Fulton Financial (FULT)

Issuance of Rights Certificates.

(a)

Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b), (c) and (d) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, postage prepaid mail, to each such record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein.  In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) hereof, at the time of distribution of the Rights Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

(b)

As soon as practicable after the date of this Agreement, the Company shall file with the Securities and Exchange Commission the full text of this Agreement and a revised summary thereof, which revised summary shall be in substantially the form of Exhibit B hereto (the "Revised Summary of Rights"). The Summary of Rights mailed to each record holder of Common Stock as of the close of business on the Record Date shall be deemed amended and restated from and after the date hereof by the Revised Summary of Rights.  With respect to certificates for the Common Stock outstanding as of the date hereof, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of such Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.

(c)

Rights have been, and shall be, issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, unless the Board of Directors provides to the contrary by resolution adopted at or before the time of the issuance. Certificates representing such shares of subsequently issued Common Stock shall also be deemed to be certificates for Rights.

(d)

Any Outstanding Certificates (and any certificates issued by the Company after the date of this Agreement bearing the same legend as the Outstanding Certificates) shall be deemed to bear, and, except as set forth in the previous clause, any certificates issued by the

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Company after the date of this Agreement, that represent shares of Common Stock in respect of which Rights have been issued shall bear, the following legend:

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Second Amended and Restated Rights Agreement between Fulton Financial Corporation (the "Company") and Fulton Bank (the "Rights Agent") dated as of April 27, 1999 (as such Rights Agreement may be amended from time to time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate.  The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor.  Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void, and the transfer of such Rights may be deemed to be restricted.

With respect to such certificates containing the foregoing legend (or deemed to contain such legend), until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.

Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.