DNB Financial Corporation
                                [GRAPHIC OMITTED]
                                  NEWS RELEASE
For further information, please contact:
Bruce E. Moroney
Sr. Vice President & Chief Financial Officer
610-873-5253                                               FOR IMMEDIATE RELEASE


                            DNB Financial Corporation

                        Declares a 5% Stock Dividend and
                              a $0.13 Cash Dividend


     (November  21,  2002 --  Downingtown,  PA) The  Board of  Directors  of DNB
Financial Corporation,  parent of the Downingtown National Bank, have declared a
cash dividend of $0.13 per share for the fourth quarter of 2002 to  shareholders
of record on December 10, 2002.  The cash  dividend will be paid on December 20,
2002. They also declared a 5% Stock Dividend,  payable to shareholders of record
on December 17, 2002 and payable December 27, 2002.

     Downingtown  National Bank is a commercial bank with $382 million in assets
and nine full  service  offices.  In  addition,  DNB  Advisors  provides  wealth
management and trust services to individuals and businesses  throughout  Chester
County.












































        4 Brandywine Avenue, Downingtown, PA 19335-0904 o (610) 269-1040