To: All Member Banks in the Third Federal Reserve District

Attention: Chief Executive Officer



In accordance with the provisions of Section 4 of the Federal Reserve Act and Circular Letter 5548 dated September 28, 2001, an election is being conducted to determine successors for Rufus A. Fulton, Jr., Chairman and Chief Executive Officer, Fulton Financial Corporation, Lancaster, Pennsylvania, a Class A, Group 1 director and Howard E. Cosgrove, Chairman and Chief Executive Officer, Conectiv, Wilmington, Delaware, a Class B, Group 2 director. Mr. Fulton's and Mr. Cosgrove's terms expire December 31, 2001, and their successors will be elected for three-year terms beginning January 1, 2002.

Highlights: The names of the candidates nominated and the banks that made the nominations are listed herein. A brief biographical sketch of each candidate is also provided. For each bank in Group 1 and Group 2 a ballot and two envelopes to use in the voting are enclosed. The ballot and white voting envelope must be executed by an officer of your bank who has been authorized to vote. A list of the officers so designated is included.

Action Required to Vote:

1) Mark the preferential ballot.

2) Place it in the colored "ballot" envelope and seal. To keep the ballot confidential, the name of neither the bank nor the voting officer should be written on the ballot.

3) Place the colored "ballot" envelope in the white voting envelope. Fill out the front of the white voting envelope and seal it.

4) Return the white voting envelope containing the colored "ballot" envelope to this Bank. For your convenience, a self-addressed envelope is attached.
The Federal Reserve Act allows 15 days for balloting. The polls will open on November 14, 2001 and close at noon on November 29, 2001. For your vote to count it must be received here at the Bank by the time the polls close.
At noon on November 29, 2001, the ballot box will be opened at the Federal Reserve Bank of Philadelphia, and the envelopes containing the ballots will be opened. The votes will be counted, and the results of the election announced. The candidates are invited to be present or represented on that occasion.
While banks in Group 3 will not vote in this election, this circular is sent to them without voting ballots for their information.

Additional Information: Inquiries concerning this circular letter should be directed to Herbert E. Taylor, Vice President and Secretary, at (215) 574-6439.

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