ex4-4.htm


     

    Exhibit 4.4

    
 

    
      
        	
                NUMBER 0001

              	 
      	
                11,750 SHARES

              


      

    

     

    CUSIP
NO. 233237 205

     

    SEE
REVERSE FOR CERTAIN INSTRUCTIONS

     

    DNB
FINANCIAL CORPORATION

     

    THIS CERTIFIES THAT ------- UNITED
STATES DEPARTMENT OF THE TREASURY ---- is the owner of:

    


    FULLY
PAID AND NONASSESSABLE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES
2008A, $10.00 PAR VALUE PER SHARE, OF

     

    DNB
Financial Corporation (the “Corporation”), a Pennsylvania corporation. The
shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder hereof in person or by its duly
authorized attorney or other representative, upon the surrender of this
certificate properly endorsed.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES
REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT
OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT
EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER
THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS
INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES
REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.

     

    IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on
its behalf by its duly authorized officers.

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Dated:  January
      30, 2009

            	 
      	 
      	 
      	
              [SEAL]

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                /s/ Gerald F.
      Sopp

            	 
      	 
      	 
      	 
      	 
      	
                /s/ William S.
      Latoff

            	 
      	 
      
	
              Secretary

            	 
      	 
      	 
      	 
      	 
      	
              Chairman
      and Chief Executive Officer

            	 
      	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    DNB FINANCIAL
CORPORATION

     

    The
shares represented by this certificate are issued subject to all the provisions
of the articles of incorporation and bylaws of  the Corporation as
from time to time amended (copies of which are on file at the principal
executive office of the Corporation), to all of which the holder by acceptance
hereof assents.

     

    The
Corporation will furnish to any shareholder upon request and without charge a
full statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to the Corporation or to its transfer
agent and registrar.

     

    KEEP THIS
CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN

    OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A

    CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE

     

    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     

    
      
        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  TEN COM

                	 
      	
                  -

                	
                    

                	
                  as
      tenants in common

                	
                    

                	
                  UNIF
      GIFT MIN ACT______________Custodian                 

                
	 
      	 
      	 
      	
                    

                	 
      	
                    

                	
                  (Custodian)                 

                	 
      	
                    (Minor)

                
	
                  TEN
      ENT

                	 
      	
                  -

                	
                    

                	
                  as
      tenants by the entireties

                	
                    

                	
                  under
      Uniform Gifts to Minors Act of _______________                              

                  (State)

                
	 
      	 
      	 
      	
                    

                	 
      	
                    

                	 
      	 
      	 
      
	
                  JT
      TEN

                	 
      	
                  -

                	
                    

                	
                  as
      joint tenants with right of

                  survivorship
      and not as tenants in common

                	
                    

                	
                  Additional
      abbreviations may also be used though not in

                  the
      above list.

                


        

      

    

     

    FOR VALUE
RECEIVED,                                                                              
HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

     

    


     

    (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL

    SECURITY
OR OTHER IDENTIFYING NUMBER, OF ASSIGNEE)

     

                                    
(                        )
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series 2008A, par
value $10.00 per share, of the Corporation represented by this Certificate and
do hereby irrevocably constitute and appoint                                                                                    
attorney to transfer the said shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Series 2008A, par value $10.00 per share, on the books of the
Corporation, with full power of substitution in the premises.

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Dated 

            	 
      	 
      	 
      	 
      	 
      	
              X                                       
                                           

            
	 
      	 
      	 
      	 
      	 
      	 
      	
              NOTICE:

            	 
      	
              The
      signature to this Assignment must correspond with the name as written upon
      the face of this Certificate in every particular, without alteration or
      enlargement or any change
whatsoever.