Exhibit 10(w)

AMENDMENT TO CHANGE OF CONTROL AGREEMENT  FOR  [EXECUTIVE NAME]

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of                (this "Amendment"), amends that
certain Change of Control
Agreement dated                ,                , as previously amended by Amendment to
Change of Control Agreement dated                , 200  (as so amended, the "Agreement") by and
among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION, a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 ("Bank")
(Holding Company and Bank are sometimes referred to individually and collectively herein as the "Company")
and                                    , an individual ("Executive").

Background

A.    Company
and Executive wish to modify the Agreement to comply with certain provisions of the Emergency Economic Stabilization Act of 2008, as amended, including without
limitation as amended by ARRA ("EESA") and the American Recovery and Reinvestment Act of 2009 ("ARRA") and any subsequent legislation whether heretofore or hereafter enacted ("Subsequent Legislation")
and the regulations, orders and other interpretive actions thereunder ("Implementing Rules") promulgated by any applicable governmental authority ("Applicable Authority"), including without limitation
the provisions of the Interim Final Rule on "TARP Standards for Compensation and Corporate Governance" published by the United Stated Treasury Department ("UST") on June 15, 2009 (the "June
2009 Interim Final Rule") (the requirements of EESA, ARRA, Subsequent Legislation and Implementing Rules that maybe applicable to the Company or Executive or the compensation or benefits provided to
Executive under this Agreement or otherwise as a result of the Company's participation in TARP are sometimes referred to herein as the "TARP Provisions").

B.    The
Boards of Directors of the Holding Company and the Bank have each approved this Agreement and it is intended to be maintained as part of the official records of the
Holding Company and the Bank.

NOW
THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties agree as follows:

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

2.     Effect of TARP Participation.



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

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

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

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

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

Attest:

Holding Company:
DNB FINANCIAL CORPORATIONBy:Name:



Name:Title:



Title:Attest:

Bank
DNB FIRST, NATIONAL ASSOCIATIONBy:Name:



Name:Title:



Title:Witness:

Executive:Print Name:



Name:Individually


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