DNB FINANCIAL CORP /PA/
THORNE EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit10_c-d.txt
<DESCRIPTION>THORNE EMPLOYMENT AGREEMENT
<TEXT>
                            DNB FINANCIAL CORPORATION
             MINUTES OF BOARD RESOLUTIONS ADOPTED FEBRUARY 27, 2002

     Employment  Agreement - Mr. Latoff,  a member of the Corporate  Development
Committee,  reported the committee's  desire to approve a change in Mr. Thorne's
Employment  Agreement  which would increase the severance  payment to 2.99 times
the higher of (i) Mr.  Thorne's base salary  immediately  prior to the change in
control or (ii) his base salary at the time of  termination,  and provided  that
such increase would be  self-operative  without need of any formal  agreement or
amendment.

     On a  motion  made  by Mr.  Greenleaf  and  seconded  by Mr.  Jameson,  the
agreement was approved.

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

                            DOWNINGTOWN NATIONAL BANK
             MINUTES OF BOARD RESOLUTIONS ADOPTED FEBRUARY 27, 2002


     Employment  Agreement - Mr. Latoff,  a member of the Corporate  Development
Committee,  reported the committee's  desire to approve a change in Mr. Thorne's
Employment  Agreement  which would increase the severance  payment to 2.99 times
the higher of (i) Mr.  Thorne's base salary  immediately  prior to the change in
control or (ii) his base salary at the time of  termination,  and provided  that
such increase would be  self-operative  without need of any formal  agreement or
amendment.

     On a  motion  made  by Mr.  Greenleaf  and  seconded  by Mr.  Jameson,  the
agreement was approved.


</TEXT>
</DOCUMENT>
