SEVERANCE AGREEMENT

     MADE as of this 17th day of May, 1988, by and between Fulton Financial
Corporation, a Pennsylvania corporation with offices at One Penn Square, P.O.
4887, Lancaster, Pennsylvania 17604 (the Company) and R. Scott Smith, Jr., an
adult individual who resides at 1348 Silver Spring Road, Holtwood, Pennsylvania
17532 (Executive).

                                   Background

     Executive is a Senior Vice President of the Company, a Pennsylvania bank
holding company, and an Executive Vice President of Fulton Bank, the principal
subsidiary and flagship bank of the Company.  Executive is an integral part of
the management team of the Company and Bank.

     As a result of changes in federal and state banking laws, there has been a
dramatic increase in the number of mergers and other acquisitions of
Pennsylvania bank and bank holding companies.  While the Company remains firmly
committed to its policy of remaining a strong, independent regional bank holding
company, it recognizes that it might nevertheless be acquired as a result of an
unsolicited takeover attempt or in a negotiated transaction.  Executive will
play a critical role in any such acquisition, as it falls principally upon him
and the other members of Management vigorously and aggressively to represent and
to protect the interests of the shareholders of the Company.

     The Company believes that Executive should not be forced to sacrifice his
future financial security in order to fulfill his responsibilities to the
shareholders.  The Board of Directors of the Company has carefully considered
this problem and has determined that it should be addressed.  Specifically, the
Board of Directors has concluded that basic financial protection should be
provided to Executive in the form of certain limited severance benefits payable
in the event that he is discharged or resigns following, and for reasons
relating to a change in control of the Company.

     The purpose of this Agreement is to define these severance benefits and to
specify the conditions under which they are to be paid.  This Agreement is not
intended to affect the terms of Executive's employment in the absence of a
change in control of the Company.  Accordingly, although this Agreement will
take effect upon execution as a binding legal obligation of the Company, it will
become operative only upon a change in control of the Company as that concept is
defined below.

                                  WITNESSETH:

     NOW, THEREFORE, in consideration of Executive's continuing service to the
Company and of the mutual covenants and undertakings hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:

 
1.  Undertaking of the Company

       The Company shall provide to Executive the severance benefits specified
in Paragraph 6 below in the event that any time within 36 months following a
Change in Control of the Company:

    (a)  Executive is discharged by the Company, other than for Cause pursuant
         to Paragraph 3 below or for Disability pursuant to Paragraph 4 below;
         or

    (b)  Executive resigns from the Company for Good Reason pursuant to
         Paragraph 5 below.

2.  Change in Control

    (a)  For purposes of this Agreement, a Change in Control of the Company
         shall mean a change in control of the kind that would be required to be
         reported in response to Item 1 of Securities and Exchange Commission
         Form 8-K promulgated under the Securities Exchange Act of 1934 and as
         in effect on the date hereof.

    (b)  Without limitation of the foregoing, a Change in Control of the Company
         shall be deemed to have occurred upon the occurrence of any of the
         following events:

           (1)  Any person or group of persons acting in concert, shall have
                acquired, directly or indirectly, beneficial ownership of 20
                percent or more of the outstanding shares of the voting stock of
                the Company;

           (2)  The composition of the Board of Directors of the Company shall
                have changed such that during any period of two consecutive
                years during the term of this Agreement, the persons who at the
                beginning of such period were members of the Board of Directors,
                unless the nomination or election of each director who was not a
                director at the beginning of such period was approved in advance
                by directors representing not less than two-thirds of the
                directors then in office who were directors at the beginning of
                the period; or

           (3)  The Company shall be merged or consolidated with or its assets
                purchased by another corporation and as a result of such merger,
                consolidation or sale of assets, less than a majority of the
                outstanding voting stock of the surviving, resulting or
                purchasing corporation is owned, immediately after the
                transaction, by the holders of the voting stock of the Company
                outstanding immediately before the transaction.

    (c)  For purposes of Paragraph 2(b)(1) above, a person shall be deemed to be
         the beneficial owner of any shares which he or any of his affiliates or
         associates (i) owns, directly or indirectly, (ii) has the right to
         acquire, or (iii) has the right to vote or direct the voting thereof
         pursuant to any agreement, arrangement or understanding.

 
3.  Discharge for Cause

    (a)  The Company may at any time following a Change in Control discharge
         Executive for Cause, in which event Executive shall not be entitled to
         receive the severance benefits specified in Paragraph 6 below.

    (b)  For purposes of this Agreement, the Company shall have Cause to
         discharge Executive only under the following circumstances:

         (i)  Executive shall have committed an act of dishonesty constituting a
           felony and resulting or intending to result directly or indirectly in
           gain or personal enrichment at the expense of the Company; or

         (ii) Executive shall have deliberately and intentionally refused (for
           reasons other than incapacity due to accident or physical or mental
           illness) to perform his duties to the Company for a period of 30
           consecutive days following the receipt by him of written notice from
           the Company setting forth in detail the facts upon which the Company
           relies in concluding that Executive has deliberately and
           intentionally refused to perform such duties.

4.  Discharge for Disability

   (a)  The Company may at any time following a Change in Control discharge
        Executive for Disability as provided in this Paragraph 4, in which event
        Executive shall not be entitled to receive the severance benefits
        specified in Paragraph 6 below.

   (b)  For purposes of this Agreement, the Company may discharge Executive for
        Disability only under the following circumstances:   

        (i)  Executive shall have been unable, for reasons of incapacity due to
           accident or physical or mental illness, for a period of six
           consecutive months to perform his duties to the Company.

        (ii) The Company, following the expiration of such period of six
           consecutive months, shall have to give Executive 30 days written
           notice of its intention to discharge him for disability and he shall
           not within that 30 day period have returned to the performance of his
           duties to the Company on a full-time basis; and

        (iii)  The Company shall provide or cause to be provided to Executive
           short-term and long-term disability benefits and fringe benefits not
           less generous than the following: (A) Executive shall receive each
           month for six months following the date of his discharge for
           Disability his full month salary (as in effect immediately before his
           discharge for Disability); (B) Executive shall receive each month
           thereafter 60 percent of his monthly salary (as in effect immediately
           before his discharge for Disability) until his death or until
           December 31 of the calendar year in which he attains age 65,
           whichever shall first occur; and (c) Executive shall receive those
           fringe benefits customarily provided by the Company to disabled
           former employees, which 

 
           benefits shall include, but shall not be limited to, life, medical,
           health, accident and disability insurance and a survivor's income
           benefit.

   (c)  In the event that Executive shall at any time cease to be disabled
        following his discharge for Disability, the Company shall do one of the
        following:

        (i)  Reappoint Executive to his position with the Company, with full
           salary and benefits, as they existed immediately before his discharge
           for Disability, in which case this Agreement shall remain in full
           force and effect as though Executive had never been so discharged; or

        (ii) Treat Executive as though he has been discharged for reasons other
           than Cause or Disability, in which case Executive shall be entitled
           to receive the severance benefits specified in Paragraph 6 below.

   (d)  In the event that Executive shall disagree with a determination on the
        part of the Company that he is disabled or in the event that the Company
        shall disagree with a determination on the part of Executive that he is
        no longer disabled, the matter shall be submitted to an impartial and
        reputable medical doctor to be selected by mutual agreement of the
        parties. In the event that Executive and the Company are unable to
        agree, the matter shall be submitted to an impartial and reputable
        medical doctor to be selected, upon petition by either party, by the
        Lancaster County Court of Common Pleas.

5. Resignation for Good Reasons

   (a)  Executive may at any time following a Change in Control resign from the
        Company for Good Reason, in which event Executive shall be entitled to
        receive the severance benefits specified in Paragraph 6 below.

   (b)  For purposes of this Agreement, Executive shall have Good Reason to
        resign under the following circumstances:

        (i)  The Company, without Executive's prior written consent, shall have
           changed or attempted to change in any significant respect the
           authority, duties, compensation, benefits or other terms or
           conditions of Executive's employment; or

        (ii) Executive shall have determined in good faith and in his sole and
           absolute discretion that he is unable to work harmoniously and
           effectively with the new management of the Company or that he is
           otherwise unable effectively to carry out his duties and discharge
           his responsibilities to the Company.

6.  Severance Benefits

       The severance benefits to be provided to Executive by the Company under
this Agreement are as follows:

  (a)  Salary Continuation: The Company shall pay to Executive each month during
       -------------------
       the Severance Benefit Period an amount equal to one-twelfth of his base
       annual salary. 

 
       Executive's base annual salary shall be deemed to be an amount equal to
       twenty percent (20%) of the aggregate salary paid to Executive by or on
       behalf of the Company and the Bank during the most recent five (5)
       taxable years ending before the Change of Control shall occur. The
       payment to be made in respect of each month shall be made on or be fore
       the 15th day of the next following month. In the event that the Severance
       Benefit Period begins or ends on other than, respectively, the first or
       last day of a calendar month, the payment to be made in respect of that
       month shall be prorated accordingly. It is understood that the Company
       shall withhold from each monthly payment such amounts as may be required
       under any applicable federal, state or local income tax law.

  (b)  Fringe Benefits:  The Company shall at its expense provide to Executive
       ---------------                                                        
       throughout Severance Benefit Period life, medical, health, accident and
       disability insurance and a survivor's income benefit in form, substance
       and amount which is in each case substantially equivalent to that
       provided to him immediately before the Change in Control or immediately
       before the commencement of the Severance Benefit Period, whichever
       Executive shall in each case select.

7. Severance Benefit Period

       The Severance Benefit Period shall commence upon the effective date of
Executive's discharge (for reasons other than Cause or Disability) or
resignation (for Good Reason) and shall terminate upon the first to occur of the
following events:

   (a)  The expiration of 36 months following the effective date of Executive's
        discharge or resignation;

   (b)  The expiration of the calendar year in which Executive attains age 65;

   (c)  Executive's death; or

   (d)  The election of Executive to terminate the Severance Benefit period
        pursuant to Paragraph 8(b) below.

8. Covenant Not To Compete

   (a)  Executive agrees that he will not without the prior written consent of
        the Company at any time during the Severance Benefit Period become an
        officer, director, or employee of or consultant to any bank, bank
        holding company or other financial services institution.

   (b)  Executive may elect at any time to terminate the Severance Benefit
        Period by delivering written notice to the Company in which event the
        covenant not to compete set forth in Paragraph 8(a) above shall expire
        and have no further force or effect.

   (c)  In the event of any breach by Executive of the covenant not to compete
        set forth in Paragraph 8(a) above, the parties agree that the exclusive
        remedy of the Company shall be to obtain an injunction, order for
        specific performance, or other form of equitable relief from a court of
        competent jurisdiction and that the Company shall not under any

 
        circumstances be entitled to recover monetary damages from Executive by
        reason of any such breach.

9. Mitigation and Setoff

   (a)  Executive shall not be required to mitigate the amount of any payment or
        benefit provided for in Paragraph 6 above by seeking employment or
        otherwise and the Company shall not be entitled to setoff against the
        amount of any payment or benefit provided for in Paragraph 6 above any
        amounts earned by Executive in other employment during the Severance
        Benefit Period.

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

10. Attorneys' Fees and Related Expenses

        All attorneys' fees and related expenses incurred by Executive in
connection with or relating to enforcement by him of his rights under this
Agreement shall be paid for in full by the Company.

11. Successors and Parties in Interest

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

    (b) This Agreement is binding upon and shall inure to the benefit of
        Executive, his heirs and personal representatives.

12. Rights under Other Plans

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

13.  Termination

        This Agreement may not be terminated except by mutual consent of the
parties, as evidenced by a written instrument duly executed by the Company and
by Executive.

 
14.  Notices

     All notices and other communications required to be given hereunder shall
be in writing and shall be deemed to have been given or made when hand delivered
or when mailed, certified mail, return receipt requested, to the Company or to
Executive, as the case may be, at their respective addresses set forth above.

15.  Severability

     In the event that any provision of this Agreement shall be held to be
invalid or unenforceably by any court of competent jurisdiction, such provision
shall be deemed severable from the remainder of the Agreement and such holding
shall not invalidate or render unenforceable any other provision of this
Agreement.  It is the intention of the parties hereto that Executive shall
receive the maximum severance benefits under this Severance Agreement which
Executive may receive without any payment of such benefits being classified as
an "excess parachute payment" (as defined in Section 280G of the Internal
Revenue Code) and to the extent that payment of such benefits hereunder would be
classified as an "excess parachute payment," such payment shall be automatically
reduced to the maximum amount which would not be classified as an "excess
parachute payment."

16.  Governing Law, Jurisdiction and Venue

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

17.  Entire Agreement

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

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

ATTEST:                              FULTON FINANCIAL CORPORATION


By: /s/ Kenneth E. Shenenberger      By: /s/  Robert D. Garner
    ---------------------------          --------------------------
        Title: Secretary                      Title: Chairman

 
(CORPORATE SEAL)


WITNESS:

/s/ Kenneth E. Shenenberger        /s/ R. Scott Smith, Jr.
- ---------------------------        -----------------------
                                   R. SCOTT SMITH, JR.

 
                              SEVERANCE AGREEMENT

     MADE as of this 17th day of May, 1988, by and between Fulton Financial
Corporation, a Pennsylvania corporation with offices at One Penn Square, P.O.
4887, Lancaster, Pennsylvania 17604 (the Company) and Richard J. Ashby, Jr., an
adult individual who resides at 127 St. Thomas Road, Lancaster, Pennsylvania
17601 (Executive).

                                   Background

     Executive is a Senior Vice President of the Company, a Pennsylvania bank
holding company, and an Executive Vice President of Fulton Bank, the principal
subsidiary and flagship bank of the Company.  Executive is an integral part of
the management team of the Company and Bank.

     As a result of changes in federal and state banking laws, there has been a
dramatic increase in the number of mergers and other acquisitions of
Pennsylvania bank and bank holding companies.  While the Company remains firmly
committed to its policy of remaining a strong, independent regional bank holding
company, it recognizes that it might nevertheless be acquired as a result of an
unsolicited takeover attempt or in a negotiated transaction.  Executive will
play a critical role in any such acquisition, as it falls principally upon him
and the other members of Management vigorously and aggressively to represent and
to protect the interests of the shareholders of the Company.

     The Company believes that Executive should not be forced to sacrifice his
future financial security in order to fulfill his responsibilities to the
shareholders.  The Board of Directors of the Company has carefully considered
this problem and has determined that it should be addressed.  Specifically, the
Board of Directors has concluded that basic financial protection should be
provided to Executive in the form of certain limited severance benefits payable
in the event that he is discharged or resigns following, and for reasons
relating to a change in control of the Company.

     The purpose of this Agreement is to define these severance benefits and to
specify the conditions under which they are to be paid.  This Agreement is not
intended to affect the terms of Executive's employment in the absence of a
change in control of the Company.  Accordingly, although this Agreement will
take effect upon execution as a binding legal obligation of the Company, it will
become operative only upon a change in control of the Company as that concept is
defined below.

                                  WITNESSETH:

     NOW, THEREFORE, in consideration of Executive's continuing service to the
Company and of the mutual covenants and undertakings hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:

 
1.  Undertaking of the Company

       The Company shall provide to Executive the severance benefits specified
in Paragraph 6 below in the event that any time within 36 months following a
Change in Control of the Company:

    (a)  Executive is discharged by the Company, other than for Cause pursuant
         to Paragraph 3 below or for Disability pursuant to Paragraph 4 below;
         or

    (b)  Executive resigns from the Company for Good Reason pursuant to
         Paragraph 5 below.

2.  Change in Control

    (a)  For purposes of this Agreement, a Change in Control of the Company
         shall mean a change in control of the kind that would be required to be
         reported in response to Item 1 of Securities and Exchange Commission
         Form 8-K promulgated under the Securities Exchange Act of 1934 and as
         in effect on the date hereof.

    (b)  Without limitation of the foregoing, a Change in Control of the Company
         shall be deemed to have occurred upon the occurrence of any of the
         following events:

           (1)  Any person or group of persons acting in concert, shall have
             acquired, directly or indirectly, beneficial ownership of 20
             percent or more of the outstanding shares of the voting stock of
             the Company;

           (2)  The composition of the Board of Directors of the Company shall
             have changed such that during any period of two consecutive years
             during the term of this Agreement, the persons who at the beginning
             of such period were members of the Board of Directors, unless the
             nomination or election of each director who was not a director at
             the beginning of such period was approved in advance by directors
             representing not less than two-thirds of the directors then in
             office who were directors at the beginning of the period; or

           (3)  The Company shall be merged or consolidated with or its assets
             purchased by another corporation and as a result of such merger,
             consolidation or sale of assets, less than a majority of the
             outstanding voting stock of the surviving, resulting or purchasing
             corporation is owned, immediately after the transaction, by the
             holders of the voting stock of the Company outstanding immediately
             before the transaction.

    (c)  For purposes of Paragraph 2(b)(1) above, a person shall be deemed to be
         the beneficial owner of any shares which he or any of his affiliates or
         associates (i) owns, directly or indirectly, (ii) has the right to
         acquire, or (iii) has the right to vote or direct the voting thereof
         pursuant to any agreement, arrangement or understanding.

 
3.  Discharge for Cause

    (a)  The Company may at any time following a Change in Control discharge
         Executive for Cause, in which event Executive shall not be entitled to
         receive the severance benefits specified in Paragraph 6 below.

    (b)  For purposes of this Agreement, the Company shall have Cause to
         discharge Executive only under the following circumstances:

         (i)  Executive shall have committed an act of dishonesty constituting a
              felony and resulting or intending to result directly or indirectly
              in gain or personal enrichment at the expense of the Company; or

         (ii) Executive shall have deliberately and intentionally refused (for
              reasons other than incapacity due to accident or physical or
              mental illness) to perform his duties to the Company for a period
              of 30 consecutive days following the receipt by him of written
              notice from the Company setting forth in detail the facts upon
              which the Company relies in concluding that Executive has
              deliberately and intentionally refused to perform such duties.

4.  Discharge for Disability

    (a)  The Company may at any time following a Change in Control discharge
         Executive for Disability as provided in this Paragraph 4, in which
         event Executive shall not be entitled to receive the severance benefits
         specified in Paragraph 6 below.

    (b)  For purposes of this Agreement, the Company may discharge Executive for
         Disability only under the following circumstances:

         (i)  Executive shall have been unable, for reasons of incapacity due to
              accident or physical or mental illness, for a period of six
              consecutive months to perform his duties to the Company.

         (ii) The Company, following the expiration of such period of six
              consecutive months, shall have to give Executive 30 days written
              notice of its intention to discharge him for disability and he
              shall not within that 30 day period have returned to the
              performance of his duties to the Company on a full-time basis; and

         (iii)The Company shall provide or cause to be provided to Executive
              short-term and long-term disability benefits and fringe benefits
              not less generous than the following: (A) Executive shall receive
              each month for six months following the date of his discharge for
              Disability his full month salary (as in effect immediately before
              his discharge for Disability); (B) Executive shall receive each
              month thereafter 60 percent of his monthly salary (as in effect
              immediately before his discharge for Disability) until his death
              or until December 31 of the calendar year in which he attains age
              65, whichever shall first occur; and (c) Executive shall receive
              those fringe benefits customarily provided by the Company to
              disabled former employees, which benefits shall include, 

 
              but shall not be limited to, life, medical, health, accident and
              disability insurance and a survivor's income benefit.

    (c)  In the event that Executive shall at any time cease to be disabled
         following his discharge for Disability, the Company shall do one of the
         following:

         (i)  Reappoint Executive to his position with the Company, with full
              salary and benefits, as they existed immediately before his
              discharge for Disability, in which case this Agreement shall
              remain in full force and effect as though Executive had never been
              so discharged; or

         (ii) Treat Executive as though he has been discharged for reasons other
              than Cause or Disability, in which case Executive shall be
              entitled to receive the severance benefits specified in Paragraph
              6 below.

    (d)  In the event that Executive shall disagree with a determination on the
         part of the Company that he is disabled or in the event that the
         Company shall disagree with a determination on the part of Executive
         that he is no longer disabled, the matter shall be submitted to an
         impartial and reputable medical doctor to be selected by mutual
         agreement of the parties. In the event that Executive and the Company
         are unable to agree, the matter shall be submitted to an impartial and
         reputable medical doctor to be selected, upon petition by either party,
         by the Lancaster County Court of Common Pleas.

5.  Resignation for Good Reasons

    (a)  Executive may at any time following a Change in Control resign from the
         Company for Good Reason, in which event Executive shall be entitled to
         receive the severance benefits specified in Paragraph 6 below.

    (b)  For purposes of this Agreement, Executive shall have Good Reason to
         resign under the following circumstances:

            (i)  The Company, without Executive's prior written consent, shall
                 have changed or attempted to change in any significant respect
                 the authority, duties, compensation, benefits or other terms or
                 conditions of Executive's employment; or

            (ii) Executive shall have determined in good faith and in his sole
                 and absolute discretion that he is unable to work harmoniously
                 and effectively with the new management of the Company or that
                 he is otherwise unable effectively to carry out his duties and
                 discharge his responsibilities to the Company.

6.  Severance Benefits

      The severance benefits to be provided to Executive by the Company under
this Agreement are as follows:

    (a)  Salary Continuation: The Company shall pay to Executive each month
         -------------------
         during the Severance Benefit Period an amount equal to one-twelfth of
         his base annual salary. 

 
         Executive's base annual salary shall be deemed to be an amount equal to
         twenty percent (20%) of the aggregate salary paid to Executive by or on
         behalf of the Company and the Bank during the most recent five (5)
         taxable years ending before the Change of Control shall occur. The
         payment to be made in respect of each month shall be made on or before
         the 15th day of the next following month. In the event that the
         Severance Benefit Period begins or ends on other than, respectively,
         the first or last day of a calendar month, the payment to be made in
         respect of that month shall be prorated accordingly. It is understood
         that the Company shall withhold from each monthly payment such amounts
         as may be required under any applicable federal, state or local income
         tax law.

    (b)  Fringe Benefits:  The Company shall at its expense provide to Executive
         ---------------                                                        
         throughout Severance Benefit Period life, medical, health, accident and
         disability insurance and a survivor's income benefit in form, substance
         and amount which is in each case substantially equivalent to that
         provided to him immediately before the Change in Control or immediately
         before the commencement of the Severance Benefit Period, whichever
         Executive shall in each case select.

7.  Severance Benefit Period

         The Severance Benefit Period shall commence upon the effective date of
Executive's discharge (for reasons other than Cause or Disability) or
resignation (for Good Reason) and shall terminate upon the first to occur of the
following events:

    (a)  The expiration of 36 months following the effective date of Executive's
         discharge or resignation;

    (b)  The expiration of the calendar year in which Executive attains age 65;

    (c)  Executive's death; or

    (d)  The election of Executive to terminate the Severance Benefit period
         pursuant to Paragraph 8(b) below.

8.  Covenant Not To Compete

    (a)  Executive agrees that he will not without the prior written consent of
         the Company at any time during the Severance Benefit Period become an
         officer, director, or employee of or consultant to any bank, bank
         holding company or other financial services institution.

    (b)  Executive may elect at any time to terminate the Severance Benefit
         Period by delivering written notice to the Company in which event the
         covenant not to compete set forth in Paragraph 8(a) above shall expire
         and have no further force or effect.

    (c)  In the event of any breach by Executive of the covenant not to compete
         set forth in Paragraph 8(a) above, the parties agree that the exclusive
         remedy of the Company shall be to obtain an injunction, order for
         specific performance, or other form of equitable relief from a court of
         competent jurisdiction and that the Company shall not under any

 
         circumstances be entitled to recover monetary damages from Executive by
         reason of any such breach.

9.  Mitigation and Setoff

    (a)  Executive shall not be required to mitigate the amount of any payment
         or benefit provided for in Paragraph 6 above by seeking employment or
         otherwise and the Company shall not be entitled to setoff against the
         amount of any payment or benefit provided for in Paragraph 6 above any
         amounts earned by Executive in other employment during the Severance
         Benefit Period.

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

10.  Attorneys' Fees and Related Expenses

         All attorneys' fees and related expenses incurred by Executive in
connection with or relating to enforcement by him of his rights under this
Agreement shall be paid for in full by the Company.

11.  Successors and Parties in Interest

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

     (b) This Agreement is binding upon and shall inure to the benefit of
         Executive, his heirs and personal representatives.

12.  Rights under Other Plans

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

13.  Termination

         This Agreement may not be terminated except by mutual consent of the
parties, as evidenced by a written instrument duly executed by the Company and
by Executive.

 
14.  Notices

     All notices and other communications required to be given hereunder shall
be in writing and shall be deemed to have been given or made when hand delivered
or when mailed, certified mail, return receipt requested, to the Company or to
Executive, as the case may be, at their respective addresses set forth above.

15.  Severability

     In the event that any provision of this Agreement shall be held to be
invalid or unenforceably by any court of competent jurisdiction, such provision
shall be deemed severable from the remainder of the Agreement and such holding
shall not invalidate or render unenforceable any other provision of this
Agreement.  It is the intention of the parties hereto that Executive shall
receive the maximum severance benefits under this Severance Agreement which
Executive may receive without any payment of such benefits being classified as
an "excess parachute payment" (as defined in Section 280G of the Internal
Revenue Code) and to the extent that payment of such benefits hereunder would be
classified as an "excess parachute payment," such payment shall be automatically
reduced to the maximum amount which would not be classified as an "excess
parachute payment."


16.  Governing Law, Jurisdiction and Venue

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

17.  Entire Agreement

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

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

ATTEST:                              FULTON FINANCIAL CORPORATION


By: /s/ Kenneth E. Shenenberger      By: /s/  Robert D. Garner
    ---------------------------          ------------------------------
        Title: Secretary                      Title: Chairman

 
(CORPORATE SEAL)


WITNESS:

/s/ Kenneth E. Shenenberger        /s/ Richard J. Ashby, Jr.
- ---------------------------        -------------------------                  
                                   RICHARD J. ASHBY, JR.

 
                              SEVERANCE AGREEMENT

     MADE as of this 19/th/ day of November, 1992 by and between Fulton
Financial Corporation, a Pennsylvania corporation with offices at One Penn
Square, P.O. 4887, Lancaster, Pennsylvania 17604 (the Company) and Charles J.
Nugent, an adult individual who resides at 313 Box Elder Drive, West Chester,
Pennsylvania 19380 (Executive).

                                  Background

     Executive has been appointed Executive Vice President and Chief Financial
Officer of the Company, a Pennsylvania bank holding company, and is an integral
part of the management team of the Company.

     As a result of changes in federal and state banking laws, there has been a
dramatic increase in the number of mergers and other acquisitions of
Pennsylvania bank and bank holding companies.  While the Company remains firmly
committed to its policy of remaining a strong, independent regional bank holding
company, it recognizes that it might nevertheless be acquired as a result of an
unsolicited takeover attempt or in a negotiated transaction.  Executive will
play a critical role in any such acquisition, as it falls principally upon him
and the other members of Management vigorously and aggressively to represent and
to protect the interests of the shareholders of the Company.

     The Company believes that Executive should not be forced to sacrifice his
future financial security in order to fulfill his responsibilities to the
shareholders.  The Board of Directors of the Company has carefully considered
this problem and has determined that it should be addressed.  Specifically, the
Board of Directors has concluded that basic financial protection should be
provided to Executive in the form of certain limited severance benefits payable
in the event that he is discharged or resigns following, and for reasons
relating to a change in control of the Company.

     The purpose of this Agreement is to define these severance benefits and to
specify the conditions under which they are to be paid.  This Agreement is not
intended to affect the terms of Executive's employment in the absence of a
change in control of the Company.  Accordingly, although this Agreement will
take effect upon execution as a binding legal obligation of the Company, it will
become operative only upon a change in control of the Company as that concept is
defined below.

                                  WITNESSETH:

     NOW, THEREFORE, in consideration of Executive's continuing service to the
Company and of the mutual covenants and undertakings hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:

 
1.   Undertaking of the Company

          The Company shall provide to Executive the severance benefits
specified in Paragraph 6 below in the event that any time within 36 months
following a Change in Control of the Company:

     (a)  Executive is discharged by the Company, other than for Cause pursuant
          to Paragraph 3 below or for Disability pursuant to Paragraph 4 below;
          or

     (b)  Executive resigns from the Company for Good Reason pursuant to
          Paragraph 5 below.

2.   Change in Control

     (a)  For purposes of this Agreement, a Change in Control of the Company
          shall mean a change in control of the kind that would be required to
          be reported in response to Item 1 of Securities and Exchange
          Commission Form 8-K promulgated under the Securities Exchange Act of
          1934 and as in effect on the date hereof.

     (b)  Without limitation of the foregoing, a Change in Control of the
          Company shall be deemed to have occurred upon the occurrence of any of
          the following events:

          (1)  Any person or group of persons acting in concert, shall have
               acquired, directly or indirectly, beneficial ownership of 20
               percent or more of the outstanding shares of the voting stock of
               the Company;

          (2)  The composition of the Board of Directors of the Company shall
               have changed such that during any period of two consecutive years
               during the term of this Agreement, the persons who at the
               beginning of such period were members of the Board of Directors,
               unless the nomination or election of each director who was not a
               director at the beginning of such period was approved in advance
               by directors representing not less than two-thirds of the
               directors then in office who were directors at the beginning of
               the period; or

          (3)  The Company shall be merged or consolidated with or its assets
               purchased by another corporation and as a result of such merger,
               consolidation or sale of assets, less than a majority of the
               outstanding voting stock of the surviving, resulting or
               purchasing corporation is owned, immediately after the
               transaction, by the holders of the voting stock of the Company
               outstanding immediately before the transaction.

     (c)  For purposes of Paragraph 2(b)(1) above, a person shall be deemed to
          be the beneficial owner of any shares which he or any of his
          affiliates or associates (i) owns, directly or indirectly, (ii) has
          the right to acquire, or (iii) has the right to vote or direct the
          voting thereof pursuant to any agreement, arrangement or
          understanding.

 
3.   Discharge for Cause

     (a)  The Company may at any time following a Change in Control discharge
          Executive for Cause, in which event Executive shall not be entitled to
          receive the severance benefits specified in Paragraph 6 below.

     (b)  For purposes of this Agreement, the Company shall have Cause to
          discharge Executive only under the following circumstances:

          (i)  Executive shall have committed an act of dishonesty constituting
               a felony and resulting or intending to result directly or
               indirectly in gain or personal enrichment at the expense of the
               Company; or

          (ii) Executive shall have deliberately and intentionally refused (for
               reasons other than incapacity due to accident or physical or
               mental illness) to perform his duties to the Company for a period
               of 30 consecutive days following the receipt by him of written
               notice from the Company setting forth in detail the facts upon
               which the Company relies in concluding that Executive has
               deliberately and intentionally refused to perform such duties.

4.   Discharge for Disability

     (a)  The Company may at any time following a Change in Control discharge
          Executive for Disability as provided in this Paragraph 4, in which
          event Executive shall not be entitled to receive the severance
          benefits specified in Paragraph 6 below.

     (b)  For purposes of this Agreement, the Company may discharge Executive
          for Disability only under the following circumstances:

          (i)    Executive shall have been unable, for reasons of incapacity due
                 to accident or physical or mental illness, for a period of six
                 consecutive months to perform his duties to the Company.

          (ii)   The Company, following the expiration of such period of six
                 consecutive months, shall have to give Executive 30 days
                 written notice of its intention to discharge him for disability
                 and he shall not within that 30 day period have returned to the
                 performance of his duties to the Company on a full-time basis;
                 and

          (iii)  The Company shall provide or cause to be provided to Executive
                 short-term and long-term disability benefits and fringe
                 benefits not less generous than the following: (A) Executive
                 shall receive each month for six months following the date of
                 his discharge for Disability his full month salary (as in
                 effect immediately before his discharge for Disability); (B)
                 Executive shall receive each month thereafter 60 percent of his
                 monthly salary (as in effect immediately before his discharge
                 for Disability) until his death or until December 31 of the
                 calendar year in which he attains age 65, whichever shall first
                 occur; and (c) Executive shall receive those fringe benefits
                 customarily provided by the Company to disabled former
                 employees, which benefits shall include,

 
               but shall not be limited to, life, medical, health, accident and
               disability insurance and a survivor's income benefit.

     (c)  In the event that Executive shall at any time cease to be disabled
          following his discharge for Disability, the Company shall do one of
          the following:

          (i)  Reappoint Executive to his position with the Company, with full
               salary and benefits, as they existed immediately before his
               discharge for Disability, in which case this Agreement shall
               remain in full force and effect as though Executive had never
               been so discharged; or

          (ii) Treat Executive as though he has been discharged for reasons
               other than Cause or Disability, in which case Executive shall be
               entitled to receive the severance benefits specified in Paragraph
               6 below.

     (d)  In the event that Executive shall disagree with a determination on the
          part of the Company that he is disabled or in the event that the
          Company shall disagree with a determination on the part of Executive
          that he is no longer disabled, the matter shall be submitted to an
          impartial and reputable medical doctor to be selected by mutual
          agreement of the parties. In the event that Executive and the Company
          are unable to agree, the matter shall be submitted to an impartial and
          reputable medical doctor to be selected, upon petition by either
          party, by the Lancaster County Court of Common Pleas.

5.   Resignation for Good Reasons

     (a)  Executive may at any time following a Change in Control resign from
          the Company for Good Reason, in which event Executive shall be
          entitled to receive the severance benefits specified in Paragraph 6
          below.

     (b)  For purposes of this Agreement, Executive shall have Good Reason to
          resign under the following circumstances:

          (i)  The Company, without Executive's prior written consent, shall
               have changed or attempted to change in any significant respect
               the authority, duties, compensation, benefits or other terms or
               conditions of Executive's employment; or

          (ii) Executive shall have determined in good faith and in his sole and
               absolute discretion that he is unable to work harmoniously and
               effectively with the new management of the Company or that he is
               otherwise unable effectively to carry out his duties and
               discharge his responsibilities to the Company.

6.   Severance Benefits

     The severance benefits to be provided to Executive by the Company under
this Agreement are as follows:

     (a)  Salary Continuation:  The Company shall pay to Executive each month 
          -------------------   
          during the Severance Benefit Period an amount equal to one-twelfth of
          his base annual salary.

 
          Executive's base annual salary shall be deemed to be an amount equal
          to twenty percent (20%) of the aggregate salary paid to Executive by
          or on behalf of the Company and the Bank during the most recent five
          (5) taxable years ending before the Change of Control shall occur. The
          payment to be made in respect of each month shall be made on or before
          the 15/th/ day of the next following month. In the event that the
          Severance Benefit Period begins or ends on other than, respectively,
          the first or last day of a calendar month, the payment to be made in
          respect of that month shall be prorated accordingly. It is understood
          that the Company shall withhold from each monthly payment such amounts
          as may be required under any applicable federal, state or local income
          tax law.

     (b)  Fringe Benefits:  The Company shall at its expense provide to 
          ---------------        
          Executive throughout Severance Benefit Period life, medical, health,
          accident and disability insurance and a survivor's income benefit in
          form, substance and amount which is in each case substantially
          equivalent to that provided to him immediately before the Change in
          Control or immediately before the commencement of the Severance
          Benefit Period, whichever Executive shall in each case select.

7.   Severance Benefit Period

     The Severance Benefit Period shall commence upon the effective date of
Executive's discharge (for reasons other than Cause or Disability) or
resignation (for Good Reason) and shall terminate upon the first to occur of the
following events:

     (a)  The expiration of 36 months following the effective date of
          Executive's discharge or resignation;

     (b)  The expiration of the calendar year in which Executive attains age 65;

     (c)  Executive's death; or

     (d)  The election of Executive to terminate the Severance Benefit period
          pursuant to Paragraph 8(b) below.

8.   Covenant Not To Compete

     (a)  Executive agrees that he will not without the prior written consent of
          the Company at any time during the Severance Benefit Period become an
          officer, director, or employee of or consultant to any bank, bank
          holding company or other financial services institution.

     (b)  Executive may elect at any time to terminate the Severance Benefit
          Period by delivering written notice to the Company in which event the
          covenant not to compete set forth in Paragraph 8(a) above shall expire
          and have no further force or effect.

     (c)  In the event of any breach by Executive of the covenant not to compete
          set forth in Paragraph 8(a) above, the parties agree that the
          exclusive remedy of the Company shall be to obtain an injunction,
          order for specific performance, or other form of equitable relief from
          a court of competent jurisdiction and that the Company shall not under
          any

 
          circumstances be entitled to recover monetary damages from Executive
          by reason of any such breach.

9.   Mitigation and Setoff

     (a)  Executive shall not be required to mitigate the amount of any payment
          or benefit provided for in Paragraph 6 above by seeking employment or
          otherwise and the Company shall not be entitled to setoff against the
          amount of any payment or benefit provided for in Paragraph 6 above any
          amounts earned by Executive in other employment during the Severance
          Benefit Period.

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

10.  Attorneys' Fees and Related Expenses

          All attorneys' fees and related expenses incurred by Executive in
connection with or relating to enforcement by him of his rights under this
Agreement shall be paid for in full by the Company.

11.  Successors and Parties in Interest

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

     (b)  This Agreement is binding upon and shall inure to the benefit of
          Executive, his heirs and personal representatives.

12.  Rights under Other Plans

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

13.  Termination

          This Agreement may not be terminated except by mutual consent of the
parties, as evidenced by a written instrument duly executed by the Company and
by Executive.

 
14.  Notices

          All notices and other communications required to be given hereunder
shall be in writing and shall be deemed to have been given or made when hand
delivered or when mailed, certified mail, return receipt requested, to the
Company or to Executive, as the case may be, at their respective addresses set
forth above.

15.  Severability

          In the event that any provision of this Agreement shall be held to be
invalid or unenforceably by any court of competent jurisdiction, such provision
shall be deemed severable from the remainder of the Agreement and such holding
shall not invalidate or render unenforceable any other provision of this
Agreement.  It is the intention of the parties hereto that Executive shall
receive the maximum severance benefits under this Severance Agreement which
Executive may receive without any payment of such benefits being classified as
an "excess parachute payment" (as defined in Section 280G of the Internal
Revenue Code) and to the extent that payment of such benefits hereunder would be
classified as an "excess parachute payment," such payment shall be automatically
reduced to the maximum amount which would not be classified as an "excess
parachute payment."

16.  Governing Law, Jurisdiction and Venue

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

17.  Entire Agreement

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

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

ATTEST:                                     FULTON FINANCIAL CORPORATION


By: /s/ Kenneth E. Shenenberger             By: /s/ Robert D. Garner
    ------------------------------              --------------------------------
        Title: Secretary                            Title: Chairman

 
(CORPORATE SEAL)


WITNESS:

/s/ Kathy L. Patterson                      /s/ Charles J. Nugent
- ----------------------------------          ------------------------------------
                                            CHARLES J. NUGENT


                              SEVERANCE AGREEMENT
 
     MADE as of this 17/th/ day of April, 1984, by and between Fulton Financial
Corporation, a Pennsylvania corporation with offices at One Penn Square, P.O.
4887, Lancaster, Pennsylvania 17604 (the Company) and Rufus A. Fulton, Jr., an
adult individual who resides at 700 Buttonwood Farm Road, Millersville,
Pennsylvania 17551 (Executive).

                                  Background

     Executive is Executive Vice President of the Company, a Pennsylvania bank
holding company, and an Executive Vice President of Fulton Bank, the principal
subsidiary and flagship bank of the Company.  As one of the four members of
Senior Management of the Company, Executive is an integral part of its
management team.

     As a result of changes in federal and state banking laws, there has been a
dramatic increase in the number of mergers and other acquisitions of
Pennsylvania bank and bank holding companies.  While the Company remains firmly
committed to its policy of remaining a strong, independent regional bank holding
company, it recognizes that it might nevertheless be acquired as a result of an
unsolicited takeover attempt or in a negotiated transaction.  Executive will
play a critical role in any such acquisition, as it falls principally upon him
and the other members of Senior Management vigorously and aggressively to
represent and to protect the interests of the shareholders of the Company.

     The Company believes that Executive should not be forced to sacrifice his
future financial security in order to fulfill his responsibilities to the
shareholders.  The Board of Directors of the Company has carefully considered
this problem and has determined that it should be addressed.  Specifically, the
Board of Directors has concluded that basic financial protection should be
provided to Executive in the form of certain limited severance benefits payable
in the event that he is discharged or resigns following, and for reasons
relating to a change in control of the Company.

     The purpose of this Agreement is to define these severance benefits and to
specify the conditions under which they are to be paid.  This Agreement is not
intended to affect the terms of Executive's employment in the absence of a
change in control of the Company.  Accordingly, although this Agreement will
take effect upon execution as a binding legal obligation of the Company, it will
become operative only upon a change in control of the Company as that concept is
defined below.

                                  WITNESSETH:

     NOW, THEREFORE, in consideration of Executive's continuing service to the
Company and of the mutual covenants and undertakings hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:

 
1.  Undertaking of the Company

       The Company shall provide to Executive the severance benefits specified
in Paragraph 6 below in the event that any time within 60 months following a
Change in Control of the Company:

   (a)  Executive is discharged by the Company, other than for Cause pursuant to
        Paragraph 3 below or for Disability pursuant to Paragraph 4 below; or

   (b)  Executive resigns from the Company for Good Reason pursuant to Paragraph
        5 below.

2.  Change in Control

   (a)  For purposes of this Agreement, a Change in Control of the Company shall
        mean a change in control of the kind that would be required to be
        reported in response to Item 1 of Securities and Exchange Commission
        Form 8-K promulgated under the Securities Exchange Act of 1934 and as in
        effect on the date hereof.

   (b)  Without limitation of the foregoing, a Change in Control of the Company
        shall be deemed to have occurred upon the occurrence of any of the
        following events:

          (1)  Any person or group of persons acting in concert, shall have
               acquired, directly or indirectly, beneficial ownership of 20
               percent or more of the outstanding shares of the voting stock of
               the Company;

          (2)  The composition of the Board of Directors of the Company shall
               have changed such that during any period of two consecutive years
               during the term of this Agreement, the persons who at the
               beginning of such period were members of the Board of Directors,
               unless the nomination or election of each director who was not a
               director at the beginning of such period was approved in advance
               by directors representing not less than two-thirds of the
               directors then in office who were directors at the beginning of
               the period; or
      
          (3)  The Company shall be merged or consolidated with or its assets
               purchased by another corporation and as a result of such merger,
               consolidation or sale of assets, less than a majority of the
               outstanding voting stock of the surviving, resulting or
               purchasing corporation is owned, immediately after the
               transaction, by the holders of the voting stock of the Company
               outstanding immediately before the transaction.

(c)  For purposes of Paragraph 2(b)(1) above, a person shall be deemed to be the
     beneficial owner of any shares which he or any of his affiliates or
     associates (i) owns, directly or indirectly, (ii) has the right to acquire,
     or (iii) has the right to vote or direct the voting thereof pursuant to any
     agreement, arrangement or understanding.

 
3.  Discharge for Cause

    (a)  The Company may at any time following a Change in Control discharge
         Executive for Cause, in which event Executive shall not be entitled to
         receive the severance benefits specified in Paragraph 6 below.
  
    (b)  For purposes of this Agreement, the Company shall have Cause to
         discharge Executive only under the following circumstances:

         (i)    Executive shall have committed an act of dishonesty constituting
                a felony and resulting or intending to result directly or
                indirectly in gain or personal enrichment at the expense of the
                Company; or

         (ii)   Executive shall have deliberately and intentionally refused (for
                reasons other than incapacity due to accident or physical or
                mental illness) to perform his duties to the Company for a
                period of 30 consecutive days following the receipt by him of
                written notice from the Company setting forth in detail the
                facts upon which the Company relies in concluding that Executive
                has deliberately and intentionally refused to perform such
                duties.

4.  Discharge for Disability

    (a)  The Company may at any time following a Change in Control discharge
         Executive for Disability as provided in this Paragraph 4, in which
         event Executive shall not be entitled to receive the severance benefits
         specified in Paragraph 6 below.

    (b)  For purposes of this Agreement, the Company may discharge Executive for
         Disability only under the following circumstances:

         (i)    Executive shall have been unable, for reasons of incapacity due
                to accident or physical or mental illness, for a period of six
                consecutive months to perform his duties to the Company.

         (ii)   The Company, following the expiration of such period of six
                consecutive months, shall have to give Executive 30 days written
                notice of its intention to discharge him for disability and he
                shall not within that 30 day period have returned to the
                performance of his duties to the Company on a full-time basis;
                and

         (iii)  The Company shall provide or cause to be provided to Executive
                short-term and long-term disability benefits and fringe benefits
                not less generous than the following: (A) Executive shall
                receive each month for six months following the date of his
                discharge for Disability his full month salary (as in effect
                immediately before his discharge for Disability); (B) Executive
                shall receive each month thereafter 60 percent of his monthly
                salary (as in effect immediately before his discharge for
                Disability) until his death or until December 31 of the calendar
                year in which he attains age 65, whichever 

 
                shall first occur; and (c) Executive shall receive those fringe
                benefits customarily provided by the Company to disabled former
                employees, which benefits shall include, but shall not be
                limited to, life, medical, health, accident and disability
                insurance and a survivor's income benefit.

(c)  In the event that Executive shall at any time cease to be disabled
     following his discharge for Disability, the Company shall do one of the
     following:

     (i)  Reappoint Executive to his position with the Company, with full salary
          and benefits, as they existed immediately before his discharge for
          Disability, in which case this Agreement shall remain in full force
          and effect as though Executive had never been so discharged; or

     (ii) Treat Executive as though he has been discharged for reasons other
          than Cause or Disability, in which case Executive shall be entitled to
          receive the severance benefits specified in Paragraph 6 below.

(d)  In the event that Executive shall disagree with a determination on the part
     of the Company that he is disabled or in the event that the Company shall
     disagree with a determination on the part of Executive that he is no longer
     disabled, the matter shall be submitted to an impartial and reputable
     medical doctor to be selected by mutual agreement of the parties.  In the
     event that Executive and the Company are unable to agree, the matter shall
     be submitted to an impartial and reputable medical doctor to be selected,
     upon petition by either party, by the Lancaster County Court of Common
     Pleas.

5.  Resignation for Good Reasons

    (a)  Executive may at any time following a Change in Control resign from the
         Company for Good Reason, in which event Executive shall be entitled to
         receive the severance benefits specified in Paragraph 6 below.
 
    (b)  For purposes of this Agreement, Executive shall have Good Reason to
         resign under the following circumstances:

          (i)  The Company, without Executive's prior written consent, shall
               have changed or attempted to change in any significant respect
               the authority, duties, compensation, benefits or other terms or
               conditions of Executive's employment; or

          (ii) Executive shall have determined in good faith and in his sole and
               absolute discretion that he is unable to work harmoniously and
               effectively with the new management of the Company or that he is
               otherwise unable effectively to carry out his duties and
               discharge his responsibilities to the Company.

 
6.  Severance Benefits

     The severance benefits to be provided to Executive by the Company under
this Agreement are as follows:

 (a) Salary Continuation:  The Company shall pay to Executive each month during
     -------------------                                                       
     the Severance Benefit Period an amount equal to one-twelfth of his base
     annual salary as in effect immediately before the Change in Control or
     immediately before the commencement of the Severance Benefit Period, which
     ever is greater.  The payment to be made in respect of each month shall be
     made on or before the 15th day of the next following month.  In the event
     that the Severance Benefit Period begins or ends on other than,
     respectively, the first or last day of a calendar month, the payment to be
     made in respect of that month shall be prorated accordingly.  It is
     understood that the Company shall withhold from each monthly payment such
     amounts as may be required under any applicable federal, state or local
     income tax law.

 (b) Fringe Benefits:  The Company shall at its expense provide to Executive
     ---------------                                                        
     throughout Severance Benefit Period life, medical, health, accident and
     disability insurance and a survivor's income benefit in form, substance and
     amount which is in each case substantially equivalent to that provided to
     him immediately before the Change in Control or immediately before the
     commencement of the Severance Benefit Period, whichever Executive shall in
     each case select.

 (c) Supplemental Retirement Benefit:  The Company shall pay to Executive (or to
     -------------------------------                                            
     his estate in the event of his death) in cash on or before the 30th day
     following termination of the Severance Benefit Period, an amount equal to
     15 percent of the salary continuation payments (before any applicable
     withholding) made to Executive pursuant to Paragraph 6(a) above, plus
     interest on such amounts compounded annually and credited from the date of
     each monthly payment at a rate which is equal to the average discount rate
     on 90 day Treasury Bills issued during the immediately preceding calendar
     quarter, which rate shall be adjusted quarterly on the first day of each
     calendar quarter.

7.   Severance Benefit Period

  The Severance Benefit Period shall commence upon the effective date of
Executive's discharge (for reasons other than Cause or Disability) or
resignation (for Good Reason) and shall terminate upon the first to occur of the
following events:

 
    (a)  The expiration of 60 months following the effective date of Executive's
         discharge or resignation;

    (b)  The expiration of the calendar year in which Executive attains age 65;

    (c)  Executive's death; or
  
    (d)  The election of Executive to terminate the Severance Benefit period
         pursuant to Paragraph 8(b) below.

8.  Covenant Not To Compete

    (a)  Executive agrees that he will not without the prior written consent of
         the Company at any time during the Severance Benefit Period become an
         officer, director, or employee of or consultant to any bank, bank
         holding company or other financial services institution.

    (b)  Executive may elect at any time to terminate the Severance Benefit
         Period by delivering written notice to the Company in which event the
         covenant not to compete set forth in Paragraph 8(a) above shall expire
         and have no further force or effect.

    (c)  In the event of any breach by Executive of the covenant not to compete
         set forth in Paragraph 8(a) above, the parties agree that the exclusive
         remedy of the Company shall be to obtain an injunction, order for
         specific performance, or other form of equitable relief from a court of
         competent jurisdiction and that the Company shall not under any
         circumstances be entitled to recover monetary damages from Executive by
         reason of any such breach.

9.  Mitigation and Setoff

    (a)  Executive shall not be required to mitigate the amount of any payment
         or benefit provided for in Paragraph 6 above by seeking employment or
         otherwise and the Company shall not be entitled to setoff against the
         amount of any payment or benefit provided for in Paragraph 6 above any
         amounts earned by Executive in other employment during the Severance
         Benefit Period.

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

10. Attorneys' Fees and Related Expenses

         All attorneys' fees and related expenses incurred by Executive in
connection with or relating to enforcement by him of his rights under this
Agreement shall be paid for in full by the Company.

 
11.  Successors and Parties in Interest

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

     (b)  This Agreement is binding upon and shall inure to the benefit of
          Executive, his heirs and personal representatives.

12.  Rights under Other Plans

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

13.  Termination

     This Agreement may not be terminated except by mutual consent of the
parties, as evidenced by a written instrument duly executed by the Company and
by Executive.

14.  Notices

     All notices and other communications required to be given hereunder shall
be in writing and shall be deemed to have been given or made when hand delivered
or when mailed, certified mail, return receipt requested, to the Company or to
Executive, as the case may be, at their respective addresses set forth above.

15.  Severability

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

16.  Governing Law, Jurisdiction and Venue

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

 
17.  Entire Agreement

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

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

ATTEST:                                        FULTON FINANCIAL CORPORATION


By: /s/ Kenneth E. Shenenberger                By: /s/  Robert D. Garner
    _____________________________                  _________________________
        Title: Secretary                                Title: Chairman


(CORPORATE SEAL)


WITNESS:

/s/ Kenneth E. Shenenberger                    /s/ Rufus A. Fulton, Jr.
_________________________________              _____________________________
                                               RUFUS A. FULTON, JR.