10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20459

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005, or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 0-10587

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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

One Penn Square, P.O. Box 4887 Lancaster, Pennsylvania	17604
(Address of principal executive offices)	(Zip Code)

(717) 291-2411

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $2.50 Par Value – 156,824,223 shares outstanding as of July 29, 2005.

FULTON FINANCIAL CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2005

INDEX

Description	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
(a) Consolidated Balance Sheets — June 30, 2005 and December 31, 2004		3
(b) Consolidated Statements of Income — Three and six months ended June 30, 2005 and 2004		4
(c) Consolidated Statements of Shareholders’ Equity — Six months ended June 30, 2005 and 2004		5
(d) Consolidated Statements of Cash Flows — Six months ended June 30, 2005 and 2004		6
(e) Notes to Consolidated Financial Statements – June 30, 2005		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.Quantitative and Qualitative Disclosures about Market Risk		37
Item 4. Controls and Procedures		41
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		42
Item 4 Submission of Matters to a Vote of Security Holders		43
Item 6. Exhibits		44
Signatures		45
Exhibit Index		46
Certifications		47

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Item 1. Financial Statements

FULTON FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands, except per-share data)

	June 30			December 31
	2005			2004
ASSETS
Cash and due from banks	$	358,581		$	278,065
Interest-bearing deposits with other banks		21,842			4,688
Federal funds sold		758			32,000
Loans held for sale		237,713			158,872
Investment securities:
Held to maturity (estimated fair value of $27,285 in 2005 and $25,413 in 2004)		27,003			25,001
Available for sale		2,402,362			2,424,858
Loans, net of unearned income		7,861,508			7,584,547
Less: Allowance for loan losses		(90,402	)		(89,627	)
Net Loans		7,771,106			7,494,920
Premises and equipment		153,598			146,911
Accrued interest receivable		43,819			40,633
Goodwill		364,203			364,019
Intangible assets		22,592			25,303
Other assets		167,506			163,081
Total Assets	$	11,571,083		$	11,158,351
LIABILITIES
Deposits:
Non-interest bearing	$	1,611,909		$	1,507,799
Interest-bearing		6,527,758			6,387,725
Total Deposits		8,139,667			7,895,524
Short-term borrowings:
Federal funds purchased		660,633			676,922
Other short-term borrowings		473,950			517,602
Total Short-Term Borrowings		1,134,583			1,194,524
Accrued interest payable		31,042			27,279
Other liabilities		119,971			114,498
Federal Home Loan Bank advances and long-term debt		951,745			684,236
Total Liabilities		10,377,008			9,916,061
SHAREHOLDERS’ EQUITY
Common stock, $2.50 par value, 600 million shares authorized, 168.3 million shares issued in 2005 and 167.8 million shares issued in 2004		420,662			335,604
Additional paid-in capital		917,323			1,000,111
Retained earnings		117,064			77,419
Accumulated other comprehensive loss		(20,166	)		(10,133	)
Treasury stock, 15.3 million shares in 2005 and 10.7 million shares in 2004, at cost		(240,808	)		(160,711	)
Total Shareholders’ Equity		1,194,075			1,242,290
Total Liabilities and Shareholders’ Equity	$	11,571,083		$	11,158,351

See Notes to Consolidated Financial Statements

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FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except per-share data)

	Three Months Ended				Six Months Ended
	June 30				June 30
	2005		2004		2005		2004
INTEREST INCOME
Loans, including fees	$	123,309	$	96,859	$	239,937	$	185,325
Investment securities:
Taxable		18,257		19,652		36,518		41,388
Tax-exempt		2,843		2,540		5,692		5,073
Dividends		1,155		992		2,239		1,944
Mortgage loans held for sale		2,699		1,962		4,511		2,201
Other interest income		348		19		524		29
Total Interest Income		148,611		122,024		289,421		235,960
INTEREST EXPENSE
Deposits		31,104		22,345		58,912		42,695
Short-term borrowings		7,914		3,135		14,738		6,462
Long-term debt		9,668		7,838		17,598		15,130
Total Interest Expense		48,686		33,318		91,248		64,287
Net Interest Income		99,925		88,706		198,173		171,673
PROVISION FOR LOAN LOSSES		725		800		1,525		2,540
Net Interest Income After Provision for Loan Losses		99,200		87,906		196,648		169,133
OTHER INCOME
Investment management and trust services		8,966		8,637		17,985		17,282
Service charges on deposit accounts		9,960		9,929		19,292		19,434
Other service charges and fees		7,142		4,970		12,698		9,996
Gain on sale of mortgage loans		6,290		6,050		12,339		7,764
Investment securities gains		1,418		5,349		4,733		11,177
Other		4,539		1,727		7,121		3,047
Total Other Income		38,315		36,662		74,168		68,700
OTHER EXPENSES
Salaries and employee benefits		45,152		41,834		89,353		78,592
Net occupancy expense		6,549		5,859		14,047		11,377
Equipment expense		2,888		2,749		5,958		5,390
Data processing		3,321		2,868		6,490		5,687
Advertising		2,276		1,914		4,249		3,442
Intangible amortization		1,168		1,356		2,347		2,347
Other		16,752		13,957		29,393		25,974
Total Other Expenses		78,106		70,537		151,837		132,809
Income Before Income Taxes		59,409		54,031		118,979		105,024
INCOME TAXES		17,829		16,167		35,868		31,314
Net Income	$	41,580	$	37,864	$	83,111	$	73,710
PER-SHARE DATA:
Net income (basic)	$	0.27	$	0.25	$	0.53	$	0.50
Net income (diluted)		0.27		0.25		0.53		0.50
Cash dividends		0.145		0.132		0.277		0.254

See Notes to Consolidated Financial Statements

4

FULTON FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2005 AND 2004

												Accumulated
												Other
	Number of					Additional						Comprehen-
	Shares			Common		Paid-In			Retained			sive Income			Treasury
	Outstanding			Stock		Capital			Earnings			(Loss)			Stock			Total
	(dollars in thousands)
Balance at December 31, 2004		157,150,000		$	335,604	$	1,000,111		$	77,419		$	(10,133	)	$	(160,711	)	$	1,242,290
Comprehensive income:
Net income										83,111									83,111
Unrealized loss on derivative financial instruments (net of $540,000 tax effect)													(1,003	)					(1,003	)
Unrealized loss on securities (net of $6.5 million tax effect)													(12,106	)					(12,106	)
Less – reclassification adjustment for gains included in net income (net of $1.7 million tax expense)													3,076						3,076
Total comprehensive income																			73,078
Stock split paid in the form of a 25% stock dividend					84,046		(84,114	)											(68	)
Stock issued (340,00 shares from treasury stock)		806,000			1,012		1,326									5,071			7,409
Acquisition of treasury stock		(5,000,000	)													(85,168	)		(85,168	)
Cash dividends — $0.277 per share										(43,466	)								(43,466	)
Balance at June 30, 2005		152,956,000		$	420,662	$	917,323		$	117,064		$	(20,166	)	$	(240,808	)	$	1,194,075
Balance at December 31, 2003		142,085,000		$	284,480	$	633,588		$	117,373		$	12,267		$	(100,772	)	$	946,936
Comprehensive income:
Net income										73,710									73,710
Unrealized loss on securities (net of $16.6 million tax effect)													(30,749	)					(30,749	)
Less – reclassification adjustment for gains included in net income (net of $3.9 million tax expense)													(7,265	)					(7,265	)
Total comprehensive income																			35,696
Stock dividend – 5%					15,299		100,226			(115,615	)								(90	)
Stock issued (all treasury)		824,000					(6,157	)								11,756			5,599
Stock issued for acquisition of Resource Bancshares Corporation		11,287,000			21,498		164,365												185,863
Acquisition of treasury stock		(1,845,000	)													(29,939	)		(29,939	)
Cash dividends — $0.254 per share										(36,583	)								(36,583	)
Balance at June 30, 2004		152,351,000		$	321,277	$	892,022		$	38,885		$	(25,747	)	$	(118,955	)	$	1,107,482

See Notes to Consolidated Financial Statements

5

FULTON FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)

	Six months ended
	June 30
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	83,111		$	73,710
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		1,525			2,540
Depreciation and amortization of premises and equipment		6,539			6,177
Net amortization of investment security premiums		2,682			5,942
Investment securities gains		(4,733	)		(11,177	)
Net increase in loans held for sale		(58,455	)		(18,769	)
Amortization of intangible assets		2,347			2,347
Increase in accrued interest receivable		(3,186	)		(1,294	)
(Increase) decrease in other assets		(836	)		5,861
Increase (decrease) in accrued interest payable		3,763			(2,481	)
(Decrease) increase in other liabilities		(4,736	)		5,643
Total adjustments		(55,090	)		(5,211	)
Net cash provided by operating activities		28,021			68,499
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale		101,196			179,971
Proceeds from maturities of securities held to maturity		2,102			5,279
Proceeds from maturities of securities available for sale		311,054			457,086
Purchase of securities held to maturity		(4,398	)		(3,699	)
Purchase of securities available for sale		(406,130	)		(133,005	)
Decrease in short-term investments		26,551			2,760
Net increase in loans		(298,097	)		(256,901	)
Net cash paid for acquisitions		—			(768	)
Net purchase of premises and equipment		(13,226	)		(5,966	)
Net cash (used in) provided by investing activities		(280,948	)		244,757
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand and savings deposits		122,355			203,212
Net increase (decrease) in time deposits		121,788			(122,396	)
Increase (decrease) in long-term debt		267,509			(34,376	)
Decrease in short-term borrowings		(59,941	)		(266,384	)
Dividends paid		(40,441	)		(34,762	)
Net proceeds from issuance of common stock		7,341			5,599
Acquisition of treasury stock		(85,168	)		(29,939	)
Net cash provided by (used in) financing activities		333,443			(279,046	)
Net Increase in Cash and Due From Banks		80,516			34,210
Cash and Due From Banks at Beginning of Period		278,065			300,966
Cash and Due From Banks at End of Period	$	358,581		$	335,176
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	87,485		$	66,768
Income taxes		30,618			25,841

See Notes to Consolidated Financial Statements

6

FULTON FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A – Basis of Presentation

The accompanying unaudited consolidated financial statements of Fulton Financial Corporation (the Corporation) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six-month periods ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

NOTE B – Net Income Per Share and Comprehensive Income (Loss)

The Corporation’s basic net income per share is calculated as net income divided by the weighted average number of shares outstanding. For diluted net income per share, net income is divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation’s common stock equivalents consist solely of outstanding stock options.

A reconciliation of the weighted average shares outstanding used to calculate basic net income per share and diluted net income per share follows:

	Three months ended				Six months ended
	June 30				June 30
	2005		2004		2005		2004
Weighted average shares outstanding (basic)		154,509		152,647		155,922		147,380
Impact of common stock equivalents		1,721		1,709		1,828		1,474
Weighted average shares outstanding (diluted)		156,230		154,356		157,750		148,854

Total comprehensive income was $57.1 million and $73.1 million for the three and six months ended June 30, 2005, respectively. Total comprehensive loss was $4.3 million for the quarter ended June 30, 2004 and total comprehensive income was $35.7 million for the six months ended June 30, 2004.

NOTE C – 5-for-4 Stock Split

The Corporation declared a 5-for-4 stock split on April 13, 2005, which was paid in the form of a 25% stock dividend on June 8, 2005 to shareholders of record on May 17, 2005. All share and per-share information has been restated to reflect the impact of this stock split.

NOTE D – Disclosures about Segments of an Enterprise and Related Information

The Corporation does not have any operating segments, which require disclosure of additional information. While the Corporation owned thirteen separate banks as of June 30, 2005, each engaged in similar activities and provided similar products and services. The Corporation’s non-banking activities are immaterial and, therefore, separate information has not been disclosed.

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NOTE E – Stock-Based Compensation

The Corporation accounts for its stock-based compensation, consisting primarily of stock options, in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25). As such, no compensation expense has been recognized in the Consolidated Statements of Income as stock options are granted with an exercise price equal to the fair market value of the Corporation’s stock. Pro-forma disclosures of the impact of stock-based compensation on the Corporation’s net income and net income per share, had compensation expense been recognized under the provisions of Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (Statement 123), are as follows:

	Three months ended				Six months ended
	June 30				June 30
	2005		2004		2005		2004
Net income as reported	$	41,580	$	37,864	$	83,111	$	73,710
Stock-based employee compensation expense under the fair value method, net of tax		83		62		179		132
Pro-forma net income	$	41,497	$	37,802	$	82,932	$	73,578
Net income per share (basic)	$	0.27	$	0.25	$	0.53	$	0.50
Pro-forma net income per share (basic)		0.27		0.25		0.53		0.50
Net income per share (diluted)	$	0.27	$	0.25	$	0.53	$	0.50
Pro-forma net income per share (diluted)		0.27		0.24		0.53		0.49

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (Statement 123R). Statement 123R is a revision to the original Statement 123 which disallows the APB 25 method of accounting for stock options and requires public companies to recognize compensation expense related to stock-based compensation in their income statements. Companies can adopt Statement 123R using either “modified prospective application” or “modified retrospective application”. Modified retrospective application also results in restatement of prior period results, based on the amounts previously disclosed in prior period financial statements.

The effective date of Statement 123R was originally the beginning of the first fiscal quarter after June 15, 2005. In April 2005, the Securities and Exchange Commission (SEC) delayed the effective date to the beginning of the first fiscal year after June 15, 2005, or January 1, 2006 for the Corporation. Early adoption is permissible. The Corporation expects to adopt the provisions of Statement 123R in the third quarter of 2005, using modified retrospective application. On July 1, 2005 the Corporation granted 1.1 million stock options under its Stock Option and Compensation Plan.

NOTE F – Employee Benefit Plans

The Corporation maintains a defined benefit pension plan (Pension Plan) for certain employees. Contributions to the Pension Plan are actuarially determined and funded annually. Pension Plan assets are invested in money markets, fixed income securities, including corporate bonds, U.S. Treasury securities and common trust funds, and equity securities, including common stocks and common stock mutual funds. The Pension Plan has been closed to new participants, but existing participants continue to accrue benefits according to the terms of the plan. The Corporation expects to contribute approximately $2.3 million to the Pension Plan in 2005.

The Corporation currently provides medical and life insurance benefits under a post-retirement benefits plan (Post-Retirement Plan) to certain retired full-time employees who were employees of the Corporation prior to January 1, 1998. Other certain full-time employees may become eligible for these discretionary benefits if they

8

reach retirement age while working for the Corporation. Benefits are based on a graduated scale for years of service after attaining the age of 40.

The net periodic benefit cost for the Corporation’s Pension Plan and Post-Retirement Plan, as determined by consulting actuaries, consisted of the following components for the three and six-month periods ended June 30:

	Pension Plan
	Three months ended						Six months ended
	June 30						June 30
	2005			2004			2005			2004
				(in thousands)
Service cost	$	621		$	577		$	1,245		$	1,154
Interest cost		842			776			1,685			1,551
Expected return on plan assets		(819	)		(750	)		(1,637	)		(1,500	)
Net amortization and deferral		221			166			443			332
Net periodic benefit cost	$	865		$	769		$	1,736		$	1,537

	Post-Retirement Plan
	Three months ended						Six months ended
	June 30						June 30
	2005			2004			2005			2004
				(in thousands)
Service cost	$	88		$	91		$	177		$	182
Interest cost		114			118			231			237
Expected return on plan assets		(1	)		—			(1	)		(1	)
Net amortization and deferral		(55	)		(57	)		(112	)		(115	)
Net periodic benefit cost	$	146		$	152		$	295		$	303

NOTE G – New Accounting Standards

Accounting for Certain Loans or Debt Securities Acquired in a Transfer: In December 2003, the Accounting Standards Executive Committee issued Statement of Position 03-3 (SOP 03-3), “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”. SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer, including business combinations, if those differences are attributable, at least in part, to credit quality.

SOP 03-3 became effective for the Corporation on January 1, 2005. No loans or debt securities meeting the scope of SOP 03-3 were acquired during the three or six-month periods ended June 30, 2005. The Corporation does not expect SOP 03-3 to have a material effect on the Corporation’s consolidated financial statements in the future.

Other Than Temporary Impairment: In 2004, the Emerging Issues Task Force released Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments” (EITF 03-1), which provides guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain disclosures with respect to these investments.

In June 2005, the FASB voted to nullify certain provisions of EITF 03-1 which addressed the evaluation of an impairment to determine whether it was other-than-temporary. In general, these provisions required companies to declare their ability and intent to hold other-than-temporarily impaired investments until they recovered their losses. If a company was unable to make this declaration, write-downs of investment securities through losses charged to the income statement would be required. The effective date of these provisions was

9

originally delayed in September 2004, due to industry concerns about the potential impact of this proposed accounting.

Adoption of the surviving provisions of EITF 03-1 did not have a material impact on the Corporation’s financial condition or results of operations. The Corporation continues to apply the provisions of existing authoritative literature in evaluating its investments for other-than-temporary impairment.

NOTE H – Acquisitions

On December 31, 2004, the Corporation acquired all of the outstanding common stock of First Washington FinancialCorp (First Washington), of Windsor, New Jersey. First Washington was a $490 million bank holding company whose primary subsidiary was First Washington State Bank (FWSB), which operates sixteen community-banking offices in Mercer, Monmouth and Ocean Counties in New Jersey. This acquisition enabled the Corporation to expand and enhance its existing New Jersey franchise.

The total purchase price was $125.8 million, including $125.2 million in stock issued and stock options assumed and $610,000 in First Washington stock purchased for cash and other direct acquisition costs. The Corporation issued 1.69 shares of its stock for each of the 4.3 million shares of First Washington outstanding on the acquisition date. The purchase price was determined based on the value of the Corporation’s stock on the date when the final terms of the acquisition were agreed to and announced.

On April 1, 2004, the Corporation acquired all of the outstanding common stock of Resource Bankshares Corporation (Resource), an $890 million financial holding company, and its primary subsidiary, Resource Bank. Resource Bank is located in Virginia Beach, Virginia, and operates six community-banking offices in Newport News, Chesapeake, Herndon, Virginia Beach and Richmond, Virginia and fourteen loan production and residential mortgage offices in Virginia, North Carolina, Maryland and Florida. This acquisition allowed the Corporation to enter a new geographic market.

The total purchase price was $195.7 million, including $185.9 million in stock issued and stock options assumed and $9.8 million in Resource stock purchased for cash and other direct acquisition costs. The Corporation issued 1.925 shares of its stock for each of the 5.9 million shares of Resource outstanding on the acquisition date. The purchase price was determined based on the value of the Corporation’s stock on the date when the final terms of the acquisition were agreed to and announced.

The following table summarizes unaudited pro-forma information assuming the acquisitions of Resource and First Washington had occurred on January 1, 2004. This pro-forma information includes certain adjustments, including amortization related to fair value adjustments recorded in purchase accounting (in thousands, except per-share information):

	Three months ended		Six months ended
	June 30, 2004		June 30, 2004
Net interest income	$	92,733	$	186,828
Other income		37,523		75,177
Net income		39,084		77,112
Per Share:
Net income (basic)	$	0.24	$	0.48
Net income (diluted)		0.24		0.47

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NOTE I – Subsequent Events

Acquisition of SVB Financial Services, Inc.: On July 1, 2005, the Corporation completed its acquisition of SVB Financial Services, Inc. (SVB). SVB was a $530 million bank holding company whose primary subsidiary was Somerset Valley Bank (Somerset Valley), which operates 11 community-banking offices in Somerset, Hunterdon and Middlesex Counties in New Jersey.

Under the terms of the merger agreement, each of the approximately 4.1 million shares of SVB’s common stock was acquired by the Corporation based on a “cash election merger” structure. Each SVB shareholder elected to receive 100% of the merger consideration in stock, 100% in cash, or a combination of stock and cash.

As a result of the SVB shareholder elections, approximately 3.1 million of the SVB shares outstanding on the acquisition date were converted into shares of Corporation common stock, based on a fixed exchange ratio of 1.1899 shares of Corporation stock for each share of SVB stock. The remaining 984,000 shares of SVB stock were purchased for $21.00 per share, or a total of $20.7 million cash. In addition, each of the options to acquire SVB’s stock were converted into options to purchase the Corporation’s stock or were settled in cash, based on the election of each option holder and the terms of the merger agreement.

As a result of the acquisition, SVB was merged into the Corporation and Somerset Valley became a wholly owned subsidiary. The acquisition is being accounted for using purchase accounting, which requires the Corporation to allocate the total purchase price of the acquisition to the assets acquired and liabilities assumed, based on their respective fair values at the acquisition date, with any remaining purchase price being recorded as goodwill. Resulting goodwill balances are then subject to an impairment test on at least an annual basis. The results of Somerset Valley’s operations will be included in the Corporation’s financial statements prospectively from the July 1, 2005 acquisition date.

The total purchase price of approximately $90 million includes the value of the Corporation’s stock issued ($65.7 million), cash paid ($20.7 million), SVB options converted or settled in cash ($2.5 million), and certain acquisition related costs ($1.0 million). The carrying value of the net assets of Somerset Valley as of July 1, 2005 was approximately $31.5 million and, therefore, the purchase price exceeded the carrying value of the net assets by approximately $58.5 million. The total purchase price will be allocated to the net assets acquired, based on acquisition date fair values. The Corporation expects to record a core deposit intangible asset and goodwill as a result of the acquisition accounting. The Corporation is in the process of completing its fair value analysis and will determine the allocation of the purchase price to the fair value of net assets acquired and goodwill during the third quarter of 2005.

Pending Acquisition – Columbia Bancorp: On July 26, 2005, the Corporation entered into a merger agreement to acquire Columbia Bancorp (Columbia), of Columbia, Maryland. Columbia is a $1.3 billion bank holding company whose primary subsidiary is Columbia Bank, which operates 19 full-service community banking offices and five retirement community offices in Howard, Montgomery, Prince George’s and Baltimore Counties and Baltimore City.

Under the terms of the merger agreement, each of the approximately 6.9 million shares of Columbia’s common stock will be acquired based on a “cash election merger” structure. Each Columbia shareholder will have the ability to elect to receive 100% of the merger consideration in stock, 100% in cash, or a combination of stock and cash. Their elections will be subject to prorating to achieve a result where a minimum of 20% and a maximum of 50% of Columbia’s outstanding shares will receive cash consideration. Those shares that will be converted into Corporation common stock would be exchanged based on a fixed exchange ratio of 2.325 shares of Corporation stock for each share of Columbia stock. Those shares of Columbia stock that will be converted into cash will be converted into a per-share amount of cash based on a fixed price of $42.48 per

11

share of Columbia stock. In addition, each of the options to acquire Columbia’s stock will be converted to options to purchase the Corporation’s stock.

The acquisition is subject to approval by both the Columbia shareholders and applicable bank regulatory authorities. The acquisition is expected to be completed during the first quarter of 2006. As a result of the acquisition, Columbia will be merged into the Corporation and Columbia Bank will become a wholly-owned subsidiary.

The acquisition will be accounted for as a purchase. Purchase accounting requires the Corporation to allocate the total purchase price of the acquisition to the assets acquired and liabilities assumed, based on their respective fair values at the acquisition date, with any remaining acquisition cost being recorded as goodwill. Resulting goodwill balances are then subject to an impairment review on at least an annual basis. The results of Columbia’s operations will be included in the Corporation’s financial statements prospectively from the date of the acquisition.

The total purchase price is estimated to be approximately $313 million, which includes cash expected to be paid, the value of the Corporation’s stock expected to be issued, the value of Columbia’s options to be converted and certain acquisition related costs. The net assets of Columbia as of June 30, 2005 were $91.3 million and, therefore, the estimated purchase price exceeded the carrying value of the net assets by $221.7 million. The total purchase price will be allocated to the net assets acquired as of the merger effective date, based on fair market values at that date. The Corporation expects to record a core deposit intangible asset and goodwill as a result of the acquisition accounting.

Note J – Derivative Financial Instruments – Interest Rate Swaps

As of June 30, 2005, interest rate swaps with a notional amount of $240 million were used to hedge certain long-term fixed rate certificate of deposit liabilities held at one of the Corporation’s affiliate banks. The terms of the certificates of deposit and the interest rate swaps mirror each other and were committed to simultaneously. Under the terms of the swap agreements, the Corporation is the fixed rate receiver and the floating rate payer (generally tied to the three month London Interbank Offering Rate, or LIBOR, a common index used for setting rates between financial institutions). The combination of the interest rate swaps and the issuance of the certificates of deposit generates long-term floating rate funding for the Corporation. The interest rate swaps are classified as a cash flow hedge and the fair values of the derivatives are recorded as other assets or other liabilities. Changes in the fair values during the period are recorded in other comprehensive income (loss) to the extent the hedge is effective. Ineffectiveness resulting from differences between the changes in fair value or cash flows of the certificate of deposits and the interest rate swaps must be recorded in current period earnings.

The Corporation’s analysis of the effectiveness of the hedges indicated they were 97.7% effective as of June 30, 2005. As a result, a $109,000 and $46,000 credit to income for the three and six-month periods ended June 30, 2005, respectively, was recognized. During the six months ended June 30, 2005, the Corporation also recorded a $1.0 million other comprehensive loss (net of $540,000 tax effect) to recognize the fair value changes of derivatives resulting from the rising interest rate environment.

NOTE K – Financial Instruments With Off-Balance Sheet Risk

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. Those financial instruments include commitments to extend credit and letters of credit, which involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Corporation’s Consolidated Balance Sheets. Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the outstanding amount of those instruments.

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The outstanding amounts of commitments to extend credit and letters of credit were as follows:

	June 30
	2005		2004
	(in thousands)
Commitments to extend credit		3,556,674		3,109,289
Standby letters of credit		548,713		518,961
Commercial letters of credit		21,471		20,869

NOTE L – Accelerated Share Repurchase

On May 4, 2005, the Corporation purchased 4.3 million shares of its common stock from an investment bank at a total cost of $73.6 million, or $17.06 per share, under an “Accelerated Share Repurchase” program (ASR), which allowed the shares to be purchased immediately rather than over time. The investment bank, in turn, is repurchasing shares on the open market over a period that is determined by the average daily trading volume of our shares, among other factors. The Corporation will settle its position with the investment bank at the completion of the ASR by paying or receiving cash in an amount representing the difference between the initial price and the actual price of the shares repurchased. Through June 30, 2005, the investment bank had repurchased 193,000 shares at an average weighted cost of $17.73 per share. The Corporation expects the ASR to be completed in 2006.

NOTE M – Subordinated Debt

On March 28, 2005 the Corporation issued $100.0 million of ten-year subordinated notes, which mature April 1, 2015 and carry a fixed rate of 5.35%. Interest is paid semi-annually, commencing in October 2005. These notes were registered with the SEC on Form S-4, filed August 4, 2005.

NOTE N – Reclassifications

Certain amounts in the 2004 consolidated financial statements and notes have been reclassified to conform to the 2005 presentation.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Management’s Discussion) concerns Fulton Financial Corporation (the Corporation), a financial holding company incorporated under the laws of the Commonwealth of Pennsylvania in 1982, and its wholly owned subsidiaries. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes presented in this report.

FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its acquisition and growth strategies, management of net interest income and margin, the ability to realize gains on equity investments, allowance and provision for loan losses, expected levels of certain non-interest expenses and the liquidity position of the Corporation and Parent Company. The Corporation cautions that these forward-looking statements are subject to various assumptions, risks and uncertainties. Because of the possibility of changes in these assumptions, risks and uncertainties, actual results could differ materially from forward-looking statements.

In addition to the factors identified herein, the following could cause actual results to differ materially from such forward-looking statements: pricing pressures on loan and deposit products, actions of bank and non-bank competitors, changes in local and national economic conditions, changes in regulatory requirements, actions of the Federal Reserve Board (FRB), creditworthiness of current borrowers, customers’ acceptance of the Corporation’s products and services and acquisition pricing and the ability of the Corporation to continue making acquisitions.

The Corporation’s forward-looking statements are relevant only as of the date on which such statements are made. By making any forward-looking statements, the Corporation assumes no duty to update them to reflect new, changing or unanticipated events or circumstances.

RESULTS OF OPERATIONS

Overview

As a financial institution with a focus on traditional banking activities, the Corporation generates the majority of its revenue through net interest income, or the difference between interest income earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is net interest income as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on the various services and products offered to its customers and through sales of assets, such as loans, investments, or properties. Offsetting these revenue sources are provisions for credit losses on loans, other operating expenses and income taxes.

The Corporation’s net income for the second quarter of 2005 increased $3.7 million, or 9.8%, from $37.9 million in 2004 to $41.6 million in 2005. Diluted net income per share increased $0.02, or 8.0%, from $0.25 in 2004 to $0.27 in 2005. The percentage increase in net income per share was slightly lower than the net income increase as the average number of shares outstanding increased as a result of shares issued for acquisitions. The Corporation realized annualized returns on average assets of 1.46% and average equity of 13.95% during the second quarter of 2005. The annualized return on average tangible equity, which is net income divided by average shareholders’ equity, excluding goodwill and intangible assets, was 20.64% for the quarter.

The increase in net income compared to the second quarter of 2004 resulted from an $11.2 million increase in net interest income and a $5.6 million increase in other income (excluding security gains), offset by a $3.9 million

14

decrease in security gains, a $7.6 million increase in other expenses and a $1.7 million increase in income taxes. Net interest income growth resulted from increases in average earning assets, due to the acquisition of First Washington FinancialCorp (First Washington) in December 2004 (see “Acquisitions” below) and internal growth. The net interest margin increased 5.1% compared to the second quarter of 2004, compounding the impact of the earning asset growth.

The following summarizes some of the more significant factors that influenced the Corporation’s second quarter 2005 results.

Interest Rates – Changes in the interest rate environment can have an effect on both the Corporation’s net interest income and its non-interest income. The interest rate environment is commonly evaluated based on the shape of the U. S. Treasury yield curve (Yield Curve), which plots the yields on treasury issues over various maturity periods. During the past year, the Yield Curve has flattened, with short-term rates increasing and longer-term rates decreasing.

Floating rate loans, short-term borrowings and savings and time deposit rates are generally influenced by short-term rates. The FRB raised the Federal funds rate nine times since June 2004, for a total increase of 225 basis points (from 1.00% to 3.25%). The Corporation’s prime lending rate had a corresponding increase, from 4.00% to 6.25%. The increase in short-term rates initially benefited the Corporation as floating rate loans quickly adjusted to higher rates, while increases in deposit rates – which are more discretionary – were less pronounced. As a result, the Corporation realized an increase in net interest margin in the third and fourth quarters of 2004 and the first quarter of 2005.

During the second quarter of 2005, competitive pressures resulted in increases in deposit rates. In addition, the Corporation issued $100 million of subordinated debt at 5.35% at the end of March 2005. As a result, the net interest margin decreased three basis points compared to the first quarter of 2005.

With respect to longer-term rates, the 10-year treasury yield, which is a common benchmark for evaluating residential mortgage rates, decreased to 3.94% at June 30, 2005 as compared to 4.58% at June 30, 2004. Mortgage rates have been generally low over the past several years, generating strong refinance activity and significant gains for the Corporation as fixed rate residential mortgages are generally sold in the secondary market. With the decrease in long-term rates from the prior year, origination volume and the resulting gains on sales of these loans have remained strong, contributing to the Corporation’s non-interest income.

The Corporation manages its risk associated with changes in interest rates through the techniques documented in the “Market Risk” section of Management’s Discussion. As of June 30, 2005, the Corporation projects improvements in net interest income in a rising rate environment. Increases in long-term rates, however, may have a detrimental impact on mortgage loan origination volumes and related gains on sales of mortgage loans.

Earning Assets - The Corporation’s interest-earning assets increased from 2004 to 2005 as a result of the First Washington acquisition and strong internal loan growth. This growth also contributed to the increase in net interest income. With improving regional economic conditions the Corporation is optimistic that internal loan growth in the short-term will continue to be strong.

From 2004 to 2005, the Corporation experienced a shift in its composition of interest-earning assets from investments (23.3% of total average interest-earning assets in 2005, compared to 27.7% in 2004) to loans (74.8% in 2005 compared to 71.1% in 2004). This change resulted from strong loan demand being funded with the proceeds from maturing investment securities, primarily mortgage-backed securities. The movement to higher-yielding loans has had a positive effect on the Corporation’s net interest income and net interest margin.

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Asset Quality - Asset quality refers to the underlying credit characteristics of borrowers and the likelihood that defaults on contractual payments will result in charge-offs of account balances. Asset quality is generally a function of economic conditions, but can be managed through conservative underwriting and sound collection policies and procedures.

The Corporation continued to maintain excellent asset quality, attributable to its credit culture and underwriting policies. Asset quality measures such as non-performing assets to total assets and net charge-offs to average loans improved in comparison to 2004, resulting in a lower provision for loan losses in the second quarter of 2005. While overall asset quality has remained strong, deterioration in quality of one or several significant accounts could have a detrimental impact and result in losses that may not be foreseeable based on current information. In addition, rising interest rates could increase the total payments of borrowers and could have a negative impact on the ability of some to pay according to the terms of their loans.

Equity Markets — As noted in the “Market Risk” section of Management’s Discussion, equity valuations can have an impact on the Corporation’s financial performance. In particular, bank stocks account for a significant portion of the Corporation’s equity investment portfolio. Gains on sales of these equities have been a recurring component of the Corporation’s earnings for many years, including the second quarters of 2005 and 2004, with total gains of $1.4 million and $5.3 million, respectively. Declines in bank stock portfolio values could have a detrimental impact on the Corporation’s ability to recognize gains from these sales.

Acquisitions — In April 2004, the Corporation acquired Resource Bankshares Corporation (Resource), an $890 million financial holding company located in Virginia Beach, Virginia whose primary subsidiary was Resource Bank. This was the Corporation’s first acquisition in Virginia, allowing it to enter a new geographic market. In December 2004, the Corporation acquired First Washington, a $490 million bank holding company located in Windsor, New Jersey whose primary subsidiary was First Washington State Bank (FWSB). Results for 2005 in comparison to 2004 were impacted by these acquisitions, as documented in the appropriate sections of Management’s Discussion.

In July 2005, the Corporation acquired SVB Financial Services, Inc. (SVB) of Somerville, New Jersey. SVB was a $530 million bank holding company whose primary subsidiary was Somerset Valley Bank, which operates 11 community-banking offices in Somerset, Hunterdon and Middlesex counties in New Jersey. The acquisition was completed on July 1, 2005. For additional information on the terms of this acquisition, see Note I, “Subsequent Events”, in the Notes to Consolidated Financial Statements.

Acquisitions have long been a supplement to the Corporation’s internal growth. These recent acquisitions provide the opportunity for additional growth, as they will allow the Corporation’s existing products and services to be sold in new markets. The Corporation’s acquisition strategy focuses on high growth areas with strong market demographics and targets organizations that have a comparable corporate culture, strong performance and good asset quality, among other factors. Under its “super-community” banking philosophy, acquired organizations generally retain their status as separate legal entities, unless consolidation with an existing affiliate bank is practical. Back office functions are generally consolidated to maximize efficiencies.

Merger and acquisition activity in the financial services industry has been very competitive in recent years, as evidenced by the prices paid for certain acquisitions. While the Corporation has been an active acquirer, management is committed to basing its pricing on rational economic models. Management will continue to focus on generating growth in the most cost-effective manner.

Merger and acquisition activity also impacted the Corporation’s capital and liquidity. In order to complete acquisitions, the Corporation must have strategies in place to maintain appropriate levels of capital and to provide necessary cash resources. In March 2005, the Corporation issued $100 million of subordinated debt, in part to support

16

treasury stock repurchases related to acquisitions. This financing instrument also qualifies as a component of total regulatory capital. See additional information in the “liquidity” section of Management’s Discussion.

Quarter Ended June 30, 2005 versus Quarter Ended June 30, 2004

Results for the second quarter of 2005 compared to the results of the second quarter of 2004 were impacted by the December 2004 acquisition of FWSB, whose results are included in 2005 amounts, but not in 2004.

Net Interest Income

Net interest income increased $11.2 million, or 12.6% ($7.0 million, or 7.9%, excluding FWSB), to $99.9 million in 2005 from $88.7 million in 2004. The increase was due to both average balance growth, with total earning assets increasing 7.0%, and an improving net interest margin. The average taxable equivalent yield on earning assets increased 69 basis points (a 13.5% increase) over 2004 while the cost of interest-bearing liabilities increased 62 basis points (a 37.1% increase). This resulted in a 19 basis point increase in net interest margin compared to the same period in 2004. The Corporation continues to manage its asset/liability position and interest rate risk through the methods discussed in the “Market Risk” section of Management’s Discussion.

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The following table provides a comparative average balance sheet and net interest income analysis for the second quarter of 2005 as compared to the same period in 2004. Interest income and yields are presented on a tax-equivalent basis, using a 35% Federal tax rate. The discussion following this table is based on these tax-equivalent amounts. All dollar amounts are in thousands.

	Quarter Ended June 30, 2005									Quarter Ended June 30, 2004
	Average						Yield/			Average						Yield/
	Balance			Interest			Rate (1)			Balance			Interest			Rate (1)
ASSETS
Interest-earning assets:
Loans and leases	$	7,823,737		$	124,080			6.36	%	$	6,946,626		$	97,705			5.65	%
Taxable investment securities		1,965,683			18,257			3.71			2,299,834			19,652			3.39
Tax-exempt investment securities		341,044			4,227			4.96			272,891			3,822			5.60
Equity securities		129,980			1,341			4.14			137,528			1,196			3.49
Total investment securities		2,436,707			23,825			3.91			2,710,253			24,670			3.62
Mortgage loans held for sale		152,503			2,699			7.08			115,658			1,962			6.79
Other interest-earning assets		47,819			348			2.90			6,717			19			1.09
Total interest-earning assets		10,460,766			150,952			5.79	%		9,779,254			124,356			5.10	%
Noninterest-earning assets:
Cash and due from banks		342,592									332,653
Premises and equipment		152,123									130,737
Other assets		552,807									447,700
Less: Allowance for loan losses		(91,209	)								(86,800	)
Total Assets	$	11,417,079								$	10,603,544
LIABILITIES AND EQUITY
Interest-bearing liabilities:
Demand deposits	$	1,484,772		$	3,309			0.89	%	$	1,362,761		$	1,634			0.48	%
Savings deposits		1,986,909			5,859			1.18			1,857,175			2,637			0.57
Time deposits		3,019,818			21,936			2.91			2,841,569			18,074			2.56
Total interest-bearing deposits		6,491,499			31,104			1.92			6,061,505			22,345			1.48
Short-term borrowings		1,180,975			7,914			2.68			1,282,657			3,135			0.98
Long-term debt		841,650			9,668			4.59			656,803			7,838			4.70
Total interest-bearing liabilities		8,514,124			48,686			2.29	%		8,000,965			33,318			1.67	%
Noninterest-bearing liabilities:
Demand deposits		1,567,611									1,386,770
Other		139,888									114,219
Total Liabilities		10,221,623									9,501,954
Shareholders’ equity		1,195,455									1,101,590
Total Liabilities and Shareholders’ Equity	$	11,417,078								$	10,603,544
Net interest income/ net interest margin (FTE)					102,266			3.92	%					91,038			3.73	%
Tax equivalent adjustment					(2,341	)								(2,332	)
Net interest income				$	99,925								$	88,706

(1) Presented on a fully taxable equivalent (FTE) basis using a 35% Federal tax rate.

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The following table summarizes the changes in interest income and expense due to changes in average balances (volume) and changes in rates:

	2005 vs. 2004
	Increase (decrease) due
	To change in
	Volume			Rate			Net
	(in thousands)
Interest income on:
Loans and leases	$	13,280		$	13,095		$	26,375
Taxable investment securities		(2,981	)		1,586			(1,395	)
Tax-exempt investment securities		894			(489	)		405
Equity securities		(68	)		213			145
Mortgage loans held for sale		654			83			737
Other interest-earning assets		262			67			329
Total interest-earning assets	$	12,041		$	14,555		$	26,596
Interest expense on:
Demand deposits	$	159		$	1,516		$	1,675
Savings deposits		198			3,024			3,222
Time deposits		1,201			2,661			3,862
Short-term borrowings		(268	)		5,047			4,779
Long-term debt		2,153			(323	)		1,830
Total interest-bearing liabilities	$	3,443		$	11,925		$	15,368

Interest income increased $26.6 million, or 21.4%, mainly as a result of both the increased yield on interest earning assets and growth in average balances. Interest income increased $14.6 million as a result of the 69 basis point increase in rates. An additional $12.0 million increase was realized from the 7.0% increase in average balances.

Average loans increased $877.1 million, or 12.6%. The following presents the growth in average loans by category:

	Three months ended
	June 30				Increase (decrease)
	2005		2004		$			%
			(dollars in thousands)
Commercial — industrial and financial	$	1,970,926	$	1,776,940	$	193,986			10.9	%
Commercial — agricultural		319,853		331,575		(11,721	)		(3.5	)
Real estate — commercial mortgage		2,537,606		2,216,617		320,988			14.5
Real estate — commercial construction		388,113		312,312		75,802			24.3
Real estate — residential mortgage		570,061		519,353		50,707			9.8
Real estate — residential construction		344,823		241,053		103,769			43.0
Real estate — home equity		1,127,228		959,267		167,960			17.5
Consumer		502,031		517,226		(15,195	)		(2.9	)
Leasing and other		63,096		72,283		(9,185	)		(12.7	)
Total	$	7,823,737	$	6,946,626	$	877,111			12.6	%

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FWSB contributed $251.6 million to the increase in average loans, presented by type in the following table:

	Three months ended June 30
	2005		2004		Increase
	(in thousands)
Commercial — industrial and financial	$	51,553	$	—	$	51,553
Commercial — agricultural		—		—		—
Real estate — commercial mortgage		129,435		—		129,435
Real estate — commercial construction		19,894		—		19,894
Real estate — residential mortgage		11,430		—		11,430
Real estate — residential construction		258		—		258
Real estate — home equity		34,913		—		34,913
Consumer		3,737		—		3,737
Leasing and other		397		—		397
Total	$	251,617	$	—	$	251,617

The following table presents the growth in average loans, by type, excluding the average balances contributed by FWSB:

	Three months ended June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Commercial — industrial and financial	$	1,919,373	$	1,776,940	$	142,433			8.0	%
Commercial — agricultural		319,853		331,575		(11,722	)		(3.5	)
Real estate — commercial mortgage		2,408,173		2,216,617		191,556			8.6
Real estate — commercial construction		368,220		312,312		55,908			17.9
Real estate — residential mortgage		558,630		519,353		39,277			7.6
Real estate — residential construction		344,564		241,053		103,511			42.9
Real estate — home equity		1,092,314		959,267		133,047			13.9
Consumer		498,293		517,226		(18,933	)		(3.7	)
Leasing and other		62,700		72,283		(9,583	)		(13.3	)
Total	$	7,572,120	$	6,946,626	$	625,494			9.0	%

Excluding the impact of FWSB, loan growth continued to be particularly strong in the commercial and commercial mortgage categories, which together increased $334.0 million, or 8.4%. Commercial agricultural loans decreased $11.7 million, or 3.5% due to agricultural customers using excess funds to pay down loans, instead of expanding their facilities. Residential mortgage and residential construction increased $142.8 million, or 18.8%, mainly due to an increase in residential construction lending at Resource Bank. Home equity loans increased $133.1 million, or 13.9%, due to promotional efforts and customers using home equity loans as a cost-effective refinance alternative. Consumer loans decreased slightly, reflecting repayment of these loans with tax-advantaged residential mortgage or home equity loans.

The average yield on loans during the second quarter of 2005 was 6.36%, a 71 basis point, or 12.6%, increase over 2004. This reflects the impact of a significant portfolio of floating rate loans, which reprice to higher rates when interest rates rise.

Average investment securities decreased $273.5 million, or 10.1%. Excluding the impact of FWSB, this decrease was $506.7 million, or 18.7%. During the past twelve months, maturities of investment securities exceeded purchases of new investments, with the resulting net inflow of funds used to support loan growth.

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The average yield on investment securities increased 29 basis points, from 3.62% in 2004 to 3.91% in 2005.

Interest expense increased $15.4 million, or 46.1%, to $48.7 million in the second quarter of 2005, from $33.3 million in the second quarter of 2004. Interest expense increased $11.9 million as a result of the 62 basis point increase in the cost of total interest-bearing liabilities, with the remaining $3.4 million increase due to an increase in average balances, The cost of interest-bearing deposits increased 44 basis points, or 29.7%, from 1.48% in 2004 to 1.92% in 2005. This increase was due to rising rates in general as a result of the FRB’s rate increases over the past twelve months.

The following table presents average deposits by category:

	Three months ended
	June 30				Increase
	2005		2004		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	1,567,611	$	1,386,770	$	180,841		13.0	%
Interest-bearing demand		1,484,771		1,362,761		122,011		9.0
Savings/money market		1,986,909		1,857,174		129,735		7.0
Time deposits		3,019,819		2,841,570		178,248		6.3
Total	$	8,059,110	$	7,448,275	$	610,835		8.2	%

The FWSB acquisition accounted for approximately $419.6 million of the increase in average balances. The following table presents the average balance impact of the acquisition, by type:

	Three months ended
	June 30
	2005		2004		Increase
	(in thousands)
Noninterest-bearing demand	$	79,743	$	—	$	79,743
Interest-bearing demand		54,268		—		54,268
Savings/money market		51,082		—		51,082
Time deposits		234,556		—		234,556
Total	$	419,649	$	—	$	419,649

The following table presents the growth in average deposits, by type, excluding the contribution of FWSB:

	Three months ended
	June 30				Increase (decrease)
	2005		2004		$			%
			(dollars in thousands)
Noninterest-bearing demand	$	1,487,868	$	1,386,770	$	101,098			7.3	%
Interest-bearing demand		1,430,503		1,362,761		67,742			5.0
Savings/money market		1,935,827		1,857,175		78,652			4.2
Time deposits		2,785,264		2,841,570		(56,306	)		(2.0	)
Total	$	7,639,461	$	7,448,275	$	191,186			2.6	%

Average borrowings increased $83.2 million, or 4.3%, to $2.0 billion in the second quarter of 2005. FWSB added $51.3 million to short-term borrowings and $9.5 million to long-term debt. Excluding FWSB, average short-term borrowings decreased $152.9 million, or 11.9%, to $1.1 billion in 2005, while average long-term

21

debt increased $175.4 million, or 26.7%, to $832.2 million. The decrease in short-term borrowings was mainly due to a decrease in Federal funds purchased as funds from deposits and investment maturities were sufficient to fund increases in loans. The increase in long-term debt was partially due to the Corporation’s issuance of $100.0 million of ten-year subordinated notes in March 2005. The remaining increase was mainly due to an increase in Federal Home Loan Bank Advances. The Corporation locked in longer-term rates in anticipation of increasing rates. As with the U.S. Treasury yields, longer-term FHLB rates have decreased over the last year.

Provision and Allowance for Loan Losses

The following table summarizes loans outstanding (net of unearned income):

	June 30		December 31		June 30
	2005		2004		2004
	(in thousands)
Commercial — industrial and financial	$	1,991,480	$	1,946,962	$	1,818,568
Commercial — agricultural		322,791		326,176		324,466
Real-estate — commercial mortgage		2,556,990		2,461,016		2,240,228
Real-estate — commercial construction		396,159		348,846		314,903
Real-estate — residential mortgage		558,845		543,072		504,320
Real-estate — residential construction		347,614		277,940		245,963
Real estate — home equity		1,141,749		1,108,249		1,004,532
Consumer		485,489		506,290		522,574
Leasing and other		60,391		65,996		66,757
Total	$	7,861,508	$	7,584,547	$	7,042,311

22

The following table summarizes the activity in the Corporation’s allowance for loan losses:

	Three months ended
	June 30
	2005			2004
	(dollars in thousands)
Loans outstanding at end of period (net of unearned)	$	7,861,508		$	7,042,311
Daily average balance of loans and leases	$	7,823,737		$	6,946,626
Balance at beginning of period	$	90,127		$	78,271
Loans charged-off:
Commercial, financial and agricultural		729			510
Real estate – mortgage		54			203
Consumer		836			808
Leasing and other		41			48
Total loans charged-off		1,660			1,569
Recoveries of loans previously charged-off:
Commercial, financial and agricultural		479			574
Real estate – mortgage		467			114
Consumer		242			412
Leasing and other		22			24
Total recoveries		1,210			1,124
Net loans charged-off		450			444
Provision for loan losses		725			800
Allowance purchased (Resource)		—			7,912
Balance at end of period	$	90,402		$	86,539
Net charge-offs to average loans (annualized)		0.02	%		0.03	%
Allowance for loan losses to loans outstanding		1.15	%		1.23	%

The following table summarizes the Corporation’s non-performing assets:

	June 30			December 31			June 30
	2005			2004			2004
	(dollars in thousands)
Non-accrual loans	$	20,820		$	22,574		$	21,961
Loans 90 days past due and accruing		7,453			8,318			9,314
Other real estate owned (OREO)		3,478			2,209			1,119
Total non-performing assets	$	31,751		$	33,101		$	32,394
Non-accrual loans/Total loans		0.26	%		0.30	%		0.31	%
Non-performing assets/Total assets		0.27	%		0.30	%		0.31	%
Allowance/Non-performing loans		320	%		290	%		277	%

23

The provision for loan losses for the second quarter of 2005 totaled $725,000, a decrease of $75,000, or 9.4%, from the same period in 2004. Net charge-offs totaled $450,000, or 0.02% of average loans on an annualized basis, during the second quarter of 2005, compared to $444,000 or 0.03% in net charge-offs, for the second quarter of 2004. Non-performing assets decreased to $31.8 million, or 0.27% of total assets, at June 30, 2005, from $32.4 million, or 0.31% of total assets, at June 30, 2004.

Management believes that the allowance balance of $90.4 million at June 30, 2005 is sufficient to cover losses inherent in the loan portfolio on that date and is appropriate based on applicable accounting standards.

Other Income

The following table presents the components of other income:

	Three months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(in thousands)
Investment management and trust services	$	8,966	$	8,637	$	329			3.8	%
Service charges on deposit accounts		9,960		9,929		31			0.3
Other service charges and fees		7,142		4,970		2,172			43.7
Gain on sale of mortgage loans		6,290		6,050		240			4.0
Investment securities gains		1,418		5,349		(3,931	)		(73.5	)
Gain on sale of deposits		2,201		—		2,201			N/A
Other		2,338		1,727		611			35.4
Total	$	38,315	$	36,662	$	1,653			4.5	%

Total other income for the quarter ended June 30, 2005 was $38.3 million, an increase of $1.7 million, or 4.5%, over the comparable period in 2004. Excluding investment securities gains, which decreased from $5.3 million in 2004 to $1.4 million in 2005, other income increased $5.6 million, or 17.8%.

Other service charges and fees increased $2.2 million, or 43.7%, due to a one-time increase in credit card merchant fee income and fees on letters of credit. During the second quarter of 2005, the Corporation sold three branches and related deposits in two separate transactions. The sale resulted in $2.2 million of gains primarily from the premiums paid on the $36.7 million of deposits sold. The $611,000 increase in other income resulted from growth in various categories.

Investment securities gains decreased $3.9 million, or 73.5%. Investment securities gains during the second quarter of 2005 consisted of net realized gains of $1.4 million on the sale of equity securities and $56,000 on the sale of available for sale debt securities. Investment securities gains during the second quarter of 2004 consisted of net realized gains of $3.3 million on the sale of equity securities and $2.0 million on the sale of available for sale debt securities.

24

Other Expenses

The following table presents the components of other expenses:

	Three months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Salaries and employee benefits	$	45,152	$	41,834	$	3,318			7.9	%
Net occupancy expense		6,549		5,859		690			11.8
Equipment expense		2,888		2,749		139			5.1
Data processing		3,321		2,868		453			15.8
Advertising		2,276		1,914		362			18.9
Intangible amortization		1,168		1,356		(188	)		-13.9
Other		16,752		13,957		2,795			20.0
Total	$	78,106	$	70,537	$	7,569			10.7	%

Total other expenses increased $7.6 million, or 10.7%, in 2005, including $3.4 million due to FWSB, detailed as follows:

	Three months ended
	June 30
	2005		2004		Increase
	(in thousands)
Salaries and employee benefits	$	1,291	$	—	$	1,291
Net occupancy expense		358		—		358
Equipment expense		157		—		157
Data processing		122		—		122
Advertising		55		—		55
Intangible amortization		154		—		154
Other		1,269		—		1,269
Total	$	3,406	$	—	$	3,406

The following table presents the components of other expenses, excluding the amounts contributed by FWSB, for the quarter ended June 30, 2005:

	Three months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Salaries and employee benefits	$	43,861	$	41,834	$	2,027			4.8	%
Net occupancy expense		6,191		5,859		332			5.7
Equipment expense		2,731		2,749		(18	)		(0.7	)
Data processing		3,199		2,868		331			11.5
Advertising		2,221		1,914		307			16.0
Intangible amortization		1,014		1,356		(342	)		(25.2	)
Other		15,483		13,957		1,526			10.9
Total	$	74,700	$	70,537	$	4,163			5.9	%

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The discussion that follows addresses changes in other expenses, excluding FWSB.

Salaries and employee benefits increased $2.0 million, or 4.8%, in comparison to the second quarter of 2004. The salary expense component increased $1.4 million, or 4.2%, driven by salary increases for existing employees and an increase in average full-time equivalent employees from 3,298 in the second quarter of 2004 to 3,317 in the second quarter of 2005. Employee benefits increased $626,000, or 7.6%, in comparison to the second quarter of 2004 driven mainly by increases in healthcare costs.

Net occupancy expense increased $332,000, or 5.7%, to $6.2 million in 2005. The increase resulted from the expansion of the branch network and the addition of new office space for existing affiliates. Equipment expense decreased $18,000, or 0.7%, due to lower depreciation expense as certain equipment became fully depreciated.

Data processing expense, which consists mainly of fees paid for outsourced back office systems, increased $331,000, or 11.5%, due to the continued growth in transaction volumes. Advertising expense increased $307,000, or 16.0%, due to promotional campaigns particularly in retail lines of business. Intangible amortization decreased $342,000, or 25.2%, in the second quarter of 2005. Intangible amortization consists of the amortization of unidentifiable intangible assets related to branch and loan acquisitions, core deposit intangible assets, and other identified intangible assets. Since many of these intangibles are amortized using accelerated methods, amortization expense of existing intangibles decreases over time. Other expense increased $1.5 million, or 10.9%, due to the timing of certain expenses.

Income Taxes

Income tax expense for the second quarter of 2005 was $17.8 million, a $1.6 million, or 10.3%, increase from $16.2 million in 2004. The Corporation’s effective tax rate for the second quarter of 2005 was approximately 30.0%, as compared to 29.9% in 2004. The effective rate is lower than the Federal statutory rate of 35% due mainly to investments in tax-free municipal securities and federal tax credits from investments in low and moderate income housing partnerships.

Six Months Ended June 30, 2005 versus Six Months Ended June 30, 2004

Results for the first six months of 2005 when compared to the results of 2004 were impacted by the acquisitions of Resource Bank in April 2004 and FWSB in December 2004. In the following discussion these are collectively referred to as the “Acquisitions”.

Net Interest Income

Net interest income increased $26.5 million, or 15.4%, to $198.2 million in 2005 from $171.7 million in 2004. This increase was due to both average balance growth, with total earning assets increasing 10.2%, and an improving net interest margin. The average yield on earning assets increased 57 basis points (an 11.1% increase) over 2004 while the cost of interest-bearing liabilities increased 51 basis points (a 30.5% increase). This resulted in an 18 basis point increase in net interest margin compared to the same period in 2004. The Corporation continues to manage its asset/liability position and interest rate risk through the methods discussed in the “Market Risk” section of Management’s Discussion.

The following table provides a comparative average balance sheet and net interest income analysis for the first six months of 2005 as compared to the same period in 2004. Interest income and yields are presented on a tax-equivalent basis, using a 35% Federal tax rate. The discussion following this table is based on these tax-equivalent amounts. All dollar amounts are in thousands.

26

	Six months ended June 30, 2005									Six months ended June 30, 2004
	Average						Yield/			Average						Yield/
	Balance			Interest (1)			Rate (1)			Balance			Interest (1)			Rate (1)
ASSETS
Interest-earning assets:
Loans and leases	$	7,749,797		$	241,461			6.28	%	$	6,567,307		$	187,000			5.72	%
Taxable investment securities		1,974,723			36,518			3.69			2,351,126			41,388			3.49
Tax-exempt investment securities		338,215			8,481			5.02			274,517			7,631			5.56
Equity securities		126,907			2,611			4.13			134,540			2,389			3.56
Total investment securities		2,439,845			47,610			3.90			2,760,183			51,408			3.70
Mortgage loans held for sale		132,670			4,511			6.80			65,435			2,201			6.73
Other interest-earning assets		38,313			524			2.74			5,231			29			1.12
Total interest-earning assets		10,360,625			294,106			5.71	%		9,398,156			240,638			5.14	%
Noninterest-earning assets:
Cash and due from banks		332,747									316,721
Premises and equipment		150,579									126,083
Other assets		561,120									381,825
Less: Allowance for loan losses		(90,851	)								(82,766	)
Total Assets	$	11,314,220								$	10,140,019
LIABILITIES AND EQUITY
Interest-bearing liabilities:
Demand deposits	$	1,489,850		$	6,279			0.85	%	$	1,315,716		$	2,989			0.46	%
Savings deposits		1,949,573			10,324			1.07			1,808,638			5,143			0.57
Time deposits		3,008,161			42,309			2.84			2,636,657			34,563			2.64
Total interest-bearing deposits		6,447,584			58,912			1.84			5,761,011			42,695			1.49
Short-term borrowings		1,210,053			14,738			2.44			1,313,972			6,462			0.98
Long-term debt		761,992			17,598			4.64			613,439			15,130			4.85
Total interest-bearing liabilities		8,419,629			91,248			2.18	%		7,688,422			64,287			1.67	%
Noninterest-bearing liabilities:
Demand deposits		1,538,526									1,322,155
Other		133,554									103,784
Total Liabilities		10,091,709									9,114,361
Shareholders’ equity		1,222,511									1,025,658
Total Liabilities and Shareholders’ Equity	$	11,314,220								$	10,140,019
Net interest income/ net interest margin (FTE)					202,858			3.94	%					176,351			3.76	%
Tax equivalent adjustment					(4,685	)								(4,678	)
Net interest income				$	198,173								$	171,673

(1) Presented on a fully taxable equivalent (FTE) basis using a 35% Federal tax rate.

27

The following table summarizes the changes in interest income and expense due to changes in average balances (volume) and changes in rates:

	2005 vs. 2004
	Increase (decrease) due
	To change in
	Volume			Rate			Net
	(in thousands)
Interest income on:
Loans and leases	$	35,361		$	19,100		$	54,461
Taxable investment securities		(6,958	)		2,088			(4,870	)
Tax-exempt investment securities		1,631			(781	)		850
Equity securities		(143	)		365			222
Mortgage loans held for sale		2,280			30			2,310
Other interest-earning assets		401			94			495
Total interest-earning assets	$	32,572		$	20,896		$	53,468
Interest expense on:
Demand deposits	$	438		$	2,852		$	3,290
Savings deposits		427			4,754			5,181
Time deposits		5,033			2,713			7,746
Short-term borrowings		(549	)		8,825			8,276
Long-term debt		3,442			(974	)		2,468
Total interest-bearing liabilities	$	8,791		$	18,170		$	26,961

Interest income increased $53.5 million, or 22.2%, due to a combination of increases in average interest-earning assets, which contributed $32.6 million to the increase, and increases in average yields, which resulted in a $20.9 million increase.

Average interest-earning assets increased $962.5 million, or 10.2%, mainly as a result of a $709.0 million contribution from the Acquisitions. Internal growth in average loans of $474.4 million was more than offset by a $612.3 million decline in average investments. However, this change in the mix of earning assets contributed to the 57 basis point increase in average yields.

The Corporation’s average loan portfolio increased $1.2 billion, or 18.0%, as shown by type in the following table:

	Six months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Commercial — industrial and financial	$	1,987,810	$	1,691,552	$	296,258			17.5	%
Commercial — agricultural		323,257		340,386		(17,129	)		(5.0	)
Real estate — commercial mortgage		2,488,974		2,115,053		373,921			17.7
Real estate — commercial construction		375,603		283,068		92,535			32.7
Real estate — residential mortgage		565,272		480,601		84,671			17.6
Real estate — residential construction		327,459		142,258		185,201			130.2
Real estate — home equity		1,117,139		928,917		188,222			20.3
Consumer		501,252		515,086		(13,834	)		(2.7	)
Leasing and other		63,031		70,386		(7,355	)		(10.4	)
Total	$	7,749,797	$	6,567,307	$	1,182,490			18.0	%

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The Acquisition contributed approximately $709.0 million to the increase in average balances. The following table presents the average balance impact of the Acquisitions, by type:

	Six months ended
	June 30
	2005		2004		Increase
	(in thousands)
Commercial — industrial and financial	$	187,095	$	52,853	$	134,242
Commercial — agricultural		1,601		195		1,407
Real estate — commercial mortgage		298,143		82,991		215,152
Real estate — commercial construction		108,154		35,752		72,402
Real estate — residential mortgage		90,158		34,625		55,533
Real estate — residential construction		270,978		98,694		172,284
Real estate — home equity		51,971		4,510		47,461
Consumer		6,240		1,329		4,911
Leasing and other		7,018		1,363		5,655
Total	$	1,021,358	$	312,312	$	709,046

The following table presents the growth in average loans, by type, excluding the average balances contributed by the Acquisitions:

	Six months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Commercial — industrial and financial	$	1,800,715	$	1,638,699	$	162,016			9.9	%
Commercial — agricultural		321,656		340,191		(18,535	)		(5.4	)
Real estate — commercial mortgage		2,190,831		2,032,062		158,769			7.8
Real estate — commercial construction		267,449		247,316		20,133			8.1
Real estate — residential mortgage		475,114		445,976		29,138			6.5
Real estate — residential construction		56,481		43,564		12,917			29.7
Real estate — home equity		1,065,168		924,407		140,761			15.2
Consumer		495,012		513,757		(18,745	)		(3.6	)
Leasing and other		56,013		69,023		(13,010	)		(18.8	)
Total	$	6,728,439	$	6,254,995	$	473,444			7.6	%

Excluding the impact of the Acquisitions, average loan growth continued to be particularly strong in the commercial and commercial mortgage categories, which together increased $320.8 million, or 8.7%. Commercial agricultural loans decreased $18.5 million, or 5.4% due to agricultural customers using excess funds to pay down loans, instead of expanding their facilities. Residential mortgage and residential construction increased $42.1 million, or 8.6%. Home equity loans increased $140.8 million, or 15.2%, due to promotional efforts and customers using home equity loans as a cost-effective refinance alternative. Consumer loans decreased slightly, reflecting repayment of these loans with tax-advantaged residential mortgage or home equity loans. Leasing and other loans decreased $13.0 million, or 18.8%.

The average yield on loans during the first six months of 2005 was 6.28%, a 56 basis point, or 9.8%, increase over 2004. This reflects the impact of a significant portfolio of floating rate loans, which reprice to higher rates when interest rates rise, as they have over the past twelve months.

Average investment securities decreased $320.3 million, or 11.6%. Excluding the impact of the Acquisitions, this decrease was $612.3 million, or 22.6%. During the past twelve months, maturities of investment

29

securities exceeded purchases as funds were used to support loan growth and reduce short-term borrowings. The average yield on investment securities increased 20 basis points from 3.70% in 2004 to 3.90% in 2005.

Interest expense increased $27.0 million, or 41.9%, to $91.2 million in the first six months of 2005 from $64.3 million in the first six months of 2004. Interest expense increased $18.2 million as a result of the 51 basis point increase in the cost of total interest-bearing liabilities, with the remaining increase of $8.8 million due to an increase in average balances. The cost of interest-bearing deposits increased 35 basis points, or 23.5%, from 1.49% in 2004 to 1.84% in 2005. This increase was due to rising rates in general as a result of the FRB’s rate increases over the past twelve months.

The following table presents the growth in average deposits by category:

	Six months ended
	June 30				Increase
	2005		2004		$		%
	(dollars in thousands)
Noninterest-bearing demand	$	1,538,526	$	1,322,155	$	216,371		16.4	%
Interest-bearing demand		1,489,850		1,315,716		174,134		13.2
Savings/money market		1,949,573		1,808,638		140,935		7.8
Time deposits		3,008,161		2,636,657		371,504		14.1
Total	$	7,986,110	$	7,083,166	$	902,944		12.7	%

The Acquisitions accounted for approximately $809.1 million of the increase in average balances. The following table presents the average balance impact of the Acquisitions, by type:

	Six months ended
	June 30
	2005		2004		Increase
	(in thousands)
Noninterest-bearing demand	$	119,004	$	19,187	$	99,817
Interest-bearing demand		103,032		27,453		75,579
Savings/money market		161,079		22,391		138,688
Time deposits		714,762		219,739		495,023
Total	$	1,097,877	$	288,770	$	809,107

The following table presents the growth in average deposits, by type, excluding the contribution of the Acquisitions:

	Six months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Noninterest-bearing demand	$	1,419,522	$	1,302,968	$	116,554			8.9	%
Interest-bearing demand		1,386,818		1,288,263		98,555			7.7
Savings/money market		1,788,494		1,786,247		2,247			0.1
Time deposits		2,293,399		2,416,918		(123,519	)		(5.1	)
Total	$	6,888,233	$	6,794,396	$	93,837			1.4	%

30

Average borrowings increased $44.6 million, or 2.3%, to $2.0 billion in the first six months of 2005. The Acquisitions added $160.5 million to short-term borrowings and $75.7 million to long-term debt. Excluding the Acquisitions, average short-term borrowings decreased $264.4 million, or 21.3%, to $978.3 million in 2005, while average long-term debt increased $72.8 million, or 12.7%, to $647.1 million. The decrease in short-term borrowings was mainly due to a decrease in Federal funds purchased as funds from deposit growth and investment maturities were sufficient to fund increases in loans. The increase in long-term debt was partially due to the Corporation’s issuance of $100.0 million of ten-year subordinated notes in March 2005.

Provision and Allowance for Loan Losses

The following table summarizes the activity in the Corporation’s allowance for loan losses:

	Six months ended
	June 30
	2005			2004
	(dollars in thousands)
Loans outstanding at end of period (net of unearned)	$	7,861,508		$	7,042,311
Daily average balance of loans and leases	$	7,749,797		$	6,567,307
Balance at beginning of period	$	89,627		$	77,700
Loans charged-off:
Commercial, financial and agricultural		1,551			1,489
Real estate – mortgage		241			967
Consumer		1,601			1,595
Leasing and other		85			181
Total loans charged-off		3,479			4,232
Recoveries of loans previously charged-off:
Commercial, financial and agricultural		1,176			1,091
Real estate – mortgage		917			560
Consumer		608			911
Leasing and other		28			57
Total recoveries		2,729			2,619
Net loans charged-off		750			1,613
Provision for loan losses		1,525			2,540
Allowance purchased (Resource)		—			7,912
Balance at end of period	$	90,402		$	86,539
Net charge-offs to average loans (annualized)		0.02	%		0.05	%
Allowance for loan losses to loans outstanding		1.15	%		1.23	%

The provision for loan losses for the first six months of 2005 totaled $1.5 million, a decrease of $1.0 million, or 40.0%, from the same period in 2004. Net charge-offs totaled $750,000, or 0.02% of average loans on an annualized basis, during the first six months of 2005, an $863,000 improvement over the $1.6 million, or 0.05%, in net charge-offs for the first six months of 2004. Non-performing assets decreased to $31.8 million, or 0.27% of total assets, at June 30, 2005, from $32.4 million, or 0.31% of total assets, at June 30, 2004.

31

Management believes that the allowance balance of $90.4 million at June 30, 2005 is sufficient to cover losses inherent in the loan portfolio on that date and is appropriate based on applicable accounting standards.

Other Income

The following table presents the components of other income:

	Six months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Investment management and trust services	$	17,985	$	17,282	$	703			4.1	%
Service charges on deposit accounts		19,292		19,434		(142	)		(0.7	)
Other service charges and fees		12,698		9,996		2,702			27.0
Gain on sale of mortgage loans		12,339		7,764		4,575			58.9
Investment securities gains		4,733		11,177		(6,444	)		(57.7	)
Gain on sale of deposits		2,201		—		2,201			N/A
Other		4,920		3,047		1,873			61.5
Total	$	74,168	$	68,700	$	5,468			8.0	%

Total other income for the six months ended June 30, 2005 was $74.2 million, an increase of $5.5 million, or 8.0%, over the comparable period in 2004. Excluding investment securities gains, which decreased from $11.2 million in 2004 to $4.7 million in 2005, other income increased $11.9 million, or 20.7%. The Acquisitions contributed $7.1 million to this increase.

Gains on sale of mortgage loans increased $4.6 million with the Acquisitions, mainly Resource Bank, contributing $4.1 million of the increase. Service charges on deposit accounts decreased $142,000, or 0.7%, (excluding the Acquisitions, service charges on deposit accounts decreased $681,000). The decrease was mainly due to increases in existing customers’ balances resulting in lower service charges for those accounts. Other service charges and fees increased $2.7 million, or 27.0%, due mainly to a one-time increase in credit card merchant fee income and letter of credit fees.

During the second quarter of 2005, the Corporation sold three branches and related deposits in two separate transactions. The sales resulted in $2.2 million of gains, primarily from the premiums paid on the deposits, which totaled $36.7 million. Other income increased $1.9 million, or 61.5%, with the Acquisitions accounting for $1.1 million of the increase and approximately $600,000 resulting from the change in the fair values of certain derivatives related to forward commitments for loan sales.

Investment securities gains decreased $6.4 million, or 57.7%. These gains during the first six months of 2005 consisted of net realized gains of $3.9 million on the sale of equity securities and $845,000 on the sale of available-for-sale debt securities. Investment securities gains during the first six months of 2004 consisted of net realized gains of $8.1 million on the sale of equity securities and $3.1 million on the sale of available-for-sale debt securities. See the “Market Risk” section of Management’s Discussion for information on the risks associated with the Corporation’s portfolio of equity securities.

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Other Expenses

The following table presents the components of other expenses:

	Six months ended
	June 30				Increase
	2005		2004		$		%
	(dollars in thousands)
Salaries and employee benefits	$	89,353	$	78,592	$	10,761		13.7	%
Net occupancy expense		14,047		11,377		2,670		23.5
Equipment expense		5,958		5,390		568		10.5
Data processing		6,490		5,687		803		14.1
Advertising		4,249		3,442		807		23.4
Intangible amortization		2,347		2,347		—		—
Other		29,393		25,974		3,419		13.2
Total	$	151,837	$	132,809	$	19,028		14.3	%

Total other expenses increased $19.0 million, or 14.3%, in 2005, including $15.5 million due to the Acquisitions, as follows:

	Six months ended
	June 30
	2005		2004		Increase
	(in thousands)
Salaries and employee benefits	$	12,315	$	4,472	$	7,843
Net occupancy expense		2,226		621		1,605
Equipment expense		1,106		380		726
Data processing		941		239		702
Advertising		546		173		373
Intangible amortization		520		127		393
Other		5,536		1,656		3,880
Total	$	23,190	$	7,668	$	15,522

The following table presents the components of other expenses, excluding the amounts contributed by the Acquisitions:

	Six months ended
	June 30				Increase (decrease)
	2005		2004		$			%
	(dollars in thousands)
Salaries and employee benefits	$	77,038	$	74,120	$	2,918			3.9	%
Net occupancy expense		11,821		10,756		1,065			9.9
Equipment expense		4,852		5,010		(158	)		(3.2	)
Data processing		5,549		5,448		101			(1.9	)
Advertising		3,703		3,269		434			13.3
Intangible amortization		1,827		2,220		(393	)		(17.7	)
Other		23,857		24,318		(461	)		(1.9	)
Total	$	128,647	$	125,141	$	3,506			2.8	%

The discussion that follows addresses changes in other expenses, excluding the Acquisitions.

33

Salaries and employee benefits increased $2.9 million, or 3.9%, in comparison to the first six months of 2004. The salary expense component increased $1.8 million, or 3.1%, driven by salary increases for existing employees. Average full-time equivalent employees decreased from 2,906 in the first six months of 2004 to 2,891 in the first six months of 2005. Employee benefits increased $1.1 million, or 7.5%, in comparison to the first six months of 2004 driven mainly by continued increases in healthcare costs.

Net occupancy expense increased $1.1 million, or 9.9%, to $11.8 million in 2005. The increase resulted from the expansion of the branch network and the addition of new office space for existing affiliates. Equipment expense decreased $158,000, or 3.2%, due to lower depreciation expense as certain equipment became fully depreciated.

Data processing expense, which consists mainly of fees paid for outsourced back office systems, increased $101,000, or 1.9%. Advertising expense increased $434,000, or 13.3%, due to the timing of promotional campaigns. Intangible amortization decreased $393,000, or 17.7%, in the first six months of 2005. Intangible amortization consists of the amortization of unidentifiable intangible assets related to branch and loan acquisitions, core deposit intangible assets, and other identified intangible assets. Since many of these intangibles are amortized using accelerated methods, amortization expense of existing intangibles decreases over time. Other expense decreased $461,000, or 1.9%, mainly as a result of several non-recurring items, including a reduction of the reserve for legal contingencies.

Income Taxes

Income tax expense for the first six months of 2005 was $35.9 million, a $4.6 million, or 14.5%, increase from $31.3 million in 2004. The Corporation’s effective tax rate was approximately 30.1% in 2005 as compared to 29.8 % in 2004. The effective rate is lower than the Federal statutory rate of 35% due mainly to investments in tax-free municipal securities and federal tax credits from investments in low and moderate income housing partnerships.

FINANCIAL CONDITION

Total assets of the Corporation increased $412.7 million, or 3.7%, to $11.6 billion at June 30, 2005, compared to $11.2 billion at December 31, 2004. Increases occurred in loans ($277.0 million, or 3.7%), loans held for sale ($78.8 million, or 49.6%), and cash balances ($80.5 million, or 29.0%), while investment securities decreased modestly ($20.5 million, or 0.8%) and other earnings assets decreased $14.1 million.

Commercial loans and mortgages grew $184.6 million, or 3.6%, during the six-month period, while residential mortgages increased $85.4 million, or 10.4%, mainly in construction loans. The increase in loans held for sale resulted from a continued decrease in residential mortgage rates during the period and an expansion of the Corporation’s mortgage banking business. The $80.5 million increase in cash and due from banks was due to the nature of these accounts as daily balances can fluctuate up or down in the normal course of business.

Deposits increased $244.1 million, or 3.1%, from December 31, 2004 to $8.1 billion. Noninterest-bearing deposits increased $104.1 million, or 6.9%, while interest-bearing demand deposits decreased $30.1. million, or 2.0%, and savings deposits increased $48.3 million, or 2.5%. Time deposits increased $121.8 million, or 4.1%, as rates have become more attractive to consumers.

Short-term borrowings, which consist mainly of Federal funds purchased and customer cash management accounts, decreased $59.9 million, or 5.0%, during the first six months of 2005. The decrease in short-term

34

borrowings was mainly due to a decrease in Federal funds purchased as funds from other sources including deposits and investment maturities, were sufficient to fund increases in loans.

Long-term debt increased $267.5 million, or 39.1%, partially due to $100.0 million of subordinated debt issued in March 2005. See the “Liquidity” section of Management’s Discussion for a summary of the terms of this debt. The remaining increase was mainly due to an increase in Federal Home Loan Bank Advances. The Corporation locked in longer-term rates in anticipation of increasing rates. As with the U.S. Treasury yields, longer-term FHLB rates have decreased over the last year.

Capital Resources

Total shareholders’ equity decreased $48.2 million, or 3.9%, during the first six months of 2005. Increases due to net income of $83.1 million and $7.4 million in stock issuances were offset by $85.2 million in stock repurchases, $43.5 million in cash dividends to shareholders, $9.0 million in unrealized losses on securities, and $1.0 million in unrealized losses on derivative financial instruments.

The Corporation periodically implements stock repurchase plans for various corporate purposes. In addition to evaluating the financial benefits of implementing repurchase plans, management also considers liquidity needs, the current market price per share and regulatory limitations. In December 2004, the Board of Directors approved an extension of an existing repurchase plan from December 31, 2004 to June 30, 2005 and increased the total number of shares that could be repurchased to 5.0 million. During the second quarter of 2005, the Corporation repurchased 4.3 million shares under an “accelerated share repurchase” plan (ASR), bringing the total shares purchased during the first six months of 2005 to 5.0 million and completing the board-approved repurchase plan. See Note L in the Notes to Consolidated Financial Statements for additional information on the ASR.

The Corporation and its subsidiary banks are subject to various regulatory capital requirements administered by banking regulators. Failure to meet minimum capital requirements can initiate certain actions by regulators that could have a material effect on the Corporation’s financial statements. The regulations require that banks maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk weighted assets (as defined), and Tier I capital to average assets (as defined). As of June 30, 2005, the Corporation and each of its bank subsidiaries met the minimum requirements. In addition, the Corporation and each of its bank subsidiaries’ capital ratios exceeded the amounts required to be considered “well-capitalized” as defined in the regulations. The following table summarizes the Corporation’s capital ratios in comparison to regulatory requirements as of June 30:

							Regulatory Minimum
	June 30			December 31			Capital			Well
	2005			2004			Adequacy			Capitalized
Total Capital (to Risk Weighted Assets)		12.3	%		11.7	%		8.0	%		10.0	%
Tier I Capital to (Risk Weighted Assets)		10.1	%		10.6	%		4.0	%		6.0	%
Tier I Capital (to Average Assets)		7.7	%		8.7	%		3.0	%		5.0	%

Liquidity

The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on outstanding loans and investments and through the availability of deposits and borrowings. In addition, the Corporation can borrow on a secured basis from the Federal Home Loan Bank to meet short-term liquidity needs.

35

The Corporation’s sources and uses of cash were discussed in general terms in the net interest income section of Management’s Discussion. The Consolidated Statements of Cash Flows provide additional information. The Corporation generated $28.0 million in cash from operating activities during the first quarter of 2005. Operating cash flows were significantly lower than net income of $83.1 million, mainly due to cash outflows to fund loans originated for sale that had not yet been sold as of June 30, 2005. Investing activities resulted in a net cash outflow of $280.9 million, as purchases of investment securities and loan originations exceeded sales and maturities of investment securities. Finally, financing activities resulted in a net inflow of $333.4 million due to increases in both deposits and borrowings, offset by dividends paid to shareholders and repurchases of treasury stock.

Liquidity must also be managed at the Fulton Financial Corporation Parent Company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the Parent Company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. Until 2004, the Parent Company had been able to meet its cash needs through normal, allowable dividends and loans. However, as a result of increased acquisition activity and stock repurchase plans, the Parent Company’s cash needs have increased, requiring additional sources of funds.

In July 2004, the Parent Company entered into a revolving line of credit agreement with an unaffiliated bank. Under the terms of the agreement, the Parent Company can borrow up to $50.0 million (which may be increased to $100.0 million upon request) with interest calculated at the one-month London Interbank Offering Rate (LIBOR) plus 0.625%. The credit agreement requires the Corporation to maintain certain financial ratios related to capital strength and earnings. At June 30, 2005, the Corporation had borrowed $20.0 million on the line and was in compliance with all covenants under the credit agreement.

In March 2005, the Parent Company issued $100 million of ten year subordinated notes at a fixed rate of 5.35%. Interest is paid semi-annually, beginning in October 2005 and the notes mature on April 1, 2015. In addition to providing funds to the Parent Company, this subordinated debt is also a component of total regulatory capital.

These borrowing arrangements supplement the liquidity available from subsidiaries through dividends and borrowings and provide some flexibility in Parent Company cash management. Management continues to monitor the liquidity and capital needs of the Parent Company and will implement appropriate strategies, as necessary, to remain well capitalized and to meet its cash needs.

In addition to its normal recurring and operating cash needs, the Parent Company paid approximately $20.7 million in cash on July 1, 2005 for a portion of the SVB acquisition. See Note I, “Subsequent Events” in the Notes to Consolidated Financial Statements for a summary of the terms of this transaction.

36

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, foreign currency risk and commodity price risk. Due to the nature of its operations, only equity market price risk and interest rate risk are significant to the Corporation.

Equity Market Price Risk

Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of the Corporation. The Corporation’s equity investments consist primarily of common stocks of publicly traded financial institutions (cost basis of approximately $66.7 million and fair value of $67.0 million at June 30, 2005). The Corporation’s financial institutions stock portfolio had gross unrealized gains of approximately $3.0 million at June 30, 2005.

Although the carrying value of equity investments accounted for only 0.6% of the Corporation’s total assets, the unrealized gains on the portfolio represent a potential source of revenue. The Corporation has a history of periodically realizing gains from this portfolio and, if values were to decline significantly, this revenue source could be lost.

Management continuously monitors the fair value of its equity investments and evaluates current market conditions and operating results of the companies. Periodic sale and purchase decisions are made based on this monitoring process. None of the Corporation’s equity securities are classified as trading. Future cash flows from these investments are not provided in the table on page 38 as such investments do not have maturity dates.

The Corporation has evaluated, based on existing accounting guidance, whether any unrealized losses on individual equity investments constituted “other-than-temporary” impairment, which would require a write-down through a charge to earnings. Based on the results of such evaluations, the Corporation recorded write-downs of $65,000 in 2005, $137,000 in 2004 and $3.3 million in 2003 for specific equity securities which were deemed to exhibit other-than-temporary impairment in value. Through June 30, 2005, gains of approximately $2.5 million had been realized on the sale of investments previously written down. Additional impairment charges may be necessary depending upon the performance of the equity markets in general and the performance of the individual investments held by the Corporation.

In addition to its equity portfolio, the Corporation’s investment management and trust services revenue could be impacted by fluctuations in the securities markets. A portion of the Corporation’s trust revenue is based on the value of the underlying investment portfolios. If securities markets contract, the Corporation’s revenue could be negatively impacted. In addition, the ability of the Corporation to sell its equities brokerage services is dependent, in part, upon consumers’ level of confidence in the outlook for rising securities prices.

Interest Rate Risk

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation’s liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation’s net income and changes in the economic value of its equity.

The Corporation employs various management techniques to minimize its exposure to interest rate risk. An Asset/Liability Management Committee (ALCO), consisting of key financial and senior management

37

personnel, meets on a weekly basis. The ALCO is responsible for reviewing the interest rate sensitivity position of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions and earnings. The primary goal of asset/liability management is to address the liquidity and net income risks noted above.

The following table provides information about the Corporation’s interest rate sensitive financial instruments. The table provides expected cash flows and weighted average rates for each significant interest rate sensitive financial instrument, by expected maturity period. None of the Corporation’s financial instruments are classified as trading.

	Expected Maturity Period																					Estimated
	2005			2006			2007			2008			2009			Beyond			Total			Fair Value
Fixed rate loans (1)	$	736,744		$	493,648		$	386,853		$	253,684		$	157,725		$	361,153			2,389,807		$	2,392,097
Average rate (2)		6.11	%		6.06	%		5.98	%		6.07	%		6.24	%		6.00	%		6.07	%
Floating rate loans (8)		1,446,748			732,617			578,875			478,111			405,849			1,822,760			5,464,960			5,452,620
Average rate		6.48	%		6.42	%		6.41	%		6.48	%		6.10	%		6.10	%		6.31	%
Fixed rate investments (3)		574,800			379,163			364,716			291,890			388,280			271,777			2,270,626			2,242,171
Average rate		3.64	%		3.90	%		3.60	%		3.60	%		3.58	%		4.27	%		3.74	%
Floating rate investments (3)		758			198			213			3,453			—			48,218			52,840			52,846
Average rate		2.88	%		3.64	%		3.83	%		3.92	%		—			3.76	%		3.75	%
Other interest-earning assets		260,313			—			—			—			—			—			260,313			260,313
Average rate		6.94	%		—			—			—			—			—			6.94	%
Total	$	3,019,363		$	1,605,626		$	1,330,657		$	1,027,138		$	951,854		$	2,503,908			10,438,546			10,400,046
Average rate		5.88	%		5.72	%		5.52	%		5.56	%		5.10	%		5.84	%		5.70	%
Fixed rate deposits (4)	$	1,464,898		$	741,900		$	267,334		$	96,958		$	94,044		$	276,897			2,942,031		$	2,937,186
Average rate		2.66	%		3.59	%		3.73	%		3.64	%		4.34	%		4.22	%		3.22	%
Floating rate deposits (5)		2,133,623			206,164			199,135			194,995			194,995			2,267,376			5,196,288			5,196,095
Average rate		1.58	%		.38	%		.33	%		.28	%		.28	%		.21	%		.79	%
Fixed rate borrowings (6)		777,643			46,911			176,466			132,425			55,447			211,088			1,399,980			1,430,852
Average rate		2.74	%		3.55	%		4.59	%		4.86	%		5.34	%		5.50	%		3.72	%
Floating rate borrowings (7)		680,633			—			—			—			—			—			680,633			680,633
Average rate		3.14	%		—			—			—			—			—			3.14	%
Total	$	5,056,797		$	994,975		$	642,935		$	424,378		$	344,486		$	2,755,361		$	10,218,932		$	10,244,766
Average rate		2.27	%		2.92	%		2.91	%		2.48	%		2.20	%		1.02	%		2.11	%

Assumptions:

(1)	Amounts are based on contractual payments and maturities, adjusted for expected prepayments.
(2)	Average rates are shown on a fully taxable equivalent basis using an effective tax rate of 35%.
(3)	Amounts are based on contractual maturities; adjusted for expected prepayments on mortgage-backed securities and expected calls on agency and municipal securities.
(4)	Amounts are based on contractual maturities of time deposits.
(5)	Money market, Super NOW, NOW and savings accounts are placed based on history of deposit flows.
(6)	Amounts are based on contractual maturities of Federal Home Loan Bank advances, adjusted for possible calls.
(7)	Amounts are Federal Funds purchased and securities sold under agreements to repurchase, which mature in less than 90 days.
(8)	Floating rate loans include adjustable rate commercial mortgages.

38

The preceding table and discussion addressed the liquidity implications of interest rate risk and focused on expected contractual cash flows from financial instruments. Expected maturities, however, do not necessarily estimate the net interest income impact of interest rate changes. Certain financial instruments, such as adjustable rate loans, have repricing periods that differ from expected cash flows.

The Corporation uses three complementary methods to measure and manage interest rate risk. They are static gap analysis, simulation of earnings, and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of interest rate risk in the Corporation, level of risk as time evolves, and exposure to changes in interest rate relationships.

Static gap provides a measurement of repricing risk in the Corporation’s balance sheet as of a point in time. This measurement is accomplished through stratification of the Corporation’s assets and liabilities into predetermined repricing periods. The assets and liabilities in each of these periods are summed and compared for mismatches within that maturity segment. Core deposits having noncontractual maturities are placed into repricing periods based upon historical balance performance. Repricing for mortgage loans held and for mortgage-backed securities includes the effect of expected cash flows. Estimated prepayment effects are applied to these balances based upon industry projections for prepayment speeds. The Corporation’s policy limits the cumulative 6-month gap to plus or minus 15% of total earning assets. The cumulative 6-month gap as of June 30, 2005 was minus 0.3%. The ratio of rate sensitive assets to rate sensitive liabilities for the six-month period ended June 30, 2005 was .99.

Simulation of net interest income and of net income is performed for the next twelve-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of earnings is used primarily to measure the Corporation’s short-term earnings exposure to rate movements. The Corporation’s policy limits the potential exposure of net interest income to 10% of the base case net interest income for every 100 basis point “shock” in interest rates. A “shock’ is an immediate upward or downward movement of interest rates across the yield curve based upon changes in the prime rate. The following table summarizes the expected impact of interest rate shocks on net interest income:

	Annual change
	in net interest
Rate Shock	income	% Change
+300 bp	+$ 28.4 million	+ 7.3%
+200 bp	+20.3 million	+ 5.2%
+100 bp	+9.8 million	+ 2.5%
-100 bp	-13.6 million	- 3.5%
-200 bp	-35.5 million	- 9.1%

39

Economic value of equity estimates the discounted present value of asset cash flows and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Upward and downward shocks of interest rates are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term re-pricing risks and options in the Corporation’s balance sheet. A policy limit of 10% of economic equity may be at risk for every 100 basis point “shock” movement in interest rates. The following table summarizes the expected impact of interest rate shocks on economic value of equity.

	Change in
	economic
Rate Shock	value of equity	% Change
+300 bp	- $7.6 million	- 0.5%
+200 bp	+ 7.8 million	+ 0.5%
+100 bp	+ 6.0 million	+ 0.4%
- 100 bp	- 41.5 million	- 2.6%
- 200 bp	- 123.5 million	- 7.7%

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Item 4. Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report, the Corporation’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Corporation reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no changes in our internal control over financial reporting during the fiscal quarter covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

41

PART II — OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

					Total number of		Maximum
					shares purchased		number of shares
	Total				as part of a		that may yet be
	number of		Average price		publicly		purchased under
	shares		paid per		announced plan		the plan or
Period	purchased		share		or program		program
(04/01/05 – 04/30/05)		241,250		15.89		241,250		4,359,000
(05/01/05 – 05/31/05)		4,359,000		17.06		4,359,000		—
(06/01/05 – 06/30/05)		—		—		—		—

On December 21, 2004 the Board of Directors approved an extension of its stock repurchase plan from December 31, 2004 to June 30, 2005 and increased the total number of shares that could be repurchased to 5.0 million. During the second quarter of 2005, the Corporation, with the approval of the Board of Directors, repurchased 4.3 million shares under an “Accelerated Share Repurchase” plan (ASR), bringing the total shares purchased during the first six months of 2005 to 5.0 million and completing the board-approved repurchase plan. See Note L in the Notes to Consolidated Financial Statements for additional information on the ASR. No stock repurchases were made outside publicly announced plans and all were made in compliance with Regulation M.

42

Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of the Corporation was held April 13, 2005. There were 125,966,286 shares of common stock entitled to vote at the meeting and a total of 104,180,100 shares or 82.70% were represented at the meeting. At the annual meeting, the following individuals were elected to the Board of Directors:

Nominee	Term	For		Withheld
Thomas W. Hunt	2 Years		102,525,015		1,655,085
Patrick J. Freer	3 Years		98,253,237		5,926,864
Carolyn R. Holleran	3 Years		97,739,735		6,440,365
Donald W. Lesher, Jr.	3 Years		98,487,773		5,692,328
Abraham S. Opatut	3 Years		99,509,998		4,670,102
Mary Ann Russell	3 Years		97,993,098		6,187,002
Gary A. Stewart	3 Years		98,198,706		5,981,394

The following directors’ terms of office continued after the annual meeting:

Jeffrey G. Albertson
Donald M. Bowman, Jr.
Craig A. Dally
Clark S. Frame
Rufus A. Fulton, Jr.
Eugene H. Gardner
George W. Hodges
Clyde W. Horst
Joseph J. Mowad
John O. Shirk
R. Scott Smith, Jr.

In addition to the election of directors the shareholders approved by the following vote a proposal to increase the Corporation’s authorized shares of common stock from 400 million shares to 600 million shares.

For	Against		Abstain
99,951,715		3,739,550		488,835

43

Item 6. Exhibits

See Exhibit Index for a list of the exhibits required by Item 601 of Regulation S-K and filed as part of this report.

44

FULTON FINANCIAL CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FULTON FINANCIAL CORPORATION
Date: August 8, 2005	/s/	Rufus A. Fulton, Jr.
		Rufus A. Fulton, Jr.
		Chairman and Chief Executive Officer
Date: August 8, 2005	/s/	Charles J. Nugent
		Charles J. Nugent
		Senior Executive Vice President and
		Chief Financial Officer

45

EXHIBIT INDEX

Exhibits Required Pursuant
to Item 601 of Regulation S-K

3.	(i) Articles of incorporation, as amended and restated, of the Fulton Financial Corporation as amended — Incorporated by reference to the S-4 Registration Statement filed on April 13, 2005.
	(ii) Bylaws of Fulton Financial Corporation as amended — Incorporated by reference to the S-4 Registration Statement filed on April 13, 2005.
4.	Instruments defining the rights of security holders, including indentures.

(a) Rights Agreement dated June 20, 1989, as amended and restated on April 27, 1999 between Fulton Financial Corporation and Fulton Bank — Incorporated by reference to Exhibit 1 of the Fulton Financial Corporation Current Report on Form 8-K dated April 27, 1999.

10. Material Contracts

(a)

Form of stock option agreement and form of Restricted Stock Agreement between Fulton Financial Corporation and officers of the Corporation as of July 1, 2005 – Incorporated by reference to Exhibits 10.1 and 10.2 of the Fulton Financial Corporation Current Report on Form 8-K dated June 27, 2005.

(b)

Agreement between Fulton Financial Corporation and Fiserv Solutions, Inc. dated as of January 1, 2005. Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. See also Fulton Financial Corporation Current Report on Form 8-K dated June 24, 2005.

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

46

EX-10.(B)

Exhibit 10(b)

AGREEMENT

between

Fiserv Solutions, Inc.
255 Fiserv Drive
Brookfield, WI 53045-5815

and

Fulton Financial Corporation
One Penn Square
Lancaster, Pennsylvania 17602

Date: January 1, 2005

Proprietary and Confidential

AGREEMENT dated as of January 1,2005 (“Agreement”) between Fiserv Solutions, Inc., a Wisconsin corporation
(“Fiserv”), and Fulton Financial Corporation, (“Client”).

Fiserv and Client hereby agree as follows:

1.

Term. The initial term of this Agreement shall end 6 years following the date written above (“Effective Date”) unless written notice of non-renewal is provided by either party at least 365 days prior to expiration of the initial term or should Client elect to terminate the Agreement as provided for in Exhibit A, Section 13. Termination. Should neither party provide notice of non-renewal or termination, this Agreement shall automatically renew for a renewal term of one year.

2.

Services.

(a) Services Generally. Fiserv, itself and through its affiliates, agrees to provide Client, and Client agrees to obtain from Fiserv services (“Services”) and products (“Products”) (collectively, “Fiserv Services”) described in the attached Exhibits:

Exhibit A – Account Processing Services

Exhibit B – Materials Purchased Through Fiserv

Exhibit C – Software Products

Exhibit D – E-Commerce Services

Exhibit E – Development Services

Exhibit F – Mortgage Processing Services

The Exhibits set forth specific terms and conditions applicable to the Services and/or Products, and, where applicable, the Fiserv affiliate so performing. Client may select additional services and products from time to time by incorporating an appropriate Exhibit to this Agreement.

(b)

Implementation Services. Fiserv will provide services (i) to convert Client’s existing applicable data and/or information to the Fiserv Services; and/or (ii) to implement the Fiserv Services. These activities are referred to as “Implementation Services”. Client agrees to cooperate with Fiserv in connection with Fiserv’s provision of Implementation Services and to provide all necessary information and assistance to facilitate the conversion and/or implementation. Client is responsible for all out-of-pocket expenses associated with Implementation Services. Fiserv will provide Implementation Services as required in connection with Fiserv Services.

(c)

Training Services. Fiserv shall provide training, training aids, user manuals, and other documentation for Client’s use as mutually agreed upon between Fiserv and Client to enable Client personnel to become familiar with Fiserv Services. If requested by Client, classroom training in the use and operation of Fiserv Services will be provided at a training facility designated by Fiserv. All such training aids and manuals remain Fiserv’s property.

3. Fees for Fiserv Services.

(a) General. Client agrees to pay Fiserv:

(i)	estimated fees for Fiserv Services for the following month as specified in the Exhibits;
(ii)	out-of-pocket charges for the month payable by Fiserv for the account of Client; and
(iii)	taxes (as defined below) thereon (collectively, “Fees”).

(b) Fiserv shall timely reconcile Fees paid by Client for the Fiserv Services for the month and the fees and charges actually due Fiserv based on Client’s actual use of Fiserv Services for such month. Fiserv shall either issue a credit to Client or provide Client with an invoice for any additional fees or other charges owed. Client agrees to pay Fiserv the fees for the Fiserv Services specified in the Exhibits. Except if limited in the Exhibits, such fees may be increased from time to time. Upon prior notification to Client, Fiserv may increase its fixed fees in excess of amounts listed in the Exhibits in the event that Fiserv implements major system enhancements to comply with changes in law, government regulation, or industry practices. Processing fees shall be those host processing-based fees for Services specifically excluding, but not limited to, out-of-pocket, pass-through, software licensing and equipment sale fees. Unless expressly

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provided to the contrary in this Agreement, any fees herein do not include out-of-pocket expenses for any service or product requested by and provided to the Client.

(c)	Additional Charges. Fees for out-of-pocket expenses, such as telephone, microfiche, courier, and other charges incurred by Fiserv for goods or services obtained by Fiserv on Client’s behalf shall be billed to Client at cost plus the applicable Fiserv administrative fee as set forth in the Exhibits. Such out-of-pocket expenses may be changed from time to time upon notification of a fee change from a vendor/provider. The Fees do not include, and Client shall be responsible for, furnishing transportation or transmission of information between Fiserv’s service center(s), Client’s site(s), and any applicable clearinghouse, regulatory agency, or Federal Reserve Bank.
(d)	Taxes. Fiserv shall add to each invoice any sales, use, excise, value added, and other taxes and duties however designated that are levied by any taxing authority relating to the Fiserv Services (“Taxes”). In no event shall “Taxes” include taxes based upon Fiserv’s net income.
(e)	Payment Terms. Fees for Fiserv Services are due and payable monthly upon receipt of invoice. The invoice will be mailed by the 10th day of each month to be received no later than the 15th day of each month and will contain:

(i)	all fixed fees for the current month applicable to each Service and/or Product;
(ii)	all other fees calculable up to the date of invoice; and
(iii)	sales or other taxes thereon.

Payment is due to Fiserv no later than the 30^th day of each month. In the event any amounts due remain unpaid beyond the 10th day of the following month, Client shall pay a late charge of 1.5% per month. Client agrees that it shall neither unreasonably make nor unreasonably assert any right of deduction or set-off from invoices submitted by Fiserv for Fiserv Services.

4. Access to Fiserv Services.

(a)	Procedures. Client agrees to comply with applicable regulatory requirements and procedures for use of Services established by Fiserv.
(b)	Changes. Fiserv continually reviews and modifies Fiserv systems used in the delivery of Services (the “Fiserv System”) to improve service and comply with government regulations, if any, applicable to the data and information utilized in providing Services. Fiserv reserves the right to make changes in Services, including but not limited to operating procedures, type of equipment or software resident at, and the location of Fiserv’s service center(s). Fiserv will notify Client of any material change that affects Client’s normal operating procedures, reporting, or service costs prior to implementation of such change. Should any such change result in material adverse financial costs to Client, Client may elect to either not accept the change or terminate the Agreement.
(c)	Communications Lines. Fiserv shall order the installation of appropriate communication lines and equipment to facilitate Client’s access to Services. Client understands and agrees to pay charges relating to the installation and use of such lines and equipment as necessary.
(d)	Terminals and Related Equipment. Client shall obtain necessary and sufficient terminals and other equipment, approved by Fiserv and compatible with the Fiserv System, to transmit and receive data and information between Client’s location(s), Fiserv’s service center(s), and/or other necessary location(s). Fiserv and Client may mutually agree to change the type(s) of terminal and equipment used by Client.

5. Client Obligations.

(a)	Input. Client shall be solely responsible for the input, transmission, or delivery to and from Fiserv of all information and data required by Fiserv to perform Services unless Client has retained Fiserv to handle such responsibilities, as specifically set forth in the Exhibits. The information and data shall be provided in a format and manner approved by Fiserv. Client will provide at its own expense or procure from Fiserv all equipment, computer software, communication lines, and interface devices required to access the Fiserv System. If Client has elected to provide such items itself, Fiserv reserves the right to charge Client its standard fee for certification of such items if they are not already certified as compatible with the Fiserv System.
(b)	Client Personnel. Client shall designate appropriate Client personnel for training in the use of the Fiserv System, shall supply Fiserv with reasonable access to Client’s site during normal business hours for Implementation Services and shall cooperate with Fiserv personnel in their performance of Services.
(c)	Use of Fiserv System. Client shall (i) comply with any operating instructions on the use of the Fiserv System provided by Fiserv; (ii) review all reports furnished by Fiserv for accuracy; and (iii) work with Fiserv

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to reconcile any out of balance conditions or discrepancies. Client shall determine and be responsible for the authenticity and accuracy of all information and data submitted to Fiserv.

(d) Client’s Systems. Client shall be responsible for ensuring that its systems are Year 2000 compliant and otherwise capable of passing and/or accepting data from and/or to the Fiserv System.

6. Ownership and Confidentiality.

(a) Definition.

(i)	Client Information. “Client Information” means: (A) confidential plans, customer lists, information, and other proprietary material of Client that is marked with a restrictive legend, or if not so marked with such legend or is disclosed orally, is identified as confidential at the time of disclosure (and written confirmation thereof is promptly provided to Fiserv); and (B) any information and data concerning the business and financial records of Client’s customers prepared by or for Fiserv, or used in any way by Fiserv in connection with the provision of Fiserv Services (whether or not any such information is marked with a restrictive legend).
(ii)	Fiserv Information. “Fiserv Information” means: (A) confidential plans, information, research, development, trade secrets, business affairs (including that of any Fiserv client, supplier, or affiliate), and other proprietary material of Fiserv that is marked with a restrictive legend, or if not so marked with such legend or is disclosed orally, is identified as confidential at the time of disclosure (and written confirmation thereof is promptly provided to Client); and (B) Fiserv’s proprietary computer programs, including custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein (whether or not any such information is marked with a restrictive legend).
(iii)	Information. “Information” means Client Information and Fiserv Information. No obligation of confidentiality applies to any Information that the receiving party (“Recipient”) (A) already possesses without obligation of confidentiality; (B) develops independently; or (C) rightfully receives without obligation of confidentiality from a third party. No obligation of confidentiality applies to any Information that is, or becomes, publicly available without breach of this Agreement.

(b)	Obligations. Recipient agrees to hold as confidential all Information it receives from the disclosing party (“Discloser”). All Information shall remain the property of Discloser or its suppliers and licensors. Information will be returned to Discloser at the termination or expiration of this Agreement. Fiserv specifically agrees that it will not use any non-public personal information about Client’s customers in any manner prohibited by Title V of the Gramm-Leach-Bliley Act. Recipient will use the same care and discretion to avoid disclosure of Information as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care. Recipient may only use Information in accordance with the purpose of this Agreement. Recipient may disclose Information to (i) employees and employees of affiliates who have a need to know; and (ii) any other party with Discloser’s written consent. Before disclosure to any of the above parties, Recipient will have a written agreement with such party sufficient to require that party to treat Information in accordance with this Agreement. Recipient may disclose Information to the extent required by law. However, Recipient agrees to give Discloser prompt notice so that it may seek a protective order. The provisions of this sub-section survive any termination or expiration of this Agreement.
(c)	Residuals. Nothing contained in this Agreement shall restrict Recipient from the use of any ideas, concepts, know-how, or techniques contained in Information that are related to Recipient’s business activities (“Residuals”), provided that in so doing, Recipient does not breach its obligations under this Section. However, this does not give Recipient the right to disclose the Residuals except as set forth elsewhere in this Agreement.
(d)	Fiserv System. The Fiserv System contains information and computer software that are proprietary and confidential information of Fiserv, its suppliers, and licensors. Client agrees not to attempt to circumvent the devices employed by Fiserv to prevent unauthorized access thereto, including, but not limited to, alterations, decompiling, disassembling, modifications, and reverse engineering thereof.
(e)	Information Security. Fiserv shall implement and maintain appropriate measures designed to meet the objectives of the guidelines establishing standards for safeguarding non-public Client customer information as adopted by any federal regulatory agencies having jurisdiction over Client’s affairs.
(f)	Confidentiality of this Agreement. Fiserv and Client agree to keep confidential the prices, terms and conditions of this Agreement, except: (i) for valid business needs of either party where there is specific written permission from the other party; and (ii) as hereafter provided:

(i) Acknowledgement of Client’s Required Disclosure. Fiserv acknowledges that Client may, from time to time, determine that Client is required under applicable law, including, without limitation, the regulations

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of the Securities and Exchange Commission (the “SEC”) relating to the filing of current reports on Form 8-K and the filing of periodic reports on Forms 10-K and 10-Q, to: (I) publicly disclose the entry into, or the amendment or termination of material agreements, including material terms thereof; or (II) file a copy of this Agreement (including any Exhibits attached hereto) with one or more Forms submitted by Client to the SEC, which filing may become a public record. Fiserv agrees that, notwithstanding any provision of this Agreement to the contrary, if required by law or regulation, such disclosure with respect to, or the filing of, this Agreement (including any Exhibits attached hereto) by Client shall not constitute a breach or default of this Agreement on the part of Client.

(ii)

Client Notice to Fiserv of Planned Disclosure. Client agrees to use its best efforts to provide prior written notice of any such planned public disclosure or filing to Fiserv. Client shall identify in such a notice: (I) the substance of such disclosure or filing; (II) either the date on which Client intends to make such disclosure or filing, or the event, the occurrence of which Client believes will trigger its obligation to make such disclosure or filing; and (III) the date (the “Fiserv Request Date”) by which Fiserv must submit to Client any request pursuant to Subsection (iii) of this Section for confidential treatment with respect to such disclosure or filing.

(iii)

Fiserv Requests for Confidential Treatment. If Fiserv desires Client to request or apply for confidential treatment with respect to any such disclosure or filing, Fiserv shall, with respect to each portion of such disclosure or filing for which confidential treatment is to be requested, provide to Client not later than the Fiserv Request Date identified in Client’s notice to Fiserv:

A.	the specific portions of the disclosure or filing for which Fiserv desires confidential treatment (the “Fiserv Designated Material”);
B.	a specific statement of the grounds upon which Fiserv asserts that the Fiserv Designated Material is subject to confidential treatment, which grounds shall be consistent with those permitted or recognized under Rule 406 of the Securities Act of 1933 and Rule 24b-2 of the Securities Exchange Act of 1934;
C.	the duration for which confidential treatment shall be requested with respect to the Fiserv Designated Material; and
D.	in the case of any filing of the Agreement, a copy of the Agreement with any Fiserv Designated Material omitted, noting in each case, by means of an asterisk or other mark, the location in the Agreement where any provision has been redacted or omitted.

(iv) Client Submission of Request for Confidential Treatment. If requested by Fiserv in the manner set forth in this subsection, Client agrees to request and apply for confidential treatment for portions of this Agreement as identified by Fiserv. Fiserv acknowledges that, with respect to any disclosure with respect to, or filing of the Agreement with the SEC, Client shall be required to file with the SEC a complete copy of the Agreement, and that any determination of whether such portions of the Agreement are afforded confidential treatment may be beyond the reasonable control of Client.

7. Regulatory Agencies, Regulations and Legal Requirements.

(a)

Client Files. Records maintained and produced for Client (“Client Files”) may be subject to examination by such Federal, State, or other governmental regulatory agencies as may have jurisdiction over Client’s business to the same extent as such records would be subject if maintained by Client on its own premises. Client agrees that Fiserv is authorized to give all reports, summaries, or information contained in or derived from the data or information in Fiserv’s possession relating to Client when formally requested to do so by an authorized regulatory or government agency.

(b)

Compliance with Regulatory Requirements. Client agrees to comply with applicable regulatory and legal requirements, including without limitation:

(i)	submitting a copy of this Agreement to the appropriate regulatory agencies prior to the date Services commence;
(ii)	providing adequate notice to the appropriate regulatory agencies of the termination of this Agreement or any material changes in Services;
(iii)	retaining records of its accounts as required by regulatory authorities;
(iv)	obtaining and maintaining, at its own expense, any Fidelity Bond required by any regulatory or governmental agency; and
(v)	maintaining, at its own expense, such casualty and business interruption insurance coverage for loss of records from fire, disaster, or other causes, and taking such precautions regarding the same, as may be required by regulatory authorities.

8. Warranties.

(a) Fiserv Warranties. Fiserv represents and warrants that:

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(i)

(A) Services will conform to the specifications set forth in the Exhibits; (B) Fiserv will perform Client’s work accurately provided that Client supplies accurate data and information, and follows the procedures described in all Fiserv documentation, notices, and advices; (C) Fiserv personnel will exercise due care in provision of Services; (D) the Fiserv System will comply in all material respects with all applicable Federal regulations governing Services; and (E) the Fiserv System is Year 2000 compliant. In the event of an error or other default caused by Fiserv personnel, systems, or equipment, Fiserv shall correct the data or information and/or reprocess the affected item or report at no additional cost to Client. Client agrees to supply Fiserv with a written request for correction of the error within 7 days after Client’s receipt of the work containing the error. Fiserv will respond to the written request for correction within 48 hours of receipt of the request. This response will include a description of the steps that Fiserv will take to isolate and correct the problem. Work reprocessed due to errors in data supplied by Client, on Client’s behalf by a third party, or by Client’s failure to follow procedures set forth by Fiserv shall be billed to Client at Fiserv’s then current time and material rates; and

(ii)

It owns or has a license to furnish all equipment or software comprising the Fiserv System. Fiserv shall indemnify Client and hold it harmless against any claim or action that alleges that the Fiserv System use infringes a United States patent, copyright, or other proprietary right of a third party. Client agrees to notify Fiserv promptly of any such claim and grants Fiserv the sole right to control the defense and disposition of all such claims. Client shall provide Fiserv with reasonable cooperation and assistance in the defense of any such claim.

THE WARRANTIES STATED HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.

(b) Client Warranties. Client represents and warrants that: (i) no contractual obligations exist that would prevent Client from entering into this Agreement; (ii) it has complied with all applicable regulatory requirements; and (iii) it has requisite authority to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of (i) the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and (ii) any and all claims by third parties through Client arising out of the performance and non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause (ii) hereof shall not preclude Client’s recovery of direct damages pursuant to the terms and subject to the limitations of this Agreement.

9. Limitation of Liability.

(a)

General. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM CLIENT’S USE OF FISERV SERVICES, OR FISERV’S SUPPLY OF EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION RELATING TO THIS AGREEMENT SHALL BE LIMITED TO * PRECEDING THE DATE THE CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY FOR A DEFAULT RELATING TO THIRD PARTY EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE EQUIPMENT OR SOFTWARE *

(b)

Lost Records. If Client’s records or other data submitted for processing are lost or damaged as a result of any failure by Fiserv, its employees, or agents to exercise reasonable care to prevent such loss or damage, Fiserv’s liability on account of such loss or damages shall not exceed the reasonable cost of reproducing such records or data from exact duplicates thereof in Client’s possession.

10. Disaster Recovery.

(a) General. Fiserv maintains a disaster recovery plan (“Disaster Recovery Plan”) for each Service. A “Disaster” shall mean any unplanned interruption of the operations of or inaccessibility to Fiserv’s service center in which Fiserv, using reasonable judgment, requires relocation of processing to a recovery location. Fiserv shall notify Client as soon as possible after Fiserv deems a service outage to be a Disaster. Fiserv

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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shall move the processing of Client’s standard services to a recovery location as expeditiously as possible and shall coordinate the cut-over to back-up telecommunication facilities with the appropriate carriers. Client shall maintain adequate records of all transactions during the period of service interruption and shall have personnel available to assist Fiserv in implementing the switchover to the recovery location. During a Disaster, optional or on-request services shall be provided by Fiserv only to the extent adequate capacity exists at the recovery location and only after stabilizing the provision of base services.

(b)	Communications. Fiserv shall work with Client to establish a plan for alternative communications in the event of a Disaster.
(c)	Disaster Recovery Test. Fiserv shall test the Disaster Recovery Plan annually.. Client agrees to participate in and assist Fiserv with such test, if requested by Fiserv. Upon Client’s request, test results will be made available to Client’s management, regulators, auditors, and insurance underwriters.
(d)	Client Plans. Fiserv agrees to release information necessary to allow Client’s development of a disaster recovery plan that operates in concert with the Disaster Recovery Plan.
(e)	No Warranty. Client understands and agrees that the Disaster Recovery Plan is designed to minimize, but not eliminate, risks associated with a Disaster affecting Fiserv’s service center(s). Fiserv does not warrant that Fiserv Services will be uninterrupted or error free in the event of a Disaster; no performance standards shall be applicable for the duration of a Disaster. Client maintains responsibility for adopting a disaster recovery plan relating to disasters affecting Client’s facilities and for securing business interruption insurance or other insurance necessary for Client’s protection.

11. Termination.

(a)	Material Breach. Except as provided elsewhere in this Section 11, either party may terminate this Agreement in the event of a material breach by the other party not cured within 60 days following written notice stating, with particularity and in reasonable detail, the nature of the claimed breach.
(b)	Failure to Pay. In the event any invoice remains unpaid by Client 30 days after due, or Client deconverts any data or information from the Fiserv System without prior written consent of Fiserv, Fiserv, at its sole option, may terminate this Agreement and/or Client’s access to and use of Fiserv Services. However, Fiserv may not exercise its right to terminate the Agreement and/or Client’s access to and use of the Fiserv Services unless and until Fiserv has sent written notice to the Client’s President that the invoice remains unpaid and the invoice is not paid in full within ten days of receipt of such notice. Any invoice submitted by Fiserv shall be deemed correct unless Client provides written notice to Fiserv within 15 days of the invoice date specifying the nature of the disagreement.
(c)	Remedies. Remedies contained in this Section 11 are cumulative and are in addition to the other rights and remedies available to Fiserv under this Agreement, by law or otherwise.
(d)	Defaults. If Client:

(i)	defaults in the payment of any sum of money due and fails to remedy such breach as set forth in Section 11(b);
(ii)	breaches this Agreement in any material respect or otherwise defaults in any material respect in the performance of any of its obligations and fails to cure such breach as set forth in Section 11(a); or
(iii)	commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code or becomes insolvent or if any substantial part of Client’s property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency;

then, in any such event, Fiserv may, upon written notice, terminate this Agreement and be entitled to recover from Client as liquidated damages an amount equal to the present value of all payments remaining to be made hereunder for the remainder of the initial term or any renewal term of this Agreement. For purposes of the preceding sentence, present value shall be computed using the “prime” rate (as published in The Wall Street Journal) in effect at the date of termination and “all payments remaining to be made” shall be calculated based on the average bills for the 3 months immediately preceding the date of termination. Client agrees to reimburse Fiserv for any expenses Fiserv may incur, including reasonable attorneys’ fees, in taking any of the foregoing actions.

(e) Convenience. Client may terminate this Agreement by paying a termination fee based on the remaining unused term of this Agreement, the amount to be determined by multiplying the Client’s average monthly

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invoice (using the three months immediately preceding Fiserv’s receipt of written notice) by ^* , plus any unamortized conversion fees or third party costs existing on Fiserv’s books on the date of termination. Client understands and agrees that Fiserv losses incurred as a result of early termination of the Agreement would be difficult or impossible to calculate as of the effective date of termination since they will vary based on, among other things, the number of clients using the Fiserv System on the date the Agreement terminates. Accordingly, the amount set forth in the first sentence of this subsection represents Client’s agreement to pay and Fiserv’s agreement to accept as liquidated damages (and not as a penalty) such amount for any such Client termination.

(f) Merger. In the event of a merger between Client and another organization in which (A) Client is not the surviving organization, (B) where the other organization is not currently a user of Fiserv services similar to the Services being provided hereunder, and (C) Client shall convert from Fiserv’s Services directly to the surviving organization, Fiserv will allow an early termination of this Agreement upon the following terms and conditions:

(i)	Written notice must be given six months in advance, specifying the deconversion date;
(ii)	Fiserv may specify a deconversion date (not more than thirty days after the requested deconversion date), based on its previous commitments and work loads; and

Fiserv may charge a termination fee based on the remaining unused term of this Agreement, the amount to be determined by multiplying the Client’s average monthly invoice (using the three months immediately preceding Fiserv’s receipt of written notice) by ^*.

(g)

Return of Data Files. Upon expiration or termination of this Agreement, Fiserv shall furnish to Client such copies of Client Files as Client may request in a Fiserv standard format along with such information and assistance as is reasonable and customary to enable Client to deconvert from the Fiserv System, provided, however, that Client consents and agrees and authorizes Fiserv to retain Client Files until (i) Fiserv is paid in full for (A) all Services provided through the date such Client Files are returned to Client; and (B) any and all other amounts that are due or will become due under this Agreement; (ii) Fiserv is paid its then standard rates for the services necessary to return such Client Files; (iii) if this Agreement is being terminated, Fiserv is paid any applicable termination fee pursuant to subsection (d) or (e) above; and (iv) Client has returned to Fiserv all Fiserv Information. After notification by the Client in writing, Fiserv shall be permitted to destroy Client Files. Notification by the Client must be received within thirty days from the final use of Client Files for processing. In the event that Client requests Fiserv to retain Client files upon expiration of this Agreement, Client shall be responsible to pay 50% of the fixed monthly fees due under this Agreement for a minimum of two months from the expiration date. This provision shall survive the expiration of this Agreement.

(h)

Miscellaneous. Client understands and agrees that Client is responsible for the deinstallation and return shipping of any Fiserv-owned equipment located on Client’s premises.

12. Dispute Resolution.

(a)

General. Except with respect to disputes arising from a misappropriation or misuse of either party’s proprietary rights, any dispute or controversy arising out of this Agreement, or its interpretation, shall be submitted to and resolved exclusively by arbitration under the rules then prevailing of the American Arbitration Association, upon written notice of demand for arbitration by the party seeking arbitration, setting forth the specifics of the matter in controversy or the claim being made. The arbitration shall be heard before an arbitrator mutually agreeable to the parties; provided, that if the parties cannot agree on the choice of arbitrator within 10 days after the first party seeking arbitration has given written notice, then the arbitration shall be heard by 3 arbitrators, 1 chosen by each party, and the third chosen by those 2 arbitrators. The arbitrators will be selected from a panel of persons having experience with and knowledge of information technology and at least 1 of the arbitrators selected will be an attorney. Discovery shall not be permitted. A hearing on the merits of all claims for which arbitration is sought by either party shall be commenced not later than 60 days from the date demand for arbitration is made by the first party seeking arbitration. The arbitrator(s) must render a decision within 10 days after the conclusion of such hearing. Any award in such arbitration shall be final and binding upon the parties and the judgment thereon may be entered in any court of competent jurisdiction.

(b)

Applicable Law. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1–16 and the Federal Rules of Evidence. The arbitrators shall apply the substantive law of the State of

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 8 of 11

Pennsylvania, without reference to provisions relating to conflict of laws. The arbitrators shall not have the power to alter, modify, amend, add to, or subtract from any term or provision of this Agreement, nor to rule upon or grant any extension, renewal, or continuance of this Agreement. The arbitrators shall have the authority to grant any legal remedy available had the parties submitted the dispute to a judicial proceeding.

(c) Situs. If arbitration is required to resolve any disputes between the parties, the proceedings to resolve the first such dispute shall be held in Lancaster, Pennsylvania the proceedings to resolve the second such dispute shall be held in Milwaukee, Wisconsin,, and the proceedings to resolve any subsequent disputes shall alternate between Milwaukee, Wisconsin and Lancaster, Pennsylvania.

13. Insurance. Fiserv carries the following types of insurance policies:

(a)	Commercial General Liability in an amount not less than $1 million per occurrence for claims arising out of bodily injury and property damage;
(b)	Commercial Crime covering employee dishonesty in an amount not less than $5 million;
(c)	All-risk property coverage including Extra Expense and Business Income coverage; and
(d)	Workers Compensation as mandated or allowed by the laws of the state in which Services are being performed, including $1 million coverage for Employer’s Liability.

14.

Audit. Fiserv employs an internal auditor responsible for ensuring the integrity of its processing environments and internal controls. In addition, as may be required by law or regulation, Fiserv provides for periodic independent audits of its operations. Fiserv shall provide Client with a copy of the audit of the Fiserv service center providing Services within a reasonable time after its completion and shall charge each client a fee based on the pro rata cost of such audit. Fiserv shall also provide a copy of such audit to the appropriate regulatory agencies, if any, having jurisdiction over Fiserv’s provision of Services.

15.

General.

(a)	Binding Agreement. This Agreement is binding upon the parties and their respective successors and permitted assigns. Neither this Agreement nor any interest may be sold, assigned, transferred, pledged, or otherwise disposed of by Client, whether pursuant to change of control or otherwise, without Fiserv’s prior written consent. Client agrees that Fiserv may subcontract any services to be performed hereunder. Any such subcontractors shall be required to comply with all applicable terms and conditions.
(b)	Entire Agreement. This Agreement, including its Exhibits, which are expressly incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto. Modifications of this Agreement must be in writing and signed by duly authorized representatives of the parties. Each party hereby acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party not embodied herein. In the event any of the provisions of any Exhibit are in conflict with any of the provisions of this Agreement, the terms and provisions of this Agreement shall control unless the Exhibit in question expressly provides that its terms and provisions shall control.
(c)	Severability. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.
(d)	Governing Law. This Agreement will be governed by the substantive laws of the State of Pennsylvania , without reference to provisions relating to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
(e)	Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts reasonably beyond the control of that party.
(f)	Notices. Any written notice required or permitted to be given hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt Requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally recognized courier service to the other party at the addresses listed on the cover page or to such other address or person as a party may designate in writing. All such notices shall be effective upon receipt.
(g)	No Waiver. The failure of either party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.
(h)	Financial Statements. Fiserv shall provide Client and the appropriate regulatory agencies so requiring a copy of Fiserv, Inc.’s audited consolidated financial statements.

Page 9 of 11

(i)	Prevailing Party. The prevailing party in any arbitration, suit, or action brought against the other party to enforce the terms of this Agreement or any rights or obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and attorneys’ fees of bringing such arbitration, suit, or action.
(j)	Survival. All rights and obligations of the parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
(k)	Exclusivity. Client agrees that Fiserv shall be the sole and exclusive provider of the services that are the subject matter of this Agreement. For purposes of the foregoing, the term “Client” shall consist of Peoples Bank of Elkton, The Bank, Fulton Bank, Lebanon Valley Farmers Bank, Delaware National Bank, Lafayette Ambassador Bank, Swineford National Bank, FNB Bank, Skylands Financial, Hagerstown Trust Company, First Washington State Bank, Premier Bancorp, and Resource Bank. Client agrees not to enter into an agreement with any other entity to provide these services (or similar services) during the term of this Agreement without Fiserv’s prior written consent. If Client acquires another entity, the exclusivity provided to Fiserv hereunder shall take effect with respect to such acquired entity as soon as practicable after termination of such acquired entity’s previously existing arrangement for these services. If Client is acquired by another entity, the exclusivity provided to Fiserv hereunder shall apply with respect to the level or volume of these services provided immediately prior to the signing of the definitive acquisition agreement relating to such acquisition and shall continue with respect to the level or volume of these services until any termination or expiration of this Agreement. Not withstanding anything to the contrary in this Section 15 (k), Client may permit an affiliate acquired after the date of this Agreement to maintain an agreement in effect at the time of such acquisition with any other entity providing services that are subject matter of this Agreement. * In no event, however, will Client transition existing accounts or services covered within the scope of this Agreement from any existing Fiserv affiliate to the data processing provider of the newly acquired Client affiliate during the term of this Agreement.
(l)	Recruitment of Employees. Client and Fiserv agree not to hire the others’ employees during the term of this Agreement and for a period of 6 months after any termination or expiration thereof, except with Client’s or Fiserv’s prior written consent.
(m)	Publicity. Client and Fiserv shall have the right to make general references about each other publicly and the type of services being provided hereunder to third parties, such as auditors, regulators, financial analysts, and prospective customers and clients. The parties shall mutually agree on a press release relating to the execution of this Agreement. In conjunction with this, the party initiating such release shall give the other party a reasonable opportunity to review and comment on the content thereof prior to its release.
(n)	Independent Contractors. Client and Fiserv expressly agree they are acting as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except as expressly authorized herein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date indicated below.

For Client:	For Fiserv:
Fulton Financial Corporation	Fiserv Solutions, Inc.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 10 of 11

By	/s/ James E. Shreiner	By	/s/ Jeff Brandmaier
Name	James E. Shreiner	Name	Jeff Brandmaier
Title	Executive Vice President	Title	President – Fiserv SourceOne
Date	[June 15, 2005]	Date	[June 20, 2005]

Page 11 of 11

Exhibit A

Account Processing Services

Client agrees with Fiserv as follows:

1. Services. Fiserv will provide Client and Client accepts the Account Processing Services (the “Account Processing Services”) specified in the Account Processing Services Fee Schedule attached as Exhibit A — 1 hereto marked with a “F” in the left margin, which represents that the Service is included in the Account Processing Services Fixed Monthly Fee. Other Services therein shall be provided when requested by Client and accepted by Fiserv.

2. Fees. Fiserv will provide Client with the following Account Processing Services at the fees and prices indicated:

(a) Fixed Monthly Fee.

(i)

For an Account Processing Services Fixed Monthly Fee of $277,182, Fiserv agrees to provide and Client agrees to pay for the Services marked with an “F” in the left margin on Exhibit A — 1 of this Agreement. All other Services provided hereunder shall be provided to the Client upon reasonable request at then current pricing and in accordance with this Agreement. Fiserv will provide its variable services, as defined in Exhibit A — 1, at prices that Fiserv charges generally to its client base. For variably priced services, Fiserv and Client will mutually agree upon holding company rates, which will be discounted from the standard pricing per service and institution. The Client understands that the mix of services, volumes and other factors affect the price that Fiserv charges for its Variable Services.

(ii)

Processing Credits. *

(b) Fee Adjustment Factors. The delivery of the Services involves factors and risks that may increase Fiserv’s cost of providing such Services. Notwithstanding the foregoing, Fiserv agrees to limit increases in its fees for those Services included in the Account Processing Services Fixed Monthly Fee as follows:

(i)	Inflation. Fiserv agrees not to increase the Account Processing Services Fixed Monthly Fee for inflation.
(ii)	Volume Adjustment. For volume related Account Processing Services Fixed Monthly Fee adjustments, Fiserv shall reprice the Account Processing Services Fixed Monthly Fee in accordance with the following:

A.	“Client Account Volumes” shall be defined as total open Deposit Accounts (Demand, Savings, and Time), and total open Retail Loan (Installment, Line of Credit and Mortgage) volumes and Commercial Loan Notes.
B.	Proposed volumes (“Proposed Volumes”) are those Client Account Volumes that were used to compute the Account Processing Services Fixed Monthly Fee above. In the first month following the conversion of any such Service, Fiserv shall validate Client’s Client Account Volumes as of the conversion (“Post Conversion Volumes”). In the event that the Post Conversion Volumes exceed the Proposed Volumes, Fiserv shall reprice the Account Processing Services Fixed Monthly Fee by applying the per account charge presented below to Post Conversion Volumes.
C.	In the event that the Client acquires other financial institutions or branches or portfolios of accounts for which Fiserv will provide Account Processing Services, or elects to have Fiserv provide Account Processing Services to existing affiliates other than those contemplated by this Agreement, upon each such conversion Fiserv shall reprice the Account Processing Services Fixed Monthly Fee by applying the per account charge presented below to Post Conversion Volumes.
D.	Upon completion of each calendar year throughout the term of this Agreement, Fiserv shall reprice the Account Processing Services Fixed Monthly Fee by applying the per account charge presented below to then current year end Client Account Volumes.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 1 of 67

(iii) Discounted Fees. In the event that Fiserv discontinues a product or service or outsources a product or service to a third party, the following discounts will apply. *

Client Account Volumes* Per Account Charge*

(iv) Conversion Fees. In the event that the Client acquires other financial institutions or branches or portfolios of accounts for which Fiserv will provide Account Processing Services, or elects to have Fiserv provide Account Processing Services to existing affiliates, or elects to implement additional Account Processing Services under the terms and conditions of this Agreement, Fiserv agrees to provide “Minimum Support” Conversion Services for a fee * . Reasonable out-of-pocket, pass-through or other third party expenses will be billed as incurred. Minimum Support shall include the following services:

A.	Comprehensive Project Plan for overall project
B.	Application Conversion Task Plans for each converting application
C.	Automatic check for duplicate accounts against converting bank file
D.	Telephone first calls for all applications, including Technical Call
E.	Product Mapping
F.	Program Specifications for all applications where volume exceeds 300 accounts
G.	Conversion Programming for all applications where volume exceeds 300 accounts.
H.	Validation for all applications where volume exceeds 300 accounts
I.	1 — 2 sets of edits per application
J.	1 CIF conversion to be completed in conjunction with the applications conversion
K.	1 Data conversion for all applications where volume exceeds 300 accounts
L.	1 week of telephone support for all applications where volume exceeds 300 accounts
M.	1 Automatic Merge to be scheduled at client request

(v)

In the event that Client requires an additional support item(s) that is categorized under the heading of “Medium Support” on the Conversion Request Form, Fiserv will quote a fee for this item(s) on a time and material basis. In no event will the fee for the Minimum Support Conversion plus the additional support item (s) exceed the “Medium Support” fee * . Additional support above the “Medium Support” level will be quoted on a time and material basis.

(vi)

In the event that Client elects to merge existing Affiliates into a consolidated bank during the term of this Agreement, Fiserv shall provide “Minimum Support” for each Affiliate merger for a * . Such Minimum Support shall include the following:

A.	Comprehensive Project Plan for overall project
B.	Automatic check for duplicate accounts
C.	Telephone first calls for all applications
D.	Consolidation of Bank and Branch Numbers into a single entity
E.	One set of output reports per application for Client verification
F.	1 Automatic Merge to be scheduled at client request

(vii) Additional support requests outside of those mentioned above that may be requested by the Client will be quoted on a time and material basis.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 2 of 67

(viii) Should Client acquire an entity currently processing on the Fiserv software platform, Fiserv shall incorporate such entity into Client’s processing environment. *

3.	Responsibility for Accounts. Client shall be responsible for balancing its accounts each business day and notifying Fiserv immediately of any errors or discrepancies. Provided that Client immediately notifies Fiserv of any discrepancy in Client’s accounts, Fiserv shall, at its expense, promptly recompute accounts affected by discrepancies solely caused by Fiserv computer or software systems or provide for another mutually agreeable resolution. Fiserv will use its commercially reasonable efforts to correct errors attributable to Client or other third-party servicers of Client.
4.	Annual Histories. Fiserv currently maintains annual histories, where applicable, for its clients. These histories can be used to reconstruct Client files in an emergency. However, in order to permit prompt and accurate reconstruction of accounts, Client agrees to retain at all times and make available to Fiserv upon request the most recent data printout(s) received from Fiserv, together with copies or other accurate and retrievable records of all transactions to be reflected on the next consecutive printout(s).
5.	Reconstruction of Error Conditions. Reconstruction of error conditions attributable to Client or to third parties acting on Client’s behalf will be done at prevailing rates as set forth in Exhibit A — 1.
6.	Major Software Enhancements and Custom Programming. All major software enhancements and custom programming will be subject to additional charges for processing and development in accordance with Exhibit A — 1 and Exhibit E hereto. Any significant enhancements subject to additional charges will be mutually agreed upon between Client and Fiserv at a holding company discounted rate.
7.	Protection of Data.

(a)	For the purpose of compliance with applicable government regulations, Fiserv has developed an operations backup center. Fiserv tests the procedure periodically to ensure the data center’s compliance. Fiserv maintains copies of transaction in secured vaults at an off premise location.
(b)	Fiserv provides systems security utilizing commercially reasonable standards to protect Client Files from unauthorized access in compliance with applicable governmental regulations.
(c)	Upon Client providing access to Client Files through Client’s customers’ personal computers or voice response system, Client agrees to indemnify and hold harmless Fiserv, its officers, directors, employees, and affiliates against any claims or actions arising out of such access to Client Files or any Fiserv files (including the files of other Fiserv clients) or the Fiserv System or other Fiserv systems; provided, however, that Fiserv uses commercially reasonable efforts to maintain the highest level of security standards.

8.	Processing Priority. Fiserv does not subscribe to any processing priority; all users receive equal processing consideration.
9.	Forms and Supplies. Client assumes and will pay the charges for all customized forms, supplies, and delivery charges. Custom forms ordered through Fiserv will be subject to a 15% administrative fee for warehousing and inventory control. Forms ordered by Client and warehoused at Fiserv will be subject to the administrative fee.
10.	Regulatory Supervision. By entering into this Agreement, Fiserv agrees that regulatory agencies having authority over Client’s operations shall have the authority and responsibility provided to the regulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C. 1867(C) relating to services performed by contract or otherwise.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 3 of 67

11.

Fiserv Compliance with Regulatory Requirements. Fiserv shall maintain the Fiserv Services and make all necessary changes to the Fiserv System and Fiserv Services to comply with all applicable federal, state, and local regulations that relate to the Fiserv Services (the “Applicable Laws”). Client agrees to notify Fiserv of changes in the Applicable Laws of which Client is aware. Fiserv may charge Client the pro rata portion of any costs to comply with state or local Applicable Laws divided among any other Fiserv clients requesting such work. Fiserv may request Client assistance regarding state and local Applicable Law interpretation and associated Fiserv Systems and Services change design and/or testing from time to time. Such assistance shall be provided by Client without charge to Fiserv.

12.

Product Commitments. *

     A.

13.	Termination. *
14.	Telecommunications. *

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 4 of 67

Exhibit A — 1

Account Processing Services Fee Schedule

Monthly
Fee*	System or Service	Unit Price*	Description*
	Account Analysis
	Per Account
	History Retention
	Weiland Interface Set Up Fee
	Weiland Interface File Transmission Fee
	Weiland Software
	AA Neg Collected Balance Monthly
	Account Reconcilement
	Per Item
	Per Item
	History Retention
	Atchley Systems
	Comply/CTR (Large Currency)
	ATM Special Services
	ATM Statement Print Services
	DD Balance File Transmissions
	SD Balance File Transmissions
	ATM Auto Reissue from Hotcard
	ATM Visa Automated Exception Update
	ATM Card Access to Line of Credit (LOC)
	Audit Confirmation Reports

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 5 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	Automated Clearinghouse
	Receiving Transactions/Items
	Originations Transactions/Items
	RJE Origination
	PDM’s (Company Processing)
	Tape Conversion
	ATM/POS File Processing
	Daily Transmissions (From ATM switches and/or Clearing Houses)
	Automated Returns
	ACH Item Notices
	Notification of Change
	Direct Line Receiving from Fed
	Direct Line Origination to Fed
	Payroll Processing
	Stop Payments/DNE
	FEDI Receiving
	FEDI Origination:
	Customer Implementation
	Customer Statement Implementation
	Per Record
	EPA (Electronic Payment Authorization)
	Risk
	Stop Payment Fee
	Automated Settlement
	Browser Based Host Access
	Bulk Filing

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 6 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	Central Marketing File
	Implementation Fee
	Standard Build
	Special Options Build
	Off-Cycle Build
	Combined Interest
	Commercial Loans
	Consulting Services
	Coupon Books
	Credit Bureau Reporting
	Custom Interfaces (Including Mailbox, FTP)
	Implementation
	Incoming Transmissions
	Outgoing Transmissions
	FTP Internet Transmissions (FTP End Point User)
	Federated Investors Interface
	Customer Information File
	Address Labels
	Alpha-Key Merge
	9-Digit Zip Code (ZIP+4)
	National Change of Address (NCOA)

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 7 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	Customer Information File (Cont.)
	Address Labels
	Alpha-Key Merge
	9-Digit Zip Code (ZIP+4)
	National Change of Address (NCOA)
	CRF Accounts (Alpha-Keys)
	CRF Miscellaneous Accounts (Non-Fiserv Applications)
	GEO Code
	Foreign Citizen Backup Withholding
	Global CRF Pricing Implementation
	CIF Loan Liability Profile Report
	CIF Request Report
	Account Comments Report
	Customer Comments Report
	Address Standardization
	Implementation
	Run
	Request Report

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 8 of 67

Monthly
Fee*	System or Service	Unit Price*      Description*
	Customer Information File (Cont.)
	Monthly Fee
	Customer to Customer Implementation
	Customer to Customer Monthly Fee
	Customer Reporting System
	Delivery Point Bar Coding (DPBC)
	Barcoding Notices
	Data Communications
	Data Communications
	Deconversion
	Deconversion
	Deluxe One Network

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 9 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	Demand Deposits
	Transactions Processed
	Open Accounts
	Account Maintenance
	Interest Bearing Accounts
	Closed Accounts
	Current Day Transaction File Access:
	History Retention — Seven Day
	History Retention — Extended
	Mutual Funds Sweep
	ARS Processing
	Statement Zip Code Sort
	Service Charge Routine Implementation
	Service Charge Routine Change
	Accrual Adjustment Program
	Account Number Production
	Check Processing Descending Order
	DD Kiting Suspect Report
	Combined Balance Service Charge
	Current Month NOW Sweep Fee
	Overdraft Limit
	Overnight Investments
	DD Sweep Transactions
	DD Sweep Notices
	Automatic Transfer Items
	Automatic Transfer Notices

^*  Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 10 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	Demand Deposits (Continued)
	Prior Day BAI Interface File
	DD Daily Extract File
	Controlled Disbursements Implementation
	Controlled Disbursement Memos
	Controlled Disbursement Premium Package
	Controlled Disbursement Pass-through
	Controlled Disbursements Items
	Controlled Disbursement Memos
	Controlled Disbursement Premium Package
	Controlled Disbursement Pass-through
	Intraday Implementation
	Intraday Reporting
	Escrow Management
	Implementation
	Rent Security
	Principal/Escrow
	IOLA Reporting
	Escrow Management Package
	Exception Processing
	Cash Letter Implementation

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 11 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	General Ledger
	GL Base Fee
	Account Centers
	Transactions
	Budget:
	Current and Next Year Versions
	Working Year Version Optional
	Prior Year Version Optional
	Additional Budget Versions
	Outgoing Interface Extract
	Application Interfaces
	GL Maintenance
	GL Recurring Entries
	Reports
	EMR Reports
	Interface Report Implementation
	Interface Reports (As Passed Reports)
	IE Ledger Trial Balances & Transaction Reports
	Transaction History:
	90 Days Transaction History
	Host Disaster Contingency Planning
	Host/RJE Site Support
	InformEnt Data Collection
	InformEnt Data Collection
	Late Payment Interest Charge
	Late Payment Interest Charge

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 12 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	LMS
	Implementation Fee
	Certification Fee
	Transaction Fee
	Maturity Analysis Reporting
	Microfiche/CDs
	Microfiche/CD Originals
	Microfiche/CD Duplicates
	OFAC
	On-Demand Request Full File Scan
	Daily All New Account Scan
	Online Collections
	Active Accounts — Online
	History Accounts
	Time Zone Indicator
	Positive Pay
	Implementation Fee
	Account Processing Fee
	Presentment Items
	Professional Services
	Includes (but not limited to) Custom Programming (report and file creation, maintenance and fixes), and other Fiserv personnel assistance not covered by contract.
	Telecommunications — Design and Consulting

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 13 of 67

Monthly
Fee*	System or Service*	Unit Price*	Description*
	Report Regeneration
	Report Regeneration
	Reference Materials
	CD-ROM
	First Two
	Additional Copies
	Paper Manuals (Products not on CD)
	Repost Due to Client Error
	Repost Due to Client Error
	Retail Loans
	Open and Closed Accounts
	Loan Interest Statements
	Insurance Tape Creation
	Promotional Extensions
	National Credit Tool
	Retirement Planning
	Safe Deposit Box
	Special Reports
	Special Reports
	Tape Creation
	Tape Creation

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 14 of 67

Monthly
Fee*	System or Service	Unit Price*	Description*
	Test Bank
	Test Bank Implementation Fee
	Test Bank Fixed Monthly Fee
	Teller Support
	Inquiry and Data capture/truncation
	Third Party Review
	PMM Audit Review — Includes
	Original and One Electronic Copy
	PMM Audit Review — Copy
	Time Deposits
	Open and Closed Accounts
	Draft Items
	Service Charge Routine Implementation
	Service Charge Routine Change
	Accrual Adjustment Program
	Tape for Coupon Book Production
	History Retention
	Statement Zip Code Sort
	Training
	Fiserv Training Services
	View Direct

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 15 of 67

E-Commerce System or Service	Unit Price*	Description*
Intrusion Attack Testing by Third Party
Intrusion Attack Testing
Professional Services
Telephone Banking
Flex-Phone VRU
Bill Payment Accounts
Non-Bill Payment Accounts
Auto Open Feature
Flex-Alert (Automated VRU Monitoring Tool)
Implementation Fee
One Call Feature
One Call Feature With Third Call Option
Two Call Feature
Two Call Feature With Third Call Option
Four Call Feature
Four Call Feature With Third Call Option
Per Minute Charge
Disaster Recovery Call Activity
Call Activity Tier

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 16 of 67

E-Commerce System or Service	Unit Price*	Description*
Disaster Recovery Call Activity (Continued)
Call Activity Tier
TB 800# Access
Implementation Fee
Extended Availability
EB Professional Services/Modifications
Retail Internet Banking Solution
Internet Banking Implementation Fee
Account Processing Fees
Retail Accounts
Commercial
Classic (BankIT) Account Processing Fees
Retail Accounts
Commercial Accounts
Advanced History
Memo Activity
Pending Transfers
Banner Manager

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 17 of 67

E-Commerce System or Service	Unit Price*	Description*
History Download WebConnect
Secure E-mail Message Forms
Implementation Fee (Single FI)
Implementation Fee (Holding Company)
Internet Check Ordering Interface
Implementation Fee for:
DeluxeOne Check Order/Reorder
Clarke American Check Reorder
Check Image Interface for Third Party
Implementation Fee
Network Integration and Certification
Monthly Fee
Bill Payment Services
Implementation Fee
Monthly Merchant Fee
Account Processing Fees
Internet Bill Pay Customers

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 18 of 67

E-Commerce System or Service	Unit Price*	Description*
Bill Payment Services (Continued)
Remote Payment Processing System
Implementation
Maintenance
Activity
Commercial Internet Banking Solution
Existing ManageIT Internet Banking Clients:
Implementation Fee
Monthly Fee
Web Site Statistics (Nettracker)
Implementation Fee
Maintenance

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 19 of 67

Exhibit A – 2

Hours of Operation

The Fiserv Customer Service area will be in operation according to the following schedule:

Monday	8:00 A.M. — 8:00 P.M. EST
Tuesday	8:00 A.M. — 8:00 P.M. EST
Wednesday	8:00 A.M. — 8:00 P.M. EST
Thursday	8:00 A.M. — 8:00 P.M. EST
Friday	8:00 A.M. — 8:00 P.M. EST

The Fiserv Account Processing Center will observe national holidays.

Page 20 of 67

Exhibit A — 3

Service Level Commitments

1. Service Level Commitments. For purposes of the service level commitment categories set forth below, the described services shall be deemed to be “available” to Client if the Fiserv computer system, including all hardware and software necessary to provide the Client with the Services contemplated by this Agreement, is functioning and able to accept and process all input contemplated by this Agreement from Client and necessary to provide the Services in question. All service levels commitments shall be averaged over a calendar month and national holidays are excluded.

(a) Core Applications.

(i)	Response Time. Fiserv shall provide response time for the central processor to receive an Inquiry transaction from the communications controller at the Fiserv data center, process that transaction and return the answer to the controller of * Client Local Time (“CLT”), Monday through Saturday.
(ii)	Report Availability. Fiserv shall make available to the Client at the Fiserv Output Print System or other output distribution medium or product, critical reports for the Basic Services,    *    CLT if such business day falls on the first calendar day of the month (General Ledger an additional 2 hours in each case), provided the Client has completed transmission of the data to be used in generating such reports to    *    . Fiserv shall provide such reports to the Client for each Basic Service in accordance with the above schedule at least   *    . The “Basic Services” are Demand Deposits, Savings, Time Deposits, Account Reconcilement, Retail Loans, Commercial Loans and General Ledger. The algorithm to calculate availability is: 7 core applications multiplied by the number of processing days in a calendar month (average number is 22 days) or [(7 x 22) – 1] / 7 x 22 = ___%.
(iii)	Teleprocessing Availability. Fiserv shall make its teleprocessing services available to the Client at least    *    CLT, Monday through Saturday, excluding overnight batch processing.

(b) E-Commerce Applications.

(i) Retail Internet Banking On—Line Availability. Fiserv shall make its    Retail Internet Banking on-line system available to Client at least *    , Monday through Saturday and from    on Sunday, excluding overnight batch processing, and excluding periods of scheduled system maintenance on Sundays, and excluding the Central Reference File application on Sundays.

(ii) Commercial Internet Banking On—Line Availability. Fiserv shall make its Commercial Internet Banking (ManageIt) on-line system available to Client at least    *    CLT, Monday through Saturday and from on Sunday, excluding overnight batch processing, and excluding periods of scheduled system maintenance on Sundays, and excluding the Central Reference File application on Sundays. When Client ceases to use ManageIt, this service level agreement will expire.

2. Cure. In the event that the Fiserv performance fails to meet the service level commitments set forth in this Section, the Client shall notify Fiserv in writing of such failure and shall work with Fiserv to specifically identify the problem. If a deficiency is determined by the parties, Fiserv shall institute cure procedures. If the deficiency is not cured within 90 days, each month for each deficient service level commitment category until it is cured. If any deficiency persists for an additional 3 consecutive months    *    and upon receipt by Fiserv of prior written notice, the Client may elect to terminate this Agreement, without the payment of liquidated damages, upon payment of any fees or sums due pursuant to this Agreement and such termination shall be the Client’s sole and exclusive remedy. Fiserv agrees to cooperate with the Client to achieve the deconversion schedule.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 21 of 67

Exhibit B

Material Purchased Through Fiserv

Client agrees to purchase, and Fiserv agrees to sell, hardware and software licenses on the terms and subject to the conditions set forth below:

1.	Equipment. Hardware and software licenses being purchased through Fiserv are described in each Exhibit B – n (“Material”). Client understands that Fiserv is acting as an independent sales organization representing each manufacturer or supplier (each, a “Supplier”) identified in each Exhibit B – n.
2.	Payment.    *
3.	Fiserv Obligations. Client also understands and agrees that the ability of Fiserv to obtain Material may be subject to availability and delays due to causes beyond Fiserv’s control. Fiserv shall promptly place any orders submitted under this Exhibit with each Supplier and shall, at Client’s direction, request expedited delivery whenever available.
4.	Insurance. Client shall be responsible for appropriate property insurance for all equipment, whether Client-owned or Fiserv-owned, within Client’s premises.
5.	Delivery and Installation.

(a)	Delivery. On Client’s behalf, Fiserv shall arrange for delivery of Material to the Installation Site on or about the date requested by Client (“Delivery Date”). In the absence of shipping instructions, Fiserv shall select a common carrier on Client’s behalf.
(b)	Installation. Fiserv shall arrange for the installation of the items of Material in consideration of the Installation Fees listed on each Exhibit B – n. Client shall not perform any installation activities without Fiserv’s written consent. Fiserv or its designee shall have full and free access to Material and the Installation Site until installation is completed. If a suitable installation environment is not provided by Client, then Fiserv shall be required to perform only as many normal installation procedures as it deems to be practicable within the available facilities. Installation of Material will take place during normal Fiserv business hours, Monday through Friday, exclusive of Fiserv holidays, unless otherwise agreed by Fiserv.
(c)	Installation Environment. Client shall provide a suitable installation environment for Material as specified by Fiserv or its agents and any and all other specifications provided to Client by Supplier or Fiserv. Unless Fiserv agrees to so provide, Client shall also be responsible for (i) furnishing all labor required for unpacking and placing Material in the desired location for installation; and (ii) physical planning including, but not limited to, floor planning, cable requirements, and safety requirements in accordance with the installation manual and any and all applicable building, electrical, or other codes, regulations, and requirements. All such physical planning shall be completed on or before the Delivery Date.

6.	Shipment and Risk of Loss. All prices shown on each Exhibit B – n are F.O.B. Supplier’s plant. All transportation, rigging, drayage, insurance, and other costs of delivery of Material to the Installation Site shall be paid by Client. Risk of loss shall pass to Client upon shipment.
7.	Title to Equipment. Title to all hardware items comprising Material shall remain with Supplier or Fiserv, as the case may be, until all payments therefore are made by Client and, until such time, Client agrees that it shall not sell, transfer, pledge, or otherwise dispose of such items without Fiserv’s prior written consent.
8.	Acceptance. Equipment shall be deemed to have been accepted when Fiserv and Client have mutually agreed the equipment is functioning according to manufacturers’ and Fiserv’s specifications during standard post-installation test procedures at the Installation Site.
9.	Warranties. Fiserv warrants that Client will acquire good and clear title to all hardware items comprising Material free and clear of all liens and encumbrances. Fiserv hereby assigns to Client all warranties Supplier has granted to Fiserv with respect to Material as set forth on each Exhibit B – n. Client hereby agrees to all of the terms and conditions applicable to those warranties and acknowledges that:

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 22 of 67

(a) Neither Supplier nor Fiserv warrants that use of Material will be uninterrupted or error free; and

(b) Supplier’s warranties, and the assignment of such warranties by Fiserv to Client, shall not impose any liability on Fiserv due to the services or assistance provided to Client by Fiserv with respect thereto.

Page 23 of 67

Exhibit C

Software Products

WHEREAS, Fiserv is the licensor of Software (as defined below), and

WHEREAS, Client wishes to install and Use (as defined below) Software in Client’s premises.

NOW, THEREFORE, the parties hereto agree as follows:

1. Definition of Terms.

(a)	‘Computer System’ means the manufacturer-supplied equipment and software identified on each Exhibit C – n.
(b)	‘Documentation’ means the Software documentation specified on each Exhibit C – n.
(c)	‘Enhancements’ means modifications made to Software that add program features or functions not originally within the Software and that are provided upon payment of additional License Fees. Fiserv reserves the right to determine which changes are upgrades or separately priced enhancements.
(d)	‘Location’ means any single location defined by Client.
(e)	‘Maintenance Fee’ means the annual fee specified in each Exhibit C – n for Maintenance Services.
(f)	‘Maintenance Services’ means maintenance services described in Section 4 below. Maintenance Services are available only with respect to the current and one prior release of Software.
(g)	‘Non-conformity’ means a failure of Software to perform in substantial accordance functions described in the Documentation.
(h)	‘Operational Support’ means optional Fiserv services available, at Client request, to support Client’s Software operation. Operational Support shall only be available if Client is receiving Maintenance Services.
(i)	‘Professional Service Fees’ means fees specified in each Exhibit C – n for professional services provided by Fiserv.
(j)	‘Software’ means the standard, unmodified computer programs in object code, unless otherwise specified on each Exhibit C – n, together with one set of Fiserv standard documentation. Software does not include separate, independent, and stand-alone modules or subsystems that Client has developed and maintained without Fiserv’s assistance.
(k)	‘Software System’ means the Software and Third Party Software.
(l)	‘Special Maintenance Services’ means any other maintenance services as specified in Exhibit C – n.
(m)	‘Third Party’ means any party other than Fiserv, Client, and their respective employees, agents, and subcontractors.
(n)	‘Third Party Software’ means software provided by Fiserv that is owned or licensed by Third Parties, where applicable, as identified on Exhibit C – n. ‘Total License Fee’ means the total sum specified in each Exhibit C – n for Software. Any fees for modifications, enhancements, upgrades, or additions to Software are excluded from this Exhibit unless otherwise specified.
(o)	‘Upgrades’ means changes made to maintain compatibility with new system software releases or to improve previously existing features and operations within Software. This primarily includes Software program fixes.
(p)	‘Use’ means copying or loading any portion of Software from storage units or media into any equipment for the processing of data by Software, or the operation of any procedure or machine instruction utilizing any portion of either the computer program or instructional material supplied with Software at the Location. Use is limited to type of operations described in Fiserv documentation solely to process Client’s own work. Use specifically excludes any service bureau or time-share services to Third Parties without prior written consent by Fiserv and payment by Client of additional fees in accordance with mutually agreed terms.

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2. License.

(a)	Fiserv agrees to furnish Software to Client and does hereby grant to Client a personal, non-exclusive, nontransferable License to Use the Software at the Location on the designated Computer System (i) to process the designated number of accounts; or (ii) by the maximum number of users; as specified in each Exhibit C – n.
(b)	Client may change the Location in the event Client transfers its data processing to a new location within the same country. Client will provide Fiserv with 60 days’ advance notice of any proposed transfer of operations. Assistance by Fiserv related to the transfer shall be chargeable at Fiserv’s then current professional service rates. Client shall reimburse Fiserv for any out-of-pocket expenses.
(c)	Fiserv prohibits the copying of any portions of the Software System except that Client may copy reasonable quantities of any standard end user documentation; and may copy machine language code, in whole or in part, in reasonable quantities, in printed or electronic form, for use by Client at the Location for archive, back-up, or emergency restart purposes, or to replace copy made on defective media. The original, and any copies of Software, or any part thereof, shall be Fiserv’s property.
(d)	Client shall maintain any such copies and the original at the Location and one Client archive site in the same country. Client may transport or transmit a copy of Software from the Location or the Archive Site to another location in the same country as the Location for back-up use when required by Computer System malfunction, provided that the copy or original is destroyed or returned to the Location or Archive Site when the malfunction is corrected. Client shall reproduce and include Fiserv’s copyright and other proprietary notices on all Software System copies made, in whole or in part, in any form.
(e)	Client shall not decompile, disassemble, or otherwise reverse engineer the Software System.
(f)	Third Party Software is provided to Client under the following supplemental terms:

(i)	Use of Third Party Software shall be restricted to use as part of the Software System.
(ii)	Third Party Software owners shall not be liable for any damages, whether direct, indirect, incidental, or consequential arising from the use of Third Party Software.
(iii)	Publication of benchmark tests of Third Party Software is permitted only in a writing signed by an authorized officer of Fiserv and the Third Party Software owner.
(iv)	Third Party Software owners are hereby designated as third party beneficiaries of this Exhibit as it relates to their software.
(v)	Third Party Software is not specifically developed, or licensed for use in any nuclear, aviation, mass transit, or medical application or in any inherently dangerous applications. Third Party Software owners and Fiserv shall not be liable for any claims or damages arising from such use if Client uses the Software System for such applications.

(g) Client shall obtain and maintain at its own expense such data processing and communications equipment and supplies as may be necessary or appropriate to facilitate the proper use of the Software System.

3. Professional Services Terms.

(a)	Fiserv agrees to provide Client with access to Fiserv’s professional personnel at the rates identified in the Professional Services Fee table in each Exhibit C – n. Modifications to the Software shall be rendered as Development Services in accordance with Exhibit E.
(b)	If requested by Client and if applicable, and subject to a mutually agreed upon implementation, Fiserv agrees to provide Operational Support at the rates specified in Exhibit C – n. Operation Support may include the following services:

(i) Operational Support Services

A.	Warehouse Server System Administration
B.	Analysis Server System Administration
C.	Database Administration
D.	InformEnt Administration

(ii) Design and Planning Services

A.	Warehouse Server
B.	Analysis Server

Page 25 of 67

4. Maintenance Services Terms.

(a) Fiserv will provide the following maintenance services to Client:

(i)	Up to    *    for telephone support during normal business hours for reasonable operator support. For telephone support over    *    or not during normal business hours, Client will be charged Fiserv’s then standard professional service rates.
(ii)	On-site support, when requested by Client, will be provided at Fiserv’s then standard professional service rates.
(iii)	Software program fixes to correct Software Non-conformities for the current and one prior release will be provided within a reasonable period of time upon notice by Client. Client agrees to provide Fiserv with reasonable assistance and information in connection therewith.
(iv)	Software Upgrades will be provided to Client.
(v)	Training for updates may be offered to Client at Fiserv’s standard professional service rates. If such training is conducted at the Location or other Client site, Client agrees to reimburse Fiserv for its reasonable travel and out-of-pocket expenses.

(b) The term for Maintenance Services shall begin upon the Successful implementation and customer acceptance of the Software and shall end upon termination of each Exhibit C-n. (“Successful” shall be defined as having all features and functions of the product working as intended within a stable infrastructure consistently delivering product performance as defined in product manuals and available for Client and end-customer use.)

(c)

Fiserv may utilize remote diagnostic software and dial-up telephone lines in providing these services. Client shall cooperate and assist Fiserv to expedite resolution of all Non-conformities.

(d)

Should Fiserv’s review of the Non-conformity indicate, in Fiserv’s reasonable opinion, that the reported problem is not a Software defect but is due to other problems including, but not limited to, input not in accordance with specifications, Client’s abuse or misuse of the Software System, or by a modification or addition to the Software System not performed by Fiserv, or by Client’s failure to properly maintain the Computer System or to install the required system software release as instructed by Fiserv, then:

(i)	Client agrees to reimburse Fiserv for the related costs of work performed by Fiserv in investigating the problem at Fiserv’s then standard professional service rates, and
(ii)	Fiserv, at Client’s request, shall advise Client whether Fiserv can correct or assist in resolving such problem, and the terms under which Fiserv shall undertake the same. Upon acceptance by Client, Fiserv shall correct or assist in resolving the problem in accordance with such terms.

(e)	Maintenance Fees shall be subject to annual increases on the anniversary date of this Agreement upon 30 days written notice to Client.
(f)	Network-related problems are not covered under Fiserv’s Maintenance Service. In the event Fiserv does provide such service, Client agrees to pay Fiserv’s then standard professional service rates.
(g)	Maintenance services in addition to those specified in this Section may be made available at Fiserv’s then standard professional service rates on a mutually agreed schedule.

5. Equipment Terms.

(a)	Client agrees to purchase the Computer System described in Exhibit C – n in accordance with the terms specified in Exhibit B. Fiserv and Client will mutually agree upon who will perform each installation. If it is agreed upon that Fiserv will install software, Client agrees to pay the quoted Professional Services fees.
(b)	Unless the parties agree otherwise, Fiserv shall not be responsible for the provision of any maintenance or repairs to the Computer System or of any parts or replacements for the Computer System.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 26 of 67

6. Performance.

(a)	Client shall give Fiserv full access to the Location, the Software System, and the Computer System to enable Fiserv to provide Services and shall make available information, facilities, and services reasonably required by Fiserv for the performance of its obligations hereunder.
(b)	Work in determining the nature of any problem or in making corrections, amendments, or additions to the Software System may be carried out at Fiserv’s site or the Location, at Fiserv’s option.
(c)	Client agrees to maintain the Computer System, Software, and Third Party Software in accordance with Fiserv’s then current specified minimum configuration during the term hereof, or contract with Fiserv to so provide.

7. Warranties.

(a)

Fiserv warrants that Software will perform in accordance with its functional specifications when operated in the specified operating environment as described in the Documentation. Fiserv will provide replacements or corrections to Software that does not so perform where such failure is material, provided Fiserv is notified in writing. The timeframes to provide such replacement or correction will be mutually agreed upon. This warranty shall not apply if the problem is caused by unauthorized modification to the Software System, use of the Software in combination with non-Fiserv provided software, or by incorrect Use. Client acknowledges that the Software System is designed to operate on the Computer System and that the warranties given by Fiserv are conditional upon the procurement and maintenance by Client of the Computer System in accordance with the then current specified configuration.

(b)

Fiserv warrants that it has the right to License the Use of Software.

8. Indemnity.

(a)	Fiserv shall indemnify Client and hold it harmless against any claim or action alleging Use of Software infringes a patent, copyright, or other proprietary right of a Third Party enforceable in the Location. Client agrees to notify Fiserv promptly in writing of any such claim and grants Fiserv sole right to control the defense and disposition of such claim.
(b)	If, as a result of such claim, Fiserv or Client is permanently enjoined from using Software by a final, non-appealable decree, Fiserv, at its sole option and expense, may (i) procure for Client the right to continue to use Software or (ii) provide a replacement or modification for Software so as to settle such claim. If Software modification is not reasonably practical in Fiserv’s sole opinion, Fiserv shall discontinue and terminate this License upon written notice to Client and shall refund to Client the Total License Fees paid to Fiserv. In making this determination, Fiserv will give due consideration to all factors, including financial expense.
(c)	The foregoing states Fiserv’s entire liability for the infringement of any copyrights, patents, or other proprietary rights by Software or any part thereof, and Client hereby expressly waives any other liabilities on the part of Fiserv arising therefrom.
(d)	Fiserv shall have no liability for any claim based upon

(i)	Use of any part of Software in combination with materials or software not provided by Fiserv; or
(ii)	Modifications made by Client or any Third Party.

9. Title.

(a)	Nothing in this Exhibit shall convey to Client any title to or any rights in Software, including but not limited to all proprietary rights or ownership of any modifications. Client’s sole right in relation to Software or any modifications is Use of the same in accordance with the terms and conditions hereof.
(b)	The Software System and all modifications, enhancements, or upgrades made thereto, and all patents, copyrights, or other proprietary rights related to each of the above are the sole and exclusive property of Fiserv or its suppliers, whether made by Fiserv, Client, or any of their employees or agents. Client shall execute documents reasonably required by Fiserv to perfect such rights.
(c)	All information, reports, studies, object or source code, flow charts, diagrams, and other tangible or intangible material of any nature whatsoever produced by or as a result of any of the services performed hereunder by Fiserv or jointly with Client, shall be the sole and exclusive property of Fiserv or its corporate

Page 27 of 67

parent. Client shall be entitled to Use all such work product produced by Fiserv in accordance with the terms and conditions hereof.

10. Termination.

(a)	The termination of this Agreement shall automatically, and without further action by Fiserv, terminate and extinguish the License, and all rights in and to the Software System shall automatically revert irrevocably to Fiserv. Fiserv shall have the right to take immediate possession of the Software System and all copies thereof wherever located without further notice or demand.
(b)	If Client violates any of the Non-Assignment, License, or Use provisions of this Exhibit, or confidentiality provisions of the Agreement as relates to Software, and fails to remedy any such breach within 5 days of notice thereof from Fiserv, Fiserv may terminate this Exhibit without further notice.

11. Non-Assignment.

(a) In the event of the sale of 50% or more of Client’s common stock, or the sale of all or substantially all of Client’s assets, or in the event of any merger in which Client is not the surviving organization, Client may transfer this Exhibit and upon Fiserv’s prior written consent (which consent shall not be unreasonably withheld) and upon payment of a mutually agreed to additional license fee for such transfer.

(b) If the organization acquiring Client’s common stock, assets, or surviving a merger is an organization deriving more than 5% of its gross revenues from providing service bureau, time share, computer software consulting services, computer software licensing, or computer hardware sales, Fiserv shall be under no obligation to consent to such transfer.

Page 28 of 67

Exhibit C – 1

InformEnt

Schedule 1: Software System and Documentation

1. Software.

(a)	InformEnt Warehouse Model
(b)	KnowledgeShare Administrator
(c)	KnowledgeShare Steward
(d)	KnowledgeShare Author
(e)	KnowledgeShare Analyzer
(f)	KnowledgeShare Viewer
(g)	Process Manager Scheduler Bundle

2. Documentation.

(a) InformEnt User Manuals and Windows Help files

3. Location.

(a) Fulton Financial Corporation

4. Third Party Software.

(a) Oracle — Enterprise Edition, Per Processor License

Page 29 of 67

Schedule 2: Fees and Charges

1. Software Fee.

(a) InformEnt Software Included in Fixed Monthly Fee.

			Number of Licenses
InformEnt Software Module	Type	Licensing Rights	Owned*
Client Software
KnowledgeShare	Admin.	Per Client Seat
KnowledgeShare	Steward	Per Client Seat
KnowledgeShare	Author	Per Client Seat
KnowledgeShare	Analyzer	Per Client Seat
KnowledgeShare	Viewer	Per Client Seat
Server Software
InformEnt Financial Services Model		Per Server
Process Manager	Base Scheduler &
Scheduler Bundle	Browser	Per Server

(b) Additional InformEnt Software Owned — Not Included in the Fixed Monthly Fee.

			Number of Licenses
InformEnt Software Module	Type	Licensing Rights	Owned*
Client Software
KnowledgeShare	Enterprise Admin.	Per Client Seat
KnowledgeShare	Author	Per Client Seat

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 30 of 67

2. Upgrade License Fees If Requested. Existing licenses may be upgraded to include QIQ and/or zero footprint capabilities for the fees listed below. The rates quoted in the table will be valid for three months from the Effective Date. Thereafter, the rates will be subject to change by Fiserv on one-month’s notice.

		Price effective
Current Licenses	New Licenses	1/01/2005*	Annual Maintenance*
Steward/Author	Named Developer with QIQ — fat client
Analyzer	Named Analyst — browser
Viewer	Named Interactive User – zero footprint
Viewer	Named Viewer

3. Additional License Fees If Requested. The rates quoted in the table will be valid for three months from the Effective Date. Thereafter, the rates will be subject to change by Fiserv on one-month’s notice.

		Price effective
Current Licenses	New Licenses	1/01/2005*	Annual Maintenance*
Administrator	Administrator (additional licenses)
Steward/Author	Named Developer with QIQ — fat client
Author	Explorer Single User — fat client
Analyzer	Named Analyst — browser
Viewer	Named Interactive User — zero footprint
Viewer	Named Viewer

Note: The pricing structure referenced above is for the purchase of additional Knowledgeshare licenses after 1/01/2005. All Knowledgeshare licenses purchased prior to 1/01/2005 will retain the current annual maintenance rate as outlined in the original contract and subject to annual CPI-U increases.

4. Third Party Software Fees. Any increase in fees for any Third Party Software may result in an increase to Client as incurred by Fiserv.

Description	License Type	Qty Owned*
Oracle Enterprise	Per Processor

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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5. Professional Services Fees.

Resource	(US $)Hourly Rate*
Professional Services Rates (Consultant)
Professional Services Rates (Information Analyst, Database Programmer, Systems Administrator, Project Manager, and Database Administrator,)

Support Function	Hourly Rate*
Operational Support (base starting rate)
Help Desk (Over 20 hours per month)

(a)	Client may request professional services for short-term projects or for long term monthly and annual commitments based on 60 days advance notice. A minimum of 2 hours per occurrence will apply. The rates quoted in the table will be valid for three months from the Effective Date. Thereafter, the rates will be subject to change by Fiserv on one-month’s notice *
(b)	Fees for telephone support rendered over    *    will be invoiced at the then-current Hourly Rates.

6. CCS Training Fees. CCS education provides instructor-led training on the CCS suite of tools. The training sessions may be conducted for individual organizations at the client site, through an on-line/web utility, or at the Fiserv Pittsburgh Center (FPC). Additional CCS training sessions are scheduled for internal personnel and are posted on the web site to provide additional training opportunities to the clients. The following guidelines will ensure that pricing is consistent according to the purpose and location of the training..

(a) Definitions.

(i)	On-Site Usage Training – Training classes that are instructor-led at a client facility based on standard courseware for the various CCS tools.
(ii)	FPC Single Client Usage Training – Single Client training classes that are instructor-led at the FPC facility and are individually scheduled per client. These sessions are also based on standard courseware for the various CCS tools.
(iii)	Single Client Virtual Classroom Training – Single Client training classes that are instructor-led through an on-line/web utility and are based on standard courseware for the various CCS tools. These sessions are scheduled and conducted per individual client.
(iv)	Pre-scheduled FPC Training – FPC Training classes based on standard courseware for the various CCS tools and prescheduled by CCS Education for internal personnel and/or multiple clients.

(b)	On-Site Usage Training. Client is billed at a    *    for a maximum of 10 participants. Additional participants will be    *    per person per day. An average of 5 hour for preparation and follow-up work, when needed will be billed at the contractual hourly rate. Travel expenses incurred by the instructor will also be expensed to the Client.
(c)	FPC Single Client Usage Training. Client is billed at a    *    for a maximum of 10 participants. Additional participants will be   *    per person per day. An average of 5 hours for preparation and follow-up work, when needed will be billed at the contractual hourly rate. Client pays for any expenses incurred by their attendees.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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(d)	Single Client Virtual Classroom Training (Webex). Depending on the length of a session, the client will be billed at a    *    for a half-day session and    *    a full day. An average of 1/2 Day for prep & follow-up work, when needed will be billed at the contractual daily rate. Cost savings are recognized through the lack of travel expenses for participants and/or the trainer.
(e)	Pre-Scheduled FPC Training. Each client participant is billed according to the following pricing structure for pre-scheduled FPC Pittsburgh-based classes. The pricing structure applies to Pittsburgh-based classes pre-scheduled on the web site.

(i)	One day class —    *    per person
(ii)	Two day class —    *    per person
(iii)	Three day class —    *    per person
(iv)	Additional days —    *    per person per day

(f) Printed Training Manual.

(i)	Additional printed copies of the training manuals —    *    per copy
(ii)	PDF files of the training manuals — no charge

(g) CCS Education Cancellation and Postponement Pricing.

(i)	*    if notification is provided more than 15 working days prior to training
(ii)	*    per cancelled training day if notification is provided 11 to 15 day working days prior to training
(iii)	*    per cancelled training day if notification is provided 6 to 10 working days prior to training
(iv)	*    per cancelled training day if notification is provided 5 or fewer working days prior to training
(v)	Costs incurred by the Training Specialist due to a client cancellation will be submitted on an Expense Report for reimbursement and billed to the client.

7. Maintenance Fees. Maintenance Fees shall be subject to annual increases to    *    .

(a) InformEnt.

InformEnt			Number of
Software Module	Type	Licensing Rights	Licenses Owned*	Annual Maintenance*
Client Software
KnowledgeShare	Admin.	Per Client Seat
KnowledgeShare	Steward	Per Client Seat
KnowledgeShare	Author	Per Client Seat
KnowledgeShare	Analyzer	Per Client Seat
KnowledgeShare	Viewer	Per Client Seat
Server Software
InformEnt Financial
Services Model		Per Server
Process Manager	Base Scheduler &
Scheduler Bundle	Browser	Per Server

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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(b) Additional Licenses Owned – Not Included in the Fixed Monthly Fee. The rates quoted in the table will be valid for three months from the Effective Date. Thereafter, the rates will be subject to change by Fiserv on one-month’s notice.

InformEnt Software			Number of
Module	Type	Licensing Rights	Licenses Owned*	Annual Maintenance*
Client Software
KnowledgeShare	Enterprise Admin.	Per Client Seat
KnowledgeShare	Author	Per Client Seat

(c) Third Party Software. Not included in the Fixed Monthly Fee.

Description	License Type	Qty Owned*	Annual Maintenance*
Oracle Enterprise	Per Processor

(i)	The term for Maintenance Services shall begin upon the execution of this Amendment and shall continue for a period coterminous with the Master Agreement.
(ii)	Any increase in fees for any third party maintenance may result in an increase to the Client as they incurred by Fiserv.
(iii)	Maintenance fees are due annually in advance with first payment due upon delivery of the Software.

(d) Operational Support. Classic Support is included in the fixed monthly fee. Should client require Supreme or Ultimate support, additional fees would be required.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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Classic *

Help Desk Support (7:00 AM -
8:00 PM)

Server Hardware Support (7:00 AM — 8:00 PM EST) 

24x7 Load Production and System Monitoring Support

Daily Process Manager Mgmt.
File Collection Mgmt.

Daily Performance Analysis &
Reporting

Financial Services Model Mgmt.

Change Control Mgmt and Documentation

Month End Server Space
Evaluation

Emergency Database Space Mgmt. and query tuning

Production System Backup Mgmt.

Production Hardware Service
Dispatch (hardware purchased
through Fiserv)

Prod. Server Operating System Support and reboots Annual Report Card

Supreme *

Includes all Classic items
with the following additions:

§	1 Database Reorganization
§	Semi-Annual Report Card
§	InformEnt Software Upgrade Costs excluding hardware and support software not bundled with InformEnt. (1 a year — M-Su 8:00 AM — 5:00 PM EST excluding Holidays)
§	Oracle Partitioning
§	24X5 Server Hardware Support
§	Development Server Support
§	CDQ Support for schedule runs (additional professional services may be required for upgrades)

Ultimate *

Includes all the Supreme items with
the following additions:

§	Quarterly Report Card
§	InformEnt Production Software · Upgrade Costs excluding
§	hardware and support software
§	not bundled with InformEnt.
§	(2 a year — M-Su excluding
§	Holidays
§	24x7 Server Hardware Support
§	MarketShare Support.

Note: Operational Support Rates (referenced above) shall not exceed the * the previous twelve month period. Fiserv CCS will notify client a minimum of one month prior to any increase.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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Schedule 3: Hardware

Client understands that prices for hardware will be quoted upon request. Any increase or decrease in pricing for Third Party equipment, software or maintenance may result in an increase or decrease to Client as incurred by Fiserv. Any Third Party maintenance in effect at the time this agreement is signed will continue through the term of that maintenance agreement.

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Exhibit C — 2

Fiserv Account Sales and Teller

1. Term.

(a)	License Term. The term of the License grant shall begin on the Effective Date and shall continue co-terminous with the Agreement.
(b)	Maintenance Term. The term for Maintenance Services shall begin upon the date Client first uses the License and shall continue co-terminous with the Agreement. As long as Client remains on the Fiserv Account Sales and Teller System (FAST), the seat licenses installed prior to January 1, 2000 are exempt from maintenance fees.

2. License.

Modules	FAST Account Sales and Teller
Number of Workstations	Enterprise-wide
Computer System: Branch Fileserver	Pentium 233 MHz
(minimum configuration)	Disk space dependant upon transaction volumes and archiving options64 MB ECC RAM
	Windows NT 4.0 (service pack 3)
Computer System: Workstation	Pentium 233 MHz
(minimum configuration)	150 MB available
	128 MB RAM
	Windows 2000 Professional (Service Pack 3)
	SVGA 800 x 600
Computer System: Validation Printers	Addmaster IJ1000
	Addmaster IJ2040 (Limited Support)
	Addmaster IJ3160
	Addmaster IJ5000 (Limited Support)
	Epson TM-U375
	Craden DP8
	Craden DP9
Computer System: Passbook Printers
	NCR 5223
	Craden DP6
	Craden DP8
	Craden DP9
Computer System: Document Printers	HP Laser Jet III or higher Any printer with HP PCL5 support using standard driver
Seat Limitations	Unlimited
Third Party Software	Crystal Reports
	RUMBA Terminal Emulation Software
	Bankers Systems Electronic Forms (Optional)

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3. Maintenance Services.

Modules	Fast Account Sales and Teller
Support Service Fee	0 — 562 Seats	*
	563 — 750 Seats	*
	751 — 1,000 Seats	*
	1,001 and above	*

4. Additional Terms and Conditions.

(a)

The Support Service Fee will be based on the number of FAST licenses installed for the previous year. Each year the Client will provide a FAST Installation Confirmation letter to Fiserv attesting to the number of FAST licenses installed as of December 31, of that year. The Client will send the FAST Installation Confirmation letter to Fiserv no later than the 5th day of January each year. An authorized officer of the Client will sign this letter. Fiserv will adjust the Support Service Fee effective every January to reflect the number of FAST licenses installed. The Support Service Fee is subject to annual increases.

(b)

The current tiered Support Service Fee offered for the Windows version of FAST will only apply to identical functionality in the New Account component of the Desktop Browser. An additional Support Service fee will apply to increased functionality added to the Desktop component. *

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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Exhibit C — 3

Customer Service and Call Center Solution

1. License Fees.

Modules	CSCS Module
Location Total License Fee	Enterprise *

2. Professional Services.

CSCS Module (Client-server) Training and Implementation/ Consulting Fee	Client will incur Professional Service Fees to convert the current client-server solution to the new browser-based solution.
	* An additional Professional Services Fee estimate will be provided if Client requires Fiserv assistance to migrate the second center to the new platform.
	Fiserv CCS will provide additional CSCS Implementation or Training Services for * , plus expenses.
	Professional Service Fees shall be invoiced on a monthly basis and Client agrees to pay for any professional services that have been rendered.
	Fiserv CCS will create a Business Requirements List (BRL). This BRL will be the foundation for the scope of any project and will require signoff by both Client and Fiserv CCS. The BRL will also serve as the basis for the administration of change management.
	Fiserv’s Change Control process is a process to ensure that all Client requests outside the defined scope of the implementation project (BRL) are documented appropriately, approved, and signed off by both the Client and the Fiserv Implementation Consultant. Changes to the scope of any implementation project may be subject to additional fees, may impact the project timeline, and must be documented using the Project Change Control Form.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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3. Maintenance Services.

Modules	CSCS Module
Annual Maintenance Fee	*
	Technical support for any database changes that may be required as part of a software upgrade for training/test system will be invoiced at a cost of * , plus reasonable out-of-pocket expenses.
Other Terms	The CSCS System Annual Maintenance will be based on the number of CSCS licenses installed for the previous quarter. Each quarter Client will provide a CSCS Installation Confirmation letter to Fiserv attesting to the number of CSCS licenses installed as of the previous quarter. Fiserv will adjust the CSCS System Annual Maintenance Fee effective each quarter to reflect the number of CSCS licenses installed. The CSCS System Annual Maintenance fees will begin on January 1, 2005.
	Client agrees to operate a currently supported release of the system. Fiserv CCS will work with Client to determine dates for upgrades. However, Client must be no more than two releases, plus current version, behind in order to obtain Support Services as part of the maintenance agreement. Should Client fall more than two releases behind, plus current version, support will be provided at full Professional Services rates.
	Fiserv will provide Client with a browser-based replacement license for each CSCS Licensed Program at * The browser-based replacement is limited to the CSCS System and does not include the optional CSCS Modules. Client agrees to pay for the Fiserv Professional Services to implement from the current client-server solution to the new browser-based solution.
	* An additional Professional Services Fee estimate will be provided if Client requires Fiserv assistance to migrate the second center to the new platform.
	The browser-based replacement will require Microsoft Office products, including Word, Excel, Visio, and Front Page and will require a dedicated Notification Server running Linux when the number of users exceeds 1,000 and these components are not part of this Exhibit.
	The CSCS browser-based solution will be integrated with the SourceOne Host (Customer Search, Customer Profile, and Account Profile). Client will not be charged for standard integration between the systems. This exhibit does not include the SourceOne LMS and LiNX Operations Desktop. However, Client will not incur any LMS or LiNX Operations fees by implementing the CSCS browser-based solution.
	Dial-in access is required for support purposes and customization services, if dial-in access is required to resolve a support issue and dial-in access is not available, there will be a * .

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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4. Third Party Software.

Modules	This Exhibit assumes that Client will provide hardware and all third party software (Terminal Emulation and Database Software).
	This -Exhibit assumes that Client will provide for the Microsoft Office products, including Word, Excel, Visio, and Front Page for The browser-based replacement.
Computer System	This Exhibit does not include the costs of PCs, servers and supporting software.

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Exhibit C—4

Return Items Control System and Automated Proof Correction System

Fiserv hereby grants and Client hereby accepts a non-exclusive, non-transferable license to use the Return Item Control System (RICS) for Windows™ software using the following terms and conditions.

1. Licensed Program(s). The Licensed Program includes the Return Item Control System (“RICS”) for Windows ^™. RICS processes incoming return items and the Automated Proof Correction System (“APCS”) to automate out-of-balance adjustment processing. RICS stores information in an Oracle database and can interface to one (1) core processing system to retrieve name and address information and process on-line memo post debit transactions in the amount of the return item. RICS and APCS interface to the Fiserv SourceOne system via a 3270 terminal emulation software package. Use of and access to RICS and APCS is permitted only from a workstation with a licensed copy of RICS and Oracle or APCS.

2. License and Support Services Fees. The following table outlines the License and Support Services fee structure agreed by the parties:

Licensed Program	License Fee*	Annual Support Services Fee*
Return Item Control System (RICS) for Windows™
Oracle Maintenance
Automated Proof Correction System (APCS) for Windows™

3.

Support Services. Support Services include support via telephone and dial in access, during normal Fiserv business hours, as well as Licensed Program upgrades and related host changes. Dial in access is required for support services. If dial in access is not available when the problem resolution can be easily resolved via dial in access or requires dial in access to resolve, then support is billable to Client at Fiserv’s then current Professional Services rate ( * ) for telephone resolution assistance.

4.

Additional Third Party Terms. If Third Party Products(s) provided above:

(a)	Use of the third party products provided hereunder shall be restricted to use with the Licensed Program only on a single designated PC compatible server CPU running MS-Windows and/or Netware with the number of run-time users above.
(b)	The third party products are provided under a US license and may not be assigned, transferred, rented, or used on a timesharing basis without the third party owner’s prior written consent.
(c)	Fiserv may change the third party products support services fees upon change by the third party owners.
(d)	Except as specifically provided for in this Attachment, all restrictions and obligations of the Client with respect to the Licensed Program and proprietary rights to the Licensed Program shall apply with as much force and effect to the third party owners and their products.
(e)	Fiserv agrees to pass through to Client the warranties and indemnities Fiserv has received from the third party owners.
(f)	In the event the third party product provided is a full use version as opposed to a run-time version, Client shall (i) appoint and authorize specific employees as users under the license for the number of workstations listed above, and (ii) contract with the third party owner for support services. Other provisions of the Agreement shall apply equally to run-time and full use licenses

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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Exhibit C-5

Mortgage Processing Software & Services (UniFi PRO Mortgage)

1. Definitions. The following definitions are used in this Agreement:

(a)	‘Maintenance Services’ means services to correct a Non-Conformity in the original, unmodified Software and Updates.Maintenance Services are available only with respect to the current and two prior Software releases and the latest semi-annual Updates.
(b)	‘Computer System’ means that dedicated computer hardware and manufacturer-supplied software identified on Exhibit C-5-B, which hardware and software shall be the minimum system requirements to operate the Software. Such Computer System requirements are subject to change due to technological advancements and Software Updates.
(c)	‘Non-Conformity’ is defined as a failure of software to perform in substantial accordance with functions described in the documentation.
(d)	‘Release’ a periodic version of Software, which may include Updates and Enhancements.
(e)	‘Software’ means the standard, unmodified computer programs in object code, the Progress application source code and procedure statements in machine readable form, together with one set of Fiserv standard documentation. Software may include sub-licensed software that Fiserv has obtained under license and integrated with the Software. In the event Fiserv’s license terminates, Client agrees to accept Fiserv’s provided replacement product with substantially similar functionality. Software does not include separate, independent, and standalone modules or sub-systems that Client may develop and maintain without Fiserv’s assistance, nor does it include Third-Party Software, including Forms.

2. License to Use the Software.

(a)	Fiserv grants to Client the right to Use any Software modifications furnished or authorized by Fiserv pursuant to this Agreement.
(b)	Upon Fiserv’s reasonable request, Client shall annually certify the following relating to Client’s Software Use:

(i)	total number of Software copies and documentation related thereto; and
(ii)	total number and location of terminals on which Software is installed, operated, or accessed;
	Fiserv reserves the right to audit such certification.

3. Professional Services Terms.

(a)	Services. Fiserv will provide Client with the project management services (“Implementation Services”) and associated items for the implementation project described in Exhibit C-5 (each, an “Implementation Project”). These services will be provided by the Fiserv Professional Services Group (PSG).
(b)	All Implementation Services for Implementation Projects shall be performed in accordance with the procedures set forth below. Any dates for performance are dependent upon the timely performance by each party of the tasks assigned under the project plans for such Implementation Services.
(c)	Project Tracking Documents. Fiserv will provide the Client with the following documents throughout the implementation. The documents will be shared and mutually maintained as deemed necessary by Fiserv and the client.

(i)	Implementation Project Plan. Fiserv and Client shall jointly develop and approve a Project Plan for the Implementation Project. The Project Plan shall contain a listing of milestones, tasks, durations and resource names throughout the project lifecycle or applicable project phase as mutually agreed upon by Fiserv and Client. Client and Fiserv shall mutually agree on the initial Project Plan and ownership as defined during the project planning session. Thereafter, the project plan will be updated on a weekly basis. Fiserv and Client shall utilize their commercially reasonable efforts to meet the dates set forth in the Project Plan.
(ii)	Implementation Status Reports. Fiserv will provide weekly status reports to the client throughout the duration of the project. The Status Report will include a weekly update of the following: project status, achievements, action item summary, Statement of Work status (if applicable) and next steps.
(iii)	Project Budget Tracking. Fiserv will provide the client with a budget update on a monthly basis throughout the duration of the project. The budget template captures the history of monthly expenses

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incurred from contract execution through project completion and provides a Professional Services Group forecast through project completion.

(d)	Changes To Project. Modifications, changes, enhancements, upgrades, or additions to the agreed upon work beyond those stated in the executed contract shall only be added upon mutual written agreement identified within the Statement of Work document (SOW). An SOW will be provided to client for execution for each item identified beyond the original contract and/or contract addendum(s). The SOW will define in detail the effort requested and cost associated to complete the effort. Additional supporting documentation may be requested of the Client to ensure accuracy in development. In the event the parties agree to add any such items, the Project Plan shall automatically be modified to the extent necessary to allow for the implementation or provision of the items. Any such items may result in an increase in the Implementation Fees and possible extension to the project duration.
(e)	Professional Services Educational Services. Educational services are provided as part of each implementation. Services are offered in two locations: 1. Client site, 2. Fiserv training facilities, Plantation, FL.
(f)	Professional Services Help Desk. Throughout the implementation, PSG will provide additional project assistance through the PSG Help Desk. The Help Desk provides business and technical assistance to project related issues. The Help Desk is available regular business hours Monday — Friday.
(g)	Implementation Fees. Client shall pay Fiserv the fees and other charges for the Implementation Project as specified in this Exhibit.

(i)	Client agrees to pay the reasonable travel and living expenses of any Fiserv employees and Fiserv authorized contractors who render services at any Client site in connection with the Implementation Project. All expenses shall be itemized on invoices submitted by Fiserv.
(ii)	All travel related reservations including air, hotel, and rental car are required to be booked through the Fiserv Corporate Travel Desk. Corporate hotel rates provided by the client will be used when available.

4. Maintenance Services Terms.

(a) Once in production, Fiserv will provide the following Maintenance Services to Client:

(i)	Reasonable telephone support related to Software operation.
(ii)	Software program fixes to correct Nonconformities for the then current and two prior releases will be provided within a reasonable period of time upon notice by Client. Client agrees to provide Fiserv with reasonable assistance and information in connection therewith.
	Fiserv shall respond within 1 hour to all Non-Conformity related calls placed during normal business hours of 8:00 am and 5:00 p.m. Eastern Time. Outside of normal business hours, emergency support shall be available to Client. Fiserv shall respond within one hour to all emergency support calls regardless of time of day. Fiserv is under no obligation to provide emergency support during non-business hours for issues caused by, or pertaining to custom programming performed by Client. All calls will be prioritized in accordance with the following:

A.	“High Priority” means any issue, except those pertaining to Client generated custom programs, where Client cannot operate its business. Fiserv shall respond to High Priority issues within 1 hour. Fiserv shall use commercially reasonable efforts to provide a temporary fix or workaround within 24 hours and a permanent resolution within 7 days;
B.	“Medium Priority” means any Issue, except those pertaining to Client generated custom programs that prevent the Software from operating in substantial accordance with its documentation. Where some portions of loan production is malfunctioning, but Client is not prevented from processing, closing, originating or shipping loans, and for which an alternative or workaround may be accomplished. Fiserv shall respond to Medium Priority issues within 4 hours. Fiserv shall use its commercially reasonable efforts to provide a temporary fix or workaround within 7 days and a permanent resolution within 14 days;
C.	“Low Priority” means any Priority that is not a High Priority or Medium Priority. Fiserv shall use commercially reasonable efforts to provide a workaround and a permanent resolution in the next Software release open for development.

(iii) Fiserv shall utilize best efforts to maintain the Software in compliance with applicable Fannie Mae, Freddie Mac, FDIC, Federal Home Loan Board, and other Federal regulations. Software Updates will be provided to Client. Client agrees to install Updates so that the Software installed on the Computer System is no more than 2 releases behind the then current Software release. At Client’s request, Fiserv will install such Updates at Fiserv’s then current rates.

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(iv) Training for Updates may be offered to Client at Fiserv’s then current rates.

(b)	Client agrees to train current and future support staff members on Software technical and user operations, with a reasonable amount of training required to keep its end users minimally proficient on the system.
(c)	Fiserv utilizes remote diagnostic software and dial-up telephone lines in providing these services. Client agrees to provide remote access capabilities to Fiserv. Client shall cooperate and assist Fiserv to expedite resolution of Nonconformities. Client is responsible for costs associated with remote dial-up.
(d)	The initial maintenance fees and adjustment terms are specified in this Exhibit. Additional maintenance fees for each Enhancement shall be quoted at the time such Enhancement is licensed, and additional maintenance fees for Customizations shall be as set forth in the Project Plan for such Customization.

5. Use Of And Rights To Fiserv’s Work Product. All information, reports, studies, object or source code, flow charts, diagrams, and other tangible or intangible material of any nature whatsoever produced by or as a result of any of the services performed hereunder by Fiserv or jointly with Client, shall be the sole and exclusive property of Fiserv or its corporate parent. Client shall be entitled to Use all such work product produced by Fiserv in accordance with the terms and conditions of this Agreement.

6. Term. The term of this Agreement and the licenses granted hereunder shall begin on the Effective Date and continue unless terminated earlier as provided herein within this agreement.

7. Payment.

(a)	Client shall be solely responsible for payment of any applicable Taxes.
(b)	Each payment to be paid to Fiserv hereunder is due upon receipt of the invoice.
(c)	Except as otherwise expressly provided herein, Client agrees to pay reasonable travel and living expenses of any employees of Fiserv and its authorized contractors who render services at any Client site in connection with the activities described in this Agreement. All expenses shall be itemized on invoices submitted by Fiserv and shall be due and payable upon presentation of each invoice as provided herein.
(d)	Third Party fees shall be billed to Client and may be changed from time to time upon notification of a fee change from the third party vendors. In this case Third Party fees pertain to any Third Party license or maintenance fees that are approved by Client and purchased through Fiserv. An example of this would be the Progress licenses and fees associated with UniFi that are purchased through Fiserv.

8. Performance.

(a)	Client shall give Fiserv full access to the Software and Computer System to enable Fiserv to provide Services and shall make available information, facilities, personnel, and services reasonably required by Fiserv for the performance of its obligations hereunder.
(b)	Work in determining the nature of any problem or in making Software corrections, amendments, or additions may be carried out at Fiserv’s site or at Client’s sites at Fiserv’s discretion.
(c)	Client shall be solely responsible to identify required documents necessary to process Client’s business and to contract for and coordinate delivery of document images and data mapping through VMP Mortgage Forms. If additional custom documents are required by Client, Client shall be responsible for the development of such custom documents.

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Exhibit C—5—A

Fee Schedule

1.	Software. The Software is defined by the documentation and manuals produced by Fiserv for the UniFi PRO Mortgage loan origination solution
2.	UniFi PRO Mortgage Software License Fees.

(a)

Full Service — All UniFi PRO Mortgage “full service” licenses purchased by the Client during the term of this agreement will be invoiced at * . Provided that Resource Bank, an affiliate of the Client, has converted its total loan origination solution to UniFi PRO Mortgage, then all UniFi PRO Mortgage “full service” licenses purchased to complete the conversion or subsequent to the conversion by the Client will be invoiced at * .

(b)

Limited Service — All UniFi PRO Mortgage “limited service” licenses purchased by the Client during the term of this agreement will be invoiced at *         . Provided that Resource Bank, an affiliate of the Client, has converted its total loan origination solution to UniFi PRO Mortgage, then all UniFi PRO Mortgage “limited service” licenses purchased by the Client to complete the conversion or subsequent to the conversion will be invoiced at * . For the purposes of this paragraph, “limited service” is defined as a UniFi PRO Mortgage License that is utilized by a client branch office for taking less then 6 applications per month.

3. UniFi PRO Mortgage Maintenance Fees. UniFi PRO Mortgage annual maintenance fees for all existing and future UniFi PRO Mortgage licenses and interfaces will be calculated at a rate of 20% of the original purchase price during the term of the agreement. * Provided that Resource Bank, an affiliate of the Client, has converted its total loan origination solution to UniFi PRO Mortgage, then subsequent to the conversion the annual maintenance fees for all existing and future UniFi PRO Mortgage licenses and interfaces will be calculated at a rate of *.

4. Interfaces. The following UniFi PRO Mortgage interfaces will be supplied to the Client at * to the Client:

(a)	Fannie Mae Desktop Underwriter and Fannie Mae DU Connections
(b)	Freddie Mac Loan Prospector
(c)	Fannie Mae Mornet
(d)	Freddie Mac Midanet
(e)	CBC (Credit)
(f)	Informative Research (Credit)
(g)	First American Flood Data Services

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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(h)	MortgageServ
(i)	Laptop Upload Capability-Remote Structure
(j)	MERS
(k)	1003 Import
(l)	eLynx Document Delivery
(m)	ILS Interface
(n)	CredStar Interface
(o)	Provided that Resource Bank, an affiliate of the Client, has converted its total loan origination solution to UniFi PRO Mortgage, then the following interface, in addition to those listed above, will be supplied to the Client at no charge to the Client:

(i) PRO Link/PRO Link Plus

(p) In the event that Client does not convert Resource Bank’s total loan origination solution to UniFi PRO Mortgage, the fee for the PRO Link/PRO Link Plus interface *         .

5. Professional Services Fees. All Implementation Services and related Training Services from the Fiserv Professional Services Group (PSG) associated with the projects listed below will be invoiced at Fiserv’s then current rates * :

(a)	Conversion of Resource Bank to the UniFi PRO Mortgage System.
(b)	Upgrade to version 5.2 (eX) of UniFi PRO Mortgage.
(c)	Conversion to UniFi PowerPrint from UniFi UniPrint.
(d)	Installation of Progress Version 10.
	All other Implementation Services and Training Services not associated with the projects listed above will be invoiced at Fiserv’s then current rates.
	Except as otherwise expressly provided herein, Client agrees to pay reasonable travel, excluding travel time, and living expenses of any employees of Fiserv and its authorized contractors who render services at any Client site in connection with the activities described in this Agreement. All expenses shall be itemized on invoices submitted by Fiserv and shall be due and payable upon presentation of each invoice as provided herein.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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6.

Progress Version 10 Licensing. During the term of this agreement, Client will be entitled to exchange its current Progress Enterprise licenses for Progress Enterprise Version 10 licenses at * to the Client. If Resource Bank, an affiliate of the Client, converts its loan origination solution to UniFI PRO Mortgage during the term of this agreement, all Progress Enterprise Version 10 licenses required for Resource Bank will be at * to Resource Bank or Client. Client will not pay more than 20% of the license list price as of the date of this Agreement for annual maintenance of the database. Provided that Resource Bank, an affiliate of the Client, has converted its loan origination solution to UniFi PRO Mortgage, then subsequent to the conversion, the total annual maintenance fee for Progress Enterprise licenses for Resource Bank and Client will be * as of the date of this Agreement. *

7.

Custom Programming Assistance. During the term of this agreement, Client will be entitled to a total of * of custom UniFi PRO Mortgage development at no charge to the Client.

(a)	All custom UniFi PRO Mortgage development work exceeding the * will be invoiced at Fiserv’s then current rates.
Except as otherwise expressly provided herein, * .

8. Networking Assistance. Upon execution of this agreement, Fiserv will disburse to the Client a * to be used by the client solely to convert its current UniFi PRO Mortgage stand alone laptops to host connected devices utilizing Citrix, Terminal Services or NetSpeed.

9. Other Licenses and Services. Except as otherwise expressly provided herein, all license and service fees invoiced to the client will be at Fiserv’s then current rates.

10. Other. Fiserv will continue to work collaboratively with Mortgagebot in regards to the ongoing support of Client. This will include support for taking online mortgage applications and returning loan status information to Mortgagebot utilizing the current ProLink/ProLink Plus interface or a future comparable replacement. Any technology initiatives that are warranted during this time will be jointly discussed between the three parties and a mutually agreeable plan of action will be defined. Fiserv understands and agrees with Client’s desire that all connections to third party services be initiated from inside the Client network. It is not desirable to open the Client network for inbound connections from a third party. As we develop new, and update existing third party connections this will be our standard and strongly preferred method of communication.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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Exhibit C—5—B

Computer System

Fiserv recommends Client obtain the following for proper Software operation:

1. Hardware Recommendations. The Hardware, Programming Language, and Operating System to be utilized by Client are listed below. These configurations will provide an acceptable level of performance. As with any Windows software; however, performance can be affected by other applications, overall system configuration, and many other factors. In addition, an Internet connection is required, as all Software Updates are made available on the Internet. These Requirements reflect only the effect of the Software being licensed; other third party software operating on the desktop must be evaluated by the Licensee to determine additional impact on hardware and network.

(a) Networked Workstation

	CPU	Intel® Pentium® IV
	Operating System(s)	Microsoft® Windows® 2000 Pro./XP Pro.
	Memory	256 MB (XP Requires 384 MB)
	Available Disk Space	100 MB
(b)	Laptop
	CPU	Intel® Pentium IV
	Operating System(s)	Microsoft® Windows® 2000 Pro./XP Pro.
	Memory	256 MB (XP Requires 384 MB)
	Available Disk Space	1 GB (when upgrading to a new version of software,
		additional disk space may be required)
	Modem	56K
(c)	EDI Communication Server
	Dial-Up
	CPU	Intel® Pentium IV
	Operating System(s)	Microsoft® Windows® 2000 with .NET Framework
	Memory	256 MB
	Available Disk Space	40 MB
	Modem	U.S. Robotics® 56K External Modem
(d)	Leased Line
	CPU	Intel® Pentium IV
	Operating System(s)	Microsoft® Windows® 2000 with .NET Framework
	Memory	512 MB
	Available Disk Space	40 MB
	Communication Lines	Consult Fiserv Lending Solutions on the availability
		and requirements of a TCP/IP connection.

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(e)	EDI Parser(s). The EDI Parser computers are part of Fiserv Lending Solutions’ scalable EDI solution. Multiple computers might be needed depending on the customer’s volume and response time requirements.
	CPU	Intel® Pentium IV
	Operating System(s)	Microsoft® Windows® 2000
	Memory	256 MB
	Available Disk Space	20 MB

(f)	Database Server*. The Database Management System runs on platforms that are determined by the DBMS vendor. Please refer to individual vendor sites for platform availability.
(g)	Code Server(s)*. The Code Server runs on a Novell® 5.0 using TCP/IP protocol, Microsoft® Windows® 2000 with Service Pack 4.
(h)	Web Server (For NetSpeed Deployment)*. The Web Server can run on Microsoft® Windows® 2000 with Service Pack 4. Additional software requirements include IIS 5.0 or higher.
(i)	NetSpeed Application Server (For NetSpeed Deployment)*. The NetSpeed Application Web Server can run on Microsoft® Windows® 2000 with Service Pack 4. Additional software requirements include IIS 5.0 or higher and Progress® Software Open Edge Application Server 10A.
(j)	PowerPrint® Production Server*. The PowerPrint Production Server using the Rakis Runtime engine V4.6 runs on Microsoft® Windows® 2000 with Service Pack 3.
(k)	PowerPrint® Database Server*. The PowerPrint Database Server runs Microsoft® SQL Server 2000 on Microsoft® Windows® 2000 with Service Pack 4 and MDAC 2.6.
(l)	PowerPrint Development Server*. The PowerPrint Development Server runs on Microsoft® Windows® 2000 with Service Pack 4. Additional software requirements include Visual Basic 6.0 Professional Edition (or better) with Service Pack 3.
(m)	Printer Requirements. Network/Fixed Printer: Any Windows-compliant printer that supports PCL5e or above. (Additional hardware might be needed to print forms. Consult Fiserv Lending Solutions or your forms provider.) Laptop Portable Printers: HP DeskJet 340 or Cannon BJ 80
(n)	Other Requirements.

(i)	U.S. Robotics 56K external modem needed for PCAnywhere™ sessions by Fiserv Lending Solutions personnel.
(ii)	A CD-ROM is needed for the initial software installation.

(o)	* Due to the unique nature of each Client’s environment, it is impossible to state specific hardware requirements without doing a detailed analysis of your individual needs.
(p)	** Microsoft® Windows® 2000 and XP are required to be Professional version or higher unless otherwise stated.
(q)	When upgrading to a new version of the software, additional disk space may be required.
®	Hardware requirements are subject to change.

Page 50 of 67

Exhibit D

E-Commerce Services

Client agrees with Fiserv as follows:

1.	Services. Fiserv will provide Client the Remote Banking Services (“Remote Banking Services”), Internet Web Design Services (“Web Design Services”), and Internet Web Hosting Services (“Web Hosting Services”), (collectively, “E-Commerce Services”) as specified in Exhibit D — 1.
2.	Fees. *

3. Equipment and Supplies. Client shall obtain and maintain at its own expense such equipment as may be necessary or appropriate to facilitate the proper use and receipt of E-Commerce Services. *

4. Service Modifications. In connection with Fiserv’s provision of E-Commerce Services, either party may terminate E-Commerce Services, or any part thereof, immediately upon notice to the other party of any legislative, regulatory, or judicial (i) impairment of the provision thereof; and/or (ii) restrictions or conditions that would materially affect the integrity thereof.

5. Effect of Termination. Upon any termination or expiration of this Exhibit, Client shall continue to be responsible for fees related to E-Commerce Services unless Fiserv receives written notice to delete Client Files from the Fiserv System. Client shall continue to be responsible for all data communications and modem fees until (i) all circuits are disconnected and the telecommunications company ceases invoicing Fiserv; and (ii) Fiserv receives back all equipment supplied to Client by Fiserv.

6. Trademark and Content License. Client hereby grants to Fiserv a non-exclusive, non-assignable right to use Client’s trademarks, trade names, service marks, service names (collectively, “Trademarks”), and Content (as defined below) in connection with Fiserv’s provision of E-Commerce Services. Client will indemnify and hold harmless Fiserv, its officers, directors, employees, designated supplier, and affiliates against any claims or actions arising out of Fiserv’s use of Trademarks and/or Content.

7. Regulatory Compliance. Client shall use E-Commerce Services only in conjunction with lawful purposes. Client agrees not to use E-Commerce Services for any activities in violation of any laws or regulations, including, but not limited to, wrongful transmission of copyrighted material, sending of threatening or obscene materials, or misappropriation of exportation of trade or national secrets.

8. Client Warranties. Client represents and warrants that (a) any work, content, or information (“Content”) provided to Fiserv is either original or that Client has the legal right to provide such Content; and (b) Content doesn’t impair or violate any intellectual property or other rights of Fiserv or any third party. Client will indemnify and hold harmless Fiserv, its officers, directors, employees, designated supplier, and affiliates against any claims or actions arising out of any breaches of the foregoing; or any improper use of information gathered through any co-branded site as part of E-Commerce Services. Client acknowledges that Fiserv shall not monitor, review, or approve any Content. Client acknowledges that access to E-Commerce Services shall be across public and private lines and that Fiserv has no control over such lines or the information available from non-Fiserv sources.

9. Technical Support. Client agrees to provide all end user technical support. Fiserv will provide “second level” Technical Support to Client’s user support representatives. “Technical Support” means Fiserv will take an initial technical support inquiry from Client and initiate the troubleshooting process. Fiserv shall use commercially reasonable efforts to determine the source of technical support issues, and to remedy the issue. Technical Support is available as described in the Exhibits.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 51 of 67

Exhibit D — 1

E-Commerce Services Description

1. Services.

(a)	Fiserv will provide Client access to E-Commerce Services via Internet browser and/or Telephone Banking, to communicate with the Fiserv System. Client’s customers may access and conduct certain business transactions to their enabled accounts from their PC(s) or telephone(s).
(b)	Fiserv will provide the following functions:

(i)	Sign on Authorization
(ii)	Account History for Demand and Savings accounts
(iii)	Bill Payment via Internet and/or Telephone Banking
(iv)	E-mail interface from customer to Client (if Client uses Fiserv as its Internet Services Provider)
(v)	Account Summary for Demand, Savings, Installment Line of Credit, and Mortgage Banking accounts
(i)	Funds Transfer
(ii)	Stop Payments
(iii)	Check Reorders
(iv)	Reports (detailed on Exhibit D — 3 hereto)
(v)	Transaction history downloaded to Quicken or MS Money in QIF format

(c)	Upon reasonable request by Client and acceptance by Fiserv *
(d)	Client acknowledges and understands that E-Commerce Services may be subject to unavailability due to congestion or overload on public circuits supplied by third parties or due to downtime by such third parties.
(e)	Fiserv agrees to provide Second Level Customer Support to Client. “Second Level Customer Support” is defined as whereby Fiserv, during normal business hours, assists Client in resolving customer support issues related to the normal operation of Remote Banking Services that Client is unable to adequately resolve directly with the customer. Fiserv’s sole obligation is to provide timely response to Client for requests for Second Level Customer Support. In no event is Fiserv obligated to contact or receive support calls from Client’s customers to provide support for Remote Banking Services.
(f)	As part of Fiserv’s one-time Remote Banking implementation fee, Fiserv shall provide one day of on-site training, comprised of a general system overview, administration, and end user training in the use of E-Commerce Services. Client acknowledges and agrees to reimburse Fiserv for reasonable travel, boarding, and meal expenses incurred for such on-site training. Client further acknowledges that additional training, project management, and consulting may be obtained from Fiserv at the rates specified in Exhibit A — 1.

2. Client Responsibilities.

(a)	Client will facilitate timely cooperation between any necessary third parties in order for Fiserv to provide E-Commerce Services.
(b)	Client will provide Fiserv the applicable domain name for Remote Banking Services, if applicable.
(c)	Client will establish a web site using Client’s vendor of choice using a Client designated operable domain name.
(d)	Client will review and approve all applications for use of E-Commerce Services, using any validation procedures Client determines, in its sole discretion, are necessary to ensure the financial integrity of a participating customer.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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(e)	Client will obtain from each customer with access to E-Commerce Services (a) a written application, the form of which will be provided to Fiserv; and (b) a written agreement sufficient to enable Client to comply with its obligations under this Exhibit, the form of which will be approved by Fiserv, with such agreement specifying the E-Commerce Services to be provided and customers’ obligations in using E-Commerce Services.
(f)	Client is, and shall remain, solely and exclusively responsible for any and all financial risks, including, without limitation, insufficient funds, associated with each customer accessing E-Commerce Services. Fiserv shall not be liable in any manner, for (1) merchant late charges or (2) lost or misdirected customer bill payments, unless all Fiserv merchant setup policies and bill payment entry policies are followed by Client and Fiserv commits a wrongful act or omission to its stated policy as defined in Fiserv’s Bill Payment Operations Policy Manual. In no event shall Fiserv’s responsibilities for such penalties or late fees * . Client shall be responsible for any late charges imposed by merchants or payees. Client shall instruct users of Bill Payment Services that payments should be initiated in advance of the due date by the number of days defined with the Fiserv Bill Payment Operations Manual in order to avoid the possibility of late payment and associated late charges.
(g)	Client acknowledges that Section (f)(2) will only apply if Client elects to use Fiserv’s back room operations facility for Bill Payment fulfillment. If Client elects to perform this function Section (f)(2) will not apply.
(h)	Client will use, and will instruct its customers to use, E-Commerce Services in accordance with such reasonable rules as may be established by Fiserv from time to time as set forth in any materials furnished by Fiserv to Client.
(i)	Client assumes exclusive responsibility for the consequences of any instructions it may give to Fiserv, for Client’s or its customers failures to properly access Remote Banking Services in a manner prescribed by Fiserv, and for Client’s failure to supply accurate input information, including, without limitation, any information contained in an application.
(j)	In the event that Client elects to utilize Fiserv’s back room facility for Bill Payment fulfillment, Client will designate a bank settlement account to be used for the purposes of settling, in aggregate, the financial transactions requested via E-Commerce Services. Fiserv shall provide Client with details of the specific transactions, reported similarly as other transactions may be done, that were a result of access to E-Commerce Services. Client shall be responsible for auditing and balancing of any settlement accounts.
(k)	In the event that Client elects to utilize Fiserv’s back room facility for Bill Payment fulfillment, Client will verify and reconcile any out-of-balance condition, and promptly notify Fiserv of any errors in the foregoing within 24 hours (exclusive of weekends and applicable holidays) after receipt of the applicable detail report(s) from Fiserv. If notified within such period, Fiserv shall correct and resubmit all erroneous files, reports, and other data at Fiserv’s then standard charges, or at no charge, if the erroneous report or other data directly resulted from Fiserv’s error.
(l)	Client is expressly prohibited from extending any warranty or warranties on Fiserv’s behalf to any person.
(m)	Client appoints Fiserv as its agent with the sole discretion for the selection of an interchange service for Fiserv’s use in providing bill payment services and other similar third party services, which may, from time to time, become available or be offered to Client as additional services.
(n)	Client agrees to provide first level customer support for E-Commerce Services with its customers.
(o)	Client will be responsible for the payment of all telecommunications expenses associated with E-Commerce Services.
(p)	Client acknowledges and understands its responsibility and liability as they relate to Client’s access to the Internet. Fiserv assumes no liability or control over the Internet access of its on-site systems and remote employee or affiliate access.
(q)	Client agrees to purchase any necessary equipment or software needed to provide E-Commerce Services from Fiserv or a Fiserv-approved alternative, and shall be responsible for maintaining such equipment or software in an operating condition, including any mandatory maintenance service programs prescribed by Fiserv. Fiserv will provide minimum specifications for all such equipment or software.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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Exhibit D — 2

E-Commerce Services Fee Schedule

This fee schedule is included in Exhibit A — 1.

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Exhibit D — 3

E-Commerce System Reports

Report No.	Report Name
Telephone Banking (Host-Based) Reports
TB320-01	Merchant Payment History Report
TB320-01	Valid Transfer Report
TB335-02	Settlement Totals Report
TB500-05	Customer Transaction History Report
TB700-06	Merchant Directory Report
TB720-08	Merchant Profile Report
TB310-13	Transfer/Bill Payment Directory
TB320-14	Merchant Payment Checks
TB320-15	Check Register Report/Add’l Check Pages
TB320-16	Merchant Notice of Deposit/Notice of Transit to ACH
TB320-17	Payment/Transfer Exception Report
TB350-20	Merchant Verification Form Report
TB410-21	Customer Usage Report
TB600-26	Annual Payment Summary Report
TB600-27	Annual Summary Exception Report
TB310-30	NSF Notices Report
TB310-31	Merchant Verification Exception Report
TB750-36	Active/Inactive Report
TB250-39	Customer Batch Update Report
TB250-40	Customer Batch Update Exception Report
TB255-41	Merchant Batch Update Report
TB255-42	Merchant Batch Update Exception Report
TB265-43	Return Item Report
TB400-09	Purged Accounts Report
TB430-19	Branch Customer Report
TB720-48	Purged Merchant Report
TB725-46	Purged Merchant History Report
TB565-49	Electronic Banking Statistics
Internet Banking (Browser-Based) Reports
n/a	NetTracker Reports

Page 55 of 67

'

Exhibit D — 4

Implementation Guidelines

1. Client agrees that Fiserv is limiting the implementation effort to features described in Exhibit A — 1 and initialed by Client. Upon signing of this Agreement, an Implementation Questionnaire will be provided to Client that details Client’s setup and branding options. Additional customization or the installation of features that are not defined by this Exhibit D or the Implementation Questionnaire is considered “Custom Development” and is billable at the rates specified in Exhibit A — 1. If additional customization is required after Client and Fiserv have projected a “Live Date” for the service, Fiserv reserves the right to move the “Live Date” to a future available time slot or add the customization after the Internet Banking site is moved to the “live” environment. Future customization will follow the established “Enhancement Request” process defined by Fiserv.

2. Client Internet Banking site will be moved from a “test” environment to a “live” environment only after a completed Implementation Signoff is received by Fiserv. No changes to the site will be allowed until after the site has been moved to the “live” production servers. Fiserv requires a minimum of 5 business days after Implementation signoff is received to move Client to “live” environment.

Page 56 of 67

Exhibit E

Development Services

Client agrees with Fiserv as follows:

1. Custom Programming Allowance. *

(a)	If Client funds the development of an enhancement, and such funding is in * and the enhancement generates revenue for Fiserv in the Client-delivered specifications, a rebate program based on the level of Client investment will be implemented. The parameters of the rebate program will be mutually agreed to on a project-by-project basis.
(b)	Fiserv will cooperate with Client on projects that will guarantee fee income for Client. *

     Each such project will be defined and agreed upon before development begins. Parameters will be mutually determined per specific project.

(c)	For projects that Client requests that are not currently in the Fiserv plan and which Client requests to expedite, Fiserv may use 3rd party contractors to achieve Client’s objectives. In such event, Client will be required to share in the funding of the 3rd party resources. Client’s shared funding expense * .
(d)	Fiserv will provide           *          to be used at Client’s discretion to prioritize components within the Fiserv strategic initiatives as validated by the Client Advisory Board. The current strategic initiatives validated by the Client Advisory Board include * .
(e)	* Client to define specific projects and establish the appropriate service level agreements for project completion and quality. The program manager will insure that the Fiserv SourceOne project delivery framework consisting of feasibility, planning, design, construction, and deployment phases is employed as appropriate for all new Client development requests. The program manager will create and maintain a summary report of all Client development initiatives. The status of each project contained in the report will be reviewed with Client during regularly scheduled monthly conference calls. Additionally, the program manager will visit Client on a quarterly basis to review the status of each project, share the strategic development direction of Fiserv SourceOne, and to help jointly define any new development initiatives that Client may be interested in pursuing.

2. Development Services. Except as defined in this Exhibit E, Subsection 1, Fiserv will provide Client with modifications, enhancements, and customized programming services (“Development Services”) and associated items for particular development projects as described in Exhibit E — n (each a “Development Project”). All Development Services for Development Projects shall be performed in accordance with the procedures set forth below and at the Professional Services rates defined. Fiserv agrees not to increase fees for any individual promoted or reassigned during the course of the project. Any dates for performance are dependent upon the timely performance by each party of the tasks assigned under the project plans for such Development Services.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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(a)	Business Requirements List. Client shall provide Fiserv with all necessary information concerning its requirements for Development Services in a Business Requirements List. Fiserv shall review and suggest revisions to such Business Requirements List on a timely basis. The parties shall mutually agree in writing on the final Business Requirements List for any such project.
(b)	Functional Specifications. Development Services shall be based upon specifications created by Fiserv and approved by Client as provided below:

(i)

Fiserv shall develop Functional Specifications based on the Business Requirements List for Client’s written approval. Fiserv shall not be obligated to perform any further development work until Functional Specifications are approved in writing by Client, which approval shall not be unreasonably withheld or unduly delayed.

(ii)

Modifications, changes, enhancements, conversions, upgrades, or additions to the agreed upon work beyond those stated in Functional Specifications shall be added only upon mutual written agreement. In the event the parties agree to add any such items, the Functional Specifications and applicable Project Plan shall automatically be modified to the extent necessary to allow for the implementation or provision of the items.

(c)

Project Plan. Fiserv shall develop a Project Plan for each Development Project based on Functional Specifications. Each such Project Plan shall contain a listing of the nature and timing of tasks for the project (including the development of an acceptance test), some of which are to be performed by Fiserv and some by Client. Fiserv shall utilize its commercially reasonable efforts to meet the dates set forth in the Project Plan or any replacement thereof. Modifications and changes to the Project Plan shall be only by mutual written agreement of the parties.

(d)

Acceptance Test. Fiserv shall prepare an “Acceptance Test” for the testing of each Development Project. Client shall timely review the proposed Acceptance Test. The Acceptance Test shall be adopted once Client’s written approval is given, which approval shall not be unreasonably withheld or delayed.

(e) Acceptance Testing. Each Development Project shall be deemed successfully completed by Fiserv upon the completion of the Acceptance Test or by live operation and use of the Development Project in Client’s business for a period of 10 days, whichever occurs first. Exceptions to the process may be requested on a case-by-case basis. Client agrees promptly to notify Fiserv in writing (and with reasonable particularity) upon conclusion of testing or earlier upon discovery of any specification non-conformities disclosed by such testing. Fiserv shall correct any specification non-conformities disclosed by such testing within a reasonable time of Client’s notice.

3. Estimated Fees.

(a) Except as defined in this Exhibit E, Subsection 1, Client shall pay Fiserv fees and other charges for each Development Project as specified in each Exhibit E — n (“Development Fees”).

          *               Any estimates of Development Fees and completion dates are referenced solely for the purpose of allowing Client to plan its budgets and schedules based upon the then available information. The daily rates quoted in the table will be valid for 3 months from the effective date of a Development Project. Fiserv will adhere to its Professional Services rates as defined. Fiserv agrees not to increase fees for any individual promoted or reassigned during a project.

(b)	Client agrees to pay the reasonable travel and living expenses of any Fiserv employees and Fiserv authorized contractors who render services at any Client site in connection with each Development Project. All expenses shall be itemized on invoices submitted by Fiserv.
(c)	Should Fiserv provide installation, conversion, or training to Client for a Development Project, the fees therefore shall be as specified on each Exhibit E — n.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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(d)	Development Fees shall be paid 25% upon execution, 25% upon accepted specification document, and 50% upon project acceptance as described in item 2.d of acceptance test..
(e)	Fiserv reserves the right to increase the applicable maintenance fees for the Fiserv Service to which the Development Project relates.
(f)	Fiserv reserves the right to charge Client at Fiserv’s then current Professional Services rates for any necessary retrofitting of Development Services when releases of the Fiserv System(s) to which Development Projects relate are made generally available.

4. Use of and Rights to Development Projects. All information, reports, studies, object or source code, flow charts, diagrams, and other tangible or intangible material of any nature whatsoever produced by or as a result of any of Development Services and Development Projects shall be the sole and exclusive property of Fiserv or its corporate parent. Client shall be entitled to use the results of any Development Project in accordance with the terms and conditions of the Agreement.

5. Development Project Termination. At Client’s sole option, Client may terminate any Development Project upon 1 month’s prior written notice to Fiserv, provided that Client agrees to pay Fiserv for any outstanding Development Fees for Development Services rendered prior to the effective date of termination. In no event shall Fiserv be liable for refund of any Development Fees already paid by Client.

6. Rescheduling. If Client is unable to provide access to required facilities or personnel or is unable to meet its tasks assigned on a Project Plan in a timely manner, Fiserv will endeavor to reschedule tasks to minimize non-productive time. All such non-productive time is chargeable to Client. If such non-productive time is expected to be significant, Fiserv will endeavor to reassign its personnel to other suitable work. In this event, Client will not be charged for the time personnel were reassigned.

Page 59 of 67

Exhibit F

Mortgage Processing Software & Services (MortgageServ)

Account Processing Services

Client agrees with Fiserv as follows:

1.	Services. Fiserv will provide Client the following Account Processing Services (“Account Processing Services”) specified in Exhibit F and F-1.
2.	Fees.

(a)	Client shall pay Fiserv fees and other charges for Account Processing Services specified in Exhibit F-2 (“Account Processing Fees”).
(b)	Fiserv agrees not to increase the Base Account Fee for inflation during the Term of the Agreement.

3. Communications Hardware and Software.

(a) Client understands and agrees to do the following:

(i)	contact Fiserv to obtain equipment configuration and addressing information for all network-attached devices. Client agrees to configure all such equipment in accordance with such information;
(ii)	provide Fiserv 60 days prior written notice, specifying the effective date prior to disconnecting data communications services provided by Fiserv; and
(iii)	use Remote Job Entry or Network Job Entry for report delivery.

(b) In order to maintain compatibility with IBM software, Fiserv installs new releases to its communications software. Fiserv will provide prior written notice of planned installations. Client must obtain appropriate changes for its communications software in order to retain compatibility.

4. Reconstruction of Error Conditions. Reconstruction of error conditions attributable to Client or to third parties acting on Client’s behalf will be done at Fiserv’s then prevailing rates.

5. Hours of Operation. The Fiserv customer service center will be available for use by Client between 8 a.m. and 7 p.m. (Eastern Time zone), Monday through Friday (excluding national holidays). The Fiserv System will be available for full online services between 7 a.m. and 9 p.m. (Eastern Time Zone), Monday through Friday and for inquiry only purposes 24 hours a day, Monday through Friday, except for a maintenance period of approximately 60 minutes per day, and on Saturdays from 7:00 a.m., through 7:00 p.m., unless notified in advance by Fiserv that the Fiserv System will be unavailable.

6. Regulatory Changes. Regulatory changes will be implemented on a timely schedule to correspond with the effective date of the regulation as jointly agreed between Fiserv and its client base, provided that Fiserv receives a minimum 6 month advance notification of regulatory change from the appropriate regulatory agency, with notice of proposed regulatory change being sufficient advance notification.

7. Protection of Data. Fiserv provides “on-line” security via utilization of leased lines with poll/select protocol. Client’s data is copied to tape daily and sent to an off-site storage facility. Client may request a copy of Client’s master files on tape for which Client agrees to pay the charges indicated in Exhibit F-2.

8. Manuals. One (1) complete set of electronic documentation will be provided to Client free of charge. Client may publish manuals on Client’s internal network.

9. User Group Membership. Fiserv supports a formal User Group for Account Processing Services clients. The annual dues for support of the User Group are determined by the Advisory Board annually. Membership in the User Group is mandatory. Active participation on User Group subcommittees is voluntary. Voting privileges and the ability to submit suggestions for consideration by the User Group are contingent upon the payment of annual dues. Funds collected will be placed in a checking account controlled by the User Group Executive Board and will be used exclusively for the expenses of the User Group. Expenses incurred by Fiserv will not be charged to the User Group, nor does Fiserv receive any financial benefit from User Group dues.

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Exhibit F—1

Account Processing Services

Fiserv will provide Client the following Account Processing Services:

1. Basic Services.

(a)	Online Services. Inquire and update of Client Files from terminals located in Client’s offices. The documentation describes the procedures for use of online services for Account Processing Services.
(b)	Reports. Applicable reports based on Client’s usage according to the documentation will be transmitted to Client.
(c)	Customer Service Telephone Support. Telephone support will be available to obtain information and for the discussion of issues and problems.
(d)	Business Improvement/Consulting Services. Three days of onsite consulting services per year will be provided as a value-added component. Fiserv will fund the Consultant’s time; Client will fund the out-of-pocket expenses incurred by the Fiserv Consultant(s). The intention is for this time to be used to identify areas of improvement where Client can execute better use of the system. Fiserv will provide a summary report of assessment to Client management.

Page 61 of 67

Exhibit F—2

Account Processing Services Fees

1. Definitions.

(a)	Active Accounts/Inactive Accounts — Active Accounts are all accounts entered in the system during a billing month. Inactive accounts are those Active Accounts that are closed, balance that has been reduced to zero by prepayment, maturity or foreclosure. Accounts made Inactive in a billing month remain as an Active account for the calendar month the account was closed. At the end of the calendar month the Active Accounts that were made Inactive are moved to an Inactive account status, except if the account has a balance, then it remains as Active.
(b)	Ancillary Products and Services — These are products or services offered by Fiserv at the fees defined in the sections below.
(c)	Interface — Fiserv provides in the Section C. software interfaces to Client systems which are defined as Fiserv standard format interfaces. Requested deviations to the standard will be provided on an estimated fee basis for development.
(d)	In-process Accounts — In-process Accounts are all accounts that are boarded to the system that are still in application and have not closed.

2. Base Account Fee. Monthly per Active Loan (includes Browser Capability)

			Monthly Minimum
Incremental Charge*	Prime*	HELOC*	Charge*

     Note *

3. Base Account Fee.

(a) * :

(i)	Originations. UniFi loan origination interface, warehouse subsystem.
(ii)	Payment Processing. ACH, payment documents, billing statement files, payment processing, lockbox and stop file (1 vendor), branch payment via SourceOne.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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(iii)	Accounting. GL interface, FNMA, GNMA, FHLMC processing (not including EDI transmissions), supported private investors
(iv)	Customer Service. Customer inquiry tracking (CIT), payoff tracking & retention of quotes, 24 month online history, 4 months online before and after logging, CRF interface, VRU interface.
(v)	Escrow Administration. Escrow processing, hazard insurance interfaces, tax service interfaces, PMI interfaces, escrow analysis.
(vi)	Default Management. Collections, power dialer download, credit bureau, field service, early indicator and risk profiler interfaces, and default — loss mitigation, foreclosure, bankruptcy, claims, and REO.
(vii)	EOY. Short year history disclosure data tape, year-end vendor data tape (1 test and 1 final).
(viii)	Other. SAR processing, Sendero (or other asset liability) interface, tape/file handling, service release processing, RF Spectrum interface.

4. Charge per Inactive / In process / Paid-in-Full Loans / Test Bank.

Loan Category	Charge*
Inactive Loan
In Process Loan
Paid in Full Loan
Service Released
*

5. Report Writer / Real Time Letter Writer.

Feature		Charge
Functionality	Description	One Time Setup*	Recurring Charge*
	Real-time Letter
	writing using
On-Line Letter Writer	integrated MSWord
	MortgageServ core
	ad hoc reporting
	query tool and en
	masse batch letter
	writer using
Report Writer	integrated MSWord

6. Monthly Pass-through Charges.

Pass-through Category* Charge*

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 63 of 67

7. Ancillary System Features / Services.

Feature		Charge
Functionality	Description	One Time Setup*	Recurring Charge*
One-Time ACH	Provides the ability to execute ad-hoc drafting of borrower’s checking or savings account.
Equity Builder	Provides the ability to implement an in-house Bi-Saver program
PL$$ Standard	Affiliate Servicing/Private Label with multiple sub-institutions
PL$$ Enterprise	Affiliate Servicing/Private Label with multiple entities
Construction Loan	Administration of construction & construction/permanent loans
	On-line view of loan level and non-loan level file maintenance activity
	1. Rolling 3 months
	2. Additional 3 months
On-line File	3. Additional 6 months
Maintenance	4. Additional 9 months
Realtime24	24/7 system update capability for active loans
Secondary Marketing Warehouse	Warehouse / Investor commitment control
Real time Bulk Investor Sale File	Provides the bulk transfer of loans sold to an investor via an inbound file processed in real time. Multiple daily files are supported with updates executed at 12:00 noon, 4:00pm and 8:00pm ET.
Professional Services	Subject Matter Experts provide consulting, training or customer development
Professional Services	Subject Matter Experts provide consulting or training.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

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Feature		Charge
Functionality	Description	One Time Setup*	Recurring Charge*
Professional Services	Loan Conversions — Subject Matter Experts provide consulting or training.
36 month on-line history view	Rolling 36month on-line view of transaction history
Nautilus — via Service Bureau	Report / Letter viewing facility.
DVD	Available to clients not having a Nautilus license, the service provides copies of all reports generated for the client in a given month.
Extended 5-Day Processing	Provides the capability to extend Friday processing into Saturday where all transactions processed on Saturday are dated with the Friday date.
Six (6) Day Processing	Provides the ability to operate under a true six-day work week. This includes outbound file transmissions that may be scheduled to generate on Saturday, which is considered the last day of the work week.
Year-end Processing Reports	EOY data file to print vendor IRS reporting file IRS Adds/Correction file to IRS
Realtime Delinquency	Real time collection queue reassignment when using Option 2 Delinquency Method.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 65 of 67

8. Ancillary System Interfaces.

Interface			Charge*
	Description	Set up Fee	Recurring Charge	Per Run Charge
Asset/Liability Interfaces:	Portfolio evaluation modeling
1. Fiserv IPS-Sendaro
2. Other Systems
Hazard Insurance Automation	Bi-directional hazard insurance billing/payment files directly between the insurance carrier and MortgageServ.
PMI Insurance Automation	Bi-directional MI insurance billing/payment files directly between the MI carrier and MortgageServ.
CIS / CIF Interface	Update files from MortgageServ to client CIS /CIF file
Database Tapes	Data extract files
BiSaver Interfaces	Interface files to external BiSaver entities
Early Indicator Interface	Exchange of Early Resolution loan data between Freddie Mac and MortgageServ.
Hazard Insurance Outsourcing Interfaces	When using an external third party insurance outsourcing entity, this feature supports bi-directional interface files between the outsourcer’s application and MortgageServ.
Tax Outsourcing Interfaces	When using an external third party tax outsourcing entity, this feature supports bi-directional interface files between the outsourcer’s application and MortgageServ.

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 66 of 67

Interface			Charge*
	Description	Set up Fee	Recurring Charge	Per Run Charge
Real time Lockbox	Up to three scheduled lockbox file updates during the day. (this is in addition to one nightly batch lockbox file.)
MERS Interfaces	Update MERS with appropriate loan level status.
Optional Product Interfaces	Provides bi-lateral interfaces with optional products carriers
Power Dialer Download	Client selected loans extracted from MortgageServ and passed to a dialer application.
Power Dialer Upload	Commentary passed from the dialer application to MortgageServ.

9. Other.

Item	Description	Charge*
SAS-70 Report	Fiserv will furnish you our annual SAS-70 Report as a PDF File on CDRom. From this you may make as many copies as your internal needs may require.
Leaprocon Interface	GL balancing system

^* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.

Page 67 of 67

EX-31.1

Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Rufus A. Fulton, Jr. certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2005
	/s/	Rufus A. Fulton, Jr.
		Rufus A. Fulton, Jr.
		Chairman and Chief Executive Officer

47

EX-31.2

Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles J. Nugent, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2005
	/s/	Charles J. Nugent
		Charles J. Nugent
		Senior Executive Vice President and Chief Financial Officer

48

EX-32.1

Exhibit 32.1 — Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Rufus A. Fulton, Jr., Chief Executive Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

The Form 10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended June 30, 2005, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation for the quarter ended June 30, 2005.

Dated:	August 8, 2005
	/s/	Rufus A. Fulton, Jr.
		Rufus A. Fulton, Jr.
		Chairman and Chief Executive Officer

49

EX-32.2

Exhibit 32.2 — Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Charles J. Nugent, Chief Financial Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:

The Form 10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended June 30, 2005, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation for the quarter ended June 30, 2005.

Dated:	August 8, 2005
	/s/	Charles J. Nugent
		Charles J. Nugent
		Senior Executive Vice President and
		Chief Financial Officer

50