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                                                                    EXHIBIT 10.9

                          DEATH BENEFIT ONLY AGREEMENT

     THIS DEATH BENEFIT ONLY AGREEMENT (the "Agreement"), made and entered into
as of the ____________ day of ________________, by and among Fulton Financial
Corporation and its wholly owned subsidiary FFC Management, Inc. (hereafter
jointly or severally the "Company") and ____________________ (the "Executive").

     WHEREAS, the Executive is a key employee of the Company and/or its
subsidiaries or affiliates, and the Company wishes to retain the Executive in
its employ and the employ of its subsidiaries and affiliates;

     WHEREAS, as an inducement to continued employment, the Company wishes to
assist the Executive with additional financial protection in the event of the
Executive's death;

     NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                    BENEFITS

Should the Executive die while this Agreement is in effect, the Company shall
pay the Executive's beneficiary a death benefit in an amount, if any, determined
in accordance with the following provisions:

     (A)  If the Executive is actively employed at the time of his death, the
          benefit payable upon the Executive's death shall be an amount such
          that after the assessment of individual income taxes at all taxation
          levels to which this benefit is subject (assuming the highest marginal
          tax rate at each level of taxation in effect at the time of the
          Executive's death) the amount remaining shall be equal to the product
          of the Benefit Factor and the Executive's base salary. Executive's
          base salary shall be at the annual rate in effect on his date of
          death.

     (B)  On or after the effective date of the Executive's termination of
          employment by reason of Retirement, the benefit payable upon the
          Executive's death shall be equal to $_________.


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     (C)  On or after the effective date of the Executive's termination of
          employment by reason of Disability, the benefit payable upon the
          Executive's death shall be equal the amount as calculated in section A
          of Article I. until the Executive reaches age 65, at which time the
          Executive will be considered retired for purposes of this Agreement.
          Executive's base salary shall be at the annual rate in effect at the
          time of the Executive's termination for reason of Disability.

     (D)  Except as otherwise provided in this Article 1(B) or (C), no benefit
          shall be payable under this Agreement on or after the effective date
          of the Executive's termination of employment unless such termination
          has occurred within 12 months of a Change in Control for reasons other
          then Cause. If termination occurs within 12 months of Change in
          Control for reason other then Cause, this Agreement and the benefits
          due hereunder will remain in full force.

     A benefit payable under this Article I shall be paid in a single lump sum
to the Executive's beneficiary as soon as practicable after the Company receives
written notice, in a form and manner acceptable to the Company, of the
Executive's death. In the event the Executive has not designated a beneficiary,
or if the Executive's designated beneficiary shall have predeceased the
Executive, the benefit under this Agreement shall be paid to the Executive's
estate. The beneficiary shall be designated on a form designated by the Company
for such purpose. The Executive may at any time and from time to time while this
Agreement is in effect change his beneficiary by executing and delivering to the
Company a new beneficiary designation form.

                                   ARTICLE II

                              FUNDING RESTRICTIONS

     The Executive, his beneficiary, and any successor in interest to them,
shall be and remain, with respect to the obligations under this Agreement, a
general creditor of the Company in the same manner as any other general creditor
of the Company. The Company, on behalf of itself and each subsidiary and
affiliate, reserves the absolute right, in its sole discretion, through the
purchase of life insurance on the life of the Executive or otherwise, to secure
to the Company a source for the payment of the Company's obligations hereunder
and to determine the extent, nature, and method thereof from time to time,
including the right to discontinue the same at any time. Should the Company
elect to do so, in whole or in part, through the purchase of life insurance or
any other funding medium, only the Company shall have any right or interest in
any such life insurance or other funding medium, and neither the Executive nor
his or her beneficiary shall have any right or interest therein or recourse
thereto.


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                                   ARTICLE III

                                TERM OF AGREEMENT

     This Agreement is effective as of the date first written above, and shall
remain in effect for so long as the Executive remains in the employ of the
Company or one of its owned subsidiaries or affiliates. This Agreement shall
continue in effect after the Executive's termination of employment with the
Company only if such termination occurs by reason of the Executive's Disability,
Retirement, or within twelve (12) months of a Change in Control. Unless the
termination following a Change in Control is for Cause.

                                   ARTICLE IV

                                ERISA PROVISIONS

     To the extent this Agreement is deemed to constitute or comprise a part of
an "employee welfare benefit plan" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), the provisions of this
Article IV shall apply.

     A.   Named Fiduciary and Administrator.

          The named fiduciary and administrator of this Agreement shall be the
          Company. As named fiduciary and administrator, the Company shall be
          responsible for the management. control and administration of the plan
          in accordance with the provisions of this Agreement. The Company may
          delegate to others certain responsibilities hereunder, including the
          employment of advisors and the delegation of ministerial duties to
          qualified individuals.

     B.   Claims Procedure.

          If benefits under this Agreement are not paid to the Executive's
          beneficiary and such claimants feel they are entitled to receive such
          benefits, then a written claim must be made to the administrator named
          above within sixty (60) days from the date payment is refused. The
          administrator shall review the written claim and if the claim is
          denied, in whole or in part, shall provide in writing within 90 days
          of receipt of such claim the specific reasons for such denial,
          reference to the provisions of this Agreement upon which the denial is
          based, and any additional material or information necessary to perfect
          the claim. Such written notice shall further indicate the additional
          steps to be taken by claimants if a further review of the claim denial
          is desired. A claim shall be deemed denied if the administrator fails
          to take any action within the aforesaid ninety (90) day period.


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               If the claimants desire a second review, they shall notify the
          named fiduciary in writing within sixty (60) days of receiving notice
          of the first claim denial. Claimants may review the Agreement or any
          documents relating thereto and submit any written issues and comments
          they may feel appropriate. In its sole discretion, the named fiduciary
          shall then review the second claim and provide a written decision
          within sixty (60) days of receipt of such claim. This decision shall
          likewise state the specific reasons for the decision and shall include
          reference to specific provisions of the Agreement upon which the
          decision is based.

               If the claimants continue to dispute the benefit denial based
          upon completed performance of the Agreement or the meaning and effect
          of the terms and conditions thereof, then claimants may submit the
          dispute to a Board of Arbitration for final arbitration. Said Board
          shall consist of one member selected by the claimant, one member
          selected by the Company and the third member selected by the first two
          members. The Board shall operate under any generally recognized set of
          arbitration rules. The parties hereto agree that they and their heirs,
          personal representatives, successors and assigns shall be bound by the
          decision of such Board with respect to any controversy properly
          submitted to it for determination.

               Where a dispute arises as to the Company's discharge of Executive
          "for cause", such dispute shall likewise be submitted to arbitration
          as above described and the parties hereto agree to be bound by the
          decision thereunder.

                                    ARTICLE V

                                  MISCELLANEOUS

     A. Alienability and Assignment Prohibition. Neither the Executive, his
spouse, nor any other beneficiary hereunder shall have any power or right to
transfer assign, anticipate, hypothecate, mortgage, commute, modify, or
otherwise encumber in advance any of the benefits payable hereunder. nor shall
any of said benefits be subject to seizure for the payment of any debts.
judgments, alimony, or separate maintenance owed by the Executive or his
beneficiary, nor be transferable by operation of law in the event of bankruptcy
or insolvency or otherwise. In the event the Executive or any beneficiary
attempts assignment, commutation, hypothecation, transfer, or disposal of the
benefits hereunder, the Company's liabilities hereunder shall forthwith cease
and terminate.

     B. Gender and Headings. Whenever in this Agreement words are used in the
masculine or neuter gender, they shall be read and construed as in the
masculine, feminine, or neuter gender, whenever they should so apply. Headings
and subheadings in this Agreement are inserted for reference and convenience
only and shall not be deemed a part of the Agreement.


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     C. Effect on Other Company Benefit Agreements. Nothing contained in this
Agreement shall affect the right of the Executive to participate in or be
covered under any qualified or non-qualified pension, profit sharing, bonus, or
other supplemental compensation or fringe benefit plan or arrangement
constituting a part of the Company's existing or future compensation and
benefits structure. The Executive acknowledges that this Agreement replaces and
supercedes any prior agreement relating to the provision of death benefits to
the Executive, but excluding any supplemental retirement or similar arrangement
which provides the Executive with a death benefit.

     D. Amendment and Termination. This Agreement may be amended or terminated
at any time or times, in whole or in part, by the mutual written consent of the
Executive and the Company. The Company may amend this Agreement unilaterally at
any time or times, so long as no such unilateral amendment has the effect of
revoking or decreasing the amount of the death benefit payable hereunder.

     E. Applicable Law. The validity and interpretation of this Agreement shall
be governed by the laws of the State of Delaware.

     F. Definitions. The following definitions shall apply for purposes of this
Agreement:

          "Benefit Factor" shall mean 2 (two).

          "Cause" shall mean termination of the Executive's employment because
          of the Executive's personal dishonesty, willful misconduct, breach of
          fiduciary duty involving personal profit, intentional failure to
          perform stated duties, or a willful violation of any law, rule or
          regulation (other than traffic violations or similar offenses).

          "Change in Control" shall mean an event occurring:

          (i)  at such time as any "person" (as the term is used in Sections
               13(d) and 14(d) of the Securities Exchange Act of 1934, as
               amended ("Exchange Act") is or becomes the "beneficial owner" (as
               defined in Rule 13d-3 under the Exchange Act), directly or
               indirectly, of voting securities of the Company representing 25%
               or more of the outstanding voting securities of Fulton Financial
               Corporation (the "Company") or the right to acquire such
               securities, except for any voting securities purchased by any
               employee benefit plan of the Company or its subsidiaries;


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          (ii) at such time as individuals who constitute the Board of Directors
               of the Company on the date hereof (the "Incumbent Board") cease
               for any reason to constitute at least a majority thereof,
               provided that any person becoming a director subsequent to the
               date hereof whose election was approved by a vote of at least
               three-quarters of the directors constituting the Incumbent Board
               (or members who were nominated by the Incumbent Board), or whose
               nomination for election by the Company's stockholders was
               approved by a nominating committee solely composed of members
               which are Incumbent Board members (or members nominated by the
               Incumbent Board), shall be, for purposes of this clause (b),
               considered as though he or she were a member of the Incumbent
               Board;

          (iii) at such time as a reorganization, merger, consolidation, or
               similar transaction occurs or is effectuated as a result of which
               60% of shares of the common stock of the resulting entity are
               owned by persons who were not stockholders of the Company
               immediately prior to the consummation of the transaction;

          (iv) at such time as substantially all of the assets of the Company
               are sold or otherwise transferred to another Company or other
               entity that is not controlled by the Company.

          "Disability" shall mean any mental or physical condition, with respect
          to which an individual qualifies for and receives benefits under a
          long-term disability plan of the Company, or in the absence of such a
          long-term disability plan or coverage under such a plan, "Disability"
          shall mean a physical or mental condition which, in the sole
          discretion of the Company, is reasonably expected to be of indefinite
          duration and to substantially prevent the individual from fulfilling
          his duties or responsibilities to the Company.

          "Retirement" shall mean the Executive's termination of employment
          (other than for Cause) at or after attaining age 65 unless Executive
          has voluntarily chosen to retire prior to obtaining the age 65 under
          policies established and recognized by the Company pertaining to early
          retirement. If such election has been made "Retirement" shall mean the
          date upon which Executive takes early retirement

     IN WITNESS WHEREOF, the Executive and the Company, by their signatures
below, hereby acknowledge their agreement to the terms and provisions contained
herein, all effective as of the date first written above.

FFC Management, Inc.


BY:
    ---------------------------------   ----------------------------------------
    (Officer Name & Title)              (Executive)


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