As Filed With the Securities and Exchange Commission On December 12, 2003September21, 2004

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

One Penn Square

Lancaster, Pennsylvania 17602

717-291-2411

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Rufus A. Fulton, Jr.

Chairman and Chief Executive Officer

One Penn Square

Lancaster, Pennsylvania 17602

717-291-2411

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Proxy Statement/ Prospectus

RESOURCE BANKSHARES CORPORATIONFIRST WASHINGTON FINANCIALCORP

PROXY STATEMENT

FOR SPECIAL MEETING OF SHAREHOLDERS

November 5, 2004

Nasdaq NationalSmallCap Market Symbol: RBKVFWFC

FULTON FINANCIAL CORPORATION

PROSPECTUS FOR

9,495,9276,656,455 SHARES OF FULTON FINANCIAL COMMON STOCK

Nasdaq National Market Symbol: FULT

This document constitutes a proxy statement of Resource Bankshares CorporationFirst Washington FinancialCorp in connection with the solicitation of proxies by the board of directors of ResourceFirst Washington for use at the special meeting of shareholders to be held at the Sheraton Oceanfront Hotel, 36th Street and Atlantic Avenue, Virginia Beach, VA 23451,[Meeting Place], on,    , Friday, November 5, 2004, at 9:30 a.m.[Meeting Time], local time. At the special meeting, ResourceFirst Washington shareholders will be asked to consider and vote on the following proposals:

1. To approve and adopt the Agreement and Plan of Merger, dated August 25, 2003, as amended,June 14, 2004, between ResourceFirst Washington FinancialCorp and Fulton Financial Corporation which provides, among other things, for the merger of ResourceFirst Washington with and into Fulton and the conversion of each share of common stock of ResourceFirst Washington outstanding immediately prior to the merger into 1.46671.35 shares (subject to adjustment) of Fulton common stock, plus cash in lieu of any fractional share interest;

2. To adjourn the special meeting if necessary to allow ResourceFirst Washington time to solicit more votes in favor of the merger agreement; and

3. To transact such other business as may properly be brought before the special meeting.

This document also constitutes a prospectus of Fulton filed as part of a registration statement filed with the Securities and Exchange Commission relating to up to 9,495,9276,656,455 shares of Fulton common stock being registered for this transaction. On            , the closing price of Fulton’s common stock was $            , making the value of 1.46671.35 shares of Fulton common stock equal to $            on that date. The closing price of Resource’sFirst Washington’s common stock on that date was $            . These prices will fluctuate between now and the closing of the merger, but the exchange ratio in the merger will remain fixed despite these fluctuations. This document does not cover any resale of the Fulton stock being registered for this transaction by any shareholders deemed to be affiliates of Fulton or Resource. ResourceFirst Washington. First Washington and Fulton have not authorized any person to make use of this document in connection with any such resale.

ResourceFirst Washington and Fulton provided all information related to their respective companies.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

These securities are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation or any governmental agency.

All investors should review the Risk Factors beginning on page 56.15.

The date of this document is., 2004. This document was first sent to shareholders on or about. October 5, 2004.

You should rely only on the information contained in this document or to which this document has referred you. ResourceFirst Washington and Fulton have not authorized anyone to provide you with information that is different. You should not assume that the information in this document is accurate as of any date other than the date on the front of the document.

TheThis document incorporatesmay incorporate important business and financial information about Fulton and ResourceFirst Washington that is not included in or delivered with the document. This information is available without charge to security holders upon written or oral request to the following persons at either ResourceFirst Washington or Fulton:

To obtain timely delivery of requested documents, you must request the information no later than. October 29, 2004.

TABLE OF CONTENTS

TABLE OF CONTENTS

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i

EXHIBITS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q1: What do I need to do now?

A: After you have carefully read this document, indicate on your proxy card how you want your shares to be voted, then sign and mail it in the enclosed prepaid return envelope as soon as possible, so that your shares may be represented and voted at the special meeting to be held on. November 5, 2004.

Q2: If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A: Maybe.Your broker will vote your shares only if you provide instructions on how to vote. You should follow the directions provided by your broker. Without instructions, your shares will not be voted on the merger agreement.

Q3: If my shares are held in an IRA, who votes those shares?

A. You vote shares held by you in an IRA as though you held those shares directly.

Q4: Can I change my vote after I have mailed my signed proxy card?

A: Yes. There are three ways for you to revoke your proxy and change your vote. First, you may send a written notice to the person to whom you submitted your proxy stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card with a later date. Third, you may vote in person at the special meeting. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote.

Q5: Should I send in my stock certificates now?

A: No. Shortly after the merger is completed, Fulton will send you written instructions for exchanging your stock certificates. Fulton will request that you return your ResourceFirst Washington stock certificates at that time.

Q6: When do you expect to merge?

A: Fulton and ResourceFirst Washington expect to complete the merger no later than the second quarter of 2004.on or before April 15, 2005. In addition to the approval of ResourceFirst Washington shareholders, Fulton must also obtain regulatory approvals. Fulton and ResourceFirst Washington expect to receive all necessary approvals no later than the second quarter of 2004.April 15, 2005.

Q7: Who should I call with questions or to obtain additional copies of this document?

A: You should call either:

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SUMMARY

This summary highlights selected information from this document. Because this is a summary, it does not contain all of the information that is important to you. To understand the merger fully, you should carefully read this entire document and the attached exhibits. See “Where You Can Find More Information” on page 5653 for reference to additional information available to you regarding Fulton and Resource.First Washington.

Agreement to Merge (See page 20)21)

Fulton and ResourceFirst Washington entered into a merger agreement on August 25, 2003, and the merger agreement was amended on August 28, 2003.June 14, 2004. The merger agreement provides that each share of ResourceFirst Washington common stock outstanding on the effective date of the merger will be exchanged for 1.46671.35 shares (subject to adjustment) of Fulton common stock, and ResourceFirst Washington will merge with Fulton. In addition, the merger agreement permits First Washington to pay its shareholders a cash dividend of $0.11 per share on each of September 30, 2004 and December 31, 2004, provided that the merger has not closed on or before the record date for the dividend on Fulton Stock to be paid on or about October 15, 2004 and January 14, 2005, respectively. In addition, First Washington may pay its shareholders a cash dividend of $0.22 per share on March 31, 2005 and each quarter thereafter provided that the merger has not closed or the merger agreement has not been terminated, on or before the record date for the dividend on Fulton Stock scheduled to be paid on or about April 15, 2005, and thereafter on or before the record date for each subsequent quarterly Fulton dividend. A copy of the merger agreement is attached to this document as Exhibit A and is incorporated herein by reference. On August 4, 2003, Resource declared a 3 for 2 stock split in the form of a 50% stock dividend, payable on September 5, 2003, to shareholders of record on August 15, 2003. All amounts relating to Resource common stock and the exchange ratio in this document have been restated to reflect this stock dividend.

Each ResourceFirst Washington Share Will Be Exchanged For 1.46671.35 Shares Of Fulton Common Stock (See page 33)28)

If the merger is completed, you will receive 1.46671.35 shares of Fulton common stock for each share of ResourceFirst Washington common stock you own.own, subject to adjustment in certain limited circumstances. Fulton will not issue any fractional shares, and therefore, you will receive a cash payment for any fractional shares based on the market price of Fulton common stock during a period leading up to completion of the merger. On                , the closing price of Fulton common stock was $            , making the value of 1.46671.35 shares of Fulton common stock equal to $            on that date. The closing price of First Washington’s common stock on that date was $. Because the market price of Fulton stock fluctuates, you will not know when you vote at the special meeting what the shares will be worth when issued in the merger. The market prices of both Fulton and ResourceFirst Washington common stock will fluctuate prior to the merger, but the exchange ratio in the merger will remain fixed despite these fluctuations. You should obtain current market quotations for Fulton common stock and ResourceFirst Washington common stock.

Comparative Per Share Data

Fulton and ResourceFirst Washington have summarized below the per share information for each company on an historical, pro forma combined and equivalent basis. You should read this information in conjunction with the historical financial statements and the related notes contained in the annual and quarterly reports and other documents Fulton and ResourceFirst Washington have filed with the SEC or attached to this document. See “Where You Can Find More Information” on page 56.53. The Fulton pro forma information gives effect to the merger, assuming that 1.46671.35 shares of Fulton common stock are issued for each outstanding share of ResourceFirst Washington common stock.

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Selected Historical and Pro Forma

Combined Per Share Data (A)

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Selected Historical and Pro Forma

Per Share Equivalent Data (A)

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Selected Financial Data

The following tables show selected historical consolidated summary financial data for both Fulton and Resource.First Washington. This information is derived from the consolidated financial statements of Fulton and ResourceFirst Washington incorporated by reference in this document. See “Where You Can Find More Information” on page 56.51.

Fulton Financial Corporation

Selected Historical Financial Data

(In thousands, except per share data)

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Fulton Financial Corporation

Selected Historical Financial Data

(In thousands, except per share data)

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Resource Bankshares CorporationFirst Washington FinancialCorp

Selected Historical Financial Data

(In thousands, except for per share data)

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Resource Bankshares CorporationFirst Washington FinancialCorp

Selected Historical Financial Data

(In thousands, except per share data)

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No Federal Income Tax On Shares Received In Merger (See page 42)38)

ResourceFirst Washington shareholders generally will not recognize gain or loss for federal income tax purposes foron the shares of Fulton common stock they receive in the merger. Fulton’s attorneys have issued a legal opinion to this effect, which is included as an exhibit to the registration statement filed with the SEC for the shares to be issued in the merger. ResourceFirst Washington shareholders will be taxed on cash received instead of any fractional share. Tax matters are complicated, and tax results may vary among shareholders. Fulton and ResourceFirst Washington urge you to contact your own tax advisor to understand fully how the merger will affect you.

Share Information And Market Prices

Fulton common stock trades on the National Market System of the Nasdaq Stock Market under the symbol “FULT”. ResourceFirst Washington common stock trades on the NationalSmallCap Market System of the Nasdaq Stock Market under the trading symbol “RBKV”“FWFC”. The table below shows the last sale prices of Fulton common stock, ResourceFirst Washington common stock and the equivalent price per share of ResourceFirst Washington common stock based on the exchange ratio on August 22, 2003June 14, 2004 and                    .

On August 22, 2003,June 14, 2004, the last full trading day before public announcement of the merger agreement, the per share closing price for Fulton common stock was $20.47.$19.81. Based on such closing price for such date and the conversion ratio of 1.46671.35 shares of Fulton common stock for each share of ResourceFirst Washington common stock, the pro forma value of the shares of Fulton common stock to be received in exchange for each share of ResourceFirst Washington common stock was $30.02.$26.74.

On August 22, 2003,June 14, 2004, the last full trading day before public announcement of the merger agreement, the per share closing price for ResourceFirst Washington common stock was $25.10.$20.75.

The foregoing historical and pro forma equivalent per share market information is summarized in the following table.

Exchange Ratio Is Fair From A Financial Point Of View According To Resource’sFirst Washington’s Financial Advisors (See page 23)24)

Ryan Beck & Co. and Scott & Stringfellow,Advest, Inc. have eachhas given an opinion to Resource’sFirst Washington’s board of directors that, as of both August 22, 2003June 14, 2004 and                    , the exchange ratio in the merger is fair from a financial point of view to Resource’sFirst Washington’s shareholders. The full text of these opinions areAdvest’s opinion is attached as Exhibit C to this document. Fulton and ResourceFirst Washington encourage you to read these opinionsthe opinion carefully. Pursuant to separatean engagement lettersletter between ResourceFirst Washington and each of the financial advisors,Advest, Inc., in exchange for theirAdvest’s services, each financial advisor hasAdvest received a non-refundable retainer of $100,000$50,000 and will receive a fee of $950,000 that is contingent on and payable at$75,000 upon signing of the merger closing. Resource hasagreement. In addition, Advest received a fee of $100,000 when it delivered its opinion to First Washington and First Washington will pay Advest a transaction fee equal to 0.9% of the consideration provided for in the Merger Agreement upon closing of the transaction, less the $225,000 in payments described above. First Washington will also agreedreimburse Advest for its out-of-pocket expenses, up to indemnify the financial advisors, their subsidiaries, their$5,000 without First Washington’s prior approval.

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affiliates and each of their officers, directors, employees, agents, and security holders, against liabilities, including liabilities under federal securities laws, incurred in connection with their services to Resource, except for liabilities resulting from the gross negligence or willful misconduct of these individuals and entities.

No Dissenters’ Rights Of Appraisal (See page 44)39)

Resource’sFirst Washington’s shareholders are not entitled to exercise dissenters’ rights under the provisions of Section 13.1-73014A:11-1(1)(a)(i)(B) of the Virginia StockNew Jersey Business Corporation Act, as amended.Act.

Your Rights As Shareholders Will Change After The Merger (See page 53)47)

Upon completion of the merger, you will become a shareholder of Fulton. Fulton’s Articles of Incorporation and Bylaws and Pennsylvania law determine the rights of Fulton’s shareholders. The rights of shareholders of Fulton differ in certain respects from the rights of shareholders of Resource.First Washington. The most significant of these differences include:

The Companies (See page 4641 for Fulton, page 5147 for Resource)First Washington)

Fulton Financial Corporation

One Penn Square

Lancaster, Pennsylvania 17602

717-291-2411

Fulton Financial Corporation is a Pennsylvania business corporation and a registered financial holding company that maintains its headquarters in Lancaster, Pennsylvania. As a financial holding company, Fulton engages in general commercial and retail banking and trust business, and also in related financial businesses, through its 2124 directly-held bank and nonbank subsidiaries. Fulton’s bank subsidiaries currently operate 134207 banking offices in Pennsylvania, 16 banking offices in Maryland, 12 banking offices in Delaware, New Jersey and 36 banking offices in New Jersey.Virginia. As of SeptemberJune 30, 2003,2004, Fulton had consolidated total assets of approximately $9.3$10.6 billion.

The principal assets of Fulton are its eleventwelve wholly-owned bank subsidiaries:

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In addition, Fulton has tentwelve wholly-owned nonbank direct subsidiaries:

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Resource Bankshares Corporation

3720 Virginia Beach Boulevard

Virginia Beach, VA 23452

757-463-2265

Resource, a Virginia corporation, is the financial holding company for Resource Bank, a Virginia state chartered bank. At September 30, 2003, Resource had total consolidated assets of approximately $851.4 million, deposits of approximately $637.6 million and shareholders’ equity of approximately $56.9 million. Resource Bank has six branches located in Virginia Beach, Chesapeake, Newport News, Richmond and Herndon, Virginia. Resource Bank is engaged principally in the business of taking deposits and making commercial loans, residential mortgage loans, consumer loans and home equity and property improvement loans. Resource has the following wholly-owned non-bank subsidiaries:

Resource also owns a 9.9% interest in Old Dominion Investors, LP, which owns five moderate income housing developments.First Washington FinancialCorp

U. S. Route 130 and Main Street

Windsor, NJ 08561

(609) 426-1000

ResourceFirst Washington FinancialCorp, a New Jersey corporation, is the bank holding company for First Washington State Bank, a New Jersey state chartered bank. At June 30, 2004, First Washington had total consolidated assets of approximately $474.4 million, deposits of approximately $409.3 million and shareholders’ equity of approximately $33.8 million. First Washington State Bank has 16 branches located in Monmouth, Ocean, and Mercer Counties, New Jersey. First Washington State Bank is engaged principally in the business of taking deposits and making commercial loans, residential mortgage loans, consumer loans and home equity and property improvement loans. First Washington State Bank has the following wholly-owned non-bank subsidiaries:

Resource Bank also owns a 5.5% interest in Bankers Investments, LLC, which sells non-deposit investment products and a 3.31% membership in Bankers Insurance, LLC, which sells insurance products.

Resource Service Corporation owns 49% of Financial Planners Mortgage, LLP and 51% of Homebanc, LLP, each of which is a limited50% partnership that participates in residential one to four family loan production.

ResourceFirst Washington Board Recommends Shareholder Approval (See page 22)23)

The ResourceFirst Washington Board believes that the merger is in the best interests of ResourceFirst Washington and its shareholders and recommends that you vote “FOR” approval of the merger agreement.

Vote Required To Approve Merger Agreement (See page 20)

Approval of the merger agreement requires the affirmative vote of the holders of at least a majority of Resource’sFirst Washington’s outstanding common stock. The directors and executive officers of ResourceFirst Washington and their affiliates together own about% 45.19% of Resource’sFirst Washington’s outstanding common stock as of. December 31, 2003. The directors and executive officers of ResourceFirst Washington have signed voting agreements with Fulton pursuant to which they have agreed to vote their shares in favor of the merger.

Brokers who hold shares of ResourceFirst Washington common stock as nominees will not have authority to vote those shares with respect to the merger unless shareholders provide them with voting instructions.

The merger does not require the approval of Fulton’s shareholders.

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Special Meeting To Be Held(See November 5, 2004 (See page 18)19)

ResourceFirst Washington will hold its special meeting of shareholders on,, Friday, November 5, 2004, at 9:30 a.m.[Meeting Time], local time, at the Sheraton Oceanfront Hotel, 36th Street and Atlantic Avenue, Virginia Beach, Virginia 23451.[Meeting Place].

At the special meeting, you will vote on a proposal to approve the merger agreement under which ResourceFirst Washington would merge with Fulton, to adjourn the special meeting to solicit additional proxies, if necessary, in the event there are not sufficient votes at the time of the special meeting to approve the merger agreement, and any other business that properly arises at the special meeting.

Record Date Set At [record date];September 22, 2004; Voting (See page 19)

You are entitled to vote at the special meeting if you owned shares of ResourceFirst Washington common stock at the close of business on [record date]September 22, 2004,the record date. On [record date],September 22, 2004, there were                    shares of ResourceFirst Washington common stock outstanding. You will have one vote on all matters at the special meeting for each share of ResourceFirst Washington common stock you owned on [record date]September 22, 2004.

Conditions That Must Be Satisfied For The Merger To Occur (See page 34)30)

The following conditions must be met for Fulton and ResourceFirst Washington to complete the merger in addition to other customary conditions:

Regulatory Approvals Required (See page 41)37)

Fulton and ResourceFirst Washington cannot complete the merger unless Fulton obtains the approvals of the Federal Reserve Board and the Virginia BureauNew Jersey Department of Financial Institutions.Banking. Fulton has filed the required applications and notices seeking approval of the merger. Although Fulton and ResourceFirst Washington believe regulatory approvals will be received in a timely manner, Fulton and ResourceFirst Washington cannot be certain when or if they will be obtained.

Termination And Amendment Of The Merger Agreement (See page 40)35)

ResourceFirst Washington and Fulton can mutually agree at any time to terminate the merger agreement without completing the merger. Either party can also terminate the merger agreement in the following circumstances:

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In addition, Fulton may terminate the merger agreement if Resource’sFirst Washington’s board of directors exercises its fiduciary duty with respect to a proposed acquisition of ResourceFirst Washington by someone other than Fulton. First Washington can also terminate the merger agreement if the closing market price for Fulton Common Stock, determined by averaging the price of Fulton’s stock over a ten day period occurring just before the merger, is less than both:

Fulton and ResourceFirst Washington can agree to amend the merger agreement in any way, except that after the shareholders’ special meeting they cannot decrease the consideration you will receive in the merger. Either party can waive any of the requirements of the other party in the merger agreement, except that neither party can waive any required regulatory approval.

Fulton To Continue As Surviving Corporation (See page 32)28)

Fulton will continue as the surviving corporation after the merger. The boards of directors and executive officers of Fulton and its subsidiaries will not change as a result of the merger, except that:

Warrant Agreement Makes Third Party Offers For ResourceFirst Washington More Expensive (See page 38)33)

In connection with the merger agreement, ResourceFirst Washington granted Fulton a warrant to purchase up to 1,485,000850,000 shares of ResourceFirst Washington common stock at an exercise price of $25.106$21.00 per share. The warrant acts to discourage other companies from acquiring ResourceFirst Washington by making third party offers for ResourceFirst Washington more expensive. It also provides compensation to Fulton in the event that the merger fails to close because another party gains control of Resource.First Washington. Generally, Fulton may exercise this warrant only if another party seeks to gain control of Resource.First Washington. Fulton and ResourceFirst Washington do not believe that any of the events which would permit Fulton to exercise the warrant have occurred as of the date of this document.

The warrant agreement and warrant are attached to this document as Exhibit B.

Risk Factors (See page 15)

Financial Interests of Management In The Merger (See page 44)39)

When considering the recommendation of Resource’sFirst Washington’s board of directors, you should be aware that some directors and executive officers have interests in the merger which may conflict with their interests as shareholders. These interests include:

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Accounting Treatment (see page 38)

Fulton will account for the merger under the purchase method of accounting for business combinations.

Forward-Looking Information

This document contains and incorporates some “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding intent, belief or current expectations about matters including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words. Forward-looking statements are also statements that are not statements of historical fact. Forward-looking statements are subject to risks, uncertainties and assumptions. These include, by their nature:

If one or more of these risks or uncertainties occurs or if the underlying assumptions prove incorrect, actual results, performance or achievements in 20032004 and beyond could differ materially from those expressed in, or implied by, the forward-looking statements.

RISK FACTORS

An investment in Fulton common stock in connection with the merger involves the risks described below. In addition to the other information contained in this document, you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement.

RISK FACTORS RELATED TO THE MERGER

Fluctuations in the Market Price of Fulton Common Stock May Cause the Value of the Merger Consideration to Decrease, and Resource’sFirst Washington’s Board of Directors Does Not Have the AbilityMay be Able to Abandon the Merger as a Result of Such a Decrease.

Upon completion of the merger, your shares of ResourceFirst Washington common stock will be converted into shares of Fulton common stock. While the merger consideration has been structured to provide that ResourceFirst Washington shareholders will receive 1.46671.35 shares of Fulton common stock for each of their shares of ResourceFirst Washington common stock, the value of 1.46671.35 shares of Fulton common stock at the time of the merger is uncertain. Stock price changes may result from a

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variety of factors that are beyond the control of Fulton, including, among other things, changes in Fulton’s business, operations and prospects, regulatory considerations and general market and economic conditions.

The aggregate market value of the Fulton common stock that you will receive in the merger is not fixed, and Resource will not haveFirst Washington has the right to terminate the merger agreement and abandon the merger before the closing dueif Fulton’s common stock, averaged over a 10 day period occurring just before the merger, is less than $18.00 and has decreased by 20% more than the Nasdaq bank stock index when compared, in each instance, to a decrease in the market value of Fulton’s common stock.the index and Fulton Stock on June 14, 2004. The satisfaction of the termination condition creates a right, but not an obligation, to terminate. The opportunity to evaluate such termination provisions will take place only at the end of the transaction in accordance with its terms. In the event the termination provision conditions set forth above allow First Washington to terminate the Merger Agreement, Fulton shall have the right to amend the Merger Agreement and increase the exchange ratio in lieu of terminating the Merger Agreement.

The price of Fulton common stock may vary from its price on the date of this document, the date of the ResourceFirst Washington special meeting and the date of closing. Because the date the merger is completed will be later than the date of the special meeting, the price of the Fulton common stock on the date of the special meeting may be different than the price on the date the merger is completed.

You Will Have Less Influence as a Shareholder of Fulton Than as a Shareholder of Resource.First Washington.

As a ResourceFirst Washington shareholder, you currently have the right to vote in the election of the board of directors of ResourceFirst Washington and on other matters affecting Resource.First Washington. The merger will transfer control of Resource to Fulton andFirst Washington to the shareholders of Fulton. WhenAlthough when the merger occurs you will become a shareholder of Fulton, with ayour percentage ownership of Fulton that iswill be significantly smaller than your percentage ownership of Resource.First Washington. Because of this, you will have less influence on the management and policies of Fulton than you now have on the management and policies of Resource.First Washington.

Future Results for Fulton Could Differ Materially from its Historical Results or Forward-Looking Statements in its Filings with the SEC.

Fulton has made, and may continue to make, certain forward-looking statements in its filings with the SEC with respect to its acquisition and growth strategies, net interest income and margin, the ability to realize gains on equity investments, allowance and provision for loan losses, expected levels of certain non-interest expenses and the liquidity position of Fulton. Fulton cautions that these forward-looking statements are subject to various assumptions, risks and uncertainties. Because of the possibility of changes in these assumptions, risks and uncertainties, actual results could differ materially from forward-looking statements. Fulton’s forward-looking statements are relevant only as of the date on which such statements are made. By making any forward-looking statements, Fulton assumes no duty to update them to reflect new, changing or unanticipated events or circumstances.

Fulton’s filings with the Securities and Exchange Commission include descriptions of a number of factors affecting its performance which shareholders of ResourceFirst Washington should consider. ResourceFirst Washington shareholders should review these filings with these factors in mind. Fulton believes the most material of these factors can be summarized as follows:

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The competition in the industry has also increased as a result of the passage of various legislation. Under such legislation, banks, insurance companies or securities firms may affiliate under a financial holding company structure, allowing expansion into non-banking financial services activities that were previously restricted. These include a full range of banking, securities and insurance activities, including securities and insurance underwriting, issuing and selling annuities and merchant banking activities. While Fulton does not currently engage in all of these activities, the ability to do so without separate approval from the Federal Reserve Board enhances the ability of Fulton — and financial holding companies in general — to compete more effectively in all areas of financial services.

As a result of this legislation, there is more competition for customers who were traditionally served by the banking industry. While the legislation increased competition, it also provided opportunities for Fulton to expand its financial services offerings. Fulton also competes through the variety of products that it offers and the quality of service that it provides to its customers. However, there is no guarantee that these efforts will insulate Fulton from competitive pressure which could impact its pricing decisions for loans, deposits and other services and ultimately impact financial results.

THE SPECIAL MEETING

The board of directors of ResourceFirst Washington is providing this document to holders of ResourceFirst Washington common stock to solicit your proxy for use at the special meeting of ResourceFirst Washington shareholders and any adjournments or postponements of the special meeting.

Time, Date and Place

The special meeting of Resource’sFirst Washington’s shareholders will be held at 9:30 a.m.[Meeting Time], local time, on,, Friday, November 5, 2004, at the Sheraton Oceanfront Hotel, located at 36th Street and Atlantic Avenue, Virginia Beach, Virginia 23451.[Meeting Place].

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Matters to be Considered

The purposes of the special meeting are to consider, approve and adopt the merger agreement, if necessary, to approve a proposal to adjourn the special meeting, if necessary, because more time is needed to solicit proxies, and to transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting. At this time, Resource’sFirst Washington’s board of directors is unaware of any other matters that may be presented for action at the special meeting.

A vote for approval of the merger agreement is a vote for approval of the merger of ResourceFirst Washington into Fulton and for the exchange of ResourceFirst Washington common stock for Fulton common stock. If the merger is completed, ResourceFirst Washington common stock will be cancelled and you will receive 1.46671.35 shares (subject to adjustment for stock splits, stock dividends and similar matters) of Fulton common stock in exchange for each share of ResourceFirst Washington common stock that you hold. Fulton will pay cash in lieu of issuing any fractional share interests to you.

Shares Outstanding and Entitled to Vote; Record Date

The close of business on [record date]September 22, 2004 has been fixed by Resource’sFirst Washington’s board of directors as the record date for the determination of holders of ResourceFirst Washington common stock entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. At the close of business on the record date,                shares of ResourceFirst Washington common stock were outstanding and entitled to vote. Each share of ResourceFirst Washington common stock entitles the holder to one vote at the special meeting on all matters properly presented at the special meeting.

How to Vote Your Shares

Shareholders of record may vote by mail or by attending the special meeting and voting in person. If you choose to vote by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the special meeting, you must bring a letter from the broker, bank or other nominee confirming that you are the beneficial owner of the shares.

Any shareholder executing a proxy may revoke it at any time before it is voted by:

Attendance at the special meeting will not, in and of itself, constitute revocation of a proxy.

Each proxy returned to ResourceFirst Washington (and not revoked) by the holder of ResourceFirst Washington common stock will be voted in accordance with the instructions indicated thereon. If no instructions are indicated, the proxy will be votedFOR approval and adoption of the merger agreement,FOR adjournment of the special meeting if necessary to allow ResourceFirst Washington time to solicit more votes in favor of the merger agreement and, as to any other proposal properly brought before the special meeting, in their discretion.

At this time, Resource’sFirst Washington’s board of directors is unaware of any matters, other than set forth above, that may be presented for action at the special meeting or any adjournment or postponement of the special meeting. If other matters are properly presented, however, the persons named as proxies will vote in accordance with their judgment with respect to such matters. The persons named as proxies by a shareholder may propose and vote for one or more adjournments or

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postponements of the special meeting to permit additional solicitation of proxies in favor of approval and adoption of the merger agreement.

Vote Required

A quorum, consisting of the holders of a majority of the issued and outstanding shares of ResourceFirst Washington common stock, must be present in person or by proxy before any action may be taken at the special meeting. Abstentions will be treated as shares that are present for purposes of determining the presence of a quorum but will not be counted in the voting on a proposal. On all matters to come before the special meeting, each share of common stock is entitled to one vote.

Under Resource’s ArticlesFirst Washington’s Certificate of Incorporation, the affirmative vote of a majority of the outstanding shares of ResourceFirst Washington common stock, in person or by proxy, is necessary to approve and adopt the merger agreement on behalf of Resource.First Washington.

ResourceFirst Washington intends to count shares of ResourceFirst Washington common stock present in person at the special meeting but not voting, and shares of ResourceFirst Washington common stock for which it has received proxies but with respect to which holders of such shares have abstained on any matter, as “present” at the special meeting for purposes of determining whether a quorum exists. Because approval and adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of ResourceFirst Washington common stock, such nonvoting shares and abstentions will not be counted in determining whether or not the required number of shares have been voted to approve and adopt the merger agreement. Therefore, they will effectively act as a vote against the merger. In addition, under applicable rules, brokers who hold shares of ResourceFirst Washington common stock in street name for customers who are the beneficial owners of such shares are prohibited from giving a proxy to vote shares held for such customers in favor of the approval of the merger agreement without specific instructions to that effect from such customers. Accordingly, shares held by customers who fail to provide instructions with respect to their shares of ResourceFirst Washington common stock to their broker will not be voted for or against the merger. However, failing to vote effectively acts as a vote against the merger agreement. Such “broker non-votes,” if any, will be counted as present for determining the presence or absence of a quorum for the transaction of business at the special meeting or any adjournment or postponement thereof.

The directors and executive officers of ResourceFirst Washington collectively owned approximately        % of the outstanding shares of ResourceFirst Washington common stock as of the record date for the special meeting (inclusive of stock options exercisable within 60 days). Resource’smeeting. First Washington’s directors and executive officers have entered into voting agreements with Fulton pursuant to which they have agreed to vote all of their shares in favor of the merger agreement.

Solicitation of Proxies

ResourceFirst Washington will pay for the costs of mailing this document to its shareholders, as well as all other costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of its board of directors with the exception of printing and mailing this document, the cost of which will be paid by Fulton. In addition to solicitation by mail,Additionally, the directors, officers and employees of ResourceFirst Washington and its subsidiaries may solicit proxies from shareholders of ResourceFirst Washington in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement by ResourceFirst Washington for their actual expenses.

Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of ResourceFirst Washington common stock held of record by such persons, and ResourceFirst Washington will reimburse such firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in connection therewith.You should not send in your stock certificates with your proxy card. As described below under the caption “The Merger – Exchange of ResourceFirst Washington Stock Certificates” on page 33,30, you will receive materials for exchanging shares of ResourceFirst Washington common stock shortly after the merger.

THE MERGER

The following information is intended to summarize the material aspects of the merger agreement. This description is only a summary. We have attached the full merger agreement and the warrant agreement to this

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document as Exhibits A and B, and we incorporate each in this document by reference. We urge you to read the merger agreement carefully.

The merger agreement provides that:

The board of directors of ResourceFirst Washington has unanimously approved and adopted the merger agreement and believes the merger is in your best interests. Resource’sFirst Washington’s board of directors recommends that you voteFOR the merger agreement.

Background of Merger

First Washington has, from time to time, received unsolicited indications of interest regarding potential business combination transactions. Although First Washington has generally evaluated the indications of interest it has received, its Board of Directors in the past has concluded that it was in the best interest of First Washington’s shareholders that First Washington continue to implement its strategic plan and remain as a stand alone institution.

However, in late 2003 and early 2004, management and the First Washington Board of Directors began to evaluate the community-banking environment in light of anticipated increases in interest rates, enhanced competition and economic circumstances, as well as First Washington’s place within its banking market. As a result of this analysis, at a meeting on February 18, 2004, the First Washington Board of Directors voted to retain Advest, Inc. as financial advisor to solicit indications of interest from potential acquirers, to analyze the indications of interest and to advise the First Washington Board of Directors on the value of the indications of interest for First Washington versus the value First Washington could expect to realize as an independent institution.

In early July 2003, Resource engaged Ryan Beck & Co.February and Scott & Stringfellow, Inc. on an informal basisMarch of 2004, First Washington management worked with representatives of Advest to survey the market with respect to specific opportunities available to Resource as either an acquiror or acquiree. Based on those discussions, the financial advisors kept Resource apprised of potential acquisition opportunities for Resource, and preparedcreate an information memorandum relatingpackage to Resource which wasbe used by Advest in soliciting indications of interest and management reviewed with Advest lists of potentially interested bidders. Information packages were distributed to several potential acquirors, includingpossible interested parties in late March 2004.

At a meeting on April 20, 2004, representatives of Advest met with the First Washington Board of Directors to review the three indications of interest they had received, from Fulton and two other depository institution holding companies. Representatives of Advest reviewed with the First Washington Board of Directors their analysis of the three indications of interest and, on the basis of the indications of interest, the First Washington Board of Directors elected to allow each of the three interested parties to conduct a diligence review of First Washington in order to finalize their indications of interest in First Washington.

During the last week of April and the first week of May, 2004, each of the interested parties was permitted to undertake a diligence review of First Washington. On the basis of the diligence review, each of the three interested parties submitted revised indications of interest.

At a Board Meeting of May 24, 2004, representatives of Advest presented the updated and enhanced indications of interest to the First Washington Board of Directors and analyzed each of the proposals. Representatives of Advest also analyzed the values represented by each of the indications of interest against their valuation of First Washington on a stand alone basis. In light of this analysis, the First Washington Board of Directors determined that the Fulton proposal represented the best transaction for First Washington’s shareholders and authorized and directed Advest and First Washington’s counsel, Windels Marx Lane & Mittendorf, to seek to negotiate the terms of a final agreement with Fulton.

Based on a favorable initial response received byOver the financial advisors from Fulton, a meeting betweennext two weeks, representatives of ResourceAdvest and Fulton was held on August 7, 2003, in Virginia Beach, Virginia. Rufus Fulton and Scott Smith, CEOWindels Marx Lane & Mittendorf, with input from First Washington’s Chairman and President, of Fulton, respectively, and Lawrence Smith and Ted Grell, CEO and President of Resource, respectively, attended the meeting. Jacob Savage of Scott & Stringfellow also attended the meeting. During the meeting, the parties discussed the potential merger, including pricing, in general terms.

From August 8, 2003 through August 12, 2003, there were several telephone discussions between Resource and the financial advisors and, in turn, between the financial advisors and representatives of Fulton relating to a potential offer by Fulton to purchase Resource.

On August 12, 2003, Fulton delivered to the financial advisors a formal non-binding offer to acquire Resource in a stock merger with anegotiated final proposed exchange ratio of 1.42 shares of Fulton common stock for each outstanding share of Resource common stock.

On August 13, 2003, a meeting of Resource’s board of directors was held during which Resource’s management advised the board of Fulton’s offer. During the meeting, representativesterms of the financial advisors provided a detailed analysis of Fulton’s offer and provided the board with background information concerning Fulton. A representative of Kaufman & Canoles, P.C., Resource’s outside legal counsel, was also present at the meeting and answered the board’s legal questions concerning the Fulton offer. After a lengthy discussion, the board authorized Resource’s management, the financial advisors and Kaufman & Canoles to continue the negotiations and to counteroffer with an exchange ratio of 1.4667. Immediately after the discussion with Resource’s board of directors, the financial advisors contacted Fulton with Resource’s counteroffer, and Fulton accepted the revised terms and agreed to move forward with its due diligence of Resource.

From August 14, 2003 though August 18, 2003, there were a series of due diligence conference calls and telephone discussions among the parties, including Kaufman & Canoles and the financial advisors, concerning due diligence and the potential merger.

On August 19, 2003 and August 20, 2003, representatives of Resource, the financial advisors, and Kaufman & Canoles traveled to Lancaster, Pennsylvania to conduct due diligence regarding Fulton’s operations and to discuss the draft merger agreement which had been proposed by Fulton on August 15, 2003. During this visit, on August 20, 2003, a mutual confidentiality agreement was entered into by Resource and Fulton.

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On August 21, 2003 and August 22, 2003, representatives of Fulton traveled to Virginia Beach, Virginia to conduct due diligence with regard to Resource.

On August 15, 2003, the initial draft of the proposed merger agreement was provided to Resource by Fulton and Barley Snyder, Senft, and Cohen, LLC, outside counsel to Fulton. From August 17, 2003 through August 25, 2003, Kaufman & Canoles, in consultation with Resource and the financial advisors, negotiated the terms and conditions of the merger agreementbusiness combination with Fulton and its outside counsel.legal counsel, Barley, Snyder, Senft & Cohen, LLC.

At a meeting of the First Washington Board of Directors on June 9, 2004, counsel for First Washington reviewed with the Board of Directors the current status of negotiations with Fulton and the proposed terms which had been agreed to by the parties, including an exchange ratio of 1.35 Fulton shares for each First Washington share and the ability of First Washington to commence paying a cash dividend of $0.11 per share in each of the third and fourth quarters of 2004. Counsel to First Washington reviewed with the Board of Directors the issues which were still open in the negotiations and the First Washington Board of Directors provided direction with regard to settling those issues.

On August 22, 2003, Resource’s boardJune 13, 2004, the First Washington Board of directorsDirectors held a special meeting to discussreview the merger agreement, with representatives of the financial advisors and Kaufman & Canoles attending the meeting. A representative of Kaufman & Canoles presented in detail each section of theproposed definitive merger agreement and related documents, pointed out provisions that were still under final negotiation and answered questions raised by membersdocuments. Counsel to First Washington reviewed the material terms of Resource’s board.all of the agreements. Representatives of eachAdvest reviewed with the First Washington Board of Directors their financial analysis of the financial advisors presentedterms of the transaction and rendered their financial analyses and each delivered theiroral opinion that the exchange ratio agreed to by Resource and Fulton wasterms of the transaction were fair to Resourcethe shareholders of First Washington from a financial standpoint. The First Washington Board of Directors, in discussing the proposed terms of the merger, identified several issues that they believed needed clarification before the agreements could be finalized. The First Washington Board of Directors authorized and directed representatives of Advest and Windels Marx to clarify these issues with Fulton’s representatives, and scheduled a final board meeting to consider and vote upon the Agreement and Plan of Merger for four o’clock the next day, June 14, 2004.

Over the course of June 14, 2004, representatives of Advest, First Washington’s counsel, First Washington’s Chairman and First Washington’s Chief Executive Officer and President negotiated with representatives of Fulton and its outside counsel in order to finalize the Agreement and Plan of Merger and associated documents. At four o’clock on June 14, 2004, the First Washington Board of Directors convened a special meeting. Counsel to First Washington reviewed with the First Washington Board of Directors the resolution of the issues the Board of Directors had identified in its meeting on the prior day. Representatives of Advest reconfirmed to the First Washington Board of Directors their oral opinion that the terms of the Agreement and Plan

of Merger were fair to the shareholders of First Washington from a financial point of view. RepresentativesThe First Washington Board of the financial advisorsDirectors then provided their general analysis of the transaction and answered questions raised by members of Resource’s board of directors regarding the presentation. At the conclusion of the presentations, Resource’s board of directors approved the transaction with Fulton,Agreement and approvedPlan of Merger and associated documents, and directed the formChairman and the President and Chief Executive Officer of merger agreement that had been presentedFirst Washington to execute the board.

From August 23 through August 25, 2003 there was continued due diligence, negotiation and executiondefinitive agreements on behalf of various employment agreements and other documents related to the merger agreement, and finalization of the merger agreement. On August 25, 2003, the parties executed the merger agreement and various collateral agreements, including an agreement signed by each member of Resource’s board of directors and each of Resource’s executive officers agreeing not to transfer his or her shares of Resource common stock and agreeing to vote such shares in favor of the merger.First Washington.

On August 25, 2003, ResourceJune 14, 2004, First Washington and Fulton each issued a press release announcing the potential merger and the execution by the parties of the merger agreement.

Recommendation of the ResourceFirst Washington Board of Directors and Reasons for the Merger

After careful consideration, Resource’sFirst Washington’s board of directors determined that the merger is fair to, and in the best interests of, ResourceFirst Washington and its shareholders. Accordingly, the ResourceFirst Washington board of directors unanimously approved the merger agreement and unanimously recommends that ResourceFirst Washington shareholders voteFOR approval and adoption of the merger agreement.

In approving the merger agreement, the ResourceFirst Washington board consulted with Ryan Beck & Co. and Scott and Stringfellow,Advest, Inc., Resource’sFirst Washington’s financial advisors, with respect to the financial aspects and fairness of the exchange ratio from a financial point of view, and with its legal counsel as to its legal duties and the terms of the merger agreement. In arriving at its determination, the ResourceFirst Washington board also considered all material factors, including the following:

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All business combinations, including the merger, also include certain risks involved in achieving those prospects and objectives,disadvantages. The material potential risks and disadvantages to First Washington’s shareholders identified by First Washington’s board and management include the current and expected conditions infollowing material matters, the financial services industry inorder of which Fulton’s businesses operate.does not necessarily reflect their relative significance:

The discussion and factors considered by Resource’s boardFirst Washington’s Board of directorsDirectors are not intended to be exhaustive, but include all material factors considered. In approving the merger agreement, Resource’sFirst Washington’s board did not assign any specific or relative weights to any of the foregoing factors, and individual directors may have weighted factors differently. AllIn addition, there can be no assurances that the benefits of the material factors concerningmerger perceived by the proposed merger thatFirst Washington Board of Directors and described above will be realized or will outweigh the Resource board considered supported the board’s decision to recommend the transaction to its shareholders. Resource’s board of directors is not aware of any factor that failed to support its determination.risks and uncertainties.

Opinions of Resource’sFirst Washington’s Financial Advisors

Ryan Beck & Co. and Scott & Stringfellow,By letter agreement dated as of February 20, 2004, First Washington retained Advest, Inc., Resource’s as an independent financial advisors, began workingadvisor in connection with Resource in July 2003, and on August 25, 2003, Resource formally retainedevaluating strategic alternatives, including possible business combination transactions. Advest is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the financial advisors to act as Resource’s financial advisors with respect to an evaluationordinary course of alternative courses of action to maximize long-term shareholder value including a potential sale of the company. The financial advisors, as a customary part of their businesses, are continuallyits investment banking business, Advest is regularly engaged in the valuation of banks, bank holding companies, savingsfinancial institutions and loan associations, savings banks and savings and loan holding companiestheir securities in connection with mergers and acquisitions and other securities-relatedcorporate transactions. The financial advisors have knowledge of, and experience with, the banking market in which Resource operates and banking organizations within this market, and were selected by Resource because of their knowledge of, experience with, and reputation in the financial services industry.

On August 22, 2003, the Resource board held a meetingAdvest acted as financial advisor to evaluateFirst Washington in connection with the proposed merger with Fulton. In their capacity as Resource’s financial advisors,Fulton and participated in certain of the financial advisorsnegotiations leading to the Agreement. At the request of First Washington’s Board, representatives of Advest participated in the negotiations with respect toJune 14, 2004 meeting at which the pricingBoard considered and other terms and conditions ofapproved the merger but the decisionagreement. At that meeting, Advest delivered to First Washington’s Board its oral opinion, subsequently confirmed in writing, that, as to whether to accept the Fulton proposal and the pricing of such date, the merger was made by the board of directors of Resource. At this meeting, the financial advisors rendered oral opinions to Resource’s board and reconfirmed the opinions in writing as of August 25, 2003, that based on and subject to the assumptions, factors, and limitations as set forth in the attached opinions and as described below,

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the consideration offered to Resource shareholders iswas fair, from a financial point of view. No limitations were imposed byview, to First Washington’s shareholders. Advest has also delivered to First Washington’s Board a written opinion dated the Resource boarddate of directors upon the financial advisors with respectthis proxy statement which is substantially identical to the investigations made or procedures followed by them in arriving at their opinions.June 14, 2004 opinion. THE FULL TEXT OF ADVEST’S OPINION, AS UPDATED TO THE DATE OF THE PROXY STATEMENT, IS ATTACHED AS EXHIBIT C TO THIS PROXY STATEMENT. THE OPINION OUTLINES THE PROCEDURES FOLLOWED, ASSUMPTIONS MADE, MATTERS CONSIDERED AND QUALIFICATIONS AND LIMITATIONS ON THE REVIEW UNDERTAKEN BY ADVEST IN RENDERING THE OPINION. THE DESCRIPTION OF THE OPINION SET FORTH BELOW IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE OPINION. FIRST WASHINGTON SHAREHOLDERS ARE URGED TO READ THE OPINION CAREFULLY AND IN ITS ENTIRETY IN CONNECTION WITH THEIR CONSIDERATION OF THE PROPOSED MERGER. ADVEST’S OPINION WAS DIRECTED TO FIRST WASHINGTON’S BOARD AND WAS PROVIDED TO THE BOARD FOR ITS INFORMATION IN CONSIDERING THE MERGER. THE OPINION IS DIRECTED ONLY TO THE FAIRNESS OF THE MERGER CONSIDERATION TO FIRST WASHINGTON SHAREHOLDERS FROM A FINANCIAL POINT OF VIEW. IT DOES NOT ADDRESS THE UNDERLYING BUSINESS DECISION OF FIRST WASHINGTON TO ENGAGE IN THE MERGER OR ANY OTHER ASPECT OF THE MERGER AND IS NOT A RECOMMENDATION TO ANY FIRST WASHINGTON SHAREHOLDER AS TO HOW SUCH SHAREHOLDER SHOULD VOTE AT THE SPECIAL MEETING WITH RESPECT TO THE MERGER OR ANY OTHER MATTER.

The full text of the financial advisors’ opinions, which set forth assumptions made and matters considered, are attached as Exhibit C to this document. You are urged to read the attached financial advisors’ opinions in their entirety. The financial advisors’ opinions are directed only to the financial fairness of the consideration to be paid to Resource shareholders and do not constitute recommendations as to how you should vote at the special meeting. We have not considered, nor are we expressing any opinions herein with respect to, the price at which Fulton’s common stock will trade following consummation of the merger. The summary of the financial advisors’ opinions set forth in this document is qualified in its entirety by reference to the full text of the opinions. In rendering their opinions, the financial advisors do not admit that they are experts within the meaning of the term “expert” as used within the Securities Act of 1933 and the rules and regulations promulgated thereunder, or that their opinions constitute a report or valuation within the meaning of Section 11 of the Securities Act of 1933 and the rules and regulations promulgated thereunder.

Material and Information Considered with Respect to the Proposed Merger.In connection with their opinions, the financial advisorsrendering its June 14, 2004 opinion, Advest reviewed the following information:and considered, among other things:

(2) the warrant agreement entered into by and between First Washington and Fulton in connection with the merger agreement;

(3) certain publicly available financial statements and other historical financial information of First Washington that they deemed relevant;

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Additionally, the financial advisors:

considered relevant.

In connection withperforming its review, the financial advisorsreviews and analyses and in rendering its opinion, Advest assumed and relied upon and assumed, without independent verification, the accuracy and completeness of all the financial information, analyses and other information regarding Resource, Fulton and their respective subsidiaries that was publicly available or providedotherwise furnished to, reviewed by or discussed with it and further relied on the financial advisors by Resourceassurances of management of First Washington and Fulton that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. Advest was not asked to and their respective representatives. The financial advisors aredid not experts inundertake an independent verification of the evaluationaccuracy or completeness of allowance for loan losses. Therefore, the financial advisors haveany of such information and they did not assumedassume any responsibility or liability for making an independent evaluationthe accuracy or completeness of the adequacy of the allowance for loan losses set forth in the consolidated balance sheets of Resource and Fulton as of September 30, 2003, and the financial advisors assumed such allowances were adequate and complied fully with applicable law, regulatory policy, sound banking practice and policies of the Securities and Exchange Commission as of the dateany of such financial statements. The financial advisors discussed certain operating forecasts and financial projections (and the assumptions and bases therefor) with the management of Resource and Fulton. The financial advisors assumed that such forecasts and projections reflected the best currently available estimates and judgments of the management of Resource and Fulton. In certain instances, for the purposes of its analyses, the financial advisors made adjustments to such forecasts and projections, which in the financial advisors’ judgment were appropriate under the circumstances. The financial advisors wereinformation. Advest did not retained to nor did they make anyan independent evaluation or appraisal of the assets, the collateral securing assets or the liabilities, contingent or otherwise, of ResourceFirst Washington or Fulton or any of their respective subsidiaries, or the collectability of any such assets, nor didwas it furnished with any such evaluations or appraisals. In addition, Advest has not conducted any physical inspection of the financial advisors review any loan filesproperties or facilities of ResourceFirst Washington or FultonFulton. As to all legal or their respective subsidiaries. The financial advisorsregulatory matters affecting First Washington, Advest relied, with First Washington’s consent, on the advice of First Washington’s counsel.

Advest’s opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of its opinion. Advest assumed, in all respects material to its analysis, that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct, that each party to such agreements will perform all of the covenants required to be performed by such party under such agreements and that the conditions precedent in the merger agreement are not waived. Advest also assumed, with First Washington’s consent, that there has been no material change in First Washington’s and Fulton’s assets, financial condition, results of operations, business or prospects since the date of the last financial statements made available to them, that First Washington and Fulton will remain as going concerns for all periods relevant to its analyses, and that the merger in all respects is,will be accounted for as a purchase transaction and will not be undertaken and consummated in compliance with all laws and regulations that are applicable to Fulton and Resource.a taxable transaction at the corporate level for federal income tax purposes.

In rendering its June 14, 2004 opinion, Advest performed a variety of financial analyses. The following is a summary of the material analyses performed by Advest, but is not a complete description of all the analyses

underlying Advest’s opinion. The summary includes information presented in tabular format. IN ORDER TO FULLY UNDERSTAND THE FINANCIAL ANALYSES, THESE TABLES MUST BE READ TOGETHER WITH THE ACCOMPANYING TEXT. THE TABLES ALONE DO NOT CONSTITUTE A COMPLETE DESCRIPTION OF THE FINANCIAL ANALYSES. The preparation of a fairness opinion foris a transaction such as the merger involves various determinationscomplex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, the financial advisors’ opinions areThe process, therefore, is not readilynecessarily susceptible to a partial analysis or summary description. In arriving at their opinions, the financial advisors performed a variety of financial analyses. The financial advisors believeAdvest believes that theirits analyses must be considered as a whole and the consideration ofthat selecting portions of such analyses and the factors and analyses considered therein, or any one method of analysis, without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the analyses and theevaluation process underlying its opinion. Also, no company included in Advest’s comparative analyses described below is identical to First Washington and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial advisors’ opinions. No one methodand operating characteristics of analysis was assigned a greater significance than any other.the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of First Washington or the companies to which it is being compared.

The forecastsearnings projections for First Washington relied upon by Advest in its analyses were based upon internal projections provided by First Washington’s management for the years ended December 31, 2004 through December 31, 2007. With respect to such financial projections, First Washington’s management confirmed to Advest that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management of the future financial performance of First Washington and Advest assumed for purposes of its analyses that such performance would be achieved. Advest expressed no opinion as to such financial projections discussed withor the assumptions on which they were based. The financial advisorsprojections furnished to Advest by First Washington were prepared by the respective managements of Resource or Fulton without input or guidance by the financial advisors. Resourcefor internal purposes only and Fulton do not publicly disclose internal management projections of the type provided to the financial advisors in connection with the review of the merger. Such projections were not prepared with a view towards public disclosure. The public disclosure of such projections could be misleading since theThese projections were based on numerous variables and assumptions which are inherently uncertain including without limitation, factors related to general economic and, competitive conditions. Accordingly,accordingly, actual results could vary significantlymaterially from those set forth in such projections.

In theirperforming its analyses, the financial advisorsAdvest also made numerous assumptions with respect to industry performance, general business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Resource or

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Fulton. Any estimates contained in the financial advisors’First Washington, Fulton and Advest. The analyses performed by Advest are not necessarily indicative of actual values or future results, or values, which may be significantly more or less favorable than suggested by such estimates.analyses. Advest prepared its analyses solely for purposes of rendering its opinion and provided such analyses to First Washington’s Board at the June 13th meeting. Estimates ofon the values of companies do not purport to be appraisals nor do theyor necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Advest’s analyses do not necessarily reflect the value of First Washington’s common stock or the prices at which First Washington’s common stock may be sold at any time.

The financial advisors’ opinions were based solely upon the information available to them and economic, market and other circumstances, as they existed as of the date of the opinions. Events occurring after such date could materially affect the assumptions and conclusions contained in the financial advisors’ opinions. The financial advisors have not undertaken to reaffirm or revise their opinions or otherwise comment upon any events occurring after the date of their reconfirmed opinions.

In connection with rendering their August 22, 2003 opinions, the financial advisors performed a variety of financial analyses. The financial advisors evaluatedSUMMARY OF PROPOSAL. Advest reviewed the financial terms of the transaction using standard valuation methods, including stock trading history, comparable acquisition analysis, pro forma merger analysis, dividend discount analysis, and comparable company analysis, among others. The following is a summary of the material analyses presented by the financial advisors to the Resource board of directors on August 22, 2003 in connection with their fairness opinions.

Summary of the Financial Proposal. The financial advisors reviewed the terms of the proposed transaction, including the consideration and the implied transaction value. Based on the merger agreement, each share of Resource common stock shall be exchanged for 1.4667 shares of Fulton common stock subject to certain adjustments for stock splits, stock dividends, reclassifications or other similar events that may occur involving Fulton common stock or Resource common stock prior to closing.transaction. Based upon the exchange rate of 1.35 Fulton shares and aggregate interim period dividends of $0.22 per share for each First Washington share and Fulton’s closing market price on June 14, 2004, the per share consideration of Fulton$26.97 and First Washington’s March 31, 2004 financial information, Advest calculated the following ratios:

The aggregate transaction value was approximately $125.6 million, based upon 4.66 million fully diluted shares of First Washington common stock outstanding, which was determined using the treasury stock method at the per share transaction value. For purposes of $20.67Advest’s analyses, earnings per share were based on August 21, 2003,fully diluted earnings per share.

ANALYSIS OF SELECTED MERGER TRANSACTIONS. Advest reviewed 84 transactions announced nationwide from January 1, 2002 to June 11, 2004 involving bank sales with transaction values greater than $50 million and less than $250 million. Advest also reviewed within this group 15 regional transactions in NJ and PA.

Advest reviewed for both groups the impliedmultiples of transaction value per shareat announcement to Resource shareholders was $30.32. The financial advisors calculated the premium over the closing price of Resource common stock on August 21, 2003, the price to trailinglast twelve months’ earnings, multiple and the pricetransaction value to book value, transaction value to tangible book value, multiple for Resource based on such implied total transaction value. This analysis yielded a premium over the closing price of Resource common stock on August 21, 2003, of 18.9%, a price to trailing twelve months’ earnings multiple of 18.3x and a price to tangible book value multiple of 3.4x. In addition, based upon the exchange ratio of 1.4667 shares of Fulton common stock and Fulton’s current annualized dividend rate of $0.64, Resource shareholders would experience an increase in annual dividends of 107.1%.

Valuation Analyses

Stand-Alone Value:

Analysis of Selected Comparable Companies. The financial advisors analyzed the performance and financial condition of Resource relative to a group of 20 commercial banks located in the Southeast region with assets between $500 million and $1 billion and a trailing twelve months’ core return on average assets of greater than 1.0% and 86 nationwide commercial banks with assets between $500 million and $1 billion and a trailing twelve months’ core return on average assets of greater than 1.0%. The financial ratios shown in the table below are as of or for the twelve months ended June 30, 2003; the market price multiples are based on market prices as of August 21, 2003.

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The financial advisors noted that Resource’s return on average assets was in line with the median for both peer groups. However, in reviewing the components of profitability, the financial advisors noted that Resource’s net interest margin was significantly lower than the median for both peer groups. The lower net interest margin was positively offset by a lower provision for loan loss associated with lower relative net charge-off experience, lower levels of non-performing assets and higher reserve coverage. In addition, Resource’s non-interest income to total revenue ratio of 59.37% was more than two times the median percentage for each peer group and was driven largely by Resource’s mortgage banking activities. In conjunction with Resource’s higher degree of financial leverage as measured by its lower tangible equity to asset ratio, Resource’s return on average equity of 24.63% for the twelve months ended June 30, 2003 far exceeded the median of 13.44% and 13.91%, respectively, for the peer groups. The financial advisors also noted that in spite of Resource’s higher historical growth of loans and deposits relative to the peer group medians, its projected earnings per share growth in 2004 according to First Call of 5.20% was lower than the medians of each peer group.

With respect to Resource’s market valuation as of August 21, 2003, the financial advisors noted that its total market capitalization was in-line with the regional bank peer group median and slightly exceeded the nationwide peer bank median. Resource’s price to earnings per share multiple for the latest twelve months ended June 30, 2003 , and its price to projected 2003 earnings per share multiple were below the median multiples for each peer group. However, on a price to projected 2004 earnings per share multiple basis, Resource was more aligned with the respective valuation multiples for each peer group.

Dividend Discount Analysis. The financial advisors performed a dividend discount analysis to determine a range of present values per share of Resource common stock assuming Resource continued to operate as a stand-alone entity. To determine a projected dividend stream, the financial advisors assumed a dividend payout equal to 25% of Resource’s projected net income. The net income projections assumed an earnings growth rate of 8% for

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years 2004 through 2008. The “terminal value” of Resource common stock at the end of the period was determined by applying a range of price-to-earnings multiples (13.0x to 15.0x) to year 2008 projected earnings. The dividend stream and terminal values were discounted to present value using discount rates of 10% to 12%, which the financial advisors viewed as the appropriate discount rate range for a commercial bank with Resource’s risk characteristics. These projections are based upon various factors and assumptions, many of which are beyond the control of Resource. These projections are, by their nature, forward-looking and may differ materially from the actual future values or actual future results. Actual future values or results may be significantly more or less favorable than suggested by such projections. Based upon the above assumptions, the stand-alone value of Resource common stock ranged from approximately $21.41 to $26.62 per share. The financial advisors noted that the implied transaction value of $30.32 per share exceeded the estimated values derived from the discounted dividend analysis.