As Filed With the Securities and Exchange Commission OnOctober 7, 2004 April 13, 2005

Registration Statement No. 333-119164

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-4/AS-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.

The date of this document is, 2005. This document was first sent to shareholders on or about [Mail Date].

Proxy Statement/ Prospectus

FIRST WASHINGTON FINANCIALCORPSVB FINANCIAL SERVICES, INC.

PROXY STATEMENT

FOR SPECIAL MEETING OF SHAREHOLDERS

November 5, 2004JUNE 9, 2005

Nasdaq SmallCapNational Market Symbol: FWFCSVBF

FULTON FINANCIAL CORPORATION

PROSPECTUS FOR

6,650,5483,413,340 SHARES OF FULTON FINANCIAL COMMON STOCK

Nasdaq National Market Symbol: FULT

This document constitutes a proxy statement of First Washington FinancialCorpSVB Financial Services, Inc. in connection with the solicitation of proxies by the board of directors of First WashingtonSVB Financial for use at the special meeting of shareholders to be held at the ballroomRaritan Valley Country Club, Route 28, Somerville, New Jersey 08876, on Thursday, June 9, 2005, at the Ramada Inn, 399 Monmouth Street, East Windsor, NJ 08520, on Friday, November 5, 2004, at 10:2:00 a.m.p.m., EST.local time. At the special meeting, First WashingtonSVB Financial shareholders will be asked to consider and vote on the following proposals:

1. To approve and adopt the Agreement and Plan of Merger, dated June 14, 2004,January 11, 2005, between First Washington FinancialCorpSVB Financial Services, Inc. and Fulton Financial Corporation which provides, among other things, for the merger of First WashingtonSVB Financial with and into Fulton and the conversion of each share of common stock of First WashingtonSVB Financial outstanding immediately prior to the merger into 1.35either: (i) .9519 shares (subject to adjustment) of Fulton common stock; or (ii) $21.00 in cash, with shareholders being permitted to elect to receive all stock, plusall cash, or a combination of stock and cash combinations in lieuone of any fractional share interest;the two following: 80% stock/20% cash or 60% stock/40% cash (subject to proration);

2. To adjourn the special meeting if necessary to allow First WashingtonSVB Financial 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 6,650,5483,413,340 shares of Fulton common stock being registered for this transaction. OnOctober 1, 2004,, the closing price of Fulton’s common stock was $21.52,, making the value of 1.35.9519 shares of Fulton common stock equal to $29.05 on that date. The closing price of First Washington’sSVB Financial’s common stock on that date was $28.46.. These prices will fluctuate between now and the closing of the merger, but the exchange ratio in the merger and the cash consideration 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 First Washington. First WashingtonSVB Financial. SVB Financial and Fulton have not authorized any person to make use of this document in connection with any such resale.

First WashingtonSVB Financial 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 15.

The date of this document isOctober 7, 2004. This document was first sent to shareholders on or about October 7, 2004.

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

This document may incorporate important business and financial information about Fulton and First WashingtonSVB Financial 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 FultonSVB Financial or First Washington:Fulton:

To obtain timely delivery of requested documents, you must request the information no later than October 29, 2004.June 1, 2005.

TABLE OF CONTENTS

i

i

EXHIBITS

ii

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q1: What do I need

A: You will be voting on a merger transaction in which Fulton will acquire SVB Financial.

A: In the merger, SVB will merge with Fulton, and Somerset Bank will become a wholly owned subsidiary of Fulton. You will receive either cash or Fulton common stock or a combination of both. See answer to do now?Q8.

A: The special shareholders’ meeting is scheduled to take place at Raritan Valley Country Club, Route 28, Somerville, New Jersey 08876 on June 9, 2005 at 2:00 p.m.

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.June 9, 2005.

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

A: As described in mythe following “Summary” and elsewhere in this document, if you are an SVB Financial shareholder, in exchange for your shares of SVB Financial common stock, certificates now?you will be entitled to elect to receive merger consideration in the form of cash, shares of Fulton common stock, or a combination of cash and Fulton common stock. The actual form of merger consideration you receive will depend on your election and, in some circumstances, on the election made by other SVB Financial shareholders.

A: No. Shortly afterAn election form/letter of transmittal accompanies this document. You should complete the election form/letter of transmittal according to the instructions printed on the form. The form, together with the stock certificates representing your shares of SVB Financial common stock, should be sent to the exchange agent, Fulton Financial Advisors, N.A., before the election deadline, which is June, 2005.

Q10:	What if I do not complete and return the election form before the election deadline?

A: If you do not submit a properly completed election form prior to the election deadline, and proration is necessary, you will receive cash consideration or Fulton stock consideration in exchange for your shares of SVB Financial common stock depending on whether the aggregate cash or stock elections made by shareholders exceeded the relevant limit. If proration is not necessary, you will receive Fulton common stock consideration in exchange for your shares of SVB Financial common stock. After the election deadline, you will be sent a letter of transmittal with instructions on how to exchange your SVB Financial common stock certificates for the merger is completed, Fulton willconsideration.

A: You may send your SVB stock certificates to the exchange agent with the enclosed election form/letter of transmittal at any time. However, in order to make a valid election of the consideration you written instructions for exchanging your stock certificates. Fulton will request thatwant to receive, youmust return your First Washington stock certificates at that time.and the form to the exchange agent no later than June, 2005.

Q6: When do you expect to merge?

A: Fulton and First WashingtonSVB Financial expect to complete the merger on or before April 15,during the third quarter of 2005. In addition to the approval of First WashingtonSVB Financial shareholders, Fulton must also obtain regulatory approvals. Fulton and First WashingtonSVB Financial expect to receive all necessary approvals no later than April 15,June 30, 2005.

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

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 5153 for reference to additional information available to you regarding Fulton and First Washington.SVB Financial.

Agreement to Merge (See page 21)20)

Fulton and First WashingtonSVB Financial entered into a merger agreement on June 14, 2004.January 11, 2005. The merger agreement provides that each share of First WashingtonSVB Financial common stock outstanding on the effective date of the merger will be exchanged for 1.35either: (i) ..9519 shares (subject to adjustment) of Fulton common stock; or (ii) $21.00 cash, with a shareholder being permitted to elect all stock, all cash or one of two combinations of stock and following the exchange First Washingtoncash (80% stock/20% cash or 60% stock/40% cash), and that SVB Financial will merge with Fulton. In addition, the merger agreement permits First WashingtonShareholder consideration elections are subject 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.proration, as described below. A copy of the merger agreement is attached to this document as Exhibit A and is incorporated herein by reference.

Each First Washington Share Will Be Exchanged For 1.35 SharesSVB Financial Shareholders May Elect Their Form Of Fulton Common StockConsideration (See page 28)29)

This document is accompanied by an election form on which each shareholder may indicate their election regarding the form of merger consideration they wish to receive. Election forms must be returned to Fulton Financial Advisors, N.A., Fulton’s transfer agent, no later thanJune        , 2005. Any shareholder who has not returned an election form by the indicated deadline will have all of his or her SVB Financial shares converted into Fulton stock or cash in the merger, depending on whether pro-ration is necessary and whether it is the cash consideration or the stock consideration that must be prorated. If pro-ration is not necessary, any shareholder who has not returned an election form by the indicated deadline will have all of his or her SVB Financial shares converted into Fulton stock in the merger.

Shareholder Elections May Be Subject To Proration (See page 29)

Although the merger agreement permits each SVB Financial shareholder to elect the form of consideration he or she wants to receive in exchange for his or her shares of SVB Financial common stock, all shareholder elections are subject to proration if the total number of shares for which cash is elected is less than 20% or more than 40% of the total number of shares outstanding. If that occurs, each shareholder’s election will be modified, on the same percentage basis, so that the total number of shares receiving cash consideration is equal to 20% (if too few share elections were received for cash), or 40% (if too many share elections were received for cash), as the case may be, of the total number of shares outstanding. If the total number of shares for which shareholders elect to receive cash is equal to or within the range of 20%-40% of total shares of SVB Financial outstanding, then all shareholders will receive the consideration that they elect. With respect to options, option holders may elect to receive Fulton options or cash equal to the difference between the exercise price and $21.00 for their option shares provided that at least 20% of all SVB Financial options must be converted to cash. In the absence of an election by the holder, SVB options shall be converted to Fulton stock options. However, if holders of options elect to convert fewer than 20% of SVB Financial options into cash, such elections will be subject to proration as agreed by Fulton and SVB Financial.

SVB Financial Consideration (See page 29)

If the merger is completed, you will receive 1.35in exchange for each share of SVB Financial common stock you own, at your election, and subject to proration as explained above, either: (i) .9519 shares of Fulton common stock for each share(subject to adjustment); or (ii) $21.00 in cash. A shareholder may elect to receive all cash, all stock or a combination of First Washington commoncash and stock you own, subject to adjustment in certain limited circumstances.one of the following two combinations: 80% stock/20% cash or 60% stock/40% cash. Fulton will not issue any fractional shares, and therefore, you will receive a cash payment for any fractional shares based on the closing market price of Fulton’s common stock, which is calculated as the average of the per share closing bid and asked prices for Fulton common stock, during a period leading upcalculated to completiontwo decimal places, for the ten (10) consecutive trading days immediately preceding the date which is two (2) business days before the effective date of the merger. OnOctober 1, 2004,, the closing price of Fulton common stock was $21.52,, making the value of 1.35.9519 shares of Fulton common stock equal to $29.05 on that date. The closing price of First Washington’sSVB Financial’s common stock on that date was $28.46.. Because the market price of Fulton stock fluctuates, you will not know when you vote at the special meeting you will not know what theFulton shares will be worth when issued in the merger. The market prices of both Fulton and First WashingtonSVB Financial common stock will fluctuate prior to the merger, but the exchange ratio in the merger will remain fixed despite these fluctuations. The cash consideration of $21.00 per share will also remain fixed. You should obtain current market quotations for Fulton common stock and First WashingtonSVB Financial common stock.

Comparative Per Share Data

Fulton and First WashingtonSVB Financial 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 First WashingtonSVB Financial have filed with the SEC or that are attached to this document. See “Where You Can Find More Information” on page 51.53. The Fulton pro forma information gives effect to the merger, assuming that 1.35.9519 shares of Fulton common stock are issued for each60% of the outstanding shareshares of First WashingtonSVB Financial common stock.

Selected Historical and Pro Forma

Combined Per Share Data (A)

Selected Historical and Pro Forma

Per Share Equivalent Data (A)

Selected Historical and Pro Forma

Per Share Equivalent Data (A)

Selected Financial Data

The following tables show selected historical consolidated summary financial data for both Fulton and First Washington.SVB Financial. This information is derived from the consolidated financial statements of Fulton and First WashingtonSVB Financial incorporated by reference in this document. See “Where You Can Find More Information” on page 51.53.

Fulton Financial Corporation

Selected Historical Financial Data

(In thousands, except per share data)

Fulton Financial Corporation

Selected Historical Financial Data

(In thousands, except per share data)

First Washington FinancialCorp

Selected Historical Financial Data

(In thousands, except for per share data)

First Washington FinancialCorp

Selected Historical Financial Data

(In thousands, except per share data)

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

First Washington shareholders generally will not recognize gain or loss for federal income tax purposes on 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. First 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 First 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”. First Washington common stock trades on the SmallCap Market of the Nasdaq Stock Market under the trading symbol “FWFC”. The table below shows the last sale prices of Fulton common stock, First Washington common stock and the equivalent price per share of First Washington common stock based on the exchange ratio on June 14, 2004 andOctober 1, 2004.

On 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 $19.81. Based on such closing price for such date and the conversion ratio of 1.35 shares of Fulton common stock for each share of First Washington common stock, the pro forma value of the shares of Fulton common stock to be received in exchange for each share of First Washington common stock was $26.74.

On June 14, 2004, the last full trading day before public announcement of the merger agreement, the per share closing price for First Washington common stock was $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 First Washington’s Financial Advisors (See page 24)

Advest, Inc. has given an opinion to First Washington’s Board of Directors that, as of both June 14, 2004 andOctober 4, 2004, the exchange ratio in the merger is fair from a financial point of view to First Washington’s shareholders. The full text of Advest’s opinion is attached as Exhibit C to this document. Fulton and First Washington encourage you to read the opinion carefully. Pursuant to an engagement letter between First Washington and Advest, in exchange for Advest’s services, Advest received a retainer of $50,000 and a fee of $75,000 upon signing of the merger agreement. 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 reimburse Advest for its out-of-pocket expenses, up to $5,000 without First Washington’s prior approval.

No Dissenters’ Rights Of Appraisal (See page 39)

First Washington’s shareholders are not entitled to exercise dissenters’ rights under the provisions of Section 14A:11-1(1)(a)(i)(B) of the New Jersey Business Corporation Act.

Your Rights As Shareholders Will Change After The Merger (See page 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 First Washington. The most significant of these differences include:

The Companies (See page 41 for Fulton, page 47 for First Washington)

Fulton Financial Corporation

Selected Historical Financial Data

(In thousands, except per share data)

SVB Financial Services, Inc.

Selected Historical Financial Data

(In thousands, except for per share data)

No Federal Income Tax On Shares Received In Merger (See page 39)

SVB Financial shareholders generally will not recognize gain or loss for federal income tax purposes on 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. SVB Financial shareholders will be taxed on cash received in the merger, including cash received instead of any fractional shares. Tax matters are complicated, and tax results may vary among shareholders. Fulton and SVB Financial 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”. SVB Financial common stock trades on the National Market System of the Nasdaq Stock Market under the trading symbol “SVBF”. The table below shows the last sale price of Fulton common stock and SVB Financial common stock and the equivalent price per share of SVB Financial common stock based on the exchange ratio on January 11, 2005, the last full trading day before public announcement of the merger agreement and on, the most recent practicable date prior to the printing of this document.

Merger Consideration Is Fair From A Financial Point Of View According To SVB Financial’s Financial Advisor (See page 23)

Danielson Associates, Inc. has given an opinion to SVB Financial’s board of directors that, as of both January 11, 2005 and April 11, 2005, the merger consideration in the merger is fair from a financial point of view to SVB Financial’s shareholders. The full text of Danielson’s opinion is attached as Exhibit C to this document. Fulton and SVB Financial encourage you to read the opinion carefully. Pursuant to an engagement letter between SVB Financial and Danielson, in exchange for Danielson’s services, Danielson received an initial fee of $10,000 and upon the consummation of the merger, will receive 0.5% of the entire amount of the merger consideration, inclusive of the $10,000 initial fee. SVB Financial will also reimburse Danielson for its reasonable out-of-pocket expenses.

No Dissenters’ Rights Of Appraisal (See page 41)

SVB Financial’s shareholders are not entitled to exercise dissenters’ rights under the provisions of Section 14A:11-1(1)(a)(i)(B) of the New Jersey Business Corporation Act, as amended.

Your Rights As Shareholders Will Change After The Merger (See page 49)

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 SVB Financial. The most significant of these differences include:

The most significant differences are:

The Companies (See page 43 for Fulton, page 48 for SVB Financial)

Fulton Financial Corporation

One Penn Square

Lancaster, Pennsylvania 17602

(717) 291-2411717-291-2411

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 24 directly-held bank and nonbank subsidiaries. Fulton’s bank subsidiaries currently operate 207219 banking offices in Pennsylvania, Maryland, Delaware, New Jersey and Virginia. As of June 30, 2004,February 28, 2005, Fulton had consolidated total assets of approximately $10.6$11.3 billion.

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

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

First Washington FinancialCorpSVB Financial Services, Inc.

U. S. Route 130 and70 East Main Street

Windsor,Somerville, NJ 0856108876

(609) 426-1000908-541-9500

First Washington FinancialCorp,SVB Financial Services, Inc., a New Jersey corporation, is the bank holding company for First Washington StateSomerset Valley Bank, a New Jersey state chartered bank. At June 30,December 31, 2004, First WashingtonSVB Financial had total consolidated assets of approximately $474.4$483 million, deposits of approximately $409.3$414 million and shareholders’ equity of approximately $33.8$29 million. First Washington StateSomerset Valley Bank has 1611 branches located in Monmouth, Ocean,Somerville, Hillsborough, Bridgewater, Manville, Bernards, Warren, Flemington, and Mercer Counties,Edison, New Jersey. First Washington StateSomerset Valley 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 StateSomerset Valley Bank has the following wholly-owned non-bank subsidiaries:

First WashingtonSVB Financial Board Recommends Shareholder Approval (See page 23)22)

The First WashingtonSVB Financial Board believes that the merger is in the best interests of First WashingtonSVB Financial and its shareholders and recommends that you vote “FOR”“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 First Washington’sSVB Financial’s outstanding common stock. The directors and executive officers of First WashingtonSVB Financial and their affiliates together own about 45.19%40% of First Washington’sSVB Financial’s outstanding common stock as of December 31, 2003.March 14, 2005. The directors and executive officers of First WashingtonSVB Financial 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 First WashingtonSVB Financial 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.

Special Meeting To Be Held November 5, 2004June 9, 2005 (See page 19)18)

First WashingtonSVB Financial will hold its special meeting of shareholders on Friday, November 5, 2004,Thursday, June 9, 2005, at 10:2:00 a.m.p.m., ESTlocal time, at the ballroom at the Ramada Inn, 399 Monmouth Street, East Windsor, NJ 08520.Raritan Valley Country Club, Route 28, Somerville, New Jersey 08876.

At the special meeting, you will vote on a proposal to approve the merger agreement under which First WashingtonSVB Financial 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 September 22, 2004;April 20, 2005; Voting (See page 19)

You are entitled to vote at the special meeting if you owned shares of First WashingtonSVB Financial common stock at the close of business on September 22, 2004April 20, 2005,the record date. On September 22, 2004,April 20, 2005, there were4,253,741 shares of First WashingtonSVB Financial common stock outstanding. You will have one vote on all matters at the special meeting for each share of First WashingtonSVB Financial common stock you owned on September 22, 2004April 20, 2005.

Conditions That Must Be Satisfied For The Merger To Occur (See page 30)31)

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

Regulatory Approvals Required (See page 37)38)

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

Termination And Amendment Of The Merger Agreement (See page 35)37)

First WashingtonSVB Financial 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 First Washington’s BoardSVB Financial’s board of Directors exercisesdirectors terminates the merger with Fulton in the exercise of its fiduciary duty with respect to a proposed acquisition of First WashingtonSVB Financial by someone other than Fulton. First WashingtonSVB Financial 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:

However, if SVB Financial is permitted to terminate on account of a reduction in Fulton stock price as explained above, Fulton may, at its option, increase the exchange ratio to a level equal to the exchange ratio times (17.65/the closing market price); doing so will end SVB Financial’s ability to terminate the Merger Agreement under the Fulton stock price provisions.

Fulton and First WashingtonSVB Financial 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 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 First WashingtonSVB Financial More Expensive (See page 33)35)

In connection with the merger agreement, First WashingtonSVB Financial granted Fulton a warrant to purchase up to 850,0001,008,775 shares of First WashingtonSVB Financial common stock at an exercise price of $21.00$22.00 per share. The warrant acts to discourage other companies from acquiring First WashingtonSVB Financial by making third party offers for First WashingtonSVB Financial more expensive. It also provides compensation to Fulton in the event that the merger fails to close because another party gains control of First Washington.SVB Financial. Generally, Fulton may exercise this warrant only if another party seeks to gain control of First Washington.SVB Financial. Fulton and First WashingtonSVB Financial 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 39)41)

When considering the recommendation of First Washington’s BoardSVB Financial’s board of Directors,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:

•

Executive officers and directors hold options to purchase First Washington stock that will convert into options to purchase Fulton stock. As of September 22, 2004, the difference between the aggregate exercise price and the market value of the shares underlying the options held by executive officers and directors of First Washington, which represents the economic value of the options, was approximately $11.5 million;

Accounting Treatment (see page 38)40)

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 20042005 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

Some SVB Financial shareholders may not receive their requested form of merger consideration.

The merger agreement provides that the merger consideration will be paid in cash, Fulton common stock or a combination of cash and Fulton common stock. In the event that the aggregate number of shares of SVB Financial common stock for which cash elections are received is greater than 40% of the number of shares of SVB Financial common stock outstanding immediately prior to the effective time of the merger, some of the shares for which elections for cash have been made will be converted into the right to receive stock consideration in the manner described under “The Merger – Proration” on page 24. In addition, if the aggregate number of shares of SVB Financial common stock for which stock elections are received is greater than 80% of the number of SVB Financial Shares outstanding immediately prior to the merger, some of the shares for which elections for stock have been made will be converted into the right to receive cash consideration in the manner described under “The Merger – Proration” on page 24. Accordingly, holders of SVB Financial common stock may not receive their requested form of merger consideration.

Fluctuations in the Market Price of Fulton Common Stock May Cause the Value of the Merger Consideration to Decrease, and First Washington’sSVB Financial’s Board of Directors May be Able to Abandon the Merger as a Result of Such a Decrease.

Upon completion of the merger, certain of your shares of First WashingtonSVB Financial common stock willmay be converted into shares of Fulton common stock.stock, either through your election or as a result of proration. While the merger consideration has been structured to provide that First WashingtonSVB Financial shareholders willmay elect to receive 1.35.9519 shares of Fulton common stock for eachsome or all of their shares of First WashingtonSVB Financial common stock which is to be converted into Fulton common stock, the value of 1.35.9519 shares of Fulton common stock at closing will not be known at the time of the merger is uncertain.you are required to make your election. 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.

The aggregate market value of the Fulton common stock that you will receive in the merger is not fixed, and First WashingtonSVB Financial has the right to terminate the merger agreement and abandon the merger before the closing if Fulton’s common stock, averaged over a 10 day period occurring just before the merger, is less than $18.00$17.65 and has decreased by 20% more than the Nasdaq bank stock index when compared, in each instance, to the value of the index and Fulton Stock on June 14, 2004.January 11, 2005. 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 WashingtonSVB Financial to terminate the Merger Agreement and SVB Financial intends to terminate, 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 First WashingtonSVB Financial special meeting, the date you are required to make an election concerning the consideration you would like to receive 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 First Washington.SVB Financial.

As a First Washingtonan SVB Financial shareholder, you currently have the right to vote in the election of the Boardboard of Directorsdirectors of First WashingtonSVB Financial and on other matters affecting First Washington.SVB Financial. The merger will result in the transfer of

control of First WashingtonSVB Financial and Somerset Valley Bank to the shareholders of Fulton. Although when the merger occurs you will become a shareholder of Fulton, your percentage ownership of Fulton will be significantly smaller than your percentage ownership of First Washington.SVB Financial. 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 First Washington.SVB Financial.

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 First Washington should consider. First Washington shareholders should review these filings with these factors in mind. Fulton believes the most material of these factors can be summarized as follows:

•     If market interest rates remain at historically low levels, Fulton’s earnings may be negatively affected. Net interest income is the most significant component of Fulton’s net income, accounting for approximately73% of total revenues in 2003 and 75% for the six months ended June 30, 2004. The ability to manage net interest income over a variety of interest rate and economic environments is important to the success of a financial institution. Net interest income growth is generally dependent upon balance sheet growth and maintaining or growing the net interest margin. Fulton’s net interest income has been impacted by a series of reductions to short-term interest rates enacted by the Federal Reserve Board (“FRB”) over the past two years. These rate reductions resulted in significant decreases to Fulton’s prime lending rate as well as a decline in the general interest rate environment. The rate reductions initially had a negative impact on Fulton’s net interest income and net interest margin as its assets, particularly floating rate loans, repriced to lower rates more quickly than its time deposits. Short term interest rates remained low throughout the second quarter and first six months with the average overnight borrowing rate, or Federal funds rate, and the average prime lending rate at 1.00% and 4.00% respectively. Over the past year, the low short-term interest rates had a negative impact on Fulton’s net interest income and net interest margin, as reducing the rates paid on deposits became exceedingly difficult. As a result, average rates on earning assets decreased more than the average rate paid on liabilities, causing a decrease in net interest margin in 2004. If rates remain low in the future, the net interest margin may continue to trend lower.RISK FACTORS RELATED TO FULTON’S BUSINESS

•     Market Conditions and the Composition ofChanges in interest rates may have an adverse effect on Fulton’s Loan Portfolios Could Increase the Risk in its Loan Portfolio and Require a Higher Loan Loss Allowanceprofitability.. The credit risk associated with lending activities is accounted for by Fulton through its allowance and provision for loan losses. The 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 June 30, 2004 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.

•     Fulton’s Investment in Equity Securities Exposes It To Negative Movements in the Stock Prices of the Companies Whose Stock It Owns. Equity market price risk is the risk that changes in the values of equity investments could have a material impact on the financial position or results of operations of Fulton. Fulton’s equity investments consist primarily of common stocks of publicly traded financial institutions. Although the carrying value of equity investments accounted for only 1.0% of Fulton’s total assets, the unrealized gains on the portfolio represent a potential source of revenue and, if values were to decline significantly, this revenue source could be lost. Management of Fulton continuously monitors the fair value of its equity investments and evaluates current market conditions and operating results of the companies. Periodic sale and purchase decisions are made based on this monitoring process. Certain of Fulton’s equity investments have shown negative returns in tandem with the general performance of equity markets. Fulton has evaluated, based on current accounting guidance, whether the decreases in value of any of these investments constitute “other than temporary” impairment which would require a write-down through a charge to earnings. In 2003, Fulton recorded a write-down for specific equity securities which were deemed to exhibit “other than temporary” impairment in value. If a downturn in the equity market occurs over the next 12 months, additional impairment charges may be necessary. In addition to its equity portfolio, Fulton’s investment management and trust services could be impacted by fluctuations in the securities markets. A portion of Fulton’s trust revenue is based on the value of the underlying investment portfolios. If securities markets contract, Fulton’s revenue could be negatively impacted. In addition, the ability of Fulton to sell its brokerage services is dependent, in part, upon consumers’ level of confidence in the outlook for rising securities prices.

•     Fulton May Not Be Able to Supplement Its Growth With Acquisitions in the Future and Future Evaluations of Goodwill Recorded in Connection With Acquisitions May Require Write-Downs. Fulton has historically supplemented its internal growth with strategic acquisitions of banks,

branches and other financial services companies. There can be no assurance that Fulton will be able to effect future acquisitions on favorable terms or that Fulton will be able to assimilate acquired institutions successfully. Applicable accounting standards require that the purchase method of accounting be used for all business combinations and eliminated the use of pooling of interests for transactions initiated subsequent to June 30, 2001. Under purchase accounting, if the purchase price of an acquired company exceeds the fair value of the company’s net assets, the excess is carried on the acquiror’s balance sheet as goodwill. Goodwill is to be evaluated for impairment at least annually. Write-downs of the amount of any impairment, if necessary, are to be charged to the results of operations in the period in which the impairment is determined. Based on tests of goodwill impairment conducted to date, Fulton has concluded that there has been no impairment, and no write-downs have been recorded. There can be no assurance that the future evaluations of goodwill will not result in findings of impairment and write-downs.

•     The Level of Some of Fulton’s Non-Interest Expenses is Beyond Its Control and Could Adversely Affect Its Earnings. Fulton strives to control its level of non-interest expenses. However, some of these expenses are beyond Fulton’s control. For example, Fulton’s defined benefit plan expense can be greatly impacted by the return realized on invested plan assets. A downturn in the equity markets could result in an increase in expense. This occurred in 2003, when Fulton’s defined benefit plan expense increased 66.9%.

•     The Competition Fulton Faces is Increasing and May Have a Negative Impact on Fulton’s Performance. The banking and financial services industries are highly competitive. Within its geographical region, Fulton’s subsidiaries face direct competition from other commercial banks, varying in size from local community banks to larger regional and national banks, and credit unions. With the growth in electronic commerce and distribution channels, Fulton’s banks also face competition from banks not physically located in Fulton’s geographic markets.

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 Supervision and Regulation to Which Fulton is Subject Can be a Competitive Disadvantage. Fulton is a registered financial holding company and its subsidiary banks are depository institutions whose deposits are insured by the Federal Deposit Insurance Corporation. Fulton and its subsidiaries are subject to various regulations and examinations by regulatory authorities. In general, various statutes establish the corporate governance and eligible business activities of Fulton, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and dividends, and capital adequacy requirements, among other regulations. While these statutes are generally designed to minimize potential loss to depositors and the FDIC insurance funds, they do not eliminate risk and compliance with such statutes increases Fulton’s expense, requires management’s attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors.

•     Monetary and Fiscal Policy May Affect Fulton’s Earnings and Are Not Predictable. Fulton and its subsidiary banks are affected by fiscal and monetary policies of the federal government,

including those of the Federal Reserve Board, which regulates the national money supply in order to manage recessionary and inflationary pressures. Among the techniques available to the Federal Reserve Board are engaging in open market transactions of U.S. Government securities, changing the discount rate and changing reserve requirements against bank deposits. The use of these techniques may also affect interest rates charged on loans and paid on deposits.

Net interest income is the most significant component of Fulton’s net income, accounting for approximately 72% of total revenues in 2004. The effectnarrowing of interest rate spreads, the difference between interest rates earned on loans and investments and interest rates paid on deposits and borrowings, would adversely affect Fulton’s earnings and financial condition. Among other things, regional and local economic conditions as well as fiscal and monetary policies of the federal government, including those of the Federal Reserve Board, may affect prevailing interest rates. Fulton cannot predict or control changes in interest rates.

During 2003 and the first half of 2004, short-term interest rates were low and Fulton’s net interest income and net interest margin were negatively affected because reducing the rates paid on deposits became exceedingly difficult. During the second half of 2004, the Federal Reserve Board increased short-term interest rates. When short-term interest rates rise, Fulton generally expects improvements in net interest income. However, a flat or declining interest rate environment would adversely impact Fulton’s net interest income. In addition, increasing short-term rates tend to have a detrimental impact on mortgage loan origination volumes and related mortgage-banking income.

Changes in economic conditions and the composition of Fulton’s loan portfolios could lead to higher loan charge-offs or an increase in Fulton’s allowance for loan losses and may reduce Fulton’s income. Changes in national and regional economic conditions could impact the loan portfolios of Fulton’s subsidiary banks. For example, an increase in unemployment, a decrease in real estate values or increases in interest rates, as well as other factors, could weaken the economies of the communities Fulton serves. Weakness in the market areas served by Fulton’s subsidiary banks could depress its earnings and consequently its financial condition because:

Any of the latter three scenarios could require Fulton to “charge-off” a higher percentage of its loans and/or increase its provision for loan and lease losses, which would reduce its income.

In addition, the amount of Fulton’s provision for loan losses and the percentage of loans it is required to “charge-off” may be impacted by the overall risk composition of the loan portfolio. Recently, Fulton’s commercial loans (including agricultural loans) and commercial mortgages have increased, comprising a greater percentage of its overall loan portfolio. These loans are inherently more risky than certain other types of loans, such as residential mortgage loans. While Fulton believes that its allowance for loan losses as of December 31, 2004 is sufficient to

cover losses inherent in the loan portfolio on that date, Fulton cannot assure you that it will not be required to increase its loan-loss provision or “charge-off” a higher percentage of loans due to changes in the risk characteristics of the loan portfolio, thereby reducing its net income. To the extent any of Fulton’s subsidiary banks rely more heavily on loans secured by real estate than the banking industry in general, a decrease in real estate values could cause higher loan losses on non-performing loans and require higher loan loss provisions.

Fluctuations in the value of Fulton’s equity portfolio, or assets under management by Fulton’s trust and investment management services, could have a material impact on Fulton’s results of operations.

At December 31, 2004, Fulton’s investments consisted of $69.2 million of stocks of other financial institutions, $63.4 million of FHLB and other government agency stock and $37.4 million of mutual funds and other investments. Fulton’s equity portfolio consists primarily of common stock of publicly traded financial institutions. Fulton realized net gains on the earningssale of equity securities of $14.8 million and $17.3 million in 2004 and 2003, respectively. These gains were offset by write-downs of $137,000 in 2004 and $3.3 million in 2003 for the impairment in value of specific equity securities. The unrealized gains on the equity portfolio represent a potential source of revenue for Fulton. The value of the securities in Fulton’s equity portfolio may be affected by a number of factors, including factors that impact the performance of the U.S. securities market in general and, due to the concentration in stocks of financial institutions in Fulton’s equity portfolio, specific risks associated with that sector. If the value of one or more equity securities in the portfolio were to decline significantly, this revenue could be reduced or lost in its entirety. In addition to Fulton’s equity portfolio, Fulton’s investment management and trust services could be impacted by fluctuations in the securities market. A portion of Fulton’s trust revenue is based on the value of the underlying investment portfolios. If the value of those investment portfolios decreases, whether due to factors influencing U.S. securities markets in general, or otherwise, Fulton’s revenue could be negatively impacted. In addition, Fulton’s ability to sell its brokerage services is dependent, in part, upon consumers’ level of confidence in the outlook for rising securities prices.

If Fulton is unable to acquire additional banks on favorable terms or if it fails to successfully integrate or improve the operations of acquired banks, Fulton may be unable to execute its growth strategies.

Fulton has historically supplemented its internal growth with strategic acquisitions of banks, branches and other financial services companies. There can be no assurance that Fulton will be able to effect future acquisitions on favorable terms or that it will be able to assimilate acquired institutions successfully. In addition, with acquisitions, Fulton may not be able to achieve anticipated cost savings or operating results. Acquired institutions also may have unknown or contingent liabilities or deficiencies in internal controls that could result in material liabilities or negatively impact Fulton’s ability to complete the internal control procedures required under federal securities laws, rules and regulations or by certain laws, rules and regulations applicable to the banking industry.

If the goodwill that Fulton has recorded in connection with its acquisitions becomes impaired, it could have a negative impact on Fulton’s profitability.

Applicable accounting standards require that the purchase method of accounting be used for all business combinations. Under purchase accounting, if the purchase price of an acquired company exceeds the fair value of the company’s net assets, the excess is carried on the acquiror’s balance sheet as goodwill. At December 31, 2004, Fulton had approximately $364 million of goodwill on its balance sheet. Companies must evaluate goodwill for impairment at least annually. Writedowns of the amount of any impairment, if necessary, are to be charged to the results of operations in the period in which the impairment is determined. Based on tests of goodwill impairment conducted to date, Fulton has concluded that there has been no impairment, and no write-downs have been recorded. However, there can be no assurance that the future evaluations of goodwill will not result in findings of impairment and write-downs.

Fluctuations in the level of some of Fulton’s defined benefit plan expense could adversely affect its earnings.

Fulton’s defined benefit plan expense can be greatly impacted by the return realized on invested plan assets and thus is not entirely within Fulton’s control. A downturn in the equity markets can result in an increase in expense. Such an increase occurred in 2003, when Fulton’s defined benefit plan expense increased 66.9%, from $1,812,000 to $3,025,000. This expense increased in 2004, to $3,072,000.

The Competition Fulton Faces is Increasing and May Reduce Fulton’s Customer Base and Negatively Impact Fulton’s Results of Operations.

There is significant competition among commercial banks in the market areas served by Fulton’s subsidiary banks. In addition, as a result of the deregulation of the financial industry, Fulton’s subsidiary banks also compete with other providers of financial services such as savings and loan associations, credit unions, consumer finance companies, securities firms, insurance companies, commercial finance and leasing companies, the mutual funds industry, full service brokerage firms and discount brokerage firms, some of which are subject to less extensive regulations than Fulton is with respect to the products and services they provide. Some of Fulton’s competitors, including certain super-regional and national bank holding companies that have made acquisitions in its market area, have greater resources than Fulton has, and as such, may have higher lending limits and may offer other services not offered by Fulton.

Fulton also experiences competition from a variety of institutions outside its market areas. Some of these institutions conduct business primarily over the Internet and may thus be able to realize certain cost savings and offer products and services at more favorable rates and with greater convenience to the customer.

Competition may adversely affect the rates Fulton pays on deposits and charges on loans, thereby potentially adversely affecting Fulton’s profitability. Fulton’s profitability depends upon its continued ability to successfully compete in the market areas it serves while achieving its investment objectives.

The Supervision and Regulation to Which Fulton is Subject Can be a Competitive Disadvantage.

Fulton is a registered financial holding company, and its subsidiary banks are depository institutions whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC). As a result, Fulton and its subsidiaries are subject to various regulations and examinations by various regulatory authorities. In general, statutes establish the corporate governance and eligible business activities for Fulton, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and dividends, and capital adequacy requirements, requirements for anti-money laundering programs and other compliance matters, among other regulations. Fulton is extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole. Compliance with these statutes and regulations is important to Fulton’s ability to engage in new activities and to consummate additional acquisitions. In addition, Fulton is subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles and governmental economic and monetary policies. Fulton cannot predict whether any of these changes may adversely and materially affect it. Federal and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions may result in higher capital requirements, higher insurance premiums and limitations on Fulton’s activities that could have a material adverse effect on its business and profitability. While these statutes are generally designed to minimize potential loss to depositors and the FDIC insurance funds, they do not eliminate risk, and compliance with such statutes increase Fulton’s expense, requires management’s attention and can be predicted.a disadvantage from a competitive standpoint with respect to non-regulated competitors.

THE SPECIAL MEETING

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

Time, Date and Place

The special meeting of First Washington’sSVB Financial’s shareholders will be held at 10:2:00 a.m.p.m., EST,local time, on Friday, November 5, 2004,Thursday, June 9, 2005, at the ballroom at the Ramada Inn, 399 Monmouth Street, East Windsor, NJ 08520.Raritan Valley Country Club, Route 28, Somerville, New Jersey 08876.

Matters to be Considered

The purposes of the special meeting are to consider, approve and adopt the merger agreement, 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, First Washington’sSVB Financial’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 First WashingtonSVB Financial into Fulton and for the exchange of First WashingtonSVB Financial common stock for Fulton common stock.stock and cash. If the merger is completed, First WashingtonSVB Financial common stock will be cancelled and you will receive 1.35receive: (i) .9519 shares (subject to adjustment for stock splits, stock dividends and similar matters) of Fulton common stock; (ii) $21.00 in cash; or (iii) one of two combinations of cash and stock (80% stock/20% cash or 60% stock/40% cash) in exchange for each share of First WashingtonSVB Financial common stock that you hold.hold, in each case subject to proration, as necessary, to ensure that at least 20%, and at most 40%, of SVB Financial’s outstanding shares are converted into cash. 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 September 22, 2004April 20, 2005 has been fixed by First Washington’s BoardSVB Financial’s board of Directorsdirectors as the record date for the determination of holders of First WashingtonSVB Financial 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,4,253,741 shares of First WashingtonSVB Financial common stock were outstanding and entitled to vote. Each share of First WashingtonSVB Financial 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 First WashingtonSVB Financial (and not revoked) by the holder of First WashingtonSVB Financial 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 First WashingtonSVB Financial 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, First Washington’sSVB Financial’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 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 First WashingtonSVB Financial 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 First Washington’sSVB Financial’s Certificate of Incorporation, upon the affirmation vote of SVB Financial’s board of directors approving and adopting the merger agreement on behalf of SVB Financial, which occurred on January 11, 2005, then the affirmative vote of a majority of the outstanding shares of First WashingtonSVB Financial common stock, in person or by proxy, is necessary to approve and adopt the merger agreement on behalf of First Washington.SVB Financial.

First WashingtonSVB Financial intends to count shares of First WashingtonSVB Financial common stock present in person at the special meeting but not voting, and shares of First WashingtonSVB Financial 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 First WashingtonSVB Financial 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 First WashingtonSVB Financial 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 First WashingtonSVB Financial 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 First WashingtonSVB Financial collectively owned approximately 39.45%40% of the outstanding shares of First WashingtonSVB Financial common stock as of the record date for the special meeting. First Washington’sSVB Financial’s directors 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

First WashingtonSVB Financial will pay all 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. Additionally, theThe directors, officers and employees of First WashingtonSVB Financial and its subsidiaries may solicit proxies from shareholders of First WashingtonSVB Financial in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement by First WashingtonSVB Financial 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 First WashingtonSVB Financial common stock held of record by such persons, and First WashingtonSVB Financial will reimburse such firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in connection therewith.

You shouldDo not send in your stock certificates with your proxy card. As described below under the caption “The Merger – Exchange of First WashingtonSVB Financial Stock Certificates” on page 30, you will receive materials for exchanging sharesa letter of First Washington common stock shortly after the merger.transmittal/election form accompanies this document.

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 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 has been included to provide you with information regarding its

terms. It is not intended to provide any other factual information about Fulton or SVB Financial. Such information can be found elsewhere in this proxy statement and in the other public filings Fulton and SVB Financial make with the Securities and Exchange Commission, which are available without charge at www.sec.gov.

The merger agreement provides that:

The board of directors of First WashingtonSVB Financial has unanimously approved and adopted the merger agreement and believes the merger is in your best interests. First Washington’sSVB Financial’s board of directors recommends that you voteFOR the merger agreement.

Background of Merger

First WashingtonSVB Financial, as the publicly held parent of the Somerset Valley Bank, has from time to time, received unsolicited indications of interest regarding potential business combination transactions. Although First Washington has generallycombinations. The SVB Financial mergers and acquisitions committee (“M&A Committee”) had traditionally evaluated the indicationsthese expressions of interest it hasas they were received its Boardand, on occasion, met with principals of Directors inthese interested parties. Until 2004, though, the past hasM&A Committee had concluded that it was in the best interest of First Washington’sSVB Financial and its shareholders that First WashingtonSVB Financial remain independent.

By the Spring of 2004, a number of factors led the SVB Financial Board to conclude, after discussions with the M&A Committee, that the M&A Committee should explore the possibility of a sale. Among these factors were: (i) the absence of a clearly apparent successor as chief executive officer of SVB Financial and of the Bank with, among other strengths, significant ties to the local community, (ii) the need for additional capital to remain a well capitalized financial institution for bank regulatory purposes, if the Bank were to continue its historic rate of growth in both loans and deposits, (iii) the increased cost burden of complying with recently enacted Federal legislation, and (iv) the expenses associated with addressing staffing needs in a high wage market for a bank and its holding company moving from small to mid-sized.

As a result, on April 30, 2004, Robert P. Corcoran, President and Chief Executive Officer of SVB Financial, met with Arnold G. Danielson, Chairman of Danielson Associates Inc. of Rockville, Maryland (“Danielson”) at the Dupont Hotel in Wilmington, Delaware to discuss the possible sale of SVB Financial. At that time, Mr. Corcoran asked if Mr. Danielson would be willing to address the following issues: (i) the current state of banking in New Jersey; (ii) the market for banks and particularly the possible sale value of SVB Financial; (iii) how that value might change over time; (iv) the pros and cons of selling versus staying independent; and (v) if considering a sale, who, besides a banking institution which had already approached SVB Financial, might be interested in acquiring SVB Financial. Mr. Danielson agreed to meet with the Executive Committee of the SVB Financial Board to discuss those points.

At a May 26, 2004 meeting of the Executive Committee of the SVB Financial board, Mr. Danielson went over two documents. The first presented future options that discussed: (a) whether SVB Financial could 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,do as well as First Washington’s place within its banking market. As a resultit had in the past; (b) what was happening in the market that could impact future performance of thisSVB Financial, and (c) the likely results of remaining independent, including the impact on shareholders. The second document was an analysis of the sale option, including the likely pricing; potential acquirers; and an outline of the sale process. No specific action was taken by the Executive Committee at a meeting on February 18, 2004, the First Washington Board of Directors votedthat meeting.

In August and September, SVB Financial continued to retain Advest, Inc. as financial advisor to solicit indicationsget expressions of interest from potential acquirers, and at a September 28, 2004 M&A Committee meeting, Mr. Corcoran was instructed to analyzehave Danielson formally

explore the indicationslevel of interest of potential acquirers. On October 22, 2004, Danielson submitted a formal proposal to represent SVB Financial in a possible sale, and, in so doing, to prepare an information memorandum to be distributed to a select group of potential acquirers. That proposal was accepted by the SVB Financial Board at its meeting on October 28, 2004. In discussions with Mr. Danielson, the M&A Committee had indicated that potential acquirers should be identified based on, among other factors, capital strength, acquisition track record, presence in the New Jersey market and commitment to community banking.

At Danielson’s recommendation, SVB Financial agreed to provide an information memorandum to four potential acquirers, which included three banking institutions that had already approached SVB Financial directly. The information memorandums were delivered personally by Mr. Danielson to the four potential acquirers on November 17, 18 and 19, 2004, and they were given approximately three weeks to respond.

Each of the four potential acquirers responded by December 10, 2004 with an acquisition proposal. Each of these proposals was presented by Mr. Danielson to the SVB Financial M&A Committee on December 14, 2004 and to advise the First Washington Board of Directors on December 15, 2004. After substantial discussions first at the valueM&A Committee and then by the entire Board, the Board concluded that the proposal from Fulton was the best offer from a number of perspectives, including those of the indications of interest for First Washington versusSVB Financial shareholders, the value First Washington could expect to realize as an independent institution.

In February and March of 2004, First Washington management worked with representatives of Advest to create an information package to be used by Advest in soliciting indications of interest and management reviewed with Advest lists of potentially interested bidders. Information packages were distributed to possible 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 AprilBank’s customers and the first weekemployees of May, 2004, each ofSVB Financial and the interested parties was permitted to undertake a diligence review of First Washington. OnBank. Accordingly, the basis of the diligence review, each of the three interested parties submitted revised indications of interest.

At aSVB Financial Board Meeting of May 24, 2004, representatives of Advest presented the updatedinstructed Messrs. Danielson 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, LLP,Corcoran to seek to negotiate certain adjustments to the termsFulton proposal and to obtain clarification of a final agreement with Fulton.certain ambiguities.

OverThen over the next twothree weeks, representatives of AdvestSVB Financial’s counsel, the law firm of Norris McLaughlin & Marcus, P.A., the M&A Committee and Windels Marx, with input from First Washington’s Chairman and President,Mr. Danielson negotiated final proposed terms of the business combination with Fulton and its outside legal counsel, Barley Snyder Senft & Cohen, LLC. During this period, each party also performed a due diligence analysis of the other. On January 8, 2005, copies of the final Agreement and Plan of Merger were sent to each SVB Financial Director.

AtOn January 11, 2005, a special meeting of the First WashingtonSVB Financial Board was called to vote on the definitive Agreement and Plan of Directors on June 9, 2004, counsel for First WashingtonMerger under which SVB Financial would be acquired by Fulton. Norris, McLaughlin & Marcus, P.A. 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, subject to adjustment in certain limited circumstances, and the ability of First Washington to commence paying a cash dividend of $0.11 per share in eachlegal duties of the thirdDirectors of SVB Financial and fourth quartersthen led an extended overview 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 June 13, 2004, the First Washington Board of Directors held a special meeting to review the proposed definitive merger agreement and related documents. Counsel to First Washington reviewed the material terms of all of the agreements. Representatives of Advest reviewed with the First Washington Board of Directors their financial analysis of the terms of the transaction and rendered their oral opinion that the terms of the transaction were fair to the 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 with the Board. Counsel also answered questions raised by the Directors relative to their duties and the proposed transaction. Then Mr. Danielson presented the opinion of his firm that the deal was fair from a financial point of view to SVB Financial and to shareholders of SVB Financial, including a discussion of the basis for four o’clockthat opinion. Thereafter SVB Financial’s Board voted unanimously to approve the next day, June 14, 2004.

Over the coursemerger of June 14, 2004, representatives of Advest, First Washington’s counsel, First Washington’s Chairman and First Washington’s President and CEO negotiatedSVB Financial with representatives of Fulton and its outside counsel in order to finalizesigned 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. The First Washington Board of Directors then approved the Agreement and Plan of Merger and associated documents, and directed the Chairman and the President and Chief Executive Officer of First Washington to execute the definitive agreements on behalf of First Washington.Merger.

On June 14, 2004, First WashingtonJanuary 11, 2005, SVB Financial and Fulton each issued a press release announcing the potential merger and the execution by the parties of the merger agreement.

Recommendation of the First WashingtonSVB Financial Board of Directors and Reasons for the Merger

After careful consideration, First Washington’s BoardSVB Financial’s board of Directorsdirectors determined that the merger is fair to, and in the best interests of, First WashingtonSVB Financial and its shareholders. Accordingly, the First Washington BoardSVB Financial board of Directorsdirectors unanimously approved the merger agreement and unanimously recommends that First WashingtonSVB Financial shareholders voteFOR approval and adoption of the merger agreement.

In approving the merger agreement, the First WashingtonSVB Financial board consulted with Advest, Inc., First Washington’sDanielson, SVB Financial’s financial advisors,advisor, 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 First WashingtonSVB Financial board also considered all material factors concerning the merger, including the following:

Negative Considerations

All business combinations, including the merger, also include certain risks and disadvantages. The material potential risks and disadvantages to First Washington’sSVB Financial’s shareholders identified by First Washington’sSVB Financial’s board and management include the following material matters, the order of which does not necessarily reflect their relative significance:

The discussion and factors considered by First Washington’sSVB Financial’s Board of Directors are not intended to be exhaustive, but include all material factors considered. In approving the merger agreement, First Washington’sSVB Financial’s board did not assign any specific or relative weights to any of the foregoing factors, and individual directors may have weighted factors differently. In addition, there can be no assurances that the benefits of the merger perceived by the First WashingtonSVB Financial Board of Directors and described above will be realized or will outweigh the risks and uncertainties.

Opinions of First Washington’sSVB Financial’s Financial AdvisorsAdvisor

By letter agreement datedSVB retained Danielson Associates Inc. to advise the SVB board of directors as to its “fair” sale value and the fairness to its shareholders of February 20, 2004, First Washington retained Advest, Inc. as an independentthe financial advisor in connection with evaluating strategic alternatives, including possible business combination transactions. Advest is a nationally recognized investment banking firm whose principal business specialty is financial institutions. Interms of the ordinary course of its investment banking business, Advestoffer to be acquired by Fulton. Danielson is regularly engaged in the valuation of financial institutionsbanks and their securitiesbank holding companies in connection with mergers, and acquisitions and other corporate transactions.securities transactions and has knowledge of, and experience with, New Jersey markets and banking organizations operating in those markets. Danielson was selected by SVB because of its knowledge of, expertise with and reputation in the financial services industry.

Advest acted as financial advisorDanielson reviewed the Fulton-SVB merger agreement with respect to First Washington in connection with the proposed merger with Fultonpricing and participated in certainother terms and conditions of the negotiations leadingmerger, but the decision as to accepting the offer was ultimately made by the board of directors of SVB. Danielson rendered its opinion directly to the Agreement. At the requestSVB board of First Washington’s Board, representatives of Advest participated in the June 14, 2004 meeting atdirectors on January 11, 2005, which the Board considered and approved the merger agreement. At that meeting, Advest delivered to First Washington’s Board its oral opinion, subsequentlyit also confirmed in writing, that as of such date, the merger consideration was fair, from a financial point of view, to First Washington’s shareholders. Advest has also delivered to First Washington’s Board a written opinion dated the date of this proxy statement which is substantially identicalthe opinion, the financial terms of the Fulton offer were fair to SVB and its shareholders. No limitations were imposed by the SVB board of directors upon Danielson with respect to the June 14, 2004investigation made or procedures followed by it in arriving at its 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.

In connection with renderingarriving at its June 14, 2004 opinion, Advest reviewed and considered, among other things:Danielson:

(1)

(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 financialDanielson did not obtain any independent appraisal of assets or liabilities of SVB or Fulton. Further, Danielson did not independently verify the information of First Washington that they deemed relevant;

(4) certain publicly available financial statements and other historical financial information of Fulton that they deemed relevant;

(5) financial projections for First Washington for the years ending December 31, 2003 through 2007 reviewed with management of First Washington and the views of senior management of First Washington, based on limited discussions with members of senior management regarding First Washington’s business, financial condition, results of operations and future prospects;

(6) certain pro forma analyses of the impact of the merger on Fulton’s capital position preparedprovided by and reviewed with management ofSVB or Fulton and the views of the senior management of Fulton, based on limited discussions with them, regarding Fulton’s business and financial condition;

(7) the publicly reported historical price and trading activity for First Washington’s common stock, including a comparison of certain financial and stock market information for First Washington with similar publicly available information for certain other companies the securities of which are publicly traded;

(8) the financial terms of certain recent business combinations in the banking industry, to the extent publicly available;

(9) the current market environment generally and the banking environment in particular; and

(10) such other information, financial studies, analyses and investigations and financial, economic and market criteria as it considered relevant.

In performing its reviews and analyses and in rendering its opinion, Advest assumed and relied upon the accuracy and completeness of all the financial information, analyses and other information that was publicly available or otherwise furnished to, reviewed by or discussed with it and further relied on the assurances 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 did not undertake an independent verification of the accuracy or completeness of any of such information and they did not assume any responsibility or liability for the accuracy or completeness of any of such information. Advest did not make an independent evaluation or appraisal of the assets, the collateral securing assets or the liabilities, contingent or otherwise, of First Washington or Fulton or any of their respective subsidiaries, or the collectability of any such assets, nor was it furnished with any such evaluations or appraisals. In addition, Advest has not conducted any physical inspection of the properties or facilities of First Washington or Fulton. As to all legal or regulatory 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 will be accounted for as a purchase transaction and will not be a taxable transaction at the corporate level for federal income tax purposes.

In renderingarriving at its June 14, 2004 opinion, AdvestDanielson performed a variety of financial analyses. The following isDanielson believes that its analyses must be considered as a summarywhole and that consideration of the materialportions of such analyses performed by Advest, but is not a complete descriptioncould create an incomplete view of all the analyses

underlying Advest’sDanielson’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 is a complex 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. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Advest believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses considered 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 evaluation 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 and operating characteristics of 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 earnings 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 or the assumptions on which they were based. The financial projections furnished to Advest by First Washington were prepared for internal purposes only and not with a view towards public disclosure. These projections were based on numerous variables and assumptions which are inherently uncertain and, accordingly, actual results could vary materially from those set forth in such projections.

In performing its analyses, Advest alsoDanielson made numerouscertain assumptions with respect to industry performance, business and economic conditions, and various other matters, many of which cannot be predicted and arewere beyond the control of First Washington, Fulton and Advest. TheSVB’s or Fulton’s control. Any estimates contained in Danielson’s analyses performed by Advest are not necessarily indicative of actual values or future results of value, which may be significantly more or less favorable than suggested by such analyses. Advest prepared its analyses solely for purposesestimates. Estimates of rendering its opinion and provided such analyses to First Washington’s Board at the June 13th meeting. Estimates on the valuesvalue of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject

The following is a summary of selected analyses considered by Danielson in connection with its opinion letter.

Fair Value Analysis of Fulton Common Stock

In determining the fairness of the offer by Fulton to uncertainty and actual values may be materially different. Accordingly, Advest’s analyses do not necessarily reflectacquire all of the value of First Washington’s common stock or the prices at which First Washington’sand options to buy common stock mayof SVB for approximately $89.9 million in a mix of cash an stock of which at least 60% would be sold at any time.Fulton common stock, it was necessary to determine if the Fulton common stock is fairly valued and the impact of the SVB acquisition on Fulton’s primary determinant of stock value, which is earnings per share. The analysis evaluated, among other things, Fulton’s financial performance, financial condition, dividend yield, stock liquidity and location compared to similar banks and possible dilution in earnings and per share and/or capital adequacy as a result of the SVB acquisition.

SUMMARY OF PROPOSAL. Advest reviewedComparable Companies

The Fulton common stock to be exchanged for the financial termscommon stock of SVB, was compared to 21 publicly-traded bank holding companies. These comparable banks had assets in the $5 billion to $20 billion range and were located east of the proposed transaction. Based upon the exchange rateMississippi River.

Summary and Description 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 $26.97 and First Washington’s March 31, 2004 financial information, Advest calculated the following ratios:Comparable Banks*