitions. Competition for loans and deposits has negatively affected DNB’s net interest margin. To compensate for the increased competition, DNB, like other area community banks, has aggressively sought and marketed customers who have been disenfranchised by these mergers. To attract these customers, DNB has introduced new deposit products, such as the Partnership Banking Program, the “Platinum” Account, the Executive and Employee Package as well as the Business Package. In addition, DNB has introduced Market Managers and Personal Bankers to serve the special banking needs of its clients.

Bank Secrecy Act/OFAC/Patriot Act Implementation. Management of the Bank had previously determined that its BSA compliance program needed to be improved to a level commensurate with BSA, OFAC and Patriot Act related risks to which the Bank is exposed. An action plan was developed and implemented to strengthen the Bank’s compliance. It is management’s goal that these improvements to the BSA compliance program will address the Bank’s BSA compliance needs in order to establish the Bank as an institution that will not pose a target to those who would use the U.S. financial system to further criminal or terrorist ends. However, there is no assurance that the Bank’s improved compliance plan will eliminate all risks related to BSA, OFAC and Patriot Act because those regulatory requirements are dynamic and complex and must be continually reassessed in light of the changing environment in which they operate.

Deposit Insurance Reform Act of 2005. Pursuant to the Federal Deposit Insurance Reform Act of 2005, the FDIC merged the Bank Insurance Fund (BIF) and Savings Insurance Fund (SAIF) to form the Deposit Insurance Fund (DIF) effective March 31, 2007. On November 2, 2006, the FDIC set the designated reserve ratio for the deposit insurance fund at 1.25% of estimated insured deposits, and adopted final regulations to implement the risk-based deposit insurance assessment system mandated by the Deposit Insurance Reform Act of 2005, which is intended to more closely tie each bank's deposit insurance assessments to the risk it poses to the deposit insurance fund. Under the new risk-based assessment system, the FDIC will evaluate each institution's risk based on three primary factors -- supervisory ratings for all insured institution, financial ratios for most institutions, and long-term debt issuer ratings for large institutions that have them. An institution’s assessment rate will depend upon the level of risk it poses to the deposit insurance system as measured by these factors. The new rates for most institutions will vary between 5 and 7 cents for every $100 of domestic insurable deposits. The new assessment rates took effect at the beginning of 2007. However, the Deposit Insurance Reform Act of 2005 provides credits to institutions that paid high premiums in the past to bolster the FDIC's insurance reserves, as a result of which the FDIC has announced that a majority of banks will have assessment credits to initially offset all of their premiums in 2007. Management believes that, after applying the 2007 assessment credits, the Bank will not be subject to net assessments in 2007. Management has not yet been able to reliably estimate the amount of the net assessment to which the Bank will be subject in 2007.

Material Trends and Uncertainties. The industry is experiencing an on-going and widespread trend of consolidation in response to shrinking margins, as well as competitive and economic challenges. In an effort to broaden market share by capitalizing on operational efficiencies, larger institutions have been acquiring smaller regional and community banks and thrifts. Chester County has witnessed many recent mergers due to attractive demographics, commercial expansion and other growth indicators. As a result of these factors, the operating environment is very competitive as Chester County hosts over 45 banks, thrifts and credit unions. In addition, brokerage firms, mutual fund companies and boutique investment firms are prevalent, given the county’s attractive demographics. This intense competition continually puts pressures on DNB’s margins and operating results as competitors offer a full range of loan, deposit and investment products and services. In addition, many of these competitors are much larger than DNB and consistently outspend the Bank in marketing to attract new customers and buy market share. DNB anticipates these pressures will continue and management will continue to work to mitigate adverse effects on operating results.

Other Material Challenges, Risks and Opportunities. As a financial institution, DNB's earnings are significantly affected by general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, fluctuations in both debt and equity capital markets, and the strength of the United States economy and local economics in which we operate. For example, an economic downturn, increase in unemployment, or other events that negatively impact household and/or corporate incomes could decrease the demand for DNB's loan and non-loan products and services and increase the number of customers who fail to pay interest or principal on their loans. Geopolitical conditions can also affect DNB's earnings. Acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and our military conflicts including the aftermath of the war with Iraq, could impact business conditions in the United States.

CRITICAL ACCOUNTING POLICIES

The following discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States of America. Generally accepted accounting principles are complex and require management to apply significant judgment to various accounting, reporting and disclosure matters. Management must use assumptions and estimates to apply these principles where actual measurement is not possible or practical. Actual results may differ from these estimates under different assumptions or conditions.

In management's opinion, the most critical accounting policies and estimates impacting DNB's consolidated financial statements are listed below. These policies are critical because they are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the financial statements. For a complete discussion of DNB's significant accounting policies, see the footnotes to the Consolidated Financial Statements for the year ended December 31, 2006, included in DNB's 10-K for the year ended December 31, 2006.

Determination of the allowance for credit losses . Credit loss allowance policies involve significant judgments and assumptions by management which may have a material impact on the carrying value of net loans and leases and, potentially, on the net income recognized by DNB from period to period. The allowance for credit losses is based on management’s ongoing evaluation of the loan and lease portfolio and reflects an amount considered by management to be its best estimate of the amount necessary to absorb known and inherent losses in the portfolio. Management considers a variety of factors when establishing the allowance, such as the impact of current economic conditions, diversification of the portfolios, delinquency statistics, results of loan review and related classifications, and historic loss rates. In addition, certain individual loans which management has identified as problematic are specifically provided for, based upon an evaluation of the borrower’s perceived ability to pay, the estimated adequacy of the underlying collateral and other relevant factors. In addition, regulatory authorities, as an integral part of their examinations, periodically review the allowance for credit losses. They may require additions to the allowance based upon their judgments about information available to them at the time of examination. Although provisions have been established and segmented by type of loan, based upon management’s assessment of their differing inherent loss characteristics, the entire allowance for credit losses is available to absorb further losses in any category.

Management uses significant estimates to determine the allowance for credit losses. Because the allowance for credit losses is dependent, to a great extent, on conditions that may be beyond DNB’s control, management’s estimate of the amount necessary to absorb credit losses and actual credit losses could differ. DNB’s current judgment is that the valuation of the allowance for credit losses remains adequate at March 31, 2007. For a description of DNB’s accounting policies in connection with its allowance for credit losses, see, “Allowance for Credit Losses”, in Management’s Discussion and Analysis.

Realization of deferred income tax items. Estimates of deferred tax assets and deferred tax liabilities make up the asset category titled “net deferred taxes”. These estimates involve significant judgments and assumptions by management, which may have a material impact on the carrying value of net deferred tax assets for financial reporting purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. For a more detailed description of these items, refer to Footnote 11 (Federal Income Taxes) to DNB’s audited consolidated financial statements for the fiscal year ended December 31, 2006.

Other-than temporary impairment of investment securities. FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities states, in part: for individual securities classified as either available-for-sale or held-to-maturity, an enterprise shall determine whether a decline in fair value below the amortized cost basis is other than temporary. For example, if it is probable that the investor will be unable to collect all amounts due according to the contractual terms of a debt security not impaired at acquisition, an other-than-temporary impairment shall be considered to have occurred. If the decline in fair value is judged to be other than temporary, the cost basis of the individual security shall be written down to fair value as a new cost basis and the amount of the write-down shall be included in earnings (that is, accounted for as a realized loss). While FASB Statement No. 115 uses a debt security as an example, similar considerations exist for investments in marketable equity securities. Accordingly, judgment is required in determining whether factors exist that indicate that an impairment loss has been incurred at the end of the reporting period. These judgments are based on subjective as well as objective factors, including knowledge and experience about past and current events and assumptions about future events. The following are examples of such factors.

•

Fair value is significantly below cost and the decline is attributable to adverse conditions specifically related to the security or to specific conditions in an industry or in a geographic area, the decline has existed for an extended period of time or Management does not possess both the intent and the ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

•

The security has been downgraded by a rating agency.

•

The financial condition of the issuer has deteriorated.

•

Dividends have been reduced or eliminated, or scheduled interest payments have not been made.

•

The entity recorded losses from the security subsequent to the end of the reporting period.

The Footnotes to DNB's most recent Consolidated Financial Statements as set forth in DNB's Annual Report 10-K identify other significant accounting policies used in the development and presentation of its financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors that are necessary for an understanding and evaluation of DNB and its results of operations.

FINANCIAL CONDITION

DNB's total assets were $497.6 million at March 31, 2007 compared to $525.2 million at December 31, 2006. The decline in total assets was primarily attributable to a decline in investment securities during the three month period ended March 31, 2007 as discussed below.

Investment Securities. Investment securities at March 31, 2007 were $133.3 million compared to $154.2 million at December 31, 2006. The decrease in investment securities was primarily due to $44.3 million in sales, principal pay-downs and maturities offset by the purchase of $24.2 million in investment securities.

Gross Loans and Leases . Loans and leases were $330.0 million at March 31, 2007 compared to $329.5 million at December 31, 2006. DNB’s loans remained relatively flat quarter-over-quarter as overall loan demand declined and intense competition for potential new loans intensified as a number of new financial institutions entered an already crowded Chester County marketplace. Commercial loans grew $3.9 million while residential real estate loans and commercial leases declined $1.3 million and $2.2 million respectively.

Deposits . Deposits were $373.6 million at March 31, 2007 compared to $381.0 million at December 31, 2006. Deposits declined $7.4 million or 2.0% during the three-month period ended March 31, 2007. A significant portion of this decrease was attributable to decreases of $8.2 million in DNB’s core deposits, offset by a $738,000 increase in time deposits.

Borrowings. Borrowings were $90.0 million at March 31, 2007 compared to $110.5 million at December 31, 2006. The decrease of $20.5 million or 18.5% was primarily due to a $15.0 million decrease in FHLB borrowings coupled with a $5.5 million decline in repurchase agreements. DNB paid down FHLB Borrowings by $15.0 million with cash flow from the investment portfolio. The decline in repurchase agreements was the result of seasonal outflow from some of DNB’s commercial customers’ accounts.

Stockholders’ Equity. Stockholders' equity was $31.2 million at March 31, 2007 compared to $31.4 million at December 31, 2006. The decrease in stockholders’ equity was primarily a result of a $583,000 net-of-tax charge on January 1, 2007 to stockholders’ equity in conjunction with DNB’s implementation of EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insure Arrangements (See Note 6-Recent Accounting Pronouncements on Page 8). This charge, in addition to cash dividends paid, was partially offset by year-to-date earnings.

RESULTS OF OPERATIONS

Net income for the three-month period ended March 31, 2007 was $535,000 compared to $464,000 for the same period in 2006. Diluted earnings per share for the three-month period ended March 31, 2007 were $0.21 compared to $0.19 for the same period in 2006. Earnings per share in 2006 have been adjusted to reflect the effect of the 5% stock dividend paid in December 2006. The increase in net income for the latest three-month period compared to the same period in 2006 was primarily attributable to a $200,000 increase in net interest income and a $153,000 increase in non-interest income, which included a $103,000 securities gain and a $57,000 increase in wealth advisory income due to estate settlements. This was offset by a $264,000 increase in non-interest expense and $18,000 in income taxes. The increases in non-interest income and non-interest expense are discussed in detail below. The increase in net interest income was a result of growth in interest-earning assets offset by net interest margin compression. The net interest margin compression was a result of a rising interest rate environment, an inverted yield curve, and intense competition in DNB’s marketplace.

NET INTEREST INCOME

DNB's earnings performance is primarily dependent upon its level of net interest income, which is the excess of interest income over interest expense. Interest income includes interest earned on loans, investments and federal funds sold and interest-earning cash, as well as loan fees and dividend income earned on investment securities. Interest expense includes interest on deposits, FHLB advances, repurchase agreements, Federal funds purchased and other borrowings.

Net interest income for the three-month period ended March 31, 2007 was $3.8 million compared to $3.6 million for the same period in 2006. Interest income for the three-month period ended March 31, 2007 was $7.5 million compared to $6.5 million for the same period in 2006. The increase in interest income was primarily attributable to an increase of interest on loans and leases, which was a result of strong growth in the loan and lease portfolio. The yield on interest-earning assets for the first quarter in 2007 was 6.3%, compared to 5.8% for the same period in 2006. Interest expense for the three-month period ended March 31, 2007 was $3.7 million compared to $2.9 million for the same period in 2006. The increase in interest expense was primarily attributable to deposit and repurchase agreement account growth as well as higher rates on interest-bearing liabilities. The costs of deposits increased to 2.67% for the first quarter in 2007, compared to 1.92% for the same period in 2006. The net interest margin for the three-month period ended March 31, 2007 was 3.21%, compared to 3.23% for the same period in 2006.

Interest on loans and leases was $5.8 million for the three-month period ended March 31, 2007, compared to $4.8 million for the same period in 2006. The average balance of loans and leases was $333.0 million with an average yield of 7.00% for the three-month period ended March 31, 2007 compared to an average balance of $295.8 million with an average yield of 6.58% for the same period in 2006. The increase in the average balance is the result of management’s increased efforts towards growing DNB’s loan and lease portfolio as DNB has added additional commercial loan officers and business bankers to accomplish this growth. The increase in yield was primarily the result of a rising interest rate environment.

Interest and dividends on investment securities was $1.5 million for the three-month period ended March 31, 2007, compared to $1.5 million for the same period in 2006. The average balance on investment securities was $138.5 million with an average yield of 4.81% for the three-month period ended March 31, 2007 compared to $146.0 million with an average yield of 4.54% for the same period in 2006. The decrease in the average balance was part of DNB’s strategic plan to reduce the size of its investment portfolio. The increase in yield was primarily due to the investment of cash flows into higher yielding securities.

Interest expense was $3.7 million for the three-month period ended March 31, 2007, compared to $2.9 million for the same period in 2006. The increase of $802,000 was primarily attributable to higher rates on interest-bearing deposits and borrowings as well as deposit account growth. The average balance of deposits was $379.3 million with an average rate of 2.67% for the quarter-ended March 31, 2007 compared to $344.2 million with an average rate of 1.92% for the same period in 2006. The increase in the average balance was primarily the result of year-over-year increased deposit relationships through aggressive marketing efforts and the opening of a new branch in West Chester. The average balance of borrowings was $94.1 million with an average rate of 5.17% for the three-month period ended March 31, 2007 compared to $101.5 million with an average rate of 5.07% for the same period in 2006. The decrease in the average balance was attributable to declines in FHLB borrowings. The increase in rate was attributable to an increase in market rates resulting from an increase in the federal funds rate over the last twelve months. The composite cost of funds was 3.17% for the quarter ended March 31, 2007 compared to 2.64% for the same period in 2006.

ALLOWANCE FOR CREDIT LOSSES

To provide for known and inherent losses in the loan and lease portfolios, DNB maintains an allowance for credit losses. Provisions for credit losses are charged against income to increase the allowance when necessary. Loan and lease losses are charged directly against the allowance and recoveries on previously charged-off loans and leases are added to the allowance. In establishing its allowance for credit losses, management considers the size and risk exposure of each segment of the loan and lease portfolio, past loss experience, present indicators of risk such as delinquency rates, levels of non-accruals, the potential for losses in future periods, and other relevant factors. Management’s evaluation of the loan and lease portfolio generally includes reviews of problem borrowers of $100,000 or greater. Consideration is also given to examinations performed by regulatory agencies, primarily the Office of the Comptroller of the Currency (“OCC”).

In establishing and reviewing the allowance for adequacy, management establishes the allowance for credit losses in accordance with generally accepted accounting principles in the United States and the guidance provided in the Securities and Exchange Commission’s Staff Accounting Bulletin 102 (SAB 102). Its methodology for assessing the appropriateness of the allowance consists of several key elements which include: specific allowances for identified problem loans; formula based allowances for commercial and commercial real estate loans; and allowances for pooled, homogenous loans. As a result, management has taken into consideration factors and variables which may influence the risk of loss within the loan portfolio, including: (i) trends in delinquency and non-accrual loans; (ii) changes in the nature and volume of the loan portfolio; (iii) effects of any changes in lending policies; (iv) experience, ability, and depth of management; (v) quality of loan review; (vi) national and local economic trends and conditions; (vii) concentrations of credit; and (viii) effect of external factors on estimated credit losses. In addition, DNB reviews historical loss experience for the commercial real estate, commercial, residential real estate, home equity and consumer installment loan pools to determine a historical loss factor. The historical loss factors are then applied to the current portfolio balances to determine the required reserve percentage for each loan pool based on risk rating.

DNB’s percentage of allowance for credit losses to total loans and leases was 1.29% at March 31, 2007 compared to 1.28% at December 31, 2006. Management believes that the allowance for credit losses was adequate and provided for known and inherent credit losses.

The following table summarizes the changes in the allowance for credit losses for the periods indicated.

(Dollars in thousands)		Three Months Ended March 31, 2007		Year Ended December 31, 2006		Three Months Ended March 31, 2006
Beginning balance		4,226	$	4,420	$	4,420
Provisions		¾		—		—
Charge-offs		(8		(365		(129	)
Recoveries		31		171		18
Ending balance	$	4,249	$	4,226	$	4,309

Total non-interest income includes service charges on deposit products; fees received in connection with the sale of non-depository products and services, including fiduciary and investment advisory services offered through DNB Advisors; securities brokerage products and services and insurance brokerage products and services offered through DNB Financial Services; and other sources of income such as increases in the cash surrender value of bank owned life insurance ("BOLI"), net gains on sales of investment securities and other real estate owned ("OREO") properties. In addition, DNB receives fees for cash management, merchant services, debit cards, safe deposit box rentals, lockbox services and similar activities.

Non-interest income for the three-month period ended March 31, 2007 was $968,000, compared to $815,000 for the same period in 2006. The $153,000 increase was primarily attributable to a $103,000 gain on the sale of securities and an increase of $57,000 in wealth advisory income due to estate settlements, offset by decreases in service charges on deposits and lower annuity fee income.

NON-INTEREST EXPENSE

Non-interest expense for the three-month period ended March 31, 2007 was $4.1 million compared to $3.9 million for the same period in 2006 resulting in a $264,000 increase quarter-over-quarter. Of the increase, $143,000 was attributable to a decrease in FASB 91 deferred costs on loans. Occupancy and Furniture & Equipment increased by $97,000, which was attributable to the addition of the West Chester and Chadds Ford offices. Non-interest expense to average assets was 3.30% for the quarter compared to 3.27% for the same quarter in 2006. The efficiency ratio was 83.83% for the quarter compared to 84.90% for the same quarter in 2006.

Income tax expense for the three-month period ended March 31, 2007 was $74,000 compared to $56,000 for the same period in 2006. Income tax expense for each period differs from the amount determined at the statutory rate of 34% due to tax-exempt income on loans and investment securities, DNB's ownership of BOLI policies, and tax credits recognized on a low-income housing limited partnership.

Non-performing assets are comprised of non-accrual loans and leases, loans and leases delinquent over ninety days and still accruing and Other Real Estate Owned ("OREO"). Non-accrual loans and leases are loans and leases for which the accrual of interest ceases when the collection of principal or interest payments is determined to be doubtful by management. It is the policy of DNB to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more (unless the loan principal and interest are determined by management to be fully secured and in the process of collection), or earlier if considered prudent. Interest received on such loans is applied to the principal balance, or may, in some instances, be recognized as income on a cash basis. A non-accrual loan or lease may be restored to accrual status when management expects to collect all contractual principal and interest due and the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms. OREO consists of real estate acquired by foreclosure. OREO is carried at the lower of cost or estimated fair value, less estimated disposition costs. Any significant change in the level of non-performing assets is dependent, to a large extent, on the economic climate within DNB's market area.

The following table sets forth those assets that are: (i) placed on non-accrual status, (ii) contractually delinquent by 90 days or more and still accruing, (iii) troubled debt restructurings other than those included in items (i) and (ii), and (iv) OREO as a result of foreclosure or voluntary transfer to DNB. DNB did not have any OREO at the end of all reported periods.

Non-Performing Assets
(Dollars in thousands)	March 31, 2007		December 31, 2006		March 31, 2006
Loans and leases:
Non-accrual	$	1,002	$	715	$	1,103
90 days past due and still accruing		177		106		91
Troubled debt restructurings		—		—		—
Total non-performing loans and leases		1,179		821		1,194
Other real estate owned		—		—		—
Total non-performing assets	$	1,179	$	821	$	1,194

The following table sets forth DNB's asset quality and allowance coverage ratios at the dates indicated:

	March 31, 2007			December 31, 2006			March 31, 2006
Asset quality ratios:
Non-performing loans to total loans		0.4	%		0.3	%		0.4	%
Non-performing assets to total assets		0.2			0.1			0.2
Allowance for credit losses to:
Total loans and leases		1.3			1.3			1.4
Non-performing loans and leases		360.5			514.7			360.7

Included in the loan and lease portfolio are loans for which DNB has ceased the accrual of interest. If contractual interest income had been recorded on non-accrual loans, interest would have been increased as shown in the following table:

	Three Months Ended			Year Ended			Three Months Ended
(Dollars in thousands)	March 31, 2007			December 31, 2006			March 31, 2006
Interest income which would have been
recorded under original terms	$	20		$	56			22
Interest income recorded during the period		(4	)		(28	)		(1	)
Net impact on interest income	$	16		$	28		$	21

Impaired loans are those for which the Company has recorded a specific reserve. Information regarding impaired loans is presented as follows:

	Three Months Ended		Year Ended		Three Months Ended
(Dollars in thousands)	March 31, 2007		December 31, 2006		March 31, 2006
Total recorded investment	$	641	$	641	$	987
Average recorded investment		641		962		987
Specific allowance allocation		76		76		452
Total cash collected		9	$	1,145		48
Interest income recorded		—		4		—

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2007, DNB had $71.6 million in un-funded loan commitments. Management anticipates these commitments will be funded by means of normal cash flows. Certificates of deposit greater than or equal to $100,000 scheduled to mature in one year or less from March 31, 2007 totaled $46.4 million. Management believes that the majority of such deposits will be reinvested with DNB and that certificates that are not renewed will be funded by a reduction in Federal funds sold or by pay-downs and maturities of loans and investments.

In March of 2005, DNB completed a private offering of $4 million Trust Preferred Securities, and in November 2005, DNB completed a private offering of 265,730 shares of its common stock to 53 accredited investors at a price of $21.00 per share, realizing total offering proceeds of $5.6 million. DNB invested the majority of the proceeds of each of these securities issuances into the Bank to increase the Bank’s capital levels and legal lending limit.

Management believes that the Corporation and the Bank have each met the definition of “well capitalized” for regulatory purposes on March 31, 2007. The Bank’s capital category is determined for the purposes of applying the bank regulators’ “prompt corrective action” regulations and for determining levels of deposit insurance assessments and may not constitute an accurate representation of the Corporation’s or the Bank’s overall financial condition or prospects. The Corporation’s capital exceeds the FRB’s minimum lever-age ratio requirements for bank holding companies (see additional discussion included in Footnote 17 of DNB’s 10-K).

Under federal banking laws and regulations, DNB and the Bank are required to maintain minimum capital as determined by certain regulatory ratios. Capital adequacy for regulatory purposes, and the capital category assigned to an institution by its regulators, may be determinative of an institution’s overall financial condition.

The following table summarizes data and ratios pertaining to the Corporation and the Bank's capital structure.

					For Capital						To Be Well Capitalized Under Prompt Corrective
	Actual				Adequacy Purposes						Action Provisions
(Dollars in thousands)		Amount	Ratio				Amount	Ratio			Amount	Ratio
DNB Financial Corporation

March 31, 2007:
Total risk-based capital	$	45,309	13.08	%		$	27,719	8.00	%	$	34,649	10.00	%
Tier 1 capital		40,978	11.83				13,860	4.00			20,789	6.00
Tier 1 (leverage) capital		40,978	8.09				20,273	4.00			25,342	5.00
December 31, 2006:
Total risk-based capital	$	45,682	13.29	%		$	27,504	8.00	%	$	34,380	10.00	%
Tier 1 capital		41,384	12.04				13,752	4.00			20,628	6.00
Tier 1 (leverage) capital		41,384	8.28				19,987	4.00			24,984	5.00

DNB First, N.A.

March 31, 2007:
Total risk-based capital	$	44,962	12.97	%		$	27,733	8.00	%	$	34,667	10.00	%
Tier 1 capital		40,741	11.75				13,866	4.00			20,800	6.00
Tier 1 (leverage) capital		40,741	8.05				20,251	4.00			25,314	5.00
December 31, 2006:
Total risk-based capital	$	45,708	13.32	%		$	27,451	8.00	%	$	34,314	10.00	%
Tier 1 capital		41,419	12.07				13,725	4.00			20,588	6.00
Tier 1 (leverage) capital		41,419	8.30				19,966	4.00			24,958	5.00

In addition, the Federal Reserve Bank (the "FRB") leverage ratio rules require bank holding companies to maintain a minimum level of "primary capital" to total assets of 5.5% and a minimum level of "total capital" to total assets of 6%. For this purpose, (i) "primary capital" includes, among other items, common stock, certain perpetual debt instruments such as eligible Trust preferred securities, contingency and other capital reserves, and the allowance for loan losses, (ii) "total capital" includes, among other things, certain subordinated debt, and "total assets" is increased by the allowance for loan losses. DNB's primary capital ratio and its total capital ratio are both well in excess of FRB requirements.

REGULATORY MATTERS

Dividends payable to the Corporation by the Bank are subject to certain regulatory limitations. Under normal circumstances, the payment of dividends in any year without regulatory permission is limited to the net profits (as defined for regulatory purposes) for that year, plus the retained net profits for the preceding two calendar years.

FORWARD-LOOKING STATEMENTS

This report may contain statements that are not of historical facts and may pertain to future operating results or events or management's expectations regarding those results or events. These are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts. When used in this report, the words "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", or words of similar meaning, or future or conditional verbs, such as "will", "would", "should", "could", or "may" are generally intended to identify forward-looking statements. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those contemplated by such statements. For example, actual results may be adversely affected by the following possibilities: (1) competitive pressures among financial institutions may increase; (2) changes in interest rates may reduce banking interest margins; (3) general economic conditions and real estate values may be less favorable than contemplated; (4) adverse legislation or regulatory requirements may be adopted; (5) other unexpected contingencies may arise; (6) DNB may change one or more strategies described in this document; or (7) management's evaluation of certain facts, circumstances or trends and the appropriate responses to them may change. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are either beyond our control or not reasonably capable of predicting at this time. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the results discussed in these forward-looking statements. Readers of this report are accordingly cautioned not to place undue reliance on forward-looking statements. DNB disclaims any intent or obligation to update publicly any of the forward-looking statements herein, whether in response to new information, future events or otherwise.

IT EM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

To measure the impacts of longer-term asset and liability mismatches beyond two years, DNB utilizes Modified Duration of Equity and Economic Value of Equity ("EVE") models. The modified duration of equity measures the potential price risk of equity to changes in interest rates. A longer modified duration of equity indicates a greater degree of risk to rising interest rates. Because of balance sheet optionality, an EVE analysis is also used to dynamically model the present value of asset and liability cash flows, with rates ranging up or down 200 basis points. The economic value of equity is likely to be different if rates change. Results falling outside prescribed ranges require action by management. At March 31, 2007 and December 31, 2006, DNB's variance in the economic value of equity as a percentage of assets with an instantaneous and sustained parallel shift of 200 basis points was within its negative 3% guideline, as shown in the table below. The change as a percentage of the present value of equity with a 200 basis point increase or decrease at March 31, 2007 and December 31, 2006, was within DNB's negative 25% guideline.

	March 31, 2007								December 31, 2006
Change in rates	Flat		-200bp			+200bp			Flat		-200bp			+200bp
EVE	$	50,445	$	39,196		$	52,176		$	48,771	$	45,426		$	43,466
Change				($11,249	)	$	1,731					(3,345	)		(5,305	)
Change as a % of assets				(2.4	%)		.4	%				(0.6	%)		(1.0	%)
Change as a % of PV equity				(22.3	%)		3.4	%				(6.9	%)		(10.9	%)

ITEM 4 - CONTROLS AND PROCEDURES

DNB’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of March 31, 2007, the end of the period covered by this report, in accordance with the requirements of Exchange Act Rule 240.13a-15(b). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that DNB’s current disclosure controls and procedures are effective and timely, providing them with material information relating to DNB and its subsidiaries required to be disclosed in the report DNB files under the Exchange Act.

Management of DNB is responsible for establishing and maintaining adequate internal control over financial reporting for DNB, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. There was no change in the DNB’s “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2007, that has materially affected, or is reasonably likely to materially affect, DNB’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes to the Risk Factors previously disclosed in Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2006, filed with the Commission on March 26, 2007 (File No. 000-16667).

The following table provides information on repurchases by DNB of its common stock in each month of the quarter ended March 31, 2007:


Period	Total Number Of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (a)
January 1, 2007 - January 31, 2007		5,500	$	20.00		5,500		131,674
February 1, 2007 - February 31, 2007		—		—		—		—
March 1, 2007 - March 31, 2007		—		—		—		—
Total		5,500	$	20.00		5,500		131,674

(a)

On July 25, 2001, DNB authorized the buyback of up to 192,938 shares of its common stock over an indefinite period. On August 27, 2004, DNB increased the buyback from 192,938 to 376,228 shares of its common stock over an indefinite period. This number has been adjusted to reflect the 5% stock dividend issued in December 2006. The foregoing figures have been adjusted for stock dividends that have occurred since the date of each authorization.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K.

The exhibits listed on the Index to Exhibits on pages 25-27 of this report are incorporated by reference or filed or furnished herewith in response to this Item.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		D N B FINANCIAL CORPORATION

May 15, 2007	BY:	/s/ William S. Latoff
		William S. Latoff, Chairman of the Board and Chief Executive Officer



May 15, 2007	BY:	/s/ Gerald F. Sopp
		Gerald F. Sopp, Chief Financial Officer and Executive Vice President

Index to Exhibits

Exhibit No. Under Item 601 of Regulation S-K		Description of Exhibit and Filing Information

3	(i)	Amended and Restated Articles of Incorporation, as amended effective June 15, 2001, filed on August 14, 2001, as Item 6(a) to Form 10-Q (No. 0-16667) and incorporated herein by reference.
	(ii)	By-laws of the Registrant as amended December 19, 2001, filed on March 24, 2002 at Item 3b to Form 10-K for the fiscal year ended December 31, 2001 (No. 0-16667) and incorporated herein by reference.
4		Registrant has certain debt obligations outstanding, for none of which do the instruments defining holders rights authorize an amount of securities in excess of 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. Registrant agrees to furnish copies of such agreements to the Commission on request.
10	(a)*	Amended and Restated Change of Control Agreements dated December 20, 2006 between DNB Financial Corporation and DNB First, N.A. and the following executive officers, each in the form filed March 26, 2007 as item 10(a) to Form 10-K for the fiscal year-ended December 31, 2006 (No. 0-16667) and incorporated herein by reference: Ronald K. Dankanich, Bruce E. Moroney, C. Tomlinson Kline III, and Richard J. Hartmann.
	(b)**	1995 Stock Option Plan of DNB Financial Corporation (as amended and restated, effective as of April 27, 2004), filed on March 29, 2004 as Appendix A to Registrant’s Proxy Statement for its Annual Meeting of Stockholders held April 27, 2004, and incorporated herein by reference.
	(c)*	Form of Change of Control Agreements, as amended November 10, 2003, filed on November 14, 2003 as Item 10(e) to Form 8-K (No. 0-16667) and incorporated herein by reference between DNB Financial Corporation and DNB First, N.A. and each of the following Directors: (i) dated November 10, 2005 with James H. Thornton, James J. Koegel and Eli Silberman, and (ii) dated February 23, 2005 with Mildred C. Joyner, and dated February 22, 2006 with Thomas Fillippo.
	(d)***	DNB Financial Corp. Incentive Equity and Deferred Compensation Plan filed March 10, 2005 as item 10(i) to Form 10-K for the fiscal year-ended December 31, 2004 (No. 0-16667) and incorporated herein by reference.
	(e)*	Amended and Restated Change of Control Agreement among DNB Financial Corporation, DNB First, N.A. and William S. Latoff, dated December 20, 2006, filed March 26, 2007 as item 10(e) to Form 10-K for the fiscal year-ended December 31, 2006 (No. 0-16667) and incorporated herein by reference .
	(f)*	Agreement of Lease dated February 10, 2005 between Headwaters Associates, a Pennsylvania general partnership, as Lessor, and DNB First, National Association as Lessee for a portion of premises at 2 North Church Street, West Chester, Pennsylvania, filed March 10, 2005 as Item 10(l) to Form 10-K for the fiscal year ended December 31, 2004 (No. 0-16667) and incorporated herein by reference, as amended by Addendum to Agreement of Lease dated as of November 15, 2005, filed March 23, 2006 as Item 10(l) to Form 10-K for the fiscal year ended December 31, 2005 (No. 0-16667) and incorporated herein by reference, and as further amended by Second Addendum to Agreement of Lease dated as of May 25, 2006, filed August 14, 2006 as Item 10(l) to Form 10-Q for the fiscal quarter ended June 30, 2006 (No. 0-16667) and incorporated herein by reference.

	(g)	Marketing Services Agreement between TSG, INC., a Pennsylvania business corporation (the "Service Provider") for which Eli Silberman, a Director of Registrant, is the President and owner dated March 14, 2006, filed May 10, 2006 as Item 10(m) to Form 10-Q for the fiscal quarter ended March 31, 2006 (No. 0-16667) and incorporated herein by reference.
	(h)**	Form of Stock Option Agreement for grants prior to 2005 under the Registrant’s Stock Option Plan, filed May 11, 2005 as Item 10(n) to Form 10-Q for the fiscal quarter ended March 31, 2005 (No. 0-16667) and incorporated herein by reference.
	(i)**	Form of Nonqualified Stock Option Agreement for April 18, 2005 and subsequent grants under the Stock Option Plan, filed May 11, 2005 as Item 10(o) to Form 10-Q for the fiscal quarter ended March 31, 2005 (No. 0-16667) and incorporated herein by reference.
	(j)	Agreement of Sale dated June 1, 2005 between DNB First, National Association (the “Bank”), as seller, and Papermill Brandywine Company, LLC, a Pennsylvania limited liability company, as buyer (“Buyer”) with respect to the sale of the Bank’s operations center and an adjunct administrative office (the “Property”) and accompanying (i) Agreement of Lease between the Buyer as landlord and the Bank as tenant, pursuant to which the Property will be leased back to the Bank, and (ii) Parking Easement Agreement to provide cross easements with respect to the Property, the Buyer’s other adjoining property and the Bank’s other adjoining property, filed August 15, 2005 as Item 10(p) to Form 10-Q for the fiscal quarter ended June 30, 2005 (No. 0-16667) and incorporated herein by reference.
	(k)	Agreement of Lease dated November 18, 2005 between Papermill Brandywine Company, LLC, a Pennsylvania limited liability company (“Papermill”), as Lessor, and DNB First, National Association as Lessee for the banks operations center and adjunct administrative office, filed March 23, 2006 as Item 10(q) to Form 10-K for the fiscal year ended December 31, 2005 (No. 0-16667) and incorporated herein by reference.
	(l)*	Amended and Restated Change of Control Agreement among DNB Financial Corporation, DNB First, N.A. and William J. Hieb, filed March 26, 2007 as item 10(l) to Form 10-K for the fiscal year-ended December 31, 2006 (No. 0-16667) and incorporated herein by reference .
	(m)**	Form of Nonqualified Stock Option Agreement for grants on and after December 22, 2005 under the Stock Option Plan, filed March 23, 2006 as Item 10(s) to Form 10-K for the fiscal year ended December 31, 2005 (No. 0-16667) and incorporated herein by reference.
	(n)***	Deferred Compensation Plan For Directors of DNB Financial Corporation (adopted effective October 1, 2006), filed November 14, 2006 as Item 10(s) to Form 10-Q for the fiscal quarter ended September 30, 2006 (No. 0-16667) and incorporated herein by reference.
	(o)***	DNB Financial Corporation Deferred Compensation Plan (adopted effective October 1, 2006), filed November 14, 2006 as Item 10(t) to Form 10-Q for the fiscal quarter ended September 30, 2006 (No. 0-16667) and incorporated herein by reference..
	(p)***	Trust Agreement, effective as of October 1, 2006, between DNB Financial Corporation and DNB First, National Association (Deferred Compensation Plan), filed November 14, 2006 as Item 10(u) to Form 10-Q for the fiscal quarter ended September 30, 2006 (No. 0-16667) and incorporated herein by reference.
	(q)*	Change of Control Agreements among DNB Financial Corporation, DNB First, N.A. and each of the following executive officers, each in the form filed March 26, 2007 as item 10(q) to Form 10-K for the fiscal year-ended December 31, 2006 (No. 0-16667) and incorporated herein by reference : Albert J. Melfi, Jr. and Gerald F. Sopp.

	(r)*	DNB Financial Corporation Supplemental Executive Retirement Plan for William S. Latoff as amended and restated effective April 1, 2007, filed herewith.
	(s)*	Trust Agreement effective as of December 20, 2006 between DNB Financial Corporation and DNB First, N.A. (William S. Latoff SERP), filed March 26, 2007 as item 10(s) to Form 10-K for the fiscal year-ended December 31, 2006 (No. 0-16667) and incorporated herein by reference, as modified by Agreement to Terminate Trust dated as of April 1, 2007, filed herewith.
	(t)*	DNB Offer Letter to Albert J. Melfi, Jr., dated November 10, 2006, filed March 26, 2005 as item 10(t) to Form 10-K for the fiscal year-ended December 31, 2006 (No. 0-16667) and incorporated herein by reference.
	(u)*	DNB Offer Letter to Gerald F. Sopp, dated December 20, 2006 , filed March 26, 2007 as item 10(u) to Form 10-K for the fiscal year-ended December 31, 2006 (No. 0-16667) and incorporated herein by reference.
11		Registrant’s Statement of Computation of Earnings Per Share. The information for this Exhibit is incorporated by reference to page 6 of this Form 10-Q
14		Code of Ethics as amended and restated effective February 23, 2005, filed March 10, 2005 as Item 10(m) to Form 10-K for the fiscal year ended December 31, 2004 (No. 0-16667) and incorporated herein by reference.
31.1		Rule 13a-14(a)/15d-14 (a) Certification of Chief Executive Officer, filed herewith.
31.2		Rule 13a-14(a)/15d-14 (a) Certification of Chief Financial Officer, filed herewith.
32.1		Section 1350 Certification of Chief Executive Officer, filed herewith.
32.2		Section 1350 Certification of Chief Financial Officer, filed herewith.
	*	Management contract or compensatory plan arrangement.
	**	Shareholder approved compensatory plan pursuant to which the Registrant’s Common Stock may be issued to employees of the Corporation.
	***	Non-shareholder approved compensatory plan pursuant to which the Registrant’s Common Stock may be issued to employees of the Corporation.

AGREEMENT TO TERMINATE TRUST

THIS AGREEMENT, effective as of April 1, 2007, is made by and between DNB FINANCIAL CORPORATION (the “Company”) and DNB FIRST, NATIONAL ASSOCIATION (the “Trustee”).

WHEREAS, the Company and the Trustee are parties to a Trust Agreement effective as of December 20, 2006 (“Trust Agreement”), pursuant to that DNB Financial Corporation Supplemental Executive Retirement Plan for William S. Latoff (“Plan”); and

WHEREAS, in connection with the amendment and restatement of the Plan, and in accordance with the terms thereof, the Company and the Trustee desire to terminate the Trust Agreement and the trust established thereunder.

NOW THEREFORE, the Company and the Trustee hereby agree as follows:

1. The Trust Agreement shall be terminated as of April 1, 2007.

2. As soon as practicable following April 1, 2007, the Trustee shall sell all or less than all the securities and other investments held by it pursuant to the Trust Agreement and transfer the cash proceeds and remaining securities and other investments in kind to the Company, in all cases pursuant to the directions of the Company.

3. The Company hereby waives its right to any and all accountings by the Trustee otherwise required by Section 9 of the Trust Agreement, except to the extent any such accounting is required by applicable law or rule of any regulatory agency having jurisdiction with respect to the the Company or the Trustee.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.

DNB FINANCIAL CORPORATION	DNB FIRST, NATIONAL ASSOCIATION

_______________________________	_______________________________

I, William S. Latoff, hereby consent to the termination of the Trust Agreement and the reversion of the assets held in trust pursuant thereto to the Company.

_______________________________

DNB FINANCIAL CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 2007

	PAGE
ARTICLE I. PURPOSE	1
ARTICLE II. DEFINITIONS	1
ARTICLE III. ALLOCATION OF DEFERRED COMPENSATION	3
ARTICLE IV. VESTING	3
ARTICLE V. ENTITLEMENT TO DEFERRED COMPENSATION	4
ARTICLE VI. FUNDING OF DEFERRED COMPENSATION	6
ARTICLE VII. DESIGNATION OF BENEFICIARIES	6
ARTICLE VIII. ADMINISTRATION	7
ARTICLE IX. AMENDMENT	8
ARTICLE X. MISCELLANEOUS	8
APPENDIX A DESIGNATION OF BENEFICIARY	10

1.01 The primary purpose of this Plan is to provide a supplemental retirement benefit to the Executive in order to competitively compensate him for being elected full-time Chairman and Chief Executive Officer of the Company in 2004 and, as a result, foregoing opportunities to accrue substantial retirement income in connection with his other business interests. The Deferred Compensation shall be earned by the Executive and accrued by the Company on a defined contribution basis.

2.01 "Account" means a bookkeeping reserve account established in the books of the Company for the Executive.

2.02 “Accrued Benefit” means, at any point in time, the Executive’s vested interest, as determined pursuant to Article IV, below, in the Account resulting from all allocations pursuant to Section 3.01, below, plus earnings pursuant to Section 3.02, below, and after taking into account any previous payments pursuant to Article V, below.

2.03 “Bank” means DNB First, National Association.

2.04 "Beneficiary" means the beneficiary or beneficiaries designated by the Executive to receive the amounts, if any, payable under the Plan upon his or her death, pursuant to Article VII, below.

2.05 "Board of Directors" means the Board of Directors of the Company.

2.06 “Cause” means personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, conviction of a felony, suspension or removal from office or prohibition from participation in the conduct of the Company’s or Bank’s affairs pursuant to a notice or other action by any regulatory agency having jurisdiction over the Company or the Bank, or willful violation of any law, rule or regulation or final cease-and-desist order which in the reasonable judgment of the Board of Directors will probably cause substantial economic damages to the Company, willful or intentional breach or neglect by Executive of his duties, or material breach of any material provision of any agreement between the Company or the Bank and the Executive pertaining to his employment. For purposes of this definition of “Cause,” no act, or failure to act on Executive’s part shall be considered “willful” unless done, or omitted to be done, by him without good faith and without reasonable belief that this action or omission was in the best interest of Company; provided that any act or omission to act by Executive in reliance upon an approving opinion of counsel to the Company or counsel to the Executive shall not be deemed to be willful. The terms “incompetence” and “misconduct” shall be defined with reference to standards generally prevailing in the banking industry. In determining incompetence and misconduct, Company shall have the burden of proof with regard to the acts or omission of Executive and the standards prevailing in the banking industry.

2.07 “Change of Control” means any one or more of the following, with respect to the Company or the Bank:

(1) a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) (or any successor provision) as it may be amended from time to time;

(2) any “persons” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first written above), other than Company or Bank or any “person” who on the date hereof is a director of officer of Company or Bank, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Company or Bank representing 25% or more of the combined voting power of Company’s or Bank’s then outstanding securities; or

(3) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Company or Bank cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period.

2.08 “Code” means the Internal Revenue Code of 1986, as amended.

2.09 "Company" means DNB Financial Corporation.

2.10 "Deferred Compensation" means the supplemental compensation and earnings

thereon credited to the Account.

2.11 "Effective Date" means April 1, 2007, the effective date of this Plan as hereby amended and restated.

2.12 "Executive" means William S. Latoff.

2.13 “Good Reason” means (a) the assignment to Executive of any duties inconsistent with Executive’s positions, duties, responsibilities, titles or offices with the Company or the Bank as in effect immediately prior to a Change in Control, (b) any removal of Executive from, or any failure to re-elect Executive to, any of such positions, except in connection with a termination or suspension of employment for Cause, disability, death or retirement, (c) a reduction by the Company or the Bank in Executive’s base annual salary, bonus and/or benefits as in effect immediately prior to a Change in Control or as the same may be increased from time to time thereafter, or the failure to grant periodic increases in the Executive’s base annual salary on a basis at least substantially comparable to the lowest periodic increase granted to other officers of the Company having the title of executive vice president or above, (iv) any purported termination of Executive’s employment with the Company or the Bank when Cause does not exist, or (v) a relocation of Executive’s workplace outside of Chester County.

2.14 “Payment Date” means January 1, 2019.

2.15 "Plan" means this DNB Financial Corporation Supplemental Executive Retirement Plan, as hereby amended and restated effective April 1, 2007, and as the same may be further amended from time to time.

2.16 "Trustee" means the individual or corporation appointed by the Company to serve as trustee of a trust established by the Company pursuant to Article VI, below.

2.17 "Valuation Date" means the last day of each calendar month on which the New York Stock Exchange is open for business.

ALLOCATION OF DEFERRED COMPENSATION

3.01 As of the Effective Date, the Company shall credit Deferred Compensation to the Account in the amount of One Thousand, Six Hundred Thirty Dollars ($1,630.00), representing the additional amount, if any, accrued to Executive’s benefit to the Effective Date on the deferred compensation amounts credited to date to the Account. As of January 1 of each of the years 2008 through 2018, the Company shall credit Deferred Compensation to the Account in the amount of seventy thousand dollars ($70,000).

3.02 As of each Valuation Date after the Effective Date, the Company shall credit the Account with earnings in the nature of interest at a rate equal to the prime rate of interest most recently published by the Wall Street Journal prior to January 1 of the calendar year in which such Valuation Date falls. Notwithstanding the preceding sentence, in no event shall the rate used for purposes of this Section 3.02 be less than eight percent (8%) or greater than nine and one-half percent (9.5%).

4.01 For purposes of this Plan, the Executive shall have a vested interest in the balance of the Account of forty percent (40%) as of the Effective Date. Thereafter, the Executive’s vested interest in the balance of the Account shall be determined in accordance with the following schedule, provided that the Executive remains employed, continuously, by the Company or the Bank through the dates indicated:

Date	Vested Percentage
December 15, 2007	60%
December 15, 2008	80%
December 15, 2009	100%

4.02 Notwithstanding Section 4.01, above, (a) the Executive’s vested interest in the Account upon and at all times following his termination by the Company or the Bank for reasons other than Cause shall be one hundred percent (100%); (b) the Executive’s vested interest in the Account upon and at all times following his termination of employment with the Company or the Bank for Good Reason following a Change in Control shall be one hundred percent (100%); and (c) the Executive’s vested interest in the Account upon and at all times following his termination of employment with the Company or the Bank for Good Reason following the signing of a letter of intent or a formal acquisition or merger agreement between the Company or the Bank, of the one part, and a third party which contemplates a transaction that would result in a Change in Control, but only if such letter of intent or agreement, or the transaction contemplated thereby, has not been canceled or terminated at the time of his termination for Good Reason.

ENTITLEMENT DEFERRED TO COMPENSATION

5.01 Commencing on the Payment Date, or as soon as practicable thereafter, the Executive’s Accrued Benefit shall be paid to him in fifteen (15) annual installments. Payment shall commence on the Payment Date whether or not the Executive is still employed by the Company or the Bank as of the Payment Date.

5.02 At least one year prior to the Payment Date, the Executive may make an election to defer receipt of the installment payments set forth in Section 5.01, and instead receive payment of his Accrued Benefit in two or more, but not more than fifteen (15), annual installments commencing as of a date specified by the Executive, or in a single lump sum as of a date specified by the Executive, provided that in either case such date is at least five years following the Payment Date. Any such election shall be in writing and delivered to the Chief Financial Officer of the Company at least one year prior to the Payment Date.

5.03 In the event of the death of the Executive prior to the Payment Date, the Executive’s Accrued Benefit shall be paid to his Beneficiary in either a single lump sum, in annual installments over a period of years not exceeding fifteen (15), or by the purchase and distribution of a commercial annuity contract, as of or commencing on the Payment Date, or as soon as practicable thereafter, as directed by the Beneficiary in a written election delivered to the Chief Financial Officer of the Company. Such written election shall be made no later than the last date permitted by Section 409A of the Code and the regulations thereunder. If no such written election is made in a timely manner, or if no such election is permitted by Section 409A of the Code and the regulations thereunder, the Executive’s Accrued Benefit shall be paid to the Beneficiary in a single lump sum as of the Payment Date, or as soon as practicable thereafter.

5.04 If payments hereunder are to be made in two or more installments, the amount of each installment, other than the final installment, shall be equal to the Accrued Benefit as of the last Valuation Date preceding payment, divided by the number of payments remaining in the installment period, including the current payment. The amount of the final installment shall be equal to the Accrued Benefit as of the last Valuation Date preceding the date of payment. Any amount remaining upon the death of the Executive shall be paid to his Beneficiary in either a single lump sum, in annual installments over a period of years not exceeding fifteen (15), or by the purchase and distribution of a commercial annuity contract, as of or commencing on the Payment Date, or as soon as practicable thereafter, as directed by the Beneficiary in a written election delivered to the Chief Financial Officer of the Company. Such written election shall be made no later than the last date permitted by Section 409A of the Code and the regulations thereunder. If no such written election is made in a timely manner, or if no such election is permitted by Section 409A of the Code and the regulations thereunder, the Executive’s Accrued Benefit shall be paid to the Beneficiary in a single lump sum as of the Payment Date, or as soon as practicable thereafter.

5.05 All amounts payable pursuant to this Plan shall be subject to all applicable Federal, state and local tax withholding requirements, and other charges and assessments imposed by law.

5.06 Notwithstanding the foregoing provisions of this Article V, or the vesting rules of Article IV, if the Executive’s employment with the Company or the Bank is terminated for Cause prior to the commencement of payments, he shall forfeit the Accrued Benefit, and no payments to him or his Beneficiary shall be made under this Plan. If the Executive’s employment with the Company or the Bank is terminated for Cause after the commencement of payments, he shall forfeit the Accrued Benefit, and no further payments to him or his Beneficiary shall be made under this Plan.

5.07 (a) If, as a result of payments provided for under or pursuant to this Plan, together with all other payments in the nature of compensation provided to or for the benefit of the Executive under any other plans or agreements in connection with a Change in Control, the Executive becomes subject to excise taxes under Section 4999 of the Code, then, in addition to any other benefits provided under or pursuant to this Plan or otherwise, the Company shall pay to the Executive at the time any such payments are made under or pursuant to this or other plans or agreements, an amount equal to the amount of such excise taxes (the “Parachute Tax Reimbursement”). In addition, the Company shall “gross up” such Parachute Tax Reimbursement by paying to the Executive at the same time an additional amount equal to the aggregate amount of any additional taxes (whether income taxes, excise taxes, special taxes, employment taxes or otherwise, and whether Federal, state or local) that are or will be payable by the Executive as a result of the Parachute Tax Reimbursement being paid or payable to the Executive and as a result of such additional amounts paid or payable to the Executive pursuant to this sentence, such that after payment of such additional taxes the Executive shall have been paid on a net, after-tax basis an amount equal to the Parachute Tax Reimbursement. The amount of the gross-up described in the immediately preceding sentence shall be computed on the assumption that the Executive shall be subject to each applicable tax at the highest marginal rate of such tax.

(b) The amount of any Parachute Tax Reimbursement and any gross-up shall be determined by a registered public accounting firm selected by the Compensation Committee of the Board of Directors of the Company, whose determination, absent manifest error, shall be treated as conclusive and binding absent a binding determination by a governmental authority that a greater or lesser amount of taxes is payable by the Executive.

(c) If the Parachute Tax Reimbursement and a gross-up are provided for the Executive pursuant to one or more other plans or agreements in addition to this Plan, they shall be provided only once.

FUNDING OF DEFERRED COMPENSATION

6.01 Except as provided by the terms of a Trust established pursuant to Section 6.02, below, neither the Executive nor the Beneficiary shall have any right, title, or interest in or to any investments which the Company may make to aid it in meeting its obligations hereunder. Such investments, whether held in trust or otherwise, shall be unrestricted corporate assets.

6.02 The Company may establish a Trust for the purpose of funding the Deferred Compensation provided hereunder. Such Trust shall include such terms, restrictions and limitations as necessary to ensure that it will be treated as a "grantor trust" within the meaning of subpart E, part I, subchapter J, chapter I, subtitle A of the Code, with respect to the Company. Moreover, the Trust shall be evidenced by an agreement substantially similar to the form of the model trust agreement set forth in Internal Revenue Service Revenue Procedure 92-64, including any modification to such Revenue Procedure, and include provisions required in such model trust agreement that all assets of the trust shall be subject to the claims of creditors of the Company in the event of its insolvency. Any assets of the Trust remaining after the obligations to the Executive and his Beneficiary have been satisfied shall be paid to the Company.

6.03 The Company shall direct the Trustee of the Trust to invest the assets of the Trust in accordance with the investment directions of the Compensation Committee of the Board of Directors. Neither the Company, the Compensation Committee of the Board of Directors, the Trustee, nor their respective employees and agents shall be liable for any losses attributable to the investment selections made by the Compensation Committee of the Board of Directors.

6.05 Notwithstanding any provision of the Trust to the contrary, all expenses of the Trust, and any taxes that may be levied against the Trust, shall be paid by the Company, other than taxes required to be withheld from payments of Trust assets to the Executive or his Beneficiary. In the event that any Trust assets are used to pay expenses or taxes of the Trust, the Company shall reimburse the Trust within five business days of such payment.

DESIGNATION OF BENEFICIARIES

7.01 The Executive shall file with the Company a written designation in the form attached hereto as Appendix A of one or more persons as Beneficiary to receive the amount, if any, payable under the Plan upon his death. The Executive may, from time to time, revoke or change his Beneficiary designation by filing a new designation with the Company. The last such designation received by the Company shall be controlling, provided, however, that no designation, change or revocation thereof, shall be effective unless received by the Company prior to the Executive’s death.

Primary Beneficiary I	Primary Beneficiary II (optional )
Name:	Name:
Address:
	Address:

SSN/EIN:	SSN/EIN:
Relationship:	Relationship:
Percentage:	Percentage:

Contingent Beneficiary I	Contingent Beneficiary II (optional)
Name:	Name:
Address:	Address:

SSN/EIN:	SSN/EIN:
Relationship:	Relationship:
Percentage:	Percentage:

	_______________ _______________
	(signature) (date)