S-4/A

As filed with the Securities and Exchange Commission on August 3, 2005

Registration No. 333-126029

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	6720	23-2195389
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

One Penn Square

Lancaster, Pennsylvania 17602

(717) 291-2411

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:

Rufus A. Fulton, Jr.	Paul G. Mattaini
Chairman and Chief Executive Officer	Kimberly J. Decker
One Penn Square	Barley Snyder LLC
Lancaster, Pennsylvania 17602	126 East King Street
	Lancaster, Pennsylvania 17602
	(717) 299-5201

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

     Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

      If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount	Offering	Aggregate	Registration
Securities to be Registered	to be Registered	Price per Unit	Offering Price	Fee
5.35% Subordinated Notes due April 1, 2015 (Series B)	100,000,000	100%	100,000,000	11,770(1)

(1)  Previously paid.

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

OFFER TO EXCHANGE UP TO $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR 5.35% SUBORDINATED NOTES DUE APRIL 1, 2015 (SERIES B), WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF THE $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR OUTSTANDING UNREGISTERED 5.35% SUBORDINATED NOTES DUE APRIL 1, 2015 (SERIES A)

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,

EASTERN TIME ON SEPTEMBER 2, 2005, UNLESS EXTENDED.

•  We are offering to exchange $100,000,000 aggregate principal amount of our 5.35% Subordinated Notes due April 1, 2015 (Series B), which are referred to in this prospectus as the new notes, for all $100,000,000 aggregate principal amount of our unregistered 5.35% Subordinated Notes due April 1, 2015 (Series A), which are referred to in this prospectus as the old notes. We refer to the new notes and the old notes collectively as “the notes”.

•  The terms of the new notes will be substantially identical to the old notes that we issued on March 28, 2005, except that the new notes will be registered under the Securities Act of 1933 (the “Securities Act”) and will not be subject to the registration rights, liquidated damages provisions and transfer restrictions applicable to the old notes.

•  Interest on the new notes will accrue from March 28, 2005 at a rate of 5.35% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2005.

•  Subject to the terms of the exchange offer, all old notes that are validly tendered and not withdrawn prior to expiration of the exchange offer will be exchanged for an equal principal amount of new notes.

•  Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

•  The exchange of old notes for new notes in the exchange offer should not be a taxable event for U.S. holders for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

•  No public market exists for the old notes or the new notes, and we do not intend to apply for their listing on any national securities exchange or to arrange for them to be quoted on any automated dealer quotation system.

      Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. They have not made, nor will they make, any determination as to whether anyone should buy these securities. Any representation to the contrary is a criminal offense.

      THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO YOU UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE A COPY OF ANY OF THIS INFORMATION, PLEASE SUBMIT YOUR REQUEST TO FULTON FINANCIAL CORPORATION, ONE PENN SQUARE, LANCASTER, PENNSYLVANIA 17602, ATTENTION: MARK A. CROWE, ASSISTANT SECRETARY (TELEPHONE: 717-291-2411).

      IN ORDER TO OBTAIN TIMELY DELIVERY OF ANY INFORMATION THAT YOU REQUEST, YOU MUST SUBMIT YOUR REQUEST NO LATER THAN AUGUST 26, 2005, WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE THE EXCHANGE OFFER EXPIRES.

The date of this prospectus is August 5, 2005

ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement on Form S-4 that we have filed with the SEC pursuant to the Securities Act. We are submitting this prospectus to holders of old notes so they can consider exchanging their old notes for new notes. We may add, update or change information contained in this prospectus through one or more supplements to this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. The rules of the SEC allow us to incorporate by reference information into this prospectus. This information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. See “Incorporation by Reference.” You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

      No person has been authorized to give any information or to make any representations, other than those contained or incorporated by reference in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by Fulton Financial Corporation or any underwriter, agent, dealer or remarketing firm. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of Fulton Financial Corporation since the date hereof or that the information contained or incorporated by reference herein is correct as of any time subsequent to the date of such information. We are not making the exchange offer to, and we will not accept surrenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would violate the securities or other laws of that jurisdiction.

      Unless otherwise indicated, or the context otherwise requires, references in this prospectus to “Fulton”, “we,” “us” and “our” or similar terms are to Fulton Financial Corporation.

FORWARD-LOOKING STATEMENTS

      Certain of the statements contained in this prospectus or incorporated by reference are forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. These forward-looking statements are subject to change and uncertainty which are, in many instances, beyond our control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on us will be those anticipated by management. Actual results could differ materially from those expected by us, depending on the outcome of various factors. These factors include:

•  the effects of changing economic conditions in Fulton’s and its subsidiaries’ market areas and nationally;

•  credit risks of commercial, real estate, consumer and other lending activities;

•  significant changes in interest rates;

•  changes in federal and state banking laws and regulations which could impact operations and its subsidiaries’;

•  funding costs;

•  other external developments which could materially affect the business and operations of Fulton;

•  other risks detailed from time to time in Fulton’s SEC filings, including Forms 10-Q and 10-K.

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PROSPECTUS SUMMARY

      The following summary highlights selected information contained or incorporated by reference in this prospectus and does not contain all the information that may be important to you. For a more complete understanding of the exchange offer, our company, and the new notes, we encourage you to read this entire prospectus carefully, including the financial data and related notes and the documents incorporated by reference in this prospectus, before making a decision to participate in the exchange offer.

Fulton Financial Corporation

      We are a diversified financial services holding company headquartered in Lancaster, Pennsylvania. We primarily engage in commercial and consumer banking business through our thirteen subsidiary banks located in Pennsylvania, New Jersey, Maryland, Delaware and Virginia. We provide trust and investment services to customers of our subsidiary banks through our subsidiary, Fulton Financial Advisors, N.A., a limited purpose national banking association. As of March 31, 2005, we had consolidated assets of $11.4 billion, consolidated deposits of $8.0 billion and consolidated shareholders’ equity of $1.2 billion. We are the second largest commercial banking organization headquartered in the Third Federal Reserve District.

      As a financial holding company, we are subject to regulation by the Federal Reserve Board and our fourteen (14) subsidiary banks are depository institutions whose deposits are insured by the Federal Deposit Insurance Corporation. We and our subsidiaries are subject to various regulations and examinations by regulatory authorities. We are required to file reports with the Federal Reserve Board and are subject to regular examinations by that agency. In addition, we are required to file reports with the SEC and are subject to their regulation. Our common shares are traded on the Nasdaq National Market System under the trading symbol “FULT.”

      Our executive offices are located at One Penn Square, Lancaster, Pennsylvania 17602, and the telephone number at these offices is (717) 291-2411.

Acquisition of SVB Financial Services

      On January 11, 2005, we entered into an Agreement and Plan of Merger with SVB Financial Services, Inc. SVB is an approximately $477 million bank holding company whose primary subsidiary, Somerset Valley Bank, operates eleven community-banking offices in Somerset, Hunterdon and Middlesex Counties in New Jersey. Upon the closing of the transactions contemplated by the merger agreement, we will acquire SVB, and Somerset Valley Bank will become our fourteenth wholly-owned bank subsidiary. We intend to use a portion of the net proceeds from the issuance of the old notes to pay SVB’s shareholders who elect to receive cash for their merger consideration. The acquisition of SVB was consummated on July 1, 2005.

Acquisition of Columbia Bancorp

      On July 26, 2005, we entered into an Agreement and Plan of Merger with Columbia Bancorp. Columbia is a bank holding company with total assets of approximately $1.3 billion, whose primary subsidiary, The Columbia Bank, operates twenty-four banking offices in the Baltimore/ Washington Corridor. Upon closing of the transactions contemplated by the merger agreement, we will acquire Columbia, and The Columbia Bank will become our fifteenth wholly-owned subsidiary. We expect that the acquisition of Columbia will be consummated in the first quarter of 2006.

The Exchange Offer

      The summary below describes the principal terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. “The Exchange Offer” section of this prospectus contains a more detailed description of the terms and conditions of the exchange offer.

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The Private Offering	On March 28, 2005, we issued $100 million in aggregate principal amount of old notes in a private offering. In connection with that offering, we entered into a registration rights agreement in which we agreed, among other things, to complete an exchange offer for the old notes.
The Exchange Offer	We are offering to exchange the new notes for a like principal amount of old notes. Old notes may be tendered, and new notes will be issued, only in integral denominations of $100,000 and integral multiples of $1,000 in excess thereof.
	The terms of the new notes will be identical in all material respects to the terms of the old notes except that the new notes will be registered under the Securities Act and will not be subject to the registration rights, liquidated damages provisions and transfer restrictions applicable to the old notes.
	Subject to the satisfaction or waiver of specified conditions, we will exchange new notes for all the old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer. See “The Exchange Offer — Terms of the Exchange Offer.”
Expiration Date	The exchange offer will expire at 5:00 p.m., Eastern Time on September 2, 2005, unless we, in our sole discretion, extend it, in which case the expiration date shall be the latest date to which the exchange offer is extended. We do not currently intend to extend the expiration date.
Procedures For Tendering	If you wish to accept the exchange offer and your old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct the custodial entity to tender your old notes on your behalf pursuant to the procedures of the custodial entity. If your old notes are registered in your name, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You then must mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the old notes and any other required documents, so that it is received by the exchange agent prior to 5:00 p.m. Eastern time, on the expiration date at the address set forth on the cover page of the letter of transmittal.
	Custodial entities that are participants in The Depository Trust Company, which we refer to as the “Depositary” or “DTC,” may tender old notes through DTC’s Automated Tender Offer Program which enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A confirmation of such book-entry transfer of such old notes into the exchange agent’s account at DTC must be received by the exchange agent prior to 5:00 p.m. Eastern time, on the expiration date. A letter of transmittal need

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	not accompany tenders effected through the Automated Tender Offer Program, which we refer to as the ATOP.
	By tendering your old notes in either of these manners, you will make and agree to the representations that appear under “Procedures for Tendering.”
Guaranteed Delivery Procedures	If you wish to tender your old notes, but cannot properly do so prior to the expiration date, you may tender your old notes according to the guaranteed delivery procedures set forth in “Procedures for Tendering — Guaranteed Delivery Procedures.”
Resale of New Notes	Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties, we believe that the new notes will generally be freely transferable by holders thereof after the exchange offer without further registration under the Securities Act (subject to certain representations required to be made by each holder, as set forth under “Procedures for Tendering”). However, any holder who (1) is one of our “affiliates,” (2) intends to participate in the exchange offer for the purpose of distributing the new notes or (3) is a broker-dealer receiving new notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, (x) will not be able to rely on the interpretation of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.
	We do not intend to seek our own interpretation regarding the exchange offer and there can be no assurance that the staff of the SEC would make a similar determination with respect to the new notes as it has in other interpretations to other parties, although we have no reason to believe otherwise.
Consequences of Failure to Exchange	Old notes that are not tendered in the exchange offer, are tendered but not accepted or are tendered but subsequently validly withdrawn will continue to bear a legend restricting their transfer. You will not be able to offer or sell the old notes unless:
	• each offer or sale is made pursuant to an exemption from the requirements of the Securities Act; or
	• the old notes are registered under the Securities Act.
	After the exchange offer is closed, we will no longer have an obligation to register the old notes except in some limited circumstances. Therefore, upon completion of the exchange offer, there may be no market for the old notes and you may have difficulty selling them. In addition, holders of the old notes will not be entitled to liquidated damages for failure to register them under the Securities Act.
Withdrawal of Tenders	You may withdraw the surrender of your old notes at any time prior to the expiration date.

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Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may assert or waive. See “The Exchange Offer — Conditions to the Exchange Offer.”
Appraisal Rights	You will not be entitled to any appraisal or dissenters’ rights in connection with the exchange offer.
U.S. Federal Income Tax Considerations	The exchange of old notes for new notes in the exchange offer should not be a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.”
Exchange Agent	Wilmington Trust Company is serving as the exchange agent in connection with the exchange offer. Wilmington Trust Company also serves as trustee under the indenture relating to the notes. The address and telephone number of the exchange agent are set forth under the caption “Procedures for Tendering — Exchange Agent.”

The New Notes

      The summary below describes the principal terms of the new notes. The terms of the new notes are identical in all material respects to the terms of the old notes, except that the registration rights, liquidated damages provisions and transfer restrictions applicable to the old notes are not applicable to the new notes. The new notes will evidence the same debt as the old notes. The new notes and the old notes will be governed by the same indenture. The “Description of the New Notes” section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

Securities Offered	$100,000,000 aggregate principal amount of 5.35% Subordinated Notes due April 1, 2015 (Series B).
Denominations	$100,000 and integral multiples of $1,000 in excess thereof.
Interest Payments	Interest on the notes will be payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2005.
Ranking	The notes will be our unsecured obligations and will:
	• rank junior to all of our existing and future senior indebtedness;
	• rank equal in right of payment to all of our future unsecured and subordinated indebtedness;
	• be effectively subordinated to all of the existing and future liabilities and obligations of our subsidiaries, including the deposit liabilities and claims of other creditors of our subsidiary banks; and
	• rank senior to our obligations relating to the junior subordinated debt securities we issue in connection with trust preferred securities of our special purpose entity subsidiaries.
	At March 31, 2005, we had $9.9 billion in senior indebtedness outstanding on a consolidated basis, including deposits of $8.0 billion and other obligations of our subsidiaries. We will assume

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	$438 million of additional liabilities that will be senior to the notes as a result of our merger with SVB.
Maturity	The notes will mature on April 1, 2015 and will not be redeemable or subject to a sinking fund for the retirement of principal of the notes prior to maturity.
Absence of Public Market	The notes will be a new issue of securities for which currently there is no market. Although the initial purchasers have advised us that they intend to make a market in the notes in a manner permitted under applicable securities laws, the initial purchasers are not obligated to do so, and any such market making may be discontinued at any time without notice. Accordingly, there can be no assurance as to the development, maintenance or liquidity of any trading market for the notes. We do not intend to seek a listing of the notes on any national securities exchange or on the Nasdaq National Market.
Use of Proceeds	We will not receive any proceeds from the exchange offer. See “Use of Proceeds”.
ERISA Considerations	For a discussion of certain prohibited transactions and fiduciary duty issues pertaining to purchases by or on behalf of an employee benefit plan, please see “ERISA Considerations.”
Risk Factors	For a discussion of considerations relevant to an investment in the notes that should be considered carefully by you, please read “Risk Factors” beginning on page 11.

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Selected Financial Information

      Set forth below is a summary of our consolidated financial data for each of the years during the five year period ended December 31, 2004, which have been derived in part from our audited consolidated financial statements and related notes, and the three month periods ended March 31, 2005 and March 31, 2004 (unaudited). The following data should be read in conjunction with our consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included or incorporated by reference in this offering memorandum.

	Three Months Ended
	March 31,						Year Ended December 31,
	2005			2004			2004			2003			2002			2001			2000
	(Unaudited)
	(Dollars in thousands, except for per share data)
SUMMARY OF INCOME
Interest income	$	140,810		$	113,936		$	493,643		$	435,531		$	469,288		$	518,680		$	519,661
Interest expense		42,562			30,969			135,994			131,094			158,219			227,962			243,874
Net interest income		98,248			82,967			357,649			304,437			311,069			290,718			275,787
Provision for loan loss		800			1,740			4,717			9,705			11,900			14,585			15,024
Other income		35,853			32,038			138,864			134,370			114,012			102,057			76,717
Other expenses		73,731			62,272			273,615			231,559			223,765			218,234			186,209
Income before income taxes		59,570			50,993			218,181			197,543			189,416			159,956			151,271
Income taxes		18,039			15,147			65,264			59,363			56,468			46,367			44,437
Net income		41,531			35,846			152,917			138,180			132,948			113,589			106,834
PER SHARE DATA(1)
Net income (basic)	$	0.26		$	0.25		$	1.02		$	0.98		$	0.94		$	0.80		$	0.76
Net income (diluted)		0.26			0.25			1.01			0.98			0.93			0.79			0.76
Cash dividends		0.132			0.122			0.518			0.474			0.425			0.385			0.344
RATIOS
Return on average assets		1.50	%		1.49	%		1.48	%		1.57	%		1.68	%		1.51	%		1.52	%
Return on average equity		13.48			15.18			14.31			15.45			15.86			14.58			15.85
Return on average equity (tangible)(2)		19.56			17.94			18.64			17.42			17.38			15.81			16.29
Net interest margin		3.95			3.79			3.83			3.82			4.35			4.27			4.31
Efficiency ratio		54.5			55.0			55.1			52.8			52.6			55.6			52.8
Average equity to average assets		11.1			9.8			10.3			10.2			10.6			10.4			9.6
Dividend payout ratio		50.0			47.5			50.5			48.2			45.4			48.1			45.3
Total risk-based capital ratio		13.1			13.0			11.7			12.7			13.8			13.5			14.0
Tier 1 risk-based capital ratio		10.8			11.8			10.6			11.5			12.6			12.3			13.0
Tier 1 leverage ratio		8.4			8.7			8.7			8.8			9.4			9.6			9.8
PERIOD-END BALANCES
Total assets	$	11,418,278		$	9,620,191		$	11,158,351		$	9,767,288		$	8,387,778		$	7,770,711		$	7,364,804
Loans, net of unearned income		7,747,301			6,217,077			7,584,547			6,159,994			5,317,068			5,373,020			5,374,659
Deposits		7,981,147			6,784,175			7,895,524			6,751,783			6,245,528			5,986,804			5,502,703
Federal Home Loan Bank advances and long-term debt		773,129			571,964			684,236			568,730			535,555			456,802			559,503
Shareholders’ equity		1,235,519			968,449			1,242,290			946,936			863,742			811,454			731,171

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	Three Months Ended
	March 31,				Year Ended December 31,
	2005		2004		2004		2003		2002		2001		2000
	(Unaudited)
	(Dollars in thousands, except for per share data)
AVERAGE BALANCES
Total assets	$	11,210,219	$	9,676,495	$	10,343,328	$	8,802,138	$	7,900,500	$	7,520,071	$	7,019,523
Loans, net of unearned income		7,675,034		6,187,988		6,901,452		5,589,663		5,381,950		5,341,497		5,131,651
Deposits		7,912,299		6,718,058		7,285,134		6,505,371		6,052,667		5,771,089		5,245,019
Federal Home Loan Bank advances and long-term debt		681,450		570,075		637,654		566,437		476,415		500,162		476,590
Shareholders’ equity		1,249,868		949,725		1,068,464		894,469		838,213		779,014		673,971

(1)	Adjusted for stock dividends and stock splits.
(2)	Net income divided by average shareholders’ equity, net of goodwill and intangible assets.

Ratio Of Earnings To Fixed Charges

      The following table sets forth our ratios of earnings to fixed charges for the periods shown. For purposes of this ratio, fixed charges include all interest expense and the proportion deemed representative of the interest factor of rent expense for capitalized leases. These ratios are presented both including and excluding interest on deposits.

		Period Ended
		March 31,				Year Ended December 31,
		2005		2004		2004		2003		2002		2001		2000
Ratio of earnings to fixed charges:
	Including interest on deposits		2.4		2.7		2.6		2.5		2.2		1.7		1.6
	Excluding interest on deposits		5.0		5.8		5.7		6.4		6.8		4.9		3.7

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RISK FACTORS

      Prior to making an investment decision, you should consider carefully the following risk factors in addition to the other information contained in this offering memorandum.

Risks Related to the Exchange Offer

If you fail to exchange your old notes for new notes, you will no longer have any registration rights with respect to your old notes.

      Upon the completion of the exchange offer, if you were not prohibited from participating in the exchange offer and you did not tender your old notes, you will no longer have any registration rights with respect to the old notes you still hold. In addition, you will not have any rights to liquidated damages for any failure to register the old notes you still hold. These old notes are privately placed securities and will remain subject to the restrictions on transfer contained in the legend on the old notes. In general, you cannot sell or offer to sell the old notes without complying with these restrictions, unless the old notes are registered under the Securities Act and applicable state securities laws. We do not intend to register the old notes under the Securities Act.

Risks Related to Your Investment in the New Notes

If we are in default on our obligations to pay our senior indebtedness, we will not be able to make payments on the new notes.

      Our obligations under the new notes will be unsecured and will rank junior to the following, unless, by their terms, the obligation ranks equal with or junior to, the notes:

•  any of our obligations for money borrowed;

•  any of our obligations evidenced by bonds, debentures, notes or other written instruments;

•  any of our reimbursement obligations under letters of credit, bankers’ acceptances or similar facilities;

•  any of our obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);

•  any of our capital lease obligations;

•  any of our obligations under any derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps; and

•  any obligation of the type listed above of another person and any dividends of another person that are guaranteed by us or for which we are responsible or liable for directly or indirectly, as obligor or otherwise.

      If we default on payments under any of these obligations that are senior to the new notes, or if any of these senior obligations are accelerated or any judicial proceeding with respect to a default is pending, we will not be able to make payments on the new notes, unless we cure the default. If we liquidate, go bankrupt or dissolve, we would be able to pay under the new notes only after we have paid in full all of our liabilities that are senior to the new notes. At March 31, 2005, we had outstanding $0.1 million in debt and other obligations that ranked senior to the notes, excluding obligations of our subsidiaries. We will not assume any additional indebtedness at the holding company level that will rank senior to the new notes in connection with our planned merger with SVB. The indenture does not limit the amount of senior indebtedness that we may incur. For more information on the subordination of payments under the new notes, see “Description of the New Notes — Subordination.”

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We are a holding company, and banking laws and regulations could limit our access to funds from our subsidiary banks with the result that we may not have access to sufficient cash to make payments on the new notes.

      As a holding company, our principal source of funds to service our debt, including the new notes, is dividends from our subsidiaries. For 2004, our holding company only interest expense on our debt obligations was $0.2 million, and our holding company’s only operating expenses were $54.5 million. For the first quarter of 2005, our holding company only interest expense on our debt obligations was $0.2 million, and our holding company’s only operating expenses were $12.9 million.

      Federal and state banking regulations limit dividends from our bank subsidiaries to us. Dividend limitations vary, depending on the subsidiary bank’s charter and whether or not it is a member of the Federal Reserve System. Generally, banks are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels. Additionally, limits exist on banks paying dividends in excess of net income for specified periods. Under such limitations, the total amount available for payment of dividends by our subsidiary banks was approximately $211 million at March 31, 2005. During 2004, our bank subsidiaries paid dividends of $62.1 million to us, and in the first quarter of 2005, our bank subsidiaries paid dividends of $32.0 million to us. In addition, federal bank regulatory agencies have the authority to prohibit our subsidiary banks from engaging in unsafe or unsound practices in conducting their business. The payment of dividends or other transfers of funds to us, depending on the financial condition of the bank, could be deemed an unsafe or unsound practice.

      Dividend payments from any of our subsidiary banks would also be prohibited under the “prompt corrective action” regulations of federal bank regulators if such subsidiary bank is, or after payment of such dividends would be, undercapitalized under such regulations. In addition, our subsidiary banks are subject to restrictions under federal law that limit their ability to transfer funds or other items of value to us and our nonbanking subsidiaries, including affiliates, whether in the form of loans and other extensions of credit, investments and asset purchases, or as other transactions involving the transfer of value. Unless an exemption applies, these transactions by our subsidiary banks with us are limited to 10% of each subsidiary bank’s capital and surplus and, with respect to all such transactions with affiliates in the aggregate, to 20% of each subsidiary bank’s capital and surplus. As of March 31, 2005, a maximum of approximately $288 million was available to us from our bank subsidiaries pursuant to the limitations. Moreover, loans and extensions of credit by our bank subsidiaries to their affiliates, including us, generally are required to be secured in specified amounts. A bank’s transactions with its non-bank affiliates also are required generally to be on arm’s-length terms.

      Accordingly, we can provide no assurance that we will receive dividends or other distributions from our bank subsidiaries and our other subsidiaries in an amount sufficient to pay interest on or principal of the new notes.

The new notes will be structurally subordinated to all indebtedness of our subsidiaries and creditors of our subsidiaries will have priority as to our subsidiaries’ assets.

      The new notes are not guaranteed by any of our subsidiaries and, as a result, our right and the rights of our creditors, including holders of the new notes, to participate in any distribution of assets of any of our subsidiaries upon its liquidation, reorganization or otherwise would be subject to the prior claims of creditors of that subsidiary. In the event of any such distribution of assets of our bank subsidiaries, the claims of depositors and other general or subordinated creditors of such subsidiary would be entitled to priority over the claims of ours or holders of the new notes. As of March 31, 2005, our subsidiaries had outstanding $9.9 billion in financial obligations that would effectively rank senior to the new notes in case of liquidation or reorganization, such as deposit liabilities, and Somerset Valley Bank (SVB’s banking subsidiary) had an additional $438 million in such financial obligations outstanding.

The new notes will be subject to limited rights of acceleration.

      Payment of principal of the new notes may be accelerated only in the case of an event of default under the indenture, which is limited to certain liquidation, insolvency or receivership events with respect to us. Thus,

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you will have no right to accelerate the payment of principal of the new notes if we fail to pay interest on the new notes or if we fail in the performance of any of our other obligations under the new notes.

The limited covenants relating to the new notes do not protect you.

      The covenants in the indenture governing the new notes are limited. In addition, the new notes and the indenture do not limit our or our subsidiaries’ ability to issue additional subordinated notes or to incur additional debt, including senior indebtedness. As a result, the terms of the indenture do not protect you in the event of an adverse change in our financial condition or results of operations, and you should not consider the terms of the indenture to be a significant factor in evaluating whether we will be able to comply with our obligations under the new notes.

There may be no active market for the new notes.

      The new notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the new notes on any national securities exchange or for quotation of the new notes on any automated dealer quotation system. The initial purchasers have advised us that they presently intend to make a market in the new notes. However, they are under no obligation to do so and may discontinue any market making activities at any time without any notice. A liquid or active trading market for the new notes may not develop. If an active trading market for the new notes does not develop, the market price and liquidity of the new notes may be adversely affected. If the new notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our performance and other factors.

      In addition, the new notes may be transferred only in minimum denominations of $100,000 and multiples of $1,000 in excess thereof.

Risk Factors Relating to Our Business

Changes in interest rates may have an adverse effect on our profitability.

      Net interest income is the most significant component of our net income, accounting for approximately 72% of our total revenues in 2004, and approximately 73.3% of our total first quarter 2005 revenue. The narrowing of interest rate spreads, the difference between interest rates earned on loans and investments and interest rates paid on deposits and borrowings, would adversely affect our earnings and financial condition. Among other things, regional and local economic conditions as well as fiscal and monetary policies of the federal government, including those of the Federal Reserve Board, may affect prevailing interest rates. We cannot predict or control changes in interest rates.

      During 2003 and the first half of 2004, short term interest rates were low and our net interest income and net interest margin were negatively affected because reducing the rates paid on deposits became exceedingly difficult. During the second half of 2004, the Federal Reserve Board increased short-term interest rates. When short-term interest rates rise, we generally expect improvements in net interest income. However, a flat or declining interest rate environment would adversely impact our net interest income. In addition, increasing short term rates tend to have a detrimental impact on mortgage loan origination volumes and related mortgage-banking income.

Changes in economic conditions and the composition of our loan portfolios could lead to higher loan charge-offs or an increase in our allowance for loan losses and may reduce our income.

      Changes in national and regional economic conditions could impact the loan portfolios of our subsidiary banks. For example, an increase in unemployment, a decrease in real estate values or increases in interest

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rates, as well as other factors, could weaken the economies of the communities we serve. Weakness in our market area could depress our earnings and consequently our financial condition because:

•  customers may not want or need our products or services;

•  borrowers may not be able to repay their loans;

•  the value of the collateral securing our loans to borrowers may decline, particularly because 76.8% of our loan portfolio is secured by real estate; and

•  the quality of our loan portfolio may decline.

      Any of the latter three scenarios could require us to “charge-off” a higher percentage of our loans and/or increase our provision for loan and lease losses, which would reduce our income.

      In addition, the amount of our provision for loan losses and the percentage of loans we are required to “charge-off” may be impacted by the overall risk composition of our loan portfolio. Recently, our commercial loans (including agricultural loans) and commercial mortgages have increased, comprising a greater percentage of our overall loan portfolio. These loans are inherently more risky than certain other types of loans, such as residential mortgage loans. While we believe that our allowance for loan losses as of March 31, 2005 is sufficient to cover losses inherent in the loan portfolio on that date, we cannot assure you that we will not be required to increase our loan-loss provision or “charge-off” a higher percentage of loans due to changes in the risk characteristics of our loan portfolio, thereby reducing our net income. To the extent any of our subsidiary banks rely more heavily on loans secured by real estate than the banking industry in general, a decrease in real estate values could cause higher loan losses on non-performing loans and require higher loan loss provisions.

Fluctuations in the value of our equity portfolio, or assets under management by our trust and investment management services, could have a material impact on our results of operations.

      At March 31, 2005, our equity investments consisted of $58.4 million of stocks of other financial institutions, $59.6 million of FHLB and other government agency stock and $41.6 million of mutual funds and other investments. Our equity portfolio consists primarily of common stock of publicly traded financial institutions. We realized net gains on the sale of equity securities of $2.5 million in the first quarter of 2005, and $14.8 million and $17.3 million in fiscal years 2004 and 2003, respectively. These gains were offset by write-downs of $137,000 in 2004 and $3.3 million in 2003 for the impairment in value of specific equity securities. The unrealized gains on our equity portfolio represent a potential source of revenue for us. The value of the securities in our equity portfolio may be affected by a number of factors, including factors that impact the performance of the U.S. securities markets in general and, due to the concentration in stocks of financial institutions in our equity portfolio, specific risks associated with that sector. If the value of one or more equity securities in the portfolio were to decline significantly, this revenue could be reduced or lost in its entirety.

      In addition to our equity portfolio, our investment management and trust services could be impacted by fluctuations in the securities markets. A portion of our trust revenue is based on the value of the underlying investment portfolios. If the value of those investment portfolios decreases, whether due to factors influencing U.S. securities markets in general, or otherwise, our revenue could be negatively impacted. In addition, our ability to sell our brokerage services is dependent, in part, upon consumers’ level of confidence in the outlook for rising securities prices.

If we are unable to acquire additional banks on favorable terms or if we fail to successfully integrate or improve the operations of acquired banks, we may be unable to execute our growth strategies.

      We have historically supplemented our internal growth with strategic acquisitions of banks, branches and other financial services companies. There can be no assurance that we will be able to effect future acquisitions on favorable terms or that we will be able to assimilate acquired institutions successfully. In addition, with acquisitions, we may not be able to achieve anticipated cost savings or operating results. Acquired institutions also may have unknown or contingent liabilities or deficiencies in internal controls that could result in material

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liabilities or negatively impact our ability to complete the internal control procedures required under federal securities laws, rules and regulations or by certain laws, rules and regulations applicable to the banking industry.

If the goodwill that we have recorded in connection with our acquisitions becomes impaired, it could have a negative impact on our profitability.

      Applicable accounting standards require that the purchase method of accounting be used for all business combinations. Under purchase accounting, if the purchase price of an acquired company exceeds the fair value of the company’s net assets, the excess is carried on the acquiror’s balance sheet as goodwill. At March 31, 2005, we had approximately $364 million of goodwill on our balance sheet. Companies must evaluate goodwill for impairment at least annually. Write-downs of the amount of any impairment, if necessary, are to be charged to the results of operations in the period in which the impairment is determined. Based on tests of goodwill impairment conducted to date, we have concluded that there has been no impairment, and no write-downs have been recorded. However, there can be no assurance that the future evaluations of goodwill will not result in findings of impairment and write-downs.

Fluctuations in the level of some of our defined benefit plan expense could adversely affect our earnings.

      Our defined benefit plan expense can be greatly impacted by the return realized on invested plan assets and thus is not entirely within our control. A downturn in the equity markets can result in an increase in expense. Such an increase occurred in 2003, when our defined benefit plan expense increased 66.9%, from $1,812,000 to $3,025,000. This expense increased in 2004, to $3,072,000.

The competition we face is increasing and may reduce our customer base and negatively impact our results of operations.

      There is significant competition among commercial banks in our market area. In addition, as a result of the deregulation of the financial industry, our subsidiary banks also compete with other providers of financial services such as savings and loan associations, credit unions, consumer finance companies, securities firms, insurance companies, commercial finance and leasing companies, the mutual funds industry, full service brokerage firms and discount brokerage firms, some of which are subject to less extensive regulations than we are with respect to the products and services they provide. Some of our competitors, including certain super-regional and national bank holding companies that have made acquisitions in our market area, have greater resources than we have, and as such, may have higher lending limits and may offer other services not offered by us. We also experience competition from a variety of institutions outside our market areas. Some of these institutions conduct business primarily over the Internet and may thus be able to realize certain cost savings and offer products and services at more favorable rates and with greater convenience to the customer.

      Competition may adversely affect the rates we pay on deposits and charge on loans thereby potentially adversely affecting our profitability. Our profitability depends upon our continued ability to successfully compete in our market area while achieving our investment objectives.

The supervision and regulation to which we are subject can be a competitive disadvantage.

      We are a registered financial holding company, and our subsidiary banks are depository institutions whose deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”). As a result, we are subject to various regulations and examinations by various bank regulatory authorities. In general, statutes establish the corporate governance and eligible business activities for us, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and dividends, capital adequacy requirements, requirements for anti-money laundering programs and other compliance matters, among other regulations. We are extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole. Compliance with these statutes and regulations is important to our ability to engage in new activities and to consummate additional acquisitions.

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      In addition, we are subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles and governmental economic and monetary policies. We cannot predict whether any of these changes may adversely and materially affect us. Federal and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions may result in higher capital requirements, higher insurance premiums and limitations on our activities that could have a material adverse effect on our business and profitability. While these statutes are generally designed to minimize potential loss to depositors and the FDIC insurance funds, they do not eliminate risk, and compliance with such statutes increases our expense, requires management’s attention and can be a disadvantage from a competitive standpoint with respect to our non-regulated competitors.

USE OF PROCEEDS

      The exchange offer is intended to satisfy our obligations under the registration rights agreement we executed when we issued the old notes. We will not receive any cash proceeds from the exchange offer. In exchange for the old notes that you validly tender pursuant to the exchange offer, you will receive new notes in like principal amount. The old notes that are surrendered in exchange for the new notes will be retired and canceled by us upon receipt and cannot be reissued. Accordingly, the issuance of the new notes under the exchange offer will not result in any change in our outstanding debt.

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CAPITALIZATION

      The following table sets forth our capitalization, as of March 31, 2005 (unaudited) and December 31, 2004, on a consolidated basis. The following data is qualified in its entirety by our financial statements and other information contained elsewhere in this prospectus or incorporated by reference.

		March 31,			December 31,
		2005			2004
		(Unaudited)
		(Dollars in thousands)
Long-term borrowings:
	Federal Home Loan Bank Advances	$	518,704		$	519,939
	5.35% Subordinated Notes Due April 15, 2015 (Series A)		99,350			—
	Junior Subordinated Deferrable Interest Debentures(1)		34,022			34,022
	Other Long-Term Debt		3,664			4,753
	Total Long-Term Borrowings		655,740			558,714
Shareholders’ Equity(2)(4)
Common stock, $2.50 par value, 600 million shares authorized, 168.0 million shares issued as of March 31, 2005 and 167.8 million shares issued as of December 31, 2004(3)			336,022			335,604
Additional paid-in capital			999,212			1,000,111
Retained earnings			98,148			77,419
Accumulated other comprehensive (loss) income			(35,698	)		(10,133	)
Treasury stock (10.7 million shares in 2005 and 2004), at cost			(162,165	)		(160,711	)
	Total Shareholders’ Equity		1,235,519			1,242,290
Total Long Term Borrowings and Shareholders’ Equity		$	1,891,259		$	1,801,004

(1)	Debentures issued in conjunction with preferred securities.
(2)	On May 5, 2005, Fulton announced that it had entered into an accelerated share repurchase program with Morgan Stanley & Co. Incorporated. Pursuant to the accelerated share repurchase, Fulton repurchased 4,311,500 shares (as adjusted for the five-for-four stock dividend) of its common stock on May 4, 2005.
(3)	Fulton’s shareholders approved an increase in its authorized common stock from 400 million shares to 600 million shares at Fulton’s annual meeting on April 13, 2005.
(4)	Adjusted for stock dividends and stock splits.

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THE EXCHANGE OFFER

Purpose And Effect Of The Exchange Offer

      We issued the old notes on March 28, 2005 in a transaction exempt from the registration requirements of the Securities Act. Concurrently, the initial purchasers of the old notes resold the old notes to investors believed to be “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the Securities Act.

      As a condition to the initial sale of the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes pursuant to which we agreed to use our best efforts to:

•  file a registration statement relating to a registered exchange offer for the notes with the SEC no later than the 90th day after the date that the old notes were first issued;

•  cause the SEC to declare the registration statement effective under the Securities Act no later than the 150th day after the old notes were first issued; and

•  keep the exchange offer open not less than 20 business days after the date on which notice has been delivered to the holders of the old notes.

      We have agreed to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer. A copy of the registration rights agreement is being filed herewith. The filing of the registration statement is intended to satisfy some of our obligations under the registration rights agreement.

      The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on the trustee’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by DTC who desires to deliver the old notes by book-entry transfer at DTC.

Terms Of The Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept any and all old notes validly tendered prior to 5:00 p.m., Eastern Time, on the expiration date. See “— Expiration Date, Extensions, Terminations and Amendments”, below, for an explanation of how the expiration date may be extended. Upon satisfaction or waiver of all of the conditions to the exchange offer, we will issue, promptly after the expiration date, an aggregate principal amount of up to $100 million of new notes in exchange for a like principal amount of outstanding old notes tendered and accepted in connection with the exchange offer. The new notes issued in connection with the exchange offer will be delivered on the earliest reasonably practicable date following the expiration date. Holders may tender some or all of their old notes in connection with the exchange offer but only in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The exchange is not conditioned upon any number or aggregate principal amount of old notes being tendered.

      The form and terms of the new notes are identical in all material respects to the form and terms of the old notes, except that the new notes will be registered under the Securities Act and will not be subject to the registration rights, liquidated damages provisions and transfer restrictions applicable to the old notes. The new notes will evidence the same debt as the old notes and will be issued under the same indenture and be entitled to the same benefits under that indenture as the old notes being exchanged. Interest on each new note will accrue from the last date on which interest was paid on the old note surrendered in exchange therefor (unless issued after a record date for an interest payment and prior to the related interest payment date, in which case interest will accrue from such interest payment date) or, if no interest has been paid, from the original issue date of the old note. As of the date of this prospectus, $100 million in aggregate principal amount of the old notes is outstanding. Substantially all of the principal amount of the old notes is registered in the name of The Depository Trust Company (“DTC”) or its nominee.

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      In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers to be issued and transferable in book-entry form through the facilities of DTC. Initially, the new notes will be issued in the form of global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC. See “Description of the New Notes — Book-Entry, Delivery and Form.”

      Solely for reasons of administration, we have fixed the close of business on August 1, 2005 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the old notes entitled to participate in the exchange offer.

      Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the requirements of the registration rights agreement and the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the related SEC rules and regulations.

      Old notes that are not tendered in the exchange offer, are tendered but not accepted or are tendered but subsequently validly withdrawn in connection with the exchange offer will remain outstanding, will continue to accrue interest and will be entitled to the benefits of the indenture under which they were issued. However, some registration and other rights under the registration rights agreement will terminate, and holders of the old notes generally will not be entitled to any registration rights under the registration rights agreement, subject to limited exceptions. See “Consequences of Failing to Tender Old Notes in the Exchange Offer” and “Shelf Registration Statement.”

      Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept all old notes validly tendered and will issue the new notes promptly after the expiration date. See “Conditions to the Exchange Offer” below.

      If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus, or otherwise, we will return the old notes, without expense, to the tendering holder as promptly as possible after the expiration date. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

      Holders who tender old notes will be required to pay brokerage commissions or fees, if any. However, subject to the instructions in the letter of transmittal, holders who tender old notes will, in certain circumstances, be required to pay transfer taxes on the exchange of old notes in connection with the exchange offer. We will pay certain other charges and expenses in connection with the exchange offer. See “Fees and Expenses.”

Expiration Date, Extensions, Termination And Amendments

      The expiration date for the exchange offer is 5:00 p.m., Eastern Time, on September 2, 2005, the 20th business day following the mailing date of this prospectus. We may, however, in our sole discretion, extend the period of time that the exchange offer is open, in which case the term “expiration date” for the exchange offer shall mean the latest date and time to which the exchange offer is extended.

      We expressly reserve the right, at any time, to extend the period of time that the exchange offer is open, and delay acceptance for exchange of any old notes, by giving oral or written notice of an extension to the holders of old notes as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us.

      We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes, upon the occurrence of any of the conditions of the exchange offer specified under “— Conditions to the Exchange Offer”, below. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable.

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Conditions To The Exchange Offer

      Our obligation to consummate the exchange offer is subject to the following conditions:

•  the exchange offer or the making of any exchange by a holder does not violate applicable law or any applicable interpretation of the staff of the SEC;

•  the tendering of the old notes in accordance with the exchange offer;

•  no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer, which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; and

•  each holder of the old notes to be exchanged in the exchange offer shall have represented that:

•  any new notes to be received by the holder will be acquired in the ordinary course of its business;

•  the holder has no arrangement or understanding with any person to participate in the distribution of the new notes (within the meaning of the Securities Act);

•  the holder is not an “affiliate” of ours as defined in Rule 405 under the Securities Act, or, if the holder is our affiliate, the holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if the holder is not a broker-dealer, the holder is not engaged in, and does not intend to engage in, the distribution of the new notes;

•  if the holder is a broker-dealer, the holder will receive new notes for the holder’s own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities and that the holder will deliver a prospectus in connection with any resale of such new notes; and

•  the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

      The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

      If you wish to participate in the exchange offer, you must represent to us in the letter of transmittal or through DTC’s Automated Tender Offer Program (ATOP) that the representations listed above are true and correct. Under existing interpretations of the Securities Act by the staff of the SEC contained in several no-action letters to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes will generally be freely transferable by holders thereof after the exchange offer without further registration under the Securities Act (subject to certain representations required to be made by each holder, as set forth above). However, any holder who (1) is one of our “affiliates,” (2) intends to participate in the exchange offer for the purpose of distributing the new notes or (3) is a broker-dealer receiving new notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, (x) will not be able to rely on the interpretation of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the new notes unless such sale or transfer is made pursuant to an exemption from such requirements.

      We do not intend to seek our own interpretation regarding the exchange offer, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the new notes as it has in other interpretations to other parties, although we have no reason to believe otherwise.

      The conditions listed above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable

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discretion, in whole or in part, at any time and from time to time. The failure by us at any time to exercise any of the above rights shall not be considered a waiver of these rights, and these rights shall be considered ongoing rights that may be asserted at any time and from time to time. Our determination of the satisfaction or waiver of these conditions will be made on or before the expiration date. We will not accept any of the old notes for exchange unless all of the conditions listed above have been satisfied or waived prior to the expiration date.

      If we determine in our reasonable discretion that any of the conditions are not satisfied at the expiration date, we may:

•  refuse to accept any old notes and return all tendered old notes to the tendering holders;

•  extend the exchange offer and retain all old notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these old notes (See “Procedures for Tendering — Withdrawal of Tenders”); or

•  waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

      Our determination concerning the events described above will be final and binding upon all parties.

PROCEDURES FOR TENDERING

General

      Unless the tender is made in book-entry form or pursuant to the guaranteed delivery procedures described below under “Guaranteed Delivery Procedures,” to tender old notes in the exchange offer a holder must:

•  complete, sign and date the letter of transmittal, or a facsimile of it;

•  have the signatures guaranteed if required by the letter of transmittal; and

•  mail or otherwise deliver the letter of transmittal or the facsimile, the old notes, and any other required documents to the exchange agent prior to 5:00 p.m. Eastern Time, on the expiration date.

      The exchange agent will make a request to establish an account with respect to the old notes at DTC’s Book-Entry Transfer Facility for purposes of the exchange offer within two business days after the date of this prospectus. Any institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes through DTC’s ATOP. However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC’s Book-Entry Transfer Facility has received an express acknowledgement from a participant tendering old notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. A letter of transmittal need not accompany tenders offered through ATOP.

      The tender by a holder of old notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

      The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. Holders may request their brokers, dealers, commercial banks, trust companies, or nominees to effect the tenders for them.

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      Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender its old notes should contact the registered holder promptly and instruct the registered holder to tender the old notes on behalf of the beneficial owner. If the beneficial owner wishes to tender the old notes on its own behalf, the owner must, prior to completing and executing the appropriate letter of transmittal and delivery of its old notes, either make appropriate arrangements to register ownership of the old notes in its name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable period of time.

      Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 under the Exchange Act unless the old notes are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible guarantor institution.

      If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.

      If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing and, unless the requirement is waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.

      We will determine all questions as to the validity, form, eligibility (including time of receipt), and acceptance and withdrawal of tendered old notes in our sole discretion. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a time period determined by us.

      Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, neither we, the exchange agent nor any other person has any duty to give this notice or will incur any liability for failure to give this notice. Tenders of old notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

      In addition, we reserve the right, as set forth above under the caption “The Exchange Offer — Conditions to the Exchange Offer,” to terminate the Exchange Offer with respect to the old notes.

Guaranteed Delivery Procedures

      If the procedures for tendering your old notes described above under “Procedures for Tendering” cannot be completed on a timely basis, a tender may be effected if:

•  the tender is made through an eligible guarantor institution;

•  prior to the expiration date, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible guarantor institution a properly completed notice of guaranteed delivery, substantially in the form provided by us (or an agent’s message in lieu thereof), which:

•  sets forth the name and address of the holder of old notes and the amount of old notes tendered;

•  states that the tender is being made thereby; and

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•  guarantees that within three New York Stock Exchange, or NYSE, trading days after the expiration date, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, a duly executed letter of transmittal (provided that such letter of transmittal is not required to be delivered if an agent’s message is properly transmitted in lieu of a properly completed notice of guaranteed delivery) and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, a duly executed letter of transmittal (provided that such letter of transmittal is not required to be delivered if an agent’s message is properly transmitted in lieu of a properly completed notice of guaranteed delivery) and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the expiration date.

Withdrawal Of Tenders

      Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., Eastern Time, on the expiration date.

      To withdraw a tender of old notes, a telegram, telex, facsimile transmission or letter giving notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., Eastern on the expiration date. Any notice of withdrawal must:

•  specify the name of the person who deposited the old notes to be withdrawn;

•  identify the old notes to be withdrawn, including the principal amount of the old notes;

•  in the case of old notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the old notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility;

•  contain a statement that such holder is withdrawing its election to have such old notes exchanged;

•  be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing the tender; and

•  specify the name in which any old notes are to be registered, if different from that of the depositor.

      We will determine all questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices. Any old notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no new notes will be issued in exchange for these old notes unless the old notes withdrawn are validly re-tendered. Any old notes that have been tendered but are not accepted for exchange or are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following one of the procedures described above under the caption “Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

      Wilmington Trust Company is the exchange agent for the exchange offer. You should direct any questions and requests for assistance regarding the procedures for tendering the old notes, requests for

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additional copies of this prospectus or of the letter of transmittal, and requests for notice of guaranteed delivery to the exchange agent, addressed as follows:

      By Registered/Certified Mail and Overnight Delivery:

Wilmington Trust Company

1100 North Market Street

Rodney Square North

M/ S 1626

Wilmington, DE 19890

Attn: Alisha Clendaniel

Phone: 302-636-6470

Fax: 302-636-4139

      By Hand:

Wilmington Trust Company

301 W. 11th Street

M/ S 1626

Wilmington, DE 19801

Attn: Alisha Clendaniel

Phone: 302-636-6470

Fax: 302-636-4139

      Facsimile Transmissions (eligible guarantor institutions only)

Wilmington Trust Company

Attn: Alisha Clendaniel

Fax: 302-636-4139

      Wilmington Trust Company also serves as trustee under the indenture relating to the notes.

FEES AND EXPENSES

      We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. We will pay certain other expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent as well as accounting and legal fees.

      Holders who tender their old notes for exchange will not be obligated to pay transfer taxes. However, if new notes are to be issued or delivered to, or if old notes not tendered or exchanged are to be registered in the name of, any persons other than the registered holders of the old notes tendered, or if tendered old notes are registered in the name of any persons other than the persons signing the letter of transmittal, the amount of transfer taxes (whether imposed on the registered holder of the old notes tendered or such other person) payable on account of the transfer to such other person will be billed to the holder of the old notes tendered unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

ACCOUNTING TREATMENT

      The new notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer.

CONSEQUENCES OF FAILING TO TENDER OLD NOTES IN THE EXCHANGE OFFER

      Issuance of the new notes in exchange for the old notes under the exchange offer will be made only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal, and all other required documents. Therefore, holders desiring to tender old notes in exchange for

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new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities to tenders of old notes. Old notes that are not tendered in the exchange offer, are tendered but not accepted or are tendered but subsequently withdrawn will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act, and, upon completion of the exchange offer, certain registration rights under the registration rights agreement will terminate.

      In the event the exchange offer is completed, we generally will not be required to register the remaining old notes, subject to limited exceptions. See “Shelf Registration Statement.” Remaining old notes will continue to be subject to the following restrictions on transfer:

•  the remaining old notes may be resold only if registered pursuant to the Securities Act, if an exemption from registration is available, or if neither registration nor an exemption is required by law, and

•  the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

      We do not intend to register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with the exchange offer, any trading market for remaining old notes could be adversely affected.

SHELF REGISTRATION STATEMENT

      We also may be required to use our reasonable best efforts to file a shelf registration statement to permit certain holders of the old notes who are not eligible to participate in the exchange offer to resell the old notes periodically without being limited by the transfer restrictions. We will be required to file a shelf registration statement only if:

•  there is a change in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, and as a result we are not permitted to complete the exchange offer;

•  the exchange offer registration statement is not declared effective within 150 days of the date the old notes were first issued; or

•  under certain circumstances, we are requested to do so by any initial purchaser.

      The shelf registration statement will permit only certain holders to resell their old notes from time to time. In particular, such holders must:

•  provide specified information in connection with the shelf registration statement; and

•  agree in writing to be bound by all provisions of the registration rights agreement (including the indemnification and contribution obligations).

      We will, in the event of the filing of a shelf registration statement, use our reasonable best efforts to provide to each holder of old notes that are covered by the shelf registration statement copies of the prospectus which is a part of the shelf registration statement and notify each such holder when the shelf registration statement has become effective. A holder who sells old notes pursuant to the shelf registration statement will be required to be named as a selling security holder in the prospectus and to deliver a copy of the prospectus to purchasers. Such holder will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales, and will be bound by the provisions of the registration rights agreement which are applicable to such a holder (including the indemnification and contribution obligations).

      If a shelf registration statement is required, we will use our reasonable best efforts to:

•  file the shelf registration statement with the SEC after such obligation arises;

•  cause the shelf registration statement to be declared effective by the SEC as promptly as practicable; and

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•  keep the shelf registration statement effective for a period of two years after the date the shelf registration statement is declared effective, or such shorter period that will terminate when all of the old notes covered by the shelf registration statement are sold thereunder, cease to be outstanding or are already freely tradable.

      Under certain circumstances, we may suspend the availability of the shelf registration statement for certain periods of time, as specified in the registration rights agreement.

LIQUIDATED DAMAGES

      If a Registration Default (as defined below) occurs, then we will be required to pay liquidated damages to each holder of the old notes. We will pay liquidated damages equal to 0.25% per year upon the occurrence of a Registration Default. The amount of liquidated damages will increase by an additional 0.25% per year for each subsequent 90-day period that a Registration Default remains uncured. However, in no event will the rate of liquidated damages exceed 0.50% per year. Such liquidated damages will accrue only for those days that a Registration Default occurs and is continuing. All accrued liquidated damages will be paid to the holders of the old notes in the same manner as interest payments on the old notes, with payments being made on the interest payment dates for the old notes. Following the cure of all Registration Defaults, no more liquidated damages will accrue. You will not be entitled to receive any liquidated damages if you were, at the time the exchange offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew after validly tendering, your old notes for new notes in the exchange offer.

      A “Registration Default” includes any of the following:

•  we fail to file a registration statement relating to the exchange offer on or before the date specified for such filing;

•  any of the registration statements required by the registration rights agreement are not declared effective by the SEC on or prior to the date specified for such effectiveness;

•  we fail to complete the exchange offer on or prior to the date specified for such completion; or

•  the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the notes during the period specified in the registration rights agreement, subject to our right to suspend the availability of the shelf registration statement for certain periods.

REGULATORY REQUIREMENTS

      Following the effectiveness of the registration statement covering the exchange offer, no material federal or state regulatory requirement must be complied with in connection with this exchange offer.

DESCRIPTION OF THE NEW NOTES

      We will issue the new notes, and we issued the old notes, under an indenture dated as of March 28, 2005 between us and Wilmington Trust Company, as trustee. We refer to the indenture, so supplemented, as the indenture. We have issued, and may in the future issue, other series of debt securities under the indenture. The indenture does not limit the amount of debt that we may issue under the indenture or the amount of other unsecured debt or securities that we may issue.

      As described under “The Exchange Offer — Purpose and Effect of the Exchange Offer,” we have agreed to file this registration statement enabling holders to exchange the old notes for the publicly registered new

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notes. The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that:

•  the new notes will bear a different CUSIP number from the old notes;

•  the new notes will be registered under the Securities Act and therefore will not bear a legend restricting their transfer; and

•  the holders of the new notes will not be entitled to certain rights of the holders of old notes under the registration rights agreement, including provisions which provide for liquidated damages in certain circumstances relating to the timing of the exchange offer.

      The new notes will evidence the same debt as the old notes. The old notes and the new notes will constitute a single issue of securities under the indenture and therefore will vote together as a single class for purposes of determining whether holders of the requisite percentage in aggregate principal amount thereof have taken actions or exercised rights they are entitled to take or exercise under the indenture.

      The following description of the terms of the indenture is a summary. We have summarized only those portions of the indenture and the notes that we believe will be most important to your decision to participate in the exchange offer. You should keep in mind, however, that it is the indenture, and not this summary, which defines your rights as a noteholder. There may be other provisions in the indenture which are also important to you. You should read the indenture for a full description of the terms of the notes. See “Where You Can Find More Information” for information on how to obtain copies of the indenture and the form of the new note.

General

      The notes will be our general unsecured subordinated obligations and will rank equally with all of our other unsecured subordinated obligations from time to time outstanding. The notes will rank junior to all of our existing and future senior indebtedness to the extent and in the manner set forth in the indenture. See “— Subordination.”

      The notes will mature on April 1, 2015. The notes will not be redeemable or subject to any sinking fund for the retirement of principal of the notes prior to maturity.

      The notes will initially be limited to an aggregate principal amount of $100,000,000. We may, without the consent of the holders of the notes, issue an unlimited principal amount of additional notes having identical terms and conditions as the notes. We will only be permitted to issue such additional notes if, at the time of such issuance, we are in compliance with the covenants contained in the indenture. Any additional notes will be part of the same issue as the notes that we are currently offering for exchange and will vote on all matters with the holders of the notes.

Interest

      The notes will bear interest at the annual rate of 5.35% of the principal amount of the notes. Interest will be payable semi-annually in arrears on interest payment dates of April 1 and October 1 of each year to the person in whose name each note is registered at the close of business on the relevant record date, except in the case of defaulted interest. The record dates will be the 15th day of the month immediately preceding the month in which the relevant interest payment date occurs. The first interest payment date for the notes will be October 1, 2005. The period beginning on and including the date the notes are first issued and ending on but excluding October 1, 2005 and each period beginning on and including an interest payment date and ending on but excluding the next interest payment date is an interest period. The amount of interest payable for any interest period will be computed on the basis of a 360-day year of twelve 30-day months.

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      Payments not made on the required date will bear additional interest thereon (to the extent permitted by law) at the rate of 5.35% per year, compounded semi-annually, from the last interest payment date for which interest was paid.

      If an interest payment date or the maturity date falls on a day that is not a business day, the payment of principal or interest will be paid on the next business day, with the same force and effect as if made on such date, and no interest on such payments will accrue from and after such date.

Certain Covenants; Limitations On Dividends

      If any event, act or condition is, or with the giving of notice or the lapse of time, or both, would be, an event of default or a default under the indenture, and we have not taken reasonable steps to cure, then we will not:

•  declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock;

•  make any payment of principal of, or interest, on, or repay, repurchase or redeem any of our debt securities that rank equal with or junior to the notes, other than such payments, repayments, repurchases or redemptions of our debt securities that rank equal with the notes that are made on a pro rata basis with payments, repayments, repurchases or redemptions on the notes; or

•  make any guarantee payments with respect to any guarantee by us of the debt securities of any of our subsidiaries if such guarantee ranks equal with or junior to the notes, other than such payments on guarantees that rank equal with the notes that are made on a pro rata basis with payments on the notes,

      other than:

•  dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, our common stock;

•  any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;

•  as a result of a reclassification of our capital stock or the exchange or conversion of one class or series of our capital stock for another class or series of our capital stock;

•  the purchase of fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and

•  purchases of our common stock related to the issuance of common stock or rights under any of our benefit plans for our directors, officers or employees or any of our dividend reinvestment plans.

Modification; Voting Rights

      From time to time, we, together with the trustee, may, without the consent of the holders of notes, amend the indenture for one or more of the following purposes:

•  to provide for the assumption by a successor corporation of our obligations under the indenture;

•  to add to our covenants and the default provisions for the benefit of the holders of notes;

•  to cure ambiguities, defects or inconsistencies; provided, that any such amendment does not materially adversely affect the interests of the holders of notes;

•  to appoint a successor trustee with respect to the notes;

•  to provide for the issuance of additional notes under the indenture;

•  to qualify and maintain the qualification of the indenture under the Trust Indenture Act;

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•  if necessary, to provide for the issuance of the new notes; and

•  to make any other change that does not adversely affect the interests of any holders of notes in any material respect.

      The indenture permits us and the trustee, with the consent of the holders of a majority in aggregate principal amount of the notes, to modify the indenture in a manner affecting the rights of the holders of the notes; provided, that no modification may, without the consent of the holders of each outstanding note affected:

•  change the maturity date, provide for the redemption of the notes prior to the maturity date or reduce the principal amount of the notes;

•  reduce the rate or extend the time of payment of interest;

•  make the principal of or interest on the notes payable in any coin or currency other than that provided in the notes;

•  impair or affect the right of any holder of the notes to institute suit for the payment thereof; or

•  reduce the percentage of the principal amount of the notes, the holders of which are required to consent to any such modification.

      Except as required by law and the indenture, the holders of the notes will have no voting rights.

Events Of Default; Limited Rights Of Acceleration

      The only “events of default” with respect to the notes under the indenture are certain events related to our bankruptcy or insolvency, whether voluntary or involuntary. If an event of default with respect to the notes occurs and is continuing, the principal amount of all of the notes shall become and be immediately due and payable without any declaration or other action on the part of the trustee or any holder of the notes.

      There is no right of acceleration of the payment of principal of the notes upon a “default” in the payment of interest on the notes or in the performance of any of our covenants or agreements contained in the notes or in the indenture. However, upon a default in the payment of principal of or interest on the notes, holders of notes will have a right to institute suit directly against us for the collection of such overdue payment, without first instituting suit against the trustee or any other person.

      The following are “defaults” with respect to the notes:

•  Default in the payment of principal of the notes when due, whether at maturity, by acceleration of maturity or otherwise;

•  default in the payment of interest on the notes when due, which continues for 30 days;

•  default in the performance, or breach, of any other covenant or agreement contained in the notes or the indenture, which continues for 60 days after written notice is given by the trustee or holders of 25% in aggregate principal amount of the notes of any failure to perform.

      If a “default” or an “event of default” occurs and is continuing under the indenture, the trustee or the holders of not less than 25% in aggregate principal amount of the notes outstanding may seek to enforce its rights and the rights of the holders of the notes by appropriate judicial proceedings, which may include demanding payment of any amounts then due and payable on the notes. The trustee and the holders of notes may not accelerate the maturity of the notes upon the occurrence of a default. They may only accelerate the maturity of the notes upon the occurrence of an event of default described above.

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Consolidation, Merger And Sale Of Assets

      We will not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of our properties and assets to any person, and no person may consolidate with or merge into us or convey, transfer or lease, substantially all of its properties and assets, unless:

•  if we are the surviving person or if we consolidate with or merge into another person or convey or transfer substantially all of our properties and assets to any person, the successor is organized under the laws of the United States of America or any state or the District of Columbia, and the successor expressly assumes our obligations relating to the notes;

•  immediately after giving effect to the transaction, there exists no “event of default,” and no event which, after notice or lapse of time or both, would become an “event of default”; and

•  other conditions described in the indenture are met.

      The general provisions of the indenture do not protect you against transactions, such as a highly leveraged transaction, that may adversely affect you.

Subordination

      Upon any payment or distribution of our assets to creditors upon our liquidation, dissolution, winding up, reorganization, assignment for the benefit of our creditors, marshaling of our assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding involving us, the allocable amounts in respect of the senior indebtedness must be paid in full before the holders of the notes will be entitled to receive or retain any payment in respect thereof.

      No payments on account of principal or interest in respect of the notes may be made if there is a default in any payment with respect to senior indebtedness, or an event of default exists with respect to any senior indebtedness that results in the acceleration of the maturity of the senior indebtedness, or if any judicial proceeding shall be pending with respect to the default.

      Allocable amounts, when used with respect to any senior indebtedness, means all amounts due or to become due on such senior indebtedness less, if applicable, any amount which would have been paid to, and retained by, the holders of such senior indebtedness (whether as a result of the receipt of payments by the holders of such senior indebtedness from us or any other obligor thereon or from any holders of, or trustee in respect of, other indebtedness that is subordinate and junior in right of payment to such senior indebtedness pursuant to any provision of such indebtedness for the payment over of amounts received on account of such indebtedness to the holders of such senior indebtedness or otherwise) but for the fact that such senior indebtedness is subordinate or junior in right of payment to (or subject to a requirement that amounts received on such senior indebtedness be paid over to obligees on) trade accounts payable or accrued liabilities arising in the ordinary course of business.

      Senior indebtedness means the following, whether now outstanding or subsequently created, assumed or incurred:

•  any of our obligations for money borrowed;

•  any of our obligations evidenced by bonds, debentures, notes or other written instruments;

•  any of our reimbursement obligations under letters of credit, bankers’ acceptances or similar facilities;

•  any of our obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);

•  any of our capital lease obligations;

•  any of our obligations under any derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps; and

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•  any obligation of the type listed above of another person and any dividends of another person that is guaranteed by us or for which we are responsible or liable for directly or indirectly, as obligor or otherwise;

but does not include (i) the notes or any additional notes issued pursuant to the indenture, (ii) guarantees or junior subordinated debt securities we issue in connection with trust preferred securities of our special purpose entity subsidiaries, that rank on a parity with or junior to the notes, or (iii) other obligations of ours ranking on a parity with or junior to the notes, including our unsecured subordinated debt.

      As of March 31, 2005, we had $0.1 million of senior indebtedness outstanding. The notes and the indenture do not contain any limitation on the amount of senior indebtedness that we or any of our subsidiaries may hereafter incur.

      We are a financial holding company and substantially all of our assets are held by our direct and indirect subsidiaries. We rely on dividends and other payments or distributions from our subsidiaries to pay the interest on our debt obligations (such as the notes), which interest expense was $0.2 million in the first quarter of 2005, and our non-consolidated operating expenses, which were $12.9 million in the first quarter of 2005. Federal and state bank regulations impose certain restrictions on the ability of our bank subsidiaries to pay dividends directly or indirectly to us, to make any extensions of credit to us or certain of our affiliates and from investing in our stock or securities. These regulations also prevent us from borrowing from our bank subsidiaries unless the loans are secured by collateral. See “Risk Factors”. We are a holding company and may not have access to sufficient cash to make payments on the notes; in addition, banking laws and regulations could limit our access to funds from our subsidiary banks.

      Because we are a holding company, our right and the rights of our creditors, including holders of the notes, to participate in any distribution of assets of any of our subsidiaries upon their liquidation, reorganization or otherwise would be subject to the prior claims of creditors of that subsidiary (except to the extent that we are a creditor with a recognized claim). In the event of any such distribution of assets of our bank subsidiaries; due in part to their status as insured depository institutions, the claims of depositors and other general or subordinated creditors would be entitled to priority over claims of shareholders of such bank subsidiary, including us as its parent holding company and any creditor-of ours, such as holders of the notes. As of March 31, 2004, our subsidiaries had $9.9 billion in long-term debt and other obligations that ranked effectively senior to the notes.

Satisfaction And Discharge

      The indenture provides that when, among other things, all notes not previously delivered to the trustee for cancellation:

•  have become due and payable, or

•  will become due and payable at their stated maturity within one year, and we deposit or cause to be deposited with the trustee, in trust, for the purpose and in an amount sufficient to pay and discharge the entire indebtedness on the notes not previously delivered to the trustee for cancellation, for the principal, and interest to April 1, 2015, then the indenture will cease to be of further effect, and we will be deemed to have satisfied and discharged the indenture with respect to the notes. However, we will continue to be obligated to pay all other sums due under the indenture and to provide the officers’ certificates and opinions of counsel described in the indenture.

Defeasance

      We may at any time terminate all of our obligations under the notes and the indenture, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange

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of the notes. Our obligations will be deemed to have been discharged on the 91st day after the following applicable conditions have been satisfied:

•  we have irrevocably deposited in trust with the trustee or the defeasance agent, if any, money or U.S. government obligations for the payment of principal and interest on the notes to maturity;

•  if the notes are then listed on any national securities exchange, we have delivered to the trustee or defeasance agent an opinion of counsel that our defeasance will not cause the notes to be delisted from such exchange;

•  no default or event of default (or any event which after notice or the lapse of time or both would become a default or an event of default) with respect to the notes shall have occurred and be continuing; and

•  we have delivered to the trustee and the defeasance agent, if any, an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such defeasance had not occurred.

Book-Entry, Delivery And Form

      The new notes will be represented by one or more global notes that will be deposited with and registered in the name of DTC or its nominee. We will not issue certificated notes, except in the limited circumstances described below. Unless it is exchanged for certificated notes, a global note may not be transferred except:

•  by DTC (or any successor depositary) to its nominee;

•  by a nominee of DTC to DTC or another nominee of DTC;

•  by DTC or any nominee of DTC to a successor depositary, or a nominee of the successor depositary;

•  by a successor depositary to its nominee;

•  by a nominee of a successor depositary to the successor depositary or another nominee; or

•  by a successor depositary or any nominee of a successor depositary to another successor depositary or its nominee.

      Transfers of ownership interests in the global notes will be effected only through entries made on the books of DTC participants acting on behalf of beneficial owners. You, as the beneficial owner of new notes, will not receive certificates representing ownership interests in the global notes, except in the event that use of the book-entry system for the new notes is discontinued. You will not receive written confirmation from DTC of your exchange. The direct or indirect participants through whom you exchange the notes should send you written confirmations providing details of your transactions, as well as periodic statements of your holdings. The direct and indirect participants are responsible for keeping accurate account of the holdings of their customers like you. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in the global notes.

      So long as DTC or its nominee is the registered owner and holder of the global notes, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the new notes represented by the global notes for all purposes under the indenture relating to the new notes. Except as provided below, you, as the beneficial owner of interests in the global notes, will not be entitled to have new notes registered in your name, will not receive or be entitled to receive physical delivery of new notes in definitive form and will not be considered the owner or holder thereof under the indenture. Accordingly, you, as the beneficial owner, must rely on the procedures of DTC and, if you are not a DTC participant, on the procedures of the DTC participants through which you own your interest, to exercise any rights of a holder under the indenture.

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      We will issue definitive notes in exchange for the global notes if (1) DTC or a successor depositary is at any time unwilling, unable or ineligible to continue as depositary for the global notes or (2) an event of default has occurred with respect to the new notes and is continuing. In addition, we may at any time and in our sole discretion determine not to have the new notes represented by one or more global notes. If that occurs, we will issue definitive notes in exchange for the global notes.

      Further, we may specify that you may, on terms acceptable to us, the trustee and the depositary, receive definitive notes in exchange for your beneficial interest in a global note. In that instance, you will be entitled to physical delivery of definitive notes equal in principal amount to that beneficial interest and to have the new notes registered in your name.

      Neither we, the trustee, nor any other agent of ours or agent of the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in global notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. DTC’s practice is to credit the accounts of DTC’s direct participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in a security as shown on the records of DTC, unless DTC has reason to believe that it will not receive payment on the payment date. Beneficial owners may experience delays in receiving distributions on their new notes because distributions will initially be made to DTC and they must be transferred through the chain of intermediaries to the beneficial owner’s account. Payments by DTC participants to you will be the responsibility of the DTC participant and not of DTC, the trustee or us. Accordingly, we and any paying agent will have no responsibility or liability for: (1) any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in notes represented by a global securities certificate; (2) any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global securities certificate held through those participants; or (3) the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests.

      Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

      We have been informed that, under DTC’s existing practices, if we request any action of holders of notes, or an owner of a beneficial interest in a global note such as you desires to take any action which a holder of notes is entitled to take under the indenture, DTC would authorize the direct participants holding the relevant beneficial interests to take such action, and those direct participants and any indirect participants would authorize beneficial owners owning through those direct and indirect participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

Denominations, Registration And Transfer

      The new notes will be exchangeable for other notes, in any authorized denominations, of a like aggregate principal amount. You may present new notes for exchange, or for registration of transfer, at the office of the registrar for the notes under the indenture or at the office of any transfer agent we designate for that purpose. You will not incur a service charge but you must pay any taxes and other governmental charges as described in the indenture. We have appointed the trustee as a registrar and transfer agent for the notes under the indenture. We may at any time rescind the designation of any transfer agent that we initially designate or approve a change in the location through which the transfer agent acts. We may at any time designate additional transfer agents.

Payment And Paying Agents

      We will pay principal and interest on your new notes at the office of the trustee in Wilmington, Delaware, or at the office of any paying agent that we may designate.

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      We will pay any interest on the new notes to the registered owner of the new notes at the close of business on the record date for the interest, except in the case of defaulted interest. We may at any time designate additional paying agents or rescind the designation of any paying agent.

      Any moneys deposited with the trustee or any paying agent, or then held by us in trust, for the payment of the principal of and interest on any new note that remains unclaimed for two years after the principal or interest has become due and payable will, at our request, be repaid to us. After repayment to us, you are entitled to seek payment only from us as a general unsecured creditor.

Governing Law

      The indenture is, and the new notes will be, governed by and construed in accordance with the laws of the State of New York.

The Trustee

      Wilmington Trust Company is trustee under the indenture. Wilmington Trust Company also is the exchange agent for the exchange offer.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

      The following discussion is a summary of the material U.S. federal income tax consequences relevant to the exchange of old notes for new notes in the exchange offer and the ownership and disposition of the new notes by holders who acquire the new notes pursuant to the exchange offer. This discussion does not purport to be a complete analysis of all potential tax considerations relating to the new notes. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances. The discussion also does not address the U.S. federal income tax consequences of holders subject to special treatment under U.S. federal income tax laws, such as certain controlled foreign corporations, passive foreign investment companies, banks, thrifts, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, tax-exempt organizations, partnerships and pass-through entities, persons that hold the new notes as part of a straddle, a hedge against currency risk, a conversion transaction, or an integrated or other risk reduction transaction, or persons that have a functional currency other than the U.S. dollar. Moreover, neither the effect of any applicable state, local or foreign tax laws nor the possible application of federal estate and gift taxation or the alternative minimum tax is discussed. In addition, this discussion is limited to initial holders who purchased old notes for cash at original issue and at their “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of notes are sold for cash). This discussion deals only with notes that are held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”).

      If a partnership or other entity treated for tax purposes as a partnership holds new notes, the tax treatment of a partner thereof generally will depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership of owning and disposing of the new notes.

      We have not sought and will not seek any rulings from the Internal Revenue Service (“IRS”) with respect to the matters discussed below. This discussion is based upon the Code, existing and proposed regulations thereunder, IRS rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly on a retroactive basis. The discussion herein does not foreclose the possibility of a contrary decision by the IRS or a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future.

      Holders of old notes should consult their own tax advisors regarding the application of U.S. federal tax laws, as well as the tax laws of any state, local, or foreign jurisdiction, to the exchange offer (and to holding and disposing of the new notes) in light of their particular circumstances.

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Exchange Offer

      The exchange of old notes for the new notes under the terms of the exchange offer will not constitute a taxable exchange. As a result, (1) a holder will not recognize taxable gain or loss as a result of exchanging old notes for the new notes under the terms of the exchange offer, (2) the holder’s holding period of the new notes will include the holding period of the old notes exchanged for the new notes, and (3) a holder’s adjusted tax basis in the new notes will be the same as the adjusted tax basis, immediately before the exchange, of the old notes exchanged for the new notes.

United States Holders

      As used herein, “United States Holder” means a beneficial owner of the new notes who or that is:

•  an individual that is a citizen or resident of the United States;

•  a corporation or other entity taxable as a corporation for United States federal income tax purposes created or organized in or under the laws of the United States or any state thereof (including the District of Columbia);

•  an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•  a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons has the authority to control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, was treated as a United States person prior to such date and has elected to continue to be treated as a United States person.

Interest

      Payments of stated interest on the new notes generally will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder’s method of accounting for U.S. federal income tax purposes.

Additional Payments

      On an optional redemption, we may be obligated to pay amounts in excess of stated interest or principal on the new notes. According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a United States Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. As we believe that the likelihood that we will be obligated to make any such payments is remote, we do not intend to treat the potential payment of a premium pursuant to the optional redemption as part of the yield to maturity of any new notes. Our determination that these contingencies are remote is binding on a United States Holder, unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations, but is not binding on the IRS. Were the IRS to challenge this determination, a United States Holder might be required to accrue income on its new notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a new note before the resolution of the contingencies. In the event a contingency occurs, it would affect the amount and timing of the income recognized by a United States Holder.

Sale or Other Taxable Disposition of the New Notes

      In general, a United States Holder will recognize gain or loss on the sale, exchange (other than in a tax-free transaction), redemption, retirement or other taxable disposition of a new note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income if not previously included in such holder’s income) and the United States Holder’s adjusted tax basis in the new note. A United States Holder’s adjusted tax basis in a new note generally will be the same as the United States Holder’s adjusted tax basis, immediately before the exchange, of the old note exchanged for the new note. This gain or loss generally will be a capital gain or loss, and will be

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a long-term capital gain or loss if the United States Holder’s holding period for the new note is more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. The deductibility of any capital loss is subject to limitation.

Backup Withholding and Information Reporting

      In general, information reporting requirements will apply to payments of interest and principal on the new notes to United States Holders and the receipt of proceeds upon the sale or other disposition of new notes by United States Holders. A United States Holder may be subject to a backup withholding tax. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to information reporting and backup withholding. A United States Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and such holder:

•  fails to furnish its taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number;

•  furnishes an incorrect TIN;

•  is notified by the IRS that it has failed to properly report payments of interest or dividends; or

•  fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding.

      United States Holders should consult their tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

      We will furnish annually to the IRS, and to record holders of the new notes to whom we are required to furnish such information, information relating to the amount of interest paid and the amount of tax withheld, if any, with respect to payments on the new notes.

Non-United States Holders

      The following summary is a general description of certain United States federal income tax consequences to a non-United States Holder (which, for purposes of this discussion, means a holder of a new note that is an individual, corporation or other entity taxable as a corporation for United States federal income tax purposes, estate or trust and not a United States Holder as defined above).

Interest Payments

      United States tax law generally imposes a withholding tax of 30% in respect of interest payments to foreign holders if such interest is not effectively connected with the non-United States Holder’s conduct of a U.S. trade or business. Subject to the discussions of “— Backup Withholding and Information Reporting” below, interest paid to a non-United States Holder will not be subject to U.S. federal withholding tax of 30% (or, if applicable, a lower treaty rate), provided that:

•  such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;

•  such holder is not a controlled foreign corporation that is directly or indirectly related to us through stock ownership;

•  such holder is not a bank that received such note on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

•  either (1) the non-United States Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a “United States person” within the meaning of the Code and

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provides its name and address (generally on IRS Form W-8 BEN), or (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the exchange notes on behalf of the non-United States Holder certifies to us or our paying agent under penalties of perjury that it has received from the non-United States Holder a statement, under penalties of perjury, that such holder is not a “United States person” and provides us or our paying agent with a copy of such statement or (3) the non-United States Holder holds its new notes through a “qualified intermediary” and certain conditions are satisfied.

      Even if the above conditions are not met, a non-United States Holder may be entitled to a reduction in, or exemption from, withholding tax on interest under a tax treaty between the United States and the non-United States Holder’s country of residence. To claim a reduction or exemption under a tax treaty, a non-United States Holder must generally complete IRS Form W-8 BEN and claim the reduction or exemption on the form.

      The certification requirements described above may require a non-United States Holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its U.S. taxpayer identification number.

      Prospective investors should consult their tax advisors regarding the certification requirements for non-United States persons.

Sale or Other Taxable Disposition of Exchange Notes

      Subject to the discussion of “— United States Trade or Business” below, a non-United States Holder generally will not be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a new note. However, a non-United States Holder may be subject to tax on such gain if such holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

United States Trade or Business

      If interest or gain from a disposition of the new notes is effectively connected with a non-United States Holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies and the non-United States Holder maintains a U.S. “permanent establishment” to which the interest or gain is generally attributable), the non-United States Holder may be subject to U.S. federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the new notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided). A foreign corporation that is a holder of a new note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty.

Backup Withholding and Information Reporting

      Generally, we must report to the IRS and to each non-United States Holder the amount of interest paid to such non-United States Holder and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the non-United States Holder resides under the provisions of an applicable income tax treaty. Backup withholding generally will not apply to payments of principal and interest made by us or our paying agent on a new note to a non-United States Holder if the non-United States Holder has provided the required certification that it is not a United States person (provided that neither we nor our agents have actual knowledge or reason to know that the holder is a United States person).

      Information reporting and, depending on the circumstances, backup withholding may apply to the proceeds of a sale of new notes made within the United States or conducted through certain United States-related financial intermediaries, unless the non-United States Holder certifies under penalties of perjury that it

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is not a United States person (and the payor does not have actual knowledge or reason to know that the non-United States Holder is a United States person), or the non-United States Holder otherwise establishes an exemption.

      Non-United States Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury Regulations. In this regard, the current Treasury Regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reasons to know that the certification is false. Any amounts withheld under the backup withholding rules from a payment to a non-United States Holder will be allowed as a credit against the holder’s U.S. federal income tax liability or may be claimed as a refund, provided the required information is furnished timely to the IRS.

ERISA CONSIDERATIONS

      The following is a general summary based upon provisions of The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and related regulations and administrative interpretations as of the date hereof. This summary does not purport to be complete, and no assurance can be given that future legislation, court decisions, administrative regulations, rules or administrative pronouncements will not significantly modify the requirements summarized herein. Any such changes may be retroactive and may thereby apply to transactions entered into prior to the date of the enactment or release of any such change.

EACH PROSPECTIVE PURCHASER THAT MAY BE SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE IS URGED TO CONSULT WITH ITS OWN COUNSEL ABOUT THE POTENTIAL CONSEQUENCES OF AN INVESTMENT IN THE NOTES UNDER SUCH LAWS.

      ERISA imposes certain requirements on “employee benefit plans” (as defined in Section 3(3) of ERISA) subject to ERISA, including entities such as collective investment funds whose underlying assets include the assets of such plans (collectively, “ERISA Plans”), and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversification and the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the ERISA Plan. The prudence of a particular investment must be determined by the responsible fiduciary of an ERISA Plan by taking into account the ERISA Plan’s particular circumstances and all of the facts and circumstances of an investment in a note including, but not limited to, the matters discussed above under “Risk Factors” and the fact that in the future there may be no market in which such ERISA Plan will be able to sell or otherwise dispose of any note it may purchase.

      Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans, as well as individual retirement accounts and Keogh plans subject to Section 4975 of the Code (“Plans”), from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code (“Parties in Interest”) with respect to certain Plans. As a result of our business we, or our affiliates, may be a Party in Interest with respect to certain Plans. Where we are a Party in Interest with respect to a Plan, the purchase and holding of the notes by or on behalf of the Plan may be a prohibited transaction under Section 406(a)(l) of ERISA and Section 4975(c)(l) of the Code, unless exemptive relief were available under an applicable administrative exemption (as described below) or there was some other basis on which the transaction was not prohibited.

      Accordingly, the notes may not be purchased or held by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchaser or holder is eligible for the exemptive relief available under Prohibited Transaction Class Exemption (“PTCE”) 96-23, 95-60, 91-38, 90-1 or 84-14 issued by the U.S. Department of Labor or there is some other basis on which the purchase and holding of the notes by the Plan Asset Entity is not prohibited. Any purchaser or holder of the notes or any interest therein will be

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deemed to have represented by its purchase and holding thereof that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing the notes on behalf of or with “plan assets” of any Plan or (b) its purchase and holding of the notes is eligible for the exemptive relief available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or such purchase and holding is otherwise not prohibited.

      Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) or ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to these “prohibited transaction” rules of ERISA or Section 4975 of the Code, but may be subject to similar rules under other applicable laws or documents.

      Due to the complexity of the applicable rules, it is particularly important that any Plan fiduciaries or other persons proposing to cause a Plan to purchase notes should consult with their legal counsel regarding the relevant provisions of ERISA and the Code and the availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

      The sale of any notes to a Plan is in no respect a representation by any party or entity that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.

PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities.

      We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 90 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that reasonably requests such documents in the letter of transmittal. We have agreed to pay certain expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify certain holders of the notes against certain liabilities, including liabilities under the Securities Act.

      Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the

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Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•  such new notes are acquired in the ordinary course of business,

•  at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such new notes, and

•  such holder is not engaged in, and does not intend to engage in, a distribution of such notes.

      We have not sought, and do not intend to seek, a no-action letter from the SEC with respect to the effects of the exchange offer, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the new notes as it has in such no-action letters.

LEGAL OPINIONS

      The validity of the new notes offered hereby has been passed upon for us by Thacher, Proffitt & Wood LLP.

EXPERTS

      The consolidated financial statements of Fulton Financial Corporation as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

      The audit report on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004, contains an explanatory paragraph that states Fulton Financial Corporation acquired First Washington FinancialCorp. on December 31, 2004, and management excluded from its assessment of the effectiveness of Fulton Financial Corporation’s internal control over financial reporting as of December 31, 2004, First Washington FinancialCorp.’s internal control over financial reporting associated with total assets of approximately $585 million and total revenues of $0 included in the consolidated financial statements of Fulton Financial Corporation as of and for the year ended December 31, 2004. The audit of internal control over financial reporting of Fulton Financial Corporation also excluded an evaluation of the internal control over financial reporting for First Washington FinancialCorp.

WHERE YOU CAN FIND MORE INFORMATION

      Fulton is subject to the informational requirements of the Securities Exchange Act of 1934, and files reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, proxy statements and other information that Fulton files at the Securities and Exchange Commission’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room. Fulton’s Securities and Exchange Commission filings are also available on the Securities and Exchange Commission’s Internet site at http://www.sec.gov. You can also inspect reports, proxy statements and other information concerning Fulton at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. Additionally, Fulton’s Internet site is www.fult.com.

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INCORPORATION BY REFERENCE

      As permitted by the SEC, the following documents are incorporated by referenced in this document:

•  Annual Report on Form 10-K, filed March 16, 2005, for the year ended December 31, 2004;

•  Quarterly Report on Form 10-Q, filed May 10, 2005, for the period ended March 31, 2005;

•  Current Reports on Form 8-K filed: January 3, 2005, January 12, 2005, January 18, 2005, March 2, 2005, March 16, 2005, March 22, 2005, March 24, 2005, March 31, 2005, April 13, 2005, May 5, 2005, June 9, 2005, June 15, 2005, June 24, 2005, June 27, 2005, July 1, 2005, July 5, 2005, July 19, 2005, July 26, 2005, July 27, 2005 and July 29, 2005.

      All documents filed by Fulton pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this document and prior to the date of the special meeting are also are incorporated by reference into this document and will be deemed to be a part hereof from the date of filing of such documents.

      Any statement contained in a document that is incorporated by reference will be deemed to be modified or superseded for all purposes to the extent that a statement contained herein (or in any other document that is subsequently filed with the Securities and Exchange Commission and incorporated by reference) modifies or is contrary to that previous statement.

      We may have sent you some of the documents incorporated by reference, but you can obtain any of them through us or the Securities and Exchange Commission. Documents incorporated by reference are available from Fulton without charge, excluding all exhibits unless we have specifically incorporated an exhibit into this document by reference. You may obtain documents incorporated by reference in this document, by requesting them in writing or by telephone from: Fulton Financial Corporation, One Penn Square, Lancaster, PA 17604, Attention: Mark A. Crowe (telephone number (717) 291-2411). In order to ensure timely delivery of such documents, any request should be made by August 26, 2005.

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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		i
FORWARD-LOOKING STATEMENTS		i
PROSPECTUS SUMMARY		1
	Fulton Financial Corporation	1
	Acquisition of SVB Financial Services	1
	Acquisition of Columbia Bancorp	1
	The Exchange Offer	1
	The New Notes	4
	Selected Financial Information	6
	Ratio Of Earnings To Fixed Charges	7
RISK FACTORS		8
	Risks Related to the Exchange Offer	8
	Risks Related to Your Investment in the New Notes	8
	Risk Factors Relating to Our Business	10
USE OF PROCEEDS		13
CAPITALIZATION		14
THE EXCHANGE OFFER		15
	Purpose And Effect Of The Exchange Offer	15
	Terms Of The Exchange Offer	15
	Expiration Date, Extensions, Termination And Amendments	16
	Conditions To The Exchange Offer	17
PROCEDURES FOR TENDERING		18
	General	18
	Guaranteed Delivery Procedures	19
	Withdrawal Of Tenders	20
	Exchange Agent	20
FEES AND EXPENSES		21
ACCOUNTING TREATMENT		21
CONSEQUENCES OF FAILING TO TENDER OLD NOTES IN THE EXCHANGE OFFER		21
SHELF REGISTRATION STATEMENT		22
LIQUIDATED DAMAGES		23
REGULATORY REQUIREMENTS		23
DESCRIPTION OF THE NEW NOTES		23
	General	24
	Interest	24
	Certain Covenants; Limitations On Dividends	25
	Modification; Voting Rights	25
	Events Of Default; Limited Rights Of Acceleration	26
	Consolidation, Merger And Sale Of Assets	27
	Subordination	27
	Satisfaction And Discharge	28
	Defeasance	28
	Book-Entry, Delivery And Form	29
	Denominations, Registration And Transfer	30
	Payment And Paying Agents	30
	Governing Law	31
	The Trustee	31
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		31
ERISA CONSIDERATIONS		35
PLAN OF DISTRIBUTION		36
LEGAL OPINIONS		37
EXPERTS		37
WHERE YOU CAN FIND MORE INFORMATION		37
INCORPORATION BY REFERENCE		38
SIGNATURES		II-3
OPINION OF THACHER, PROFITT & WOOD LLP RE: LEGALITY
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
CONSENT OF KPMG LLP
STATEMENT OF ELIGIBILITY
FORM OF LETTER OF TRANSMITTAL
FORM OF NOTICE OF GUARANTEED DELIVERY
FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
FORM OF LETTER TO CLIENTS

$100,000,000

OFFER TO EXCHANGE UP TO $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR 5.35% SUBORDINATED NOTES DUE APRIL 1, 2015 (SERIES B), WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF THE $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF OUR OUTSTANDING UNREGISTERED 5.35% SUBORDINATED NOTES DUE APRIL 1, 2015 (SERIES A)

PROSPECTUS

          UNTIL 25 CALENDAR DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS THAT EFFECT TRANSACTIONS IN THE NOTES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS’ OBLIGATIONS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

August 5, 2005

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.

      Pennsylvania law provides that a Pennsylvania corporation may indemnify directors, officers, employees and agents of the corporation against liabilities they may incur in such capacities for any action taken or any failure to act, whether or not the corporation would have the power to indemnify the person under any provision of law, unless such action or failure to act is determined by a court to have constituted recklessness or willful misconduct. Pennsylvania law also permits the adoption of a bylaw amendment, approved by shareholders, providing for the elimination of a director’s liability for monetary damages for any action taken or any failure to take any action unless (1) the director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

      The bylaws of Fulton Financial provide for (1) indemnification of directors, officers, employees and agents of the registrant and its subsidiaries and (2) the elimination of a director’s liability for monetary damages, to the fullest extent permitted by Pennsylvania law.

      Directors and officers are also insured against certain liabilities for their actions, as such, by an insurance policy obtained by Fulton Financial.

Item 21. Exhibits and Financial Statement Schedules.

      (a) Exhibits.

      See Exhibit Index.

      (b) Financial Statement Schedules.

      None required.

Item 22. Undertakings.

      (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any fact or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

      PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the information to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-1

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

      (d) (1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

      (2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the bylaws of the registrant, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      (f) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      (g) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 1 to this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, Commonwealth of Pennsylvania, on this 2^nd day of August, 2005.

FULTON FINANCIAL CORPORATION

By: /s/ R. Scott Smith, Jr.

                                             R. Scott Smith, Jr.

                              Title:     President and Chief Operating Officer

      Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
* /s/ Jeffrey G. Albertson Jeffrey G. Albertson	Director	August 2, 2005
* /s/ Donald M. Bowman, Jr. Donald M. Bowman, Jr.	Director	August 2, 2005
* /s/ Beth Ann L. Chivinski Beth Ann L. Chivinski	Executive Vice President and Controller (Principal Accounting Officer)	August 2, 2005
* /s/ Craig A. Dally Craig A. Dally	Director	August 2, 2005
*/s/ R. Scott Smith, Jr. R. Scott Smith, Jr., attorney-in-fact

II-3

Signature	Capacity	Date
* /s/ Clark S. Frame Clark S. Frame	Director	August 2, 2005
* /s/ Patrick J. Freer Patrick J. Freer	Director	August 2, 2005
* /s/ Rufus A. Fulton, Jr. Rufus A. Fulton, Jr.	Chairman of the Board, Chief Executive Officer, and Director (Principal Executive Officer)	August 2, 2005
* /s/ Eugene H. Gardner Eugene H. Gardner	Director	August 2, 2005
George W. Hodges	Director	August 2, 2005
* /s/ Carolyn R. Holleran Carolyn R. Holleran	Director	August 2, 2005
* /s/ Clyde W. Horst Clyde W. Horst	Director	August 2, 2005
* /s/ Thomas W. Hunt Thomas W. Hunt	Director	August 2, 2005
Willem Kooyker	Director	August 2, 2005
* /s/ Donald W. Lesher, Jr. Donald W. Lesher, Jr.	Director	August 2, 2005
* /s/ Joseph J. Mowad, M.D. Joseph J. Mowad, M.D.	Director	August 2, 2005
* /s/ R. Scott Smith, Jr. R. Scott Smith, Jr., attorney-in-fact

II-4

Signature	Capacity	Date
* /s/ Charles J. Nugent Charles J. Nugent	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 2, 2005
* /s/ Abraham S. Opatut Abraham S. Opatut	Director	August 2, 2005
* /s/ Mary Ann Russell Mary Ann Russell	Director	August 2, 2005
John O. Shirk	Director	August 2, 2005
/s/ R. Scott Smith, Jr. R. Scott Smith, Jr.	President, Chief Operating Officer and Director	August 2, 2005
* /s/ Gary A. Stewart Gary A. Stewart	Director	August 2, 2005
*/s/ R. Scott Smith, Jr. R. Scott Smith, Jr., attorney-in-fact

II-5

EXHIBIT INDEX

Exhibit
No.			Description
	4	.1	Indenture, dated as of March 28, 2005, between Fulton Financial Corporation (“Fulton”) and Wilmington Trust Company as Trustee (incorporated herein by reference to Exhibit 4.1 to Fulton’s Form 8-K Current Report, filed March 31, 2005).
	4	.2	Registration Rights Agreement, dated as of March 28, 2005, between Fulton, Sandler O’Neil and the other initial purchasers named therein (incorporated by reference to Exhibit 4.2 to Fulton’s Form 8-K Current Report, filed March 31, 2005).
	4	.3	Form of 5.35% Subordinated Note due April 1, 2015 (Series B), included in Exhibit 4.1.
	5	.1	Opinion of Thacher, Proffitt & Wood LLP re: Legality
	12	.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges.
	23	.1	Consent of KPMG LLP
	23	.2	Consent of Thacher, Proffitt & Wood LLP (included in Exhibit 5.1)
	24	.1	Power of Attorney (included as part of the Signature Page)
	25	.1	Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust Company, as Trustee
	99	.1	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery
	99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
	99	.4	Form of Letter to Clients

EX-5.1

                                                                     Exhibit 5.1


                                      August 3, 2005




Fulton Financial Corporation
One Penn Square
Lancaster, PA  17604

                          Re:       Fulton Financial Corporation
                                    Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as special counsel to Fulton Financial Corporation, a
Pennsylvania corporation (the "Corporation") in connection with the filing by
the Corporation with the Securities and Exchange Commission (the "Commission")
of an exchange offer registration statement (the "Registration Statement") on
Form S-4 under the Securities Act of 1933, as amended (the "Act"), relating to
the issuance of up to $100 million principal amount of 5.35% Subordinated Notes
due April 1, 2015, Series B (the "Exchange Securities"), by the Corporation
pursuant to the Indenture, dated as of March 28, 2005 (the "Indenture"), between
the Corporation and Wilmington Trust Company, as Trustee.

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used and not
defined herein shall have the respective meanings set forth in the Registration
Statement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following:


         (i) Copy of the Registration Statement on Form S-4 filed by the
Corporation with the Commission on June 22, 2005 under the Act;



         (ii) Copy of Amendment No. 1 to the Registration Statement on Form S-4
filed by the Corporation with the Commission on August 3, 2005 under the Act;



         (iii) Executed copy of the Indenture;



         (iv) Form of certificate evidencing the Exchange Securities; and



         (v) Executed copy of the Registration Rights Agreement, dated as of
March 28, 2005 (the "Registration Rights Agreement"), by and among the
Corporation and the Initial Purchasers.



Fulton Financial Corporation
August 3, 2005                                                            Page 2



We have also examined such other documents, corporate records, certificates and
other instruments, and have examined such matters of law, as we have deemed
appropriate for the purpose of rendering the opinion expressed below.

         Where we have deemed appropriate, we have relied upon representations
or certifications of officers of the Corporation. We have assumed the accuracy
of all statements of fact therein and in the documents listed above, and we have
not made any independent investigation thereof. We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to the
originals and authenticity of all documents submitted to us as copies. In making
our examination of any documents, we have assumed that all parties had the
corporate power and authority to enter into and perform all obligations
thereunder, and, as to such parties, we have also assumed the due authorization
by all requisite action, the due execution and delivery of such documents and,
except for the Exchange Securities, the validity and binding effect and
enforceability thereof.

         This opinion letter is based upon our review of the documents referred
to herein. In rendering this opinion letter, except for any matter that is
specifically addressed in the opinion expressed below, we have made no inquiry,
have conducted no investigation and assume no responsibility with respect to the
accuracy of and compliance by the parties thereto with the representations,
warranties and covenants as to factual matters contained in any document. Each
assumption herein is made and relied upon with your permission and without
independent investigation. The attorneys in this firm who are directly involved
in the representation of parties to the transactions to which this opinion
letter relates, after such consultation with such other attorneys in this firm
as they deemed appropriate, have no actual present knowledge of the inaccuracy
of any fact relied upon in rendering this opinion letter.

         In rendering this opinion letter, we do not express any opinion
concerning any law other than the laws of the State of New York and the federal
laws of the United States of America. Any opinion expressed below to the effect
that any agreement is valid, binding and enforceable relates only to an
agreement that designates therein the laws of the State of New York as the
governing law thereof. We do not express any opinion herein with respect to any
matter not specifically addressed in the opinion expressed below, including
without limitation (i) any statute, regulation or provision of law of any
county, municipality or other political subdivision or any agency or
instrumentality thereof or (ii) the "doing business," securities or tax laws of
any jurisdiction, other than the federal securities laws of the United States.
As to matters involving the laws of the State of Pennsylvania, we have made no
independent investigation thereof and, with your permission, have relied upon
the opinion of Barley, Snyder LLC, upon which opinion we believe it is
reasonable to rely.

         Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that when the Indenture
has been qualified under the Trust Indenture Act of 1939, as amended, and when
the Exchange Securities are executed, authenticated and delivered in the manner
provided for in the exchange offer as contemplated in the Registration Rights
Agreement, the Exchange Securities will be legally issued, fully paid and
nonassessable and will constitute valid and binding obligations of the
Corporation and will entitle the holders thereof to the benefits of the
Indenture, enforceable against the Corporation in accordance with their terms,
except as rights to indemnity and contribution thereunder may be limited under
applicable law or public policy, and subject to the qualifications that (i)


Fulton Financial Corporation
August 3, 2005                                                            Page 3



enforcement thereof may be limited by bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, moratorium or other laws
(including the laws of fraudulent conveyance and transfer) or judicial decisions
affecting the enforcement of creditors' rights generally or the reorganization
of financial institutions and (ii) the enforceability of the Corporation's
obligations thereunder is subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and to the effect of certain laws and judicial decisions upon the availability
and enforceability of certain remedies, including the remedies of specific
performance and self-help.

         We assume no obligation to revise, supplement or withdraw this opinion
letter, or otherwise inform the Corporation or other person or entity, with
respect to any change occurring subsequent to the delivery hereof in any
applicable fact or law or any judicial or administrative interpretation thereof,
even though such change may affect a legal analysis or conclusion contained
herein.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Opinions" in the prospectus which is part of the Registration Statement.

                                      Very truly yours,

                                     /s/ Thacher Proffitt & Wood LLP

EX-12.1

                                                                      Exhibit 12


                          Fulton Financial Corporation
                Computation of Ratio of Earnings to Fixed Charges
                             (dollars in thousands)




                                                   Quarter Ended                                 Year Ended
                                                      March 31                                   December 31
                                                  2005        2004          2004        2003         2002        2001        2000
                                                                                                       
Income before taxes, extraordinary items
   and cumulative effect of changes in
   accounting principles                        $ 59,570     $50,993       $218,181    $197,543     $189,416    $159,956    $151,271
                                             ------------------------   ------------------------------------------------------------

Fixed charges:
   Interest on Deposits                         $ 27,808     $20,350       $ 89,779    $ 94,198     $125,394    $186,969    $187,601
   Interest on borrowings                       $ 14,754     $10,619       $ 46,215    $ 36,896     $ 32,825    $ 40,993    $ 56,273
                                             ------------------------   ------------------------------------------------------------

     Total fixed charges                        $ 42,562     $30,969       $135,994    $131,094     $158,219    $227,962    $243,874
                                             ------------------------   ------------------------------------------------------------

Income before taxes, extraordinary items
   and cumulative effect of changes in
   accounting principles and fixed charges      $102,132     $81,962       $354,175    $328,637     $347,635    $387,918    $395,145
                                             ------------------------   ------------------------------------------------------------

Ratio of earning to fixed charges                    2.4         2.7            2.6         2.5          2.2         1.7         1.6

Income before taxes, extraordinary items
   and cumulative effect of changes in
   accounting principles and fixed charges
    less interest on deposits                   $ 74,324     $61,612       $264,396    $234,439     $222,241    $200,949    $207,544
                                             ------------------------   ------------------------------------------------------------

Ratio of earning to fixed charges less
   interest on deposits                              5.0         5.8            5.7         6.4          6.8         4.9         3.7

EX-23.1

                                                                    Exhibit 23.1



            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Fulton Financial Corporation:

We consent to the use of our reports dated February 22, 2005, with respect to
the consolidated balance sheets of Fulton Financial Corporation as of December
31, 2004 and 2003, and the related consolidated statements of income,
shareholders' equity and comprehensive income, and cash flows for each of the
years in the three-year period ended December 31, 2004, management's assessment
of the effectiveness of internal control over financial reporting as of December
31, 2004, and the effectiveness of internal control over financial reporting as
of December 31, 2004, incorporated herein by reference and to the reference to
our firm under the heading "Experts" in the prospectus.

Our report dated February 22, 2005, on management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting as of December 31, 2004, contains
an explanatory paragraph that states Fulton Financial Corporation acquired First
Washington FinancialCorp. on December 31, 2004, and management excluded from its
assessment of the effectiveness of Fulton Financial Corporation's internal
control over financial reporting as of December 31, 2004, First Washington
FinancialCorp.'s internal control over financial reporting associated with total
assets of approximately $585 million and total revenues of $0 included in the
consolidated financial statements of Fulton Financial Corporation as of and for
the year ended December 31, 2004. Our audit of internal control over financial
reporting of Fulton Financial Corporation also excluded an evaluation of the
internal control over financial reporting for First Washington FinancialCorp.

/s/ KPMG LLP
Harrisburg, Pennsylvania
August 3, 2005

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

WILMINGTON TRUST COMPANY

(Exact name of Trustee as specified in its charter)

Delaware	51-0055023
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

1100 North Market Street

Wilmington, Delaware 19890-0001

(302) 651-1000

(Address of principal executive offices)

Cynthia L. Corliss

Vice President and Assistant General Counsel

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8516

(Name, address, including zip code, and telephone number,

including area code, of agent of service)

FULTON FINANCIAL CORPORATION

(Exact name of obligor as specified in its charter)

Pennsylvania	23-2195389
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

One Penn Square

Lancaster, Pennsylvania 17602

(717) 291-2411

(Address of principal executive offices)

Rufus A. Fulton, Jr.	Paul G. Mattani
Chairman and Chief Executive Officer	Kimberly J. Decker
One Penn Square	Barley Snyder LLC
Lancaster, Pennsylvania 17602	126 East King Street
	Lancaster, Pennsylvania 17602
	(717) 299-5201

(Name, address and telephone number of agent of service)

5.35% Subordinated Notes due April 1, 2015 (Series B)

(Title of the Indenture Securities)

ITEM 1. GENERAL INFORMATION.

      Furnish the following information as to the trustee:

      (a) Name and address of each examining or supervising authority to which it is subject.

Federal Deposit Insurance Co.	State Bank Commissioner
Five Penn Center	Dover, Delaware
Suite #2901
Philadelphia, PA

      (b) Whether it is authorized to exercise corporate trust powers.

      The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

      If the obligor is an affiliate of the trustee, describe each affiliation:

      Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

ITEM 16. LIST OF EXHIBITS.

      List below all exhibits filed as part of this Statement of Eligibility and Qualification.

      1. Copy of the Charter of Wilmington Trust Company, which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3).

      4. Copy of By-Laws of Wilmington Trust Company.

      6. Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act.

      7. Copy of most recent Report of Condition of Wilmington Trust Company.

      Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 23rd day of May, 2005.

[SEAL]	WILMINGTON TRUST COMPANY
Attest: /s/ Kristin F. Long	By: /s/ Denise M. Geran
Assistant Secretary	Name: Denise M. Geran Title:   Vice President

2

EXHIBIT 1

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

      Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

      First: — The name of this corporation is Wilmington Trust Company.

      Second: — The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

      Third: — (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

      (1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

      (2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

      (3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

      (4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

      (5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

      (6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

      (7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

      (8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

      (9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

      (10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

      (11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of

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Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

      (b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

      (1) To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

      (2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

      (3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

      (4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

      (5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

      (6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

      Fourth: — (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

      (1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

      (2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

      (b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and

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other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

      (1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

      (2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

      (3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

      (4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

      (5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

      (6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

      (7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

      (c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

      (2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

      (3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article

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Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

      (d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

      (e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

      (f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

      (g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

      (h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

      Fifth: — (a) The business and affairs of the Corporation shall be conducted and managed by a Board of Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

      (b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created

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directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

      (c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

      (d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

      (e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

      (f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

      (g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

      Sixth: — The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

      Seventh: — The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

      Eighth: — This Act shall be deemed and taken to be a private Act.

      Ninth: — This Corporation is to have perpetual existence.

      Tenth: — The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

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      Eleventh: — The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

      Twelfth: — The Corporation may transact business in any part of the world.

      Thirteenth: — The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

      Fourteenth: — Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.

      Fifteenth: — (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

      (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

      (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

      (C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

      (D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

      (E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

      (2) The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

      (b) The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is

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required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

      (c) For the purposes of this Article Fifteenth:

      (1) A “person” shall mean any individual, firm, corporation or other entity.

      (2) “Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

      (A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

      (B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

      (C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

      (3) A person shall be the “beneficial owner” of any Voting Shares:

      (A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

      (B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

      (C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

      (4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

      (5) “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

      (6) “Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

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      (d) majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

      (e) Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

      Sixteenth: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

      Seventeenth: (a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

      (b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on December 16, 2004

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE 1

Stockholders’ Meetings

      Section 1.     Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

      Section 2.     Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

      Section 3.     Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

      Section 4.     Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

      Section 1.     Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

      Section 2.     Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

      Section 3.     Qualification. In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

      Section 4.     Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

      Section 5.     Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

      Section 6.     Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

      Section 7.     Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

      Section 8.     Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

      Section 9.     Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

      Section 10.     Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

      Section 11.     Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

      Section 12.     Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE 3

Committees of the Board of Directors

      Section 1.     Audit Committee.

      (A) The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

      (B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

      (C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

      Section 2.     Compensation Committee.

      (A) The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

2

      (B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

      (C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

      Section 3.     Nominating and Corporate Governance Committee.

      (A) The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

      (B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

      (C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

      Section 4.     Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

      Section  5.     Associate Directors.

      (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

      (B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

      Section 6.     Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4

Officers

      Section 1.     Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

      Section 2.     Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

      Section 3.     President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may

3

assign to him from time to time. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

      Section 4.     Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

      Section 5.     Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

      Section 6.     Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

      Section 7.     Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

      Section 8.     Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

      There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

      Section 9.     Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

      There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

      Section 10.     Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

      Section 11.     Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

4

      Section 12.     Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

ARTICLE 5

Stock and Stock Certificates

      Section 1.     Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

      Section 2.     Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

      Section 3.     Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6

Seal

      The corporate seal of the Company shall be in the following form:

      Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

      The fiscal year of the Company shall be the calendar year.

ARTICLE 8

Execution of Instruments of the Company

      The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or

5

representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9

Compensation of Directors and Members of Committees

      Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10

Indemnification

      Section 1.     Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

      The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

      Section 2.     Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

      Section 3.     Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the

6

request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

      Section 4.     Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

      Section 5.     Reduction of Amount. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

      Section 6.     Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

      These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

ARTICLE 12

Miscellaneous

      Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT 6

Section 321(b) Consent

      Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

WILMINGTON TRUST COMPANY

By: /s/ Denise M. Geran

Name: Denise M. Geran

Title: Vice President

Dated: May 25, 2005

EXHIBIT 7

NOTICE

      This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY of WILMINGTON

               Name of Bank                                     City

in the State of DELAWARE, at the close of business on March 31, 2005.

		Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coins		102,921
	Interest-bearing balances		0
Held-to-maturity securities			2,816
Available-for-sale securities			1,491,452
Federal funds sold in domestic offices			509,000
Securities purchased under agreements to resell			12,683
Loans and lease financing receivables:
	Loans and leases held for sale		0
	Loans and leases, net of unearned income		6,329,568
	LESS: Allowance for loan and lease losses		80,581
	Loans and leases, net of unearned income, allowance, and reserve		6,248,987
Assets held in trading accounts			0
Premises and fixed assets (including capitalized leases)			138,374
Other real estate owned			199
Investments in unconsolidated subsidiaries and associated companies			1,411
Customers’ liability to this bank on acceptances outstanding			0
Intangible assets:
	a. Goodwill		157
	b. Other intangible assets		9,871
Other assets			161,896
Total assets			8,679,767

2

		Thousands of dollars
LIABILITIES
Deposits:
In domestic offices			6,725,370
	Noninterest-bearing		1,021,512
	Interest-bearing		5,703,858
Federal funds purchased in domestic offices			114,939
Securities sold under agreements to repurchase			284,344
Trading liabilities (from Schedule RC-D)			0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:			728,670
Bank’s liability on acceptances executed and outstanding			0
Subordinated notes and debentures			0
Other liabilities (from Schedule RC-G)			140,646
Total liabilities			7,993,969
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common Stock			500
Surplus (exclude all surplus related to preferred stock)			112,358
a. Retained earnings			610,075
b. Accumulated other comprehensive income			(37,135	)
Total equity capital			685,798
Total liabilities, limited-life preferred stock, and equity capital			8,679,767

3 EX-99.1 6 w09497a1exv99w1.htm FORM OF LETTER OF TRANSMITTAL

Exhibit 99.1

LETTER OF TRANSMITTAL

EXCHANGE OFFER

FOR

ALL OUTSTANDING

5.35% SENIOR NOTES DUE APRIL 1, 2015 (SERIES A)

OF

FULTON FINANCIAL CORPORATION

Pursuant to the Prospectus dated August 5, 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2005 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2005.

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST COMPANY

By Hand or Overnight Delivery

or

By Registered or Certified Mail:

Wilmington Trust Company,

as Exchange Agent

Rodney Square North

1100 North Market Street

M/S 1615

Wilmington, Delaware 19890-0001

Attn: Corporate Capital Markets

Fulton Financial Corporation Exchange Offer

Facsimile Transmission Number: (302) 636-4145

Confirm by Telephone: (302)636-6470

For Information: (302)636-6470

      IF YOU DELIVER THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMIT INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, SUCH DELIVERY OR INSTRUCTIONS WILL NOT BE EFFECTIVE. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

      The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

      Fulton Financial Corporation (the “Company”) is offering, upon the terms and subject to the conditions set forth in the Prospectus, dated August 5, 2005 (the “Prospectus”), and in this Letter of Transmittal (which, together with any supplements or amendments hereto or thereto, collectively constitute the “Exchange Offer”) to exchange up to $100,000,000 aggregate principal amount of its 5.35% Series B Senior Notes due April 1, 2015 (Series B) (the “Exchange Notes”) which have been registered under the Securities Act for a like aggregate principal amount of its original unregistered 5.35% Subordinated Notes due April 1, 2015 (Series A) (the “Original Notes”). Terms used herein with initial capital letters but not otherwise defined herein have the respective meanings ascribed to them in the Prospectus.

      This Letter of Transmittal is to be completed by holders of Original Notes (i) if certificates representing Original Notes (“Certificates”) are to be forwarded herewith or (ii) unless an agent’s message (as defined in the Prospectus) is utilized, if delivery of Original Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in the Prospectus under the caption “Procedures for Tendering — General.” Holders whose Certificates are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “Procedures for Tendering — Guaranteed Delivery Procedures.” See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

      List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amount of Original Notes on a separate signed schedule and affix the list to this Letter of Transmittal.

DESCRIPTION OF ORIGINAL NOTES
		Aggregate
		Principal Amount	Aggregate
		of Original Notes	Principal Amount
Name(s) and Address(es) of Registered Holders	Certificate	Represented by	of Original Notes
(Please Complete, if Blank)	Number(s)*	Certificate(s)	Tendered**
Total Principal
Amount Tendered:
* Need not be completed if Original Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered the entire principal amount of its Original Notes. Original Notes may be tendered in whole or in part but only in denominations of $100,000 and integral multiples of $1,000 in excess thereof.

o    CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution: 

    Account Number: 

    Transaction Code Number: 

By crediting the Original Notes to the Exchange Agent’s account at the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange

Offer, including transmitting to the Exchange Agent a computer-generated agent’s message in which the holder of the Original Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such Original Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

o    CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

    Name(s) of Registered Holder(s) of Original Notes:

    Window Ticket Number (if any): 

    Date of Execution of Notice of Guaranteed Delivery: 

    Name of Institution that Guaranteed Delivery:

    If Delivered by Book-Entry Transfer, Complete the Following:

    Account Number: 

    Transaction Code Number:

o    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING.

    Name: 

    Address: 

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      On the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby (i) sells, assigns, and transfers to, or upon the order of, the Company all right, title, and interest in and to the Original Notes tendered hereby and (ii) irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to such Original Notes, with full power of substitution (such power of attorney deemed to be an irrevocable power of attorney coupled with an interest) subject only to the right of withdrawal described in the prospectus, to (a) deliver Certificates evidencing such Original Notes, or transfer ownership of such Original Notes on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (b) present such Original Notes for transfer on the books of the registrar for the Original Notes, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign, transfer, and exchange the Original Notes tendered hereby and that, when the same are accepted by the Company for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims. The undersigned hereby further represents that (i) any Exchange Notes acquired in exchange for Original Notes tendered hereby are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the holder of such Original Notes, (ii) neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of the Exchange Notes, (iii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and (iv) neither the undersigned nor any such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company, or, if either is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act. If the undersigned is a broker-dealer that is to receive Exchange Notes for its own account in exchange for Original Notes, it further represents that such Original Notes were acquired as a result of market-making activities or other trading activities, and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” with respect to such Exchange Notes within the meaning of the Securities Act.

      The undersigned acknowledges that this Exchange Offer is being made in reliance upon interpretations by the staff of the Securities and Exchange Commission, as set forth in no-action letters issued to third parties, that indicate that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold, or otherwise transferred by the holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, if such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement or understanding with any person to participate in a distribution of such Exchange Notes. However, the Securities and Exchange Commission has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the Securities and Exchange Commission would make a similar determination with respect to the Exchange Offer. If any holder of Original Notes is an affiliate of the Company or is engaged in, or intends to engage in or has any arrangement or understanding with any person to participate in, the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) cannot rely on the applicable interpretations of the staff of the Securities and Exchange Commission and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the sale, assignment, and transfer of the Original Notes tendered hereby.

      All authority conferred or agreed to be conferred by this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the undersigned’s heirs, executors, administrators, trustees in bankruptcy, legal representatives, successors, and assigns and shall survive the death, incapacity, or dissolution of the undersigned.

      The undersigned understands that the valid tender of Original Notes pursuant to the procedures set forth in the Prospectus under the caption “Procedures for Tendering” and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

      Unless otherwise indicated herein under “Special Issuance Instructions,” please issue the certificates (and if applicable substitute certificates for any certificates not exchanged) representing the Exchange Notes and return any Original Notes not tendered or not accepted for exchange in the name(s) of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated herein under “Special Delivery Instructions,” please mail the certificates representing the Exchange Notes issued in exchange for the Original Notes accepted for exchange and any certificates for Original Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Original Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Original Notes so tendered.

      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF ORIGINAL NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3, 4 and 6)

      To be completed ONLY (i) if certificates for Exchange Notes and any Original Notes that are not accepted for exchange are to be issued in the name of and sent to someone other than the undersigned or (ii) if Original Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue Certificate(s) to:

Name: 

(Please Type or Print)

Address: 

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

(Please Also Complete Substitute Form W-9)

o  Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility Account set forth below.

(Book-Entry Transfer Facility Account Number,

if Applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3, 4 and 6)

      To be completed ONLY if certificates for Exchange Notes and any Original Notes that are not accepted for exchange are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above.

Mail Certificate(s) to: 

Name: 

(Please Type or Print)

Address: 

(Include Zip Code)

     IMPORTANT: THIS LETTER OF TRANSMITTAL OR AN AGENT’S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

BROKER-DEALER STATUS

o  Check this box if the beneficial owner of the Original Notes is a broker-dealer and such broker-dealer acquired the Original Notes for its own account as a result of market-making activities or other trading activities. IF THIS BOX IS CHECKED, PLEASE SEND A COPY OF THIS LETTER OF TRANSMITTAL TO                     , VIA                     .

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

IMPORTANT:

TO BE COMPLETED BY ALL TENDERING HOLDERS

SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 BELOW

Signature(s) of Holder(s) of Original Notes

Dated: ______________________________, 2005

      (Must be signed by the registered holder(s) of Original Notes exactly as their name(s) appear(s) on the certificates for the Original Notes or on a security position listing the owners of Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, agents, officers of corporations, or others acting in a fiduciary or representative capacity, please provide the following information. See Instruction 3.)

Name: 

(Please Type or Print)

Capacity (Full Title): 

Address: 

(Include Zip Code)

Area Code and Telephone No.:

(Home)

(Business)

Tax Identification or Social Security No.: 

GUARANTEE OF SIGNATURE(S)

(See Instruction 3)

Authorized Signature(s):

Name:

(Please Type or Print)

Title:

Name of Firm:

Address: 

(Include Zip Code)

Area Code and Telephone No.:

Dated: ______________________________ , 2005

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

      1. Delivery of this Letter of Transmittal and Original Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by holders of Original Notes (a) if Certificates are to be forwarded herewith or (b) unless an agent’s message (as defined in the Prospectus) is utilized, if delivery of Original Notes is to be made by book-entry transfer pursuant to the procedures set forth in the Prospectus under the caption “Procedures for Tendering — General.” Certificates for all physically tendered Original Notes, or Book-Entry Confirmation (as defined below), as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or, at the option of the holder in the case of a book-entry tender of Original Notes, an agent’s message) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in denominations of principal amount of $100,000 and integral multiples of $1,000 in excess thereof.

      Holders whose Certificates are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “Procedures for Tendering — Guaranteed Delivery Procedures.” Pursuant to such procedures, (a) such tender must be made through an Eligible Institution (as defined in Instruction 3 below) prior to 5:00 p.m., New York City time, on the Expiration Date, (b) the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or, at the option of the holder in the case of a book-entry tender of Original Notes, an agent’s message) and Notice of Guaranteed Delivery, substantially in the form accompanying this Letter of Transmittal, setting forth the name and address of the holder of Original Notes and the amount of Original Notes tendered, stating that the tender is being made thereby, and guaranteeing that within three New York Stock Exchange, Inc. (“NYSE”) trading days after the Expiration Date, the Certificates for all physically tendered Original Notes, in proper form for transfer, or confirmation of the book-entry transfer of the Original Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”), as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (c) the Certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the Expiration Date.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL NOTES, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF ORIGINAL NOTES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE MAILING BE REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. SEE “THE EXCHANGE OFFER” IN THE PROSPECTUS.

      2. Partial Tenders (Not Applicable to Note Holders Who Tender by Book-Entry Transfer). If less than all of the Original Notes evidenced by a submitted Certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the boxes above entitled “Description of Original Notes — Aggregate Principal Amount of Original Notes Tendered.” A reissued Certificate representing the balance of nontendered Original Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

      3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the Certificates without any change whatsoever. If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal. If any tendered Original Notes are registered in different names on several Certificates, it will be necessary to complete, sign, and submit as many separate copies of this Letter of Transmittal as there are different registrations of Certificates. When this Letter of Transmittal is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no endorsements of Certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or

any certificates representing untendered Original Notes are to be reissued, to a person other than the registered holder, then endorsements of any Certificates transmitted hereby or separate bond powers are required. Signatures on such Certificate(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder or holders of any Certificate(s) specified herein, such Certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Certificate(s) and signatures on such Certificate(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

      ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM THAT IS A FINANCIAL INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS, AND BROKERAGE HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM, OR THE STOCK EXCHANGES MEDALLION PROGRAM (EACH AN “ELIGIBLE INSTITUTION”). SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE ORIGINAL NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER OF ORIGINAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH ORIGINAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” ON THIS LETTER OF TRANSMITTAL OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

      4. Special Issuance and Delivery Instructions. Tendering holders of Original Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer and or substitute Certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

      5. Taxpayer Identification Number. Federal income tax law generally requires that a tendering holder whose Original Notes are accepted for exchange must provide the Company (as payer) with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below, which in the case of a tendering holder who is an individual, is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering holder of Exchange Notes. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt holders of Original Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

      To prevent backup withholding, each tendering holder of Original Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that the TIN provided is correct (or that such holder is awaiting a TIN) and that (a) the holder is exempt from backup withholding, (b) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: Checking this box

and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If the box in Part 2 of the Substitute Form W-9 is checked, the Exchange Agent will retain 28% of reportable payments made to a holder during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent with his or her TIN within 60 days of the Substitute Form W-9, the Exchange Agent will remit such amounts retained during such 60-day period to such holder and no further amounts will be retained or withheld from payments made to the holder thereafter. If, however, such holder does not provide its TIN to the Exchange Agent within such 60-day period, the Exchange Agent will remit such previously withheld amounts to the Internal Revenue Service as backup withholding and will withhold 28% of all reportable payments to the holder thereafter until such holder furnishes its TIN to the Exchange Agent.

      6. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER OF TRANSMITTAL.

      7. Waiver of Conditions. The Company reserves the absolute right to waive satisfaction of any or all conditions to the Exchange Offer set forth in the Prospectus.

      8. No Conditional Tenders. No alternative, conditional, irregular, or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange. Neither the Company, the Exchange Agent, nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

      9. Mutilated, Lost, Stolen, or Destroyed Original Notes. Any holder whose Original Notes have been mutilated, lost, stolen, or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

      10. Withdrawal Rights. Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address, or in the case of Eligible Institutions, at the facsimile number set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (a) specify the name of the person who tendered the Original Notes to be withdrawn (the “Depositor”), (b) identify the Original Notes to be withdrawn (including certificate number or numbers and the principal amount of such Original Notes), (c) contain a statement that such holder is withdrawing his election to have such Original Notes exchanged, (d) be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the registrar with respect to the Original Notes register the transfer of such Original Notes in the name of the person withdrawing the tender, and (e) specify the name in which such Original Notes are registered, if different from that of the Depositor. If Original Notes have been tendered pursuant to the procedure for book-entry transfer set forth in the Prospectus under the caption “Procedures for Tendering — General,” any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes and otherwise comply with the procedures of such facility.

      All questions as to the validity, form, and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in the Prospectus under the caption “Procedures for Tendering — General,” such Original Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Original Notes) promptly after the expiration or termination of the Exchange Offer.

Properly withdrawn Original Notes may be retendered by following the procedures described above at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

      11. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, requests for additional copies of the Prospectus and this Letter of Transmittal, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW.

PAYOR’S NAME: WILMINGTON TRUST COMPANY, AS EXCHANGE AGENT

SUBSTITUTE   Form W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employer Identification Number
Department of the Treasury Internal Revenue Service	Part 2 — TIN Applied For  o
	Part 3 —
	CERTIFICATION — Under penalties of perjury, I certify that:
	(1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
	(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3) I am a U.S. person.
Payer’s Request for Taxpayer Identification Number (“TIN”) Certification	You must cross out Item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your return and you have not been notified by the IRS that you are no longer subject to backup withholding.
	SIGNATURE	DATE

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number at the time of the exchange, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.
SIGNATURE	DATE
Name
(Please Type or Print)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper Identification Number to Give the Payor. — Social Security numbers (SSNs) have nine digits separated by two hyphens: e.g., 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this Type of Account:		Give the SOCIAL SECURITY Number of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship or single-owner limited liability company account	The owner(3)
6.	A valid trust, estate, or pension trust account	The legal entity(4)
7.	Corporate or limited liability company electing corporate status account (on Form 8832)	The corporation
8.	Religious, charitable, educational, association, club or other tax-exempt organization account	The organization
9.	Partnership or multi-member limited liability company account	The partnership
10.	A broker or registered nominee account	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	Show the name of the individual owner, but you may also enter your business or “doing business as” name. You may use either your SSN or your EIN (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

NOTE:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Obtaining a Number

      If you are a resident alien and you do not have and are not eligible to get a Social Security Number (“SSN”), your taxpayer identification number (“TIN”) is your IRS individual taxpayer identification number (“ITIN”). Enter it in the social security box. If you do not have an ITIN or TIN, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov/online/ss5.html. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Form W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS website at www.irs.gov.

Payees Exempt from Backup Withholding

      Payees specifically exempted from backup withholding on broker transactions include the following:

•  a corporation;

•  a financial institution;

•  an organization exempt from tax under Section 501(a), or an individual retirement plan;

•  the United States or any agency or instrumentality thereof;

•  a State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof;

•  a foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof;

•  an international organization or any agency or instrumentality thereof;

•  a dealer in securities or commodities registered in the United States or a possession of the United States;

•  a real estate investment trust;

•  a common trust fund operated by a bank under Section 584(a);

•  an entity registered at all times during the tax year under the Investment Company Act of 1940;

•  a foreign central bank of issue; and

•  a person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

      Payments of dividends and patronage dividends not generally subject to backup withholding also include the following:

•  payments to nonresident aliens subject to withholding under Section 1441;

•  payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner;

•  payments of patronage dividends not paid in money; and

•  payments made by certain foreign organizations.

      Payments of interest not generally subject to backup withholding also include the following:

•  payments of interest on obligations issued by individuals (Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer);

•  payments of tax-exempt interest (including exempt interest dividends under section 852);

•  payments described in section 6049(b)(5) to nonresident aliens;

•  payments on tax-free covenant bonds under section 1451;

•  payments made by certain foreign organizations; and

•  mortgage interest paid by you.

      Certain payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

      Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

      Privacy Act Notice. — Section 6109 requires you to give your correct Taxpayer Identification Number to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payors must be given the numbers whether or not you are required to file a tax return. Payors must generally withhold 28% of taxable interest,

dividend, and certain other payments to a payee who does not furnish a Taxpayer Identification Number to a payer. Certain penalties may also apply.

Penalties

      (1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your correct Taxpayer Identification Number to a payer, you may be subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

      (2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you may be subject to a penalty of $500.

      (3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS.

EX-99.1

exv99w1

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR

TENDER OF

5.35% SUBORDINATED NOTES DUE APRIL 1, 2015 (SERIES A)

OF

FULTON FINANCIAL CORPORATION

         This notice or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined in the Prospectus referred to below) of Fulton Financial Corporation (the “Company”) made pursuant to the Prospectus, dated August 5, 2005 (the “Prospectus”), if certificates, if any, for the original unregistered 5.35% Subordinated Notes due April 1, 2015 (Series A) (the “Original Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wilmington Trust Company, as exchange agent (the “Exchange Agent”), prior to 5:00 p.m., New York City time, on September 2, 2005, unless extended (the “Expiration Date”).

      This notice may be delivered or transmitted by facsimile transmission, registered or certified mail, or hand or overnight delivery to the Exchange Agent as set forth below. In order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the Exchange Offer, both this notice and a properly completed and duly executed Letter of Transmittal (or, at the option of the tendering holder in the case of a book-entry tender of Original Notes, an agent’s message (as defined in the Prospectus)) must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

The Exchange Agent for the Exchange Offer is:

WILMINGTON TRUST COMPANY

By Hand or Overnight Delivery

or

By Registered or Certified Mail:

Wilmington Trust Company,

as Exchange Agent

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attn: Corporate Capital Markets

Fulton Financial Corporation Exchange Offer

Facsimile Transmission Number: (302) 636-4145

Confirm by Telephone: (302) 636-6470

For Information: (302) 636-6470

      DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

      On the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures described in “Procedures for Tendering — Guaranteed Delivery Procedures” section of the Prospectus. Terms used herein with initial capital letters but not otherwise defined herein have the respective meanings ascribed to them in the Prospectus.

      Principal Amount of Original Notes Tendered (must be an integral multiple of $100,000):

$

Certificate Nos. (if available):

          If Original Notes will be delivered via book-entry transfer to The Depository Trust Company, provide account number below.

Account No.:

Total Principal at Maturity Represented by Original Notes Certificate(s):

$

ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.

IMPORTANT:

PLEASE SIGN HERE

Signature(s) of Holder(s) of Original Notes

Dated: ______________________________ , 2005

Must be signed by the registered holder(s) of Original Notes exactly as their name(s) appear(s) on the certificates for the Original Notes or on a security position listing the owners of Original Notes, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, please provide the following information.

Name: 

(Please Type or Print)

Capacity (Full Title):

Address: 

(Include Zip Code)

Area Code and Telephone No.:

(Home)

(Business)

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

      The undersigned, a financial institution that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, or the Stock Exchanges Medallion Program, hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “Procedures for Tendering — Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange, Inc. trading days after the Expiration Date.

Name of Firm

Address

Telephone Number, Including Area Code 

Authorized Signature 

Name of Person Signing

Title of Person Signing

Date

NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. CERTIFICATES FOR ORIGINAL NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

EX-99.3

Exhibit 99.3

EXCHANGE OFFER

FOR

ALL OUTSTANDING

5.35% SUBORDINATED NOTES DUE APRIL 1, 2015

OF

FULTON FINANCIAL CORPORATION

Pursuant to the Prospectus dated August 5, 2005

To: Brokers, Dealers, Commercial Banks,

Trust Companies, and Other Nominees:

      Fulton Financial Corporation (the “Company”) is offering, upon the terms and subject to conditions set forth in the Prospectus, dated August 5, 2005 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) up to $100,000,000 aggregate principal amount of its 5.35% Subordinated Notes due April 1, 2015 (Series B) (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended, for a like aggregate principal amount of its original unregistered 5.35% Subordinated Notes due April 1, 2015 (Series A) (the “Original Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated March 28, 2005, by and among the Company and the initial purchasers of the Original Notes from the Company.

      Please forward to your clients for whose accounts you hold Original Notes registered in your name or in the name of your nominee copies of the following enclosed documents:

      1. The Prospectus dated August 5, 2005;

      2. The Letter of Transmittal to tender Original Notes for your use and for the information of your clients;

      3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the other procedures for tendering Original Notes set forth in the Prospectus cannot be completed on a timely basis;

      4. A form of letter which may be sent to your clients for whose account you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;

      5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

      6. Return envelopes addressed to Wilmington Trust Company, as Exchange Agent for the Exchange Offer.

      YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 2, 2005, UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION DATE”). THE ORIGINAL NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

      To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (with any required signature guarantees) or, at the option of the tendering holder in the case of a book-entry tender, an agent’s message (as defined in the Prospectus), and any other required documents, should be delivered to the Exchange Agent, and certificates representing the Original Notes, if any, should be delivered to the Exchange Agent before the expiration date for the exchange offer, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

      If holders of Original Notes desire to tender their Original Notes, but it is impracticable for them to deliver the certificates for such Original Notes, if any, or other required documents or to complete the procedures for book-entry transfer prior to the Expiration Date, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

      The Company will, upon request, reimburse brokers, dealers, commercial banks, and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Original Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Original Notes pursuant to the Exchange Offer, except as set forth in Instruction 6 of the Letter of Transmittal.

      Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Wilmington Trust Company, the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

FULTON FINANCIAL CORPORATION

      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

EX-99.4

Exhibit 99.4

EXCHANGE OFFER

FOR

ALL OUTSTANDING

5.35% SUBORDINATED NOTES DUE APRIL 1, 2015 (SERIES A)

OF

FULTON FINANCIAL CORPORATION

Pursuant to the Prospectus dated August 5, 2005.

To Our Clients:

      Enclosed for your consideration is a Prospectus, dated August 5, 2005 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by Fulton Financial Corporation (the “Company”) to exchange up to $100,000,000 aggregate principal amount of its 5.35% Subordinated Notes due April 1, 2015 (Series B) (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended, for a like aggregate principal amount of its original unregistered 5.35% Subordinated Notes due April 1, 2015 (Series A) (the “Original Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated March 28, 2005, by and among the Company and the initial purchasers of the Original Notes from the Company.

      We are (or our nominee is) the holder of record of Original Notes held by us for your account. A tender of such Original Notes can be made only by the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Original Notes held by us (or by our nominee) for your account.

      Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us (or by our nominee) for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. Your instructions should be forwarded to us as promptly as possible in order to permit us (or our nominee) to tender Original Notes on your behalf (should you so desire) in accordance with the provisions of the Exchange Offer, but in no event later than the expiration date of the exchange offer (as set forth in Paragraph 4, below).

      Your attention is directed to the following:

      1. The Company is offering to exchange the Exchange Notes for any and all of the Original Notes.

      2. The terms of the Exchange Notes are identical in all respects to the terms of the Original Notes, except that the registration rights and related liquidated damages provisions, and the transfer restrictions, applicable to the Original Notes are not applicable to the Exchange Notes.

      3. Subject to the satisfaction or waiver of certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions To The Exchange Offer,” the Company will exchange the applicable Exchange Notes for all Original Notes that are validly tendered and not withdrawn prior to the expiration of the Exchange Offer.

      4. The Exchange Offer will expire at 5:00 p.m., New York City time, on September 2, 2005, unless extended by the Company.

      5. The Company will pay all transfer taxes, if any, applicable to the transfer of the Original Notes to it or its order pursuant to the Exchange Offer, except as otherwise provided in the Letter of Transmittal.

      6. You may withdraw tenders of Original Notes at any time prior to the expiration of the Exchange Offer.

      7. The exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer generally will not be a taxable event for U.S. federal income tax purposes. See “United States federal income tax consequences” in the enclosed Prospectus.

      If you wish to have us tender your Original Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER ORIGINAL SECURITIES HELD BY US (OR OUR NOMINEE) FOR YOUR ACCOUNT.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Fulton Financial Corporation with respect to the Original Notes. Terms used herein with initial capital letters have the respective meanings ascribed to them in your letter.

      This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

(Check One)

o Please tender the amount of Original Notes indicated below (or if no amount is indicated below, all Original Notes) held by you (or your nominee) for my account.

      $                    Aggregate Principal Amount of Original Notes

o Please do not tender any Original Notes held by you (or your nominee) for my account.

Dated: ______________________________, 2005

Signature(s)

Print Name(s) here

Print Address(es)

Area Code and Telephone Number(s)

Tax Identification or Social Security Number(s)

      None of the Original Notes held by us (or our nominee) for your account will be tendered unless we receive written instructions from you to do so. If you authorize the tender of Original Notes held by us (or our nominee) for your account, all such Original Notes will be tendered unless a specific contrary instruction is given in the space provided.