EXHIBIT 3(i)  AMENDED AND RESTATED ARTICLES OF INCORPORATION OF DNB FINANCIAL CORPORATION  The
undersigned corporation (hereinafter, Corporation) hereby amends and restates
its Articles of Incorporation in their entirety, as permitted under Sections 1528(f) and
1911(a)(5) and (6) and 1914(c)(2)(iv) and (4) of the Pennsylvania
Business Corporation Law of 1988, as amended (the BCL), as follows:  1.
The name of the corporation is: DNB Financial Corporation.  2.
The location and post office address of the initial registered office of the
corporation is: 4 Brandywine Avenue, Downingtown, Pennsylvania 19335.  3.
The corporation is incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania for the following purpose or purposes:  To
have unlimited power to engage in and to any lawful act concerning any or all
lawful business for which corporations may be incorporated under the provisions
of the Business Corporation Law of the Commonwealth of Pennsylvania.  4.
The term for which the corporation is to exist is: perpetual.  5.
The aggregate number of shares which the Corporation shall have authority to
issue is Ten Million (10,000,000) shares of Common Stock of the par value of
One Dollar ($1.00) per share (the Common Stock) and One Million (1,000,000) shares
of Preferred Stock of the par value of Ten Dollars ($10.00) per share (the Preferred
Stock), for a total authorized capital of Twenty Million Dollars ($20,000,000).  Any or all classes or series of shares of
stock, or any part thereof, of the Corporation may be uncertificated shares to
the extent determined by the Board of Directors of the Corporation from time to
time. However, in no event shall shares represented by a certificate be deemed
uncertificated until the certificate is surrendered to the Corporation.  The
Board of Directors is hereby expressly authorized, by resolution or
resolutions, to provide for series of Preferred Stock out of the unissued shares
of Preferred Stock. Before any shares of any such series are issued the Board of
Directors shall fix, and hereby is expressly empowered to fix, by resolution or
resolutions, the following provisions of the shares thereof:  (a) the
designation of such series, the number of shares to constitute such series and
the stated value thereof if different from the par value thereof;  (b) whether
the shares of such series shall have voting rights, in addition to any voting rights
provided by law, and, if so, the terms of such voting rights, which may be
general or limited;


(c) the
dividends, if any, payable on such series, whether any such dividends shall be
cumulative, and, if so, from what dates, the conditions and dates upon which
such dividends shall be payable, and the preference or relation which such dividends
shall bear to the dividends payable on any shares of stock of any other class
or any other series of this class;  (d) whether
the shares of such series shall be subject to redemption by the Corporation,
and, if so, the times, prices and other conditions of such redemption;  (e) the
amount or amounts payable upon shares of such series upon, and the rights of
the holders of such series in, the voluntary or involuntary liquidation, dissolution
or winding up, or upon any distribution of the assets, of the Corporation;  (f) whether
the shares of such series shall be subject to the operation of a retirement or
sinking fund, and, if so, the extent to and manner in which any such retirement
or sinking fund shall be applied to the purchase or redemption of the shares of
such series for retirement or other corporate purposes and the terms and provisions
relative to the operation thereof;  (g) whether
the shares of such series shall be convertible into, or exchangeable for,
shares of stock of any other class or any other series of this class or any
other securities, and, if so, the price or prices or the rate or rates of conversion
or exchange and the method, if any, of adjusting the same, and any other terms
and conditions of conversion or exchange;  (h) the
limitations and restrictions, if any, to be effective while any shares of such
series are outstanding, upon the payment of dividends or the making of other distributions
on, and upon the purchase, redemption or other acquisition by the Corporation
of, the Common Stock or shares of stock of any other class or any other series of
this class;  (i) the
conditions or restrictions, if any, upon the creation of indebtedness of the
Corporation or upon the issuance of any additional stock, including additional shares
of such series or of any other series of this class or of any other class; and  (j) any
other powers, preferences and relative, participating, optional and other
special rights, and any qualifications, limitations and restrictions thereof.  The
powers, preferences and relative, participating, optional and other special
rights of each series of Preferred Stock, and the qualifications, limitations
or restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding. All shares of any one series of Preferred Stock shall
be identical in all respects with all other shares of such series, except that shares
of any one series issued at different times may differ as to the dates from which
dividends thereon shall accrue and/or be cumulative.  6.
No merger, consolidation, liquidation or dissolution of this corporation nor
any action that would result in the sale or other disposition of all or substantially
all of the assets of this


corporation
shall be valid unless first approved by the affirmative vote of the holders of
at least seventy-five percent (75%) of the outstanding shares of Common Stock
of this corporation. The foregoing sentence shall not, however, apply to any
particular transaction, and such transaction shall require only such
affirmative vote as is required by any other provision of these Articles or any
provision of law, if the transaction shall have been approved by a two-thirds vote
of the Board of Directors. This Article 6 may not be amended unless first
approved by the affirmative vote of the holders of at least seventy-five percent
(75%) of the outstanding shares of Common Stock of this corporation.  7.
Cumulative voting rights shall not exist with respect to the election of directors.  8.
(a) The Board of Directors may, if it deems it advisable, oppose a tender
or other offer for the corporations securities, whether the offer is in cash
or in the securities of a corporation or otherwise. When considering whether to
oppose an offer, the Board of Directors may, but is not legally obligated to, consider
any relevant, germane or pertinent issue; by way of illustration, but not to be
considered any limitation on the power of the Board of Directors to oppose a tender
or other offer for this corporations securities, the Board of Directors may,
but shall not be legally obligated to, consider any or all of the following:  (i) Whether
the offer price is acceptable based on the historical and present operating results
or financial condition of the corporation;  (ii) Whether
a more favorable price could be obtained for the corporations securities in
the future;  (iii)The
impact which an acquisition of the corporation would have on the employees, depositors
and customers of the corporation and its subsidiaries and the communities which
they serve;  (iv) The
reputation and business practices of the offeror and its management and affiliates
as they would affect the employees, depositors and customers of the corporation
and its subsidiaries and the future value of the corporations stock;  (v) The
value of the securities (if any) which the offeror is offering in exchange for
the corporations securities, based on an analysis of the worth of the corporation
as compared to the corporation or other entity whose securities are being
offered; and  (vi) Any
antitrust or other legal and regulatory issues that are raised by the offer.  (b) If
the Board of Directors determines that an offer should be rejected, it may take
any lawful action to accomplish its purpose, including, but not limited to, any
or all of the following: advising shareholders not to accept the offer; litigation
against the offeror; filing complaints with all governmental and regulatory
authorities; acquiring the corporations securities; selling or otherwise issuing
authorized but unissued securities or treasury stock or granting options with respect
thereto; acquiring a company to create an


antitrust
or other regulatory problem for the offeror; and obtaining a more favorable
offer from another individual or entity.  9.
The effective date of the amendments made by these Amended and Restated Articles
of Incorporation shall be the date on which such Articles are filed with the
Department of State of the Commonwealth of Pennsylvania, whichever is later.  10.
These Amended and Restated Articles of Incorporation supersede the original Articles
of Incorporation of the Corporation and all amendments thereto.  IN
TESTIMONY WHEREOF, the undersigned corporation has caused these Amended and Restated
Articles of Incorporation to be executed by a duly authorized officer on this 8th
day of December, 2008.  DNB
  FINANCIAL CORPORATIONBy:
  /s/
  William J. HiebPresident