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                                                                   Exhibit 10(e)

                          DAUPHIN DEPOSIT CORPORATION
                    1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN



     1.   Purpose.  The purpose of this 1996 Non-Employee Directors' Stock Plan
(the "Plan") of Dauphin Deposit Corporation (the "Company") is to advance the
interests of the Company and its stockholders by providing a means to attract
and retain highly qualified persons to serve as non-employee directors of the
Company and its wholly-owned subsidiary, Dauphin Deposit Bank and Trust Company
(the "Bank), and to promote ownership by non-employee directors of a greater
proprietary interest in the Company, thereby aligning such directors' interests
more closely with the interests of stockholders of the Company.

     2.   Definitions.  In addition to terms defined elsewhere in the Plan, the
following terms shall be defined as set forth below:

          (a)  "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.  References to any provision of the Code include regulations
     thereunder and successor provisions and regulations thereto.

          (b)  "Deferred Stock" means the credits to a Participant's deferral
     account under Section 7, each of which represents the right to receive one
     share of Stock upon settlement of the deferral account.  Deferral accounts,
     and Deferred Stock credited thereto, are maintained solely as bookkeeping
     entries by the Company evidencing unfunded obligations of the Company.

          (c)  "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.  References to any provision of the Exchange Act include rules
     thereunder and successor provisions and rules thereto.

          (d)  "Fair Market Value" of Stock means, as of any given date, the
     average of the high and the low sale prices of a share of common stock
     reported in the table entitled "NASDAQ NATIONAL MARKET ISSUES" contained in
     The Wall Street Journal (or an equivalent successor table) for such date
     or, if no such prices are reported for such date, on the most recent
     trading day prior to the date of grant with respect to which such prices
     were reported.

          (e)  "Option" means the right, granted to a Participant under Section
     6, to purchase Stock at the specified exercise price for a specified period
     of time under the Plan.

          (f)  "Participant" means a director of the Company or the Bank who is
     granted Options or who defers fees in the form of Deferred Stock under the
     Plan and an advisory board director of the Bank who defers fees in the form
     of Deferred Stock under the Plan.

          (g)  "Stock" means the Common Stock, $5.00 par value, of the Company
     and such other securities as may be substituted for Stock or such other
     securities pursuant to Section 8.
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     3.   Shares Available Upon the Plan.  Subject to adjustment as provided in
Section 8, the total number of shares of Stock reserved and available for
delivery under the Plan is 150,000.  Such shares may be authorized but unissued
shares, treasury shares, or shares acquired in the market for the account of the
Participant.  If any Option expires or terminates for any reason without having
been exercised in full, the shares subject to the unexercised portion of such
Option will again be available for delivery under the Plan.

     4.   Administration of the Plan.  The Plan will be administered by the
Board of Directors of the Company and the Executive Committee thereof, provided
that any action by the Board or Committee relating to the Plan will be taken
only if, in addition to any other required vote, approved by the affirmative
vote of a majority of the directors who are not then eligible to participant
under the Plan.

     5.   Eligibility.

          (a)  Each director of the Company or the Bank who, on any date on
     which an Option is to be granted under Section 6 or on which fees are to be
     paid, is not an employee of the Company or any subsidiary of the Company
     will be eligible, at such date, to receive a grant of Options under Section
     6 or defer fees in the form of Deferred Stock under Section 7.

          (b)  Each advisory board director of the Bank who, on any date on
     which fees are to be paid, is not an employee of the Company or any
     subsidiary of the Company will be eligible, at such date, to defer fees in
     the form of Deferred Stock under Section 7.

No person other than those specified in this Section 5 will participate in the
Plan.

     6.   Stock Options.  An Option to purchase 1,000 shares of Stock will be
granted on the first business day of May in each year to each director of the
Company who is then eligible to receive an Option grant and to each director of
the Bank, who is not also a director of the Company, who is then eligible to
receive an Option grant.  Options granted under the Plan will be non-qualified
stock options which will be subject to the following terms and conditions:

          (a)  Exercise Price. The exercise price per share of Stock purchasable
     under an Option will be equal to 100% of the Fair Market Value of Stock on
     the date of grant of the Option.

          (b)  Option Term.  Each Option will expire at the earlier of (i) ten
     years after the date of grant or (ii) five years after the Participant
     ceases to serve as a director of the Company or the Bank, as the case may
     be, for any reason, provided that, if the Participant dies during such
     five-year post-termination exercise period, such period shall be extended
     until not later than the date five years after the Participant's death (but
     in no event more than ten years after the date of grant).

          (c)  Exercisability.  Each Option will become fully exercisable one
     year after the date of grant of the Option; provided, however, that an
     Option previously granted to a Participant will be fully exercisable after
     the Participant ceases to serve as a director of the Company or the Bank
     for any reason.

          (d)  Method of Exercise.  Each Option may be exercised, in whole or in
     part, at such time as it is exercisable and prior to its expiration by
     giving written notice of

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     exercise to the Company specifying the Option to be exercised and the
     number of shares to be purchased, and accompanied by payment in full of the
     exercise price in cash (including by check) or by surrender of shares of
     Stock of the Company already owned by the Participant (except for shares
     acquired from the Company by exercise of an option less than six months
     before the date of surrender) having a Fair Market Value at the time of
     exercise equal to the exercise price, or a combination of a cash payment
     and such surrender of Stock.

     7.   Deferred Stock in Lieu of Fees.  Each director of the Company or Bank
and advisory board directors of the Bank may, in lieu of receipt of fees in his
or her capacity as a director or an advisory board director (including annual
retainer fees for service on the Board, fees for attendance at Board meetings,
fees for service on a Board committee, and fees for service as chairman of a
Board committee) in cash, defer receipt of such fees in the form of Deferred
Stock in accordance with this Section 7, provided that such director or advisory
board director is eligible under Section 5 to defer fees in the form of Deferred
Stock at the date any such fee is otherwise payable.

          (a)  Elections. Each director or advisory board director who elects to
     defer fees in the form of Deferred Stock for any calendar year must file an
     irrevocable written election with the Secretary of the Company no later
     than the June 30 of the preceding year; provided, however, that, with
     respect to 1996, directors and advisory board directors may file such
     election at any time prior to the effective date of the Plan, and that any
     newly elected or appointed director or advisory board director may file an
     election for any year not later than 30 days after the date such person
     first became a director or advisory board director. An election by a
     director or advisory board director shall be deemed to be continuing and
     therefore applicable to subsequent Plan years unless the director or
     advisory board director revokes or changes such election by filing a new
     election form by the due date for such form specified in this Section 7(a).
     The election must specify the following:

              (i)    A percentage, not to exceed an aggregate of 100% of the
          Participant's fees, to be deferred in the form of Deferred Stock under
          the Plan;

              (ii)   Whether dividend equivalents on Deferred Stock credited to
          the Participant's deferral account will be paid directly to the
          Participant in cash or credited to his or her deferral account and
          deemed to be reinvested in additional Deferred Stock; and

              (iii)  The period during which settlement of the Deferred Stock
          will be deferred.

     In the event directors' fees or advisory board directors' fees are
     increased during any year, a Participant's elections in effect for such
     year will apply to the amount of such increase.

          (b)  Deferral of Fees in the Form of Deferred Stock.  The Company will
     establish a deferral account for each Participant who elects to defer fees
     in the form of Deferred Stock under this Section 7.  At any date on which
     fees are payable to a Participant who has elected to defer fees in the form
     of Deferred Stock, the Company will credit such Participant's deferral
     account with a number of shares of Deferred Stock equal

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     to the number of shares of Stock having an aggregate Fair Market Value at
     that date equal to the fees that otherwise would have been payable at such
     date but for the Participant's election to defer receipt of such fees in
     the form of Deferred Stock.  The amount of Deferred Stock so credited shall
     include fractional shares calculated to at least three decimal places.

          (c)  Payment or Crediting of Dividend Equivalents.  Whenever dividends
     are paid or distributions made with respect to Stock, a Participant to whom
     Deferred Stock is then credited in a deferred account shall be entitled to
     be paid an amount equal in value to the amount of the dividend paid or
     property distributed on a single share of Stock multiplied by the number of
     shares of Deferred Stock (including any fractional share) credited to his
     or her deferral account as of the record date for such dividend or
     distribution.  Such dividend equivalents shall be credited to the
     Participant's deferral account as a number of shares of Deferred Stock
     equal to the number of shares of Stock having an aggregate Fair Market
     Value at the payment date of the dividend or distribution equal to the
     value of such dividend equivalents.

          (d)  Settlement of Deferral Account.  The Company will settle the
     Participant's deferral account in the manner and at the time elected by the
     Participant on forms provided by the Company by delivering to the
     Participant (or his or her beneficiary) the number of shares of Stock equal
     to the number of whole shares of Deferred Stock then credited to the
     deferral account (or a specified portion in the event of any partial
     settlement), together with cash in lieu of a fractional share remaining at
     a time that less than one whole share of Deferred Stock is credited to such
     deferral account.

          (e)  Designation of Beneficiary. Each Participant may designate one or
     more beneficiaries to receive the amounts distributable from the
     Participant's deferral account under the Plan in the event of such
     Participant's death, on forms provided by the Company. The Company may rely
     upon the beneficiary designation last filed in accordance with the terms of
     the Plan.

          (f)  Delayed Effectiveness of Elections in Order to Comply with Rule
     16b-3.  Other provisions of this Section 7 notwithstanding, if any deferral
     of fees in the form of Deferred Stock would occur less than six months
     after the Participant filed the irrevocable election which would result in
     such payment or deferral and at a time that the Company's employee benefit
     plans are being operated in conformity with Rule 16b-3 as adopted and in
     effect on and after May 1, 1991, such payment shall be made in cash and on
     a non-deferral basis.

          (g)  Vesting. The interest of each Participant in any fees paid in the
     form of Deferred Stock (and any deferral account relating thereto) shall be
     at all times fully vested and non-forfeitable.

     8.   Adjustment Provisions. In the event any recapitalization,
reorganization, merger, consolidation, spin-off, combination, repurchase,
exchange of shares or other securities of the Company, stock split or reverse
split, extraordinary dividend having a value in excess of 150% of the quarterly
dividends paid during the preceding 12-month period, liquidation, dissolution,
or other similar corporate transaction or event affects Stock such that an
adjustment is determined by the Board of Directors or Executive Committee to be
appropriate in order to prevent dilution or enlargement of Participants' rights
under the Plan, then the Board or Committee will, in a manner that is
proportionate to the change to the

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Stock and is otherwise equitable, adjust (i) any or all of the number or kind of
shares of Stock reserved for issuance under the Plan, (ii) the number or kind of
shares of Stock to be subject to each automatic grant of Options under Section
6, (iii) the number and kind of shares of Stock issuable upon exercise of
outstanding Options, and/or the exercise price per share thereof (provided that
no fractional shares will be issued upon exercise of any Option), and (iv) the
number or kind of shares of Stock to be delivered upon settlement of Deferred
Stock under Section 7.  The foregoing notwithstanding, no adjustment may be made
hereunder except as shall be necessary to maintain the proportionate interest of
a Participant under the Plan and to preserve, without exceeding, the value of
outstanding Options and potential grants of Options.  If at any date an
insufficient number of shares are available for the automatic grant of Options
or the deferral of fees in the form of Deferred Stock at that date, Options will
first be automatically granted under Section 6 proportionately to Participants,
to the extent shares are available, and then, if any shares remain available,
fees shall be deferred in the form of Deferred Stock proportionately among
Participants under Section 7, to the extent shares are available.

     9.   Changes to the Plan.  The Board of Directors may amend, alter,
suspend, discontinue, or terminate the Plan or authority to grant Options or pay
fees in the form of Deferred Stock under the Plan without the consent of
stockholders or Participants, except that any such action will be subject to the
approval of the Company's stockholders at the next annual meeting of
stockholders having a record date after the date such action was taken if such
stockholder approval is required by any federal or state law or regulation or
the rules of any stock exchange or automated quotation system on which the Stock
may then be listed or quoted, or if the Board of Directors determines in its
discretion to seek such stockholder approval; provided, however, that, without
the consent of an affected Participant, no such action may impair the rights of
such Participant with respect to any previously granted Option or any previous
deferral of fees in the form of Deferred Stock; and provided further, that any
Plan provision that specifies the directors who may receive grants of Options,
the amount and price of securities to be granted to such directors, and the
timing of grants to such directors, or is otherwise a "plan provision" referred
to in Rule 16b-3(c)(2)(ii)(B) under the Exchange Act, shall not be amended more
than once every six months, other than to comport with changes in the Code or
the rules thereunder.

     10.  General Provisions.

          (a)  Consideration; Agreements. Options will be granted under the Plan
     in order to obtain for the Company the benefit of the services of
     Participants and, except for the payment of the exercise price of an
     Option, no other consideration shall be required in connection with
     Options. The consideration for Stock issued or delivered in settlement of
     Deferred Stock will be the director's or advisory board director's services
     during the period to which the fees paid in the form of Deferred Stock
     related. Grants of Options will be evidenced by agreements executed by the
     Company and the Participant containing the terms and conditions set forth
     in the Plan together with such other terms and conditions not inconsistent
     with the Plan as the Board of Directors or Executive Committee may from
     time to time approve.

          (b)  Compliance with Laws and Obligations.  The Company will not be
     obligated to issue or deliver Stock in connection with any Option, or in
     settlement of Deferred Stock in a transaction subject to the registration
     requirements of the Securities Act of 1933, as amended, or any other
     federal or state securities law, any requirement under any listing
     agreement between the Company and any national securities exchange or
     automated quotation system, or any other law, regulation, or contractual
     obligation of the Company, until the Company is satisfied that such laws,
     regulations, and other obligations of the Company have been complied with
     in full.  Certificates representing

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     shares of Stock delivered under the Plan will be subject to such stop-
     transfer orders and other restrictions as may be applicable under such
     laws, regulations, and other obligations of the Company, including any
     requirement that a legend or legends be placed thereon.

          (c)  Limitations on Transferability.  Options, Deferred Stock, and any
     other right under the Plan that may constitute a "derivative security" as
     generally defined in Rule 16a-1(c) under the Exchange Act will not be
     transferred by a Participant except by will or the laws of descent and
     distribution (or to a designated beneficiary in the event of a
     Participant's death), and will be exercisable during the lifetime of a
     Participant only by such Participant or his or her guardian or legal
     representative; provided, however, that Options, Deferred Stock, and such
     other rights may be transferred to one or more trusts or other
     beneficiaries during the lifetime of the Participant in connection with the
     Participant's estate planning, and may be exercised by such transferees in
     accordance with the terms of such Option or Deferred Stock, but only if and
     to the extent then permitted under Rule 16b-3 and consistent with the
     registration of the offer and sale of Stock on Form S-8 or a successor
     registration form of the Securities and Exchange Commission.  Options,
     Deferred Stock, and other rights under the Plan may not be pledged,
     mortgaged, hypothecated, or otherwise encumbered, and shall not be subject
     to the claims of creditors.

          (d)  Compliance with Rule 16b-3.  It is the intent of the Company that
     this Plan comply in all respects with applicable provisions of Rule 16b-3
     under the Exchange Act in connection with any grant of Options or deferral
     of fees in the form of Deferred Stock.  Accordingly, if any provision of
     this Plan or any agreement hereunder does not comply with the requirements
     of Rule 16b-3 as then applicable to any such transaction by a Participant,
     or would cause any Participant to no longer be deemed a "disinterested
     person" within the meaning of Rule 16b-3, such provision will be construed
     or deemed amended to the extent necessary to conform to such requirements
     with respect to such Participant.  In addition, the Board of Directors and
     Executive Committee shall have no authority to make any amendment,
     alteration, suspension, discontinuation, or termination of the Plan or any
     agreement hereunder, to make any adjustment under Section 8, or take other
     action if and to the extent such authority would cause such transactions by
     a Participant not to be exempt, or would cause a Participant no longer to
     be deemed a "disinterested person" under Rule 16b-3 under the Exchange Act.

          (e)  Continued Service as an Employee. If a Participant ceases serving
     as a director or an advisory board director and, immediately thereafter, is
     employed by the Company or any subsidiary, then, solely for purposes of
     Sections 6(b) and (c) of the Plan, such Participant will not be deemed to
     have ceased service as a director or an advisory board director at that
     time, and his or her continued employment by the Company or any subsidiary
     will be deemed to be continued service as a director or an advisory board
     director; provided, however, that such former director or an advisory board
     director will not be eligible for additional grants of Options or deferral
     of fees in the form of Deferred Stock under the Plan.

          (f)  No Right to Continue as a Director. Nothing contained in the Plan
     or any agreement hereunder will confer upon any Participant any right to
     continue to serve as a director of the Company or the Bank or as an
     advisory board director of the Bank.


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          (g)  No Stockholder Rights Conferred. Nothing contained in the Plan or
     any agreement hereunder will confer upon any Participant any rights of a
     stockholder of the Company unless and until shares of Stock are in fact
     issued or transferred to such Participant upon the valid exercise of an
     Option or in accordance with Section 7.

          (h)  Governing Law. The validity, construction, and effect of the Plan
     and any agreement hereunder will be determined in accordance with the laws
     of the Commonwealth of Pennsylvania, without giving effect to principles of
     conflicts of laws, and applicable federal law.

     11.  Stockholder Approval, Effective Date, and Plan Termination.  The Plan
will be effective if, and at such time as, the stockholders of the Company have
approved it by the affirmative votes of the holders of a majority of the voting
securities of the Company present, or represented, and entitled to vote on the
subject matter at a duly held meeting of stockholders, provided that such
approval is obtained not later than the final adjournment of the first annual
meeting of stockholders of the Company held after the date the Board of
Directors adopted the Plan.  Unless earlier terminated by action of the Board of
Directors or Executive Committee, the Plan will remain in effect until such time
as no Stock remains available for delivery under the Plan and the Company has no
further rights or obligations under the Plan with respect to outstanding Options
or Deferred Stock under the Plan.

     As recommended by the Corporate Governance Committee and adopted by the
Board of Directors on October 16, 1995.


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