8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report:	July 14, 2010
(Date of earliest event reported):	July 14, 2010

FULTON FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	0-10587	23-2195389
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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

Registrant's telephone number, including area code:                                                                                                           717-291-2411

Former name or former address, if changed since last Report:                                                                                                           N/A

Check the  appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]	Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01  Entry into a Material Definitive Agreement.

On December 23, 2008, as part of the United States Department of the Treasury’s (the “Treasury”) Capital Purchase Program under the Troubled Asset Relief Program authorized under the Emergency Economic Stabilization Act of 2008, Fulton Financial Corporation (“Fulton”) entered into a letter agreement and Securities Purchase Agreement – Standard Terms attached to that letter agreement (collectively, the “Issuance Letter Agreement”) with the Treasury pursuant to which Fulton issued to the Treasury: (i) 376,500 shares of Fulton’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”); and (ii) a warrant (the “Warrant”) to purchase 5,509,756 shares of Fulton’s Common Stock.

On July 14, 2010, Fulton entered into a letter agreement (the “Repurchase Letter Agreement”) with the Treasury pursuant to which Fulton repurchased from the Treasury all 376,500 shares of the Preferred Stock issued to the Treasury.  Fulton repurchased the Preferred Stock for a purchase price equal to the aggregate liquidation amount of the Preferred Stock of $376,500,000.00, plus final accrued dividends of $3,085,208.33.

Under the terms of the Repurchase Letter Agreement, Fulton may, within 15 calendar days of the date of the Repurchase Letter Agreement, deliver to the Treasury notice of Fulton’s intent to repurchase the Warrant.  The Repurchase Letter Agreement also provides that if Fulton does not deliver notice to the Treasury of its intent to repurchase the Warrant within that time period, or if Fulton delivers such notice, but Fulton and the Treasury thereafter fail to agree upon the fair market value of the Warrant, then in either case, the Repurchase Letter Agreement shall serve as the Treasury’s notice of its intention to sell the Warrant.

The Repurchase Letter Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 8.01  Other Events.

 On July 14, 2010, Fulton issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, announcing the repurchase of the Preferred Stock described under Item 1.01 of this Form 8-K.

Exhibit 99.1 is being furnished to the SEC and shall not be deemed to be "filed" for any purpose.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.	Description
10.1	Letter Agreement dated July 14, 2010 between Fulton Financial Corporation and the United Stated Department of the Treasury
99.1	Fulton Press Release dated July 14, 2010

SIGNATURE

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 hereunto duly authorized.

Date: July 14, 2010 Fulton Financial Corporation     By:  /s/ Charles J. Nugent Charles J. Nugent Senior Executive Vice President and Chief Financial Officer  

EX-10.1

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

July 14, 2010

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.  Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:

(a)           The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Preferred Shares; and

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof.

The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of the Warrant with respect to, and/or exercise the Warrant for, all or a portion of the number of shares of Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing. The Company shall take all steps as may be reasonably requested by the Investor to facilitate any such Transfer.

In addition, the Company agrees that in the event it elects to repurchase the Warrant, it shall deliver to the Investor within 15 calendar days of the date hereof a notice of intent to repurchase the Warrant, which notice shall be in accordance with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”).  In the event the Company does not deliver the Warrant Repurchase Notice to the Investor within 15 calendar days of the date hereof, the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its intention to sell the Warrant, such notice to be effective as of the first day following the end of such 15-day period.

In the event that the Company delivers a Warrant Repurchase Notice and the Company and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures (including the Appraisal Procedure), and in accordance with the time periods, set forth in Section 4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant Repurchase Notice, then the Investor hereby provides notice of its intention to sell the Warrant.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

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Fulton Financial Corporation – UST Seq. No. 263

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

 UNITED STATES DEPARTMENT OF

 THE TREASURY

By:   /s/Herbert M. Allison, Jr.                                                                         

 Name: Herbert M. Allison, Jr.

 Title:  Assistant Secretary for Financial Stability

 COMPANY:

 FULTON FINANCIAL CORPORATION

 By:  /s/Charles J. Nugent                                                                        

 Name: Charles J. Nugent                                                                           

 Title: Senior Executive Vice President                                                                           

 and Chief Financial Officer

Fulton Financial Corporation – UST Seq. No. 263

SCHEDULE A

General Information:
Date of Letter Agreement incorporating the Securities Purchase Agreement:	December 23, 2008
Name of the Company:	Fulton Financial Corporation
Corporate or other organizational form of the Company:	Corporation
Jurisdiction of organization of the Company:	Commonwealth of Pennsylvania
Number and series of preferred stock issued to the Investor at the Closing:	376,500 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A
Number of Initial Warrant Shares:	5,509,756
Terms of the Repurchase:
Number of Preferred Shares repurchased by the Company:	376,500
Share certificate number (representing the Preferred Shares previously issued to the Investor at the Closing):	A-1
Per share Liquidation Amount of Preferred Shares:	$1,000.00
Accrued and unpaid dividends on Preferred Shares:	$3,085,208.33
Aggregate purchase price for Repurchased Preferred Shares:	$379,585,208.33
Investor wire information for payment of purchase price:	ABA Number: Bank: Account Name: Account Number:

Fulton Financial Corporation – UST Seq. No. 263

EX-99.1

Fulton Financial

corporation

FOR IMMEDIATE RELEASE	Contact:	Laura J. Wakeley
	Office:	717-291-2616

Fulton Financial Repays TARP Funds to U.S. Treasury

(July 14, 2010) – Lancaster, PA – Fulton Financial Corporation (Nasdaq: FULT) today announced that it has redeemed all 376,500 outstanding shares of Fulton’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A that it issued to the U. S. Treasury as part of the Troubled Asset Relief Program (TARP) in December of 2008.  Fulton Financial paid $379,585,208 to the U.S. Treasury, consisting of  $376,500,000 of principal and $3,085,208 of accrued and unpaid dividends.

“The TARP funds served as a form of insurance against the risk of a very severe and prolonged recession, and we appreciate how this investment bolstered our company’s historically strong capital position,” said R. Scott Smith, Jr., chairman and chief executive officer of Fulton Financial Corporation.

“Our recent successful common stock offering of $230 million enhanced the Corporation’s capital position and facilitated our decision to redeem the Preferred Stock,” continued Smith.  “Having redeemed the Preferred Stock, we will now be able to pursue our strategic objectives with renewed focus.”

The Preferred Stock that Fulton Financial redeemed for $376.5 million had a carrying value of $371 million at June 30, 2010.  As a result of the redemption, Fulton Financial will accelerate the accretion of the remaining discount of $5.5 million in the third quarter of 2010, resulting in a reduction of net income available to common shareholders of $5.5 million or approximately $0.03 per share.  The redemption of the Preferred Stock will eliminate the $18.8 million annual expense of paying dividends to the U.S. Treasury.

In connection with the issuance of the Preferred Stock in December 2008, Fulton Financial issued to the U.S. Treasury a warrant to purchase 5,509,756 shares of its common stock.  This warrant is still held by the U.S. Treasury and Fulton Financial intends to repurchase the warrant at a price to be negotiated, though it may decide not to do so.  If Fulton Financial does not repurchase the warrant, the U.S. Treasury could either exercise the warrant or sell it to third parties.

Fulton Financial Corporation is a Lancaster, Pennsylvania-based financial holding company which has approximately 3,950 employees and operates 271 banking offices in Pennsylvania, Maryland, Delaware, New Jersey and Virginia through the following affiliates: Fulton Bank, N.A., Lancaster, PA; Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank, N.A., Danville, PA; Delaware National Bank, Georgetown, DE; The Bank, Woodbury, NJ; Skylands Community Bank, Hackettstown, NJ and The Columbia Bank, Columbia, MD.

Additional information on Fulton Financial Corporation is available on the Internet at www.fult.com.

Safe Harbor Statement:

This news release may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking statements are encouraged by the Private Securities Litigation Reform Act of 1995.  When words such as "believes," "expects," "anticipates," "intends," "forecasts," "projects," "will" and similar words and expressions are used in its press releases, the Corporation is making forward-looking statements.

Such forward-looking statements reflect the Corporation’s current views and expectations based largely on information currently available to its management, and on its current expectations, assumptions, plan, estimates, judgments, and projections about its business and its industry, and they involve inherent risks, contingencies, uncertainties and other factors.

Although the Corporation believes that these forward-looking statements are based on reasonable estimates and assumptions, the Corporation is unable to provide any assurance that its expectations will, in fact, occur or that its estimates or assumptions will be correct. Actual results could differ materially from those expressed or implied by such forward-looking statements and such statements are not guarantees of future performance.  The Corporation undertakes no obligation to update or revise any forward-looking statements.  Accordingly, investors and others are cautioned not to place undue reliance on such forward-looking statements.

Many factors could affect future financial results including, without limitation: asset quality and the impact on assets from adverse changes in the economy and in credit and other markets and resulting effects on credit risk and asset values; acquisition and growth strategies; market risk; changes or adverse developments in economic, political or regulatory conditions; a continuation or worsening of the current disruption in credit and other markets, including the lack of or reduced access to, and the abnormal functioning of markets for mortgage and other asset-backed securities and for commercial paper and other short-term borrowings; changes in the levels of FDIC deposit insurance premiums and assessments; the effect of competition and interest rates on net interest margin and net interest income; investment strategy and income growth; investment securities gains and losses; declines in the value of securities which may result in charges to earnings; changes in rates of deposit and loan growth; balances of risk-sensitive assets to risk-sensitive liabilities; salaries and employee benefits and other expenses; amortization of intangible assets; goodwill impairment; capital and liquidity strategies and requirements and other financial and business matters for future periods.

For a more complete discussion of certain risks and uncertainties affecting the Corporation, please see the sections entitled  “Risk Factors” and  “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the Corporation’s filings with the Securities and Exchange Commission.

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