Exhibit 10(r)


    Exhibit
      10(r)

    AMENDMENT
      TO CHANGE OF CONTROL AGREEMENT

    


    THIS
      AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of January 26, 2006 (this
      "Amendment"), amends that certain Change of Control Agreement dated September
      22, 2003 (the “Agreement”) by and among DNB FINANCIAL CORPORATION ("Holding
      Company"), DNB FIRST, NATIONAL ASSOCIATION (formerly known as Downingtown
      National Bank), 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 increase the “Base
      Severance” payable to Executive under certain circumstances, specified in the
      Agreement, after the occurrence of a “Change in Control” (as defined in the
      Agreement).

    


    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.
      Change
      in Certain Severance Payment Amounts.
      Paragraph (f)(I) of Section 7 of the Agreement is hereby amended to read in
      full
      as follows:

    


    (I)
      Base
      Severance.
      An
      amount equal to: (A) the annual base salary paid to the Executive and includible
      in the Executive's gross income for federal income tax purposes during the
      year
      in which the date of termination occurs by Company and any of its subsidiaries
      subject to United States income tax; multiplied by (B) 2.00. Such payment shall
      be made in a lump sum within one (1) calendar week following the date of
      termination, subject to withholding by the Company as required by applicable
      law
      and regulations. Notwithstanding any provision of this Agreement or any other
      agreement of the parties, if the severance payment or payments under this
      Agreement, either along or together with other payments which the Executive
      has
      the right receive from the Company, would constitute a "parachute payment"
      (as
      defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
      "Code") or any successor provision, such lump sum severance payment shall be
      reduced to the largest amount as will result in no portion of the lump sum
      severance payment under this Agreement being subject to the excise tax imposed
      by Section 4999 of the Code.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    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:
                

               

               

               

              _________________________
                

              Ronald
                K. Dankanich

              Secretary

            	
              Holding
                Company:

              DNB
                FINANCIAL CORPORATION 

               

               

              By:________________________________

              William
                S. Latoff

              Chief
                Executive Officer

            
	
              Attest:
                

               

               

               

              _________________________
                

              Print
                Name: ____________________

              Secretary

            	
              Bank

              DNB
                FIRST, NATIONAL ASSOCIATION 

               

               

              By:________________________________

              William
                S. Latoff

              Chief
                Executive Officer

            
	
              Witness:

               

               

              _______________________________

              Print
                Name: _____________________

            	
              Executive:

               

               

              __________________________

              __________________________

              Individually