8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report: January 18, 2005

Date of earliest event reported: January 11, 2005

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 No.	(IRS Employer Identification Number)

One Penn Square, P.O. Box 4887, Lancaster, PA	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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

In connection with the January 11, 2005 Agreement and Plan of Merger, entered into between Fulton Financial Corporation (“Fulton”) and SVB Financial Services, Inc. (“Somerset”), and disclosed in the initial filing of this Form 8-K, the parties also agreed, in a separate side letter, to provide the directors of Somerset Valley Bank with the same director compensation as they currently receive for a period of three years following the completion of the merger. This amended 8-K has been filed in order to disclose this side letter, which is attached hereto as an exhibit.

2

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Pursuant to Item 9.01(c) of Form 8-K, Fulton hereby files the following exhibits in accordance with Item 601 of Regulation S-K:

Number		Title
2.1	*	Agreement and Plan of Merger, dated January 11, 2005, between Fulton Financial Corporation and SVB Financial Services, Inc.
99.1	*	Warrant Agreement, dated January 12, 2005, between Fulton Financial Corporation and SVB Financial Services, Inc.
99.2	*	Warrant, dated January 12, 2005
99.3	*	Employment Agreement between Somerset Valley Bank, Fulton Financial Corporation and Robert Corcoran, dated January 11, 2005
99.4	*	Employment Agreement between Somerset Valley Bank, Fulton Financial Corporation and Arthur Brattelof, dated January 11, 2005
99.5	*	Press Release, dated January 11, 2005
99.6	*	Transaction Information
99.7		Side Letter, dated January 11, 2005, between Fulton Financial Corporation and SVB Financial Services, Inc.

* Previously filed by Fulton Financial Corporation on January 12, 2005 on Form 8-K.

3

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 hereunto duly authorized.

	FULTON FINANCIAL CORPORATION
Date: January 18, 2005	By:	/s/ Charles J. Nugent
	Name:	Charles J. Nugent
	Title:	Executive Vice President and Chief Financial Officer

4

EXHIBIT INDEX

Page Number

in Manually

Signed Original

Number		Title
2.1	*	Agreement and Plan of Merger, dated January 11, 2005, between Fulton Financial Corporation and SVB Financial Services, Inc.
99.1	*	Warrant Agreement, dated January 12, 2005, between Fulton Financial Corporation and SVB Financial Services, Inc.
99.2	*	Warrant, dated January 12, 2005
99.3	*	Employment Agreement between Somerset Valley Bank, Fulton Financial Corporation and Robert Corcoran, dated January 11, 2005
99.4	*	Employment Agreement between Somerset Valley Bank, Fulton Financial Corporation and Arthur Brattelof, dated January 11, 2005
99.5	*	Press Release, dated January 11, 2005
99.6	*	Transaction Information
99.7		Side Letter, dated January 11, 2005, between Fulton Financial Corporation and SVB Financial Services, Inc.

* Previously filed by Fulton Financial Corporation on January 12, 2005 on Form 8-K.

5

EX-99.7

Exhibit 99.7

[Fulton Letterhead]

January 11, 2005

SVB Financial Services, Inc.

70 East Main Street

Somerville, NJ 08867

Ladies and Gentlemen:

Reference is hereby made to the Agreement and Plan of Merger of even date (the “Merger Agreement”) between Fulton Financial Corporation (“Fulton”) and SVB Financial Services, Inc. (“Somerset”). Capitalized terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

For the purposes of supplementing the Merger Agreement, Fulton agrees as follows:

(a) For a period of three (3) years after the Effective Date, Fulton shall (subject to the right of Fulton and the Somerset Bank Continuing Directors (as defined below) to terminate such obligations under this subsection (a) under subsections (b) and (c) below) continue in office the present directors of Somerset Bank who indicate their desire to serve (the “Somerset Bank Continuing Directors”), provided, that (i) for such three year period, each non-employee Somerset Bank Continuing Director shall continue to receive director’s fees from Somerset Bank on the same basis as prior to the Effective Date and shall continue to receive such other incidental benefits as he or she was receiving from Somerset Bank prior to the Effective Date (the current fees and benefits being as disclosed in the attachment to this letter agreement and to remain unchanged through the Effective Date); provided that, in the event an individual Somerset Bank Continuing Director ceases to act as a director or as a member of any committee thereof, the foregoing obligation to maintain existing fees and benefits shall not apply to successors in such positions and (ii) after such three-year period, each Somerset Bank Continuing Director shall be subject to Fulton’s mandatory retirement rules for directors and shall receive the standard fee paid to directors of Fulton’s other subsidiary banks of similar size.

(b) Fulton shall have the right to terminate its obligations under subsection (a) as a result of (i) regulatory requirements, (ii) safe and sound banking practices as enunciated by bank regulatory agencies, or (iii) the exercise of their fiduciary duties by Fulton’s directors.

(c) Notwithstanding anything herein to the contrary, the Somerset Bank Continuing Directors, in their exercise of their fiduciary duty as to the best interests of Somerset Bank and Fulton, may, by a majority vote of such directors, modify or waive any or all of the foregoing provisions in subsection (a).

Please acknowledge your agreement to the forgoing by executing this letter agreement below.

Very truly yours,
FULTON FINANCIAL CORPORATION
By:	/s/ Rufus A. Fulton, Jr.

Agreed and Accepted
SVB FINANCIAL SERVICES, INC.
By:	/s/ Robert Corcoran

Attachment to Letter Agreement date January 11, 2005

Basic fee: $7,800 per year (based on $650/meeting)

Annual Retainer: $5,000 per year payable semi-annually based on 75% attendance

Committee attendance fee: $200 per meeting ($250 for chairman)

Annual “local” two-day retreat