DNB Financial Corporation

                               [DNB LOGO OMITTED]

For further information, please contact:
Bruce Moroney
CFO/ Senior Vice President
610-873-5253                                               FOR IMMEDIATE RELEASE

--------------------------------------------------------------------------------


(December 20, 2004 - Downingtown, PA) Henry F. Thorne, President and Chief
Executive Officer of DNB Financial Corporation (the "Corporation") and its
wholly owned subsidiary DNB First, National Association, a national bank whose
main office is in Downingtown, Pennsylvania (the "Bank"), announced today his
decision to retire from his current positions with the Corporation and the Bank
(collectively, "DNB"), with a final retirement from employment on June 20, 2006.
In making the announcement, he stated that to facilitate the transition, he will
retire as President and Chief Executive Officer of the Corporation and the Bank
and as director of the Bank, effective immediately, but will continue as a
director and employee of the Corporation until he reaches age 62 in June 2005.
Thereafter, Mr. Thorne will step down as a director of the Corporation but will
continue to serve as an employee of the Bank, assisting with customer and public
relations until his retirement date.
         The Corporation announced today that its Board of Directors has
appointed Mr. Thorne as Vice Chairman, effective immediately.
         The Corporation also announced today that the Boards of Directors of
the Corporation and the Bank has elected William S. Latoff, the current Chairman
of the Corporation and the Bank, as the Chief Executive Officer of the
Corporation and the Bank. It also announced that the Boards of Directors has
elected William J. Hieb as President of the Corporation and the Bank. Mr. Hieb
currently serves as Chief Operating Officer of each corporation and will
continue to do

                                       1


so hereafter. Mr. Hieb has also been appointed a director of the Bank and is
expected to become a director of the Corporation in June 2005.
         "My retirement and Bill Hieb's promotion are all part of our strategic
plan, as is Bill Latoff's expanded role as CEO", said Mr. Thorne. "It has been
my great pleasure to have helped guide the bank to where it is today. I have
many wonderful memories and equally wonderful friends at DNB and I look forward
to assisting DNB where I can during the coming 18 months. DNB First is strongly
positioned for its next generation of growth."
         Mr. Thorne has served as an officer and employee of the Corporation and
the Bank since 1992. Under the direction of Mr. Thorne and the Board of
Directors, DNB has grown to nearly $450 million in assets as of September 30,
2004, with nine branches in Chester County, Pennsylvania. The Board of Directors
thanks Mr. Thorne for his numerous contributions to DNB and his willingness to
continue assisting DNB, and states that it wishes him well as he begins his
transition to retirement.
         Mr. Latoff, the new Chief Executive Officer of the Corporation and the
Bank, has served on the Board of Directors of the Corporation and the Bank since
1998 and has been their Chairman since 2003. Prior to service with DNB, Mr.
Latoff has spent his entire career in finance and financial services fields,
including as a director and member of the executive committee of other financial
institutions.
         Mr. Hieb, the new President of the Corporation and the Bank, has served
as Executive Vice President and Chief Operating Officer of the Corporation and
the Bank since April 2003. Prior to joining DNB, he was a Senior Executive with
First Union and other financial institutions.
         In connection with Mr. Thorne's retirement, the Corporation will
recognize a net charge, after taxes, of $250,000 in the fourth quarter of 2004.

                                       2


         DNB Financial Corporation is a bank holding company whose bank
subsidiary, DNB First, is a commercial bank and a member of the FDIC. The Bank,
headquartered in Downingtown, Chester County, Pennsylvania, has nine (9) full
service offices. Through DNB Advisors, DNB First provides wealth management and
trust services to individuals and businesses throughout Chester County. The Bank
and its subsidiary, DNB Financial Services, Inc., make available certain
nondepository products and services, such as securities brokerage, mutual funds,
life insurance and annuities. Customers may also visit us on our website at
http://www.dnbfirst.com. Inquiries regarding the purchase of DNB Financial
Corporation stock may be made through the market makers listed on our website at
http://www.dnbfirst.com.




                   4 Brandywine Avenue, Downingtown, PA 19335


                                       3