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DAUPHIN DEPOSIT CORPORATION TO ACQUIRE VALLEY BANCORP., INC.

 HARRISBURG, Pa., June 16 /PRNewswire/ -- Dauphin Deposit Corporation (NASDAQ: DAPN) and Valley Bancorp., Inc. (NASDAQ: VBIP) have signed a definitive agreement whereby Valley would merge into Dauphin.
 The announcement was made today by William J. King, chairman and chief executive officer of Dauphin Deposit Corporation, J. Edward Beck Jr., chairman of Valley Bancorp., Inc., and John C. Brugler, president and chief executive officer of Valley Bancorp., Inc.
 The merger agreement, valued at approximately $68.8 million, was approved by the boards of directors of both companies. It is anticipated that each share of Valley common stock will be exchanged for between 2.1401 and 2.4193 shares of Dauphin Deposit Corporation common stock, depending on the market value of Dauphin common stock prior to the effective date of the merger. It is expected that the receipt of the Dauphin common stock by Valley shareholders will be treated as a tax-free exchange for federal tax purposes. Valley also gave Dauphin an option to acquire up to 19.9 percent of its outstanding shares under certain conditions.
 The transaction, which is subject to approval by bank regulatory authorities and Valley shareholders, is expected to close during the fourth quarter of 1993.
 Dauphin Deposit Corporation, headquartered in Harrisburg, with $4.5 billion in assets, is the area's largest independent bank holding company. Dauphin currently serves central, south central and eastern Pennsylvania, and the Baltimore area, with 102 branch offices in 12 Pennsylvania counties and one Maryland county. Dauphin's two major banking subsidiaries are Dauphin Deposit Bank and Trust Company, headquartered in Harrisburg, which includes the Bank of Pennsylvania Division, based in Reading, Pa.; and Farmers Bank and Trust Company of Hanover, headquartered in Hanover, Pa.
 Valley Bancorp., Inc. is headquartered in Chambersburg, Pa., and has assets of $326 million and 14 branch offices. Valley Bancorp., Inc. will be merged into Dauphin Deposit Corporation, while Valley Bank and Trust Company, Valley Bancorp., Inc.'s only bank subsidiary, will become a division of Dauphin Deposit Bank and Trust Company. Brugler will remain as president of the Valley Bank Division. One Valley director will become a director of Dauphin Deposit Bank and Trust Company.
 Commenting on the transaction, King said, "Valley is an excellent fit and an outstanding banking organization, and we are enthusiastic about our future prospects in serving the Franklin County marketplace. Teaming up with Valley will further enhance our service to this area and is consistent with our strategy of extending our presence within existing markets. Both Dauphin and Valley have established themselves as strong members of the communities they serve and will continue this tradition by concentrating on the fundamentals of banking and providing superb customer service."
 Beck and Brugler in a co-statement said, "We are excited by the opportunity to combine with Dauphin. Our directors, who will remain as an advisory board, enthusiastically support this new partnership and believe it will be highly beneficial to our shareholders, our customers and our employees. We believe the combined bank will provide quality banking leadership in the Franklin County marketplace."
 The merger will give Dauphin Deposit Corporation new branch locations in Pennsylvania's Franklin County. After the merger, Dauphin Deposit Corporation, through its wholly owned banking subsidiaries, will have 116 full-service branches serving Adams, Berks, Chester, Cumberland, Dauphin, Franklin, Lancaster, Lebanon, Lehigh, Montgomery, Northampton and York counties in Pennsylvania, the city of Baltimore and Baltimore County in Maryland.
 /delval/
 -0- 6/16/93
 /CONTACT: N. Bruce Pinto, vice president of Dauphin Deposit, 717-255-2066/
 (DAPN VBIP)


CO: Dauphin Deposit Corporation; Valley Bancorp., Inc. ST: Pennsylvania; Maryland IN: FIN SU: TNM

CC-MK -- PH019 -- 2662 06/16/93 13:52 EDT
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Date:Jun 16, 1993
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