FULTON FINANCIAL CORPORATION

PROFIT SHARING PLAN

TABLE OF CONTENTS

ARTICLE I. DESIGNATION AND DESCRIPTION.............................................................. 1

Section 1.01. Title.............................................................................. 1
Section 1.02. Type of Plan....................................................................... 1

ARTICLE II. DEFINITIONS............................................................................ 1

Section 2.01. Account Balance.................................................................... 1
Section 2.02. Administrator...................................................................... 1
Section 2.03. Affiliate.......................................................................... 1
Section 2.04. Anniversary Date................................................................... 1
Section 2.05. Annuity Starting Date.............................................................. 2
Section 2.06. Authorized Leave of Absence........................................................ 2
Section 2.07. Beneficiary........................................................................ 2
Section 2.08. Code............................................................................... 2
Section 2.09. Committee.......................................................................... 2
Section 2.10. Compensation....................................................................... 2
Section 2.11. Early Retirement Date.............................................................. 3
Section 2.12. Effective Date..................................................................... 3
Section 2.13. Employee........................................................................... 4
Section 2.14. Employer........................................................................... 4
Section 2.15. Employer Contribution Account...................................................... 4
Section 2.16. Entry Date......................................................................... 4
Section 2.17. Five-Percent Owner................................................................. 5
Section 2.18. Highly Compensated................................................................. 5
Section 2.19. Hour of Service.................................................................... 5
Section 2.20. Normal Retirement Date............................................................. 6
Section 2.21. One-Year Break in Service.......................................................... 6
Section 2.22. Participant........................................................................ 6
Section 2.23. Participant Contribution Account................................................... 7
Section 2.24. Plan............................................................................... 7
Section 2.25. Plan Year.......................................................................... 7
Section 2.26. Principal Employer................................................................. 7
Section 2.27. Profits............................................................................ 7
Section 2.28. Spouse............................................................................. 7
Section 2.29. Totally and Permanently Disabled................................................... 7
Section 2.30. Trust Agreement.................................................................... 7
Section 2.31. Trust Fund......................................................................... 7
Section 2.32. Trustee............................................................................ 8
Section 2.33. Year of Service.................................................................... 8

ARTICLE III. PARTICIPATION.......................................................................... 9

Section 3.01. Eligibility in General............................................................. 9
Section 3.02. Eligibility for 401(k) Feature..................................................... 9
Section 3.03. Present Participants............................................................... 9
Section 3.04. Enrollment......................................................................... 9
Section 3.05. Termination of Employment or Participation; Reemployment or Reparticipation........ 9

ARTICLE IV. CONTRIBUTIONS........................................................................... 10

Section 4.01. Participant Classification........................................................ 10
Section 4.02. Employer Contributions............................................................ 11

Section 4.03. Salary Reduction Contributions...................................... 11
Section 4.04. Salary Reduction Contribution Subaccounts........................... 15
Section 4.05. Plan Mergers........................................................ 15
Section 4.06. Acceptance of Unpaid Plan Loan Notes................................ 16
Section 4.07. Rollover and Transfer Contributions................................. 16
Section 4.08. Payment to Trustee.................................................. 18
Section 4.09. Return of Contribution.............................................. 18

ARTICLE V. PARTICIPANTS' ALLOCATIONS AND ACCOUNTS: LIMITATIONS....................... 19

Section 5.01. Allocation.......................................................... 19
Section 5.02. Investment Funds.................................................... 19
Section 5.03. Individual Accounts................................................. 20
Section 5.04. Valuation of Participant's Accounts................................. 21
Section 5.05. Limitation on Allocations........................................... 22
Section 5.06. Annual Investment of Employer Contributions, Etc.................... 28
Section 5.07. Transfer Election................................................... 29

ARTICLE VI. DISTRIBUTIONS............................................................ 29

Section 6.01. Distributions in General............................................ 29
Section 6.02. Restrictions on Immediate Distribution.............................. 29
Section 6.03. Time for Distribution............................................... 30
Section 6.04. Postponement of Distribution........................................ 30
Section 6.05. Distributions to Incompetents....................................... 30
Section 6.06. Minimum Distributions............................................... 31
Section 6.07. Commencement of Benefits............................................ 31
Section 6.08. Cash Out of Account Balance......................................... 32
Section 6.09. Rollovers of Distributions.......................................... 32
Section 6.10. Reinstatement of Benefit............................................ 33
Section 6.11. Hardship Distributions.............................................. 34

ARTICLE VII. PAYMENT OF BENEFITS ON RETIREMENT....................................... 35

Section 7.01. Normal and Early Retirement......................................... 35
Section 7.02. Late Retirement..................................................... 35
Section 7.03. Disability Retirement............................................... 36
Section 7.04. Form of Distribution................................................ 36
Section 7.05. In-Service Distributions............................................ 36
Section 7.06. In-Kind Distributions............................................... 36
Section 7.07. Payment Procedures.................................................. 36

ARTICLE VIII. ADDITIONAL RULES CONCERNING BENEFIT PAYMENTS........................... 37

Section 8.01. Application......................................................... 37
Section 8.02. Definitions......................................................... 37
Section 8.03. Form of Benefit: Joint and Survivor Annuity........................ 37
Section 8.04. Optional Forms of Benefit........................................... 39
Section 8.05. Form of Death Benefit: Pre-Retirement Survivor Annuity.............. 39

ARTICLE IX. DEATH BENEFITS........................................................... 41

Section 9.01. Designation of Beneficiary.......................................... 41
Section 9.02. Death Benefit Payable After Separation from Service................. 41
Section 9.03. Form of Death Benefit............................................... 41
Section 9.04. Spouse's Consent.................................................... 41
Section 9.05. Method of Payment of Death Benefit.................................. 41

ARTICLE X. PAYMENT OF BENEFITS ON TERMINATION..................................................... 41

Section 10.01. Cessation of Participation...................................................... 41
Section 10.02. Vested Benefit.................................................................. 42
Section 10.03. Forfeitures..................................................................... 44
Section 10.04. Allocation of Forfeitures....................................................... 44
Section 10.05. Restoration of Forfeitures...................................................... 44
Section 10.06. Break-in-Service Rules.......................................................... 44

ARTICLE XI. PLAN ADMINISTRATION: FIDUCIARIES AND FIDUCIARY RESPONSIBILITIES...................... 45

Section 11.01. Plan Sponsor/Principal Employer................................................. 45
Section 11.02. Trustee......................................................................... 45
Section 11.03. Administrator................................................................... 45
Section 11.04. Investment Manager.............................................................. 46
Section 11.05. Committee....................................................................... 46
Section 11.06. Named Fiduciaries............................................................... 46
Section 11.07. Allocation of Fiduciary Responsibilities........................................ 47
Section 11.08. Service in More than One Fiduciary Capacity..................................... 47
Section 11.09. Employment of Advisors.......................................................... 47
Section 11.10. Exculpatory Provisions.......................................................... 47
Section 11.11. Indemnification and Insurance................................................... 48
Section 11.12. Claims Procedures............................................................... 48

ARTICLE XII. TRUSTEE AND TRUST FUND............................................................... 49

Section 12.01. Trustee......................................................................... 49
Section 12.02. Valuation of Trust Fund......................................................... 49

ARTICLE XIII. AMENDMENT........................................................................... 49

Section 13.01. Power to Amend.................................................................. 49
Section 13.02. Amendment for Initial or Continued Qualification................................ 49
Section 13.03. Anti-Cutback Rule............................................................... 50
Section 13.04. Effective Date.................................................................. 50

ARTICLE XIV. TERMINATION.......................................................................... 50

Section 14.01. Termination in General.......................................................... 50
Section 14.02. Automatic Termination........................................................... 50
Section 14.03. Vesting of Account Balance...................................................... 50
Section 14.04 Distribution After Termination.................................................. 50

ARTICLE XV. TOP-HEAVY PROVISIONS.................................................................. 51

Section 15.01. Application of Article.......................................................... 51
Section 15.02. Top-Heavy Definitions........................................................... 51
Section 15.03. Determination of Top-Heavy Status............................................... 53
Section 15.04. Minimum Contributions........................................................... 54
Section 15.05. Minimum Vesting................................................................. 55
Section 15.06. Compensation Limitation......................................................... 55
Section 15.07. Limitations if Plan is Top-Heavy but not Super-Top-Heavy........................ 55
Section 15.08. Limitations if Plan is Super-Top-Heavy.......................................... 56

ARTICLE XVI. VETERANS' REEMPLOYMENT RIGHTS........................................................ 56

Section 16.01. In General...................................................................... 56
Section 16.02. Qualified Military Service...................................................... 56
Section 16.03. Crediting Compensation.......................................................... 56

iii

Section 16.04. Salary Reduction Contributions................................... 57
Section 16.05. Earnings and Forfeitures......................................... 57
Section 16.06. Crediting Service................................................ 57

ARTICLE XVII. MISCELLANEOUS........................................................ 58

Section 17.01. Exclusive Benefit................................................ 58
Section 17.02. No Reversion After Initial Approval.............................. 58
Section 17.03. Employment Relationship.......................................... 58
Section 17.04. Employer's Liability............................................. 58
Section 17.05. No Assignment or Alienation of Benefits.......................... 58
Section 17.06. Adoption by Other Employer....................................... 59
Section 17.07. Protection of Benefits in Case of Merger or Transfer............. 59
Section 17.08. Rules Regarding Controlled Business and Leased Employees......... 59
Section 17.09. Expenses......................................................... 60
Section 17.10. Invalid Provisions............................................... 60
Section 17.11. Titles........................................................... 60
Section 17.12. Gender and Number................................................ 60
Section 17.13. Construction..................................................... 61
Section 17.14. Execution: Counterparts......................................... 61

FULTON FINANCIAL CORPORATION
AMENDED AND RESTATED PROFIT SHARING PLAN

This Amended and Restated Fulton Financial Corporation Profit Sharing Plan
is amendment No. 15 to the Plan and is hereby adopted, this ____ day of
__________, 2001, effective as provided herein, as follows:

WHEREAS, the Employers have heretofore adopted a profit sharing plan for
the benefit of eligible Employees; and

WHEREAS, the Principal Employer wishes to amend said Plan in order to
provide for certain changes to the Plan, and to comply with the provisions of
the Internal Revenue Code of 1986, as amended by subsequent statutory changes
and, in so doing, to restate said Plan in its entirety.

NOW, THEREFORE, the Plan is hereby amended and restated as set forth
hereinafter. The terms of the restated Plan shall supersede the terms of the
existing Plan as provided in the Effective Date provision hereof. This
restatement shall in all respects be deemed a continuation of the original Plan,
as amended; and the provisions of the original Plan, as so amended, shall
continue in effect until superseded in accordance with the provisions of this
amendment and restatement.

ARTICLE I
DESIGNATION AND DESCRIPTION
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Section 1.01 Title. The Plan shall be known as the "Fulton Financial
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Corporation Profit Sharing Plan."

Section 1.02 Type of Plan. This Plan is a defined contribution,
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profit-sharing plan.

ARTICLE II
DEFINITIONS
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Section 2.01 Account Balance. The balance in the Participant's Employer
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Contribution Account and Participant Contribution Account.

Section 2.02 Administrator. The Principal Employer. The Principal
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Employer may appoint the Committee under Section 11.05 to assist it in carrying
out its duties as Administrator.

Section 2.03 Affiliate. Any corporation (other than an Employer) who is
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a member of the same controlled group of corporations of which the Principal
Employer is a member.

Section 2.04 Anniversary Date. The last day of the Plan Year.
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Section 2.05 Annuity Starting Date. The first day of the first period
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for which an amount is payable as an annuity or, in the case of a benefit which
is not payable in the form of an annuity, the first day on which all events have
occurred which entitle a Participant to such benefit.

Section 2.06 Authorized Leave of Absence. Any absence authorized by the
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Employer under the Employer's standard personnel practices provided that all
persons under similar circumstances must be treated alike in the granting of
such Authorized Leaves of Absence and provided further that the Employee returns
within the period of authorized absence. In the event of such absence due to
service in the Armed Forces of the United States, (1) such absence shall be
considered an Authorized Leave of Absence provided that the Employee returns to
employment with the Employer within the period provided by law, and (2) credit
for Hours of Service shall be given to the extent required by law.

Section 2.07 Beneficiary. Any person or persons (including a personal
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representative, guardian or trustee) designated by a Participant in accordance
with this Plan to receive benefits which may be due upon the death of a
Participant or, if there should be no such designation or if the designated
person or persons should predecease the Participant or otherwise be unable to
receive such benefits, the Spouse, children, parents, brothers and sisters, and
estate of the Participant, in the order listed.

Section 2.08 Code. The Internal Revenue Code of 1986, as amended.
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Section 2.09 Committee. The committee, if any, to which responsibility
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for administration of the Plan has been delegated by the Principal Employer.

Section 2.10 Compensation. The basic remuneration either paid to a
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Participant by the Employer or deferred pursuant to a plan maintained under Code
section 125 or Code section 401(k) during the Plan Year, excluding

(a) Bonus, overtime pay, commissions (except, however, for
commissions paid to Employees who are registered representatives, mortgage
originators and investment specialists and commissions deferred by such
Employees to a plan maintained under Code section 125 or Code section 401(k)) or
other special recurring forms of remuneration; and

(b) All payments made by the Employer under this Plan or any other
qualified plan; and

(d) Compensation paid to the Participant prior to the commencement
of participation in the Plan by the Participant.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provisions to the contrary, for Plan Years beginning
after December 31, 1988 but before January 1, 1994, Compensation taken into
account in computing Plan benefits for any year shall not exceed $200,000, as
adjusted at the same time and in such manner as permitted under Code section
415(d), except that the dollar increase in effect on January 1 of any calendar
year is effective for years beginning in such calendar year and the first
adjustment to the $200,000 limitation is effective on January 1, 1990. For Plan
Years beginning on or after January 1, 1994, Compensation taken into account in
computing Plan benefits for any year shall not exceed the OBRA `93 annual
compensation limit. The OBRA `93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost-of-living in accordance
with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect
for calendar year applies to any period, not exceeding 12 months, over which
Compensation is determined ("determination period") beginning in such calendar
year. If a determination period consists of fewer than 12 months, the OBRA `93
annual compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the denominator
of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Code section 401(a)(17) shall mean the OBRA
`93 annual compensation limit set forth in this provision.

If Compensation for any prior Plan Year is taken into account in
determining an Employee's benefits for the current year, the Compensation for
such prior year is subject to the applicable annual compensation limit in effect
for that prior year. For this purpose, for determination periods beginning
before the first day of the first Plan Year beginning on or after January 1,
1994, the OBRA `93 annual compensation limit is $150,000.

Effective for Plan Years beginning after December 31, 1996, the
provisions of family aggregation as described in Code section 401(a)(17)(A)
(which requires a Participant, the spouse of the Participant and any lineal
descendants thereof who have not attained age 19 before the close of the Plan
Year to be treated as a single Participant for purposes of applying the
limitations on Compensation for a Plan Year) shall not apply.

Section 2.11 Early Retirement Date. Any day coincident with or
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following the day on which a Participant reaches the age of fifty-five (55)
years and completes five (5) Years of Service.

Section 2.12 Effective Date. The original effective date of this Plan
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is January 1, 1944. The Plan, as amended and restated herein, is effective as
follows: (a) all provisions required to comply with the Tax Equity and Fiscal
Responsibility Act of 1982 ("TEFRA") shall be effective on January 1, 1984
except as otherwise stated in this Plan or in TEFRA; (b) all provisions required
to comply with the Tax Reform Act of 1984 ("TRA 1984") and with the Retirement
Equity Act of 1984 ("REA") shall be effective on January 1, 1985 except as
otherwise stated in this Plan or in TRA 1984 or REA; (c) the provisions of
section 13.03 are effective August 1, 1984; (d) all provisions required to
comply with the Tax Reform Act of 1986 ("TRA 1986") shall

be effective January 1, 1989, except as otherwise stated in the Plan or in TRA
1986; (e) all provisions required to comply with the Uniformed Services
Employment and Reemployment Rights Act of 1994 ("USERRA") shall be effective on
December 12, 1994, except as otherwise stated in the Plan or in USERRA; (f) all
provisions required to comply with the General Agreement on Tariffs and
Trade-Uruguay Round Agreements Act of 1994 ("GATT") shall be effective on
January 1, 1995, except as otherwise stated in the Plan or in GATT; (g) all
provisions required to comply with the Small Business Job Protection Act of 1996
("SBJPA") shall be effective on January 1, 1997, except as otherwise stated in
the Plan or in SBJPA; (h) all provisions required to comply with the Taxpayer
Relief Act of 1997 ("TRA 1997") shall be effective on January 1, 1998, except as
otherwise stated in the Plan or in TRA 1997; (i) all provisions required to
comply with the Internal Revenue Service Restructuring and Reform Act of 1998
("IRRA") shall be effective January 1, 2000 except otherwise stated in the Plan
or IRRA; and (j) all other provisions are effective as originally adopted, as
previously amended, or as otherwise required to comply with applicable
statutory, regulatory or ruling requirements.

Section 2.13 Employee. Any person in the service of any of the
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Employers as defined in Section 2.14, unless such Participant is listed on
Attachment 4. Those individuals listed on Attachment 4 are Participants in the
Fulton Financial Affiliates' 401(k) Savings Plan and are not to be considered
Employees for purposes of this Plan. No person who has been classified by the
Employer as an independent contractor shall be considered an "Employee,"
notwithstanding a contrary determination by any court or governmental agency.

Section 2.14 Employer. Fulton Financial Corporation; Fulton Bank; Bank
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of Gloucester County; FFC Management, Inc., Lebanon Valley Farmers Bank (only
with respect to those hired by Lebanon Valley Farmers Bank after March 31, 1998
and those former employees of Farmers Trust Bank who became employees of Lebanon
Valley Farmers Bank upon its merger with Farmers Trust Bank); Woodstown National
Bank and Trust Company; Peoples Bank of Elkton; Lafayette Ambassador Bank;
Swineford National Bank; FNB Bank, N.A.; Hagerstown Trust Company; Delaware
National Bank and any successor thereto who or which assumes the obligation
hereunder with respect to the Employees and, where the context requires, any
other corporation which adopts this Plan pursuant to the provisions of Section
17.06 hereof. Effective on and after July 1, 2000, Employer shall include Fulton
Insurance Services, Inc.; effective on and after May 1, 2000, Employer shall
include Fulton Financial Advisors, N.A.; and effective on and after January 1,
2001, Employer shall include Skylands Community Bank.

In addition, notwithstanding any provision to the contrary, the term
Employer shall not apply to any Employees listed on Attachment 4.

Section 2.15 Employer Contribution Account. The individual account for
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each Participant hereunder to which are credited all Employer contributions.

Section 2.16 Entry Date. The first day of the Plan Year and the first
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day of the seventh month of the Plan Year.

Section 2.17 Five-Percent Owner. Any person who owns (or is considered
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as owning within the meaning of the constructive ownership provisions of Code
section 318 but substituting "5 percent" for "50 percent" in subparagraph (C) of
Code section 318(a)(2)) more than five percent of the outstanding stock of
Employer or stock possessing more than five percent of the total combined voting
power of all stock of Employer or, in the case of an unincorporated business,
more than a five percent interest in the capital or profits of Employer.

Section 2.18 Highly Compensated. Any employee who: (a) was a
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Five-Percent Owner at any time during the year or the preceding year, or (b) for
the preceding year had compensation in excess of $80,000.00 and, if the Employer
so elects, was in the top-paid group for the preceding year. For this purpose,
an employee is in the top-paid group of employees for a year if such employee is
in the group consisting of the top 20% of the employees when ranked on the basis
of compensation paid during such year. The $80,000.00 amount is adjusted at the
same time and in the same manner as under Code section 415(d), except that the
base period is the calendar quarter ending September 30, 1996.

For this purpose, the applicable year of the Plan for which a
determination is being made is called a determination year and the preceding
12-month period is called a look-back year.

A highly compensated former employee is based on the rules applicable
to determine Highly Compensated Employee status as in effect for that
determination year, in accordance with Section 1.414(q)-1T, A-4 of the Temporary
Income Tax Regulations and IRS Notice 97-75.

In determining whether an employee is a Highly Compensated Employee for
years beginning in 1997, the amendments to Code section 414(q) stated above are
treated as having been in effect for years beginning in 1996. Compensation, for
purposes of this definition, is as defined in Section 5.05 (a)(2) of the Plan.

Section 2.19 Hour of Service. The sum of the following:
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(a) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer. These hours will be
credited to the Employee for the computation period in which the duties are
performed; and

(b) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence. No more than
501 Hours of Service will be credited under this paragraph for any single
continuous period (whether or not such period occurs in a single computation
period). Hours under this paragraph will be calculated and credited pursuant to
section 2530.200b-2 of the Department of Labor Regulations which are
incorporated herein by this reference; and

(c) Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Employer. The same Hours of
Service will not be credited

both under paragraph (a) or paragraph (b), as the case may be, and under this
paragraph (c). These hours will be credited to the Employee for the computation
period or periods to which the award or agreement pertains rather than the
computation period in which the award, agreement or payment is made.

In all cases Hours of Service will be credited for employment with
other members of an affiliated service group (as defined in Code section
414(m)), a controlled group of corporations (as defined in Code section 414(b)),
or a group of trades or businesses under common control (as defined in Code
section 414(c)), of which the adopting Employer is a member, and any other
entity required to be aggregated with the Employer pursuant to Code section
414(o). Hours of Service will also be credited for any individual considered an
Employee for purposes of this Plan under Code sections 414(n) and 414(o).

Solely for purposes of determining whether a One-Year Break in Service,
as defined in Section 2.21 of this Plan, for participation and vesting purposes
has occurred in a computation period, an Employee who is absent from work for
maternity or paternity reasons shall receive credit for the Hours of Service
which would otherwise have been credited to such Employee but for such absence
or, in any case in which such hours cannot be determined, for 8 Hours of Service
per day of such absence. For purposes of this paragraph, an absence from work
for maternity or paternity reasons means an absence (1) by reason of the
pregnancy of the Employee, (2) by reason of a birth of a child of the Employee,
(3) by reason of the placement of a child with the Employee in connection with
the adoption of such child by such Employee, or (4) for purposes of caring for
such child for a period beginning immediately following such birth or placement.
The Hours of Service credited under this paragraph shall be credited in the
computation period in which the absence begins if the crediting is necessary to
prevent a break in service in that period or, in all other cases, in the
following computation period.

In all cases Hours of Service shall be ascertained from the employment
records of the Employer or pursuant to any alternative method allowed by law or
regulation.

Section 2.20 Normal Retirement Date. The day on which the Participant
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attains the age of sixty-five (65) years.

Section 2.21 One-Year Break in Service. A twelve (12) consecutive month
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period during which a Participant has not completed more than 500 Hours of
Service. For eligibility purposes such period shall coincide with the
Eligibility Computation Period. For vesting purposes such period shall coincide
with the Vesting Computation Period.

Section 2.22 Participant. An Employee who has become a Participant as
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provided in Section 3.01 or who is a present Participant as provided in Section
3.03. Where the context requires and as otherwise provided in the Code or
regulations promulgated thereunder, Participant also shall mean a former
Employee of the Employer who is or may become eligible to receive a benefit of
any type under the Plan or whose Spouse or other Beneficiary may be eligible to
receive a benefit under the Plan.

Section 2.23 Participant Contribution Account. The individual account
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maintained for each Participant to which are credited all contributions and
transfers made pursuant to Section 4.07.

Section 2.24 Plan. The employee retirement plan set forth in this .
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document and any amendments thereto

Section 2.25 Plan Year. The twelve consecutive month period beginning
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on January 1 of each calendar year.

Section 2.26 Principal Employer. Fulton Financial Corporation.
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Section 2.27 Profits. The net consolidated income or profits of the
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Employers as determined by the Employers on the basis of their consolidated
books of account in accordance with customary accounting practices after
deduction for (a) all dividends declared on all outstanding stock of Fulton
Financial Corporation; (b) any federal, state and local taxes imposed upon or
directly related to the income of the Employers including any excess profit
taxes; and (c) an amount equal to one and one-half (1 1/2%) percent of the total
of capital, surplus, and undivided profits of the Employers determined on a
consolidated basis as of the close of the fiscal year preceding the Plan Year of
reference. The determination by the Employers of the amount of contribution or
the "Profits" on which such contribution is based shall be binding upon all
parties interested in the Plan, shall not be subject to review in any manner,
and shall not be affected in any way by adjustments which may be made at any
time subsequent to the filing of the Employers' federal income tax returns,
regardless of whether any subsequent adjustment is made upon audit of the
returns.

Section 2.28 Spouse. The husband or wife of the Participant. The former
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husband or wife of a Participant will be treated as the Spouse to the extent
provided under a qualified domestic relations order as described in Code section
414(p).

Section 2.29 Totally and Permanently Disabled. The inability of a
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Participant to engage in his usual and customary employment with the Employer by
reason of any medically determinable physical or mental impairment arising after
the Effective Date which, in the opinion of the Administrator, based upon
appropriate medical advice and examination and in accordance with rules applied
uniformly to all Participants, can be expected to result in death or to last for
a continuous period of not less than twelve months. Activity engaged in for the
purpose of rehabilitation shall not be incompatible with such finding of total
and permanent disability.

Section 2.30 Trust Agreement. The agreement entered into between the
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Employer and the Trustee with respect to this Plan together with any amendments
thereto.

Section 2.31 Trust Fund. The cash and/or other property consisting of
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the contributions made by Employer hereunder and the contributions made by a
Participant hereunder, if any, including any assets acquired therewith and any
and all income and capital accretions arising

from the deposit, investment, reinvestment, sale, lease, pledge or other
disposition of such contributions or of the assets acquired therewith.

Section 2.32 Trustee. The corporation or individual or individuals (and
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any successors thereto) named as Trustee in the Trust Agreement entered into by
Employer for the purpose of implementing this Plan.

Section 2.33 Year of Service.
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(a) Eligibility. For the purpose of determining an Employee's
-----------
initial eligibility for participation hereunder pursuant to Section 3.01, a
period of twelve (12) consecutive months during which an Employee has completed
at least one thousand (1,000) Hours of Service beginning on the date an Employee
first completes an Hour of Service. Without regard to whether an Employee has
completed one thousand (1,000) Hours of Service by the first anniversary of such
date, such twelve (12) consecutive months period, for the purpose thereafter of
determining eligibility hereunder, shall begin on the first day of the Plan Year
beginning after such date and prior to such first anniversary date and on the
first day of each succeeding Plan Year; provided, however, that an Employee who
is credited with one thousand (1,000) Hours of Service in both the initial
Eligibility Computation Period and the Plan Year which includes the first
anniversary of such date shall be credited with two Years of Service for
purposes of eligibility to participate.

All of an Employee's Years of Service with another member of a
controlled group of corporations which includes the Employer, after such
corporation becomes a controlled group member, shall be counted for eligibility
purposes. Additionally, the Lafayette Employees identified on Attachment No.
1(B) shall be credited with Years of Service with Second National Bank of
Nazareth after the employment dates specified on Attachment No. 1(B). Those
Employees specified on Attachment No. 3 shall be credited with Years of Service
with Fidelity Bank.

(b) Vesting. A Plan Year during which an Employee has
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completed at least one thousand (1,000) Hours of Service.

All of an Employee's Years of Service with another member of a
controlled group of corporations which includes the Employer, after such
corporation becomes a controlled group member, shall be counted for vesting
purposes. Additionally, the Denver Employees shall be credited with Years of
Service with Denver National Bank after the employment dates specified on
Attachment No. 2, and the Lafayette Employees shall be credited with Years of
Service with Second National Bank of Nazareth after the employment dates
specified on Attachment No. 1(A) and 1(B). The Employees specified on Attachment
No. 3 shall be credited with Years of Service with Fidelity Bank.

For eligibility and vesting purposes, Years of Service with Bank of
Gloucester County prior to January 1, 1998 shall be recognized, Years of Service
with Lafayette Ambassador Bank (and its predecessors, Ambassador Bank of the
Commonwealth and Lehigh Valley Bank),

Woodstown National Bank and Trust Company, Peoples Bank of Elkton, Lafayette
Bank, Swineford National Bank, FNB Bank, N.A., Great Valley Savings Bank,
Hagerstown Trust Company and Delaware National Bank prior to January 1, 1999
shall be recognized; Years of Service with Skylands Community Bank prior to
January 1, 2001 shall be recognized; and Years of Service with Sovereign Bank
prior to June 9, 2001 shall be recognized.

ARTICLE III
PARTICIPATION
-------------

Section 3.01 Eligibility in General. Every Employee of the Employer
------------
shall become a Participant in the Plan on the Entry Date coincident with or next
succeeding the earlier of (a) the date the Employee completes one Year of
Service and attains age 21, or (b) the date the Employee completes three Years
of Service, provided said Employee is still in the service of the Employer on
such Entry Date.

Section 3.02 Eligibility for 401(k) Feature.
------------ ------------------------------

(a) Solely for purposes of participating in that portion of
the Plan which relates to salary reduction contributions, any Employee shall
become a Participant with respect to that portion of the Plan as of the first
day of month coincident with or immediately following the later of the 90/th/
calendar day after the Employee's hire date or the Employee's attainment of age
21. (An Employee shall not become a Participant for any other purposes unless
and until he satisfies the requirements of Section 3.01.)

(b) Any Employee who is a Participant in the Plan on January
1, 1999 shall participate in that portion of the Plan which relates to salary
reduction contributions as of January 1, 1999.

Section 3.03 Present Participants. Every Employee of the Employer who
------------ --------------------
is a Participant in the Plan on the date of adoption of this restated Plan shall
continue as a Participant.

Section 3.04 Enrollment. Each Employee who becomes a Participant shall
------------ ----------
complete and deliver to the Administrator a beneficiary designation and such
other forms, if any, as the Administrator may require.

Section 3.05 Termination of Employment or Participation; Reemployment
------------ --------------------------------------------------------
or Reparticipation.
- ------------------

(a) An Employee whose employment terminates prior to his
becoming a Participant and who recommences employment with the Employer shall
become a Participant in accordance with Section 3.01. Any prior service shall be
counted toward the Year of Service requirement as provided in Section 2.33.

(b) Any Participant who leaves the service of the Employer and
who incurs a One-Year Break in Service shall no longer be a Participant
hereunder. If any such person has a

nonforfeitable right to all or any portion of the balance in his Employer
Contribution Account and subsequently reenters the service of the Employer, he
shall again become a Participant as of the date of his reemployment.

(c) A Participant who does not have a nonforfeitable right to
any portion of the balance in his Employer Contribution Account, who leaves the
service of the Employer, who incurs one or more One-Year Breaks in Service, and
who subsequently reenters the service of the Employer will be considered a new
Employee for the purpose of determining his eligibility to participate hereunder
if the number of his consecutive One-Year Breaks in Service equals or exceeds
the greater of (1) 5 or (2) the aggregate number of his prior Years of Service
before such breaks in service (not including any Years of Service not required
to be taken into account hereunder by reason of any prior One-Year Breaks in
Service). If, however, such Participant's prior Years of Service may not be
disregarded pursuant to the preceding sentence, such former Participant shall
again become a Participant as of the date of his reemployment.

ARTICLE IV
CONTRIBUTIONS
-------------

Section 4.01 Participant Classification. For purposes of Articles IV
------------ --------------------------
and V, the Participants shall be classified as follows:

(a) Category A Participants. All Participants who are not
-----------------------
considered Category B Participants under Subsection 4.01(b) shall be Category A
Participants.

(b) Category B Participants. The following Participants shall
-----------------------
be Category B Participants:

(1) Each Participant who is hired by the Employer after
December 31, 1995.

(2) Each Participant who was employed by an Affiliate
of the Employer and who, after December 31, 1995, transfers to employment with
the Employer; except that, if such a Participant was previously employed by the
Employer and, for a Plan Year beginning prior to January 1, 1996, received an
allocation of Employer contributions under Section 5.01 hereof, such a
Participant shall be a Category A Participant.

(3) Each Participant who leaves the service of the
Employer (or an Affiliate), who incurs one or more One-Year Breaks in Service
and who, after December 31, 1995, is subsequently hired or rehired by the
Employer.

(4) Each Participant who is employed by Bank of
Gloucester County, Peoples Bank of Elkton, Woodstown National Bank, Skylands
Community Bank, Delaware National Bank, Hagerstown Trust, Swineford National
Bank, Lafayette Ambassador Bank (other than those Participants listed on
Attachments 1A and 1B), or Lebanon Valley Farmers Bank

(other than those Lebanon Valley Farmers Bank Participants first hired by
Farmers Trust Bank prior to January 1, 1996).

(5) Any Participant employed by an Employer that first
becomes a Participating Employer at any time after December 31, 2001.

Section 4.02 Employer Contributions.
------------ ----------------------

(a) For each year in which this Plan is in effect, the
Employer shall make a contribution in such amount as shall be determined by the
Principal Employer's board of directors. Such contribution shall be allocated
among the group of Category A Participants eligible to receive an allocation
therefrom and the group of Category B Participants eligible to receive an
allocation therefrom as follows:

(1) Category A Participants. The group of Category A
-----------------------
Participants shall be allocated that portion of the contribution that is not
allocated to the group of Category B Participants.

(2) Category B Participants. The group of Category B
-----------------------
Participants shall be allocated that portion of the contribution that results in
the "Average Contribution Percentage" for the Category B Participants being
66.66% of the Average Contribution Percentage for the Category A Participants.
The Average Contribution Percentage, for each category of Participants, is the
average of the contribution percentages for the Participants in the category.
The contribution percentage for a Participant is the Participant's allocable
share of the Employer's contribution for the Plan Year, expressed as a
percentage of the Participant's Compensation for the Plan Year.

(b) The Employer's contributions shall be paid to the Trustee
on or before the last day for filing the federal income tax return of the
Employer for such fiscal year (including extensions of time for so filing). If a
contribution is paid for the Employer's preceding fiscal year, the contribution
shall be accompanied by the Employer's signed statement to the Trustee that the
payment is on account of such preceding fiscal year. For the purpose of
allocations under Section 5.01, each contribution shall be deemed to have been
made as of the Anniversary Date coincident with the fiscal year ending date.

(c) Each Employer shall be required to contribute its share of
contributions under this Section 4.02 which are allocable to those Participants
who were employed by such Employer on either the last day of employment or the
last day of the Plan Year.

Section 4.03 Salary Reduction Contributions Each Participant may elect
------------ ------------------------------
to enter into a written salary reduction agreement with the Employer commencing
with the date stated in the agreement. Pursuant thereto, a Participant may have
contributed to his Account as an Employer contribution for any Plan Year from 1%
to 5% of his Compensation as is set forth in such agreement. Such contributions
shall be paid to the Trust Fund by the Employer as of the earliest date on which
such contributions can reasonably be segregated from the Employer's

general assets, but in any event by the fifteenth business day of the month
following the month in which such amounts would otherwise have been payable to
the Participant in cash. Any such contribution shall be subject to the following
rules:

(a) A Participant's Compensation for a Plan Year shall be
reduced by the amount of the contribution which the Participant elects for such
Plan Year.

(b) A Participant may modify a prior election during the Plan
Year and concurrently make a new election by filing a written notice with the
Administrator. Any modification shall not have retroactive effect and shall
remain in force until revoked. A Participant may elect to prospectively revoke
his salary reduction agreement in its entirety at any time during the Plan Year
by providing the Administrator with written notice of such revocation. A
modification to or revocation of an election shall become effective as of the
first day of the calendar quarter immediately following the calendar quarter in
which such written notice is filed with the Administrator. Furthermore, the
termination of the Participant's employment, or the cessation of participation
for any reason, shall be deemed to revoke any salary reduction agreement then in
effect, effective immediately following the close of the pay period within which
such termination or cessation occurs.

(c) No Participant shall be permitted to have salary reduction
contributions (hereinafter referred to as elective deferrals) made to his
Account under this Plan or made to any other plan maintained by the Employer
during any taxable year in excess of the dollar limitation contained in Code
section 402(g) in effect at the beginning of the taxable year.

(1) If a Participant determines that the amount of
elective deferrals made to his Account during a taxable year, when added to the
amounts deferred for such Participant during such year under other plans or
arrangements described in Code sections 401(k), 408(k) or 403(b), exceed the
dollar limitation imposed on the Participant by Code section 402(g) for the year
in which the deferrals occurred, the amount of excess elective deferrals, plus
any income and minus any loss allocable thereto, shall be distributed to the
Participant no later than April 15 of the succeeding year upon submission by the
Participant to the Plan Administrator no later than March 1 of such succeeding
year of a written statement specifying the amount of such excess elective
deferrals and stating that if such excess amount is not distributed, the total
amount of elective deferrals made for the Participant for the taxable year will
exceed the limit imposed by Code section 402(g).

(2) The income or loss allocable to excess elective
deferrals made during a taxable year is the income or loss allocable to the
Participant's salary reduction contributions subaccount for the taxable year
multiplied by a fraction, the numerator of which is the amount of the
Participant's excess elective deferrals for the taxable year and the denominator
of which is the sum of (A) the balance of the Participant's salary reduction
contributions subaccount as of the beginning of the taxable year plus (B) the
Participant's elective contributions for the taxable year.

(d) The actual deferral percentage (hereafter referred to as
ADP), as defined below, for Participants who are Highly Compensated Employees
for the Plan Year shall not exceed the greater of:

(1) the ADP for Participants who are Non-Highly Compensated
Employees multiplied by 1.25, or

(2) the least of (A) the ADP for Participants who are
Non-Highly Compensated Employees multiplied by 2, (B) the ADP for Participants
who are Non-Highly Compensated Employees plus two percent (2%), or (C) such
amount as the Secretary of the Treasury may prescribe to prevent the multiple
use of this limitation with respect to any Highly Compensated Employee.

"Actual Deferral Percentage" (ADP) shall mean, for a specified group of
Participants for a Plan Year, the average of the ratios (calculated separately
for each Participant in such group) of (1) the amount of salary reduction
contributions actually paid to the Plan by the Employer on behalf of such
Participant for such Plan Year to (2) the Participant's Compensation for that
portion of the Plan Year during which the Participant was eligible to
participate in the Plan.

The ADP shall, for Participants who are Highly Compensated Employees, be
the ADP for the current year and shall, for participants who are Non-Highly
Compensated Employees, be the ADP for the preceding year. (For the first Plan
Year in which Participants may make salary reduction contributions hereunder,
the preceding year's ADP for Non-Highly Compensated Employees shall be three
percent (3%).)

The ADP for any Participant who is a Highly Compensated Employee for the
Plan Year and who is eligible to have salary reduction contributions or similar
contributions allocated to his account under two or more arrangements described
in Code section 401(k) that are maintained by the Employer shall be determined
as if all such salary reduction contributions were made under a single
arrangement.

If a Highly Compensated Employee participates in two or more plans or
arrangements described in Code section 401(k) that have different plan years,
all such plans or arrangements ending with or within the same calendar year
shall be treated as a single arrangement.

In the event that this Plan satisfies the requirements of Code section
401(k), 401(a)(4) or 410(b) only if aggregated with one or more other plans or
if one or more other plans satisfy the requirements of such Code sections only
if aggregated with this Plan, then this section shall be applied by determining
the ADP of Employees as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Code section 401(k) only if they have the same
plan year.

The Employer shall maintain records sufficient to demonstrate satisfaction
of the ADP test. The determination and treatment of the ADP amounts of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.

(e) If the amount of salary reduction contributions for any Plan
Year exceeds the maximum amount permitted under the ADP limitations, such excess
shall be distributed as provided in subsection (e) of this section.

(1) Notwithstanding any other provisions of this Plan, excess
contributions, plus any income and minus any loss allocable thereto up to the
last day of the Plan Year, shall be distributed no later than the last day of
each Plan Year to Participants to whose Accounts such excess contributions were
allocated for the preceding Plan Year. If such excess amounts are distributed
more than 2 1/2 months after the last day of the Plan Year in which such excess
amounts arose, a ten percent (10%) excise tax will be imposed on the Employer
maintaining the Plan with respect to such amounts. Such distributions shall be
made to Highly Compensated Employees on the basis of the amount of contributions
by, or on behalf of, each of such Employees, as follows:

A) the contribution of the Highly Compensated Employee
with the highest dollar amount shall be reduced to equal the dollar amount of
the Highly Compensated Employee with the next highest dollar amount of
contributions, such amount being distributed to the Highly Compensated Employee
with the highest dollar amount; and

B) the foregoing reduction and distribution process is
repeated to the extent necessary to distribute the total excess contributions.
Excess contributions shall be treated as Annual Additions under the Plan.

(2) The income or loss allocable to excess contributions for
the Plan Year is the amount of income or loss for the Plan Year allocable to the
Participant's salary reduction contributions subaccount and the Employer
matching contributions subaccount multiplied by a fraction, the numerator of
which is the Participant's excess contributions for the Plan Year and the
denominator of which is the sum of (1) the balance of the Participant's salary
reduction contributions subaccount and Employer matching contributions
subaccount as of the beginning of the Plan Year plus (2) the Participant's
elective contributions for the Plan Year and Employer matching contributions for
the Plan Year. Excess contributions which otherwise would be distributed to a
Participant will be reduced, in accordance with regulations prescribed by the
Secretary of the Treasury, by the amount of excess elective deferrals
distributed to the Participant.

(3) "Excess contributions" shall mean, with respect to any
Plan Year, the excess of (1) the aggregate amount of Employer contributions
actually taken into account in computing the ADP of Highly Compensated Employees
for such Plan Year over (2) the maximum amount of such contributions permitted
by the ADP limitations described in subsection (d) of this section (determined
by reducing contributions made on behalf of Highly Compensated Employees in
order of their ADPs, beginning with the highest of such percentages).

(4) If the Administrator determines prior to the end of the
Plan Year that none of the limitations described in subsection (d) of this
section may be satisfied for the

Plan Year, the Administrator will require that the amount of salary reduction
contributions that may be remitted to the Plan on behalf of Highly Compensated
Employees be proportionately reduced in order to insure that one of these
limitations is satisfied. In the event that such excess salary reduction
contributions have not been remitted by the Employer to the Trust Fund, the
Employer will return such contributions to the Participant as additional cash
remuneration to the extent necessary to meet these limitations.

(f) No Participant who has received a hardship distribution from
this Plan or from any other plan maintained by the Employer shall be permitted
to have salary reduction contributions made to his Account for a period of
twelve (12) months following receipt of the hardship distribution.

(g) No Participant who has received a hardship distribution from
this Plan or from any other plan maintained by the Employer shall be permitted,
for the Participant's taxable year immediately following the taxable year of the
hardship distribution, to have salary reduction contributions made to his
Account in excess of the applicable limit under Code section 402(g) for such
following taxable year less the amount of the salary reduction contributions
made to the Participant's account for the taxable year of the hardship
distribution.

Section 4.04 Salary Reduction Contribution Subaccounts An individual
------------ -----------------------------------------
subaccount shall be established as necessary to identify amounts derived from
contributions and earnings thereon attributable to Participant salary reduction
contributions. Such subaccount shall be increased or reduced separately;
however, all subaccounts of the Participant hereunder may be invested by the
Trustee, subject to Section 5.06 hereof, as a unit or single fund.

Section 4.05 Plan Mergers.
------------ ------------

(a) The assets of The Bank of Gloucester County 401 (k) Profit
Sharing Plan (the "Gloucester Plan") have been transferred to, and combined
with, the assets of this Plan. Immediately following the transfer, each
Participant who was a participant in the Gloucester Plan as of December 31, 1998
had a post-transfer Gloucester Plan subaccount balance under this Plan equal to
the sum of the account balances the Participant had under the Gloucester Plan
immediately prior to the transfer of assets.

(b) The assets of the Ambassador Bank of the Commonwealth
Retirement plan (the "Ambassador Plan") have been transferred to, and combined
with, the assets of this Plan. Immediately following the transfer, each
Participant who was a participant in the Ambassador Plan as of December 31, 1998
had a post-transfer Ambassador Plan subaccount balance under this Plan equal to
the sum of the account balances the Participant had under the Ambassador Plan
immediately prior to the transfer of assets.

(c) The assets of The Woodstown National bank and Trust Company
Retirement Savings Plan (the "Woodstown Plan") have been transferred to, and
combined with, the assets of this Plan. Immediately following the transfer, each
Participant who was a participant in the Woodstown Plan as of December 31, 1998
had a post-transfer Woodstown

Plan subaccount balance under this Plan equal to the sum of the account balances
the Participant had under the Woodstown Plan immediately prior to the transfer
of assets.

(d) The assets of The Peoples Bank of Elkton 401 (k) Savings Plan
(the "Elkton Plan") have been transferred to, and combined with, the assets of
this Plan. Immediately following the transfer, each Participant who was a
participant in the Elkton Plan as of December 31, 1998 had a post-transfer
Elkton Plan subaccount balance under this Plan equal to the sum of the account
balances the Participant had under the Elkton Plan immediately prior to the
transfer of assets.

Section 4.06 Acceptance of Unpaid Plan Loan Notes. In connection with the
------------ ------------------------------------
mergers of certain qualified defined contribution plans into this Plan, the Plan
shall receive and accept certain promissory notes evidencing unpaid loans
previously made by such qualified plans to participants thereunder. The
acceptance and administration of these promissory notes shall be subject to the
following conditions.

(a) The obligees of all promissory notes accepted by the Plan in
connection with the mergers shall, without further act or deed, be deemed to
change to the Fulton Financial Corporation Profit Sharing Plan Trust as of the
effective date of the mergers. All rights and responsibilities of the obligees
under the notes shall thereupon be deemed transferred and assigned to the Trust.

(b) Each promissory note shall continue to be secured by the same
funds which secured the note immediately prior to the merger, such funds being
transferred hereto in connection with the merger.

(c) Following the merger, there shall be no changes or
modifications to the material terms and conditions of the promissory notes.
Under no circumstances may a loan evidenced by such a promissory note be
refinanced, nor may there be any changes made to the rate of interest or term
for repayment.

(d) A promissory note shall be considered an earmarked investment
of the Participant-borrower's Plan Account. Amounts received in payment therefor
shall be invested in the same manner as other funds in the Participant's
Account.

(e) This Section is not intended to, nor shall be construed as,
permitting any Participant to borrow funds from his Account under this Plan.
Notwithstanding the Plan's acceptance of notes evidencing loans from other
plans, this Plan continues to prohibit Participants from borrowing from their
Plan Accounts.

Section 4.07 Rollover and Transfer Contributions.
------------- -----------------------------------

(a) With the consent of the Administrator, amounts may be
transferred from other qualified plans by Participants as well as by Employees,
provided that the trust from which such funds are transferred permits the
transfer to be made and the transfer will not jeopardize the

tax exempt status of the Plan or Trust or create adverse tax consequences for
the Employer. In the case of an Employee who is not a Participant on the date of
such transfer, the Employee shall be considered a Participant hereunder only
with respect to the amounts so transferred, unless and until the Employee
becomes a Participant in accordance with Article III. The amounts transferred
shall be credited to the Participant's Participant Contribution Account and
shall not be commingled with any funds held in the Participant's Employer
Contribution Account. Such account shall be fully vested and nonforfeitable at
all times.

(b) Amounts in a Participant's Participant Contribution Account
shall be held by the Trustee pursuant to the provisions of this Plan and may not
be withdrawn by, or distributed to the Participant, in whole or in part, except
as provide in paragraphs (c) and (d) of this section.

(c) Except as permitted by regulations (including regulation
1.411(d)-4), amounts attributable to elective contributions (as defined in
regulation 1.401(k)-1(g)(4)), including amounts treated as elective
contributions, which are transferred from another qualified plan in a
plan-to-plan transfer shall be subject to the distribution limitations provided
for in regulation 1.401(k)-1(d).

(d) At a Participant's date of retirement, disability, death, or
termination of employment, the fair market value of the Participant's
Participant Contribution subaccount shall be paid to the Participant or to his
Beneficiary as provided hereunder. Any distributions of amounts held in a
Participant's Participant Contribution account shall be made in a manner which
is consistent with and satisfies the provisions of Sections 7.04 through 7.07,
including, but not limited to all notice and consent requirements of Code
section 417 and 411(a)(11) and the regulations thereunder. Furthermore, such
amounts shall be considered as part of a Participant's benefit in determining
whether an involuntary cash-out of benefits without Participant's consent may be
made.

(e) The Administrator may direct that Participant transfers made
after a valuation date be segregated into a separate account for each
Participant in a federally insured savings account, certificate of deposit in a
bank or savings and loan association, money market certificate, or other
short-term debt security acceptable to the Trustee until such time as the
allocations pursuant to this Plan have been made, at which time they may remain
segregated or be invested as part of the general Trust Fund, to be determined by
the Administrator.

(f) All amounts allocated to a Participant's Participant
Contribution Account shall be invested and shall receive income allocations in
the manner set forth in Section 5.04.

(g) For purposes of this section, the term "qualified plan" shall
mean any tax qualified plan under Code section 401(a). The term "amounts
transferred from other qualified plans" shall mean:

(i) amounts transferred to this Plan directly from another
qualified plan;

(ii) lump-sum distributions received by a Participant from
another qualified plan which are eligible for tax free rollover to a qualified
plan and which are transferred by the Participant to this Plan within sixty (60)
days following his receipt thereof;

(iii) amounts transferred to this Plan from an individual
retirement account provided that the individual retirement account has no assets
other than assets (including earnings thereon) which:

A) were previously distributed to the Participant by
another qualified plan as a lump-sum distribution;

B) were eligible for tax-free rollover to a qualified
plan; and

C) were deposited in such individual retirement account
within sixty (60) days of receipt thereof; and

(iv) amounts distributed to the Participant from an
individual retirement account meeting the requirements of clause (iii) above,
and transferred by the Participant to this Plan within sixty (60) days of his
receipt thereof from such individual retirement account.

(h) Prior to accepting any transfers to which this section
applies, the Administrator may require the Participant to establish that the
amounts to be transferred to this Plan meet the requirements of this section and
may also require the Participant to provide an opinion of counsel satisfactory
to the Employer that the amounts to be transferred meet the requirements of this
section.

Section 4.08 Payment to Trustee. All funds contributed hereunder shall be
------------ ------------------
paid to the Trustee, but the Trustee shall have no duty or responsibility for
requiring that any contributions be made or delivered or for determining that
any contributions are correct in amount or are correctly allocated to a
Participant.

Section 4.09 Return of Contribution. Notwithstanding any provisions of
------------ ----------------------
this Plan to the contrary, a contribution paid to the Trustee may be repaid
under the following conditions:

(a) If a contribution is made by the Employer by reason of a
mistake of fact, it shall be returned to the Employer within one (1) year after
payment of the contribution.

(b) If a contribution is made by the Employer conditioned upon
qualification of the Plan as amended and if it is determined that the Plan as
amended fails to qualify under Code section 401, such contribution shall be
returned to the Employer within one (1) year after the date of denial of
requalification provided the Plan amendment is submitted to the Internal Revenue
Service for qualification within one (1) year from the date such amendment is
adopted.

(c) If deduction of a contribution is denied or disallowed by the
Internal Revenue Service, to the extent the deduction is denied or disallowed,
the contribution shall be returned to the Employer within one (1) year after the
denial or disallowance.

ARTICLE V
PARTICIPANTS' ALLOCATIONS AND ACCOUNTS: LIMITATIONS
----------------------------------------------------

Section 5.01 Allocation. Each Participant under this Plan on an
------------ ----------
Anniversary Date as of which the Employer makes a contribution hereunder, who
has completed at least one thousand (1,000) Hours of Service during the Plan
Year ending on such Anniversary Date and who is still in the service of the
Employer on the Anniversary Date, regardless of the date prior thereto on which
he became a Participant, shall be entitled to an allocated share of such
contribution. For this purpose, a Participant shall be deemed to be in the
service of the Employer on the Anniversary Date if the Participant, on the
Anniversary Date, is in the service of another member of the controlled group of
corporations which includes the Employer. A Participant whose employment
terminates on or after his Early Retirement Date or Normal Retirement Date, who
has died, who become Totally and Permanently Disabled, or who is on Authorized
Leave of Absence during the Plan Year shall be treated as still in the service
of the Employer on the Anniversary Date, and shall be deemed to have completed
one thousand (1,000) Hours of Service during the Plan Year in which the
separation from service occurs. Additionally, Hours of Service performed for
other members of a controlled group of corporations which includes the Principal
Employer shall not be credited towards the one thousand (1,000) Hours of Service
requirement hereunder unless and to the extent such member is deemed an Employer
hereunder.

(a) Category A Participants. A Category A Participant's allocated
-----------------------
share shall be equal to an amount determined by applying to the total amount of
the Employer's contribution under subsection 4.02(a)(1) a fraction in which the
Category A Participant's Compensation is the numerator and the total
Compensation of all Category A Participants entitled to an allocation is the
denominator.

(b) Category B Participants. A Category B Participant's allocated
-----------------------
share shall be equal to an amount determined by applying to the total amount of
the Employer's contribution under Section 4.02(a)(2) a fraction in which the
Category B's Participant's Compensation is the numerator and the total
Compensation of all Category B Participants entitled to an allocation is the
denominator.

Section 5.02 Investment Funds. The Trustee shall allocate assets of the
------------ ----------------
Trust among the following six Funds:

(a) The FFA Retirement Fixed Income Fund, which will invest
primarily in medium term, investment grade bonds.

(b) The Managed Equity Fund, which will invest in a diversified
portfolio of large, medium and small capitalization U.S. stocks and large
capitalization international stocks.

(d) The Fulton Financial Stock Fund, which will invest primarily
in stock of Fulton Financial Corporation but may also hold money market funds.
All acquisitions or dispositions of such stock shall conform with the
requirements of section 407 of ERISA. Each Participant (or Beneficiary of a
deceased Participant) shall be entitled to direct the Trustee to vote all shares
of common stock of Fulton Financial Corporation which are allocated to the
Account of such Participant (or Beneficiary) on any corporate matter on which
holders of such common stock are entitled to vote. In the absence of a direction
by a Participant (or Beneficiary) to vote, the Trustee shall vote shares
allocated to the Account of such Participant (or Beneficiary in accordance with
the requirements of ERISA.

(e) The Balanced Fund, which shall invest in a balanced portfolio
of common stock and intermediate term fixed income securities.

(f) The Indexed Equity Fund, which shall invest in a mutual fund
which in turn consists of shares of stock identified in the Standard & Poors
stock index from time to time.

Effective on and after November 1, 2001, the Trustee shall allocate assets
of the Trust among nine funds, the FFA Retirement Fixed Income Fund, Principal
Preservation Fund, Fulton Financial Stock Fund, and Indexed Equity Fund, as
described above, plus five additional Funds, as follows:

(a) The J. P. Morgan U. S. Equity Fund, which will invest
primarily in large capitalization, blue chip value stocks.

(b) The Fidelity Advisor Mid-Cap Stock Fund, which will invest in
a diversified portfolio of medium sized companies stocks.

(c) The Fidelity Advisor Value Strategies Fund, which will invest
in a diversified portfolio of small capitalization stocks.

(d) The Goldman Sachs International Equity Fund, which will
invest in a diversified portfolio of international large capitalization
businesses in developed countries.

(e) The FFA Retirement Common Stock Fund, which will invest
primarily in large capitalization, blue chip growth stocks.

Rules and regulations concerning the investment of Accounts in the Funds,
and transfers between such Funds, may be adopted and amended from time to time
by the Administrator; such rules and regulations shall be communicated by the
Administrator in writing to the Participants.

Section 5.03 Individual Accounts. The Employer's contributions hereunder
------------ -------------------
shall be credited to accounts maintained for each individual Participant and to
be known as Employer

Contribution Accounts. The Employee's rollover contributions shall be credited
to accounts maintained for each individual Participant and to be known as
Participant Contribution Accounts. Such Accounts shall each be increased or
reduced separately as herein provided; however, all such Accounts may be
invested by the Trustee as a unit or single fund.

(a) The Administrator shall establish and maintain in the name of
each Participant who was a participant in the Gloucester Plan as of December 31,
1998 a subaccount to which the Administrator shall credit the sum of the
Participant's account balances under the Gloucester Plan which is transferred
hereto pursuant to Section 4.05(a). Such subaccount, which is referred to herein
as the "Gloucester Plan subaccount", shall be credited with earnings and losses
of the Trust Fund in accordance with this Article V.

(b) The Administrator shall establish and maintain in the name of
each Participant who was a participant in the Ambassador Plan as of December 31,
1998 a subaccount to which the Administrator shall credit the sum of the
Participant's account balances under the Ambassador Plan which is transferred
hereto pursuant to Section 4.05(b). Such subaccount, which is referred to herein
as the "Ambassador Plan subaccount", shall be credited with earnings and losses
of the Trust fund in accordance with this Article V.

(c) The Administrator shall establish and maintain in the name of
each Participant who was a participant in the Woodstown Plan as of December 31,
1998 a subaccount to which the Administrator shall credit the sum of the
Participant's account balances under the Woodstown Plan which is transferred
hereto pursuant to Section 4.05(c). Such subaccount, which is referred to herein
as the "Woodstown Plan subaccount", shall be credited with earnings and losses
of the Trust Fund in accordance with this Article V.

(d) The Administrator shall establish and maintain in the name of
each Participant who was a participant in the Elkton Plan as of December 31,
1998 subaccount to which the Administrator shall credit the sum of the
Participant's account balances under the Elkton Plan which is transferred hereto
pursuant to Section 4.05(d). Such subaccount, which is referred to herein as the
"Elkton Plan subaccount", shall be credited with earnings and losses of the
Trust Fund in accordance with this Article V.

Section 5.04 Valuation of Participant's Accounts. The Account Balance of
------------ -----------------------------------
each Participant in the Trust Fund shall be determined as follows:

(a) The opening entry on each Employer Contribution Account shall
be a dollar and cents credit in the amount of the portion of the Employer's
contribution made as of the Anniversary Date subsequent to his becoming a
Participant which is allocable to that Participant. The opening entry on each
Participant Contribution Account shall be a dollars and cents credit in the
amount of the Participant's contribution, if any, made as of such Anniversary
Date.

(b) Any distributions made from a Participant's Account and any
forfeiture recognized since the last preceding Anniversary Date shall be charged
to the proper account of the Participant.

(c) Effective November 30, 2000, as of the last day of each
calendar month and such other valuation date as may be designated by the
Principal Employer, the Trustee shall determine the value of the Trust Fund,
including the value of the various funds of which the Trust is comprised, in the
manner provided in Section 12.02 and the Administrator shall credit or charge
each of the accounts of each then Participant with a proportionate share of the
earnings or losses of the various funds in which the Participant's accounts are
invested and of the increase or decrease in value of such funds since the last
day of the immediately preceding calendar month or such other valuation date.
The proportionate share of any increase or decrease in value in a fund shall be
the percentage which the amount of money standing to the credit of a then
Participant in the fund bears to the total amount of money standing to the
credit of all the Participants in such fund. Notwithstanding the foregoing, in
the case of a valuation for purposes of making a distribution to a Participant,
credits or charges to such Participant's accounts for that portion of the Plan
Year ending on the date of distribution shall be allocated in a reasonable
manner applied uniformly to all Participants similarly situated.

(d) Any contributions made by the Employer of the Participant
since the last preceding Anniversary Date or other valuation date shall be
credited to the Participant's Employer Contribution Account as provided in
Section 5.01 hereof.

(e) Forfeitures attributable to Participants of an Employer which
are allocable under Section 10.04 shall be used to reduce subsequent Employer
contributions of that Employer and shall be allocated in the manner described in
subsection 5.04(d).

Section 5.05 Limitation on Allocations. The following definitions and rules
------------ -------------------------
shall apply for purposes of this Section 5.05. It is the purpose of this Section
5.05 to incorporate the limitations, adjustments and other requirements of Code
section 415 and the regulations promulgated thereunder, including all applicable
transition rules, into this Plan; and notwithstanding anything contained in this
Section 5.05 to the contrary, the terms of Code section 415 and the regulations
thereunder are specifically incorporated by reference.

(a) Definitions:
-----------

(1) Annual Additions. The sum of the following amounts
----------------
credited to a Participant's Account for any Limitation Year:

A) Employer contributions;

B) Employee contributions;

C) forfeitures;

D) amounts allocated, after March 31, 1984, to an
individual medical account, as defined in Code section 415(l)(2), which is part
of a pension or annuity benefit plan maintained by the Employer; and

E) amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits allocated to the separate
account of a key employee, as defined in Code section 419A(d)(3), under a
welfare benefit fund, as defined in Code section 419(e), maintained by the
Employer.

(2) Compensation. For purposes of this Section 5.05 and for other
------------
Plan purposes that make reference to this definition, Compensation shall mean a
Participant's earned income, wages, salaries, and fees for professional
services, and other amounts received (without regard to whether or not an amount
is paid in cash) for personal services actually rendered in the course of
employment with the Employer maintaining the Plan to the extent that the amounts
are includible in gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements, and expense allowances), and excluding the following:

A) Employer contributions to a plan of deferred compensation
which are not included in the Employee's gross income for the taxable year in
which contributed, Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;

B) Amounts realized from the exercise of a nonqualified stock
option or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;

C) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and

D) Other amounts which received special tax benefits or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Code section 403(b)
(whether or not the amounts are actually excludible from the gross income of the
employee).

Compensation for any Limitation Year beginning after December 31, 1991 is
the compensation actually paid or includible in gross income during such year.

For purposes of applying the limitations in this Section, (i) for
limitation years beginning after December 31, 1997, Compensation paid or made
available during such limitation year shall include any elective deferral (as
defined in Code section 402(g)(3)), and any amount which is contributed or
deferred by the Employer at the election of the Employee and which is not
includible in the gross income of the Employee by reason of Code sections 125 or
457, and (ii) for limitation years beginning after December 31, 2000,
Compensation paid or made available during such limitation year shall include
any elective amounts not includible in the gross income of the Employee by
reason of Code section 132(f)(4).

(3) Defined Benefit Fraction. A fraction, the numerator of which
------------------------
is the sum of the Participant's Projected Annual Benefits under all the defined
benefit plans (whether or not terminated) maintained by the Employer and the
denominator of which is the lesser of 125 percent of the dollar limitation
determined for the Limitation Year under Code section 415(b) and 415(d) or 140
percent of the Highest Average Compensation, including any adjustments under
Code section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the
first day of the first Limitation Year beginning after December 31, 1986, in one
or more defined benefit plans maintained by the Employer which were in existence
on May 6, 1986, the denominator of this fraction will not be less than 125
percent of the sum of the annual benefits under such plans which the Participant
had accrued as of the close of the last Limitation Year beginning before January
1, 1987, disregarding any changes in the terms and conditions of the plans after
May 5, 1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code section 415
for all Limitation Years beginning before January 1, 1987.

(4) Defined Contribution Dollar Limitation. $30,000, as adjusted
--------------------------------------
under Code section 415(d).

(5) Defined Contribution Fraction. A fraction, the numerator of
-----------------------------
which is the sum of the Annual Additions to the Participant's account under all
the defined contribution plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years (including the Annual
Additions attributable to the Participant's nondeductible voluntary Employee
contributions to all defined benefit plans, whether or not terminated,
maintained by the Employer, and the Annual Additions attributable to all welfare
benefit funds, as defined in Code section 419(e), and individual medical
accounts as defined in Code section 415(1)(2), maintained by the Employer), and
the denominator of which is the sum of the maximum aggregate amounts for the
current and all prior Limitation Years of service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
maximum aggregate amount in any Limitation Year is the lesser of 125 percent of
the dollar limitation determined under Code sections 415(b) and 415(d) in effect
under Code section 415(c)(1)(A) or 35 percent of the Participant's Compensation
for such year.

If an Employee was a Participant as of the end of the first day of the
first Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employee which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of (1)
the excess of the sum of the fractions over 1.0 times (2) the denominator of
this fraction will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last Limitation Year beginning before January 1,
1987, and disregarding any changes in the terms and conditions of the Plan made
after May 5, 1986, but using the Code section 415 limitation applicable to the
first

Limitation Year beginning on or after January 1, 1987. The Annual Additions for
any Limitation Year beginning before January 1, 1987, shall not be recomputed to
treat all Employee contributions as Annual Additions.

The Annual Addition for any Limitation Year beginning before January 1,
1987 shall not be recomputed to treat all Employee contributions as Annual
Additions.

(6) Employer. The Employer adopting this Plan and (a) any
--------
corporation which is a member of controlled group of corporations (as defined in
Code section 414(b) as modified by Code section 415(h)) which includes the
Employer or (b) any trades or businesses (whether or not incorporated) which are
under common control (as defined in Code section 414(c) as modified by Code
section 415(h)) with the Employer, or (c) a member of an affiliated service
group (as defined in Code section 414(m)) which includes the Employer, or any
other entity required to be aggregated with the Employer pursuant to regulations
under Code section 414(o).

(7) Excess Amount. The excess of the Participant's Annual
-------------
Additions for the Limitation Year over the Maximum Permissible Amount.

(8) Highest Average Compensation. The average Compensation for
----------------------------
the three consecutive Years of Service with the Employer that produces the
highest average.

(9) Limitation Year. The Plan Year. If the Limitation Year is
---------------
amended to a different twelve (12) consecutive month period, the new Limitation
Year shall begin on a date within the Limitation Year in which the amendment is
made.

(10) Maximum Permissible Amount. The maximum Annual Addition that
--------------------------
may be contributed or allocated to a Participant's Account under the Plan for
any Limitation Year shall not exceed the lesser of(A) the Defined Contribution
Dollar Limitation or (B) twenty-five percent (25%) of a Participant's
Compensation for the Limitation Year. The Compensation limitation referred to in
(B) shall not apply to any contribution for medical benefits (within the meaning
of Code sections 401(h) or 419A(f)(2)) which is otherwise treated as an Annual
Addition under Code sections 415(l)(1) or 419A(d)(2). If a short Limitation Year
is created because of an amendment changing the Limitation Year to a different
twelve (12) consecutive month period, the Maximum Permissible Amount will not
exceed the Defined Contribution Dollar Limitation multiplied by a fraction in
which the numerator is the number of months in the short Limitation Year and the
denominator is twelve (12).

(11) Projected Annual Benefit. The annual retirement benefit
------------------------
(adjusted to an actuarially equivalent straight life annuity if such benefit is
expressed in a form other than a straight life annuity or qualified joint and
survivor annuity) to which the Participant would be entitled under the terms of
a defined benefit plan, assuming (A) the Participant will continue employment
until the normal retirement age under the Plan (or current age, if later) and
(B) the Participant's Compensation for the current Limitation Year and all other
relevant factors used to determine benefits under the Plan will remain constant
for all future Limitation Years.

(b) Aggregation Rule. For purposes of applying the limitations of
----------------
Code section 415 applicable to a Participant for a particular Limitation Year,
all qualified defined benefit plans (without regard to whether a plan has been
terminated) ever maintained by the Employer will be treated as one defined
benefit plan and all qualified defined contribution plans (without regard to
whether a plan has been terminated) ever maintained by the Employer will be
treated as part of this Plan.

(c) Annual Additions Limitation: No Other Plan. If the Participant
------------------------------------------
does not participate in, and has never participated in, another qualified plan
maintained by the Employer or a welfare benefit fund, as defined in Code section
419(e), maintained by the Employer or an individual medical account, as defined
in Code section 415(l)(2), maintained by the Employer, which provides an Annual
Addition, the amount of Annual Additions which may be credited to the
Participant's Account for any Limitation Year will not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in this Plan. If
the Employer contribution that would otherwise be contributed or allocated to
the Participant's Account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the amount contributed or
allocated will be reduced so that the Annual Additions for the Limitation Year
will equal the Maximum Permissible Amount. For the purpose of complying with
this limitation, the following rules shall apply:

(1) Prior to determining the Participant's actual Compensation
for the Limitation Year, the Employer may determine the Maximum Permissible
Amount for a Participant on the basis of a reasonable estimation of the
Participant's Compensation for the Limitation Year, uniformly determined for all
Participants similarly situated.

(2) As soon as is administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Participant's actual Compensation for the
Limitation Year.

(3) If, pursuant to the preceding paragraph (2) or as a result
of the allocation of forfeitures, there is an Excess Amount, the excess will be
disposed of as follows:

A) Any nondeductible voluntary employee contributions (plus
attributable earnings), to the extent they would reduce the excess amount, will
be returned to the Participant;

B) If after the application of paragraph (A) an excess
amount still exists, any elective deferrals (plus attributable earnings), to the
they would reduce the excess amount, will be distributed to the Participant;

C) If, after the application of the preceding paragraph
(B), an Excess Amount still exists and the Participant is covered by the Plan at
the end of the Limitation Year, the Excess Amount in the Participant's Account
will be used to reduce Employer contributions (including any allocation of
forfeitures) for such Participant in the next Limitation Year and each
succeeding Limitation Year if necessary;

D) If, after the application of paragraph (B), an Excess
Amount still exists and the Participant is not covered by the Plan at the end of
a Limitation Year, the Excess Amount will be held unallocated in a suspense
account. The suspense account will be applied to reduce future Employer
contributions for all remaining Participants in the next Limitation Year and
each succeeding Limitation Year if necessary;

E) If a suspense account is in existence at any time during
a Limitation Year pursuant to this section, it will not participate in the
allocation of the trust's investment gains and losses. If a suspense account is
in existence at any time during a particular Limitation Year, all amounts in the
suspense account must be allocated and reallocated to Participants' Accounts
before any Employer or Employee contributions may be made to the Plan for the
Limitation Year. Excess Amounts may not be distributed to Participants or former
Participants.

(d) Annual Additions Limitation: Other Defined Contribution Plan. If
------------------------------------------------------------
the Participant is covered under another qualified defined contribution plan
maintained by the Employer, a welfare benefit fund, as defined in Code section
419(e), maintained by the Employer, or an individual medical account, as defined
in Code section 415(l)(2), maintained by the Employer, which provides an Annual
Addition during any Limitation Year, the Annual Additions which may be credited
to the Participant's Account under this Plan for any such Limitation Year will
not exceed the Maximum Permissible Amount reduced by the Annual Additions
credited to a Participant's Account under the other plan and welfare benefit
funds for the same Limitation Year. If the Annual Additions with respect to the
Participant under other defined contribution plans and welfare benefit funds
maintained by the Employer are less than the Maximum Permissible Amount and the
Employer contribution that would otherwise be contributed or allocated to the
Participant's Account under this Plan would cause the Annual Additions for the
Limitation Year to exceed this limitation, the amount contributed or allocated
will be reduced so that the Annual Additions under all such plans and funds for
the Limitation Year will equal the Maximum Permissible Amount. If the Annual
Additions with respect to the Participant under such other plans and welfare
benefit funds in the aggregate are equal to or greater than the Maximum
Permissible Amount, no amount will be contributed or allocated to the
Participant's Account under this Plan for the Limitation Year. For the purpose
of complying with this limitation, the following rules shall apply:

(2) As soon as administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Participant's actual Compensation for the
Limitation Year.

(3) If, pursuant to paragraph (2) or as the result of the
allocation of forfeitures, a Participant's Annual Additions under this Plan and
such other plans would result in

an Excess Amount for a Limitation Year, the Excess Amount will be deemed to
consist of the Annual Additions last allocated except that Annual Additions
attributable to a welfare benefit fund or individual medical account will be
deemed to have been allocated first regardless of the actual allocation date.

(4) If an Excess amount was allocated to a
Participant on an allocation date of this Plan which coincides with an
allocation date of another plan, the excess amount attributed to this Plan will
be the product of the total Excess Amount allocated as of such date multiplied
by a fraction, the numerator of which is the Annual Additions allocated to the
Participant for the Limitation year as of such date under this Plan and the
denominator of which is the total Annual Additions allocated to the Participant
for the Limitation Year as of such date under this and all the other qualified
defined contributions plans.

(5) Any Excess Amount attributed to this Plan will
be disposed of as provided in subsection (c)(3).

(e) Annual Additions Limitation: Other Defined Benefit Plan.
-------------------------------------------------------
If the Participant is, or at any time was, a participant in a qualified defined
benefit plan maintained by the Employer, the sum of the Participant's Defined
Benefit Fraction and Defined Contribution Fraction, computed at the close of the
Limitation Year, shall not exceed one (1.0). If such combined limitation is
exceeded for such Limitation Year, the Annual Additions under this Plan shall be
reduced first, before any reduction in the rate of benefit accrual in the
defined benefit plan. Any required reduction in the Annual Additions under this
Plan shall be effectuated in accordance with the provisions of subsection (c) or
(d), as the case may be. The provisions of this Subsection 5.05(e) shall be
effective until December 31, 1999.

(f) No Allocation to Suspense Account. Notwithstanding any
---------------------------------
other provisions of this Section 5.05, the Employer shall not, at any time,
contribute any amount under this Plan which would cause an allocation to a
suspense account as of the date the contribution is to be allocated. If the
contribution is made prior to such allocation date, then the contribution shall
not exceed an amount that would cause an allocation to a suspense account if the
date of contribution were an allocation date.

Section 5.06 Annual Investment of Employer Contributions, Etc. A
------------ ------------------------------------------------
Participant shall, in each Plan Year, have the right to designate the
proportions of the amounts allocated to his Account under Section 5.04(d) for
such Plan Year to be invested in any of the Funds in accordance with the
following:

(a) The Participant may designate in multiples of five (5%)
percent the percentage to be invested in the various Funds.

(b) An election shall be submitted to the Plan Administrator
in writing on or before December 15 of the Plan Year to which it relates, in
accordance with the specific rules promulgated by the Plan Administrator.

(c) If a Participant fails to make any election in a
particular year, it shall automatically be construed as an election by such
Participant to have the entire allocation invested according to their most
recent 401(k) salary reduction contribution investment elections if a change was
made in the current year. If no change was made with respect to their 401(k)
investment elections in the current year, then the entire employer contribution
will be invested in the same manner as the prior year's employer contribution
allocation.

(d) If a participant has never made any election, the entire
employer contribution will be invested in the Principal Preservation Fund.

Section 5.07 Transfer Election. Effective November 30, 2000 a
------------ -----------------
Participant may transfer a portion of or all of his Account allocated to a Fund
or Funds by submitting a written request to the Plan Administrator. Such
transfer shall take effect on the last day of the current calendar month,
provided it is submitted at least five (5) days prior to the last day of such
calendar month. Otherwise, the transfer shall take effect on the last day of the
calendar month following the date the transfer request is submitted. All
transfers must be in multiples of five percent (5%). Rules and regulations
concerning transfers between the Funds may be adopted and amended from time to
time by the Plan Administrator; such rules and regulations shall be communicated
by the Plan Administrator in writing to the Participants.

ARTICLE VI
DISTRIBUTIONS
-------------

Section 6.01 Distributions in General. Except for in-service
------------ ------------------------
distributions as provided in Section 7.05 and hardship distributions as provided
Section 6.11, distributions under this Plan to a Participant (or to his
Beneficiary) shall be made only after the occurrence of one or more of the
following events: retirement, death, disability, termination of employment, or
termination of this Plan. Such distribution shall be made on a
non-discriminatory basis and only in the manner and at the time or times
provided by the provisions of this Article and Articles VII, VIII, IX and XIV of
this Plan.

Section 6.02 Restrictions on Immediate Distribution. Unless a
------------ --------------------------------------
distribution is required to satisfy Code section 401(a)(9) or Code section 415
or unless a Participant's vested Account Balance does not exceed (and has never
exceeded) five thousand dollars ($5,000) (exclusive of amounts attributable to
deductible Employee voluntary contributions), if a Participant's Account Balance
is immediately distributable, such Account Balance may not be distributed
without the consent of the Participant in accordance with the provisions of this
section. A Participant's Account Balance is immediately distributable if any
part of this Account Balance could be distributed to the Participant before the
Participant reaches (or would have reached if not deceased) the later of the
Normal Retirement Date or age 62.

The following rules regarding consent shall apply hereunder:

(a) The Plan Administrator shall notify the Participant of
the right to defer distribution until the Account Balance is no longer
immediately distributable. This notification

shall include a general description of the material features, and an explanation
of the relative values of, the optional forms of benefit available under the
Plan in a manner that would satisfy the notice requirements of Code section 417.
This notification shall be provided no less than 30 days and no more than 90
days prior to the Annuity Starting Date.

(b) Written consent to the distribution shall not be given
before the notification is received or more than 90 days prior to the Annuity
Starting Date.

(c) A consent shall not be valid if failure to consent
results in a significant detriment to any Participant under the Plan.

Section 6.03 Time for Distribution. Unless a Participant elects to
------------ ---------------------
defer the receipt of benefits (which election shall not result in a death
benefit which is more than incidental), distribution of benefits under this Plan
will begin not later than the sixtieth (60th) day after the close of the Plan
Year in which the latest of the following events occurs:

(a) The arrival of the Participant's Normal Retirement Date;

(b) The termination of the Participant's service with the
Employer; or

Failure of a Participant to consent to a distribution while a benefit
is immediately distributable within the meaning of Section 6.02 of this Plan
shall be deemed an election to defer the receipt of benefits within the meaning
of this Section.

Section 6.04 Postponement of Distribution. In case an event has
------------ ----------------------------
occurred calling for distribution hereunder, as set forth in Section 6.01, but
for any reason payment cannot be made within the time set forth in Section 6.03,
the amount of such distribution shall be invested and reinvested for the benefit
of the distributee until payment is made. In order to accomplish the purpose of
this paragraph, the Administrator may arrange with the Trustee to maintain the
funds to be distributed in a separate account and to invest such funds
separately from or together with the Trust Fund; and each person for whom funds
are being held in such account shall be entitled to share on valuation dates in
any accretions or losses in the ratio that the amount credited to him bears to
the amount credited to the accounts of all persons whose funds are being held in
such account.

Section 6.05 Distributions to Incompetents. In the event any person
------------ -----------------------------
to whom a distribution is made hereunder has been judicially declared
incompetent and a guardian, conservator or other person legally charged with the
care of his person or of his estate has been appointed, any distribution to
which such person is entitled shall be paid to such guardian, conservator or
other person. Any elections required or permitted hereunder to be made by such
person shall be made by such guardian, conservator or other person.

Section 6.06 Minimum Distributions.
------------ ---------------------

(a) Distributions Commencing Prior to Participant's Death.
-----------------------------------------------------
If a Participant's Account Balance is to begin to be distributed in a form other
than a single lump-sum prior to the death of the Participant, the amount to be
distributed each year must be at least an amount equal to the quotient obtained
by dividing the Participant's entire interest by the life expectancy of the
Participant or joint and last survivor expectancy of the Participant and
Beneficiary. Life expectancy and joint and last survivor expectancy are computed
by the use of the return multiples contained in section 1.72-9 of the federal
income tax regulations. For purposes of this computation, the life expectancy of
the Participant and the Participant's Spouse (other than in the case of a life
annuity) may be redetermined but not more frequently than annually; however, the
life expectancy of a nonspouse Beneficiary may not be redetermined. If the
Participant's Spouse is not the Beneficiary, the method of distribution selected
must assure that at least 50 percent of the present value of the amount
available for distribution is paid within the life expectancy of the
Participant.

(b) Distributions Commencing After Participant's Death. If a
--------------------------------------------------
Participant's Account Balance is to begin to be distributed in a form other than
a single lump-sum following the death of the Participant, the amounts to be
distributed are computed by the use of the return multiples contained in section
1.72-9 of the federal income tax regulations. For purposes of this computation,
a surviving Spouse's life expectancy (other than in the case of a life annuity)
may be redetermined no more frequently than annually; however, the life
expectancy of a nonspouse Beneficiary shall be determined at the time payment
first commences and payments for any twelve (12) consecutive month period will
be based on such life expectancy minus the number of whole years elapsed since
distribution first commenced.

Section 6.07 Commencement of Benefits.
------------ ------------------------

(a) Distributions to Participants. Distribution to a
-----------------------------
Participant who is a Five-Percent Owner must commence no later than the first
day of April following the calendar year in which the Participant reaches age 70
1/2. Distribution to a Participant who is not a Five-Percent Owner must commence
by the later of (i) the Participant's retirement, or (ii) the first day of April
following the calendar year in which the Participant reaches age 70 1/2. A
Participant is treated as a Five-Percent Owner for purposes of this Section if
the Participant is a Five-Percent Owner as defined in Code section 416 at any
time during the Plan Year ending with or within the calendar year in which such
owner attains age 70 1/2. Once a distribution commences to a Five-Percent Owner
under this Section, the distribution must continue notwithstanding the fact that
the Participant may cease to be a Five-Percent Owner in a subsequent year.

(b) Distributions to Surviving Spouse or Other Designated
-----------------------------------------------------
Beneficiary. Distributions to be made upon the death of a Participant pursuant
- -----------
to Article VIII of this Plan shall be made as follows:

(1) If the Participant dies after distribution of
the Participant's Account Balance has commenced, the remaining portion of such
balance shall continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

(2) If the Participant dies before distribution of
the Participant's Account Balance has commenced, the Participant's entire
Account Balance will be distributed no later than December 31 of the calendar
year containing the fifth anniversary of the Participant's death.
Notwithstanding the foregoing, if any portion of a Participant's Account Balance
is payable to or for the benefit of a Beneficiary and if distribution of this
portion is to be made in substantially equal installments over the life of such
Beneficiary or over a period not extending beyond the life expectancy of such
Beneficiary, such distribution will be deemed to have been made within 5 years
after the Participant's death (A) if distribution begins not later than December
31 of the calendar year immediately following the calendar year of the
Participant's death or (B) if the Beneficiary is the Participant's surviving
Spouse, if distribution begins not later than December 31 of the calendar year
in which the Participant would have attained age 70 1/2 and, if the surviving
Spouse dies before distribution begins, distribution shall be made as if the
surviving Spouse were the Participant.

Section 6.08 Cash Out of Account Balance. Notwithstanding any other
------------ ---------------------------
provisions of this Plan, if, at the time of the termination of an Employee's
participation in the Plan (whether by retirement, death, disability, termination
of employment, termination of the Plan or otherwise), the Annuity Starting Date
has not arrived and if the present value of the Participant's vested Account
Balance is five thousand dollars ($5,000) or less, payment of such Account
Balance may be made in a lump sum to the Participant or the Beneficiary, as the
case may be, within one (1) year after such termination. For purposes of this
section, if the value of a Participant's vested Account Balance is zero, the
Participant shall be deemed to have received a distribution of such vested
Account Balance.

Section 6.09 Rollovers of Distributions.
------------ --------------------------

(a) With respect to distributions made on or after January
1, 1993, and notwithstanding any provision of this Plan to the contrary that
would otherwise limit a Distributee's election under this section, a Distributee
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover. If
less than 100% of an Eligible Rollover Distribution is to be paid in a Direct
Rollover, the amount of the Direct Rollover must be at least $500.00.

(b) An election to make or not to make a Direct Rollover
with respect to payments which are part of a series of payments shall apply to
all subsequent payments unless a new election is made with respect to subsequent
payments. A Distributee shall be permitted at any time to change, with respect
to subsequent payments, a previous election to make or not to make a Direct
Rollover.

(d) If a Distributee fails to make an election before the
deadline established by the Plan Administrator, the Eligible Rollover
Distribution shall be distributed as if a Direct Rollover election had not been
made. The deadline established by the Plan Administrator shall be no more
restrictive for the Distributee than the deadline applicable to a revocation of
the form of benefit elected by the Distributee.

(e) For the purposes of this Section 6.09, the following
definitions shall apply:

(1) Eligible Rollover Distribution. An Eligible
------------------------------
Rollover Distribution is any distribution or all of any portion of the balance
to the credit of the Distributee, except that an Eligible Rollover Distribution
does not include (A) any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee's designated Beneficiary or
for a specified period of ten years or more, (B) any distribution to the extent
such distribution is required under section 401(a)(9) of the Code, and (C) the
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
Employer securities). Notwithstanding this paragraph (a), effective January 1,
2000, "Eligible Rollover Distribution" excludes hardship withdrawals as defined
in Code section 401(k)(2)(B)(i)(IV), which are attributable to the Participant's
elective contributions under Treas. Reg. Section 1.401(k)-1(d)(2)(ii).

(2) Eligible Retirement Plan. An Eligible Retirement
------------------------
Plan is an individual retirement account described in section 408(a) of the
Code, an individual retirement annuity described in section 408(b) of the Code,
an annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible Rollover Distribution
to the surviving Spouse, an Eligible Retirement Plan is an individual retirement
account or individual retirement annuity.

(3) Distributee. A Distributee includes an Employee
-----------
or former Employee. In addition, the Employee's or former Employee's surviving
Spouse and the Employee's or former Employee's surviving Spouse who is the
alternate payee under a qualified domestic relations order, as defined in Code
section 414(p), are Distributees with regard to the interest of the Spouse or
former Spouse.

(4) Direct Rollover. A Direct Rollover is a payment
---------------
by the Plan to the Eligible Retirement Plan specified by the Distributee.

Section 6.10 Reinstatement of Benefit. If a benefit is forfeited
------------ ------------------------
because the Participant or Beneficiary cannot be found, such benefit shall be
reinstated if a legitimate and valid claim is made by the Participant or
Beneficiary.

Section 6.11 Hardship Distributions.
------------ ----------------------

(a) The Administrator, at the election of an eligible
Participant, shall direct the Trustee to distribute to such Participant the
amount described in subsection (c) necessary to satisfy the immediate and heavy
financial need of the Participant. Any distribution made pursuant to this
Section shall be deemed to be made as of the first day of the Plan Year or, if
later, the valuation date immediately preceding the date of distribution, and
the Participant's Account shall be reduced accordingly.

(b) To be eligible for a hardship distribution, a
Participant must have previously been a participant in the Ambassador Plan, the
Woodstown Plan or the Elkton Plan. A Participant who has not previously
participated in any one of those plans shall not be eligible for a hardship
distribution hereunder.

(c) The amount of a hardship distribution to a Participant
in any Plan Year shall not exceed the lesser of (i) the amount necessary to
satisfy the immediate and heavy financial need of the Participant, and (ii) the
sum of the elective deferrals transferred to the Participant's Account pursuant
Section 4.05 and any income allocable thereto as of December 31, 1988.

(d) A hardship distribution under this Section shall be
authorized only if the distribution is on account of:

(1) Medical expenses described in Code section
213(d) incurred by the Participant, his spouse, or any of his dependents (as
defined in Code section 152);

(2) The purchase (excluding mortgage payments) of a
principal residence for the Participant;

(3) Payment of tuition for the next semester or
quarter of post-secondary education for the Participant, his spouse, children,
or dependents; or

(4) The need to prevent the eviction of the
Participant from his principal residence or foreclosure on the mortgage of the
Participant's principal residence.

(e) No distribution shall be made pursuant to this Section
unless the Administrator, based upon the Participant's representations and such
other facts as are known to the Administrator, determines that all of the
following conditions are satisfied:

(1) The distribution is not in excess of the amount
of the immediate and heavy financial need of the Participant;

(2) The Participant has obtained all distributions,
other than hardship distributions, and all nontaxable loans currently available
under all plans maintained by the Employer;

(3) The Plan, and all other plans, maintained by the
Employer, provide that the Participant's elective deferrals and voluntary
Employee contributions will be suspended for at least twelve (12) months after
receipt of the hardship distribution; and

(4) The Plan, and all other plans maintained by the
Employer, provide that the Participant may not make elective deferrals for the
Participant's taxable year immediately following the taxable year of the
hardship distribution in excess of the applicable limit under Code section
402(g) for such next taxable year less the amount of such Participant's elective
deferrals for the taxable year of the hardship distribution.

(f) Any distribution made pursuant to this Section shall be
made in a manner which is consistent with and satisfies the provisions of
Article VIII, including, but not limited to, all notice and consent requirements
of Code sections 417 and 411(a)(11) and the Regulations thereunder.

ARTICLE VII
PAYMENT OF BENEFITS ON RETIREMENT
---------------------------------

Section 7.01 Normal and Early Retirement.
------------ ---------------------------

(a) A Participant who retires on his Normal Retirement Date
shall be entitled to receive a benefit based upon one hundred percent (100%) of
his Account Balance (which shall be nonforfeitable) as of his Normal Retirement
Date. Payment of a benefit pursuant to this Subsection 7.01(a) shall be made as
provided in this Article.

(b) A Participant who has reached his Early Retirement Date
may elect to retire prior to his Normal Retirement Date without the consent of
the Employer and to receive an early retirement benefit commencing on his Early
Retirement Date based upon one hundred percent (100%) of his Account Balance as
of his Early Retirement Date. A Participant who has satisfied the service
requirement for early retirement and who separates from the service of the
Employer before satisfying the age requirement shall be entitled, upon
satisfaction of such age requirement, to receive an early retirement benefit
based upon one hundred percent (100%) of his Account Balance as of the date of
separation. Payment of a benefit pursuant to this subsection 7.01(b) shall be
made as provided in this Article.

Section 7.02 Late Retirement. Notwithstanding any other provisions of
------------ ---------------
this Plan, a Participant who, after reaching his Normal Retirement Date,
continues in the employ of the Employer shall continue to be a Participant in
this Plan. If a Participant so continues in the employ of the Employer beyond
his Normal Retirement Date, he shall not be entitled to receive his benefit
until the date of his actual retirement unless payment is required under Section
6.07 or commenced under Section 7.05. Upon the date of his actual retirement a
Participant shall become entitled to receive a benefit based upon one hundred
percent (100%) of his Account Balance as of the date of his actual retirement.
Payment of such benefit shall be made as provided in this Article VII.

Section 7.03 Disability Retirement. Any Participant who becomes
------------ ---------------------
Totally and Permanently Disabled prior to his Normal Retirement Date may elect
to retire prior to such date and to receive a benefit on the first day of the
month following his actual retirement. Such benefit shall be based upon one
hundred percent (100%) of his Account Balance (which shall be nonforfeitable) as
of his actual retirement date. Payment of such benefit shall be made as provided
in this Article VII.

Section 7.04 Form of Distribution.
------------ --------------------

(a) Unless a Participant's Account Balance is required to be
distributed in a lump-sum payment under section 6.08, the Participant may elect
to receive his Account Balance in a lump-sum payment, or in monthly, quarterly,
semi-annual, annual or other form of installments over a period not extending
beyond the life expectancy of the Participant or the joint and last survivor
expectancy of the Participant and the Participant's Beneficiary.

(b) If the Participant files his election to receive payment
of his Account Balance, such payment shall be made as soon as administratively
practicable following the close of the month in which the election is filed.

(c) If the Participant elects to postpone receipt of his
Account Balance, the amount of such payment shall be determined as of any later
valuation date as requested by the Participant but, in any case, subject to the
provisions of Section 6.07.

(d) Payment to a Beneficiary shall be made as provided in
Section 6.07.

Section 7.05 In-Service Distributions. For Plan Years ending on or
------------ ------------------------
before December 31, 1994, each Participant who has attained the age of 60,
completed 10 Years of Service and who is employed by an Employer on a part-time
basis may request and receive a distribution by delivering a written request to
the Plan Administrator. For Plan Years beginning on or after January 1, 1995,
the age requirement hereunder is reduced from 60 to 59 1/2 and the service
requirement is reduced from 10 to 5. Distribution shall be made in accordance
with Section 7.04.

Section 7.06 In-Kind Distributions. Except as provided in this
------------ ---------------------
Section 7.06, all distributions from the Plan shall be in the form of cash. If a
Participant elects to receive the entire balance in his or her Account in a lump
sum distribution, the Participant may elect, on a form provided by the
Administrator, to receive an in-kind distribution of all of the whole shares
allocated to his or her Account under the Fulton Financial Stock Account. The
amount of such shares to be distributed shall be determined by using the Account
Balance and share price as of the valuation date.

Section 7.07 Payment Procedures. Payment of any retirement benefit
------------ ------------------
hereunder shall be initiated by the Trustee only at the direction of the
Administrator and shall be made exclusively out of the Trust Fund held by the
Trustee. In no event shall the Administrator have the right to select any method
of payment which would be contrary to any laws or to any rules or regulations

of any governmental authority in existence as of the date of retirement; and the
Administrator and the Trustee shall be bound to honor such laws, rules or
regulations as long as they continue in existence.

ARTICLE VIII
ADDITIONAL RULES CONCERNING BENEFIT PAYMENTS
--------------------------------------------

Section 8.01 Application. This Article VIII contains rules and
------------ -----------
requirements which are in additional to, and not in substitution for, the other
rules and requirements of this Plan. The rules and requirements provided in this
Article apply to Participants with amounts credited to the following
subaccounts, and do not apply to any other Participants.

(a) Amounts credited to a Participant's Gloucester Plan
subaccount; and

(b) Amounts credited to a Participant's Ambassador Plan
subaccount.

Section 8.02 Definitions.
------------ -----------

(a) Annuity Starting Date. The first day of the first period
---------------------
for which an amount is payable as an annuity or, in the case of a benefit which
is not payable in the form of an annuity, the first day on which all events have
occurred which entitle a Participant to such benefit.

(b) Joint and Survivor Annuity. An immediate annuity which
--------------------------
is payable for the life of the Participant with a survivor annuity for the life
of the Participant's Spouse of not less than fifty percent (50%) and not greater
than one hundred percent (100%) of the amount of the Participant's annuity which
is payable during the joint lives of the Participant and the Spouse and which is
the amount of the benefit which can be purchased with the Participant's Account.
If no survivor annuity percentage is specified by the Participant, such
percentage shall be fifty percent (50%). In the case of an unmarried
Participant, such annuity shall be an annuity for the life of the Participant.

(c) Pre-Retirement Survivor Annuity. An immediate annuity
-------------------------------
for the life of the Participant's Spouse, the payments under which must be equal
to the amount of the benefit which can be purchased with the Participant's
Account and which is used to provide a death benefit hereunder.

Section 8.03 Form of Benefit: Joint and Survivor Annuity.
------------ -------------------------------------------

(a)

(1) Unless otherwise elected as provided below, a
Participant who is married on the Annuity Starting Date and who does not die
before the Annuity Starting Date shall receive the value of his benefits in the
form of a Joint and Survivor Annuity. Such joint and survivor benefits following
the Participant's death shall continue to the Spouse during the

Spouse's lifetime at a rate equal to 50% of the rate at which such benefits were
payable to the Participant. This Joint and 50% Survivor Annuity shall be
considered the designated qualified Joint and Survivor Annuity and automatic
form of payment for purposes of this Article. However, the Participant may elect
to receive a smaller annuity benefit with continuation of payments to the Spouse
at a rate of seventy-five percent (75%) or one hundred percent (100%) of the
rate payable to a Participant during his lifetime, which alternative Joint and
Survivor Annuity shall be equal in value to the automatic Joint and 50% Survivor
Annuity. Additionally, the Participant may elect to waive the Joint and Survivor
Annuity with his Spouse's consent in accordance with Subsection (a)(2) below. An
unmarried Participant shall receive the value of his benefit in the form of a
life annuity. Such unmarried Participant, however, may elect in writing to waive
the life annuity. The election must comply with the provisions of this Section
as if it were an election to waive the Joint and Survivor Annuity by a married
participant, but without the spousal consent requirement. The Participant may
elect to have any annuity provided for in this Section distributed upon the
attainment of the "earliest retirement age" under the Plan. The "earliest
retirement age" is the earliest date on which, under the Plan, the Participant
could elect to receive retirement benefits.

(2) Any election to waive the Joint and Survivor
Annuity must be made by the Participant in writing during the election period
and be consented to by the Participant's Spouse. If the Spouse is legally
incompetent to give consent, the Spouse's legal guardian, even if such guardian
is the Participant, may give consent. Such election shall designate a
Beneficiary (or a form of benefits) that may not be changed without spousal
consent (unless the consent of the Spouse expressly permits designations by the
Participant without the requirement of further consent by the Spouse). Such
Spouse's consent shall be irrevocable and must acknowledge the effect of such
election and be witnessed by a Plan representative or a notary public. Such
consent shall not be required if it is established to the satisfaction of the
Administrator that the required consent cannot be obtained because there is no
Spouse, the Spouse cannot be located, or other circumstances that may be
prescribed by regulations. The election made by the Participant and consented to
by his Spouse may be revoked by the Participant in writing without the consent
of the Spouse at any time during the election period. The number of revocations
shall not be limited. Any new election must comply with the requirements of this
Subsection. A former Spouse's waiver shall not be binding on a new Spouse.

(3) The election period to waive the Joint and
Survivor Annuity shall be the 90 day period ending on the Annuity Starting Date.

(4) With regard to the election, the Administrator
shall provide to the Participant no less than 30 days and not more than 90 days
before the Annuity Starting Date a written explanation of:

A) the terms and conditions of the Joint
and Survivor Annuity;

B) the Participant's right to make, and the
effect of, an election to waive the Joint and Survivor Annuity;

C) the right of the Participant's Spouse to
consent to any election to waive the Joint and Survivor Annuity; and

D) the right of the Participant to revoke
such election, and the effect of such revocation.

Notwithstanding the foregoing period for providing the written
explanation, the Administrator may provide the written explanation after the
Annuity Starting Date. In such case, the election period shall not end before
the 30th day after the date on which the explanation is provided. The
Administrator may permit a Participant to elect (with any applicable spousal
consent) to waive any requirement that the written explanation be provided at
least 30 days before the Annuity Starting Date (or to waive the 30 day
requirement) if the distribution commences more than 7 days after the
explanation is provided.

(b) In the event a married Participant duly elects pursuant
to Subsection (a)(2) above not to receive his benefit in the form of a Joint and
Survivor Annuity, or if such Participant is not married, in the form of a life
annuity, the Administrator, pursuant to the election of the Participant, shall
direct the Trustee to distribute to the Participant or his Beneficiary any
amount to which he is entitled under the Plan in one or more of the methods
described in Section 8.04.

Section 8.04 Optional Forms of Benefit. If a married Participant duly
------------ -------------------------
elects pursuant to Section 8.03 not to receive his Account in the form of a
Joint and Survivor Annuity, or if the Participant is not married, in the form of
a life annuity, then the Administrator, pursuant to the election of the
Participant, shall direct the Trustee to distribute to the Participant (or his
Beneficiary) such amount in one or more of the optional methods set forth in
Section 7.04 of the Plan.

Section 8.05 Form of Death Benefit: Pre-Retirement Survivor Annuity.
------------ ------------------------------------------------------

(a) Unless otherwise elected as provided below, a
Participant who dies before the Annuity Starting Date and who has a surviving
Spouse shall have his Account paid to his surviving Spouse in the form of a
Pre-Retirement Survivor Annuity. The Participant's Spouse may direct that
payment of the Pre-Retirement Survivor Annuity commence within a reasonable
period after the Participant's death. If the Spouse does not so direct, payment
of such benefit shall commence at the time the Participant would have attained
his Normal Retirement Date. However, the Spouse may elect a later commencement
date, subject to the provisions of Section 6.07 of the Plan.

(b) Any election to waive the Pre-Retirement Survivor
Annuity before the Participant's death must be made by the Participant in
writing during the election period and shall require the Spouse's irrevocable
consent in the same manner provided for in Section 8.03(a)(2). Further, the
Spouse's consent must acknowledge the specific nonspouse Beneficiary.
Notwithstanding the foregoing, the nonspouse Beneficiary need not be
acknowledged, provided

the consent of the Spouse acknowledges that the Spouse has the right to limit
consent only to a specific Beneficiary and that the Spouse voluntarily elects to
relinquish such right.

(c) The election period to waive the Pre-Retirement Survivor
Annuity shall begin on the first day of the Plan Year in which the Participant
attains age 35 and end on the date of the Participant's death. An earlier waiver
(with Spousal consent) may be made; provided a written explanation of the
Pre-Retirement Survivor Annuity is given to the Participant and such waiver
becomes invalid at the beginning of the Plan Year in which the Participant turns
age 35. In the event a vested Participant separates from service prior to the
beginning of the election period, the election period shall begin on the date of
such separation from service.

(d) With regard to the election, the Administrator shall provide
each Participant within the applicable period with respect to such Participant
(and consistent with regulations), a written explanation of the Pre-Retirement
Survivor Annuity containing comparable information to that required pursuant to
Section 8.03(a)(4). For purposes of this Subsection, the term "applicable
period" means, with respect to a Participant, whichever of the following periods
ends last:

(1) The period beginning with the first day of the Plan Year
in which the Participant attains age 32 and ending with the close of the Plan
Year preceding the Plan Year in which the Participant attains age 35;

(2) A reasonable period after the individual becomes a
Participant. For this purpose, in the case of an individual who becomes a
Participant after age 32, the explanation must be provided by the end of the
three-year period beginning with the first day of the first Plan Year for which
the individual is a Participant;

(3) A reasonable period ending after the Plan no longer fully
subsidizes the cost of the Pre-Retirement Survivor Annuity with respect to the
Participant;

(4) A reasonable period ending after Code section 401(a)(11)
applies to the Participant; or

(5) A reasonable period after separation from service in the
case of a Participant who separates before attaining age 35. For this purpose,
the Administrator must provide the explanation beginning one year before the
separation from service and ending one year after such separation.

(e) If the death benefit payable under this Article VIII is not
paid in the form of a Pre-Retirement Survivor Annuity, it shall be paid to the
Participant's Beneficiary under one of the optional methods described in Section
7.04 of the Plan, as elected by, the Participant (or if no election is made
prior to the Participant's death, by his Beneficiary.)

Article IX
DEATH BENEFITS
--------------

Section 9.01 Designation of Beneficiary. Each Participant shall have the
------------ --------------------------
right to designate a Beneficiary, including a contingent Beneficiary; and each
Participant shall have the right at any time and from time to time to name and
change the Beneficiary, including any contingent Beneficiary. The foregoing
right shall be exercised by a writing signed by the Participant on a form
supplied by and lodged with the Administrator.

Section 9.02 Death Benefit Payable After Separation from Service. If a
------------ ---------------------------------------------------
Participant who has separated from the service of the Employer dies after
benefit payments have commenced, no death benefit shall be payable except such
benefit as is provided under the specific form of benefit being received by the
Participant prior to the Participant's death. If, however, a separated
Participant dies before beginning to receive a benefit, a death benefit shall be
paid in accordance with the provisions of this Article.

Section 9.03 Form of Death Benefit. A distribution payable to any
------------ ---------------------
Beneficiary shall be paid in a form described in Section 7.04, subject to the
provisions of Section 6.07.

Section 9.04 Spouse's Consent. Payments made pursuant to Sections 9.02
------------ ----------------
and 9.03 shall be made to the Participant's surviving Spouse, unless the Spouse
consents to another Beneficiary. The Spouse's consent must be in writing, must
acknowledge the effect of such consent, must be limited to a benefit for a
specific alternate Beneficiary, and must be witnessed by a Plan representative
or notary public unless the Participant establishes to the satisfaction of a
Plan representative that the Spouse's consent cannot be obtained because there
is no Spouse or the Spouse cannot be located. A Spouse's consent shall be valid
only with respect to the Spouse who signs the consent or the Spouse whose
consent may not be obtained.

Section 9.05 Method of Payment of Death Benefit. Whenever, pursuant to
------------ ----------------------------------
the provisions of this Article IX, an amount is payable to a deceased
Participant's Beneficiary, payment of such amount shall be initiated by the
Trustee only at the direction of the Administrator and shall be made exclusively
out of the Trust Fund held by the Trustee. In no event shall the Administrator
have the right to select any method of payment which would be contrary to any
laws or to any rules or regulations of any governmental authority in existence
as of the date of retirement; and the Administrator and the Trustee shall be
bound to honor such laws, rules or regulations as long as they continue in
existence.

Article X
PAYMENT OF BENEFITS ON TERMINATION
OF EMPLOYMENT BEFORE RETIREMENT
-------------------------------

Section 10.01 Cessation of Participation. In the event a Participant's
------------- --------------------------
employment is terminated for any reason other than retirement, death or
disability, as provided herein, he shall cease to be an active Participant
hereunder; his interests and rights under this Plan shall be limited to those
contained in the following sections of this Article; and he shall become a

terminated Participant. The Employer shall promptly notify the Administrator of
the termination of employment.

Section 10.02 Vested Benefit.
------------- --------------

(a) A Participant whose employment is terminated, whether by
resignation or discharge, shall be entitled to receive a distribution of his
Account as provided in this Section. The amount to be distributed shall equal
the vested portion of the Participant's Account, determined as follows:

(1) A Participant's vested portion of the amounts
credited to his Employer contribution subaccount shall depend upon his Years of
Service for vesting purposes and shall be determined under the following
schedule: