SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Ruless.240.14a12
FULTON FINANCIAL CORPORATION
----------------------------
(Name of Registrant as specified in its Charter)
------------------------------------
(Name of person(s) filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
FULTON FINANCIAL CORPORATION
P.O. BOX 4887
ONE PENN SQUARE
LANCASTER, PENNSYLVANIA 17604
*NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
*TO BE HELD APRIL 11, 2002
TO THE SHAREHOLDERS OF FULTON FINANCIAL CORPORATION:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its directors, the
regular Annual Meeting of the shareholders of FULTON FINANCIAL CORPORATION will
be held on Thursday, April 11, 2002, at 12:00 noon, at the Hershey Lodge and
Convention Center, West Chocolate Avenue and University Drive, Hershey,
Pennsylvania, for the purpose of considering and voting upon the following
matters:
1. ELECTION OF DIRECTORS. To elect the ten nominees listed in the
accompanying Proxy Statement for the terms specified.
2. OTHER BUSINESS. To consider such other business as may properly
be brought before the meeting and any adjournments thereof.
Only those shareholders of record at the close of business on February 20,
2002 shall be entitled to be given notice of, and to vote, at the meeting.
It is requested that you promptly execute the enclosed Proxy and return it
in the enclosed postpaid envelope. You are cordially invited to attend the
meeting. Your Proxy is revocable and may be withdrawn at any time before it is
voted at the meeting.
A copy of the Annual Report of Fulton Financial Corporation is enclosed.
*BY ORDER OF THE BOARD OF DIRECTORS
*GEORGE R. BARR, JR.
Secretary
Enclosures
March 4, 2002
*BOLD FACE TYPE
PROXY STATEMENT
Dated and To Be Mailed: March 4, 2002
FULTON FINANCIAL CORPORATION
P.O. BOX 4887
ONE PENN SQUARE
LANCASTER, PENNSYLVANIA 17604
(717) 291-2411
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 11, 2002
TABLE OF CONTENTS
-----------------
PAGE
----
GENERAL
Introduction........................................................... 2
Date, Time and Place of Meeting........................................ 2
Shareholders Entitled to Vote.......................................... 2
Purpose of Meeting..................................................... 2
Solicitation of Proxies................................................ 2
Revocability and Voting of Proxies..................................... 2
Voting of Shares and Principal Holders Thereof......................... 3
Shareholder Proposals.................................................. 3
Recommendation of the Board of Directors............................... 4
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
General Information.................................................... 4
Information about Nominees and Continuing Directors.................... 5
Executive Officers and stock ownership................................. 11
Executive Compensation................................................. 12
Meetings and Committees of the Board of Directors...................... 16
Compensation of Directors.............................................. 17
Transactions with Directors and Executive Officers..................... 17
Section 16(a) Beneficial Ownership Reporting Compliance................ 17
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS....................... 17
Audit Fees............................................................. 17
Financial Information Systems Design and Implementation Fees........... 18
All Other Fees......................................................... 18
1
ADDITIONAL INFORMATION................................................. 18
OTHER MATTERS.......................................................... 18
EXHIBITS............................................................... 19
Exhibit A - Report of Audit Committee.................................. 19
2
GENERAL
-------
Introduction
------------
Fulton Financial Corporation, a Pennsylvania business corporation and
registered financial holding company, was organized pursuant to a plan of
reorganization adopted by Fulton Bank and implemented on June 30, 1982. On that
date, Fulton Bank became a wholly-owned subsidiary of Fulton Financial
Corporation and the shareholders of Fulton Bank became shareholders of Fulton
Financial Corporation. Since that time, Fulton Financial Corporation has
acquired other banks and currently owns the following subsidiary banks: Fulton
Bank, Delaware National Bank, Lebanon Valley Farmers Bank, FNB Bank, N.A.,
Hagerstown Trust Company, Lafayette Ambassador Bank, Swineford National Bank,
The Bank (formerly The Bank of Gloucester County), Woodstown National Bank, The
Peoples Bank of Elkton and Skylands Community Bank. In addition, Fulton
Financial Corporation has the following direct, non-banking subsidiaries: Fulton
Financial Realty Company (which owns or leases certain properties on which
certain branch and operational facilities are located), Fulton Life Insurance
Company (which reinsures credit life, health and accident insurance that is
directly related to extensions of credit by subsidiary banks of Fulton Financial
Corporation), Central Pennsylvania Financial Corp. (which owns, directly or
indirectly, certain limited partnership interests, principally in low-moderate
income and elderly housing projects), FFC Management, Inc. (which holds certain
investment securities and corporate owned life insurance policies), Fulton
Financial Advisors, N.A. (which offers fiduciary and investment services),
Fulton Insurance Services Group, Inc. (which operates an insurance agency
selling life insurance and related insurance products), Dearden, Maguire, Weaver
& Barrett, LLC (which is a registered investment advisor offering investment
management and advisory services), Pennbanks Insurance Company (which is a
reinsurance company), and Drovers Capital Trust 1 (an issuer of trust preferred
securities).
The meeting to which this Proxy Statement relates will be the twentieth
Annual Meeting of the shareholders of Fulton Financial Corporation.
Date, Time and Place of Meeting
-------------------------------
The regular Annual Meeting of the shareholders of Fulton Financial
Corporation will be held on Thursday, April 11, 2002, at 12:00 noon, at the
Hershey Lodge and Convention Center, West Chocolate Avenue and University Drive,
Hershey, Pennsylvania.
Shareholders Entitled to Vote
-----------------------------
Only those shareholders of record at the close of business on February
20, 2002 shall be entitled to receive notice of, and to vote, at the meeting.
3
Purpose of Meeting
------------------
The shareholders will be asked to consider and vote upon the following
matters at the meeting: (i) to elect ten directors for the terms specified
herein; and (ii) to consider and vote upon such other business as may be
properly brought before the meeting and any adjournment thereof.
Solicitation of Proxies
-----------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies, in the accompanying form, by the Board of Directors of Fulton
Financial Corporation for use at the Annual Meeting of shareholders to be held
at 12:00 noon on Thursday, April 11, 2002, and any adjournments thereof.
The expense of soliciting proxies will be borne by Fulton Financial
Corporation. In addition to the use of the mails, directors, officers and
employees of Fulton Financial Corporation and its subsidiaries may, without
additional compensation, solicit proxies personally or by telephone.
Revocability and Voting of Proxies
----------------------------------
The execution and return of the enclosed proxy will not affect a
shareholder's right to attend the meeting and to vote in person. Any proxy given
pursuant to this solicitation may be revoked by delivering written notice of
revocation to George R. Barr, Jr., Secretary of Fulton Financial Corporation, at
any time before the proxy is voted at the meeting. Unless revoked, any proxy
given pursuant to this solicitation will be voted at the meeting in accordance
with the instructions thereon of the shareholder giving the proxy. In the
absence of instructions, all proxies will be voted FOR the election of the ten
nominees identified in this Proxy Statement. Although the Board of Directors
knows of no other business to be presented, in the event that any other matters
are properly brought before the meeting, any proxy given pursuant to this
solicitation will be voted in accordance with the recommendations of the Board
of Directors of Fulton Financial Corporation.
Shares held for the account of shareholders who participate in the
Dividend Reinvestment and Stock Purchase Plan and for the account of employees
who participate in the Employee Stock Purchase Plan will be voted in accordance
with the instructions of each shareholder as set forth in his or her proxy. If a
shareholder who participates in these plans does not return a proxy, the shares
held for the shareholder's account by the Plan Agent will not be voted.
Shares held for the account of employees of Fulton Financial
Corporation and its subsidiaries who participate in the Fulton Financial Stock
Fund of the Fulton Financial Corporation Profit Sharing Plan and Affiliate
401(k) Savings Plan will be voted by the Plan Trustee in accordance with the
instructions of each participant as set forth in the separate voting instruction
sheet sent to the participant with respect to such shares. Shares held under the
Fulton Financial Stock Fund with respect to which no voting instructions are
received by the Plan Trustee will be voted by the Plan Trustee FOR the election
of the ten nominees identified in the Proxy Statement.
4
Voting of Shares and Principal Holders Thereof
----------------------------------------------
At the close of business on February 20, 2002, which is the record date
for determination of shareholders entitled to receive notice of, and to vote, at
the meeting and any adjournment thereof, Fulton Financial Corporation had
outstanding 82,482,378 shares of common stock. There is no other class of stock
outstanding. As of the record date, 2,242,759 shares of Fulton Financial
Corporation common stock were held by Fulton Financial Advisors, N.A., a
subsidiary of Fulton Financial Corporation, as sole fiduciary. The shares held
by Fulton Financial Advisors, N.A. as sole fiduciary represent in the aggregate
approximately 2.71 percent of the total shares outstanding and will be voted FOR
the election of the ten nominees identified in this Proxy Statement.
A majority of the outstanding common stock present in person or by
proxy constitutes a quorum for the conduct of business. The judge of election
will treat shares of Fulton Financial Corporation common stock represented by a
properly signed and returned proxy as present at the Annual Meeting for purposes
of determining a quorum, without regard to whether the proxy is marked as
casting a vote or abstaining. Likewise, the judge of election will treat shares
of common stock represented by "broker non-votes" (i.e., shares of common stock
held in record name by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or persons entitled to vote, (ii) the
broker or nominee does not have discretionary voting power under applicable
rules of the National Association of Securities Dealers, Inc. or the instrument
under which it serves in such capacity, and (iii) the record holder has
indicated on the proxy or otherwise notified Fulton Financial Corporation that
it does not have authority to vote such shares on that matter) as present for
purposes of determining a quorum.
Each share is entitled to one vote on all matters submitted to a vote
of the shareholders. A majority of the votes cast at a meeting at which a quorum
is present is required in order to approve any matter submitted to a vote of the
shareholders, except in cases where the vote of a greater number of shares is
required by law or under the Articles of Incorporation or Bylaws. In the case of
the election of directors, the ten candidates receiving the highest number of
votes cast at the Annual Meeting shall be elected to the Board of Directors.
Abstentions and broker non-votes will be counted as shares that are outstanding,
but will not be counted or voted in favor of the election of directors.
To the knowledge of Fulton Financial Corporation, no person owned of
record or beneficially on the record date more than five percent of the
outstanding common stock of Fulton Financial Corporation.
Shareholder Proposals
---------------------
Shareholder proposals intended to be presented at the 2003 Annual
Meeting must be received at the executive offices of Fulton Financial
Corporation at One Penn Square, Lancaster, Pennsylvania not later than November
4, 2002, in order to be included in the proxy statement and proxy form to be
prepared by Fulton Financial Corporation in connection with the 2003 Annual
Meeting. A shareholder may not submit more than one proposal, and the proposal,
including any accompanying supporting statement, may not exceed 500 words.
5
In order to be eligible to submit a proposal, a shareholder must have
continuously held at least $2,000 in market value of Fulton Financial
Corporation common stock for at least one year before the date the proposal is
submitted. The shareholder must continue to hold that stock through the date of
the 2003 Annual Meeting.
Any shareholder submitting a shareholder proposal to Fulton Financial
Corporation must also provide Fulton Financial Corporation with a written
statement verifying ownership of stock and confirming the shareholder's
intention to continue to hold the stock through the date of the 2003 Annual
Meeting. The shareholder, or a qualified representative, must attend the 2003
Annual Meeting to present the proposal.
Recommendation of the Board of Directors
----------------------------------------
The Board of Directors recommends that the shareholders vote FOR the
election of the ten nominees identified in this Proxy Statement.
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
-------------------------------------------------------
General Information
-------------------
The Bylaws of Fulton Financial Corporation provide that the Board of
Directors shall consist of not less than two nor more than thirty-five persons
and that the directors shall be classified with respect to the time they shall
severally hold office by dividing them into three classes, each consisting as
nearly as possible of one-third of the number of the whole Board of Directors.
The Bylaws further provide that the directors of each class shall be elected for
a term of three years, so that the term of office of one class of directors
shall expire at the Annual Meeting each year. The Bylaws provide that the number
of directors in each class of directors shall be determined by the Board of
Directors.
A majority of the Board of Directors may increase the number of
directors between meetings of the shareholders. Any vacancy occurring in the
Board of Directors, whether due to an increase in the number of directors,
resignation, retirement, death or any other reason, may be filled by appointment
by the remaining directors. Any director who is appointed to fill a vacancy
shall hold office until the next Annual Meeting of the shareholders and until a
successor is elected and shall have qualified. There is a mandatory retirement
provision in the Bylaws, which states that the office of a director shall be
considered vacant at the Annual Meeting of shareholders next following the
director's attaining the age of 70 years.
The Board of Directors has fixed the number of directors at
twenty-five. There are fifteen continuing directors whose terms of office will
expire at either the 2003 Annual Meeting or the 2004 Annual Meeting. The Board
of Directors proposes to nominate the following ten persons for election to the
Board of Directors for the term specified below:
6
For a Term of Two Years - Class of 2004
---------------------------------------
George W. Hodges
For a Term of Three Years - Class of 2005
-----------------------------------------
Patrick J. Freer Samuel H. Jones, Jr.
Robert D. Garner Donald W. Lesher, Jr.
J. Robert Hess Stuart H. Raub, Jr.
Carolyn R. Holleran Mary Ann Russell
Gary A. Stewart
Each of the above nominees is presently a director of Fulton Financial
Corporation. In addition, except for Directors Holleran, Hodges and Stewart,
each nominee currently serves on one bank subsidiary board of directors and will
continue to serve on such board as follows: Directors Garner, Hess, Raub and
Russell - Fulton Bank; Directors Freer and Lesher - Lebanon Valley Farmers Bank;
and Director Jones - Woodstown National Bank.
In the event that any of the foregoing nominees is unable to accept
nomination or election, any proxy given pursuant to this solicitation will be
voted in favor of such other persons as the management of Fulton Financial
Corporation may recommend. However, the Board of Directors has no reason to
believe that any of its nominees will be unable to accept nomination or to serve
as a director if elected.
Section 3 of Article II of the Bylaws of Fulton Financial Corporation
requires that nominations, other than those made by or on behalf of the existing
management of Fulton Financial Corporation, must be made in writing and must be
delivered or mailed to the Chief Executive Officer of Fulton Financial
Corporation not less than 14 days nor more than 50 days prior to the date of the
Annual Meeting; provided, however, that if less than 21 days' notice of the
meeting is given to the shareholders, such nominations must be mailed or
delivered to the Chief Executive Officer of Fulton Financial Corporation not
later than the close of business on the seventh day following the day on which
notice of the meeting was mailed. The required notice must set forth the name,
age, residence address and principal occupation of each nominee. The chairman of
the meeting is required to determine whether nominations have been made in
accordance with the requirements of the Bylaws and, if he determines that a
nomination is defective, the nomination and any votes cast for the nominee shall
be disregarded.
Information about Nominees and Continuing Directors
---------------------------------------------------
Information concerning the ten persons to be nominated for election to
the Board of Directors of Fulton Financial Corporation at the 2002 Annual
Meeting and concerning the fifteen continuing directors is set forth below,
including the number of shares of Fulton Financial Corporation common stock
beneficially owned, directly or indirectly, as of February 1, 2002 by each of
them. Unless otherwise indicated in a footnote, shares shown as beneficially
owned by each nominee or continuing director are held either (i) individually by
the person indicated, (ii) individually by the person's spouse or children
living in the same household, (iii) jointly with the
7
person's spouse or children living in the same household, or (iv) in the name of
a bank, broker or nominee for the account of the person or the person's spouse.
No nominee or continuing director owns beneficially more than one percent of the
outstanding common stock of Fulton Financial Corporation, except Samuel H.
Jones, Jr., who owns 1.31 percent. Years of service as a director include
service as a director of Fulton Bank prior to the formation of Fulton Financial
Corporation.
NOMINEES
--------
CLASS OF 2004
(Two Year Term)
GEORGE W. HODGES, age 51. President, The Wolf Organization, Inc.
(distributors of lumber and building supplies). Director since 2001. Shares
of stock beneficially owned: 16,485/1/. Mr. Hodges also serves as a
director of York Water Company.
CLASS OF 2005
(Three Year Term)
PATRICK J. FREER, age 52. President, Strickler Insurance Agency, Inc.
(insurance broker). Director since 1996. Shares of stock beneficially
owned: 40,292/2/
ROBERT D. GARNER, age 68. Retired Chairman of the Board, Fulton Financial
Corporation. Director since 1981. Shares of stock beneficially owned:
97,104/3/
J. ROBERT HESS, age 67. President, Lancaster Malleable Castings Company
(manufacturer of malleable iron castings). Director since 1977. Shares of
stock beneficially owned: 128,705/4/
CAROLYN R. HOLLERAN, age 63. Partner, Jerlyn Associates (real estate
investments). Director since 1994. Shares of stock beneficially owned:
18,819
SAMUEL H. JONES, JR., age 68. Founder, S J Transportation Co. (trucking
company). Director since 1997. Shares of stock beneficially owned:
1,093,982 Mr. Jones also serves as a director of Viewpoint Corporation,
which is subject to the periodic reporting requirements of Section 15(d) of
the Securities Exchange Act of 1934.
DONALD W. LESHER, JR., age 57. President, Lesher Mack Sales and Service
(truck dealership). Director since 1998. Shares of stock beneficially
owned: 69,607
8
STUART H. RAUB, JR., age 66. President, Industrial Piping Systems, Inc.
(distributor of industrial piping and related items). Director since 1981.
Shares of stock beneficially owned: 42,438/5/
MARY ANN RUSSELL, age 66. Retired President and Chief Executive Officer,
Maple Farm, Inc. (provider of health care services). Director since 1991.
Shares of stock beneficially owned: 18,541
GARY A. STEWART, age 54. Partner, Stewart Associates (real estate
developer). Director since 2001. Shares of stock beneficially owned:
205,665/6/
CONTINUING DIRECTORS
--------------------
CLASS OF 2003
JEFFREY G. ALBERTSON, age 61. Attorney, Albertson Ward (law firm). Director
since 1996. Shares of stock beneficially owned: 130,864/7/
HAROLD D. CHUBB, age 69. Retired Director of Finance, Brethren in Christ
Denomination in North America. Director since 1975. Shares of stock
beneficially owned: 30,777/8/
WILLIAM H. CLARK, JR., age 69. Retired Partner, Clark, Schaeffer, Jones &
Eichner (certified public accountants). Director since 1987. Shares of
stock beneficially owned: 10,904
CRAIG A. DALLY, age 45. Attorney, Pierce & Dally, LLP (law firm). Director
since 2000. Shares of stock beneficially owned: 79,696
RUFUS A. FULTON, JR., age 61. Chairman of the Board and Chief Executive
Officer, Fulton Financial Corporation. Director since 1984. Shares of stock
beneficially owned: 318,600/9/
EUGENE H. GARDNER, age 66. President, Gardner, Russo & Gardner (investment
advisor). Director since 1981. Shares of stock beneficially owned:
24,007/10/
CLYDE W. HORST, age 63. Chairman of the Board, The Horst Group, Inc.
(diversified holding company). Director since 1978. Shares of stock
beneficially owned: 57,465
9
R. SCOTT SMITH, JR., age 55. President and Chief Operating Officer, Fulton
Financial Corporation. Director since 2001. Shares of stock beneficially
owned: 221,843/11/
CLASS OF 2004
DONALD M. BOWMAN, JR., age 63. Chairman of the Board, D. M. Bowman, Inc.
(trucking company). Director since 1994. Shares of stock beneficially
owned: 323,001/12/
FREDERICK B. FICHTHORN, age 68. Chairman of the Board, F & M Hat Company
(manufacturer and distributor of felt and straw hats). Director since 1993.
Shares of stock beneficially owned: 88,298/13/
CHARLES V. HENRY, III, age 67. Attorney, Henry & Beaver, LLP (law firm).
Director since 1998. Shares of stock beneficially owned: 123,941/14/
JOSEPH J. MOWAD, M.D., age 66. Director of Urology, Geisinger Medical
Center (urologist). Director since 1999. Shares of stock beneficially
owned: 29,247
JOHN O. SHIRK, age 58. Attorney, Barley, Snyder, Senft & Cohen, LLC (law
firm). Director since 1983. Shares of stock beneficially owned: 29,012/15/
JAMES K. SPERRY, age 69. Retired Executive Vice President, Fulton Financial
Corporation, and Retired Chairman of the Board and Chief Executive Officer
of Fulton Bank. Director since 1984. Shares of stock beneficially owned:
60,057/16/
KENNETH G. STOUDT, age 58. President, The Stoudt Companies (employee
benefit consulting company). Director since 1987. Shares of stock
beneficially owned: 55,995
As of February 1, 2002, Fulton Financial Corporation's directors and
executive officers, as a group, owned of record and beneficially 3,654,061/17/
shares of Fulton Financial Corporation common stock, representing 4.42 percent
of such shares then outstanding.
Footnotes
---------
1. Includes 11,253 shares owned by his spouse and 4,479 shares which may be
acquired pursuant to the exercise of stock options.
2. Includes 135 shares owned by his spouse. Also includes 27,827 shares held
by Strickler Insurance Agency, Inc. Mr. Freer disclaims beneficial
ownership of any of these shares beyond his pro rata interest in the
company.
3. Includes 24,410 shares held by his spouse as trustee under various trusts
for grandchildren.
10
4. Includes 97,240 shares held by Lancaster Malleable Castings Company. Mr.
Hess disclaims beneficial ownership of any of these shares beyond his pro
rata interest in the company.
5. Includes 1,833 shares held in the Industrial Piping Systems, Inc. 401(k)
Plan. Mr. Raub disclaims beneficial ownership of any shares held in the
Industrial Piping Systems 401(k) Plan beyond his pro-rata vested interest
as a participant in such Plan. Also includes 4,297 shares held by a
revocable trust of which his spouse is settlor.
6. Includes 79,892 shares held in a grantor retained annuity trust and 6,092
shares which may be acquired pursuant to the exercise of stock options.
Also includes 49,361 shares held in the Stewart Foundation. Mr. Stewart
disclaims beneficial ownership of any of these shares beyond his pro rata
interest in the Foundation.
7. Includes 10,542 shares held in the Albertson Ward Profit Sharing Plan and
20,407 shares which may be acquired pursuant to the exercise of stock
options. Mr. Albertson disclaims beneficial ownership of any of the shares
held in the Albertson Ward Profit Sharing Plan beyond his pro rata vested
interest as a participant in such Plan.
8. Includes 1,670 shares held as custodian for grandchildren.
9. Includes 25,565 shares held in the Corporation's Profit Sharing Plan and
176,511 shares which may be acquired pursuant to the exercise of stock
options.
10. Includes 11,811 shares held in a trust.
11. Includes 7,819 shares held in the Corporation's Profit Sharing Plan and
164,179 shares which may be acquired pursuant to the exercise of stock
options.
12. Includes 63,100 shares held by Bowman Sales & Equipment, Inc.
13. Includes 4,039 shares held in the F&M Hat Company Profit Sharing Plan. Mr.
Fichthorn disclaims beneficial ownership of any of the shares held in the
F&M Hat Company Profit Sharing Plan beyond his pro rata vested interest as
a participant in such Plan.
14. Includes 487 shares held in a trust.
15. Includes 1,801 shares held in a trust.
16. Includes 32,449 shares held in the Corporation's Profit Sharing Plan.
17. Includes 360,864 shares issuable upon the exercise of stock options, which
shares have been treated as outstanding shares for purposes of calculating
the percentage of outstanding shares owned by directors and executive
officers as a group.
11
Executive Officers and Stock Ownership
--------------------------------------
The following persons are the executive officers of Fulton Financial
Corporation:
Name Age Office Held and Term of Office
---- --- ------------------------------
Rufus A. Fulton, Jr. 61 Chairman of the Board and Chief Executive Officer of
Fulton Financial Corporation since January, 1999;
previously President and Chief Executive Officer of
Fulton Financial Corporation. Member of Senior
Management of Fulton Financial Corporation.
R. Scott Smith, Jr. 55 President and Chief Operating Officer of Fulton
Financial Corporation since January, 2001; previously
Executive Vice President of Fulton Financial
Corporation and Chairman, President and Chief
Executive Officer of Fulton Bank. Member of Senior
Management of Fulton Financial Corporation.
Charles J. Nugent 53 Senior Executive Vice President and Chief Financial
Officer of Fulton Financial Corporation since January,
2001; previously Executive Vice President and Chief
Financial Officer of Fulton Financial Corporation.
Member of Senior Management of Fulton Financial
Corporation.
Richard J. Ashby, Jr. 57 Executive Vice President of Fulton Financial
Corporation and since January, 2001, Chairman,
President and Chief Executive Officer of Fulton Bank;
previously President and Chief Operating Officer
of Fulton Bank and Chairman of the Board, President and
Chief Executive Officer of Lafayette Ambassador
Bank. Member of Senior Management of Fulton
Financial Corporation and Fulton Bank.
12
Information concerning beneficial ownership of Fulton Financial
Corporation stock by Messrs. Fulton and Smith is included in the information
above concerning Directors. The following table shows the beneficial ownership
of Fulton Financial Corporation stock by the other named executive officers as
of February 1, 2002:
Name Shares Beneficially Owned Percent of Stock Outstanding
---- ------------------------- ----------------------------
Charles J. Nugent 169,664/1/ .20
Richard J. Ashby, Jr. 168,220/2/ .20
------------
/1/ Includes 12,212 shares held in the Corporation's Profit Sharing Plan and
136,479 shares which may be acquired pursuant to the exercise of stock
options.
/2/ Includes 4,324 shares held in the Corporation's Profit Sharing Plan and
126,694 shares which may be acquired pursuant to the exercise of stock
options.
13
Executive Compensation
The following Summary Compensation Table shows all compensation paid by
Fulton Financial Corporation for services rendered during the past three fiscal
years by the Chief Executive Officer and each of the most highly compensated
named executive officers whose total annual salary and bonus exceeded $100,000
in 2001.
SUMMARY COMPENSATION TABLE
--------------------------
Long-term Compensation
Annual Compensation ----------------------
Name and -------------------------------------- All Other
Principal Position Year Salary Bonus Options Compensation*
------------------ ---- ------ ----- ------- ------------
Rufus A. Fulton, Jr., 2001 $638,444.30 $24,555.55 27,600 $95,766.65
Chairman of the Board and Chief 2000 $586,444.31 $22,555.55 21,100 $87,966.65
Executive Officer 1999 $553,703.80 $21,296.30 21,500 $83,055.57
R. Scott Smith, Jr., President 2001 $361,111.14 $13,888.89 23,000 $54,166.67
and Chief Operating Officer 2000 $327,407.36 $12,592.59 16,100 $49,111.10
1999 $310,074.26 $11,925.93 16,500 $46,511.14
Charles J. Nugent, 2001 $293,703.80 $11,296.30 19,800 $44,055.57
Senior Executive Vice President and 2000 $269,629.62 $10,370.37 15,100 $40,444.44
Chief Financial Officer 1999 $255,185.31 $ 9,814.82 15,500 $38,277.80
Richard J. Ashby, Jr. 2001 $265,148.06** $ 9,851.85 16,500 $39,772.21
Executive Vice President 2000 $241,185.23** $ 8,814.82 12,600 $36,177.78
1999 $224,388.92** $ 8,407.41 13,000 $33,658.34
* Amounts accrued under the Fulton Financial Corporation Profit Sharing Plan
for the account of each named executive officer.
** Includes amounts, the receipt of which has been deferred pursuant to the
Fulton Financial Corporation Deferred Compensation Plan.
14
STOCK OPTION GRANTS IN FISCAL YEAR 2001
Potential Realized Value at
% of Total Assumed Annual Rates of
Options Exercise or Stock Price Appreciation for
Options Granted to Base Price Option Term
Name Granted Employees Per Share Expiration Date 5% 10%
---- ------- ---------- ----------- --------------- ----------- ------------
Rufus A. Fulton, Jr. 27,600 7.96% $20.47 June 30, 2011 $355,307.86 $900,419.87
R. Scott Smith, Jr. 23,000 6.63 20.47 June 30, 2011 296,089.88 750,349.89
Charles J. Nugent 19,800 5.71 20.47 June 30, 2011 254,894.77 645,953.38
Richard J. Ashby, Jr. 16,500 4.76 20.47 June 30, 2011 212,412.30 538,294.48
15
AGGREGATED STOCK OPTION EXERCISES IN FISCAL YEAR 2001
AND FISCAL YEAR END OPTION VALUES
Number of
Unexercised Value of Unexercised
Shares Acquired Value Options at In-the-Money Options at
Name on Exercise* Realized Fiscal Year End** Fiscal Year End*
---- --------------- -------- ----------------- -----------------------
Rufus A. Fulton, Jr. 17,562 $241,829.53 176,511 $1,197,855.45
R. Scott Smith, Jr. 8,744 167,136.04 164,179 1,089,862.65
Charles J. Nugent -- -- 136,479 806,215.08
Richard J. Ashby, Jr. 7,626 174,394.85 126,694 853,490.05
* Restated to reflect a 5% stock dividend paid on May 25, 2001.
** All options are currently exercisable.
16
PERFORMANCE GRAPH
The following graph shows cumulative investment returns to shareholders
based on the assumptions that (A) an investment of $100 was made on December 31,
1996, in each of the following: (i) Fulton Financial Corporation common stock;
(ii) the stock of all United States companies traded on the NASDAQ Stock Market;
and (iii) common stock of the peer group of bank holding companies in a
nine-state (plus the District of Columbia) Eastern United States region with
total assets at September 30, 1996 of $2 to $8 billion; and (B) all dividends
were reinvested in such securities over the past five years.
Comparison of Five Year-Cumulative Total Returns
Fulton Financial Corporation
(Graph gets inserted)
Legend Description
------ -----------
FFC FULTON FINANCIAL CORPORATION
NASDAQ NASDAQ Stock Market (U.S. Companies)
Peer Group Self-Determined Peer Group consisting
of all bank holding companies with assets
of $2 - $8 billion at 9/30/96 with
corporate headquarters in PA, MD, NJ, DE,
OH, NY, DC, VA, WV and NC and not under
acquisition agreement as of 12/31/01
Notes:
------
A. The lines represent yearly index levels
derived from compounded daily returns that
include all dividends.
B. If the yearly interval, based on the fiscal
year-end, is not a trading day, the
preceding trading day is used.
C. The index level for all series was set to
100.0 on 12/31/96.
---------------------------------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------
FFC 100.00 170.30 151.08 137.05 190.35 195.15
---------------------------------------------------------------------------------------------
NASDAQ 100.00 122.48 172.68 320.89 193.01 153.15
---------------------------------------------------------------------------------------------
Peer Group 100.00 171.84 165.72 143.06 174.59 200.08
---------------------------------------------------------------------------------------------
17
Executive Committee Report on Executive Compensation
Compensation for executive officers of Fulton Financial Corporation is
determined by the Board of Directors after receiving recommendations from the
Executive Committee based upon external salary comparisons and individual
performance. In making recommendations to the Board of Directors regarding the
appropriate levels of executive officer compensation for 2001, the Executive
Committee first considered the executive management tiers and corresponding base
salary ranges which had been developed by Towers Perrin, a consultant on
executive compensation, and approved by the Board of Directors in 1995. This
executive compensation program is based, to a significant degree, on peer group
information, because the Board of Directors believes that Fulton Financial
Corporation must offer competitive salaries in order to attract and retain
qualified executive officers.
In making recommendations to the Board of Directors regarding the
appropriate levels of executive officer compensation for 2001, the Executive
Committee also considered the individual performance factors described in this
paragraph. With regard to the compensation paid to executive officers other than
the Chief Executive Officer, the Executive Committee considered information
provided by the Chief Executive Officer as to each executive officer's level of
individual performance, contribution to the organization, and salary history
during the past five years. With regard to the compensation paid to the Chief
Executive Officer, the Executive Committee considered his performance level, the
results of management decisions made by him, and the earnings of Fulton
Financial Corporation during the previous year. The Executive Committee did not
assign a particular weight to any of the foregoing individual performance
factors, nor did it establish specific target levels for individual performance
or corporate earnings. The compensation recommendations of the Executive
Committee were based on its overall subjective assessment of the value of the
services provided by each executive officer to Fulton Financial Corporation,
after giving careful consideration to the peer group compensation information
described above and the individual performance factors discussed in this
paragraph.
The peer group of bank holding companies used by the Executive
Committee for purposes of making a comparative analysis of executive
compensation for 2001 included all of the same bank holding companies that are
incorporated in the peer group established to compare shareholder returns, as
indicated in the Performance Graph included in this Proxy Statement. The peer
group includes bank holding companies that are comparable to Fulton Financial
Corporation in terms of asset size, although they are not necessarily comparable
in terms of financial performance.
Pursuant to an Incentive Stock Option Plan approved by the Board of
Directors and the shareholders in 1996, Fulton Financial Corporation is
authorized to award incentive stock options and non-qualified stock options to
key employees of Fulton Financial Corporation and its subsidiaries. These stock
options enable the recipients to purchase Fulton Financial Corporation common
stock at the prices designated in the awarded options. The number of options
available for grant in any calendar year is determined based on the performance
of Fulton Financial Corporation measured in terms of total shareholder return
relative to a peer group, determined at the sole discretion of those members of
the Executive Committee who are not eligible to receive
18
options under the Incentive Stock Option Plan for the immediately preceding five
year period. The awards of stock options made to the executive officers of
Fulton Financial Corporation during 2001 were determined by the Board of
Directors based on the recommendations of the Executive Committee. In making
such recommendations, the Executive Committee considered the number of shares to
be optioned and the profitability of Fulton Financial Corporation, as well as
information provided by the Chief Executive Officer concerning each executive
officer's level of individual performance and contribution to the organization.
The Executive Committee did not establish specific target levels for individual
performance or corporate profitability. The Committee believes, however, that
awards of stock options and bonuses are an appropriate means of compensating
executive officers based on the performance of Fulton Financial Corporation.
EXECUTIVE COMMITTEE
-------------------
Samuel H. Jones Jr., Chair Robert D. Garner
Donald M. Bowman, Jr. Carolyn R. Holleran
Rufus A. Fulton, Jr.* Donald W. Lesher, Jr.
Stuart H. Raub, Jr.
* During 2001, Mr. Fulton was Chairman of the Board and Chief Executive Officer
of Fulton Financial Corporation.
Severance Agreements and Survivors' Benefits
--------------------------------------------
Fulton Financial Corporation has entered into severance agreements with
Messrs. Fulton, Smith, Ashby and Nugent (the "Executives"). Under the terms of
those agreements, certain limited severance benefits are payable in the event
that an Executive is discharged or resigns following, and for reasons relating
to, a change in control of Fulton Financial Corporation. Specifically, in the
event of such a discharge or resignation, the Executive would be entitled to
receive from Fulton Financial Corporation an annual benefit consisting of his
then effective base salary, certain fringe benefits in lieu of coverage under
employee benefit plans and a supplemental retirement benefit in lieu of his
continuing participation in the Fulton Financial Corporation Employee Retirement
Plan. Such benefits would be payable, in the case of Mr. Fulton, for a period of
five years and, in the cases of Messrs. Smith, Ashby and Nugent, for a period of
three years, beginning on the date of the Executive's discharge or resignation
and continuing until (i) he elects to terminate benefits in order to accept
employment with another financial services institution; (ii) the end of the year
in which he attains the age of 65; or (iii) he dies, whichever first occurs.
Officers of Fulton Financial Corporation and certain of its bank
subsidiaries as of April 1, 1992, who had been employed by the Corporation for
at least five years as of that date, are eligible to participate in a survivors'
benefit program. This program provides the employee's spouse, in the event of
the employee's death prior to retirement, with an annual income equal to the
lesser of $25,000 or 25 percent of the employee's final annual salary. This
benefit is paid from the date of death until the employee's 65th birthday with a
minimum of ten annual payments. Messrs. Fulton, Smith and Ashby participate in
this program.
19
Meetings and Committees of the Board of Directors
-------------------------------------------------
The Board of Directors of Fulton Financial Corporation has a standing
Audit Committee and a standing Human Resources Committees which, except with
regard to the executive officers of Fulton Financial Corporation, serves as the
compensation committee, but does not have a standing Nominating Committee. The
Board of Directors of Fulton Financial Corporation also has standing Executive
and Trust Committees.
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
The functions of the Executive Committee of the Board of Directors of
Fulton Financial Corporation include, among other things, consideration of
compensation for executive officers of Fulton Financial Corporation and
presentation of salary recommendations to the Board of Directors for approval.
Members of the Executive Committee are Samuel H. Jones, Jr., Chair, Carolyn R.
Holleran, Vice Chair, and Messrs. Bowman, Fulton, Garner, Lesher and Raub. In
2001, Mr. Fulton was Chairman and Chief Executive Officer of Fulton Financial
Corporation. Mr. Fulton does not participate in discussions as to his own
compensation. There are no interlocking relationships, as defined in regulations
of the SEC, involving members of the Executive Committee. The Executive
Committee met four times during 2001.
Other Board Committees
----------------------
Members of the Audit Committee are Patrick J. Freer, Chair, James K.
Sperry, Vice Chair, and Messrs. Argires, Chubb, Clark, Hodges, Raub and Shirk.
All members of the Audit Committee are deemed to be independent under the rules
of the Securities and Exchange Commission which became effective in 2000. The
Audit Committee met eight times during the year. The Audit Committee is governed
by a formal charter, which was adopted in 2000. The functions of the Audit
Committee include the following: performing all duties assigned by the Board of
Directors; reviewing with management and independent public accountants the
basis for the reports issued by Fulton Financial Corporation pursuant to federal
and state regulatory requirements; meeting with the independent public
accountants to review the scope of audit services, significant accounting
changes, audit conclusions regarding significant accounting estimates,
assessments as to the adequacy of internal controls and the resolution of any
reportable conditions or weakness, and compliance with laws and regulations;
overseeing the internal audit function; reviewing regulatory examination reports
and management's responses thereto; and reviewing periodic reports from the loan
review function.
Members of the Human Resources Committee are Mary Ann Russell, Chair,
Donald W. Lesher, Jr., Vice Chair, and Messrs. Albertson, Bowman, Garner, Henry
and Stoudt. Mr. Fulton serves as an ex-officio member of this Committee. The
Committee met eight times during the year to review benefit and salary
administration programs (except for executive officers of Fulton Financial
Corporation) and other human resources matters affecting Fulton Financial
Corporation and its subsidiaries.
Members of the Trust Committee are Clyde W. Horst, Chair, Joseph J.
Mowad, M.D.,Vice Chair, Mrs. Holleran and Messrs. Dally, Fichthorn, Gardner,
Hess, Jones and Stewart. The Trust
20
Committee met eight times during the year. The Trust Committee is responsible
for consulting with management of Fulton Financial Advisors, N.A., a subsidiary
of Fulton Financial Corporation, and overseeing all trust, investment, insurance
and related financial services which Fulton Financial Corporation performs,
directly or indirectly through an affiliate.
There were eight meetings of the Board of Directors of Fulton Financial
Corporation and twenty-eight meetings of committees of the Board of Directors of
Fulton Financial Corporation during 2001. Mr. Stewart missed one of four Board
of Directors meetings and one of three Trust Committee meetings held following
his appointment to the Board of Directors in July 2001.
Compensation of Directors
-------------------------
Each member of the Board of Directors of Fulton Financial Corporation
is paid an annual fee of $7,500 for his or her services as a director, except
that no fee is paid to any director who is also a salaried officer of Fulton
Financial Corporation or one of its subsidiary banks. In addition, directors are
paid a fee of $300 for each Board of Directors meeting attended. Certain
directors have elected to participate in the Fulton Financial Corporation
Deferred Compensation Plan, under which a director may elect not to receive the
normal director's fees when earned, but instead, to receive them, together with
interest, in a lump sum or in installments over a period of up to twenty (20)
years following retirement.
Transactions with Directors and Executive Officers
--------------------------------------------------
Some of the directors and executive officers of Fulton Financial
Corporation and the companies with which they are associated were customers of,
and had banking transactions with Fulton Financial Corporation bank subsidiaries
during 2001. All loans and commitments to lend made to such persons and to the
companies with which they are associated were made in the ordinary course of
bank business, on substantially the same terms (including interest rates,
collateral and repayment terms) as those prevailing at the time for comparable
transactions with other persons, and did not involve more than a normal risk of
collectibility or present other unfavorable features. It is anticipated that
similar transactions will be entered into in the future.
Some of the directors of Fulton Financial Corporation are members of
law firms which provided legal services to Fulton Financial Corporation or its
subsidiaries in 2001 and prior years. The law firm of Albertson Ward, Woodbury,
New Jersey, has provided legal services to The Bank, a subsidiary of Fulton
Financial Corporation, for many years. In 2001, Albertson Ward was paid
$93,945.20 in fees for such services, which constituted more than five percent
(5%) of its gross revenues. Director Jeffrey G. Albertson is a partner in this
firm. The law firm of Barley, Snyder, Senft & Cohen, LLC, Lancaster,
Pennsylvania, provided legal services to Fulton Financial Corporation and its
subsidiaries in 2001. Director John O. Shirk is a partner in this law firm. The
law firm of Henry & Beaver, LLP, Lebanon, Pennsylvania, provided legal services
to Lebanon Valley Farmers Bank in 2001. Director Charles V. Henry, III is a
partner in this law firm. The law firm of Pierce & Dally, LLP, Nazareth,
Pennsylvania, provided legal services to Lafayette Ambassador Bank in 2001. In
2001, Pierce & Dally was paid $43,596.86 in fees for such services, which
constituted more than five percent (5%) of its gross revenues.
21
Director Craig A. Dally is a partner in this law firm. In each case, the law
firm is expected to continue to provide legal services to Fulton Financial
Corporation or its subsidiaries in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
directors and executive officers of Fulton Financial Corporation to file with
the Securities and Exchange Commission initial reports of ownership and reports
of change in ownership of common stock and other equity securities of Fulton
Financial Corporation. To the knowledge of Fulton Financial Corporation, all
Section 16(a) filing requirements applicable to its directors and executive
officers have been complied with, except in the following cases: with respect to
Director Craig A. Dally, the report of a charitable gift of 900 shares of Fulton
Financial Corporation stock on February 28, 2001 was filed on March 19, 2001,
and the report of 85 shares of Fulton Financial Corporation stock received as
custodian for his children as a result of reinvesting cash dividends was not
filed in a timely manner as a result of oversight; in the case of Director
George W. Hodges, the Form 3 filed on behalf of Mr. Hodges when he became a
director of Fulton Financial Corporation on July 17, 2001, did not include 4,479
shares which may be acquired pursuant to the exercise of stock options; and in
the case of Director Gary A. Stewart, the report of a charitable gift of 1,828
shares of Fulton Financial Corporation on December 20, 2001 was filed on January
18, 2002, and the reports of three sales of a total of 20,000 shares of Fulton
Financial Corporation in November and December were not filed in a timely
manner, as a result of oversight. In each case, the failure to file a timely
report was inadvertent and promptly corrected after discovery of the reporting
obligation.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------
For the year ended December 31, 2001, Fulton Financial Corporation
engaged Arthur Andersen LLP, independent certified public accountants, to audit
the Corporation's financial statements. The appointment of Arthur Andersen LLP
for the current year will be reviewed in the second quarter of 2002.
Representatives of Arthur Andersen LLP are expected to be present at the 2002
Annual Meeting with the opportunity to make a statement and to be available to
respond to appropriate questions.
Audit Fees
----------
Arthur Andersen LLP billed Fulton Financial Corporation $246,600 in
2001 for professional services rendered for the audit of the Corporation's
annual financial statements and reviews of the financial statements included in
the Corporation's Forms 10-Q filed with the Securities and Exchange Commission.
Financial Information Systems Design and Implementation Fees
------------------------------------------------------------
Arthur Andersen LLP did not provide any professional services
in 2001 for Fulton Financial Corporation related to design or implementation of
financial information systems.
22
All Other Fees
--------------
Arthur Andersen LLP billed Fulton Financial Corporation a total of
$217,315 in 2001 for all other fees. Included in the all other fees are audit
related fees of $117,800 and other fees of $99,515. Audit related fees include
acquisition, due diligence, accounting consultation, trust and pension audits
and assistance with registration statements and consents. Other fees were
primarily for the preparation and review of federal and state income tax returns
for Fulton Financial Corporation and its subsidiaries.
The Audit Committee of the Board of Directors of Fulton Financial
Corporation has carefully considered whether the provision of the non-audit
services described above which were performed by Arthur Andersen LLP in 2001
would be incompatible with maintaining the independence of Arthur Andersen LLP
in performing its audit services and has determined that, in its judgment, the
independence of the auditor has not been compromised.
ADDITIONAL INFORMATION
----------------------
The Audit Committee has stated that, based on its review and discussion
of the audited 2001 financial statements of Fulton Financial Corporation with
management and the Corporation's auditor, Arthur Andersen LLP, it recommended to
the Board of Directors that the financial statements be included in the Annual
Report on Form 10-K for filing with the Securities and Exchange Commission. A
copy of the report of the Audit Committee of its findings that resulted from its
financial reporting oversight responsibilities is attached as Exhibit A.
*A copy of the Annual Report of Fulton Financial Corporation on Form
10-K as filed with the Securities and Exchange Commission, including financial
statements and financial statement schedules, is available without charge to
shareholders upon written request addressed to Corporate Secretary, Fulton
Financial Corporation, P.O. Box 4887, Lancaster, Pennsylvania 17604.
23
OTHER MATTERS
-------------
The Board of Directors of Fulton Financial Corporation knows of no
matters other than those discussed in this Proxy Statement which will be
presented at the 2002 Annual Meeting. However, if any other matters are properly
brought before the meeting, any proxy given pursuant to this solicitation will
be voted in accordance with the recommendations of the Board of Directors of
Fulton Financial Corporation.
BY ORDER OF THE BOARD OF DIRECTORS
RUFUS A. FULTON, JR.
Chairman of the Board and
Chief Executive Officer
Lancaster, Pennsylvania
March 4, 2002
* BOLD FACE TYPE
24
EXHIBIT A
Report of Audit Committee
February 20, 2002
To the Board of Directors of Fulton Financial Corporation:
We have reviewed and discussed with management the Company's audited financial
statements as of, and for the year ended, December 31, 2001.
We have discussed with representatives of Arthur Andersen, LLP, the Company's
independent auditors, the matters required to be discussed by the Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended, by
the Auditing Standards Board of the American Institute of Certified Public
Accountants.
We have received and reviewed the written disclosures and the letter from the
independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.
Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in the Company's Annual Report on Form 10-K for the year ended December 31,
2001.
Patrick J. Freer, Chair
James K. Sperry, Vice Chair
James P. Argires
Harold D. Chubb
William H. Clark, Jr.
George W. Hodges
Stuart H. Raub, Jr.
John O. Shirk
25
[FRONT SIDE]
P R O X Y FULTON FINANCIAL CORPORATION P R O X Y
LANCASTER, PENNSYLVANIA
The undersigned hereby appoints David S. Etter and Arthur M. Peters, Jr.,
or any one of them, as proxies, with full power of substitution, to represent
and vote, as designated below, all of the Fulton Financial Corporation common
stock: (i) held of record by the undersigned on February 20, 2002, and (ii)
which the undersigned is otherwise entitled to vote at the Annual Meeting of
shareholders to be held on Thursday, April 11, 2002, at 12:00 noon, at the
Hershey Lodge and Convention Center, West Chocolate Avenue and University Drive,
Hershey, Pennsylvania, or any adjournment thereof.
DIRECTORS RECOMMEND A "FOR" VOTE FOR THE FOLLOWING MATTER:
ELECTION OF DIRECTORS (check one block) [_] FOR
FOR A TWO YEAR TERM: George W. Hodges
FOR A THREE YEAR TERM: Patrick J. Freer, Robert D. Garner, J. Robert
Hess, Carolyn R. Holleran, Samuel H. Jones, Jr.,
Donald W. Lesher, Jr., Stuart H. Raub, Jr., Mary
Ann Russell and Gary A. Stewart.
For, except vote withheld from the following nominee(s):
---------------------------------------------------------
[_] WITHHELD as to all nominees
(Continued, and to be signed, on the other side)
[BACK SIDE]
(Continued from the other side)
This proxy is solicited by the Board of Directors and will be voted as
directed. If no directions are given, this proxy will be voted FOR the election
of the nominees listed.
This proxy also confers authority to vote on any other business that may be
properly brought before the meeting or any adjournment thereof. If any other
business is presented at the meeting, the shares represented by this proxy will
be voted in accordance with the recommendation of the Board of Directors of
Fulton Financial Corporation.
Dated: , 2002
----------------------------
--------------------------------------
Signature
--------------------------------------
Signature
Please sign exactly as your name
appears hereon. If stock is held in
joint names, each joint owner should
sign. If signing for a corporation or
partnership or as attorney or
fiduciary, indicate your full title.
If more than one fiduciary has
authority over the stock, all should sign.
Please mark, sign, date and mail
this proxy promptly in the postage
prepaid return envelope provided.
-2-