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DAUPHIN DEPOSIT TO ACQUIRE FB&T CORPORATION

 DAUPHIN DEPOSIT TO ACQUIRE FB&T CORPORATION
 HARRISBURG, Pa., Jan. 27 /PRNewswire/ -- Dauphin Deposit Corporation


(NASDAQ: DAPN) and FB&T Corporation have signed a definitive agreement whereby FB&T would merge into Dauphin, it was announced today by William J. King, chairman and chief executive officer of Dauphin Deposit Corporation, and Lawrence J. LaMaina Jr., chairman, president, and chief executive officer of FB&T.
 The merger agreement, valued at approximately $86.75 million, was approved by the boards of directors of both companies. It is anticipated that each share of FB&T common stock will be exchanged for between .944 and 1.052 shares of Dauphin common stock, depending on the market value of Dauphin stock prior to the effective date of the merger. It is expected that the receipt of Dauphin common stock by FB&T's shareholders will be treated as a tax-free exchange for federal tax purposes. FB&T also gave Dauphin an option to acquire up to 19.99 percent of its outstanding shares under certain conditions.
 The transaction, which is subject to approval by bank regulatory authorities and FB&T shareholders, is expected to close during the summer of 1992.
 Dauphin Deposit Corporation, with $3.6 billion in assets, headquartered in Harrisburg, is the area's largest independent bank holding company. It currently serves central and eastern Pennsylvania with 85 branch offices in eight counties. Its major subsidiary, also headquartered in Harrisburg, is Dauphin Deposit Bank and Trust Company and includes the Bank of Pennsylvania Division based in Reading, Pa.
 FB&T Corporation is headquartered in Hanover, Pa., and has assets of $648 million and 17 branch offices. FB&T Corporation will be merged into Dauphin Deposit Corporation, and FB&T's principal banking subsidiary, Farmers Bank & Trust Company, will become a wholly owned subsidiary of Dauphin Deposit Corporation and will remain under the leadership of LaMaina, who will become a vice chairman of Dauphin Deposit Corporation.
 Commenting on the transaction, King said, "This is an excellent strategic fit with an outstanding banking organization, and we are enthusiastic about the future prospects in serving this important marketplace. FB&T's branches are in new communities for Dauphin and represent a very desirable and natural extension of our existing market area. Both Dauphin and FB&T have established themselves as strong members of the communities they serve and will continue these traditions, concentrating on the basics of banking and providing superb customer service."
 LaMaina said, "We are excited by the opportunity of combining with such a high-quality organization as Dauphin. Our directors, who will all remain in their current positions, enthusiastically join me in realizing that this new partnership will be highly beneficial to our shareholders, the communities we serve and our employees. We believe that the combined corporation will provide quality banking leadership to the central Pennsylvania market and the Susquehanna Valley."
 Other subsidiaries of FB&T Corporation which will be acquired by Dauphin at the effective date of the merger are Reliance Consumer Discount Company, Farmers Mortgage Corporation, Center Square Life Insurance Company, Farmco Realty, Inc., and Farmers Bank, a federal savings bank, with two offices in Maryland.
 The merger will give Dauphin Deposit Corporation new branch locations in the Pennsylvania counties of Adams, Franklin, and York and in the city of Baltimore and Baltimore County, Md. After the merger, Dauphin Deposit Corporation, through its wholly owned banking subsidiaries, will have 102 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- 1/27/92
 /CONTACT: N. Bruce Pinto, vice president of Dauphin Deposit, 717-255-2066/
 (DAPN) CO: Dauphin Deposit Corporation; FB&T Corporation ST: Pennsylvania, Maryland IN: FIN SU: TNM


CC-MK -- PH037 -- 3944 01/27/92 17:23 EST
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Date:Jan 27, 1992
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