FULTON FINANCIAL CORPORATION RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.2

XXXXXX FINANCIAL CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

[DATE]

[NON-EMPLOYEE DIRECTOR NAME]

[NON-EMPLOYEE DIRECTOR ADDRESS]

Dear :

Pursuant to the terms and conditions of the Xxxxxx Financial Corporation 2011 Directors’ Equity Participation Plan (the ‘Plan’), you have been granted a Restricted Stock Award for                         shares (the ‘Award’) of stock as outlined below.

Award Granted To:
Award Grant Date:
Shares Granted:
Award Price per Share:		$
Vesting Schedule:

Very Truly Yours,

R. Xxxxx Xxxxx, Jr.

Chairman, Chief Executive Officer

and President

By my signature below, I hereby acknowledge receipt of this Award which has been granted to me on the date shown above, in accordance with the terms and conditions of the Plan. I further acknowledge having received a copy of the Prospectus for the Plan and agree to conform to all of the terms and conditions of the Prospectus and the Plan.

Signature:

Date: