Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is effective as of [Insert Date] , and is between Fulton Financial Corporation, a Pennsylvania corporation (“ Fulton ”), and [Insert Executive Name] , an adult individual (the “ Executive ”).

BACKGROUND

[Executive is currently employed with Fulton. Fulton and Executive previously entered into an executive employment agreement dated as of [Insert Prior Agreement Date] (the “ Original Agreement ”), which provides for certain payments to Executive upon the occurrence of specified events leading to the termination of the Executive’s employment with Fulton.]

Fulton desires to [replace the Original Agreement and] enter into an employment agreement with the Executive (this “ Agreement ”), to address the terms and conditions of the Executive’s employment, including, but not limited to, the consequences of an employment termination, and Executive desires to enter into this Agreement, based on and subject to, for both Fulton and Executive, the terms and conditions contained in this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.     Position and Duties.

1.1     Employment . Fulton hereby employs the Executive, and Executive hereby accepts employment with Fulton, for the period and upon the terms and conditions hereinafter set forth.

1.2     Position and Duties .

(a)    Executive shall serve hereunder initially as [Insert Position] [of Fulton] . During the term of this Agreement, the Executive may serve in such other or additional positions as may be assigned by the Board of Directors of Fulton (the “ Board ”), or by the Chief Executive Officer of Fulton (the “ Chief Executive Officer ”) acting on behalf of the Board. Executive shall perform such duties and shall have such authority consistent with Executive’s position as may from time to time reasonably be specified by the Board, or by the Chief Executive Officer acting on behalf of the Board. Executive shall at all times comply with Fulton’s Code of Conduct and Fulton’s other policies, as the same may be amended or supplemented from time to time. Executive shall report directly to the Chief Executive Officer and shall perform Executive’s duties for Fulton consistent with this Section 1.2(a) principally at Fulton’s headquarters in Lancaster, Pennsylvania, (or at such other locations determined by the Board, or by the Chief Executive Officer acting on behalf of the Board), except for periodic travel that may be necessary or appropriate in connection with the performance of Executive’s duties hereunder.

(b)    Executive shall devote Executive’s full working time, energy, skill and good faith efforts to the performance of Executive’s duties hereunder, and will diligently work to further the business and interests of Fulton. Executive shall not be employed by or participate or engage in or be a part of in any manner the management or operation of any business enterprise other than Fulton without the prior written consent of the Board or the Chief Executive Officer, and in accordance with the then-effective Fulton Financial Corporation Code of Conduct.

Section 2.     Term and Termination.

2.1     Term . The term of the Executive’s employment under this Agreement (the “Employment Period ”) shall commence on the effective date of the Agreement first entered above (the “ Effective Date ”) and shall continue until the earliest of (a) the voluntary termination of, or retirement from, the Executive’s employment by the Executive other than for Good Reason (as defined in Section 4.2) with forty-five (45) days advance written notice to Fulton, (b) the termination of the Executive’s employment by the Executive for Good Reason, (c) the termination of the Executive’s employment by Fulton for any reason other than Cause (as defined in Section 4.3), (d) the termination of the Executive’s employment by Fulton for Cause, (e) termination of the Executive’s employment with Fulton due to Disability (as defined in Section 4.4), or (f) the death of the Executive.

2.2     Expiration of the Agreement . This Agreement shall expire, if not terminated earlier under Section 2.1, on December 31 of the year in which the Executive attains the age of sixty-five (65), and the Executive shall thereafter only be entitled to post-termination benefits that started prior to the expiration. If the Executive’s employment continues following such expiration of this Agreement, it shall as an employee at will.

Section 3.     Compensation.

3.1     Annual Compensation . As compensation for Executive’s services hereunder, Fulton shall pay to Executive a base salary at an initial annual rate equal to $ [Insert Base Salary] , payable in periodic installments in accordance with Fulton’s regular payroll practices in effect from time to time. Executive’s annual base salary, as determined in accordance with this Section 3.1, is hereinafter referred to as Executive’s “ Base Salary .” For years subsequent to the initial year of this Agreement, Executive’s Base Salary shall be set by the committee of the Board responsible for executive compensation (the “ Human Resources Committee ”) or the Board at an amount no less than the initial annual rate set herein. For each year in the Employment Period, Executive shall be a participant in any bonus or incentive compensation program for similarly situated executives, including, in particular, any annual cash bonus plan and equity-based long term incentive plan, that Fulton may implement and administer from time to time during the Employment Period, and the amount and form of such bonus and incentive compensation shall be determined annually by Fulton consistent with its Board’s executive compensation practices. References herein to the amount of the Executive’s Base Salary or annual cash bonus or incentive compensation shall be to the gross amount of such compensation element, exclusive of any elective compensation deferral agreements entered into by the Executive from time to time.

3.2     Employee Benefits . In addition to the compensation provided for in Section 3.1, Executive shall be eligible to participate during the Employment Period in those of Fulton’s broad-based employee retirement plans, welfare benefit plans, life insurance programs, and other benefit programs for which Executive is eligible under the terms of the plan or program, on the same terms and conditions that are applicable to employees generally. Further, Executive shall be eligible during the Employment Period to participate in any Fulton executive-only retirement plan, deferred compensation plan, welfare benefit plan, or other benefit programs, as and to the extent any such benefit programs, plans or arrangements are or may from time to time be in effect during the Employment Period.

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3.3     Paid Time Off and Leave . Executive shall be entitled to annual paid time off, leave of absence and leave for temporary disability in conformity with Fulton’s regular policies and practices. Any leave of absence or leave due to a temporary disability shall not constitute a breach by the Executive of Executive’s agreements hereunder.

3.4     Other Executive Benefits . Executive shall also receive such other general executive perquisites as approved from time to time by the Human Resources Committee, the Board, or the Chief Executive Officer of Fulton, as appropriate, such as company paid club memberships and an employer-provided automobile.

3.5     Expense Reimbursement . During the term of Executive’s employment, Fulton shall reimburse Executive for all reasonable expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers therefor and such other supporting information as Fulton may reasonably require.

3.6    [ New Hire Compensation . [If Executive is a new hire,] Executive shall also receive the new hire compensation and benefits set forth on Schedule A to this Agreement.]

Section 4.     Termination of Employment.

4.1     Voluntary Termination . In the event Executive’s employment is voluntarily terminated by Executive other than for Good Reason (as defined in Section 4.2), Fulton shall be obligated to pay Executive’s Base Salary through the effective date of termination of Executive’s employment, together with applicable expense reimbursements and all accrued and unpaid benefits and vested benefits in accordance with the terms of the applicable employee benefit plans (collectively, the “ Accrued Obligations .”) Upon making the payments described in this Section 4.1, Fulton shall have no further compensation obligation to Executive hereunder.

4.2     Termination for Good Reason; Termination Without Cause .

(a)    In the event:

(i)    Executive’s employment is terminated during the term hereof by Executive for “Good Reason” (as defined herein); or

(ii)    Executive’s employment is terminated during the term hereof by Fulton for any reason other than “Cause,” death or “Disability” (as each such term is defined herein);

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then, only if Executive executes and does not revoke a separation agreement in the form substantially similar to that attached hereto as Exhibit A , Fulton shall pay Executive the Accrued Obligations plus all of the consideration provided for in the following sentence for the              (          ) [Insert Period] months following such termination (the “ Severance Period ”); provided, however, that if the Executive has previously made any election to defer receipt of compensation, severance shall be paid under the terms of such election. For purposes of the foregoing, the severance consideration payable under this Section 4.2 shall be: (1) the Base Salary (as in effect immediately prior to the termination and paid through Fulton’s regular payroll processes); (2) any vested but unpaid bonus as of the date of termination; and (3) a cash bonus for the fiscal year in which the termination date occurs equal to the payout at the target level established for such fiscal year; pro-rated to the date of termination. During the Severance Period, the Executive shall also continue to be eligible to participate in the health and welfare employee benefit plans referred to in Section 3.2 (i) to the extent Executive remains eligible under the applicable employee benefit plans, and (ii) to the extent Executive’s eligibility is not contrary to, or does not negate, the tax favored status of the plans or of the benefits payable under the plan. If Executive is legally unable to continue to participate in any health and welfare employee benefit plan or program provided for under this Agreement due to (i) or (ii) above, Executive shall be compensated in respect of such inability to participate through payment by Fulton to Executive, on an annual basis in advance, of an amount equal to the annual cost that would have been incurred by Fulton (which does not include any amount that would have been paid by the Executive) if the Executive were able to participate in such plan or program plus an amount which, when added to the Fulton annual cost, would be sufficient after Federal, state and local income and payroll taxes (based on the tax returns filed by the Executive most recently prior to the date of termination) to enable the Executive to net an amount equal to the Fulton annual cost. Notwithstanding the foregoing, if the Executive is also party to a Change in Control Agreement with Fulton or any subsidiary or affiliate, and the Executive receives severance payments under such Change in Control Agreement at termination of employment, the Executive shall not be entitled to receive severance compensation under this Agreement. Otherwise, the provisions of this Agreement control with respect to post-termination consideration.

(b)    As used herein, the Executive shall have “ Good Reason ” to terminate the Executive’s employment if one of the following conditions (i) through (iii) comes into existence, the Executive provides notice to Fulton of the existence of the condition within 90 days of its initial existence, and Fulton fails to remedy the condition within 30 days of receiving notice of its existence:

(i)    There has occurred a material breach of Fulton’s material obligations under this Agreement;

(ii)    The material diminution in Executive’s authority, duties, or base compensation, without Executive’s prior written consent; or

(iii)    Fulton requires Executive to be based at a location outside a thirty-five (35) mile radius of the location where Executive previously was based, except for travel reasonably required in connection with Fulton’s business.

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The determination as to whether “Good Reason” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton within the time frame set forth above.

4.3     Termination for Cause . In the event Executive’s employment is involuntarily terminated by Fulton for “Cause” (as defined herein) Fulton shall be obligated to pay to the Executive the Accrued Obligations. Upon making the payments described in this Section 4.3, Fulton shall have no further compensation obligation to Executive hereunder.

As used herein, “ Cause ” shall mean the following:

(a)    Executive shall have committed a felony, or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to the Executive;

(b)    Executive’s use of alcohol or other drugs which interferes with the performance by the Executive of Executive’s duties;

(c)    Executive shall have deliberately and intentionally refused or otherwise failed (for reasons other than incapacity due to accident or physical or mental illness) to substantially perform any of Executive’s duties to Fulton, with such refusal or failure continuing for a period of at least thirty (30) consecutive days following the receipt by Executive of written notice from Fulton setting forth in detail the facts upon which Fulton relies in concluding that Executive has deliberately and intentionally refused or failed to perform such duties;

(d)    Executive’s conduct that brings public discredit on or injures the reputation of Fulton, in the reasonable opinion of the Board or a committee of the Board; or

(e)    Fulton is legally precluded from employing Executive for the position and duties described in Section 1.2 of this Agreement.

The determination as to whether “Cause” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton.

4.4     Benefits Following Death or Disability .

(a)    Following Executive’s total “ Disability ,” (as defined below) or death during the term of this Agreement, the employment of the Executive will terminate automatically, in which event Fulton shall not thereafter be obligated to make any further payments hereunder other than the Accrued Obligations or as otherwise specifically provided herein. For purposes hereof, “Disability” shall have the meaning set forth in the Fulton long-term disability policy applicable to the Executive.

(b)     Termination upon Death or Disability .

(i)    In the event of a termination of this Agreement as a result of the Executive’s death, the Executive’s dependents, beneficiaries and estate, as the case may be, will receive such survivor’s income and other benefits as they may be entitled under the terms of the benefit programs, plans, and arrangements described in Section 3.2 which provide benefits upon the death of the Executive.

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(ii)    In the event of a termination of this Agreement as a result of the Executive’s Disability, (A) Fulton shall pay the Executive an amount equal to at least six months’ Base Salary at the rate and as required by Section 3.1 and in effect immediately prior to the date of Disability, and (B) thereafter, for as long as Executive continues to be disabled, Fulton shall continue to pay an amount equal to at least 60% of Base Salary in effect immediately prior to the date of Disability until the earlier of Executive’s death or December 31 of the calendar year in which Executive attains age 65. Fulton shall be entitled to offset the foregoing payments against any benefits paid to the Executive under a long-term disability policy sponsored by Fulton, and to the extent not duplicative of the foregoing, Executive shall receive those benefits customarily provided by Fulton to disabled former employees, which benefits shall include, but shall not be limited to, life, medical, health, accident insurance and a survivor’s income benefit.

(iii)    For the purposes of (i) and (ii) above, the Executive or Executive’s dependents shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees.

4.5     Death or Disability Following Termination of Employment . Executive’s Disability or death following Executive’s termination pursuant to Section 4.2 shall not affect Executive’s right, or if applicable, the right of Executive’s beneficiaries, to receive the payments for the balance of the Severance Period. The additional payments upon a Disability during the Employment Period shall not apply to a Disability that occurs after the Executive’s termination.

4.6     Beneficiary Designation . Executive may, at any time, by written notice to Fulton, name one or more beneficiaries of any benefits which may become payable by Fulton pursuant to this Agreement. If Executive fails to designate a beneficiary any benefits to be paid pursuant to this Agreement shall be paid to the Executive’s beneficiary under Fulton’s life insurance program.

Section 5.     Restrictive Covenants and Clawback.

5.1     Confidential Information . Executive acknowledges that through Executive’s employment with Fulton, Executive will have access to, or may contribute to, certain commercially valuable information and trade secrets belonging to Fulton (collectively, “Confidential Information,” as further defined below). Executive further acknowledges that, to safeguard its legitimate interests, it is necessary for Fulton to protect its Confidential Information by keeping it confidential. Executive acknowledges that Fulton’s Confidential Information is vital to its success and was acquired and/or developed by Fulton only after considerable expense, time, and energy. Executive acknowledges that Fulton would not otherwise disclose Confidential Information to Executive without the existence of this Restrictive Covenant and Clawback provision in this Section 5 and that the unauthorized disclosure and/or use of Confidential Information would cause Fulton to suffer substantial and irreparable harm.

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(a)     Definition of Confidential Information: The term “ Confidential Information ” means any and all data and other information related to the business of Fulton that has value to Fulton and is not generally known to the public (whether or not it constitutes a trade secret). Such Confidential Information includes, but is not limited to: data or information relating to any of Fulton’s past, present, or future products or services; customer lists; customer information; fees, costs, and pricing lists or structures; mailing lists; the identity of customers; techniques of doing business; financial and profit information; investment strategies; marketing strategies; competitive information; advertising; compensation information; analysis; reports; formulas; computer software; designs; drawings; trademarks and brand names under development; accounting and business methods; databases; inventions and new developments and methods, whether patentable or reduced to practice; the existence or terms of any contracts or potential contracts; plans for future business; and materials or information embodying or developed by use of any such Confidential Information. Confidential Information does not include information that is or becomes publicly available through no fault of Executive. This provision adds to, and does not limit, Fulton’s rights pursuant to any laws generally protecting confidential information and trade secrets.

(b)     Prohibited Use or Disclosure of Confidential Information: Executive shall not, at any time during Executive’s employment by Fulton or after termination (whether voluntary or involuntary), without the express written authorization of the Board or senior management of Fulton, directly or indirectly, use, cause to be used, or disclose and Confidential Information of which Executive becomes aware, except to the extent a particular disclosure or use is required in the performance of Executive’s assigned duties for Fulton. Executive also agrees not to remove any documents, material or equipment containing Confidential Information from Fulton’s premises, except as required in the performance of Executive’s assigned duties for Fulton, and to immediately return any such documents, materials or equipment at the termination of employment (whether voluntary or involuntary, and regardless of the reason).

(c)    All records, files, software, memoranda, reports, price lists, leads, customer lists, drawings, training materials, workflows, phone lists, plans, documents, technical information, and other tangible items (together with all copies of such documents and things) relating to the business of Fulton, which Executive shall use or prepare or come in contact with in the course of, or as a result of, Executive’s employment shall, as between the parties to this Agreement, remain the sole property of Fulton. Laptop computers, software and related data, information and things provided to Executive by Fulton or obtained by Executive, directly or indirectly, from Fulton, also shall remain the sole property of Fulton. Upon the termination of Executive’s employment for any reason whatsoever, voluntarily or involuntarily (and in all events within 5 days of Executive’s date of termination), and at any earlier time Fulton requests, Executive shall immediately return all such materials and things to Fulton and shall not retain any copies or remove or participate in removing any such materials or things from the premises of Fulton after termination or Fulton’s request for return. Executive shall not reproduce or appropriate for Executive’s own use, or for the use of others, any property, Confidential Information or Fulton inventions, and shall remove from any personal computing or communications equipment all information relating to Fulton.

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(d)    For the purpose of this Section 5.1, Fulton shall be deemed to refer to Fulton, its successors, and all of its present or future subsidiaries or affiliates.

5.2     Non-Competition . Without the prior consent of the Board or one of its committees, Executive shall not, during the Employment Period and during the one (1) year period following the end of the Employment Period or expiration of this Agreement (the “ Restricted Period ”), directly or indirectly, own, be employed by or a director of, provide services or consult to, any business, person or entity that is engaged within the geographic market of Fulton, in commercial banking or any other business activity in which Fulton is engaged on the date of Executive’s termination. For purposes of the foregoing, the “geographic market of Fulton” shall consist of Fulton’s CRA assessment areas as publicly available on the date of executive’s termination. Nothing in this Section 5.2 shall prohibit the Executive from (a) owning as a passive investor, in the aggregate, not more than 5% of the outstanding publicly traded stock of any corporation engaged in a competing business, or (b) accepting a position as an officer, director, employee, agent of, or consultant to another entity during the Restricted Period, in which the Executive’s new position or the corporate office of the entity are outside a 275 mile radius from where the Executive was working on the Executive’s date of termination from Fulton. In the event the Executive’s employment is terminated by the Executive for Good Reason or by Fulton other than for Cause, the covenants in this Section 5.2 shall not apply.

5.3     Non-Solicitation . During the Restricted Period, Executive shall not, directly or indirectly:

(a)    call upon, solicit, service or accept business from any customer of Fulton or its subsidiaries or affiliates, or in any way interfere with the relationship between any such customer and Fulton (including, without limitation, making any negative or disparaging statements or communications regarding Fulton or its current, past or future personnel);

(b)    request that any customer of Fulton not purchase products or services from Fulton, or curtail or cease its business with Fulton;

(c)    solicit, induce or entice or attempt to solicit, induce or entice any employee or independent contractor of Fulton, who was employed or engaged by Fulton as of Executive’s termination date or within the twelve months preceding Executive’s termination date, to leave the employ or engagement of Fulton, or in any way interfere with the relationship between Fulton and any employee or independent contractor thereof; or

(d)    except with the consent of the Board or one of its committees, hire or offer employment or engagement to any employee or independent contractor of Fulton who was employed or engaged by Fulton as of Executive’s termination date or within the twelve months preceding Executive’s termination date.

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For the purpose of Sections 5.1, 5.2 and 5.3, Fulton shall be deemed to refer to Fulton, its successors, and all of its present or future subsidiaries or affiliates.

5.4     Injunctive and Other Relief .

(a)    Executive acknowledges and agrees that the covenants contained herein are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of Executive’s covenants which then apply and accordingly expressly agrees that, in addition to any other remedies which Fulton may have, Fulton shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay Fulton from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of its obligations hereunder.

(b)    In the event Executive breaches Executive’s obligations under Section 5.2, the period specified therein shall be tolled during the period of any such breach and any litigation seeking remedies for such breach and shall resume upon the conclusion or termination of any such breach and any such litigation. The remedies set forth in this Section are cumulative and in addition to any and all other remedies available to Fulton at law or in equity.

5.5     Clawback . Executive acknowledges that the Executive is subject to any Clawback Policy that may be adopted by Fulton’s Board or any committee thereof. Absent any formal Clawback Policy, the Executive agrees that the Executive shall be required to forfeit and pay back to Fulton any bonus or other incentive compensation paid to the Executive if: (a) a court or arbitration body makes a final determination that the Executive directly or indirectly engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by Fulton; or (b) the independent members of Fulton’s Board determine that the Executive has committed a material violation of Fulton’s Code of Conduct.

Section 6.     Miscellaneous.

6.1     Invalidity . If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction, Executive shall negotiate in good faith to provide Fulton with protection as nearly equivalent to that found to be invalid or unenforceable and if any such provision shall be so determined to be invalid or unenforceable by reason of the duration or geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity.

6.2     Assignment: Benefit . This Agreement shall not be assignable by Executive, and shall be assignable by Fulton only to any affiliate or to any person or entity which may become a successor in interest (by purchase of assets or stock, or by merger, or otherwise) to Fulton in the business or a portion of the business presently operated by it. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators, including the restrictive covenants of this Agreement.

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6.3     Notices . All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested or by telegram, fax or telecopy (confirmed by U. S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

(a)    If to Fulton:

Fulton Financial Corporation

One Penn Square

Lancaster, PA 17602

Attention: General Counsel

(b)    If to Executive: at the address on the signature page.

6.4     Entire Agreement and Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all prior agreements and understandings with respect thereto. Any prior agreement, if any, shall be terminated, with no further rights or obligations thereunder due to or from either party, as of the effective date hereof. Any amendment, modification, or waiver of this Agreement shall not be effective unless in writing and agreed and executed by Fulton and the Executive. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege shall preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence and such failure or delay to exercise any right shall not be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence. Any references in this Agreement to “Fulton” shall also apply to its successors and permitted assigns.

6.5     Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law. In the event that either party shall institute any arbitration proceeding in accordance with Section 6.10, the City of Lancaster, Lancaster County Pennsylvania shall be the exclusive jurisdiction and venue for such proceeding.

6.6     Headings; Counterparts . The headings of sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

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6.7     Further Assurances . Each of the parties hereto shall execute such further instruments and take such other actions as any other party shall reasonably request in order to effectuate the purposes of this Agreement.

6.8     Mitigation . Executive shall not be required to mitigate the amount of any payment or benefit provided for in Section 4 by seeking employment or otherwise and Fulton shall not be entitled to set off against the amount of any payments made pursuant to Section 4 with respect to any compensation earned by Executive arising from other employment.

6.9     Indemnification . Except to the extent inconsistent with applicable law and regulations, and Fulton’s certificate of incorporation or bylaws, Fulton will indemnify the Executive and hold Executive harmless to the fullest extent permitted by law and regulation with respect to Executive’s service as an officer and employee of Fulton and its subsidiaries or affiliates, which indemnification shall be provided following termination of employment for so long as the Executive may have liability with respect to Executive’s service as an officer or employee of Fulton and its subsidiaries or affiliates. The Executive will be covered by a directors’ and officers’ insurance policy with respect to Executive’s acts as an officer to the same extent as all other officers under such policies.

6.10     Dispute Resolution . The parties agree that, except as provided in Section 6.10(c), any controversy, claim or dispute of whatever nature between Executive and Fulton arising out of or relating to this Agreement, or arising out of Executive’s employment with Fulton (each, a “ Dispute ”), shall be subject to the mediation and arbitration provisions set forth below.

(a)     Mediation . The parties will first attempt to mediate the Dispute before a neutral mediator mutually agreed upon by the parties. If the parties cannot agree on a mediator within 15 days after either party provides the other with written notice of a dispute to be resolved pursuant to this Section 6.10(a), then the American Arbitration Association (“AAA”) shall be asked to designate a mediator who is available to conduct a mediation as promptly as possible.

(b)     Arbitration . If the mediation described in Section 6.10(a) is not successful, the parties agree to submit the Dispute to binding confidential arbitration before a single neutral arbitrator mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, either of them may request AAA to supply a list of at least five possible arbitrators, and the parties shall alternatively strike names off such list until one name remains, and that person shall be appointed as the arbitrator. If AAA is unwilling or unable to provide an arbitrator list, then either party may seek an arbitrator list through AAA and then apply the strike-through procedure described above. The arbitration shall be governed by the arbitration rules of AAA or by such other rules as the parties may mutually agree. The arbitrator’s award shall be made in writing, and judgment on the award may be entered by any court of competent jurisdiction.

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(c)     Exceptions . The parties agree that the procedures outlined in this Section 6.10 are the exclusive methods of dispute resolution, except that notwithstanding the foregoing, Fulton may bring an action in court for injunctive relief, specific performance or other equitable relief to enforce the provisions of Sections 5 and 6 of this Agreement. Should a party institute a legal action or administrative proceeding against the other with respect to any dispute without complying with the requirements of this Agreement, such breaching party shall be responsible for all damages, costs, expenses and attorney’s fees incurred by the other party in dismissing such action and otherwise as a result of such breach.

6.11     Section 409A of Internal Revenue Code .

(a)     Application . To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code (“ Section  409A ”), so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to Executive. This Agreement shall be construed, administered, and governed in a manner consistent with this intent and the following provisions of this Section 6.11 shall control over any contrary provisions of this Agreement. Any ambiguities herein will be interpreted to comply with Section 409A. Executive and Fulton agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding the foregoing, in no event shall Fulton be responsible for reimbursing or indemnifying Executive for any violation of Section 409A.

(b)     Separation from Service . Payments and benefits that are paid under this Agreement upon Executive’s termination or severance of employment with Fulton that constitute deferred compensation under Section 409A shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” within the meaning of Section 409A.

(c)     Release Payments . In the event that Executive is required to execute a release to receive any payments from Fulton that constitute nonqualified deferred compensation under Section 409A, payment of such amounts shall not be made or commence until the sixtieth (60th) day following such termination of employment. Any payments that are suspended during the sixty (60) day period shall be paid on the date the first regular payroll is made immediately following the end of such period.

(d)     Separate Payments . For purposes of Section 409A, each payment under this Agreement shall be treated as a right to a separate payment and not part of a series of payments.

(e)     Reimbursements . All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year; (iii) the reimbursement of an eligible expense normally will be made within thirty (30) days of Executive’s submission of the appropriate forms and documentation in accordance with Fulton policy, but in no event later than on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

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(f)     Delay in Payments if Executive is a Specified Employee . If Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), and the severance payments and benefits payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation subject to Section 409A (together, the “ Deferred Payments ”), such Deferred Payments that are otherwise payable within the first 6 months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date 6 months and 1 day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the 6 month anniversary of Executive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit.

6.12     Taxes . Any payments provided for hereunder shall be paid net of any applicable employment taxes or other withholdings required under federal, state or local law.

6.13     Severability . Each provision of this Agreement shall be considered severable. If for any reason any provision or provisions are determined to be invalid or contrary to applicable law, such invalidity will not impair the operation of or affect the remaining provisions.

6.14     Survival . The provisions of Sections 5 and 6 of this Agreement shall survive the expiration or termination of this Agreement.

6.15     Representation by Counsel . Executive acknowledges and agrees that Fulton has recommended a review of this Agreement by Executive’s legal counsel of [his/her] choosing.

[Signatures on the following page.]

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IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

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SCHEDULE A

NEW HIRE COMPENSATION AND BENEFITS

Executive shall also receive the following compensation and benefits associated with [his/her] new employment with Fulton [or one of its subsidiaries or affiliates]:

[To be completed following acceptance of the terms of the offer.]

A-1

EXHIBIT A

[INSERT EXHIBIT A]

[FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE]

A-1

Exhibit 10.2

KEY EMPLOYEE

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is effective as of [Insert Date] , by and between Fulton Financial Corporation, a Pennsylvania corporation with offices at One Penn Square, Lancaster, Pennsylvania 17602 (“ Fulton ” and together with its subsidiaries and affiliates, collectively the “ Company ”) and [Insert Key Employee Name] , an adult individual who resides at the address set forth on the signature page (“ Key Employee ”).

BACKGROUND

Fulton considers it essential to foster the employment of well-qualified, key management personnel and, in this regard, the Board of Directors of Fulton (the “ Board ”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change of control of Fulton may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company.

While Fulton remains firmly committed to its policy of remaining a strong, independent regional bank holding company, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of management of the Company to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change of control of Fulton, although no such change is now contemplated.

This Agreement shall become operative only upon a Change in Control (as defined below) of Fulton.

This Agreement is supplemental to, and not in lieu of, and does not supersede the employment agreement between Fulton and Key Employee, dated [ Insert Date ], as may be amended from time to time; provided, however, any termination of employment following a Change in Control shall entitle the Key Employee to the severance set forth in this Agreement and not the severance payments under the employment agreement or pursuant to any Fulton severance policy.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.     Undertakings of Fulton

The information under “Background above” is incorporated into and made a part of the Agreement. Fulton shall provide to Key Employee the severance benefits specified in Section 6 below in the event that any time within the period described in Schedule A to this Agreement (hereinafter referred to as the “ Change in Control Period ”), (a) Key Employee is terminated by the Company, other than for Cause (as defined in Section 3; or (b) a Good Reason (as defined in Section 5) condition that adversely impacts the employment of Key Employee comes into existence during the Change in Control Period, and thereafter Key Employee resigns from the Company for Good Reason pursuant to and within the timeline specified in Section 5 below (the occurrence of either (a) or (b) shall be a, “ Payment Event ”). Unless otherwise determined by the Board or a committee of the Board, this Agreement shall expire, if not terminated earlier, on December 31 of the year in which the Executive attains the age of sixty-five (65).

Section 2.     Change in Control

2.1    For purposes of this Agreement, a “ Change in Control ” of Fulton shall be deemed to have occurred when:

(a)    during any period of not more than thirty-six (36) months, individuals who constitute the Board as of the beginning of the period (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that (i) any person becoming a director subsequent to the beginning of the period, whose nomination for election or appointment was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of Fulton’s proxy statement in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; and (ii) no individual initially nominated or appointed as a result of an actual or publicly threatened election contest or pursuant to a negotiated agreement with respect to directors or as a result of any other actual or publicly threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b)    the acquisition by any person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder (the “ Exchange Act ”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), of Fulton’s capital stock entitled to thirty percent (30%) or more of the outstanding voting power of all capital stock of Fulton eligible to vote for the election of the Board (“ Fulton Voting Securities ”); provided, however, that the event described in this paragraph (b) will not be deemed to be a Change in Control by virtue of the ownership, or acquisition, of Fulton Voting Securities: (i) by Fulton, a subsidiary of Fulton, including purchases pursuant to a stock repurchase plan, (ii) by any employee benefit plan (or related trust) sponsored or maintained by Fulton or a subsidiary of Fulton, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c) of this definition);

(c)    the consummation of a merger, consolidation, division, statutory share exchange, or any other transaction or a series of transactions outside the ordinary course of business involving Fulton (a “ Business Combination ”), unless immediately following such Business Combination: (i) more than fifty percent (50%) of the total voting power of (x) the entity resulting from such Business Combination, or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least ninety-five percent (95%) of the voting power of such resulting entity (either, as applicable, the “ Surviving Entity ”), is represented by Fulton Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Fulton Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Fulton Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity), is or becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity and (iii) at least a majority of the members of the board of directors of the Surviving Entity following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) of this paragraph (c) will be deemed to be a “ Non - Qualifying Transaction ”);

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(d)    the consummation of a sale of all or substantially all of the assets of Fulton (other than to a wholly owned subsidiary of Fulton); or

(e)    Fulton’s shareholders approve a plan of complete liquidation or dissolution of Fulton.

2.2    Actions taken by Fulton to merge, consolidate, liquidate or otherwise reorganize one or more of its subsidiaries or affiliates shall not constitute a Change in Control for purposes of this Agreement.

Section 3.     Termination for Cause

3.1    The Company may at any time within a Change in Control Period terminate Key Employee for Cause, in which event Key Employee shall not be entitled to receive the severance benefits specified in Section 6 below.

3.2    For purposes of this Agreement, if Key Employee is party to an employment agreement with the Company, then the term “Cause” shall be as defined in such employment agreement. If Key Employee is not party to an employment agreement with Fulton, the Company shall have “ Cause ” to discharge Key Employee only under the following circumstances:

(a)    Key Employee shall have committed a felony, or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to Key Employee;

(b)    Key Employee’s use of alcohol or other drugs which interferes with the performance by Key Employee of Key Employee’s duties;

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(c)    Key Employee shall have deliberately and intentionally refused or otherwise failed (for reasons other than incapacity due to accident or physical or mental illness) to substantially perform any of Key Employee’s duties to the Company, with such refusal or failure continuing for a period of at least thirty (30) consecutive days following the receipt by Key Employee of written notice from the Company setting forth in detail the facts upon which the Company relies in concluding that Key Employee has deliberately and intentionally refused or failed to perform such duties;

(d)    Key Employee’s conduct that brings public discredit on or injures the reputation of the Company, in the reasonable opinion of the Board or a committee of the Board; or

(e)    The Company is legally precluded from employing Key Employee for Key Employee’s position and duties.

The determination as to whether “Cause” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton.

Section 4.     Impact of Death or Disability

4.1     Death . In the event the Key Employee dies prior to the occurrence of a Change in Control, or dies after the occurrence of a Change in Control but prior to any termination of employment by the Company without Cause or by the Key Employee for Good Reason, this Agreement shall terminate and no payments shall be made under Section 6. In the event Key Employee dies after Key Employee’s employment has been terminated without Cause or for Good Reason, any unpaid severance benefits owed under Section 6 hereof shall be made to the estate of Key Employee.

4.2     Disability . For purposes hereof, “Disability” shall have the meaning set forth in the Company’s long-term disability policy applicable to Key Employee. If, after a Change in Control and prior to termination of employment under this Agreement, Key Employee is unable to perform services for the Company for any period by reason of Disability, the Company will pay and provide Key Employee all compensation and benefits to which Key Employee would have been entitled had Key Employee continued to be actively employed by the Company through the earliest of the following dates: (a) the first date on which Key Employee is not so disabled to such an extent that Key Employee is unable to perform services for the Company (whereupon Key Employee’s employment shall be restored), (b) the date on which Key Employee becomes eligible for Disability payments under the applicable Company long-term disability program or policy, (c) the date on which the Company has provided compensation and benefits for the Change in Control Period, or (d) the date of Key Employee’s death.

Section 5.     Resignation for Good Reason

5.1    If a Good Reason (as defined below) comes into existence within the Change in Control Period, and the notice and opportunity to cure time period requirements described in Section 5.2 are satisfied, Key Employee may resign from the Company for Good Reason, in which event Key Employee shall be entitled to receive the severance benefits specified in Section 6 below.

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5.2    If Key Employee is party to an employment agreement with the Company, then the term “Good Reason” shall be as defined in such employment agreement; provided, however, a breach by the Company of the employment agreement shall be a “Good Reason” termination under this Agreement. If Key Employee is not party to an employment agreement with Fulton, Key Employee may resign for “Good Reason” during the Change in Control Period only if the Company, without Key Employee’s prior written consent, shall have caused a material diminution in Key Employee’s authority, duties, or base compensation, or the Company requires Key Employee to be based at a location outside a thirty-five (35) mile radius of the location where Key Employee worked immediately before the Change in Control. In order to resign hereunder for Good Reason Key Employee must first have provided the Company with notice of the existence of the Good Reason condition within ninety (90) days of its initial existence, the Company must thereafter fail to remedy the condition within thirty (30) days of receiving notice of its existence, and the resignation must occur on or before the later of the last day of the Change in Control Period or the 30th day after the end of the required 30-day remedy period. It shall not be deemed to be a material diminution in authority or duties if Key Employee is assigned a different title, position or reporting authority after the Change in Control of the Company so long as Key Employee continues to perform duties which, in aggregate, are similar to some or all of the duties performed by Key Employee immediately before the Change in Control of Fulton. The determination as to whether “Good Reason” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Fulton within the time frame set forth above.

Section 6.     Severance Benefits

In the event that Key Employee becomes eligible for the severance benefits under this Section 6 of this Agreement, the benefits to be provided to Key Employee by Fulton are set forth on Schedule A attached hereto, to be paid over the period set forth on Schedule A .

Section 7.     Restrictive Covenants

7.1     Confidential Information . Key Employee acknowledges that through Key Employee’s employment with Fulton, Key Employee will have access to, or may contribute to, certain commercially valuable information and trade secrets belonging to Fulton (collectively, “ Confidential Information ,” as further defined below). Key Employee further acknowledges that, to safeguard its legitimate interests, it is necessary for Fulton to protect its Confidential Information by keeping it confidential. Key Employee acknowledges that Fulton’s Confidential Information is vital to its success and was acquired and/or developed by Fulton only after considerable expense, time, and energy. Key Employee acknowledges that Fulton would not otherwise disclose Confidential Information to Key Employee without the existence of this Restrictive Covenant provision in this Section 7 and that the unauthorized disclosure and/or use of Confidential Information would cause Fulton to suffer substantial and irreparable harm.

(a)     Definition of Confidential Information : The term “ Confidential Information ” means any and all data and other information related to the business of Fulton that has value to Fulton and is not generally known to the public (whether or not it constitutes a trade secret). Such Confidential Information includes, but is not limited to: data or information relating to any of Fulton’s past, present, or future products or services; customer lists; customer information; fees, costs, and pricing lists or structures; mailing lists; the identity of customers; techniques of doing business; financial and profit information; investment strategies; marketing strategies; competitive information; advertising; compensation information; analysis; reports; formulas; computer software; designs; drawings; trademarks and brand names under development; accounting and business methods; databases; inventions and new developments and methods, whether patentable or reduced to practice; the existence or terms of any contracts or potential contracts; plans for future business; and materials or information embodying or developed by use of any such Confidential Information. Confidential Information does not include information that is or becomes publicly available through no fault of Key Employee. This provision adds to, and does not limit, Fulton’s rights pursuant to any laws generally protecting confidential information and trade secrets.

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(b)     Prohibited Use or Disclosure of Confidential Information: Key Employee shall not, at any time during Key Employee’s employment by Fulton or after termination (whether voluntary or involuntary), without the express written authorization of the Board or senior management of Fulton, directly or indirectly, use, cause to be used, or disclose and Confidential Information of which Key Employee becomes aware, except to the extent a particular disclosure or use is required in the performance of Key Employee’s assigned duties for Fulton. Key Employee also agrees not to remove any documents, material or equipment containing Confidential Information from Fulton’s premises, except as required in the performance of Key Employee’s assigned duties for Fulton, and to immediately return any such documents, materials or equipment at the termination of employment (whether voluntary or involuntary, and regardless of the reason).

(c)    For the purpose of this Section 7.1, Fulton shall be deemed to refer to Fulton, its successors, and all of its present or future subsidiaries or affiliates.

7.2     Non-Solicitation . During the period beginning on the date of termination and ending on the first anniversary thereof (the “ Restricted Period ”), Key Employee shall not, directly or indirectly:

(a)    call upon, solicit, service or accept business from any customer of Fulton or its subsidiaries or affiliates, or in any way interfere with the relationship between any such customer and Fulton (including, without limitation, making any negative or disparaging statements or communications regarding Fulton or its current, past or future personnel);

(b)    request that any customer of Fulton not purchase products or services from Fulton, or curtail or cease its business with Fulton;

(c)    solicit, induce or entice or attempt to solicit, induce or entice any employee or independent contractor of Fulton, who was employed or engaged by Fulton as of Key Employee’s termination date or within the twelve months preceding Key Employee’s termination date, to leave the employ or engagement of Fulton, or in any way interfere with the relationship between Fulton and any employee or independent contractor thereof; or

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(d)    except with the consent of the Board or one of its committees, hire or offer employment or engagement to any employee or independent contractor of Fulton who was employed or engaged by Fulton as of Key Employee’s termination date or within the twelve months preceding Key Employee’s termination date.

For purposes of Sections 7.1 and 7.2, “Fulton” shall be deemed to refer to Fulton, its successors, and all of its present or future subsidiaries or affiliates.

7.3     Injunctive and Other Relief . Key Employee acknowledges and agrees that the covenants contained herein are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Key Employee of Key Employee’s covenants which then apply and accordingly expressly agrees that, in addition to any other remedies which Fulton may have, Fulton shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Key Employee. Nothing contained herein shall prevent or delay Fulton from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Key Employee of any of its obligations hereunder.

7.4     Clawback . Key Employee acknowledges that the Key Employee is subject to any Clawback Policy that may be adopted by Fulton’s Board or any committee thereof. Absent any formal Clawback Policy, the Key Employee agrees that the Key Employee shall be required to forfeit and pay back to Fulton any payments made under this Agreement to the Key Employee if: (a) a court or arbitration body makes a final determination that the Key Employee directly or indirectly engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by Fulton; or (b) the independent members of Fulton’s Board determine that the Key Employee has committed a material violation of Fulton’s Code of Conduct.

Section 8.     Mitigation and Setoff

8.1    Key Employee shall not be required to mitigate the amount of any payment or benefit provided for in Section 6 by seeking employment or otherwise and Fulton shall not be entitled to set-off against the amount of any payment or benefit provided for in Section 6 any amounts earned by Key Employee in other employment.

8.2    The Company hereby waives any and all rights to set off in respect to any claim, debt, obligation or other liability of any kind whatsoever, against any payment or benefit provided for in Section 6.

Section 9.     Attorneys’ Fees and Related Expenses

All reasonable and documented attorneys’ fees and related expenses incurred by Key Employee in connection with or relating to enforcement by Key Employee of rights under this Agreement shall be paid for in full by Fulton.

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Section 10.     Successors and Parties in Interest

10.1    This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns, including, without limitation, any corporation which acquires, directly or indirectly, by purchase, merger, consolidation or otherwise, all or substantially all of the business or assets of Fulton. Without limitation of the foregoing, Fulton shall require any such successor, expressly assume and agree to perform this Agreement in the same manner and to the same extent that it is required to be performed by Fulton.

10.2    This Agreement is binding upon and shall inure to the benefit of Key Employee and the heirs and personal representatives of Key Employee.

Section 11.     Rights under Other Plans

This Agreement is not intended to reduce, restrict or eliminate any benefit to which Key Employee may otherwise be entitled at the time of discharge or resignation under any employee benefit plan of the Company then in effect.

Section 12.     Termination

Except as set forth in Section 4.1, this Agreement may not be terminated except by mutual consent of the parties, as evidenced by a written instrument duly executed by Fulton and Key Employee.

Section 13.     Notices

All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested or by telegram, fax or telecopy (confirmed by U. S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

(a)    If to Fulton:

Fulton Financial Corporation

One Penn Square

Lancaster, PA 17602

Attention: General Counsel

(b)    If to Key Employee: at the address on the signature page to this Agreement.

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Section 14.     Severability

In the event that any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed severable from the remainder of the Agreement and such holding shall not invalidate or render unenforceable any other provision of this Agreement.

Section 15.     Governing Law, Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. In the event that either party shall institute any suit or other legal proceeding, whether in law or in equity, arising from or relating to this Agreement, the courts of the Commonwealth of Pennsylvania shall have exclusive jurisdiction and venue shall lie exclusively in the Court of Common Pleas of Lancaster County for state actions and the Middle District of Pennsylvania for federal actions.

Section 16.     409A Safe Harbor

Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be obligated to commence payment or distribution to Key Employee of any amount that constitutes nonqualified deferred compensation within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) earlier than the earliest permissible date under Code section 409A that such amount could be paid without additional taxes or interest being imposed under Code section 409A. Fulton and Key Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Code section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Code section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Code section 409A. For purposes of Code section 409A, each payment under this Agreement shall be treated as a right to separate payment and not part of a series of payments. Without limiting the generality of the foregoing, in the event the Key Employee is to receive a payment of compensation hereunder that is on account of a separation from service, such payment is subject to the provisions of Code section 409A, and Key Employee is a “specified employee” (as defined in section 1.409A-1(i) of the Treasury Regulations) of Fulton, then payment shall not be made before the date that is six months after the date of separation from service (or, if earlier than the end of the six month period, the date of the Key Employee’s death). Amounts otherwise payable during such six-month payment shall be accumulated and paid in a lump sum on the first day of the seventh month after the date of separation from service.

Section 17.     Funding Obligation

Prior to or simultaneously with a Change in Control over which Fulton has control or within three business days of any other Change in Control, Fulton shall establish an irrevocable grantor trust (also known as a “rabbi trust”) for the benefit of the Key Employee and other key employees of Fulton who are parties to agreements with Fulton similar to this Agreement for the sole purpose of: (a) holding assets equal in value to the present value at any time after a Change in Control of the maximum amount of benefits to which the Key Employee may be entitled under this Agreement and to which such other key employees may be entitled under similar provisions of their respective agreements, and (b) distributing such assets as their payment becomes due. Prior to or simultaneously with a Change in Control over which the Fulton has control or within three business days of any other Change in Control, Fulton shall fund such trust with cash or marketable securities having the value described in Section 17(a); provided that Fulton shall not be obligated to fund such trust at such time if the funding would result in additional tax being owed under Code section 409A, and in such event, Fulton shall fund such trust on the first day it may fund such trust without causing any such additional tax to be owed. Fulton shall reasonably calculate the value described in Section 17(a) assuming that the date on which such calculation is made is the date of the Key Employee’s termination of employment and the corresponding date applicable to such other key employees.

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Section 18.     Section 280G

Notwithstanding any provision to the contrary, in the event that the payments described in this Agreement, when added to all other amounts or benefits provided to or on behalf of Key Employee in connection with the Key Employee’s termination of employment, would result in the imposition of an excise tax under Code section 4999, such payments shall be reduced to the extent necessary to avoid such excise tax imposition. If it is determined, after any such payments are made, that any such compensation must be returned to Fulton so that Key Employee does not incur obligations under Code sections 280G or 4999, upon written notice to Key Employee to that effect, together with calculations of the Company’s tax advisor, Key Employee shall remit to Fulton the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to Key Employee is determined to be non-deductible pursuant to the regulations promulgated under Code sections 280G or 4999, Fulton shall be required only to pay to Key Employee the amount determined to be deductible under Code sections 280G or 4999 of the Code.

Section 19.     Entire Agreement

This Agreement constitutes the entire agreement between Fulton and Key Employee concerning the subject matter hereof and supersedes all prior written or oral agreements or understandings between them. No term or provision of this Agreement may be changed, waived, amended or terminated, except by written instrument duly executed by Fulton and by Key Employee.

[Remainder of Page Left Blank Intentionally]

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IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

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SCHEDULE A

CHANGE IN CONTROL PAYMENTS

Key Employee shall receive the following benefits under Section 6 of the Agreement if a Payment Event occurs any time within the ninety (90) days prior to, or the twenty-four (24) months following a Change in Control of Fulton (the “ Change in Control Period ”):

1.     Cash Payments :

(a)    an amount equal to [Insert Multiple] times the sum of (i) the annual base salary immediately before the Change in Control and (ii) the highest annual cash bonus or other cash incentive compensation awarded to Key Employee over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Key Employee may have made);

(b)    an amount equal to that portion, if any, of Fulton’s contribution to Key Employee’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of employment (the “ Unvested Company Contribution ”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Key Employee most recently prior to the date of termination) to enable Key Employee to net an amount equal to the Unvested Company Contribution; and

(c)    up to $10,000.00 for executive outplacement services utilized by Key Employee upon the receipt by Fulton of written receipts or other appropriate documentation.

Such cash payments under Section (a) and (b) shall be made in a lump sum paid within thirty (30) days after the date of termination of employment. The reimbursement for executive outplacement services shall be paid within thirty (30) days after receipt of the written receipts or other appropriate documentation.

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2.     Fringe Benefits . The Company shall provide, at its expense, to Key Employee for [Insert Period] months following termination of employment life, medical, health, accident and disability insurance and a survivor’s income benefit in form, substance and amount which is, in each case, substantially equivalent to that provided to Key Employee immediately before termination of employment. Key Employee shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Key Employee was paying when Key Employee’s employment terminated. The total cost of Key Employee’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. In addition, Fulton shall pay to Key Employee in a single lump sum as soon as practicable after Key Employee’s termination, to the extent permissible under Section 18 of the Agreement, an aggregate amount equal to [Insert Period] of Fulton retirement plan contributions under each tax qualified or nonqualified defined contribution type of retirement plan in which Key Employee was a participant immediately prior to Key Employee’s termination or resignation and equal to the actuarial present value of [Insert Period] of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Key Employee was a participant immediately prior to Key Employee’s termination or resignation, calculated in each case as if Key Employee had continued as a plan participant for the number of additional years indicated above, Key Employee’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. In addition, Key Employee shall also have the right to purchase from Fulton, at book value price, any automobile of Fulton, if any, as was used by Key Employee while employed by Fulton, provided that the Key Employee exercises such right within ten (10) days of [his/her] termination of employment and completes the purchase transaction within 30 days of [his/her] termination of employment.

3.     Vesting of Equity : All stock options, shares of restricted stock, and other equity-based compensation units held by the Key Employee pursuant to any stock option plan, stock option agreement, or other long-term incentive plan or agreement shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby; provided, however, that any performance-based awards shall vest in accordance with the terms of the award agreements evidencing such awards.

4.     Death or Disability : If Key Employee dies or becomes Disabled after payments have commenced under this Agreement, the Key Employee and Key Employee’s dependents, beneficiaries, and estate shall receive any benefits payable under Section 6 of the Agreement.

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