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                                                                   Exhibit 10(d)

                                                               Performance Share
                                                                      1995

                          DAUPHIN DEPOSIT CORPORATION
                           1995 STOCK INCENTIVE PLAN
                          PERFORMANCE SHARE AGREEMENT
                          DATE OF GRANT: MAY 1, 1995
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     1.   Grant.  Pursuant to the provisions of the 1995 Stock Incentive Plan 
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(the "Plan"), Dauphin Deposit Corporation (the "Company") on the above date has 
granted to



          ____________________________(the "Grantee")

subject to the terms and conditions which follow and the terms and conditions of
the Plan, a target of

    _______Performance Shares (the "Performance Shares").

A copy of the Plan is attached and made a part of this Agreement with the same 
effect as if set forth in the Agreement itself.  The initial value of each 
Performance Share shall be the Fair Market Value of a share of Company Common 
Stock on December 30, 1994 which was $23.8125.  Capitalized terms not otherwise 
defined herein shall have the meaning set forth in the Plan, unless the context 
requires a different meaning.

     2.   Performance Period.  The Performance Shares shall be payable, in the 
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form provided in Paragraph 4 below, and to the extent provided in Paragraph 3
below, as soon as practicable after the end of the Performance Period, which
shall commence as of January 1, 1995 and end on December 31, 1997.

     3.   Performance Goals.  Up to 100% of the Performance Shares will be 
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earned, depending upon if, and the extent to which, the Company achieves the 
following Performance Goals:

          (a)  Share Price Appreciation. Sixty percent (60%) of the Performance
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               Shares awarded in Paragraph 1 shall be deemed to be earned if the
               average Fair Market Value of Company Common Stock for the forty-
               five (45) consecutive trading days
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               ending on and including December 31, 1997 equals or exceeds $34
               per share. If the average Fair Market Value determined as above
               set forth is less than $30 per share, no shares will be earned
               and all rights to earn up to 60% of the shares based on Company
               Common Stock price appreciation will be forfeited. If the average
               Fair Market Value determined as above set forth is at least $30
               per share, 30% of the shares specified in Paragraph 1 will be
               deemed to be earned. If the average Fair Market Value determined
               as above set forth exceeds $30 per share but is less than $34 per
               share, a pro-rata portion between 30% and 60% of such shares
               shall be deemed to be earned in accordance with Schedule 1
               attached hereto.

          (b)  Corporate Performance Measures. Forty percent (40%) of the
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               Performance Shares awarded in Paragraph 1 shall be deemed to be
               earned if the Company attains certain corporate performance
               goals, as set forth on Schedule 2 attached hereto.

     4.   Form of Payment. Any Performance Shares payable pursuant to Paragraph 
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3 above shall be paid in shares of Company Common Stock, except that the 
Management Development and Compensation Committee (the "Committee") of the 
Company's Board of Directors may, in its discretion, permit the payment of cash 
in lieu of up to 50% of the Fair Market Value of such shares of Common Stock, 
upon a request in writing from the Grantee.

     5.   Change in Control. Upon the occurrence of a Change in Control, the 
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Performance Shares specified in Paragraph 1 will be deemed to be fully earned 
and payable at that time.

     6.   Forfeiture. Upon Grantee's termination of employment for any reason or
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under any circumstances prior to completion of the first 12 months of the 
Performance Period, all Performance Shares granted hereunder will be forfeited. 
In the event of Grantee's (a) death or permanent disability, (b) normal 
retirement under the Company's Pension Plan, or (c) earlier termination of 
employment with the consent of the Committee following completion of the first 
12 months of the Performance Period, Grantee, or in the case of death, Grantee's
beneficiary, will be deemed to earn a pro-rata number of shares at the 
completion of the Performance Period in accordance with Paragraph 3 above based 
on the number of full months of the Performance Period which have elapsed prior 
to the date of termination of employment. For example, if 100% of the 
Performance Goals have been attained at the completion of the Performance 
Period, Grantee or, in the case of death, Grantee's beneficiary, shall be deemed
to have earned the number of shares set

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forth in Paragraph 1 multiplied by a fraction the numerator of which shall be 
the number of full months of the Performance Period prior to the date of 
termination employment and the denominator of which is 36.

In the event Grantee's employment is terminated for any other reason, all 
Performance Shares granted hereunder will be forfeited.

     7.   No Right to Employment.  Neither the execution and delivery of this 
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Agreement nor the granting of the Performance Shares evidenced hereby shall 
constitute or be evidence of any agreement of understanding, express or implied,
on the part of the Company or its subsidiaries to employ the Grantee for any 
specific period or in any specific capacity or shall prevent the Company or its 
subsidiaries from terminating the Grantee's employment at any time with or 
without cause.

     8.   Rights.  Nothing herein shall be deemed to entitle the Grantee to any 
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rights as a holder of Common Stock unless and until certificates for shares of 
Common Stock are actually issued in the name of the Grantee as provided herein.

     9.   Income Taxes.  The Grantee is liable for any federal, state and local 
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income taxes applicable upon payment of the Performance Shares.  Upon demand by 
the Company, Grantee shall promptly pay to the Company in cash, and/or the 
Company may withhold from Grantee's compensation or from the shares of Common 
Stock to be issued pursuant hereto or any cash payable in lieu of some or all of
such shares of Common Stock, an amount necessary to pay any income withholding 
taxes required by the Company to be collected upon such payment.

     10.  Grantee.  In consideration of the grant, the Grantee specifically 
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agrees that the Committee shall have the exclusive power to interpret the Plan
and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan and Agreement as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all
interpretation and determinations made by the Committee shall be final,
conclusive and binding upon the Grantee, the company and all other interested
persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Agreement. The Committee may delegate its interpretive authority to an
officer or officers of the Company.

     11.  Miscellaneous.  This Agreement (a) shall be binding upon and inure 
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to the benefit of any successor of the Company, (b) shall be governed by the
laws of the Commonwealth of Pennsylvania, and (c) may not be amended except in
writing.

     12.  Acknowledgment.  This grant will not be effective until the Grantee 
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dates and signs the form of Acknowledgment below and returns to the Company a 
signed

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copy of this Agreement.  By signing the Acknowledgment, the Grantee agrees to 
the terms and conditions referred to in Paragraph 1 above and acknowledges 
receipt of a copy of the Prospectus related to the Plan.


                                                DAUPHIN DEPOSIT CORPORATION

                                
                                                BY: 
                                                    -------------------------
                                                       Authorized Signatory


ACKNOWLEDGMENT:


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Grantee's Signature


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Date


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Social Security Number