As Filed With the Securities and Exchange Commission On May 13, 2003January 14, 2004

Registration Statement No. 333-104268333-111148

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 21

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 1760417602

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 1760417602

717-291-2411

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

including area code,

of agent for service)

COPIES TO:Copies to:

Paul G. Mattaini, Esquire

Kimberly J. Decker, Esquire

Barley, Snyder, Senft & Cohen, LLC

126 East King Street

Lancaster, Pennsylvania 17604-2893

Nicholas Bybel, Jr., Esquire

Jean Svoboda, Esquire

Shumaker Williams, P.C.

3245 Simpson Ferry Road

Camp Hill, Pennsylvania 17011

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

PREMIER BANCORP, INC.RESOURCE BANKSHARES CORPORATION

PROXY STATEMENT

FOR ANNUALSPECIAL MEETING OF SHAREHOLDERS

July 10, 2003February 26, 2004

American Stock Exchange

Nasdaq National Market Symbol: PPARBKV

FULTON FINANCIAL CORPORATION

PROSPECTUS FOR

5,121,0379,495,927 SHARES OF FULTON FINANCIAL COMMON STOCK

Nasdaq National Market Symbol: FULT

This document constitutes a proxy statement of Premier Bancorp, Inc.Resource Bankshares Corporation in connection with the solicitation of proxies by the Boardboard of Directorsdirectors of PremierResource for use at the annualspecial meeting of shareholders to be held at the Doylestown Country Club, Green Street, Doylestown, Pennsylvania,Courtyard Marriott, 3737 Atlantic Avenue, Virginia Beach, VA 23451, on Thursday, July 10, 2003,February 26, 2004, at 9:0030 a.m., local time. At the special meeting, PremierResource shareholders will be asked to consider and vote on the following proposals:

1. To elect five Class 2 directors to the Board of Directors of Premier;

2. To approve and adopt the Agreement and Plan of Merger, dated January 16,August 25, 2003, as amended, between PremierResource and Fulton Financial Corporation which provides, among other things, for the merger of PremierResource with and into Fulton and the conversion of each share of common stock of PremierResource outstanding immediately prior to the merger into 1.4071.4667 shares (subject to adjustment) of Fulton common stock, plus cash in lieu of any fractional share interest;

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

4.3. To transact such other business as may properly be brought before the annualspecial 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 5,121,0379,495,927 shares of Fulton common stock being registered for this transaction. On, 2003,January 13, 2004 the closing price of Fulton’s common stock was $,$20.971, making the value of 1.4071.4667 shares of Fulton common stock equal to $$30.758 on that date. The closing price of Premier’sResource’s common stock on that date was $.$30.71. These prices will fluctuate between now and the closing of the merger.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 Premier. PremierResource. Resource and Fulton have not authorized any person to make use of this document in connection with any such resale.

PremierResource 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 set forthbeginning on page 15.

The date of this document is, 2003.January 16, 2004. This document was first sent to shareholders on or about June, 2003.January 20, 2004.

You should rely only on the information contained in this document or to which this document has referred you. PremierResource 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.

The document incorporates important business and financial information about Fulton and PremierResource 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 PremierResource or Fulton:

To obtain timely delivery of requested documents, you must request the information no later than July 2, 2003.February 19, 2004.

TABLE OF CONTENTS

Adjustments		41
Repurchase of Warrant or Warrant Shares		41
Registration Rights		41 38
Amendment; Waivers		42 40
Termination; Effect Of Termination		42 40
Management And Operations After The Merger		43 41
Employment; Severance		43 41
Employee Benefits		43 41
Regulatory Approvals		43 41
Material Contracts		44 42

i

EXHIBITS

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER

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 February 26, 2004.

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.

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

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.

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 Resource stock certificates at that time.

A: Fulton and Resource expect to complete the merger no later than the second quarter of 2004. In addition to the approval of Resource shareholders, Fulton must also obtain regulatory approvals. Fulton and Resource expect to receive all necessary approvals no later than the second quarter of 2004.

A: You should call either:

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 6856 for reference to additional information available to you regarding Fulton and Premier.Resource.

Agreement to Merge (See page 18)20)

Fulton and PremierResource entered into a merger agreement on January 16,August 25, 2003, and the merger agreement was amended on August 28, 2003. The merger agreement provides that each share of PremierResource common stock outstanding on the effective date of the merger will be exchanged for 1.4071.4667 shares (subject to adjustment) of Fulton common stock, and PremierResource will merge with Fulton. A copy of the merger agreement is attached to this document as Exhibit A and is incorporated herein by reference. On, August 4, 2003, FultonResource declared a 5%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 FultonResource common stock and the exchange ratio in this document have been restated to reflect this stock dividend.

Each PremierResource Share Will Be Exchanged For 1.4071.4667 Shares Of Fulton Common Stock (See page 32)33)

If the merger is completed, you will receive 1.4071.4667 shares of Fulton common stock for each share of PremierResource common stock you own. Fulton will not issue any fractional shares. Premier common shareholdersshares, 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, 2003, January 13, 2004, the closing price of Fulton common stock was $,$20.971, making the value of 1.4071.4667 shares of Fulton common stock equal to $$30.758 on that date. The closing price of Resource’s common stock on that date was $30.71. 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.

If the average price of Fulton common stock is below $10.65 for a ten day period just before the merger, and if the price of Fulton common stock has also declined 20% more than the decline (if any) in the average NASDAQ Bank Index for the same period as compared to the NASDAQ Bank Index on January 15, 2003, Premier may terminate the merger. Neither party would owe the other any penalty or fee as a result of termination of the merger agreement. The market price termination provisions will be based on an average of the closing bid and asked prices for the Fulton common stock for the ten (10) consecutive trading days immediately preceding the date which is two (2) business days prior to the closing date of the merger. See “Termination; Effect of Termination” on page 39.

The market prices of both Fulton and PremierResource common stock will fluctuate prior to the merger.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 PremierResource common stock.

Comparative Per Share Data

Fulton and PremierResource 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 PremierResource have filed with the SEC or attached to this document. See “Where You Can Find More Information” on page 68.56. The Fulton pro forma information gives effect to the merger, assuming that 1.4071.4667 shares of Fulton common stock are issued for each outstanding share of PremierResource common stock.

Selected Historical and Pro Forma

Combined Per Share Data (A)

Selected Historical and Pro Forma

Combined Per Share Equivalent Data (A)

Selected Financial Data

The following tables show selected historical consolidated summary financial data for both Fulton and Premier.Resource. This information is derived from the consolidated financial statements of Fulton and PremierResource incorporated by reference in or included with, this document. See “Where You Can Find More Information” on page 68.56.

Fulton Financial Corporation

Selected Historical Financial Data

(In thousands, except per share data)

Fulton Financial Corporation

Premier Bancorp, Inc.Selected Historical Financial Data

(In thousands, except per share data)

Resource Bankshares Corporation

Selected Historical Financial Data

(In thousands, except for per share data)

Resource Bankshares Corporation

Selected Historical Financial Data

(In thousands, except per share data)

No Federal Income Tax On Shares Received In Merger (See page 41)42)

PremierResource 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. PremierResource 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 PremierResource 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 NASDAQNasdaq Stock Market under the symbol “FULT”. PremierResource common stock trades on the AmericanNational Market System of the Nasdaq Stock ExchangeMarket under the trading symbol “PPA”“RBKV”. The table below shows the last sale prices of Fulton common stock, PremierResource common stock and the equivalent price per share of PremierResource common stock based on the exchange ratio on January 15,August 22, 2003 and, 2003.January 13, 2004.

On January 15,August 22, 2003, the last full trading day before public announcement of the merger agreement, the per share closing price for Fulton common stock was $17.75.$20.47. Based on such closing price for such date and the conversion ratio of 1.4071.4667 shares of Fulton common stock for each share of PremierResource common stock, the pro forma value of the shares of Fulton common stock to be received in exchange for each share of PremierResource common stock was $24.97.$30.02.

On January 15,August 22, 2003, the last full trading day before public announcement of the merger agreement, the per share closing price for PremierResource common stock was $17.85.$25.10.

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 Premier’sResource’s Financial AdvisorAdvisors (See page 21)23)

BoenningRyan Beck & Scattergood,Co. and Scott & Stringfellow, Inc. hashave each given an opinion to the Premier BoardResource’s board of directors that, as of January 16,both August 22, 2003 and as of [date],January 14, 2004, the exchange ratio in the merger is fair from a financial point of view to Premier’sResource’s shareholders. The full text of this opinion isthese opinions are attached as Exhibit C to this document. Fulton and PremierResource encourage you to read these opinions carefully. Pursuant to separate engagement letters between Resource and each of the opinion carefully. Premierfinancial advisors, in exchange for their services, each financial advisor has received a non-refundable retainer of $100,000 and will receive a fee of $950,000 that is contingent on and payable at the merger closing. Resource has also agreed to pay Boenning & Scattergood, Inc. a fee equalindemnify the financial advisors, their subsidiaries, their

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 approximately $915,000. A portionResource, except for liabilities resulting from the gross negligence or willful misconduct of this fee was paid upon engagement, a portion when the fairness opinion was issuedthese individuals and an additional portion will be paid upon completion of the merger.entities.

No Dissenters’ Rights Of Appraisal (See page 42)44)

Premier’sResource’s shareholders are not entitled to exercise dissenters’ rights under the provisions of Subchapter D of Chapter 15Section 13.1-730 of the Pennsylvania BusinessVirginia Stock Corporation Law of 1988,Act, as amended.

Your Rights As Shareholders Will Change After The Merger (See page 65)53)

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 Premier.Resource. The most significant of these differences include:

The Companies (See page 4546 for Fulton, page 4951 for Premier)Resource)

Fulton Financial Corporation

One Penn Square

Lancaster, Pennsylvania 1760417602

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 1921 directly-held bank and nonbank subsidiaries. Fulton’s bank subsidiaries currently operate 125134 banking offices in Pennsylvania, 1916 banking offices in Maryland, 12 banking offices in Delaware, and 3736 banking offices in New Jersey. As of December 31, 2002,September 30, 2003, Fulton had consolidated total assets of approximately $8.4$9.3 billion.

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

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

Premier Bancorp, Inc.Resource Bankshares Corporation

379 North Main Street3720 Virginia Beach Boulevard

Doylestown, PA 18901Virginia Beach, VA 23452

215-345-5100757-463-2265

Premier,Resource, a PennsylvaniaVirginia corporation, is the financial holding company for PremierResource Bank, a PennsylvaniaVirginia state chartered bank. At December 31, 2002, PremierSeptember 30, 2003, Resource had total consolidated assets of approximately $610$851.4 million, deposits of approximately $456$637.6 million and shareholders’ equity of approximately $38$56.9 million. PremierResource Bank has sevensix branches located in Bucks, NorthamptonVirginia Beach, Chesapeake, Newport News, Richmond and Montgomery Counties, Pennsylvania. PremierHerndon, 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. PremierResource has twothe following wholly-owned non-bank subsidiaries, PBIsubsidiaries:

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

PremierResource Bank has the following wholly-owned subsidiaries:

Resource Bank also owns a 99% membership in, and Premier owns a 1% membership5.5% interest in Bankers Investments, LLC, which sells non-deposit investment products and a 3.31% interest 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 Lenders Abstract, LLC and Premier Bank Insurance Services, LLC.which is a limited partnership that participates in residential one to four family loan production.

PremierResource Board Recommends Shareholder Approval (See page 20)22)

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

Vote Required To Approve Merger Agreement (See page 17)20)

Approval of the merger agreement requires the affirmative vote of the holders of at least 66 2/3%a majority of Premier’sResource’s outstanding common stock. The directors and executive officers of PremierResource and their affiliates together own about 44.77%22% of Premier’sResource’s outstanding common stock as of March 31, 2003.January 13, 2004, excluding options. The directors and executive officers of PremierResource 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 PremierResource common stock as nominees will not have authority to vote suchthose shares with respect to the merger unless shareholders provide them with voting instructions.

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

AnnualSpecial Meeting To Be Held July 10, 2003February 26, 2004 (See page 16)18)

PremierResource will hold its annualspecial meeting of shareholders onThursday, July 10, 2003,February 26, 2004, at 9:0030 a.m., local time, at the Doylestown Country Club, Green Street, Doylestown, Pennsylvania.Courtyard Marriott, 3737 Atlantic Avenue, Virginia Beach, Virginia 23451.

At the special meeting, you will vote on the election of five Class 2 directors,a proposal to approve the merger agreement a proposalunder which Resource 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 annualspecial meeting to approve the merger agreement, and any other business that properly arises.

Election of Directors (See page)

One of the items to be presentedarises at the annual meeting is the election of five Class 2 directors. The term of Class 2 directors to be elected is three years. However, the five persons elected as Class 2 directors will only serve on the Premier board until the merger closes. If the shareholders do not approve the merger or the merger does not close, the directors will continue to serve out their term of office.special meeting.

Record Date Set At June 2, 2003;January 16, 2004; Voting (See page 16)19)

You are entitled to vote at the annualspecial meeting if you owned shares of PremierResource common stock at the close of business on June 2, 2003,January 16, 2004, the record date. June 2, 2003,On January 16, 2004, there were6,049,850 shares of PremierResource common stock outstanding. You will have one vote on all matters at the special meeting for each share of PremierResource common stock you owned on June 2, 2003 for all matters except the election of directors, for which you are entitled to exercise cumulative voting rights.January 16, 2004.

Conditions That Must Be Satisfied For The Merger To Occur (See page 33)34)

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

Regulatory Approvals Required (See page 40)41)

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

Termination And Amendment Of The Merger Agreement (See page 39)40)

PremierResource 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:

In addition, Fulton may terminate the merger agreement if Premier’s BoardResource’s board of Directorsdirectors exercises its fiduciary duty with respect to a proposed acquisition of PremierResource by someone other than Fulton.

Fulton and PremierResource 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 companyparty can waive any of the requirements of the other companyparty in the merger agreement, except that neither companyparty can waive any required regulatory approval.

Fulton To Continue As Surviving Corporation (See page 31)32)

Fulton will continue as the surviving corporation after the merger. The Boardsboards of Directorsdirectors 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 PremierFor Resource More Expensive (See page 37)38)

In connection with the merger agreement, PremierResource granted Fulton a warrant to purchase up to 835,0001,485,000 shares of PremierResource common stock at an exercise price of $17.85$25.106 per share. The warrant acts to discourage other companies from acquiring PremierResource by making third party offers for PremierResource more expensive. It also provides compensation to Fulton in the event that the merger falls throughfails to close because another party gains control of Premier.Resource. Generally, Fulton may exercise this warrant only if another party seeks to gain control of Premier. WeResource. Fulton and Resource 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.

Financial Interests of Management In The Merger (See page 43)44)

When considering the recommendation of the Premier Board,Resource’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:

Forward LookingForward-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 the Fulton common stock in connection with the merger involves the risks described below. In addition to the other information contained in this proxy statement/prospectus,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 Premier’sResource’s Board of Directors may abandonDoes Not Have the merger.Ability to Abandon the Merger as a Result of Such a Decrease.

Upon completion of the merger, your shares of PremierResource common stock will be converted into shares of Fulton common stock. While the merger consideration has been structured to provide that PremierResource shareholders will receive 1.4667 shares of Fulton common stock for each of their shares of Premier common stock, 1.407 shares of FultonResource common stock, the value of 1.4071.4667 shares of Fulton common stock at the time of the merger is uncertain. Stock price changes may result from a

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.

Although theThe aggregate market value of the Fulton common stock that you will receive in the merger is not fixed, Premierand Resource will not have the right to terminate the merger agreement and abandon the merger before the closing if:

Accordingly, at the time you vote with respect to the merger, you will not knowa decrease in the market value or the number of the shares of FultonFulton’s common stock that you will receive in the merger nor will you know whether Premier’s Board of Directors will opt to terminate the merger agreement if the above conditions occur.stock.

The price of Fulton common stock may vary from its price on the date of this proxy statement/prospectus,document, the date of the Premier annualResource special meeting and the date for determining the average trading price discussed above.of closing. Because the date the merger is completed will be later than the date of the annualspecial meeting, the price of the Fulton common stock on the date of the annualspecial meeting may not be indicative of itsdifferent 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 Premier.Resource.

As a PremierResource shareholder, you currently have the right to vote in the election of the board of directors of PremierResource and on other matters affecting Premier.Resource. The merger will transfer control of PremierResource to Fulton and to the shareholders of Fulton. When the merger occurs, you will become a shareholder of Fulton with a percentage ownership of Fulton that is significantly smaller than your percentage ownership of Premier.Resource. 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 Premier.Resource.

Future Results for Fulton could differ materiallyCould Differ Materially from its Historical Results or Forward- LookingForward-Looking Statements in its filingsFilings with the SEC.

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

provision is the expense recognized in the income statement to adjust the allowance to its proper balance, as determined through the application of Fulton’s allowance methodology procedures. These procedures include the evaluation of the risk characteristics of the portfolio and documentation in accordance with applicable accounting standards. Management of Fulton believes that the allowance balance at September 30, 2003 is sufficient to cover losses inherent in the loan portfolio on that date and is appropriate based on applicable accounting standards. However, trends that could indicate the need for a higher provision include the general national and regional economies and the continued growth in Fulton’s commercial loan and commercial mortgage portfolios, which are inherently more risky.

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 thatwho 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 ANNUALSPECIAL MEETING

We areThe board of directors of Resource is providing this document to holders of PremierResource common stock to solicit your proxy for use at the annualspecial meeting of PremierResource shareholders and any adjournments or postponements of the special meeting.

Time, Date and Place

The annualspecial meeting of Premier’sResource’s shareholders will be held at 9:0030 a.m., local time, onThursday, July 10, 2003, February 26, 2004, at the Doylestown Country Club, located at Green Street, Doylestown, Pennsylvania 18901.Courtyard Marriott, 3737 Atlantic Avenue, Virginia Beach, Virginia 23451.

Matters to be Considered

The purposes of the annualspecial meeting are to elect five Class 2 directors to the Board of Directors, to consider, and approve and adopt the merger agreement, if necessary, to approve a proposal to adjourn the special meeting if more time is needed to solicit proxies, and to transact such other business as may properly come before the annualspecial meeting or any adjournment or postponement of the annualspecial meeting. At this time, the PremierResource’s board of directors is unaware of any matters, other than set forth in the preceding sentence,matters that may be presented for action at the annualspecial meeting.

A vote for approval of the merger agreement is a vote for approval of the merger of PremierResource into Fulton and for the exchange of PremierResource common stock for Fulton common stock. If the merger is completed, PremierResource common stock will be cancelled and you will receive 1.4071.4667 shares (subject to adjustment for stock splits, stock dividends and similar matters) of Fulton common stock in exchange for each share of PremierResource 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 June 2, 2003January 16, 2004 has been fixed by Premier’sResource’s board of directors as the record date for the determination of holders of PremierResource common stock entitled to notice of and to vote at the annualspecial meeting and any adjournment or postponement of the annualspecial meeting. At the close of business on the record date, 3,417,5156,049,850 shares of PremierResource common stock were outstanding and entitled to vote. Each share of PremierResource common stock entitles the holder to one vote at the annualspecial meeting on all matters properly presented at the annual meeting, except for the election of five (5) Class 2 directors, where cumulative voting is permitted.special meeting.

How to Vote Your Shares

Shareholders of record may vote by mail or by attending the annualspecial 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 annualspecial 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 annualspecial meeting will not, in and of itself, constitute revocation of a proxy.

Each proxy returned to PremierResource (and not revoked) by the holder of PremierResource common stock will be voted in accordance with the instructions indicated thereon. If no instructions are indicated, the proxy will be votedFOR election of each of the nominees,FORapproval and adoption of the merger agreement, andFOR each proposal.adjournment of the special meeting if necessary to allow Resource 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, the PremierResource’s board of directors is unaware of any matters, other than set forth above, that may be presented for action at the annualspecial meeting or any adjournment or postponement of the annualspecial 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

postponements of the annualspecial meeting to permit additional solicitation of proxies in favor of approval and adoption of the merger agreement, but no proxy voted against the merger agreement will be voted in favor of any such adjournment or postponement.agreement.

Vote Required

A quorum, consisting of the holders of a majority of the issued and outstanding shares of PremierResource common stock, must be present in person or by proxy before any action may be taken at the annualspecial 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.

Cumulative voting rights exist only with respect to the election of directors. This means that each shareholder has the number of votes equal to the number of directors to be elected multiplied by the number of shares owned and is entitled to cast the whole number of votes for one nominee or to distribute them among two or more nominees, as the shareholder determines. The proxy holders also have the right to vote cumulatively and to distribute their votes among nominees as they consider advisable, unless a shareholder indicates on his or her proxy how he or she desires the votes to be cumulated for voting purposes. On all other matters to come before the annualspecial meeting, each share of common stock is entitled to one vote for each share owned.vote.

If a quorum is present,Under Resource’s Articles of Incorporation, the five nominees for Class 2 Director receiving a majority of the votes cast by the shareholders entitled to vote will be elected. The proxy holders will not cast votes withheld or broker non-votes for or against any director nominees.

The affirmative vote of 66 ²/3%a majority of the outstanding shares of PremierResource common stock, in person or by proxy, is necessary to approve and adopt the merger agreement on behalf of Premier.Resource.

PremierResource intends to count shares of PremierResource common stock present in person at the annualspecial meeting but not voting, and shares of PremierResource 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 annualspecial meeting for purposes of determining whether a quorum exists. Because approval and adoption of the merger agreement requires the affirmative vote of 66 ²/3%a majority of the outstanding shares of PremierResource 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 PremierResource 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 PremierResource 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 annualspecial meeting or any adjournment or postponement thereof.

The directors and executive officers of PremierResource collectively owned approximately 44.77%25% of the outstanding shares of PremierResource common stock as of the record date for the annualspecial meeting (inclusive of stock options exercisable within 60 days). Premier’sResource’s directors and executive officers have entered into Voting Agreementsvoting agreements with Fulton pursuant to which they have agreed to vote all of their shares in favor of the merger agreement. See “Security Ownership of Certain Beneficial Owners and Management,” beginning on page 61.

Solicitation of Proxies

PremierResource 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.directors with the exception of printing this document, the cost of which will be paid by Fulton. In addition to solicitation by mail, the directors, officers and employees of PremierResource and its subsidiaries may solicit proxies from

shareholders of PremierResource in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement by PremierResource 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 PremierResource common stock held of record by such persons, and PremierResource 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—Merger – Exchange of PremierResource Stock Certificates” on page 33, you will receive materials for exchanging shares of PremierResource 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

document as ExhibitExhibits A and Exhibit B, respectively, and we incorporate each in this document by reference. We urge all shareholdersyou to read the merger agreement carefully.

The merger agreement provides that:

The Boardboard of Directorsdirectors of PremierResource has unanimously approved and adopted the merger agreement and believes the merger is in your best interests. Premier’s BoardResource’s board of Directorsdirectors recommends that you vote “FOR”FOR the merger agreement.

Background of Merger

In early July 2003, Resource engaged Ryan Beck & Co. and Scott & Stringfellow, Inc. on an informal basis 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 prepared an information memorandum relating to Resource which was distributed to several potential acquirors, including Fulton.

Based on a favorable initial response received by the financial advisors from Fulton, a meeting between representatives of Resource and Fulton was held on August 7, 2003, in Virginia Beach, Virginia. Rufus Fulton and Scott Smith, CEO 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 timeAugust 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 time overa potential offer by Fulton to purchase Resource.

On August 12, 2003, Fulton delivered to the past several years, Premier’s management andfinancial advisors a formal non-binding offer to acquire Resource in a stock merger with a 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 have considered various strategic alternatives as partwas held during which Resource’s management advised the board of their continuing effortsFulton’s offer. During the meeting, representatives 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 enhance Premier’s community banking franchisecontinue the negotiations and to maximize shareholder value. These strategic alternatives have included continuing ascounteroffer with an independent institution, acquiring branch offices or other community banks, establishing related linesexchange ratio of business, issuing trust preferred securities1.4667. Immediately after the discussion with Resource’s board of directors, the financial advisors contacted Fulton with Resource’s counteroffer, and preferred stock,Fulton accepted the revised terms and entering into a strategic mergeragreed to move forward with similarly-sized or larger institutions. The board also has sought to enhance shareholder value through a stock dividend and a share repurchase program.its due diligence of Resource.

In October 2002,From August 14, 2003 though August 18, 2003, there were a series of due diligence conference calls and telephone discussions among the Board of Directors authorized Clark S. Frame, Chairman ofparties, including Kaufman & Canoles and the Board,financial advisors, concerning due diligence and John C. Soffronoff, President and Chief Executive Officer, to prepare information for the Board of Directors regarding a review of the strategic options available to the Board of Directors and to meet with Boenning & Scattergood, Inc. (“Boenning”). The Board of Directors authorized assessment of strategic options and engagement of Boenning as Premier Bancorp, Inc.’s financial advisor. Assessment of Premier’s strategic options was made subject to the Board of Directors’ further consideration and action. Later that month, Clark S. Frame, John C. Soffronoff, Bruce E. Sickel and John J. Ginley from Premier met with representatives of Boenning to review and discuss business and valuation issues, potential interest levels of possible transaction candidates, and whether, given available information, it might be in the best interests of Premier and its constituencies to engage in a business combination with another financial institution.

Premier engaged Boenning on October 25, 2002. After that date, Boenning contacted 11 financial institutions, one of which was Fulton Financial Corporation. Of the 11 contacted financial institutions, seven executed confidentiality agreements with Boenning, including Fulton on October 30, 2002. Information regarding Premier was provided to each of the seven financial institutions that executed the confidentiality agreement.merger.

On November 1, 2002,August 19, 2003 and August 20, 2003, representatives of Boenning, on behalf of Premier, met with Rufus A. Fulton, Jr., Chairman and Chief Executive Officer, and R. Scott Smith, Jr., President and Chief Operating Officer, of Fulton Financial Corporation to discuss Fulton’s interest in expanding its banking presence in the Bucks, Montgomery and

Northampton county markets. Based on Fulton’s interest in the geographic region, Boenning advised Fulton of Premier’s interest in exploring a potential affiliation with Fulton. After further discussion and the exchange of information on Premier, Fulton notified Boenning of its desire to pursue a potential affiliation with Premier and to have a meeting with representatives of its management team. Between October 30 and November 8, 2002, Boenning met with the representatives of five other financial institutions regarding exploration of a potential affiliation with Premier.

A meeting with representatives of Boenning, Fulton and Premier occurred on November 12, 2002, whereby Fulton and Premier discussed strategic visions and the future of each company andResource, the financial services industry in general. Based on their similar philosophies, Fultonadvisors, and Premier agreedKaufman & Canoles traveled to continue to explore a potential combination between their respective companies.

Between November 12 and 19, 2002, Boenning and/or Premier also met with four other financial institutions which had previously executed confidentiality agreements to discuss the strategic visions and future of those companies.

On November 20, 2002, Fulton submitted a confidential non-binding indication of interest, including a range of potential financial terms, to Premier via Boenning. On November 27, 2002, two of the four other financial institutions that Boenning had met with also submitted written indications of interest through Boenning.

At Premier’s December 4, 2002, special meeting of the Board of Directors, representatives of Boenning presented to the Board the confidential non-binding indications of interest including the one received from Fulton Financial Corporation, dated November 20, 2002. Terms of the indications of interest were discussed, including financial terms. Information regarding each of the companies submitting an indication of interest was presented to and discussed by the board of directors. At this meeting, Premier’s Board authorized continued discussions with Fulton and one other company and the conduct of due diligence on Premier by Fulton and one other company. Due diligence on Premier was conducted between December 9-12, 2002.

On December 12, 2002, at Premier’s regularly scheduled Board of Directors meeting, Messrs. Frame and Soffronoff provided a status report of the two companies’ results of due diligence and further discussions between the parties. On December 13, 2002, Boenning was informed by the other company that had performed due diligence on Premier that it was no longer interested in pursuing a business combination with Premier. Also, on December 13, 2002, representatives of Boenning telephoned Mr. Fulton to generally discuss Fulton’s due diligence review of Premier and to request information on Fulton. On December 16, 2002, Fulton and Boenning executed a confidentiality agreement and confidential financial information of Fulton was provided to Boenning including Forms 10-K for the last 3 years, Forms 10-Q for the last 4 quarters, the most recent asset liability report and share repurchase information.

On December 17, 2002, Fulton submitted a revised indication of interest to Premier via Boenning. At the December 19, 2002, Premier Board of Directors special meeting, which was attended by representatives of Boenning and Shumaker Williams, P.C., Fulton’s December 17, 2002 indication of interest was reviewed and discussed. Transaction terms were discussed with and by the Board of Directors, including proposed financial terms. Information regarding the proposed transaction and Fulton Financial Corporation were reviewed and discussed by the board of directors. At this meeting, the Board of Directors rejected Fulton’s revised proposal as presented but authorized continued negotiations with Fulton.

On December 23, 2002, at a meeting among representatives of Boenning, Premier and Fulton, the parties discussed price and other matters related to the proposed transaction. Over the next week, several telephone calls between representatives of Boenning, Premier and Fulton occurred in which financial and other issues were discussed.

On January 6, 2003, Fulton submitted a second revised confidential indication of interest to Premier via Boenning. At a January 7, 2003 Premier Board of Directors special meeting, in which representatives of Boenning and Shumaker Williams, P.C. were present, proposed transaction terms were discussed with the Board of Directors, including financial terms. The January 6, 2003 Fulton revised confidential non-binding indication of interest was reviewed and discussed by the Board of Directors. Clark S. Frame, Chairman of the Board, John C. Soffronoff, President and Chief Executive Officer, and Premier’s representatives were authorized to continue negotiations with Fulton andLancaster, Pennsylvania to conduct due diligence regarding Fulton’s operations and to discuss the draft merger agreement which had been proposed by Fulton for further considerationon August 15, 2003. During this visit, on August 20, 2003, a mutual confidentiality agreement was entered into by Resource and action by the Board of Directors. Fulton.

On January 8,August 21, 2003 Premier, through Boenning, sent a due diligence request list to Fulton, and on January 9,August 22, 2003, representatives of Boenning telephoned Fulton representatives and discussedtraveled to Virginia Beach, Virginia to conduct due diligence items.with regard to Resource.

On January 10,August 15, 2003, several telephone calls were made between representatives of Boenning, Premier and Fulton to discuss deal points, including financial terms. Also on January 10, 2003, due diligence was conducted on Fulton by Premier and its representatives, and athe initial draft of the proposed merger agreement was provided to Resource by Fulton and related agreements were forwardedBarley Snyder, Senft, and Cohen, LLC, outside counsel to PremierFulton. 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 agreement with Fulton and its legal counsel by Fulton’s legaloutside counsel. From January 12-15,

On August 22, 2003, legal counsel for both PremierResource’s board of directors held a special meeting to discuss the merger agreement, with representatives of the financial advisors and Fulton, together withKaufman & Canoles attending the parties and their representatives, negotiatedmeeting. A representative of Kaufman & Canoles presented in detail each section of the merger agreement and related documents.

On January 16, 2003, Premier’s Boarddocuments, pointed out provisions that were still under final negotiation and answered questions raised by members of Directors held a special meeting at which representativesResource’s board. Representatives of Boenningeach of the financial advisors presented their financial analyses and Shumaker Williams, P.C. were present. The results of Premier’s due diligence on Fulton was discussed by the Board of Directors. Boenning and counsel briefed the Board on final negotiations concerning the merger agreement and related matters. During this meeting, Boenningeach delivered itstheir opinion to the Premier Board of Directors that as of such date, the exchange ratio in the mergeragreed to by Resource and Fulton was fair to the holders of Premier common stockResource shareholders from a financial point of view. The Board of Directors, with special counsel, reviewed the agreement and its terms. The Board of Directors discussed the deal terms including financial terms. Following review by the Premier Board of DirectorsRepresentatives of the foregoing matters,financial advisors then provided their general analysis of the Premier Board unanimouslytransaction 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, and approved the form of merger agreement that had been presented to the board.

From August 23 through August 25, 2003 there was continued due diligence, negotiation and execution of various employment agreements and other documents related to the merger agreement, and the transactions contemplated byfinalization of the merger agreement. The board of directors of Premier believes that the transaction and its terms are in the best interests of the Premier shareholders and Premier’s other constituencies. Immediately following the conclusion of the Premier Board Meeting on January 16,On August 25, 2003, the parties executed the definitivemerger agreement and related documentsvarious collateral agreements, including an agreement signed by each member of Resource’s board of directors and made a public announcementeach 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 transaction.merger.

On August 25, 2003, Resource and Fulton each issued a press release announcing the potential merger and the execution by the parties of the merger agreement.

Recommendation of the PremierResource Board of Directors and Reasons for the Merger

The PremierAfter careful consideration, Resource’s board has unanimously approved the merger agreement and unanimously recommends that Premier shareholders vote “FOR” approval and adoption of the merger agreement.

The Premier board hasdirectors determined that the merger is fair to, and in the best interests of, PremierResource and its shareholders. Accordingly, the Resource board of directors unanimously approved the merger agreement and unanimously recommends that Resource shareholders voteFOR approval and adoption of the merger agreement.

In approving the merger agreement, the PremierResource board consulted with BoenningRyan Beck & Co. and Scott and Stringfellow, Inc., Resource’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 PremierResource board also considered all material factors, including the following:

opinions in their entirety. Resource’s board of directors was aware that the financial advisors would become entitled to certain fees in connection with the merger.

The discussion and factors considered by PremierResource’s board of directors are not intended to be exhaustive, but includesinclude all material factors considered. In approving the merger agreement, Premier’sResource’s board did not assign any specific or relative weights to any of the foregoing factors, and individual directors may have weighted factors differently. All of the material factors concerning the proposed merger that 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.

OpinionOpinions of Premier’sResource’s Financial AdvisorAdvisors

Pursuant to anRyan Beck & Co. and Scott & Stringfellow, Inc., Resource’s financial advisors, began working with Resource in July 2003, and on August 25, 2003, Resource entered into written engagement letter dated as of October 25, 2002, as amended, Premier retained Boenningagreements with the financial advisors to act as its exclusiveResource’s financial advisoradvisors with respect to an evaluation 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 continually engaged in the valuation of banks, bank holding companies, savings and loan associations, savings banks and savings and loan holding companies in connection with Premier’s considerationmergers, acquisitions and other securities-related transactions. The financial advisors have knowledge of, a possible business combination. In connectionand 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.