<PAGE>
FULTON FINANCIAL CORPORATION
P. O. BOX 4887
ONE PENN SQUARE
LANCASTER, PENNSYLVANIA 17604
*NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------
*TO BE HELD MAY 1, 1997
-----------------------
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, May 1, 1997, 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. AMENDMENT OF THE ARTICLES OF INCORPORATION. To approve a proposal
adopted by the Board of Directors to amend the Articles of
Incorporation for the purpose of increasing the number of
authorized shares of common stock from 100 million to 200 million
shares.
3. 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 March 13,
1997 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 Your Proxy is revocable and may be withdrawn at any time before it is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
-----------------------------------
*WILLIAM R. COLMERY
Secretary
Enclosures
March 25, 1997
*BOLD FACE TYPE
<PAGE>
PROXY STATEMENT
Dated and to be Mailed March 25, 1997
FULTON FINANCIAL CORPORATION
P. O. BOX 4887
ONE PENN SQUARE
LANCASTER, PENNSYLVANIA 17604
(717) 291-2411
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 1997
TABLE OF CONTENTS
-----------------
PAGE
----
GENERAL
Introduction...................................................................3
- ------------
Date, Time and Place of Meeting................................................3
- -------------------------------
Shareholders Entitled to Vote..................................................3
- -----------------------------
Purpose of Meeting.............................................................3
- ------------------
Solicitation of Proxies........................................................4
- -----------------------
Revocability and Voting of Proxies.............................................4
- ----------------------------------
Voting of Shares and Principal Holders Thereof.................................5
- ----------------------------------------------
Shareholder Proposals..........................................................6
- ---------------------
Recommendations of the Board of Directors......................................6
- -----------------------------------------
INFORMATION CONCERNING ELECTION OF DIRECTORS
General Information............................................................6
- -------------------
Information about Nominees and Continuing Directors............................8
- ---------------------------------------------------
Meetings and Committees of the Board of Directors.............................12
- ------------------------------------------------
Compensation of Directors.....................................................13
- -------------------------
Executive Officers............................................................13
- ------------------
1
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Executive Compensation........................................................15
- ----------------------
Transactions with Directors and Executive Officers............................22
- --------------------------------------------------
Section 16(a) Beneficial Ownership Reporting Compliance.......................22
- -------------------------------------------------------
AMENDMENT OF THE ARTICLES OF INCORPORATION
General Information...........................................................23
- -------------------
Recommendation of the Board of Directors......................................24
- ----------------------------------------
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS..............................24
ADDITIONAL INFORMATION........................................................24
OTHER MATTERS.................................................................25
2
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GENERAL
Introduction
- ------------
Fulton Financial Corporation, a Pennsylvania business corporation and
registered bank holding company, was organized pursuant to a plan of
reorganization adopted by Fulton Bank 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, Farmers Trust Bank, FNB Bank, N.A., Great Valley Savings Bank, Hagerstown
Trust Company, Lafayette Bank, Swineford National Bank, The Bank of Gloucester
County and The Woodstown National Bank & Trust Company. In addition, Fulton
Financial Corporation has four direct, non-banking subsidiaries: Fulton
Financial Realty Company (which owns or leases certain properties on which
facilities of Fulton Bank and Farmers Trust Bank 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 certain
limited partnership interests in low-moderate income and elderly housing
projects and also owns certain non-banking subsidiaries holding interests in
real estate) and FFC Management, Inc. (which holds certain investment
securities).
The meeting to which this Proxy Statement relates will be the fifteenth
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, May 1, 1997, 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 March 13,
1997 shall be entitled to receive notice of, and to vote at the meeting.
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; (ii) to approve a proposal adopted by the Board of Directors to amend
the Articles of Incorporation for the purpose of increasing the number of
authorized shares of common stock from 100 million to 200 million shares; and
(iii) to
3
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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, May 1, 1997, 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 William R. Colmery, 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 and FOR the proposal to amend the
Articles of Incorporation. 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 management of Fulton
Financial Corporation.
Shares held for the account of shareholders who participate in the Dividend
Reinvestment 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
(formerly known as "Fund D") of the Fulton Financial Corporation Employee
Retirement Plan and 401(k) 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 and FOR
the proposal to amend the Articles of Incorporation.
4
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Voting of Shares and Principal Holders Thereof
- ----------------------------------------------
At the close of business on March 13, 1997, 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 ______________ shares of common stock. There is no other class of
stock outstanding. As of the record date, shares of Fulton Financial Corporation
common stock were held by the Trust Departments of the following Fulton
Financial Corporation subsidiaries as sole fiduciary:
<TABLE>
<CAPTION>
<S> <C>
Farmers Trust Bank __________
Fulton Bank __________
FNB Bank, N.A. __________
Hagerstown Trust Company __________
Lafayette Bank __________
The Woodstown National
Bank & Trust Company __________
Total Shares
==========
</TABLE>
The shares held by the Trust Departments of the foregoing banks as sole
fiduciaries represent in the aggregate approximately ___________ percent of the
total shares outstanding and will be voted FOR the election of the ten nominees
identified in this Proxy Statement and FOR the proposal to amend the Articles of
Incorporation.
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 or
casting a vote or abstaining. Likewise, the judge of elections 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) over which 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 candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected to the
Board of Directors. Under the Articles of Incorporation, the affirmative vote
of 66-2/3 percent of the outstanding shares entitled to vote is required in
order to approve the proposal to amend the Articles of Incorporation.
Abstentions and
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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 or approval of the
proposal to amend the Articles of Incorporation. Consequently, abstentions and
broker non-votes will have the same effect as a vote against approval of the
proposal to amend the Articles of Incorporation.
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 1998 Annual Meeting must
be received at the executive offices of Fulton Financial Corporation at One Penn
Square, Lancaster, Pennsylvania not later than November 25, 1997, in order to be
included in the proxy statement and proxy form to be prepared by Fulton
Financial Corporation in connection with the 1998 Annual Meeting.
Recommendations 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 and FOR the
proposal to amend the Articles of Incorporation.
INFORMATION CONCERNING ELECTION OF DIRECTORS
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
6
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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 presently fixed the number of directors at
twenty-five. There are fifteen continuing directors whose terms of office will
expire at either the 1998 Annual Meeting or the 1999 Annual Meeting. The Board
of Directors proposes to nominate the following ten persons for election to the
Board of Directors for the terms specified below:
For a Term of Two Years - Class 1999
------------------------------------
Samuel H. Jones, Jr.
For a Term of Three Years - Class of 2000
-----------------------------------------
Jeffrey G. Albertson Eugene H. Gardner
Thomas D. Caldwell, Jr. Daniel M. Heisey
Harold D. Chubb Clyde W. Horst
William H. Clark, Jr. William E. Rusling
Rufus A. Fulton, Jr.
Each of the above nominees is presently a director of Fulton Financial
Corporation. In addition, each nominee currently serves on one bank subsidiary
board of directors and will continue to serve on such board as follows: Messrs.
Caldwell, Chubb, Fulton, Gardner, Heisey and Horst - Fulton Bank; Mr. Rusling -
Lafayette Bank; Mr. Clark - Swineford National Bank; Mr. Albertson - The Bank of
Gloucester County; and Mr. Jones - The Woodstown National Bank & Trust Company.
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.
7
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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 1997 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, 1997 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 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 1.59%1. 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 1999
-------------
(Two Year Term)
SAMUEL H. JONES, JR., age 63. President, S J Transportation Co.
(trucking company). Director since 1997. Shares of stock
beneficially owned: 570,392/1/. Mr. Jones also serves as a
director of Metatools, Inc., which is subject to the periodic
reporting requirements of Section 15(d) of the Securities Exchange Act
of 1934.
CLASS OF 2000
-------------
(Three Year Term)
JEFFREY G. ALBERTSON, age 56. Attorney, Albertson, Ward & McCaffrey
(law firm). Director since 1996. Shares of stock beneficially owned:
65,934./2/ Mr. Albertson has the right to acquire an additional 12,199
shares pursuant to the exercise of stock options. The law firm of
Albertson, Ward & McCaffrey, Woodbury, New Jersey, has provided legal
services to The Bank of Gloucester County for many years and is
expected to continue to do so in the future.
THOMAS D. CALDWELL, JR., age 68. Attorney, Caldwell & Kearns, P.C.
(law firm). Director since 1982. Shares of stock beneficially owned:
60,508. The law firm of Caldwell & Kearns, P.C., Harrisburg,
Pennsylvania, has provided legal services to Fulton Bank for many
years and is expected to continue to do so in the future.
8
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HAROLD D. CHUBB, age 64. Retired Director of Finance, Brethren in
Christ Denomination in North America. Director since 1975. Shares of
stock beneficially owned: 19,600/3/.
WILLIAM H. CLARK, JR., age 64. Partner, Clark, Lauer & Schaeffer
(certified public accountants). Director since 1987. Shares of stock
beneficially owned: 5,845.
RUFUS A. FULTON, JR., age 56. President and Chief Executive Officer,
Fulton Financial Corporation. Director since 1984. Shares of stock
beneficially owned: 48,816/4/. Mr. Fulton has the right to acquire an
additional 73,167 shares pursuant to the exercise of stock options.
EUGENE H. GARDNER, age 61. President, Gardner Investments (investment
advisor). Director since 1981. Shares of stock beneficially owned:
13,455/5/.
DANIEL M. HEISEY, age 48. Vice President, Fulton Bank. Director
since 1993. Shares of stock beneficially owned: 127,169.
CLYDE W. HORST, age 58. Chairman and Chief Executive Officer, The
Horst Group, Inc. (diversified holding company). Director since 1978.
Shares of stock beneficially owned: 29,442.
WILLIAM E. RUSLING, age 67. Retired President, Hercules Cement
Company (manufacturer of cement). Director since 1990. Shares of
stock beneficially owned: 28,050.
CONTINUING DIRECTORS
--------------------
CLASS OF 1998
-------------
JAMES P. ARGIRES, M.D., age 65. President, Lancaster Neurosurgical
Associates (neurosurgeon). Director since 1974. Shares of stock
beneficially owned: 11,590.
DONALD M. BOWMAN, JR., age 58. Chairman, D.M. Bowman, Inc. (trucking
company). Director since 1994. Shares of stock beneficially owned:
151,408/6/.
FREDERICK B. FICHTHORN, age 63. President, F & M Hat Company
(manufacturer and distributor of felt and straw hats). Director since
1993. Shares of stock beneficially owned: 50,436.
9
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BERNARD J. METZ, SR., age 68. Chairman, Metz Company (distributor of
mechanical air handling systems). Director since 1992. Shares of
stock beneficially owned: 7,882.
DONALD E. RUHL, age 63. President, Jacob H. Ruhl, Inc. (insurance
brokers). Director since 1983. Shares of stock beneficially owned:
23,820.
JOHN O. SHIRK, age 53. Partner, Barley, Snyder, Senft & Cohen, LLP
(law firm). Director since 1983. Shares of stock beneficially owned:
17,634/7/. The law firm of Barley, Snyder, Senft & Cohen, LLP,
Lancaster, Pennsylvania, has provided legal services to Fulton
Financial Corporation and its subsidiaries for many years and is
expected to continue to do so in the future. Mr. Shirk also serves as
a director of Irex Corporation, which is subject to the periodic
reporting requirements of Section 15(d) of the Securities Exchange Act
of 1934.
JAMES K. SPERRY, age 64. Executive Vice President, Fulton Financial
Corporation, and Chairman of the Board and Chief Executive Officer of
Fulton Bank. Director since 1984. Shares of stock beneficially
owned: 41,040/8/. Mr. Sperry has the right to acquire an additional
45,713 shares pursuant to the exercise of stock options.
KENNETH G. STOUDT, age 53. President, The Stoudt Companies (employee
benefit consulting company). Director since 1987. Shares of stock
beneficially owned: 26,138.
CLASS OF 1999
-------------
PATRICK J. FREER, age 47. Vice President, Strickler Insurance Agency,
Inc. (insurance broker). Shares of stock beneficially owned:
22,514/9/.
ROBERT D. GARNER, age 63. Chairman of the Board, Fulton Financial
Corporation. Director since 1981. Shares of stock beneficially
owned: 61,201/10/. Mr. Garner has the right to acquire an additional
36,740 shares pursuant to the exercise of stock options.
J. ROBERT HESS, age 62. President, Lancaster Malleable Castings
Company (manufacturer of malleable iron castings). Director since
1977. Shares of stock beneficially owned: 76,318/11/.
10
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CAROLYN R. HOLLERAN, age 58 Partner, Jerlyn Associates (real estate
investments). Director since 1994. Shares of stock beneficially
owned: 3,255.
ARTHUR M. PETERS, JR., age 68. Attorney. Director since 1990. Shares
of stock beneficially owned: 118,715.
STUART H. RAUB, JR., age 63. President, Industrial Piping Systems,
Inc. (distributor of industrial piping and related items). Director
since 1981. Shares of stock beneficially owned: 15,305.
MARY ANN RUSSELL, age 61. President and Chief Executive Officer,
Maple Farm, Inc. (provider of health care services). Director since
1991. Shares of stock beneficially owned: 8,040.
As of February 1, 1997, Fulton Financial Corporation's directors and
officers, as a group, owned of record and beneficially 1,903,307/12/ shares of
Fulton Financial Corporation common stock, representing 5.29 percent of such
shares then outstanding.
Footnotes
- ---------
1
As of February 1, 1997, Mr. Jones held 2,317 shares of Fulton Financial
Corporation stock. In addition, he held 355,047 shares of common stock of
The Woodstown National Bank & Trust Company, which, based on an exchange
ratio of 1.6 shares of Fulton Financial Corporation common stock for each
such share, were converted into 568,075 shares of Fulton Financial
Corporation common stock on February 28, 1997, the effective date of the
acquisition of The Woodstown National Bank & Trust Company. For purposes
of calculating Mr. Jones' percentage of beneficial ownership of the
outstanding common stock of Fulton Financial Corporation as of February 1,
the shares of common stock issuable in connection with the acquisition of
The Woodstown National Bank & Trust Company were included.
2
Includes 6,323 shares held in the Albertson, Ward & McCaffrey Profit
Sharing Plan. Mr. Albertson disclaims beneficial ownership of any of these
shares beyond his pro rata vested interest as a participant in such Plan.
3
Includes 2,141 shares held as custodian for grandchildren.
4
Includes 11,517 shares held in the Corporation's retirement plan.
5
11
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Includes 7,811 shares held in a trust.
6
Includes 21,000 shares held by Bowman Sales & Equipment, Inc.
7
Includes 1,082 shares held in a trust.
8
Includes 10,590 shares held in the Corporation's retirement plan.
9
Includes 16,127 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.
10
Includes 27,059 shares held in the Corporation's retirement plan.
11
Includes 58,315 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.
12
Includes 277,189 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 officers as a
group. For purposes of calculating the percentage of outstanding shares,
shares of Fulton Financial Corporation common stock issuable in connection
with the acquisition of The Woodstown National Bank & Trust Company as of
February 28, 1997 were also included. See note 1.
Meetings and Committees of the Board of Directors
- -------------------------------------------------
The Board of Directors of Fulton Financial Corporation has a standing Audit
Committee, but does not have a standing Nominating Committee or Compensation
Committee. Fulton Bank has a standing Compensation Committee, which has been
acting on behalf of Fulton Financial Corporation and will continue to do so
until a Fulton Financial Corporation Compensation Committee is appointed. The
Board of Directors of Fulton Financial Corporation also has a standing Executive
Committee.
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 Fulton
Bank and chief executive officers of the other subsidiary banks and presentation
of salary recommendations to the Board of Directors for approval.
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Members of the Executive Committee during 1996 were Kenneth G. Stoudt, Chairman,
Mrs. Russell and Messrs. Caldwell, Fulton, Garner, Hess and Peters. In 1996, Mr.
Fulton was Chief Executive Officer of Fulton Financial Corporation. Mr. Fulton
does not participate in discussions as to his own compensation. The Executive
Committee met three times during 1996.
Members of the Audit Committee during 1996 were William E. Rusling,
Chairman, Mrs. Holleran and Messrs. Albertson, Bowman, Chubb, Clark, Fichthorn,
Freer, Metz and Peters. The Audit Committee met eight times during the year.
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 Compensation Committee of Fulton Bank during 1996 were
Stuart H. Raub, Jr., Chairman, and Messrs. Gardner, Hess, Horst and Ruhl.
Messrs. Fulton and Sperry serve as ex-officio members of this Committee;
however, Mr. Sperry does not participate in discussions as to his own
compensation. The Committee met twelve times during the year to review benefit
and salary administration programs. The Committee also reviews increases in
salaries for officers and staff members of Fulton Financial Corporation, except
for its executive officers, and makes recommendations in this regard to the
Board of Directors.
There were eight meetings of the Board of Directors of Fulton Financial
Corporation and twenty-three meetings of committees of the Boards of Directors
of Fulton Financial Corporation and Fulton Bank during 1996. The following
directors attended fewer than 75 percent of the aggregate number of meetings of
the Board of Directors and of the various committees on which they served:
Donald M. Bowman, Jr. and Thomas D. Caldwell, Jr.
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. 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.
Executive Officers
- ------------------
13
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The following persons are the executive officers of Fulton Financial
Corporation:
<TABLE>
<CAPTION>
Name Age Office Held and Term of Office
---- --- ------------------------------
<S> <C> <C>
Rufus A. Fulton, Jr. 56 President and Chief Executive Officer
of Fulton Financial Corporation since
January 1993; previously President,
Executive Vice President and Vice
President of Fulton Financial
Corporation and Executive Vice
President and Senior Vice President of
Fulton Bank. Member of Senior
Management of Fulton Financial
Corporation.
James K. Sperry 64 Executive Vice President of Fulton
Financial Corporation and Chairman of
the Board and Chief Executive Officer
of Fulton Bank since January 1993;
previously Vice President of Fulton
Financial Corporation and President,
Executive Vice President and Senior
Vice President of Fulton Bank. Member
of Senior Management of Fulton
Financial Corporation and Fulton Bank.
R. Scott Smith, Jr. 49 Executive Vice President of Fulton
Financial Corporation and President
and Chief Operating Officer of Fulton
Bank since January 1993; previously
Senior Executive Vice President,
Executive Vice President, Senior Vice
President and Vice President of Fulton
Bank. Member of Senior Management of
Fulton Financial Corporation and
Fulton Bank.
Charles J. Nugent 48 Executive Vice President and Chief
Financial Officer of Fulton Financial
Corporation since November 1992;
previously Senior Vice President,
Chief Financial Officer and Treasurer
of First Peoples Financial Corporation
(New Jersey). Member of Senior
Management of Fulton Financial
Corporation.
</TABLE>
14
<PAGE>
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
executive officers whose total annual salary and bonus exceeded $100,000 in
1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term
--------------------- ---------
Name and Principal Position Year Salary Bonus Options All Other
- --------------------------- ---- ------ ----- ------- Compensation*
-------------
<S> <C> <C> <C> <C> <C>
Rufus A. Fulton, Jr., 1996 $409,260.80 $15,740.80 11,000 $61,389.12
President and Chief Executive Officer 1995 $361,129.60 $20,834.40 11,000 $54,169.44
1994 $312,963.04 $12,037.04 10,997 $46,944.46
James K. Sperry, 1996 $250,370.44**** $9,629.62 8,800 $37,833.34
Executive Vice President 1995 $236,286.00*** $13,632.00 8,800 $35,729.28
1994 $221,482.00** $8,518.46 8,798 $33,305.62
R. Scott Smith, Jr., 1996 $243,629.89 $9,370.38 8,250 $36,544.48
Executive Vice President 1995 $221,499.20 $12,778.80 8,250 $33,224.88
1994 $192,592.66 $7,407.41 8,248 $28,888.90
Charles J. Nugent, 1996 $182,963.04 $7,037.04 7,425 $27,444.46
Executive Vice President and 1995 $165,630.40 $9,555.60 7,425 $24,844.56
Chief Financial Officer 1994 $141,555.70 $5,444.45 7,423 $21,233.35
</TABLE>
15
<PAGE>
* Amounts accrued under the Fulton Financial Corporation Retirement Plan for
the account of each named executive officer.
** Includes $15,000, the receipt of which has been deferred pursuant to the
Deferred Compensation Plan for Senior Management.
*** Includes $35,000, the receipt of which has been deferred pursuant to the
Deferred Compensation Plan for Senior Management.
**** Includes $50,000, the receipt of which has been deferred pursuant to the
Deferred Compensation Plan for Senior Management.
16
<PAGE>
STOCK OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
Potential Realized Value at
% of Total Assumed Annual Rates of Stock
Options Exercise or Price Appreciation for Option
Options Granted to Base Price Term
Name Granted Employees Per Share Expiration Date 5% 10%
---- ------- --------- ----------- ---------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rufus A. Fulton, Jr.
11,000 9.55% $19.125 June 30, 2006 $132,303.65 $335,283.53
James K. Sperry
8,800 7.64% $19.125 June 30, 2006 $105,842.91 $268,226,82
R. Scott Smith, Jr.
8,250 7.17% $19.125 June 30, 2006 $ 99,227.73 $251,462.60
Charles J. Nugent
7,425 6.45% $19.125 June 30, 2006 $ 89,304.95 $226,316.33
</TABLE>
17
<PAGE>
AGGREGATED STOCK OPTION EXERCISES IN FISCAL YEAR 1996 AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
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*
- ---- ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
Rufus A. Fulton, Jr. 11,058 $ 72,087.86 86,444 $596,732.64
James K. Sperry 15,160 $110,438.95 74,046 $534,442.32
R. Scott Smith, Jr. 3,630 $ 25,518.90 78,056 $621,189.92
Charles J. Nugent 31,314 $138,477.31
</TABLE>
* All options are currently exercisable (or were exercised, in part, subsequent
to the end of Fiscal Year 1996).
18
<PAGE>
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 1996, 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 on September 19,
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 1996, 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 chosen by the Executive Committee
for purposes of making a comparative analysis of executive compensation does not
include all of the same bank holding companies that are incorporated in the old
or new peer groups established to compare shareholder returns, as indicated in
the Performance Graph included in this Proxy Statement. The major differences
among the peer groups is that the peer group chosen for executive compensation
analysis includes bank holding companies with assets between $1.8 and $4.7
billion from a seven-state region of the Eastern United States that are deemed
to be potential competitors with Fulton Financial Corporation in attracting
executive talent, while the old peer group chosen for shareholder return
analysis included only bank holding companies with assets between $1.1 and $6.1
billion that were located in the four-state Middle Atlantic region, which was
the market area for virtually all of Fulton Financial Corporation's business
activities. The new peer group chosen for shareholder return analysis includes
bank holding companies with assets between $2 and $8 billion that are located in
a nine-state (plus the District of Columbia) region of the Eastern United
States. All peer groups include 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. The peer group of
bank holding companies chosen for shareholder
19
<PAGE>
return analysis has changed from that used in last year's proxy statement. The
peer group was changed because acquisitions caused the number of bank holding
companies in the old peer group to be reduced and also because, with the growth
in the asset size of Fulton Financial Corporation, as well as the geographic
expansion of the market areas of bank holding companies, it was determined that
a new peer group of bank holding companies with larger asset sizes in a region,
which includes states where holding companies which conduct business activities
in Fulton Financial Corporation's market area are based, should be designated.
Pursuant to an Incentive Stock Option Plan approved by the Board of
Directors and the shareholders in 1986, 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 depending upon 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
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 1996 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
-------------------
Kenneth G. Stoudt, Chairman J. Robert Hess
Thomas D. Caldwell, Jr. Arthur M. Peters, Jr.
Rufus A. Fulton, Jr.* Mary Ann Russell
Robert D. Garner
* During 1996, Mr. Fulton was Chief Executive Officer of Fulton Financial
Corporation.
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,
1991, 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;
(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 (iv) common stock of Fulton
Financial
20
<PAGE>
Corporation's former peer group of bank holding companies in a four-state Mid-
Atlantic region with total assets at September 30, 1995 of $1.1 to $6.1 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)
<TABLE>
<CAPTION>
Legend Description
- ------ -----------
<S> <C> <C>
FFC FULTON FINANCIAL CORPORATION
NASDAQ NASDAQ Stock Market (US Companies)
New Peer 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 12/31/96
Old Peer Self-Determined Peer Group consisting of all bank holding companies with assets of $1.1
- $6.1 billion at 9/30/95 with corporate headquarters in PA, MD, NJ and DE and not
acquired after that date or under acquisition agreement as of 12/31/96
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 12/31/91.
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
FFC 100.00 128.80 153.16 167.80 203.21 239.45
NASDAQ 100.00 116.38 133.59 130.59 184.67 227.16
New Peer 100.00 133.45 148.86 153.06 202.68 260.49
Old Peer 100.00 130.71 144.85 145.79 186.29 226.93
</TABLE>
Severance Agreements and Survivors' Benefits
--------------------------------------------
Fulton Financial Corporation has entered into severance agreements with
Messrs. Fulton, Sperry, Smith 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 for a period of five years (or, in the
cases of Messrs. Smith and Nugent, three years) beginning on the date of the
Executive's discharge or resignation and continuing until he elects to terminate
benefits in order to accept employment with another financial services
institution, attains the age of 65 or dies, whichever first occurs.
21
<PAGE>
Officers of Fulton Financial Corporation, Fulton Bank, and Farmers Trust
Bank 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, Sperry, and Smith participate in this
program.
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 1996. All loans and commitments to loan 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.
The law firm of Barley, Snyder, Senft & Cohen, LLP, Lancaster,
Pennsylvania, has provided legal services to Fulton Financial Corporation and
its subsidiaries for many years and is expected to continue to do so in the
future. John O. Shirk, a member of the Board of Directors of Fulton Financial
Corporation, is a partner in this law firm.
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 1996, Director Donald M. Bowman,
Jr. filed four late reports with the Securities and Exchange Commission,
disclosing seven transactions which affected his beneficial ownership of Fulton
Financial Corporation common stock. The seven transactions involved the sale of
8,000 shares, in aggregate, of Fulton Financial Corporation stock in 1995 by the
D. M. Bowman, Inc. Profit Sharing Plan, a benefit plan maintained for the
employees of a corporation controlled by Mr. Bowman, and the purchase of 3,400
shares, in aggregate, of Fulton Financial Corporation stock in 1996 by Bowman
Sales & Equipment, Inc., another corporation controlled by Mr. Bowman. Mr.
Bowman was personally unaware that these transactions had occurred until later,
and promptly reported the transactions after he became aware of them.
AMENDMENT OF THE ARTICLES OF INCORPORATION
22
<PAGE>
General Information
- -------------------
The Articles of Incorporation of Fulton Financial Corporation, as presently
in effect, provide that the authorized capital of Fulton Financial Corporation
shall consist exclusively of 100 million shares of common stock, par value $2.50
per share, and 10 million shares of preferred stock without par value. As of
March 13, 1997, there were ____ shares of common stock outstanding, which shares
were held by __ owners of record. In addition, as of that date ____ shares of
common stock were reserved for issuance pursuant to stock option plans,
shares were reserved for issuance pursuant to the Dividend Reinvestment Plan,
shares were reserved for issuance pursuant to the Shareholder Rights Plan
adopted on June 20, 1989. Thus, ____ shares were of common stock are currently
available for future financing, acquisitions and other corporate purposes. (For
each additional share issued, one share must be reserved for issuance pursuant
to the Shareholder Rights Plan; therefore, only ____ shares remain available for
discretionary issuance.) No shares of preferred stock have been issued by
Fulton Financial Corporation.
On January 21, 1997, the Board of Directors adopted a proposal to amend
Article 5 of the Articles of Incorporation of Fulton Financial Corporation for
the purpose of increasing the number of authorized shares of common stock from
100 million shares to 200 million shares. Under the proposed amendment, no
change would be made in the number of authorized shares of preferred stock. The
Board of Directors believes that it is desirable to have additional authorized
shares of common stock available for issuance for the purpose of raising
additional capital and for use in connection with acquisitions, stock dividends,
stock splits, employee benefit plans and for other general corporate purposes.
Having additional authorized shares of common stock available for issuance in
the future would provide Fulton Financial Corporation with greater flexibility
in pursuing such corporate purposes and would allow additional shares to be
issued without the expense and delay of further amendments to the Articles of
Incorporation, which would require shareholder approval at an annual or special
shareholders meeting. The rules of the NASDAQ National Market System, on which
Fulton Financial Corporation common stock trades, may, however, require
shareholder approval before additional shares could be issued under certain
circumstances. Fulton Financial Corporation has no present plan or intention to
issue any additional shares of common stock, except for _____ shares which have
been reserved for issuance in connection with outstanding stock options, and ___
shares which have been reserved for issuance in connection with the Dividend
Reinvestment Plan.
The additional shares of Fulton Financial Corporation common stock for
which authorization is sought would be part of the existing class of common
stock and, if and when issued, would have the same rights and privileges as the
shares of common stock presently outstanding. The holders of Fulton Financial
Corporation common stock do not have preemptive rights in connection with the
issuance of additional shares of common stock.
If approved by the shareholders, the proposed amendment will become
effective upon the filing of Articles of Amendment with the Secretary of State
of the Commonwealth of Pennsylvania. Under the Articles of Incorporation of
Fulton Financial Corporation, the affirmative vote of 66-2/3 percent of the
outstanding shares entitled to vote is required in order to approve the proposed
amendment.
23
<PAGE>
The proposed amendment to increase the number of authorized shares of
common stock is not proposed to discourage a takeover or change in control of
Fulton Financial Corporation. Nevertheless, in certain instances, a proposal to
increase the amount of authorized stock may have an anti-takeover effect. In
the event that a hostile takeover of Fulton Financial Corporation is threatened,
the Board of Directors could issue shares of common stock or preferred stock to
dilute the stock ownership of persons seeking to obtain control of the company.
Recommendation of the Board of Directors
- ----------------------------------------
The Board of Directors believes that its proposal to amend the Articles of
Incorporation for the purpose of increasing the number of authorized shares of
common stock is in the best interests of Fulton Financial Corporation and its
shareholders, and recommends that the proposal be approved by the shareholders.
Accordingly, the following resolutions will be presented to the shareholders at
the 1997 Annual Meeting:
RESOLVED, that the proposal of the Board of Directors to amend
the Articles of Incorporation of Fulton Financial Corporation for the
purpose of increasing the number of authorized shares of common stock
from 100 million shares to 200 million shares be, and is hereby
approved and adopted by the shareholders of the Corporation; and
RESOLVED FURTHER, that the officers and directors of the
Corporation be, and are hereby authorized and empowered on behalf of
the Corporation to execute and file Articles of Amendment and to take
all such other actions as they may determine in their discretion to be
necessary or appropriate in order to effect the foregoing amendment to
the Articles of Incorporation.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
For the year ended December 31, 1996 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 1997.
Representatives of Arthur Andersen LLP are expected to be present at the 1997
Annual Meeting with the opportunity to make a statement and to be available to
respond to appropriate questions.
ADDITIONAL INFORMATION
*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
- ---------------------------------
24
<PAGE>
addressed to William R. Colmery, Secretary, Fulton Financial Corporation, P.0.
- ------------------------------------------------------------------------------
Box 4887, Lancaster, Pennsylvania 17604.
- ----------------------------------------
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 1997 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 management of Fulton Financial
Corporation.
BY ORDER OF THE BOARD OF DIRECTORS
RUFUS A. FULTON, JR.
President and Chief Executive Officer
Lancaster, Pennsylvania
March 25, 1997
* BOLD FACE TYPE
25
<PAGE>
[FRONT SIDE]
P R O X Y FULTON FINANCIAL CORPORATION P R O X Y
LANCASTER, PENNSYLVANIA
The undersigned hereby appoints Herbert H. Jaffae and David C. Etter, or
either 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 March 13, 1997, and (ii) which
the undersigned is otherwise entitled to vote at the Annual Meeting of
shareholders to be held on Thursday, May 1, 1997, at 12:00 noon, at the Hershey
Lodge and Convention Center, West Chocolate Avenue and University Drive,
Hershey, Pennsylvania, or any adjournment thereof.
1. ELECTION OF DIRECTORS (check one block) [_] FOR
FOR A TWO YEAR TERM: Samuel H. Jones, Jr.
FOR A THREE YEAR TERM: Jeffrey G. Albertson, Thomas D. Caldwell, Jr., Harold
D. Chubb, William H. Clark, Jr., Rufus A. Fulton,
Jr., Eugene H. Gardner, Daniel M. Heisey, Clyde W.
Horst, William E. Rusling
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
[_] WITHHELD as to all nominees
2. APPROVAL OF THE AMENDMENT OF THE ARTICLES OF INCORPORATION
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued, and to be signed, on the other side)
<PAGE>
[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, and FOR the proposal to approve the amendment of the
Articles of Incorporation.
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 management of Fulton
Financial Corporation.
Dated: ___________________, 1997
__________________________________
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
Please mark, sign, date and mail attorney or fiduciary, indicate your full
this proxy promptly in the postage title. If more than one fiduciary has
prepaid return envelope provided. authority over the stock, all should sign.
-2-
