Form 8-K

8-K — FULTON FINANCIAL CORP

Accession: 0001552781-26-000299

Filed: 2026-05-05

Period: 2026-05-01

CIK: 0000700564

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — e26236_fult-8k.htm (Primary)

EX-1.1 (e26236_ex1-1.htm)

EX-4.2 (e26236_ex4-2.htm)

EX-5.1 (e26236_ex5-1.htm)

EX-5.2 (e26236_ex5-2.htm)

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UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to

Section 13 or 15(d)

of the Securities

Exchange Act of 1934

May

1, 2026

Date of Report

(Date of Earliest

Event Reported)

Fulton

Financial Corporation

(Exact Name

of Registrant as Specified in its Charter)

Pennsylvania

001-39680

23-2195389

(State or Other Jurisdiction of Incorporation)

(SEC Commission File Number)

(IRS Employer Identification Number)

One Penn Square, P.O. Box

4887 Lancaster, Pennsylvania

17604

(Address of Principal Executive Offices)

(Zip Code)

(717)

291-2411

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐

Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $2.50 per share

FULT

The

Nasdaq Stock Market, LLC

Depositary

Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock Series A

FULTP

The

Nasdaq Stock Market, LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging

growth company ☐

If an

emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

5.950% Fixed-to-Floating Rate Subordinated Notes

due 2036

On May 5, 2026, Fulton Financial Corporation, a Pennsylvania

corporation (“we”, “us” or the “Company”), completed its previously announced underwritten public offering

(the “Offering”) of $300,000,000 aggregate principal amount of its 5.950% Fixed-to-Floating Rate Subordinated Notes due 2036

(the “Notes”). The Notes were sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-289488) (the

“Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2025, and were

offered to the public pursuant to the prospectus supplement, dated May 1, 2026, supplementing the prospectus, dated August 11, 2025, which

is contained in and forms a part of the Registration Statement.

The Company intends to use the net proceeds from the

Offering to repay $195,000,000 aggregate principal amount of its outstanding 3.250% Fixed-to-Floating Rate Subordinated Notes due 2030

and for general corporate purposes.

In connection with the Offering, the Company entered

into an underwriting agreement, dated May 1, 2026 (the “Underwriting Agreement”) with Piper Sandler & Co. and J.P. Morgan

Securities LLC. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary

conditions to closing, obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit

1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Indenture

The Notes were issued pursuant to an Indenture, dated

as of November 17, 2014 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee

(in such capacity, the “Trustee”), as supplemented by a Fourth Supplemental Indenture thereto, dated as of May 5, 2026 (the

“Fourth Supplemental Indenture”), between the Company and the Trustee. The Notes are subordinated, unsecured obligations of

the Company and: (i) rank junior to all of the Company’s existing and future senior indebtedness; (ii) rank equal in right of payment

with any of the Company’s existing and future subordinated indebtedness; (iii) are effectively subordinate to the Company’s secured indebtedness

to the extent of the value of the collateral securing such indebtedness; and (iv) are structurally subordinated to any existing and future

obligations of the Company’s subsidiaries, including deposit liabilities and claims of other creditors of our bank subsidiaries.

The Notes will bear interest from and including May

5, 2026 to, but excluding, May 15, 2031 at a fixed rate of 5.950% per annum, payable semi-annually in arrears on May 15 and November 15

of each year, commencing on November 15, 2026. From and including May 15, 2031 to, but excluding, May 15, 2036 (unless redeemed prior

to such date), the Notes will bear interest at a floating rate per annum equal to a benchmark rate (reset quarterly) (which is expected

to be Three-Month Term SOFR) plus 217 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of

each year, commencing on August 15, 2031. Notwithstanding the foregoing, if the benchmark is less than zero, the benchmark will be deemed

to be zero. The Notes will mature on May 15, 2036, unless earlier redeemed.

The Notes may be redeemed at our option, beginning

on May 15, 2031, and on any day thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes

to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made in accordance

with the applicable procedures of The Depository Trust Company.

The foregoing summaries of the Underwriting Agreement,

the Base Indenture, the Fourth Supplemental Indenture and the Notes, respectively, are not complete and are each qualified in their entirety

by reference to the complete text of the respective documents (or, in the case of the Notes, the form thereof), each of which is attached

hereto as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference in their

entirety.

Item 9.01 Financial Statements and Other Exhibits.

(d) Exhibits.

Number

Description

1.1

Underwriting Agreement, dated May 1, 2026, by and among Fulton Financial Corporation, Piper Sandler & Co. and J.P. Morgan Securities LLC

4.1

Indenture, dated November 17, 2014, between Fulton Financial Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K, filed November 17, 2014)

4.2

Fourth Supplemental Indenture, dated May 5, 2026, between Fulton Financial Corporation and Wilmington Trust, National Association, as trustee

4.3

Form of 5.950% Fixed-to-Floating Rate Subordinated Note due 2036 (included in Exhibit 4.2)

5.1

Opinion of Holland & Knight LLP

5.2

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1

Consent of Holland & Knight LLP (included in Exhibit 5.1)

23.2

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Fulton Financial Corporation

Date: May 5, 2026

By:

/s/ Richard S.

Kraemer

Richard S. Kraemer

Senior Executive Vice President and

Chief Financial Officer

EX-1.1

Filename: e26236_ex1-1.htm · Sequence: 2

Exhibit

1.1

$300,000,000

5.950% Fixed-to-Floating Rate Subordinated Notes due 2036

FULTON FINANCIAL CORPORATION

UNDERWRITING

AGREEMENT

May 1, 2026

Piper

Sandler & Co.

J.P.

Morgan Securities LLC

c/o Piper Sandler & Co.

1251 Avenue of the Americas, 6th Floor

New York, New York 10020

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Fulton

Financial Corporation, a Pennsylvania corporation (the “Company”), confirms its agreement (the “Agreement”) with

Piper Sandler & Co. and J.P. Morgan Securities LLC (each, an “Underwriter” and, collectively, the “Underwriters”),

acting severally and not jointly, with respect to the issue and sale by the Company and the purchase by the Underwriters of $300,000,000

aggregate principal amount of its 5.950% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Securities”). The Securities

will be issued in book-entry only form to Cede & Co. as nominee of The Depository Trust Company (“DTC”).

The

Securities will be issued pursuant to the Indenture between the Company and Wilmington Trust, National Association, as Trustee (the “Trustee”),

dated as of November 17, 2014, as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the

Closing Time (as defined in ‎Section 2 hereof), between the Company and the Trustee (collectively, the “Indenture”).

The Indenture and this Agreement are hereinafter referred to collectively as the “Operative Documents.”

Page 1 of 34

The

Company has filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement”

(as defined in Rule 405 of the rules and regulations (the “1933 Act Regulations”) of the Commission under the Securities

Act of 1933 (the “1933 Act”)) on Form S-3ASR (No. 333-289488) covering the registration of certain securities, including

the Securities, under the 1933 Act and the 1933 Act Regulations, which registration statement, and any post-effective amendment thereto,

became effective upon filing under Rule 462(e) under the 1933 Act Regulations (“Rule 462(e)”). Such registration statement,

at any given time, including any amendments thereto existing at such time, the exhibits and any schedules thereto on file with the Commission

at such time, the information incorporated by reference therein pursuant to Item 12 of Form S-3 at such time and the information otherwise

deemed to be a part thereof or included therein at such time by the 1933 Act Regulations, is referred to herein as the “Registration

Statement.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement

with respect to the Securities with the Commission in accordance with the provisions of Rule 430B under the 1933 Act Regulations (“Rule

430B”) and Rule 424(b) under the 1933 Act Regulations (“Rule 424(b)”). Any information included in each such prospectus

supplement that was omitted from the Registration Statement or any post-effective amendment thereto that is deemed to be part thereof

and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The final prospectus and

each prospectus supplement relating to the Securities, including the documents incorporated by reference or deemed to be incorporated

by reference therein pursuant to Item 12 of Form S-3, in the form first furnished to the Underwriters for use in connection with the

offering of the Securities, are collectively referred to herein as the “Prospectus.” Each prospectus and related prospectus

supplement used in connection with the offering of the Securities that omitted the Rule 430B Information is herein called a “preliminary

prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any preliminary prospectus

or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its

Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“EDGAR”).

All

references in this Agreement to financial statements and schedules, interactive data and other information which is “contained,”

“included” or “stated” (or other references of like import) in the Registration Statement, the Prospectus, the

Disclosure Package (as defined below) or any preliminary prospectus shall be deemed to include all such financial statements and schedules,

interactive data and other information which are incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a

part of or included in the Registration Statement, the Prospectus the Disclosure Package or any preliminary prospectus, as the case may

be, prior to the execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement,

the Prospectus, the Disclosure Package or any preliminary prospectus shall be deemed to include the filing of any document under the

Securities Exchange Act of 1934 (the “1934 Act”), and the rules and regulations promulgated thereunder (the “1934 Act

Regulations”), which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included

in the Registration Statement, the Prospectus or any preliminary prospectus, as the case may be, after the execution of this Agreement.

Page 2 of 34

SECTION

1. Representations and Warranties.

The

Company represents and warrants to each of the Underwriters as of the date hereof, as of the Applicable Time (as defined in ‎Section

1(b) hereof) and as of the Closing Time, and agrees with each of the Underwriters, as follows:

(a) Status

as Well-Known Seasoned Issuer. (1) At the time of

filing the Registration Statement, (2) at the time of each subsequent amendment to the Registration

Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such

amendment was by post-effective amendment, incorporated report filed pursuant to Section

13 or 15(d) of the 1934 Act or form of prospectus), (3) at the time the Company or any person

acting on its behalf (within the meaning, for this subsection only, of Rule 163(c) under

the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption

of Rule 163 under the 1933 Act Regulations (“Rule 163”) and (4) at the date hereof,

the Company was and is a “well-known seasoned issuer” (as defined in Rule 405),

including not having been and not being an “ineligible issuer” (as defined in

Rule 405). The Registration Statement is an “automatic shelf registration statement”

(as defined in Rule 405), and the Securities, as of the date of their registration on the

Registration Statement, were, and, as of the date hereof and as of the Closing Time, remain,

eligible for registration by the Company on an “automatic shelf registration statement”

under Rule 405. The Company has not received from the Commission any notice pursuant to Rule

401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration

statement form.

the earliest time that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the

1933 Act Regulations) of the Securities, the Company was not nor is an “ineligible issuer” (as defined in Rule 405).

(b) Registration

Statement, Prospectus and Disclosure Package at Time of Sale. The Registration Statement

became effective upon filing under Rule 462(e) on August 11, 2025 and any post-effective

amendment to the Registration Statement also will become effective upon filing under Rule

462(e). No stop order suspending the effectiveness of the Registration Statement has been

issued under the 1933 Act and no proceedings for that purpose have been instituted or, to

the knowledge of the Company, are pending or are contemplated by the Commission, and any

request on the part of the Commission for additional information has been complied with.

Any

offer that is a written communication relating to the Securities made by the Company or any person acting on its behalf (within the meaning,

for this subsection only, of Rule 163(c) under the 1933 Act Regulations) prior to the filing of the Registration Statement or any amendment

thereto has been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements

of Rule 163, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the

1933 Act provided by Rule 163.

Page 3 of 34

the time the Registration Statement became effective, at each deemed effective date with respect to the Securities pursuant to Rule 430B(f)(2)

of the 1933 Act Regulations and at the Closing Time, the Registration Statement complied, complies and will comply in all material respects

with the requirements of the 1933 Act, the 1933 Act Regulations, the Trust Indenture Act of 1939 (the “1939 Act”), and the

rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), and did not, does not and will not

contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the

statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, when read together with the Prospectus,

at the time the Prospectus or any such amendment or supplement was filed or at the Closing Time, included or will include an untrue statement

of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus complied, when filed with

the Commission, in all material respects with the 1933 Act, 1933 Act Regulations and the 1939 Act, and each preliminary prospectus and

the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities was identical to the electronically

transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

of the Applicable Time, any Issuer General Use Free Writing Prospectus (as defined below) and the Statutory Prospectus (as defined below),

when considered together (collectively, as of the Applicable Time, the “Disclosure Package”), did not include any untrue

statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading.

used in this subsection and elsewhere in this Agreement:

“Applicable

Time” means 3:38 p.m. (New York City time) on May 1, 2026, or such other time as agreed by the Company and the Underwriters.

“Statutory

Prospectus” as of any time means the applicable prospectus relating to the Securities that is, immediately prior to that time,

either included in the Registration Statement or deemed to be a part thereof, including any document incorporated therein by reference

immediately prior to that time and any preliminary prospectus deemed to be a part thereof.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus” (as defined in clause (h)(1) of Rule 433 of the

1933 Act Regulations (“Rule 433”)) relating to the Securities that (i) is required to be filed with the Commission by the

Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required

to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the

Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the

Commission or, if not required to be filed, in the form retained in the records of the Company pursuant to Rule 433(g).

Page 4 of 34

“Issuer

General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective

investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)),

as evidenced by its being specified in ‎Schedule II hereto.

Any

Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offer and sale of the

Securities or until any earlier date that the Company notified or notifies the Underwriters in writing, did not, does not and will not

include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the

Prospectus, including any document incorporated therein by reference and any preliminary or other prospectus deemed to be a part thereof

that has not been superseded or modified.

The

representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the

Prospectus made in reliance upon and in conformity with the written information furnished to the Company through the Underwriters specifically

for inclusion therein, which information is limited to the Underwriters’ Information (as defined in Section 6(a) below).

Documents. The documents incorporated or deemed

to be incorporated by reference in the preliminary prospectus or the Prospectus, when read

together with the other information in the preliminary prospectus or the Prospectus, at the

time the Registration Statement became effective or such documents were filed with the Commission,

as the case may be, did not, and at the earlier of the time the Prospectus was first used

and the first “time of sale,” within the meaning of Rule 159 under the 1933 Act

Regulations, of Securities in this offering and at the Closing Time will not, include an

untrue statement of a material fact or omit to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made,

not misleading. The documents incorporated or deemed to be incorporated by reference in the

Prospectus, when filed with the Commission, conformed or will conform, as the case may be,

in all material respects to the applicable requirements of the 1934 Act and the 1934 Act

Regulations.

(d) Independent

Accountants. KPMG LLP, the accounting firm who certified

the financial statements and supporting schedules of the Company included in the Registration

Statement and the Prospectus, is an independent registered public accounting firm as required

by the 1933 Act and the 1933 Act Regulations and the rules of the Public Company Accounting

Oversight Board.

Page 5 of 34

(e) Financial

Statements. The consolidated historical financial

statements, together with the related schedules and notes, included in the preliminary prospectus,

the Prospectus, the Disclosure Package and the Registration Statement present fairly, in

all material respects, the financial position of the Company and its consolidated subsidiaries

at the dates indicated, and the statements of income, changes in shareholders’ equity

and cash flows of the Company and its consolidated subsidiaries for the periods specified.

Such financial statements have been prepared in conformity with generally accepted accounting

principles in the United States (“GAAP”) applied on a consistent basis throughout

the periods involved, provided that certain consolidated historical financial information

is supplemented with non-GAAP measures as indicated in such disclosures. The supporting schedules,

if any, included therein present fairly, in all material respects, in accordance with GAAP

the information required to be stated therein. The summary financial data included therein

present fairly, in all material respects, the information shown therein and have been compiled

on a basis consistent with that of the audited financial statements included in the Prospectus,

the Disclosure Package and the Registration Statement. All disclosures included in the most

recent preliminary prospectus, the Prospectus, the Disclosure Package and the Registration

Statement regarding “non-GAAP financial measures” (as such term is defined by

the rules and regulations of the Commission) comply in all material respects with Regulation

G of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable.

(f) Interactive

Data. The interactive data in eXtensible Business

Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance

with the requirements of the 1933 Act and the Commission’s rules and guidelines applicable

thereto.

(g) No

Material Adverse Change in Business. Since the respective

dates as of which information is given in the Prospectus, the Disclosure Package and the

Registration Statement, except as otherwise stated therein, (1) neither the Company nor any

of its subsidiaries has incurred any losses or interference with its business from fire,

explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance,

or from any strike, labor dispute or court or governmental action, order or decree that are

material, individually or in the aggregate, to the Company and the subsidiaries, taken as

a whole, (2) there has been no material adverse change, or any development which could reasonably

be expected to have a material adverse change, (i) in the condition, financial or otherwise,

or in the earnings, properties, business affairs or business prospects of the Company and

its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course

of business or (ii) in the ability of the Company to perform its obligations under, and to

consummate the transactions contemplated by, this Agreement (each of (i) and (ii), a “Material

Adverse Effect”), (3) neither the Company nor any of its subsidiaries has entered any

transaction, other than in the ordinary course of business, that is material to the Company

and its subsidiaries, considered as one enterprise, (4) there has not been any material change

in the capital stock of the Company or any of its Significant Subsidiaries (as defined below)

(other than issuances or other transfers of capital stock in the ordinary course of business

pursuant to the Company’s employee benefit plans, the Company’s dividend reinvestment

plan and any employee stock purchase plan or repurchases of common stock by the Company pursuant

to a share repurchase program disclosed in the Prospectus) or any material increase in the

long term indebtedness of the Company or its Significant Subsidiaries, and (5) except for

the dividend declared April 1, 2026 and paid April 15, 2026, the Company has not declared,

paid or made any dividend or distribution of any kind on any class of its capital stock (each

of clauses (1), (2), (3), (4) and (5), a “Material Adverse Change”).

Page 6 of 34

(h) Regulatory

Enforcement Matters. Except as disclosed in the

Registration Statement, the Prospectus and the Disclosure Package, neither the Company nor

any of its subsidiaries is subject or is party to, or has received any written notice that

any of them may or will become subject or party to any investigation with respect to, any

cease-and-desist order, written agreement, consent agreement, memorandum of understanding

or other regulatory enforcement action, proceeding or order with or by, or is a party to

any commitment letter or similar undertaking to, or is subject to any directive by, or has

been a recipient of any supervisory letter from, or has adopted any board resolutions at

the request of, any Regulatory Agency (as defined below) that in any material respect (considered

on a consolidated basis) currently relates to or restricts the conduct of their business

or that in any manner relates to their capital adequacy, their credit policies, or their

management (each, a “Regulatory Agreement”), nor has the Company or any of its

subsidiaries been advised in writing by any Regulatory Agency that it is considering issuing

or requesting any such Regulatory Agreement, where any such Regulatory Agreement could reasonably

be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement,

the Prospectus and the Disclosure Package, there is no unresolved violation, criticism or

exception by any Regulatory Agency with respect to any report or statement relating to any

examination of the Company or any of its subsidiaries which, in the reasonable judgment of

the Company, is expected to result in a Material Adverse Effect or is expected to prevent

or materially delay the transactions contemplated by this Agreement. As used herein, the

term “Regulatory Agency” means any federal or state agency charged with the supervision

or regulation of depository institutions, or holding companies of depository institutions,

or engaged in the insurance of depository institution deposits, or engaged in the regulation

and enforcement of consumer financial services, or any court, administrative agency or commission

or other federal or state governmental agency, authority or instrumentality having supervisory

or regulatory authority with respect to the Company or any of its subsidiaries.

(i) Good

Standing of the Company. The Company has been duly

organized and is validly existing as a corporation in good standing under the laws of the

Commonwealth of Pennsylvania and has corporate power and authority to own, lease and operate

its properties and to conduct its business as described in the Registration Statement, the

Prospectus and the Disclosure Package, to enter into and perform its obligations under each

of the Operative Documents to which it is a party, and to issue the Securities, and is duly

qualified as a foreign corporation to transact business and is in good standing in each other

jurisdiction in which such qualification or license is required, whether by reason of the

ownership or leasing of property or the conduct of business, except where the failure to

so qualify or be in good standing would not result in a Material Adverse Effect.

(j) Financial

Holding Company. The Company is duly registered

as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC

Act”), does not (directly or indirectly) own or control the stock or voting securities

of any depository institution other than the Bank (as defined below) and BFB (as defined

below), and its direct and indirect activities and investments are authorized for a bank

holding company and its subsidiaries pursuant to the BHC Act. The Company is “well

capitalized” as that term is defined at 12 CFR part 225. The Company is a “financial

holding company” as such term is defined in 12 C.F.R. § 225.81.

Page 7 of 34

(k) Subsidiaries.

Each “significant subsidiary” of the Company (as such term is defined in Rule

1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively,

the “Significant Subsidiaries”) has been duly organized and is validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization,

has corporate or similar power and authority to own, lease and operate its properties and

to conduct its business as described in the Registration Statement, the Prospectus and the

Disclosure Package and is duly qualified and licensed to transact business and is in good

standing in each foreign jurisdiction in which such qualification is required, whether by

reason of the ownership or leasing of property or the conduct of business, except where the

failure to so qualify or to be in good standing would not result in a Material Adverse Effect.

Fulton Bank, N.A. (the “Bank”) is a national banking association formed under

the laws of the United States and authorized thereunder to transact in the business of banking.

The Bank is a member in good standing of its applicable Federal Home Loan Bank. The deposit

accounts of the Bank are insured up to the applicable limit by the Federal Deposit Insurance

Corporation (the “FDIC”), all premiums and assessments required to be paid in

connection therewith have been paid when due, and no proceedings for the revocation or termination

of such insurance is pending or, to the knowledge of the Company, threatened. The Bank is

“well capitalized” as that term is defined at 12 CFR part 6. Blue Foundry Bank

(“BFB”) is a New Jersey-chartered stock savings bank. The deposit accounts of

BFB are insured up to the applicable limit by the FDIC, all premiums and assessments required

to be paid in connection therewith have been paid when due, and no proceedings for the revocation

or termination of such insurance is pending or, to the knowledge of the Company, threatened.

BFB is “well capitalized” as that term is defined at 12 CFR part 324. The only

Significant Subsidiary of the Company is Fulton Bank, N.A.

(l) Capital

Stock Duly Authorized and Validly Issued. All of

the issued and outstanding shares of capital stock of the Company have been duly authorized

and validly issued and are fully paid and nonassessable. All of the issued and outstanding

shares of capital stock of the Bank have been duly authorized and validly issued, are fully

paid and nonassessable and all issued and outstanding shares of capital stock of the Bank

and BFB are owned by the Company, directly or through one or more other subsidiaries, free

and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable

right.

(m) Capitalization.

The authorized, issued and outstanding capital stock and consolidated long term debt (i.e.,

a maturity greater than one year) of the Company as of December 31, 2025 is as set forth

in the Prospectus under “Capitalization.” There have not been any subsequent

issuances of capital stock of the Company since such date, except (i) issuances of common

stock pursuant to exercises of employee stock options or (ii) issuances of common stock pursuant

to the closing of the Company’s acquisition of Blue Foundry Bancorp, a Delaware corporation.

Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package,

there have not been any additional long-term borrowings by the Company or its consolidated

subsidiaries since such date, except, with respect to the Bank, pursuant to Federal Home

Loan Bank advances or securities sold under agreements to repurchase by the Bank in its ordinary

course of business.

Page 8 of 34

(n) Authorization

of Agreement. This Agreement has been duly authorized,

executed and delivered by the Company.

(o) Authorization

of Indenture. The Indenture has been duly authorized

by the Company and, when executed and delivered by the Company, the Indenture will constitute

a valid, legal and binding agreement of the Company, enforceable against the Company in accordance

with its terms, except to the extent that enforceability may be limited by (1) bankruptcy,

insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or

hereafter in effect relating to creditors’ rights generally and (2) general principles

of equity (regardless of whether enforceability is considered in a proceeding at law or in

equity) (collectively, the “Enforceability Exceptions”).

(p) Authorization

of Securities. The Securities have been duly authorized

by the Company and, at the Closing Time, will have been duly executed by the Company and,

when authenticated in the manner provided for in the Indenture and delivered by the Company

against payment therefor as described in the Prospectus or as contemplated in the Indenture,

will constitute valid, legal and binding obligations of the Company, enforceable against

the Company in accordance with their terms, except to the extent that enforceability may

be limited by the Enforceability Exceptions; the Securities will be in the form contemplated

by, and will be entitled to the benefits of, the Indenture.

(q) Qualification

under 1939 Act. The Indenture has been duly qualified

with respect to the Securities under the 1939 Act.

(r) Not

an Investment Company. The Company is not, and immediately

following consummation of the transactions contemplated hereby and the application of the

net proceeds as described in the Registration Statement, the Prospectus and the Disclosure

Package, the Company will not be, an “investment company” or an entity controlled

by an “investment company,” in each case within the meaning of Section 3(a) of

the Investment Company Act of 1940, as amended (the “1940 Act”), without regard

to Section 3(c) of the 1940 Act.

(s) Descriptions

of Securities. The Securities will conform, in all

material respects, to all statements relating thereto contained in the Registration Statement,

the Prospectus and the Disclosure Package.

Page 9 of 34

(t) Absence

of Defaults and Conflicts. Neither the Company nor

any of its subsidiaries is (1) in violation of its charter, bylaws or other organizational

document, (2) in default in the performance or observance of any obligation, agreement, covenant

or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit

agreement, note, lease or other agreement or instrument to which it is a party or by which

it or any of them may be bound or to which any of its assets is subject (collectively, “Agreements

and Instruments”), except for such defaults that would not, individually or in the

aggregate, result in a Material Adverse Effect, or (3) except as disclosed in the Registration

Statement, the Prospectus and the Disclosure Package, in violation of any U.S. or non-U.S.

federal, state or local statute, law (including, without limitation, common law) or ordinance,

or any judgment, decree, rule, regulation, order or injunction of any U.S. or non-U.S. federal,

state, local or other governmental or regulatory authority, governmental or regulatory agency

or body, court, arbitrator or self-regulatory organization applicable to the Company, the

Bank or BFB, or any of their respective properties, assets or operations (each, a “Governmental

Entity”), except for any such default or violation that would not, individually or

in the aggregate, have a Material Adverse Effect. The execution, delivery and performance

of the Operative Documents and the Securities by the Company, the issuance, sale and delivery

of the Securities, the consummation of the transactions contemplated by the Operative Documents

and the Securities (including the use of the proceeds from the sale of the Securities), and

compliance by the Company with the terms of the Operative Documents and the Securities have

been duly authorized by all necessary corporate action on the part of the Company, and do

not and will not, whether with or without the giving of notice or passage of time or both,

(1) violate, conflict with or constitute a breach of, or default or Repayment Event (as defined

below) under, or result in the creation or imposition of any, security interest, mortgage,

pledge, lien, charge, encumbrance, claim or equitable right upon any assets of the Company

or the Bank pursuant to, any of the Agreements and Instruments, (2) result in any violation

of any provision of the charter, bylaws or other organizational document of the Company,

the Bank or BFB or (3) result in any violation by the Company, the Bank or BFB of any applicable

law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity,

except in the case of clause (1) and (3), as would not, individually or in the aggregate,

result in a Material Adverse Effect. As used herein, a “Repayment Event” means

any event or condition that gives, or with the giving of notice or lapse of time would give,

the holder of any note, debenture or other evidence of indebtedness (or any person acting

on such holder’s behalf) the right to require the repurchase, redemption or repayment

of all or a portion of such indebtedness by the Company or any of its subsidiaries or any

of their respective properties.

(u) Absence

of Labor Dispute. No labor dispute with the employees

of the Company or the Bank exists or, to the knowledge of the senior management of the Company,

is contemplated or threatened, which would reasonably be expected to have a Material Adverse

Effect.

Page 10 of 34

(v) Compliance

with ERISA. Each of the Company, its subsidiaries

and each ERISA Affiliate (as hereinafter defined) has fulfilled its obligations, if any,

under the minimum funding standards of Section 302 of the United States Employee Retirement

Income Security Act of 1974, as amended (“ERISA”) with respect to each “pension

plan” (as defined in Section 3(2) of ERISA), subject to Section 302 of ERISA, which

the Company, its subsidiaries or any ERISA Affiliate sponsors or maintains, or with respect

to which it has (or within the last three years had) any obligation to make contributions,

and each such plan is in compliance in all respects with the presently applicable provisions

of ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), except

where such failure to fulfil its obligations or such non-compliance would not result in a

Material Adverse Effect. None of the Company, its subsidiaries or any ERISA Affiliate has

incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for

the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA,

except where such unpaid liability would not result in a Material Adverse Effect. No prohibited

transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has

occurred with respect to any such plan, excluding transactions effected pursuant to a statutory

or administrative exemption, that could reasonably be expected to result in a material liability

to the Company and its subsidiaries taken as a whole. “ERISA Affiliate” means

a corporation, trade or business that is, along with the Company or any subsidiary, a member

of a controlled group of corporations or a controlled group of trades or businesses, as described

in Section 414 of the Code or Section 4001 of ERISA.

(w) Absence

of Proceedings. Except as disclosed in the Registration

Statement, the Prospectus and the Disclosure Package, there is no action, suit, proceeding,

inquiry or investigation before or brought by any Governmental Entity, now pending, or, to

the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries,

which (1) is required to be disclosed in the Registration Statement or the Prospectus; (2)

would reasonably be expected to have a Material Adverse Effect or (3) would reasonably be

expected to materially and adversely affect the consummation of the transactions contemplated

by this Agreement, the other Operative Documents or the Securities or the performance by

the Company of its obligations hereunder or thereunder. Except as described in the Registration

Statement, the Prospectus and the Disclosure Package, there are no legal or governmental

proceedings to which the Company or any of its subsidiaries is a party or of which any of

their respective assets is the subject, including ordinary routine litigation incidental

to the business, which would, in the aggregate, reasonably be expected to have a Material

Adverse Effect.

(x) Absence

of Further Requirements. No filing with, or authorization,

approval, consent, license, order, registration, qualification or decree of, any Governmental

Entity, other than those that have been made or obtained, is necessary or required for the

authority, execution, delivery or performance by the Company of its obligations under the

Operative Documents or the Securities, or the consummation by the Company of the transactions

contemplated thereunder, except as may be required under the 1933 Act, the 1933 Act Regulations,

the rules of the Nasdaq Global Select Market, securities laws of any state or non-U.S. jurisdiction,

or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Page 11 of 34

(y) Possession

of Licenses and Permits. The Company and its subsidiaries

possess such permits, licenses, approvals, consents and other authorizations (collectively,

“Governmental Licenses”) issued by the appropriate Governmental Entities that

are necessary to conduct their respective businesses as described in the Registration Statement,

the Prospectus and the Disclosure Package, and have made all declarations and filings with

the appropriate Governmental Entities that are necessary for the conduct of their respective

businesses as described in the Registration Statement, the Prospectus and the Disclosure

Package, except where the failure to possess such Governmental Licenses or make such declarations

or filings would not, individually or in the aggregate, have a Material Adverse Effect. The

Company and its subsidiaries are in compliance with the terms and conditions of all such

Governmental Licenses, except where the failure so to comply would not, individually or in

the aggregate, have a Material Adverse Effect. All of the Governmental Licenses are valid

and in full force and effect, except when the invalidity of such Governmental Licenses or

the failure of such Governmental Licenses to be in full force and effect would not, individually

or in the aggregate, have a Material Adverse Effect. None of the Company or any of its subsidiaries

has received any notice of proceedings relating to the revocation or modification of any

such Governmental Licenses which, individually or in the aggregate, is reasonably expected

to have a Material Adverse Effect.

(z) Conduct

of Business. Except as otherwise disclosed in the

Registration Statement, the Prospectus and the Disclosure Package, each of the Company and

the Bank is conducting its business in compliance with all laws, rules, regulations, decisions,

directives and orders, and all regulations and orders of, or agreements with, Governmental

Entities applicable to it, except where failure to so comply would not, individually or in

the aggregate, be reasonably expected to have a Material Adverse Effect.

(aa) Environmental

Matters. Each of the Company and its subsidiaries

are in compliance with all applicable federal, state and local laws, rules and regulations,

and decisions and orders relating to the protection of human health and safety, the environment

or hazardous or toxic substances or wastes, pollutants or contaminants, including, without

limitation, those applicable to emissions to the environment, waste management and waste

disposal (collectively, the “Environmental Laws”), except where such noncompliance

would not, individually or in the aggregate, have a Material Adverse Effect, and, to the

knowledge of the Company, there are no circumstances that would prevent, interfere with or

materially increase the cost of such compliance in the future. There is no claim under any

Environmental Law, including common law, pending or, to the knowledge of the Company, threatened

against the Company or any of its subsidiaries (an “Environmental Claim”), which

would have a Material Adverse Effect, and, to the knowledge of the Company, under applicable

law, there are no past or present actions, activities, circumstances, events or incidents,

including without limitation, releases of any material into the environment, that are reasonably

likely to form the basis of any Environmental Claim against the Company or the Bank which

would, individually or in the aggregate, have a Material Adverse Effect.

Page 12 of 34

(bb) Title

to Property. Each of the Company and its subsidiaries

has good and marketable title in fee simple to all of its real and personal properties, reflected

as owned in the consolidated financial statements or as described in the Prospectus, in each

case free and clear of all liens, encumbrances, claims and defects, except as do not materially

interfere with the use made and proposed to be made of such property by the Company or such

subsidiary or which would not, individually or in the aggregate, have a Material Adverse

Effect. All of the leases and subleases under which the Company or any of its subsidiaries

holds properties used in its business are in full force and effect, except where the failure

of such leases and subleases to be in full force and effect and would not, individually or

in the aggregate, have a Material Adverse Effect. None of the Company or any of its subsidiaries

has any notice of any claim of any sort that has been asserted by anyone adverse to the rights

of the Company or any of its subsidiaries under any of the leases or subleases mentioned

above, or affecting or questioning the rights of such entity to the continued possession

of the leased or subleased premises under any such lease or sublease, except any claim that

would not, individually or in the aggregate, have a Material Adverse Effect.

(cc) Intellectual

Property. Each of the Company and its subsidiaries

owns or possesses all necessary and adequate patents, patent rights, licenses, inventions,

copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary

or confidential information, systems or procedures), trademarks, service marks, trade names

or other intellectual property (collectively, “Intellectual Property”) presently

employed by it in connection with the business now operated by it or reasonably necessary

in order to conduct such business, and none of the Company or any of its subsidiaries has

received any notice or is otherwise aware of any infringement of or conflict with asserted

rights of others with respect to any Intellectual Property or any facts or circumstances

which would render any Intellectual Property invalid or inadequate to protect the interest

of the Company or any of its subsidiaries therein, except where the failure to possess such

Intellectual Property or where such infringement or conflict (if the subject of any unfavorable

decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate,

would not have a Material Adverse Effect.

(dd) Taxes.

The Company and each Significant Subsidiary has, through the date hereof: (i) timely filed

all tax returns required to be filed and such returns are true correct and complete, and

(ii) timely paid all federal, state, local and foreign taxes required to be paid by it, except

to the extent any such taxes are being contested in good faith and for which adequate reserves

have been made under GAAP, except where the failure to timely file such tax returns or to

timely pay such taxes would not, individually or in the aggregate, result in a Material Adverse

Effect. Giving effect to any applicable extensions and except as otherwise disclosed in the

Registration Statement, the Prospectus and the Disclosure Package, there is no material tax

deficiency that has been, or could reasonably be expected to be, asserted against the Company

or the Bank or any of their respective assets.

Page 13 of 34

(ee) Insurance.

The Company and the Bank have insurance covering their respective assets, operations, personnel

and businesses, including business interruption insurance, which insurance is in such amounts

and insures against such losses and risks as are adequate to protect the Company and the

Bank and their respective assets, operations, personnel and businesses; and neither the Company

nor the Bank has (i) received notice from any insurer or agent of such insurer that capital

improvements or other expenditures are required or necessary to be made in order to continue

such insurance or (ii) any reason to believe that it will not be able to renew its existing

insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable

cost from similar insurers as may be necessary to continue its business.

(ff) Payment

of Dividends. No subsidiary of the Company is currently

prohibited, directly or indirectly, from paying any dividends to the Company, from making

any other distribution on such subsidiary’s capital stock, from transferring any of

its property or assets to the Company or any other subsidiary of the Company, or from repaying

to the Company any loans or advances to such subsidiary from the Company, except as disclosed

in the Registration Statement, the Prospectus and the Disclosure Package.

(gg) Sarbanes-Oxley

Act. The Company and its directors and officers,

in their capacities as such, are in compliance in all material respects with all applicable

provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder

or implementing the provisions thereof with which the Company or any of its directors or

officers is required to comply.

(hh) Accounting

and Disclosure Controls. The Company and its subsidiaries

maintain systems of internal accounting controls sufficient to provide reasonable assurance

that: (1) transactions are executed in accordance with management’s general or specific

authorizations; (2) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability; (3) access to assets

is permitted only in accordance with management’s general or specific authorization;

(4) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences; and (5) the interactive

data in eXtensible Business Reporting Language included or incorporated by reference in the

Registration Statement fairly presents the information called for in all material respects

and is prepared in accordance with the requirements of the 1933 Act and the Commission’s

rules and guidance applicable thereto. The Company’s internal control over financial

reporting is effective in all material respects, and since the date of the latest audited

financial statements included in the Registration Statement, the Prospectus and the Disclosure

Package, (x) the Company is not aware of any material weaknesses in its internal controls,

and (y) there has been no change in the Company’s internal control over financial reporting

that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting. The Company maintains disclosure controls and

procedures (as such term is defined in Rule 13a-15(e) of the 1934 Act Regulations); and such

disclosure controls and procedures have been designed to ensure that material information

relating to the Company and its subsidiaries is made known to the Company’s principal

executive officer and principal financial officer by others within those entities; and such

disclosure controls and procedures are effective. The Company has not become aware of any

fraud, whether or not material, that involves management or other employees who have a significant

role in the Company’s internal control over financial reporting.

Page 14 of 34

(ii) Foreign

Corrupt Practices Act. None of the Company or its

subsidiaries or, to the knowledge of the Company, any director, officer, employee or any

agent or other person acting on behalf of the Company or any of its subsidiaries has, in

the course of its actions for, or on behalf of, the Company or any of its subsidiaries (1)

used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful

expenses relating to political activity in violation of the U.S. Foreign Corrupt Practices

Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)

or any applicable non-U.S. anti-bribery statute or regulation; (2) made any direct or indirect

unlawful payment to any domestic government official, “foreign official” (as

defined in the FCPA) or employee from corporate funds; (3) violated or is in violation of

any provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation;

or (4) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful

payment to any domestic government official, such foreign official or employee. The Company

has instituted and maintains procedures designed to ensure, and which are reasonably expected

to continue to ensure, continued compliance with the FCPA and other applicable non-U.S. anti-bribery

rules and regulations based on the business of the Company as conducted on the date hereof.

(jj) Compliance

with Money Laundering Laws. The operations of the

Company and its subsidiaries are, and, to the knowledge of the Company and its subsidiaries,

have been at all times in the past five years, conducted in compliance in all material respects

with applicable financial recordkeeping and reporting requirements of the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable

jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines issued, administered or enforced by any governmental agency (collectively,

the “Money Laundering Laws”), and no action, suit or proceeding by or before

any court or governmental agency, authority or body or any arbitrator involving the Company

or its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge

of the Company or its subsidiaries, threatened.

(kk) Compliance

with OFAC. Neither the Company nor any of its subsidiaries

nor, to the Company’s knowledge, any director, officer, agent, employee, affiliate

of the Company or any of its subsidiaries or other person acting on behalf of the Company

or its subsidiaries, is an individual or entity (an “OFAC Person”), or is owned

or controlled by an OFAC Person, that is currently the subject or target of any sanctions

administered or enforced by the United States government (including, without limitation,

the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),

the United States Department of Commerce and the United Department of State), the United

Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant

sanctions authority (collectively, “Sanctions”), nor is the Company or any of

its subsidiaries located, organized or resident in a country or territory that is the subject

or the target of Sanctions, including, without limitation, the Crimea Region, the so-called

Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea

and Russia (each, a “Sanctioned Country”); and the Company will not directly

or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available

such proceeds to any subsidiary, joint venture partner or other OFAC Person, (i) for the

purpose of financing the activities of or business with any OFAC Person that, at the time

of such funding or facilitation, is the subject or the target of Sanctions, (ii) for the

purpose of financing any activities or business in any Sanctioned Country or (iii) in any

other manner that will result in a violation by any OFAC Person (including any OFAC Person

participating in the transaction, whether as underwriter, advisor, investor or otherwise)

of Sanctions.

Page 15 of 34

(ll) IT

Systems. The Company and its subsidiaries’

information technology assets and equipment, computers, systems, networks, hardware, software,

websites, applications, and databases (collectively, “IT Systems”) are adequate

for, and operate and perform as required in connection with the operation of the business

of the Company and its subsidiaries as currently conducted, and free and clear of all bugs,

errors, defects, Trojan horses, time bombs, malware and other corruptants, except where failure

in the adequacy, operation or performance of such IT Systems would not, individually or in

the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries have

implemented and maintained commercially reasonable controls, policies, procedures, and safeguards

designed to maintain and protect their confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and data (including all personal, personally

identifiable, sensitive, confidential or regulated data (“Personal Data”)) used

in connection with their businesses reasonably consistent with industry standards and practices,

and, to the knowledge of the Company, there have been no breaches, violations, outages or

unauthorized uses of or accesses to same, nor any incidents under internal review or investigations

relating to the same, except where failure to implement or maintain such controls, policies,

procedures and safeguards or the occurrence of breaches, violations, outages or unauthorized

uses or access would not, individually or in the aggregate, result in a Material Adverse

Effect. The Company and its subsidiaries are presently in compliance with all applicable

laws or statutes and all applicable judgments, orders, rules and regulations of any court

or arbitrator or governmental or regulatory authority, internal policies and contractual

obligations relating to the privacy and security of IT Systems and Personal Data and to the

protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation

or modification, except where failure in compliance would not, individually or in the aggregate,

result in a Material Adverse Effect.

(mm) No

Brokers. Other than the Underwriters, there is no

broker, finder or other party that is entitled to receive from the Company or any subsidiary

any brokerage or finder’s fee or other fee or commission or other like payment as a

result of any transactions contemplated by this Agreement.

(nn) Stabilization.

Neither the Company nor any of its subsidiaries has taken or will take, directly or indirectly,

any action designed to, or that might be reasonably expected to, cause or result in stabilization

or manipulation of the price of the Securities.

(oo) Pending

Proceedings and Examinations. The Registration Statement

is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the

1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of

the 1933 Act in connection with the offering of the Securities.

(pp) Statistical

and Market Data. Nothing has come to the attention

of the Company that has caused the Company to believe that the statistical and market-related

data included in the Registration Statement, the Prospectus or the Disclosure Package is

not based on or derived from sources that are reliable or is not accurate in all material

respects.

(qq) Forward-Looking

Statements. No forward-looking statement (within

the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in

the Registration Statement, the Prospectus or the Disclosure Package has been made or reaffirmed

without a reasonable basis or has been disclosed other than in good faith.

Page 16 of 34

(rr) Derivative

Securities. Any and all material swaps, caps, floors,

futures, forward contracts, option agreements (other than employee stock options) and other

derivative financial instruments, contracts or arrangements, whether entered into for the

account of the Company or one of its subsidiaries or for the account of a customer of the

Company or one of its subsidiaries, were entered into in the ordinary course of business

and in accordance with applicable laws, rules, regulations and policies of all applicable

regulatory agencies and with counterparties believed to be financially responsible at the

time. The Company and each of its subsidiaries have duly performed in all material respects

all of their obligations thereunder to the extent that such obligations to perform have accrued.

(ss) Off-Balance

Sheet Transactions. There is no transaction, arrangement

or other relationship between the Company or any of its subsidiaries and an unconsolidated

or other off-balance sheet entity which is required to be disclosed in the Registration Statement,

the Disclosure Package and the Prospectus (other than as disclosed therein).

(tt) Margin

Rules. The application of the proceeds received

by the Company from the issuance, sale and delivery of the Securities as described in the

Registration Statement, the Disclosure Package and the Prospectus will not violate Regulation

T, U or X of the Federal Reserve or any other regulation of the Federal Reserve.

Any

certificate signed by any duly authorized officer of the Company or any of its subsidiaries and delivered to the Underwriters or to counsel

for the Underwriters shall be deemed a representation and warranty by the Company, or applicable subsidiary, as the case may be, to the

Underwriters as to the matters covered thereby.

SECTION

2. Sale and Delivery to Underwriter; Closing.

the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company

agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from

the Company, the aggregate principal amount of the Securities set forth opposite the name of such Underwriter on ‎Schedule I hereto,

at a purchase price equal to 99.00% of the aggregate principal amount thereof.

Delivery

of the Securities shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 1 Manhattan West, New York, New York

10001, or such other place as may be agreed to by the Underwriters and the Company, and payment of the purchase price for the Securities

shall be made by the Underwriters to the Company by wire transfer of immediately available funds contemporaneous with closing at such

place as shall be agreed upon by the Underwriters and the Company at 9:00 a.m. (New York City time) on May 5, 2026, or such other time

not later than ten (10) business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date

of payment and delivery being herein called the “Closing Time”).

Payment

for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank

designated by the Company, against delivery to the Underwriters for the account of each Underwriter of one or more global notes representing

the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global

Note shall be in such denominations and registered in such names as the Underwriters may request in writing at least one full business

day prior to the Closing Time.

Page 17 of 34

performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the

Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may

rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

SECTION

3. Covenants of the Company. The Company covenants

with the Underwriters as follows:

(a) Compliance

with Securities Regulations and Commission Requests.

Prior to the completion of the distribution of the Securities as contemplated in this Agreement

(which the Underwriters will promptly confirm orally to the Company), the Company will notify

the Underwriters promptly, and confirm the notice in writing, (i) when any post-effective

amendment to the Registration Statement or a new registration statement relating to the Securities

shall become effective, or any amendment or supplement to the Disclosure Package or the Prospectus

or any amended Prospectus shall have been used or filed, (ii) of the receipt of any comments

with respect to the Registration Statement from the Commission, (iii) of any request by the

Commission for any amendment to the Registration Statement or the filing of a new registration

statement or any amendment or supplement to the Disclosure Package or the Prospectus or any

document incorporated therein by reference or otherwise deemed to be a part thereof or for

additional information, (iv) of the issuance by the Commission of any stop order suspending

the effectiveness of the Registration Statement or such new registration statement or of

any order preventing or suspending the use of any preliminary prospectus or the Prospectus,

or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction,

or of the initiation or threatening of any proceedings for any of such purposes or of any

examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement

and (v) if the Company becomes aware that it is the subject of a proceeding under Section

8A of the 1933 Act. With respect to the Securities, subject to ‎Section 3(e), the Company

will comply with the requirements of Rule 430B, will prepare the Prospectus in the form approved

by the Underwriters, will effect the filings required under Rule 424(b) in the manner and

within the time period specified therein (without reliance on Rule 424(b)(8)) and will take

such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted

for filing under Rule 424(b) under the 1933 Act Regulations was received for filing by the

Commission and, in the event that it was not, it will promptly file such Prospectus. The

Company will use its commercially reasonable efforts to prevent the issuance of any stop

order or other order and, if any stop order or other order is issued, to obtain the lifting

thereof as soon as possible. The Company shall pay the required filing fees of the Commission

relating to the Securities within the time required by Rule 456(b)(1)(i) under the 1933 Act

Regulations without regard to the proviso therein and otherwise in accordance with Rules

456(b) and 457(r) under the 1933 Act Regulations.

(b) Delivery

of Registration Statements. The Company will furnish

to each Underwriter and counsel for the Underwriters, on request without charge, signed or

conformed copies of the Registration Statement and of each amendment thereto (but not including

exhibits filed therewith or incorporated by reference therein and documents incorporated

or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof)

and signed or conformed copies of all consents and certificates of experts. The copies of

the Registration Statement and each amendment thereto furnished to the Underwriters will

be identical to the electronically transmitted copies thereof filed with the Commission pursuant

to EDGAR, except to the extent permitted by Regulation S-T.

Page 18 of 34

of Prospectuses. The Company has delivered to each

Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter

reasonably requested, and the Company hereby consents to the use of such copies for purposes

permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge,

during the period when a prospectus is required to be delivered under the 1933 Act, such

number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably

request, unless, with the prior consent of the Underwriters, such delivery requirement can

be satisfied by the provisions of Rule 172 of the 1933 Act Regulations. The Prospectus and

any amendments or supplements thereto furnished to the Underwriters will be identical to

the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,

except to the extent permitted by Regulation S-T.

(d) Notice

and Effect of Material Events. The Company will

comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations,

the 1939 Act and the 1939 Act Regulations, as applicable, so as to permit the completion

of the distribution of the Securities as contemplated in this Agreement and in the Registration

Statement, the Disclosure Package and the Prospectus. Prior to the completion of the distribution

of the Securities by the Underwriters, the Company will promptly notify the Underwriters,

and confirm such notice in writing, of (x) any filing made by the Company of information

relating to the offering of the Securities with any securities exchange or any other regulatory

body in the United States, and (y) any event or condition that results or is reasonably likely

to result in a Material Adverse Change, which (i) makes any statement in the Registration

Statement, the Disclosure Package or the Prospectus false or misleading or (ii) which is

not disclosed in the Registration Statement, the Disclosure Package or the Prospectus. If,

at any time when a prospectus is required by the 1933 Act to be delivered in connection with

sales of the Securities, any event shall occur or condition shall exist as a result of which

it is necessary, in the reasonable opinion of the Company, its counsel, the Underwriters

or counsel to the Underwriters, to amend or supplement the Registration Statement or the

Prospectus in order that the Prospectus not include any untrue statement of a material fact

or omit to state a material fact necessary in order to make the statements therein not misleading

in the light of the circumstances existing at the time it is delivered to purchasers, or

if for any other reason it shall be necessary, in the reasonable opinion of the Company,

its counsel, the Underwriters or counsel to the Underwriters, during such period to amend

the Registration Statement or to file a new registration statement or to amend or supplement

any preliminary prospectus or the Prospectus to comply with the 1933 Act or the 1933 Act

Regulations, the Company will promptly notify the Underwriters of such event or condition

and forthwith amend the Registration Statement, file such registration statement and/or amend

or supplement such preliminary prospectus or the Prospectus, subject to ‎Section 3(e),

so as to correct such untrue statement or omission or effect such compliance, and the Company

will furnish to each Underwriter such number of written and electronic copies of such amendment

or supplement as such Underwriter may reasonably request. If at any time following the Applicable

Time or at any time following the issuance of an Issuer Free Writing Prospectus, any event

shall occur or condition shall exist as a result of which the Disclosure Package or such

Issuer Free Writing Prospectus, individually or together with other information that is part

of the Disclosure Package, as the case may be, conflicted or would conflict with the information

contained in the Registration Statement or any other registration statement relating to the

Securities or included or would include an untrue statement of a material fact or omitted

or would omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances prevailing at that subsequent time, not misleading, the

Company will promptly notify the Underwriters of such event or condition and will promptly

amend or supplement, at the Company’s own expense, the Disclosure Package or such Issuer

Free Writing Prospectus, as the case may be, to eliminate or correct such conflict, untrue

statement or omission.

Page 19 of 34

(e) Amendment

to Prospectus or Registration Statement. The Company

will advise the Underwriters promptly of any notice of its intention to file or prepare any

amendment to the Registration Statement or a new registration statement relating to the Securities

or any amendment or supplement to any preliminary prospectus or the Prospectus or supplement

to the Disclosure Package, and will furnish the Underwriters with copies thereof a reasonable

amount of time prior to such proposed filing or use, as the case may be, and will not file

or use any such document with respect to the Securities without the consent of the Underwriters,

which consent shall not be unreasonably withheld. Neither the consent of the Underwriters,

nor the Underwriters’ delivery of any such amendment or supplement, shall constitute

a waiver of any of the conditions set forth in ‎Section 5 hereof. For purposes of clarity,

this ‎Section 3(e) shall not apply to any filings required in order for the Company to

comply with its reporting obligations under the 1934 Act or the 1934 Act Regulations.

(f) No

Stabilization. The Company will not, and will cause

its subsidiaries not to, take, directly or indirectly, any action designed to, or that could

reasonably be expected to, cause or result in any stabilization or manipulation of the price

of the Securities.

(g) DTC.

The Company will cooperate with the Underwriters and use its commercially reasonable efforts

to permit the Securities to be eligible for clearance, settlement and trading through the

facilities of DTC.

(h) Blue

Sky Compliance. The Company will qualify the Securities

for offer and sale under the state securities, or blue sky, laws of such jurisdictions as

the Underwriters shall reasonably request and will continue such qualifications in effect

so long as required for the offering and resale of the Securities; provided that the Company

shall not be required to qualify as a foreign corporation or other entity or as a dealer

in securities in any such jurisdiction where they would not otherwise be required to so qualify,

(ii) file any general consent to service of process in any such jurisdiction or (iii) subject

themselves to taxation in any such jurisdiction if they are not otherwise so subject.

(i) Earnings

Statement. The Company shall timely file such reports

pursuant to the 1934 Act, as applicable, as are necessary in order to make generally available

to its securityholders as soon as practicable an earnings statement for the purposes of,

and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933

Act.

(j) Reporting

Requirements. The Company, during the period when

a prospectus is required to be delivered under the 1933 Act (including in circumstances where

such requirement may be satisfied, with the prior consent of the Underwriters, by Rule 172

under the 1933 Act Regulations), will file all documents required to be filed with the Commission

by the Company pursuant to the 1934 Act within the time periods required by the 1934 Act

and the 1934 Act Regulations.

Page 20 of 34

(k) Use

of Proceeds. The Company will use the proceeds received

by it from the sale of the Securities as described in the Registration Statement, the Prospectus

and the Disclosure Package.

(l) Stand

Off Agreement. Between the date of this Agreement

and the Closing Time, the Company and its subsidiaries will not, without the prior consent

of the Underwriters, directly or indirectly, issue, offer or sell, or enter into any agreement

to sell, any debt securities (excluding deposit obligations and other wholesale borrowings

entered into in the normal course of business) of the Company or its subsidiaries, other

than the Securities.

(m) Issuer

Free Writing Prospectuses. The Company represents

and agrees that, unless it obtains the prior written consent of the Underwriters, and each

Underwriter represents and agrees that, unless it obtains the prior written consent of the

Company and the Underwriters, it has not made and will not make any offer relating to the

Securities that would constitute an “issuer free writing prospectus” (as defined

in Rule 433) or that would otherwise constitute a “free writing prospectus” (as

defined in Rule 405) required to be filed with the Commission. Any such free writing prospectus

consented to by the Company and the Underwriters is referred to herein as a “Permitted

Free Writing Prospectus.” The Company represents that it has treated, and agrees that

it will treat, each Permitted Free Writing Prospectus as an “issuer free writing prospectus”

(as defined in Rule 433(h)(i)) and has complied and will comply with the requirements of

Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with

the Commission where required, legending and record keeping.

Subject

to the consent of the Underwriters required in the immediately preceding paragraph, the Company will prepare a final term sheet relating

solely to the final pricing terms of the Securities and will file such final term sheet within the period required by Rule 433(d)(5)(ii)

following the date such final terms have been established for such Securities. Any such final term sheet is an Issuer General Use Free

Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. Notwithstanding anything to the contrary contained

herein, the Company consents to the use by the Underwriters of a free writing prospectus that contains only (a) (i) information describing

the preliminary terms of the Securities generally or the Securities specifically or their offering or (ii) information that describes

the final terms of the Securities or their offering and that is or is to be included in the final term sheet of the Company contemplated

in the first sentence of this paragraph or (b) other customary information that is not “issuer information,” as defined in

Rule 433.

(n) NRSRO

Rating. The Company will use commercially reasonable

efforts to maintain a rating by a “nationally recognized statistical rating organization”

as defined in Section 3(a)(62) of the 1934 Act (“NRSRO”) while any Securities

remain outstanding.

(o) 1940

Act. The Company shall not invest or otherwise use

the proceeds received by the Company from its sale of the Securities in such a manner as

would require the Company to register as an investment company under the 1940 Act.

Page 21 of 34

SECTION

4. Payment of Expenses.

(a) Expenses.

The Company will pay all expenses incident to the performance of its obligations under this

Agreement, including (i) the preparation, printing and filing of the Registration Statement

(including financial statements and exhibits) and of each amendment thereto and the cost

of obtaining all securities and bank regulatory approvals; (ii) the printing and delivery

to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing

Prospectus and the Prospectus and any amendments or supplements thereto and any reasonable

and documented costs associated with electronic delivery of any of the foregoing by the Underwriters

to investors; (iii) the costs of blue sky qualification (including fees and expenses of counsel

to the Underwriters, relating thereto, up to a maximum of $5,000) of the Securities in the

various jurisdictions; (iv) the costs, fees and expenses incurred by the Underwriters in

connection with determining their compliance with the rules and regulations of FINRA related

to the Underwriters’ participation in the offering and distribution of the Securities,

including any related filing fees and reasonable legal fees of, and disbursements by, counsel

to the Underwriters; (v) all fees and disbursements of the Company’s counsel, accountants,

agents and other advisors; (vi) the preparation, issuance and delivery of the certificates

for the Securities, including filing fees and the fees and expenses of making the Securities

eligible for clearance, settlement and trading through the facilities of DTC; (vii) the fees

and disbursements of the Trustee and its counsel; (viii) the costs and expenses of the Company

relating to investor presentations on any “road show” undertaken in connection

with the marketing of the Securities, including without limitation, expenses associated with

any electronic road show, travel and lodging expense of the representatives and officers

of the Company; (ix) any fees payable in connection with the rating of the Securities; (x)

all fees and expenses incurred by the Underwriters in connection with its services to be

rendered hereunder including, without limitation, road show or investor presentation expenses,

word processing charges, the costs of printing or producing any investor presentation materials,

messenger and duplicating service expenses, facsimile expenses and other customary expenditures

(including the reasonable fees and expenses of counsel to the Underwriters); and (xi) all

other costs and expenses incident to the performance of its obligations hereunder which are

not otherwise specifically provided for in this Section. In the event the Underwriters incur

any such fees and expenses on behalf of the Company, the Company will reimburse the Underwriters

for such reasonable and documented fees and expenses whether or not the transactions contemplated

hereby are consummated. It is understood, however, that, except as provided in this Section,

Sections ‎6 and ‎9 hereof, the Underwriters will pay all of its own costs and expenses,

including transfer taxes on resale of any of the Securities by them and the cost of preparing

and distributing any term sheet prepared by the Underwriters. Notwithstanding the foregoing,

the Company’s obligation to reimburse the Underwriters’ fees and expenses pursuant

to (iv) and (viii) through (xi) of this paragraph shall be limited to an aggregate amount

of $150,000.

(b) Termination.

If this Agreement is terminated by the Underwriters in accordance with the provisions of

‎Section 5(q) or ‎Sections 9(a)(i), (ii), (iii) or (v) hereof, the Company shall

reimburse the Underwriters for all of its out-of-pocket expenses, including the reasonable

and documented fees and disbursements of counsel for the Underwriters, which total reimbursement

shall not exceed $150,000.

Page 22 of 34

SECTION

5. Conditions of Underwriter’s Obligations.

The respective obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company

contained in ‎Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to

the provisions hereof, to the performance by the Company of its obligations hereunder required to be performed prior to Closing Time,

and to the following further conditions:

(a) Filing

of Prospectus. The Prospectus containing the Rule

430B Information shall have been filed with the Commission in the manner and within the time

period required by Rule 424(b) (without reliance on Rule 424(b)(8)) (or a post-effective

amendment providing such information shall have been filed and become effective in accordance

with the requirements of Rule 430B); all materials required to be filed by the Company pursuant

to Rule 433(d) under the 1933 Act shall have been filed with the Commission within the applicable

time period prescribed for such filing by Rule 433 under the 1933 Act. The Registration Statement

is effective and no stop order or other order referred to in ‎Section 3(a)(iv) hereof

shall have been issued and no proceeding for that purpose shall have been initiated or are

pending or threatened; and all requests for additional information on the part of the Commission

shall have been complied with to the Underwriters’ satisfaction.

(b) Opinion

of Counsel for Company. At the Closing Time, the

Underwriters shall have received (i) the opinions and negative assurance letter, dated the

Closing Time, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, and

(ii) the opinion, dated the Closing Time, of Holland & Knight LLP, Pennsylvania counsel

for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters.

Each such counsel may state that, insofar as its opinion involves factual matters, it has

relied, to the extent it deems proper, upon certificates of officers of the Company and public

officials.

of Counsel for the Underwriters. At the Closing

Time, the Underwriters shall have received the favorable opinion and negative assurance letter,

dated the Closing Time, of Troutman Pepper Locke LLP, counsel for the Underwriters, with

respect to such matters as the Underwriters may reasonably require, and the Company shall

have furnished to such counsel such documents as they may reasonably request for the purpose

of enabling them to pass upon such matters. Such counsel may also state that, insofar as

such opinion involves factual matters, they have relied, to the extent they deem proper,

upon certificates of officers of the Company and public officials.

(d) Certificates.

At the Closing Time, there shall not have been, since the date hereof or since the respective

dates as of which information is given in the Registration Statement, the Prospectus or the

Disclosure Package, any Material Adverse Effect, and the Underwriters shall have received

a certificate of the Chief Executive Officer and of the Chief Financial Officer of the Company,

dated the Closing Time, to the effect that (i) there has been no such Material Adverse Effect,

(ii) the representations and warranties in ‎Section 1 hereof were true and correct when

made and are true and correct with the same force and effect as though expressly made at

and as of the Closing Time, and (iii) the Company has complied with all agreements and satisfied

all conditions on their part to be performed or satisfied at or prior to the Closing Time.

Page 23 of 34

(e) KPMG

Comfort Letter. At the time of the execution of

this Agreement, the Underwriters shall have received from KPMG LLP a letter, in form and

substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and

dated the date hereof, (i) confirming that they are independent registered public accountants

within the meaning of the 1933 Act and are in compliance with the applicable requirements

relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission,

and (ii) containing statements and information of the type ordinarily included in accountants’

“comfort letters” to underwriters with respect to the financial statements and

financial information of the Company contained in the Registration Statement, the Prospectus

and the Disclosure Package.

(f) KPMG

Bring-down Comfort Letter. At the Closing Time,

the Underwriters shall have received from KPMG LLP a letter, dated the Closing Time, to the

effect that they reaffirm the statements made in the letter furnished pursuant to subsection

‎(e) of this Section, except that the specified date referred to shall be a date not

more than three business days prior to the Closing Time.

(g) Certificate

of Chief Financial Officer. At the time of execution

of this Agreement and at the Closing Time, the Underwriters shall have received a certificate,

dated, respectively, the date hereof and such Closing Time, executed by the Chief Financial

Officer of the Company, in form and substance satisfactory to the Underwriters.

(h) Ratings.

At the Closing Time, the Securities will be rated at least Baa2 by Moody’s. Subsequent

to the execution of this Agreement, there shall not have occurred a downgrading in or withdrawal

of the rating assigned to the Securities or any other securities of the Company by any NRSRO,

and no such organization shall have publicly announced that it has under surveillance or

review, or has changed its outlook with respect to, its rating of the Securities or any other

securities of the Company (other than an announcement with positive implications of a possible

upgrading).

(i) DTC.

At the Closing Time, the Securities shall be eligible for clearance, settlement and trading

through the facilities of DTC.

(j) No

Objection. FINRA shall have raised no objection

with respect to the fairness and reasonableness of the underwriting terms and arrangements,

which objection has not been withdrawn or otherwise satisfied.

(k) Delivery

of Prospectus. The Company shall have complied with

the provisions hereof with respect to the furnishing of prospectuses, in electronic or printed

format, on the New York business day next succeeding the date of this Agreement.

Page 24 of 34

(l) No

Legal Impediment to Issuance. No action shall have

been taken and no statute, rule, regulation or order shall have been enacted, adopted or

issued by any Governmental Entity that would, as of the Closing Time, prevent the offer,

issuance or sale of the Securities; and no injunction or order of any federal, state or foreign

court shall have been issued that would, as of the Closing Time, prevent the issuance or

sale of the Securities.

(m) Termination

Event. On or after the date hereof, there shall

not have occurred any of the events, circumstances or occurrences set forth in ‎Section

9(a).

(n) Additional

Documents. At the Closing Time, counsel for the

Underwriters shall have been furnished with such documents and opinions as they may reasonably

require for the purpose of enabling them to pass upon the issuance and sale of the Securities

as herein contemplated, or in order to evidence the accuracy of any of the representations

or warranties of the Company, or the fulfillment of any of the conditions herein contained;

and all proceedings taken by the Company in connection with the issuance and sale of the

Securities as herein contemplated shall be reasonably satisfactory in form and substance

to the Underwriters and counsel for the Underwriters.

(o) Good

Standing. The Underwriters shall have received on

and as of the Closing Time satisfactory evidence of the good standing of the Company and

the Bank in their respective jurisdictions of organization, in writing or any standard form

of telecommunication from the appropriate governmental authorities of such jurisdictions.

(p) Termination

of Agreement. If any condition specified in this

Section shall not have been fulfilled when and as required to be fulfilled, this Agreement

may be terminated by the Underwriters by notice to the Company at any time at or prior to

the Closing Time, and such termination shall be without liability of any party to any other

party except as provided in ‎Section 4 hereof and except that Sections ‎1, ‎6,

‎7, ‎8 and ‎14 hereof shall survive any such termination and remain in full force

and effect.

Page 25 of 34

SECTION

6. Indemnification.

(a) Indemnification

of the Underwriter. The Company agrees to indemnify

and hold harmless each Underwriter, their respective affiliates (as such term is defined

in Rule 405 under the 1933 Act Regulations), directors, officers, employees, partners and

agents, and each person, if any, who controls any Underwriter within the meaning of the 1933

Act or the 1934 Act (a “controlling person”) against any loss, claim, damage,

liability or expense, as incurred, to which any Underwriter or such affiliate, director,

officer, employee, partner, agent or controlling person may become subject, under the 1933

Act, the 1934 Act, or any federal or state statutory law or regulation, or the laws or regulations

of foreign jurisdictions where Securities have been offered or sold or at common law or otherwise

(including in settlement of any litigation, if such settlement is effected with the written

consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions

in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement

or alleged untrue statement of a material fact contained in the Registration Statement, or

any amendment thereto, or the omission or alleged omission to state therein a material fact

required to be stated therein or necessary to make the statements therein not misleading;

or (ii) any untrue statement or alleged untrue statement of a material fact included in any

preliminary prospectus, the Disclosure Package, any free writing prospectus that the Company

has used, referred to or filed, or is required to file, pursuant to Rule 433 of the 1933

Act, any materials provided to investors by, or with the approval of, the Company in connection

with the marketing of the offering of the Securities, including any roadshow or written investor

presentations provided to investors by the Company (whether in person or electronically)

(“marketing material”), or the Prospectus (or any amendment or supplement to

the foregoing), or the omission or alleged omission to state therein a material fact necessary

in order to make the statements, in the light of the circumstances under which they were

made, not misleading; and to reimburse any Underwriter and each such affiliate, director,

officer, employee, agent, partner and controlling person for any and all expenses (including

the fees and disbursements of counsel) as such expenses are reasonably incurred by an Underwriter

or such affiliate, director, officer, employee, agent, partner or controlling person in connection

with investigating, defending, settling, compromising or paying any such loss, claim, damage,

liability, expense or action; provided, however, that the foregoing indemnity agreement shall

not apply to any loss, claim, damage, liability or expense to the extent, but only to the

extent, arising out of, or based upon, any untrue statement or alleged untrue statement or

omission or alleged omission made in reliance upon and in conformity with information relating

to the Underwriters furnished to the Company by the Underwriters in writing expressly for

use in the Registration Statement (“Underwriters’ Information”), any preliminary

prospectus, the Disclosure Package, any such free writing prospectus, any marketing material

or the Prospectus (or any amendment or supplement thereto), it being understood and agreed

that Underwriters’ Information only consists of the information described in Section

6(b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to

any liabilities that the Company may otherwise have.

Page 26 of 34

(b) Indemnification

of the Company, its Directors and Officers. Each

Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company,

each of its directors, each of its officers who signed the Registration Statement, and each

controlling person of the Company, if any, against any loss, claim, damage, liability or

expense, as incurred, to which the Company, or any such director, officer or controlling

person may become subject, under the 1933 Act, the 1934 Act, or other federal or state statutory

law or regulation, or at common law or otherwise (including in settlement of any litigation,

if such settlement is effected in accordance with Section 6(d) below), insofar as such loss,

claim, damage, liability or expense (or actions in respect thereof as contemplated below)

arises out of or is based upon (i) any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement, or any amendment thereto, or any omission

or alleged omission to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading or (ii) any untrue statement or alleged untrue

statement of a material fact included in any preliminary prospectus, the Disclosure Package,

any free writing prospectus that the Company has used, referred to or filed, or is required

to file, pursuant to Rule 433 of the 1933 Act, or the Prospectus (or any such amendment or

supplement) or the omission or alleged omission to state therein a material fact necessary

in order to make the statements, in the light of the circumstances under which they were

made, not misleading, in each case to the extent, but only to the extent, that such untrue

statement or alleged untrue statement or omission or alleged omission was made in the Registration

Statement, such preliminary prospectus, the Disclosure Package, such free writing prospectus

or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity

with Underwriters’ Information; and to reimburse the Company and each such director,

officer and controlling person for any and all expenses (including the fees and disbursements

of counsel) as such expenses are reasonably incurred by the Company or such director, officer

or controlling person in connection with investigating, defending, settling, compromising

or paying any such loss, claim, damage, liability, expense or action. The Company hereby

acknowledges that the only information that the Underwriters has furnished to the Company

expressly for use in the Registration Statement, any preliminary prospectus, the Disclosure

Package, any free writing prospectus that the Company has filed, or is required to file,

pursuant to Rule 433 of the 1933 Act, or the Prospectus (or any amendment or supplement to

the foregoing) are the statements set forth in first sentence in the fifth paragraph, the

eleventh paragraph and the twelfth paragraph in the section titled “Underwriting (Conflicts

of Interest)” in the Prospectus. The indemnity agreement set forth in this Section

6(b) shall be in addition to any liabilities that the Underwriters may otherwise have.

Page 27 of 34

and Other Indemnification Procedures. Promptly after

receipt by an indemnified party under this Section 6 of notice of the commencement of any

action, such indemnified party will, if a claim in respect thereof is to be made against

an indemnifying party under this Section 6, notify the indemnifying party in writing of the

commencement thereof, but the omission so to notify the indemnifying party will not relieve

the indemnifying party from any liability which it may have to any indemnified party to the

extent the indemnifying party is not materially prejudiced as a proximate result of such

failure and shall not in any event relieve the indemnifying party from any liability that

it may have otherwise than on account of this indemnity agreement. In case any such action

is brought against any indemnified party and such indemnified party seeks or intends to seek

indemnity from an indemnifying party, the indemnifying party will be entitled to participate

in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly

notified, by written notice delivered to the indemnified party promptly after receiving the

aforesaid notice from such indemnified party, to assume the defense thereof with counsel

reasonably satisfactory to such indemnified party; provided, however, that if the defendants

in any such action include both the indemnified party and the indemnifying party and the

indemnified party shall have reasonably concluded that a conflict may arise between the positions

of the indemnifying party and the indemnified party in conducting the defense of any such

action or that there may be legal defenses available to it and/or other indemnified parties

which are different from or additional to those available to the indemnifying party, the

indemnified party or parties shall have the right to select separate counsel to assume such

legal defenses and to otherwise participate in the defense of such action on behalf of such

indemnified party or parties. Upon receipt of notice from the indemnifying party to such

indemnified party of such indemnifying party’s election so to assume the defense of

such action and approval by the indemnified party of counsel, the indemnifying party will

not be liable to such indemnified party under this Section 6 for any legal or other expenses

subsequently incurred by such indemnified party in connection with the defense thereof unless

(i) the indemnified party shall have employed separate counsel in accordance with the proviso

to the preceding sentence (it being understood, however, that the indemnifying party shall

not be liable for the fees and expenses of more than one separate counsel (together with

local counsel), representing the indemnified parties who are parties to such action), which

counsel (together with any local counsel) for the indemnified parties shall be selected by

the Underwriters (in the case of counsel for the indemnified parties referred to in Section

6(a) above) or by the Company (in the case of counsel for the indemnified parties referred

to in Section 6(b) above) or (ii) the indemnifying party shall not have employed counsel

satisfactory to the indemnified party to represent the indemnified party within a reasonable

time after notice of commencement of the action or (iii) the indemnifying party has authorized

in writing the employment of counsel for the indemnified party at the expense of the indemnifying

party, in each of which cases the fees and expenses of counsel shall be at the expense of

the indemnifying party and shall be paid as they are reasonably incurred.

(d) Settlements.

The indemnifying party under this Section 6 shall not be liable for any settlement of any

proceeding effected without its written consent, but if settled with such consent or if there

be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified

party against any loss, claim, damage, liability or expense by reason of such settlement

or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party

shall have requested an indemnifying party to reimburse the indemnified party for fees and

expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party shall

be liable for any settlement of any proceeding effected without its written consent if (i)

such settlement is entered into more than 30 days after receipt by such indemnifying party

of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified

party in accordance with such request prior to the date of such settlement. No indemnifying

party shall, without the prior written consent of the indemnified party, effect any settlement,

compromise or consent to the entry of judgment in any pending or threatened action, suit

or proceeding in respect of which any indemnified party is or could have been a party and

indemnity was or could have been sought hereunder by such indemnified party, unless such

settlement, compromise or consent includes an unconditional release of such indemnified party

from all liability on claims that are the subject matter of such action, suit or proceeding

and does not include an admission of fault or culpability or a failure to act by or on behalf

of such indemnified party.

Page 28 of 34

SECTION

7. Contribution. If the indemnification

provided for in Section 6 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party

in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute

to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities

or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on

the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the

allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only

the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters,

on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses,

as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters,

on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective

proportions as the total proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received

by the Company, and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the front

cover page of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover. The relative

fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,

whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates

to information supplied by the Company, on the one hand, or the Underwriters, on the other hand (it being understood and agreed that

such information supplied by the Underwriters only consists of the information described in Section 6(b) above), and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The

amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed

to include, subject to the limitations set forth in Section 6(c), any legal or other fees or expenses reasonably incurred by such party

in connection with investigating or defending any action or claim. The provisions set forth in Section 6(c) with respect to notice of

commencement of any action shall apply if a claim for contribution is to be made under this Section 7; provided, however, that no additional

notice shall be required with respect to any action for which notice has been given under Section 6(c) for purposes of indemnification.

The

Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined

by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in

this Section 7.

Notwithstanding

the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and

commissions received by such Underwriter in connection with the Securities underwritten by it and distributed to the public. No person

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any

person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each affiliate, director, officer, employee,

partner and agent of an Underwriter and each controlling person, if any, who controls an Underwriter, shall have the same rights to contribution

as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each controlling

person, if any, of the Company, shall have the same rights to contribution as the Company.

Page 29 of 34

SECTION

8. Representations, Warranties and Agreements to Survive

Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the

Company or its subsidiaries submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation

made by or on behalf of the Underwriters or any controlling person, or by or on behalf of the Company, and shall survive delivery of

the Securities to the Underwriters.

SECTION

9. Termination of Agreement.

(a) Termination;

General. The Underwriters may terminate this Agreement,

by notice to the Company, at any time at or prior to the Closing Time if, in the judgement

of the Underwriters, since the time of execution of this Agreement or since the respective

dates as of which information is given in the Registration Statement, Disclosure Package

or the Prospectus, (i) there has occurred any Material Adverse Effect, (ii) there has occurred

any material adverse change in the financial markets in the United States, any outbreak of

hostilities or escalation thereof or any other calamity or crisis, including a widespread

outbreak of epidemic illnesses or any change or development involving a prospective change

in national political, financial or economic conditions, in each case the effect of which

is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable

to proceed with the completion of the offering of the Securities on the terms and in the

manner contemplated in the Registration Statement, the Prospectus and the Disclosure Package

or to enforce contracts for the sale of the Securities, (iii) trading or quotation in any

securities of the Company has been suspended or limited by the Commission or by the Nasdaq

Global Select Market, (iv) if trading generally on the New York Stock Exchange or the Nasdaq

Global Select Market has been suspended or limited, or minimum or maximum prices for trading

have been fixed, or maximum ranges for prices have been required, by any of said exchanges

or by such system or by order of the Commission, FINRA or any other governmental authority,

(v) there has occurred a downgrading in or withdrawal of the rating assigned to the Securities

or any other securities of the Company by any NRSRO, or such organization has publicly announced

that it has under surveillance or review, or has changed its outlook with respect to, its

rating of the Securities or any other securities of the Company, or (vi) a banking moratorium

has been declared by the United States, New York, New Jersey or Pennsylvania authorities

or a material restriction on banking activities or operations by such regulatory authorities

or a material disruption has occurred in commercial banking or securities settlement and

clearances services in the United States.

(b) Liabilities.

If this Agreement is terminated pursuant to this Section, such termination shall be without

liability of any party to any other party except as provided in ‎Section 4 hereof, and

provided further that Sections ‎1, ‎6, ‎7, ‎8 and ‎14 hereof shall survive

such termination and remain in full force and effect.

SECTION

10. Notices. All notices and other communications hereunder

shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices

to the Underwriters shall be directed to the Underwriters care of Piper Sandler & Co., 1251 Avenue of the Americas, 6th Floor, New

York, New York 10020, Attention: Legal Department and J.P. Morgan Securities LLC, 270 Park Ave., New York, New York 10017, Attention:

Investment Grade Syndicate Desk, with a copy to Troutman Pepper Locke LLP, 401 9th Street, Suite 1000, Washington, DC 20004, Attention:

Gregory Parisi; and notices to the Company shall be directed to it at One Penn Square, P.O. Box 4887, Lancaster Pennsylvania 17604, Attention:

Corporate Secretary, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, 1 Manhattan West, New York, New York 10001, Attention:

Michael Reed.

Page 30 of 34

SECTION

11. Parties. This Agreement shall inure to the benefit of

and be binding upon the Underwriters, the Company and their respective successors. Nothing expressed or mentioned in this Agreement is

intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and their respective

successors and the controlling persons and other persons referred to in Sections ‎1, ‎6 and ‎7 hereof and their heirs and

legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.

This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the

Company and their respective successors, and said controlling persons and other persons and their heirs and legal representatives, and

for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor

by reason merely of such purchase.

SECTION

12. Entire Agreement; Counterparts; Facsimile. This Agreement

constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral

agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in any number of

counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile or other electronic

means, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the

same agreement.

SECTION

13. Recognition of the U.S. Special Resolution Regimes.

(a) In

the event that any Underwriter is a Covered Entity and becomes subject to a proceeding under

a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and

any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,

and any such interest and obligation, were governed by the laws of the United States or a

state of the United States.

(b) In

the event that any Underwriter is a Covered Entity or a BHC Act Affiliate of such Underwriter

becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under

this Agreement that may be exercised against such Underwriter are permitted to be exercised

to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution

Regime if this Agreement were governed by the laws of the United States or a state of the

United States.

For

purposes of this Agreement, (A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and

shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

(D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated

thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Page 31 of 34

SECTION

14. GOVERNING LAW; JURISDICTION. THIS AGREEMENT AND ANY

CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS

OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SAID STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL

OBLIGATIONS LAW.

THE COMPANY

ON BEHALF OF ITSELF AND ITS SUBSIDIARIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS

LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED

HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT,

ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY ON BEHALF OF ITSELF AND ITS SUBSIDIARIES IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE

LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING

BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION

15. Amendment; Waiver; Effect of Headings. This Agreement

may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived

unless waived in writing by each party whom the condition is meant to benefit. The Article and Section headings herein are for convenience

only and shall not affect the construction hereof.

SECTION

16. Trial by Jury. Each of the Company (on its behalf and,

to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Underwriters hereby irrevocably waives,

to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby.

SECTION

17. Nature of Relationship. The Company acknowledges and

agrees that (a) the offering or purchase and sale of the Securities pursuant to this Agreement, including the determination of the terms

of the Securities and the offering price thereof and any related discounts and commissions, is an arm’s-length commercial transaction

between the Company, on the one hand, and the Underwriters, on the other hand, (b) in connection with the offering pursuant to this Agreement

and the process leading to such offering each Underwriters is and has been acting solely as a principal and is not the agent or fiduciary

of the Company or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed nor will it assume an advisory

or fiduciary responsibility in favor of the Company with respect to the offering pursuant to this Agreement or the process leading thereto

(irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and such Underwriter has

no obligation to the Company with respect to the offering pursuant to this Agreement except the obligations expressly set forth in this

Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests

that differ from those of the Company and (e) the Underwriters has not provided any legal, accounting, regulatory or tax advice with

respect to the offering contemplated hereby and the Company has consulted its own legal, financial, accounting, regulatory and tax advisors

to the extent it deemed appropriate.

the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space below.

[Signature pages follow]

Page 32 of 34

Very truly yours,

FULTON FINANCIAL CORPORATION

By:

/s/

Richard S. Kraemer

Name:

Richard

S. Kraemer

Title:

Senior Executive Vice President and

Chief Financial Officer

Page 33 of 34

CONFIRMED AND ACCEPTED, as of the date first

above written:

Piper

Sandler & Co.

J.P.

Morgan Securities LLC

PIPER SANDLER & CO.

By:

/s/

James Furey

Name:

James

Furey

Title:

Managing Director

J.P.

Morgan Securities LLC

By:

/s/

Stephen L. Sheiner

Name:

Stephen

L. Sheiner

Title:

Executive

Director

Page 34 of 34

Schedule

Name of Underwriter

Aggregate

Principal Amount of

Securities to be

Purchased

Piper Sandler & Co.

$ 195,000,000

J.P. Morgan Securities LLC

105,000,000

Total

$ 300,000,000

Schedule I

Schedule

1. Pricing Term Sheet for Securities, dated

May 1, 2026

2. Investor Presentation, filed with

the Commission on May 1, 2026

Schedule II

EX-4.2

Filename: e26236_ex4-2.htm · Sequence: 3

Exhibit

4.2

Fourth

SUPPLEMENTAL INDENTURE

between

Fulton

FInancial CORPORATION

AND

Wilmington

TRUST, NATIONAL ASSOCIATION

DATED

AS OF May 5, 2026

Fourth Supplement

to Indenture dated as of November 17, 2014

(Subordinated

Debt Securities)

FOURTH

SUPPLEMENTAL INDENTURE, dated as of May 5, 2026 (this “Supplemental

Indenture”), between FULTON FINANCIAL CORPORATION, a Pennsylvania corporation (the “Corporation”),

and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS

WHEREAS,

the Corporation and the Trustee have entered into an Indenture dated as of November 17, 2014 (the “Base

Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”),

providing for the issuance by the Corporation from time to time of its subordinated debt securities;

WHEREAS,

Section 901(7) of the Base Indenture provides that the Corporation and the Trustee may, without the consent of any Holder, enter into

a supplemental indenture to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 thereof;

WHEREAS,

the Corporation desires to provide for the establishment of a new series of Securities pursuant to Sections 201 and 301 of the Base Indenture,

the form and substance of such Securities and terms, provisions and conditions thereof to be set forth as provided in the Indenture;

WHEREAS,

the Corporation deems it advisable to enter into this Supplemental Indenture for the purposes of establishing the terms of such Securities

and providing for the rights, obligations and duties of the Trustee with respect to such Securities;

WHEREAS,

the execution and delivery of this Supplemental Indenture has been authorized by a resolution of the Board of Directors of the Corporation;

WHEREAS,

the Corporation has requested that the Trustee execute and deliver this Supplemental Indenture and satisfy all requirements necessary

to make this Supplemental Indenture a valid, legal and binding instrument in accordance with its terms, and to make the Notes (as defined

herein), when executed by the Corporation and authenticated and delivered by the Trustee, the valid, legal and binding obligations of

the Corporation; and

WHEREAS,

all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms,

and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW,

THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders

thereof, the Corporation and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Notes, as

follows:

ARTICLE

One

DEFINITIONS

Section

1.1. Definitions and

Other Provisions of General Application. For all purposes of this Supplemental Indenture unless otherwise specified herein:

(a) all terms used in this Supplemental Indenture which are not otherwise defined herein shall have the meanings they are given in

the Base Indenture and include the plural as well as the singular;

(b) the provisions of general application stated in Sections 102 through 117 of the Base Indenture shall apply to this Supplemental

Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other

words of similar import refer to this Supplemental Indenture as a whole and not to the Base Indenture or any particular Article, Section

or other subdivision of the Base Indenture or this Supplemental Indenture; and

(c) Section 101 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by inserting the following additional

defined terms in their appropriate alphabetical positions:

“Administrative

or Judicial Action” has the meaning provided in the definition of “Tax

Event.”

“Benchmark”

means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference Time that a Benchmark

Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark,

then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark

Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement

Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark

Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month

Term SOFR shall be determined), then “Benchmark Replacement”

means the first alternative set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement

Date:

(1) Compounded SOFR;

(2) the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement

for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(3) the sum of: (a) the ISDA Fallback Rate, and (b) the Benchmark Replacement Adjustment;

(4) the sum of: (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark

for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current

Benchmark for U.S. dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.

“Benchmark

Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation

Agent as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value

or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

and

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent giving

due consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the

replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate

securities at such time.

“Benchmark

Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational

changes (including changes to the definition of “interest period,” timing and frequency of determining rates with respect

to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation

Agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market

practice (or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible

or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the

Calculation Agent determines is reasonably necessary).

“Benchmark

Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) of the definition of “Benchmark Transition

Event,” the relevant Reference Time in respect of any determination;

(2) in the case of clause (2) or (3) of the definition of “Benchmark Transition Event,” the later of (a) the date of the

public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently

or indefinitely ceases to provide the Benchmark; or

(3) in the case of clause (4) of the definition of “Benchmark Transition Event,” the date of the public statement or publication

of information referenced therein.

For

the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to the

Benchmark also include any reference rate underlying the Benchmark (for example, if the Benchmark becomes Compounded SOFR, references

to the Benchmark would include SOFR).

For

the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference

Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for

such determination.

“Benchmark

Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking

term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based

on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Corporation determines that

the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;

(2) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator

has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,

there is no successor administrator that will continue to provide the Benchmark;

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central

bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution

authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority

over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the

Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide the Benchmark; or

(4) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing

that the Benchmark is no longer representative.

“Calculation

Agent” means the agent appointed by the Corporation prior to the commencement of the Floating Rate Period (which may

include the Corporation or any of its Affiliates) to act in accordance with Section 2.4 of this Supplemental Indenture. The Corporation

shall initially act as Calculation Agent.

“Compounded

SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for

this rate, and conventions for this rate being established by the Calculation Agent in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body

for determining Compounded SOFR; provided that:

(2) if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause

(1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent

giving due consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate securities at such time.

For

the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment (if applicable) and the

spread of 217 basis points per annum.

“Corresponding

Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length

(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“DTC”

means The Depository Trust Company.

“Federal

Reserve” has the meaning provided in the definition of “Tier 2 Capital Event.”

“Federal

Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,

or any successor source.

“Fixed

Rate Interest Payment Date” has the meaning provided in Section 2.4(a).

“Fixed

Rate Period” has the meaning provided in Section 2.4(a).

“Fixed

Rate Regular Record Date” has the meaning provided in Section 2.4(a).

“Floating

Rate Interest Payment Date” has the meaning provided in Section 2.4(b).

“Floating

Rate Period” has the meaning provided in Section 2.4(b).

“Floating

Rate Regular Record Date” has the meaning provided in Section 2.4(b).

“Interest

Payment Date” has the meaning provided in Section 2.4(b).

“Interest

period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest

has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to, but excluding,

the applicable Interest Payment Date or the Maturity Date or date of earlier redemption, if applicable.

“Interpolated

Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a

linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding

Tenor, and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA”

means the International Swaps and Derivatives Association, Inc. or any successor.

“ISDA

Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.

or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives

published from time to time.

“ISDA

Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply

for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect

to the Benchmark for the applicable tenor.

“ISDA

Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective

upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback

Adjustment.

“Issue

Date” means May 5, 2026.

“Maturity

Date” has the meaning provided in Section 2.2.

“Reference

Time” with respect to any determination of the Benchmark means (a) if the Benchmark is Three-Month Term SOFR, the date

that is two (2) U.S. Government Securities Business Days prior to the start of the relevant floating rate interest period, or such other

time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (b) if the Benchmark is not

Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant

Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially

endorsed or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.

“SOFR”

means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark (or

a successor administrator), on the Federal Reserve Bank of New York’s website.

“Tax

Event” means the receipt by the Corporation of an opinion of independent tax counsel to the effect that as a result

of (a) an amendment to or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder,

of the United States or any of its political subdivisions or taxing authorities; (b) a judicial decision, administrative action, official

administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement

of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative

or Judicial Action”); or (c) an amendment to or change in any official position with respect to, or any interpretation

of, an Administrative or Judicial Action or a law or regulation of the United States that differs from the previously generally accepted

position or interpretation, in each case, which change or amendment or challenge becomes effective or which pronouncement, decision or

challenge is announced on or after the original issue date of the Notes, there is more than an insubstantial risk that interest payable

by the Corporation on the Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by the Corporation, in

whole or in part, for United States federal income tax purposes.

“Term

SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental

Body.

“Term

SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Three-Month

Term SOFR selected by the Calculation Agent in its reasonable discretion).

“Three-Month

Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator

at the Reference Time for any interest period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR

Conventions. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the

nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

“Three-Month

Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or

operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition

of “interest period,” timing and frequency of determining Three-Month Term SOFR with respect to each interest period and

making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation Agent decides may

be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice

(or, if the Calculation Agent decides that adoption of any portion of such market practice is not administratively feasible or if the

Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other manner as the Calculation

Agent determines is reasonably necessary).

“Tier

2 Capital Event” means the Corporation’s good faith determination that, as a result of (a) any amendment to, or

change in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality

of the United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in

the United States that is enacted or becomes effective after the original issue date of the Notes; (b) any proposed change in those laws,

rules or regulations that is announced or becomes effective after the original issue date of the Notes; or (c) any official administrative

decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules, regulations,

policies or guidelines with respect thereto that is announced after the original issue date of the Notes, there is more than an insubstantial

risk that the Corporation will not be entitled to treat the Notes then outstanding as “Tier 2 Capital” (or its equivalent)

for purposes of the capital adequacy rules or regulations of the Board of Governors of the Federal Reserve System (the “Federal

Reserve”) (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal

banking agency) as then in effect and applicable to the Corporation, for so long as any Notes are outstanding.

“Unadjusted

Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“U.S.

Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry

and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes

of trading in U.S. government securities.

(d) Section 1.01 of the Base Indenture is amended and supplemented, solely with respect to the Notes, by replacing the corresponding

defined term in the Base Indenture with the following defined terms:

“Business

Day” means (a) each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which it is a U.S. federal

holiday or any day on which banking institutions in New York are authorized or obligated by law, regulation or executive order to close,

or (b) a day on which the Corporate Trust Office of the Trustee is not closed for business; provided, that, when used in connection with

an amount that bears interest at a rate based on SOFR or Term SOFR or any direct or indirect calculation or determination of SOFR or

Term SOFR, the term “business day” means any such day that is also a U.S. Government Securities Business Day.

“Corporation

Request” or “Corporation Order” mean,

respectively, the written request or order signed in the name of the Corporation by its Chairman of the Board, its President, Chief Financial

Officer or a Vice President and delivered to the Trustee.

“Indenture”

has the meaning set forth in the Recitals.

“Redemption

Date” has the meaning provided in Section 2.5(a) of this Supplemental Indenture.

ARTICLE

Two

CREATION OF THE NOTES

Section

2.1. Designation of

Series. Pursuant to the terms hereof and Sections 201 and 301 of the Base Indenture, the Corporation hereby creates a series

of its subordinated debt securities designated as the “5.950% Fixed-to-Floating Rate Subordinated Notes due 2036” (the “Notes”),

which Notes shall be deemed “Securities” for all purposes under the Indenture.

Section

2.2. Form and Minimum

Denomination of Notes. The definitive form of the Notes shall be substantially in the form set forth in Exhibit A attached

hereto, which is incorporated herein and made part hereof. The Notes shall bear interest and have such other terms as are stated in the

form of definitive Notes or in the Indenture. The Stated Maturity of the Notes shall be May 15, 2036 (the “Maturity

Date”). The Notes shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

Section

2.3. Initial Limit

on Amount of Series. The Notes shall initially be limited to U.S. $300,000,000 in aggregate principal amount, and may, upon

the execution and delivery of this Supplemental Indenture or from time to time thereafter, be executed by the Corporation and delivered

to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the delivery of a Company

Order. Following the initial issuance of the Notes, the aggregate principal amount of Notes may be increased as provided in Section 2.9

of this Supplemental Indenture.

Section

2.4. Interest.

(a) The Notes will bear interest at a fixed rate of 5.950% per annum from and including May 5, 2026 to, but excluding, May 15, 2031

or earlier Redemption Date (the “Fixed Rate Period”).

Interest accrued on the Notes during the Fixed Rate Period will be payable semi-annually in arrears on May 15 and November 15 of each

year, commencing on November 15, 2026 (each such date, a “Fixed Rate

Interest Payment Date”). The last Fixed Rate Interest Payment Date shall be May 15, 2031, unless the Notes are earlier

redeemed. The interest payable during the Fixed Rate Period will be paid to each Holder in whose name a Note is registered at the close

of business on the fifteenth day (whether or not a Business Day) immediately preceding the applicable Fixed Rate Interest Payment Date

(each such date, a “Fixed Rate Regular Record Date”).

(b) The Notes will bear a floating interest rate from, and including May 15, 2031, to, but excluding, the Maturity Date or earlier

Redemption Date (the “Floating Rate Period”). The

floating interest rate will be reset quarterly, and the interest rate for any Floating Rate Period shall be equal to the then-current

Three-Month Term SOFR plus 217 basis points for each quarterly interest period during the Floating Rate Period. During the Floating Rate

Period, interest on the Notes will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing

on August 15, 2031 (each such date, a “Floating Rate Interest Payment

Date” and, together with a Fixed Rate Interest Payment Date, an “Interest

Payment Date”). The interest payable during the Floating Rate Period will be paid to each Holder in whose name a Note

is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding the applicable Floating

Rate Interest Payment Date (each such date, a “Floating Rate Regular

Record Date”). Notwithstanding the foregoing, if Three-Month Term SOFR (or other applicable Benchmark) is less than

zero, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero. The Calculation Agent will provide the Corporation

and the Trustee with the interest rate in effect on the Notes promptly after the Reference Time (or such other date of determination

for the applicable Benchmark).

(c) The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis

of a 360-day year consisting of twelve 30-day months to, but excluding, May 15, 2031, and, the amount of interest payable on any Floating

Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day year on the basis of the actual

number of days elapsed.

(d) The Corporation or the Calculation Agent, as applicable, shall calculate the amount of interest payable on any Interest Payment

Date and the Trustee shall have no duty to confirm or verify any such calculation. In the event that any scheduled Interest Payment Date

or the Maturity Date for the Notes falls on a day that is not a Business Day, then payment of interest payable on such Interest Payment

Date or of principal and interest payable on the Maturity Date will be paid on the next succeeding day which is a Business Day (any payment

made on such date will be treated as being made on the date that the payment was first due and no interest on such payment will accrue

for the period from and after such scheduled Interest Payment Date); provided, that in the event that any scheduled Floating Rate Interest

Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month,

such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case, the amounts

payable on such Business Day will include interest accrued to, but excluding, such Business Day. U.S. dollar amounts resulting from interest

calculations will be rounded to the nearest cent, with one-half cent being rounded upward.

(e) The Corporation shall take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for

so long as any of the Notes remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term

SOFR in respect of each Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the

Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination of any interest

rate and its calculation of interest payments for any period will be maintained on file at the Calculation Agent’s principal offices,

will be made available to any Holder of the Notes upon request and will be provided to the Trustee. The Calculation Agent shall have

all the rights, protections and indemnities afforded to the Trustee under the Base Indenture and hereunder. The Calculation Agent may

be removed by the Corporation at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed

by the Corporation, the Corporation will promptly appoint a replacement Calculation Agent. The Calculation Agent may not resign its duties

without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed by the Corporation

and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation Agent, then the

resigning Calculation Agent may petition, at the expense of the Corporation, any court of competent jurisdiction for the appointment

of a successor Calculation Agent with respect to such series. The Trustee shall not be under any duty to succeed to, assume or otherwise

perform, any duties of the Calculation Agent, or to appoint a successor or replacement in the event of the Calculation Agent’s

resignation or removal or to replace the Calculation Agent in the event of a default, breach or failure of performance on the part of

the Calculation Agent with respect to the Calculation Agent’s duties and obligations hereunder. For the avoidance of doubt, if

at any time there is no Calculation Agent appointed by the Corporation, then the Corporation shall be the Calculation Agent. The Corporation

may appoint itself or any of its Affiliates to be the Calculation Agent.

(f) Effect of Benchmark Transition Event.

(1) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred

on or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace

the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Period in respect of such determination on

such date and all determinations on all subsequent dates. In connection with the implementation of a Benchmark Replacement, the Calculation

Agent will have the right to make Benchmark Replacement Conforming Changes from time to time.

(2) Notwithstanding anything set forth in Section 2.4(b) above, if the Calculation Agent determines on or prior to the relevant Reference

Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR,

then the provisions set forth in this Section 2.4(f) will thereafter apply to all determinations of the interest rate on the Notes during

the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate

on the Notes for each interest period during the Floating Rate Period will be an annual rate equal to the Benchmark Replacement plus

217 basis points.

(3) The Calculation Agent is expressly authorized to make certain determinations, decisions and elections under the terms of the Notes,

including with respect to the use of Three-Month Term SOFR as the Benchmark and under this Section 2.4(f). Any determination, decision

or election that may be made by the Calculation Agent under the terms of the Notes, including any determination with respect to a tenor,

rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from

taking any action or selection (A) will be conclusive and binding on the Holders of the Notes and the Trustee absent manifest error,

(B) if made by the Corporation as Calculation Agent, will be made in the Corporation’s sole discretion, (C) if made by a Calculation

Agent other than the Corporation, will be made after consultation with the Corporation, and the Calculation Agent will not make any such

determination, decision or election to which the Corporation reasonably objects and (D) notwithstanding anything to the contrary herein

or in the Base Indenture, shall become effective without consent from the Holders of the Notes, the Trustee or any other party. If the

Calculation Agent fails to make any determination, decision or election that it is required to make under the terms of the Notes, then

the Corporation will make such determination, decision or election on the same basis as described above.

(4) The Corporation (or its Calculation Agent) shall notify the Trustee in writing (i) upon the occurrence of the Benchmark Transition

Event or the Benchmark Replacement Date, and (ii) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items

affecting the interest rate on the Notes after a Benchmark Transition Event.

(5) The Trustee (including in its capacity as Paying Agent) shall have no (i) responsibility or liability for the (A) Three-Month

Term SOFR Conventions, (B) selection of an alternative reference rate to Three-Month Term SOFR (including, without limitation, whether

the conditions for the designation of such rate have been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted

Benchmark Replacement), (C) determination or calculation of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition

Event or Benchmark Replacement Date has occurred, and in each such case under clauses (A) through (D) above shall be entitled to conclusively

rely upon the selection, determination, and/or calculation thereof as provided by the Corporation or its Calculation Agent, as applicable,

and (ii) liability for any failure or delay in performing its duties hereunder as a result of the unavailability of a Benchmark rate

as described in the definition thereof, including, without limitation, as a result of the Corporation’s or Calculation Agent’s

failure to select a Benchmark Replacement or the Calculation Agent’s failure to calculate a Benchmark. The Trustee shall be entitled

to rely conclusively on all notices from the Corporation or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including,

without limitation, in regards to Three-Month Term SOFR Conventions, a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark

Replacement Conforming Changes. The Trustee shall not be responsible or liable for the actions or omissions of the Calculation Agent,

or any failure or delay in the performance of the Calculation Agent’s duties or obligations, nor shall it be under any obligation

to monitor or oversee the performance of the Calculation Agent. The Trustee shall be entitled to conclusively rely on any determination

made, and any instruction, notice, Officer’s Certificate or other instruction or information provided by the Calculation Agent

without independent verification, investigation or inquiry of any kind. The Trustee shall not be obligated to enter into any amendment

or supplement hereto that adversely impacts its rights, duties, obligations, immunities or liabilities (including, without limitation,

in connection with the adoption of any Benchmark Replacement Conforming Changes).

(6) If the then-current Benchmark is Three-Month Term SOFR, the Calculation Agent will have the right to establish the Three-Month

Term SOFR Conventions, and if any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest

during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Calculation Agent,

then the relevant Three-Month Term SOFR Conventions will apply.

Section

2.5. Redemption.

(a) The Notes shall be redeemable, in each case, in whole or in part from time to time, at the option of the Corporation beginning

with the Interest Payment Date on May 15, 2031, but not prior thereto (except upon the occurrence of certain events specified below),

and on any date thereafter (each, a “Redemption Date”),

subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal

Reserve (or, as and if applicable, the rules of any successor appropriate bank regulatory agency). The Notes may not otherwise be redeemed

prior to the Maturity Date, except that the Corporation may, at its option, redeem the Notes before the Maturity Date, in whole, but

not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules

of the Federal Reserve (or, as and if applicable, the rules of any successor appropriate bank regulatory agency), upon the occurrence

of a Tier 2 Capital Event or a Tax Event, or if the Corporation is required to register as an investment company pursuant to the Investment

Company Act of 1940, as amended (15 U.S.C. 80a-1 et seq.). Any such redemption will be at a Redemption Price equal to 100% of the principal

amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date fixed by the Corporation.

The provisions of Article Eleven of the Base Indenture shall apply to any redemption of the Notes pursuant to this Section 2.5; provided

that a notice of redemption shall be delivered not less than 10 nor more than 45 days prior to the Redemption Date, to each Holder of

Notes to be redeemed in whole or in part. Any partial redemption will be made in accordance with DTC’s applicable procedures among

all of the Holders of the Notes. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state

that it is a partial redemption and the portion of the principal amount thereof to be redeemed, and a replacement Note in principal amount

equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. The

Notes are not subject to redemption or prepayment at the option of the Holders.

Any

notice of redemption may be conditional in the Corporation’s discretion on one or more conditions precedent, and the Redemption

Date may be delayed until such time as any or all of such conditions have been satisfied or revoked by the Corporation if it determines

that such conditions will not be satisfied.

Section

2.6. No Repayment or

Sinking Fund. The Notes will not be subject to redemption or repayment at the option of any Holder at any time prior to the

Stated Maturity. No sinking fund will be provided with respect to the Notes.

Section

2.7.   Notes Not Convertible

or Exchangeable. The Notes will not be convertible into or exchangeable for equity securities, other securities, or assets

or property of the Corporation or its subsidiaries.

Section

2.8. Issuance of Notes;

Selection of Depository. The Notes shall be issued as global Securities in permanent global form, without coupons. The initial

depositary for the Notes shall be DTC.

Section

2.9. Further Issuances.

The Corporation may, without consent of the Holders of the Notes but in compliance with the terms of the Indenture, increase the principal

amount of the Notes by issuing additional Notes on the same terms and conditions as the Notes, except for any differences in the issue

price and interest accrued prior to the date of issuance of the additional Notes, and with the same CUSIP number as the Notes; provided

that such additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Notes and any additional Notes issued

by the Corporation will rank equally and ratably and shall be treated as a single series of Securities for all purposes under the Indenture.

Section

2.10. No Additional Amounts. In

the event that any payment on the Notes is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result

of a change in law or otherwise), the Corporation will not pay additional amounts with respect to such tax or assessment.

Section

2.11.     Execution, Authentication, Delivery and

Dating.

Notwithstanding

anything in the Base Indenture to the contrary, for purposes of the Securities and this Indenture, the first and second paragraphs of

Section 303 of the Indenture shall be replaced with the following:

“(a) The

Securities shall be executed in the name and on behalf of the Corporation by the manual, electronic signature (e.g., “.pdf”

or “.tif”) or facsimile signature of its Chairman of the Board, the President, Chief Financial Officer or a Vice President.

Unless otherwise provided herein or in any other Securities, the words “execute”, “execution”, “signed”,

and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,

any other Securities or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications)

shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal

effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable,

to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce

Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions

Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic

signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee. If

the Person whose signature is on a Security no longer holds that office at the time the Security is authenticated and delivered, the

Security shall nevertheless be valid.”

ARTICLE

Three

APPOINTMENT OF THE TRUSTEE FOR THE NOTES

Section

3.1. Security Registrar;

Paying Agent. The Corporation appoints Wilmington Trust, National Association as Security Registrar and Paying Agent with

respect to the Notes, and the Trustee hereby accepts such appointment.

ARTICLE

Four

SUPPLEMENTAL INDENTURES

Section

4.1. Supplemental Indentures

Without Consent of Holders. Solely with respect to the Notes, the text of Section 901 of the Base Indenture shall be amended

by replacing the period at the end of clause (9) with “; or” and inserting a new clause (10) immediately after clause (9),

which shall read as follows:

“(10)

to add a guarantor with respect to the Notes.”

ARTICLE

Five

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER or LEASE

Section

5.1. Company May Consolidate,

Etc., Only on Certain Terms. Solely with respect to the Notes, the text of clause (1) of Section 801 of the Base Indenture

shall be replaced with the following:

(1)

“the Person formed by such consolidation or into which the Corporation is merged or the Person which acquires by conveyance

or transfer, or which leases, all or substantially all of the properties and assets of the Corporation shall be a corporation, partnership,

limited liability company or trust, shall be organized and validly existing under the laws of the United States of America, any state

thereof or the District of Columbia and, if such surviving Person is not the Corporation, shall expressly assume, by an indenture supplemental

hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the

Notes and the performance or observance of every covenant of the Indenture on the part of the Corporation to be performed or observed;”

ARTICLE

Six

DEFEASANCE

Section

6.1. Defeasance Applicable

to the Notes. Pursuant to Section 301(14) and Section 1301 of the Base Indenture, provision is hereby made for both (i) defeasance

of the Notes under Section 1302 of the Base Indenture and (ii) covenant defeasance of the Notes under Section 1303, in each case, upon

the terms and conditions contained in Article Thirteen of the Base Indenture.

ARTICLE

Seven

MISCELLANEOUS

Section

7.1. Application of

Supplemental Indenture. Each and every term and condition contained in this Supplemental Indenture that modifies, amends or

supplements the terms and conditions of the Base Indenture shall apply only to the Notes created hereby and not to any future series

of Securities established under the Base Indenture.

Section

7.2.   Benefits of this

Supplemental Indenture. Nothing contained in this Supplemental Indenture or in the Notes, express or implied, shall give to

any Person, other than the parties to the Indenture, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors

under the Indenture, and the Holders, any benefit or any legal or equitable right, remedy or claim under the Base Indenture or this Supplemental

Indenture.

Section

7.3. Modification of

the Base Indenture. Except as expressly provided by this Supplemental Indenture, the provisions of the Base Indenture shall

govern the terms and conditions of the Notes.

Section

7.4. Effective Date.

This Supplemental Indenture shall be effective as of the date first above written and upon the execution and delivery hereof by each

of the parties hereto.

Section

7.5. Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original,

but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture

and of signature pages transmitted by electronic signature (e.g., “.pdf” or “.tif”) or facsimile signature shall

constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original

Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted electronic signature (i.e., “.pdf”

or “.tif”) or facsimile signature shall be deemed to be their original signatures for all purposes provided that, notwithstanding

anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any

format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

Section

7.6. Successors and

Assigns. All covenants and agreements in the Indenture, as supplemented and amended by this Supplemental Indenture, by the

Corporation will bind its successors and assigns, whether so expressed or not.

Section

7.7. Effect of Headings.

The Article and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction hereof.

Section

7.8. Separability Clause.

In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality

and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section

7.9. Satisfaction

and Discharge of Indenture. The Corporation shall be deemed to have satisfied all of its obligations under this

Supplemental Indenture upon compliance with the provisions of Section 1302 of the Indenture relating to defeasance of the Notes, to

the extent set forth in Section 1301.

Section

7.10. Ratification of the Base Indenture.

The Base Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture

will be deemed part of the Indenture in the manner and to the extent herein and therein provided. The Base Indenture and this Supplemental

Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Supplemental Indenture supersede

any conflicting provisions included in the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the

Base Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base

Indenture, as supplemented by this Supplemental Indenture.

Section

7.11.   Governing Law; Submission to Jurisdiction.

This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York BUT

WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION

WOULD BE REQUIRED THEREBY (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

The

parties hereby (i) irrevocably submit to the non-exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan,

the city of New York, (ii) waive any objection to laying of venue in any such action or proceeding in such courts, and (iii) waive any

objection that such courts are an inconvenient forum or do not have jurisdiction over any party.

Section

7.12. Trustee Disclaimer. The Trustee

accepts the amendments of the Base Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the

Base Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without

limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to (i) any

of the recitals contained herein, all of which recitals are made solely by the Corporation, (ii) the proper authorization hereof by the

Corporation by action or otherwise, (iii) the due execution hereof by the Corporation or (iv) the consequences of any amendment herein

provided for.

WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers hereunto

duly authorized, all as of the day and year first above written.

FULTON

FINANCIAL CORPORATION

By:

/s/

Richard S. Kraemer

Name:

Richard

S. Kraemer

Title:

Senior Executive Vice President and

Chief Financial Officer

WILMINGTON

TRUST, NATIONAL

ASSOCIATION, as Trustee

By:

/s/

Michael H. Wass

Name:

Michael

H. Wass

Title:

Vice President

EXHIBIT

FORM

OF FACE OF 5.950% FIXED-TO-FLOATING

RATE SUBORDINATED NOTES DUE 2036

THE FOLLOWING

LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

THIS

SECURITY IS AN UNSECURED SUBORDINATED DEBT OBLIGATION OF FULTON FINANCIAL CORPORATION. THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT

AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THIS

SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY

OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY

IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED

CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

FULTON FINANCIAL

CORPORATION

5.950% Fixed-to-Floating

Rate Subordinated Notes due 2036

No. [ ]

U.S.$[ ]

CUSIP NO. 360271AN0

ISIN NO. US360271AN03

FULTON

FINANCIAL CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the

“Corporation,” which term includes any successor Person under the Indenture hereinafter referred to), for value received,

hereby promises to pay to , or registered assigns, the principal sum of $ U.S. Dollars on May 15, 2036 (such date is hereinafter

referred to as the “Stated Maturity Date”), unless redeemed prior to such date, and to pay interest thereon (i) from, and

including, May 5, 2026, to, but excluding, May 15, 2031, unless redeemed prior to such date, at a rate of 5.950% per annum, semi-annually

in arrears on May 15 and November 15 of each year, commencing November 15, 2026 (each such date, a “Fixed Rate Interest Payment

Date,” with the period from, and including, May 5, 2026 to, but excluding, the first Fixed Rate Interest Payment Date and each

successive period from, and including, a Fixed Rate Interest Payment Date to, but excluding, the next Fixed Rate Interest Payment Date

being a “Fixed Rate Period”) and (ii) from, and including, May 15, 2031 to, but excluding, the Stated Maturity Date, unless

redeemed subsequent to May 15, 2031 but prior to the Stated Maturity Date, at a rate equal to Three-Month Term SOFR, reset quarterly,

plus 217 basis points, or such other rate as determined pursuant to the Supplemental Indenture, payable quarterly in arrears on February

15, May 15, August 15 and November 15 of each year through the Stated Maturity Date or earlier Redemption Date (each, a “Floating

Rate Interest Payment Date” and, together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates,”

with the period from, and including, May 15, 2031 to, but excluding, the first Floating Rate Interest Payment Date and each successive

period from, and including a Floating Rate Interest Payment Date to, but excluding, the next Floating Rate Interest Payment Date being

a “Floating Rate Period”). The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period

will be computed on the basis of a 360-day year consisting of twelve 30-day months up to, but excluding May 15, 2031, and, the amount

of interest payable on any Floating Rate Interest Payment Date during the Floating Rate Period will be computed on the basis of a 360-day

year and the number of days actually elapsed. In the event that any scheduled Interest Payment Date for this Security falls on a day

that is not a Business Day, then payment of interest payable on such Interest Payment Date will be paid on the next succeeding day which

is a Business Day (any payment made on such date will be treated as being made on the date that the payment was first due and no interest

on such payment will accrue for the period from and after such scheduled Interest Payment Date); provided, that in the event that any

scheduled Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in

the next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business

Day, and, in each such case, the amounts payable on such Business Day will include interest accrued to, but excluding, such Business

Day. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest

one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

The

interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid

to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth

day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date. Any such interest not so punctually paid

or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person

in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for

the payment of such Defaulted Interest to be fixed by the Corporation, notice whereof shall be given to Holders of Securities of this

series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with

the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required

by such exchange, all as more fully provided in said Indenture.

Payment

of the principal of (and premium, if any) and interest on this Security will be made at the corporate trust office of the Trustee or

at the office of any paying agent that the Corporation may designate, in such coin or currency of the United States of America as at

the time of payment is legal tender for payment of public and private debts.

Reference

is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes

have the same effect as if set forth at this place.

Unless

the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this

Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

[Signature

Page Follows]

FULTON FINANCIAL CORPORATION

Dated: ________________

By:

Name:

Title:

(Trustee’s

Certificate of Authentication)

This is one of

the Securities of the series designated therein referred to in the within-mentioned Indenture.

WILMINGTON

TRUST, NATIONAL

ASSOCIATION, as Trustee

Dated:

________________

By:

Authorized Officer

[FORM

OF REVERSE SIDE OF THE NOTE]

This

Security is one of a duly authorized issue of securities of the Corporation (herein called the “Securities”), issued and

to be issued in one or more series under an Indenture, dated as of November 17, 2014, as supplemented by a Supplemental Indenture dated

as of May 5, 2026 (herein collectively called the “Indenture,” which term shall have the meaning assigned to it in such instrument),

between the Corporation and Wilmington Trust, National Association, as Trustee (herein called the “Trustee”, which term includes

any successor trustee under the Indenture), and reference is hereby made to the Indenture (as amended from time to time) for a statement

of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the holders of Senior

Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

This Security is one of the series designated on the face hereof.

The

indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the

prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect

thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and

directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided

and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance

hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior

Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder

upon said provisions.

The

Indenture contains provisions for defeasance at any time of certain restrictive covenants and Events of Default with respect to this

Security, in each case upon compliance with certain conditions set forth in the Indenture.

an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this

series may be declared due and payable in the manner and with the effect provided in the Indenture.

The

Corporation may, at its option, redeem the Securities, in whole or in part, at a redemption price equal to 100% of the principal amount

of the Securities to be redeemed, plus accrued and unpaid interest (the “Redemption Price”) to, but excluding, the date of

redemption (the “Redemption Date”), on any date on or after May 15, 2031. The Corporation may also, at its option, redeem

the Securities before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier 2 Capital Event,

a Tax Event or if the Corporation is required to register as an investment company pursuant to the Investment Company Act of 1940, as

amended. Any such redemption will be at a redemption price equal to the Redemption Price to, but excluding, the Redemption Date fixed

by the Corporation.

Notwithstanding

any of the foregoing, to the extent then required under or pursuant to applicable regulations of the Federal Reserve (or, as and if applicable,

the rules of any appropriate successor bank regulatory agency), this Security may not be repaid prior to the Stated Maturity Date without

the prior written consent of the Federal Reserve (or, as and if applicable, the rules of any appropriate successor bank regulatory agency).

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed

portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The provisions of Article Eleven of the

Base Indenture and Section 2.5 of this Supplemental Indenture shall apply to the redemption of any Securities by the Corporation.

the event that any payment on the Securities is subject to withholding of any U.S. federal income tax or other tax or assessment (as

a result of a change in law or otherwise), the Corporation will not pay additional amounts with respect to such tax or assessment.

The

Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations

of the Corporation and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the

Corporation and the Trustee with the consent of the Holders of 66 2/3% in principal amount of the Securities at the time Outstanding

of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount

of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance

by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any

such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of

this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or

not notation of such consent or waiver is made upon this Security.

provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding

with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder

shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series,

the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written

request to the Trustee to institute proceedings in respect of such Event of Default and offered the Trustee indemnity satisfactory to

it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time

Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt

of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for

the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation,

which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,

and in the coin or currency, herein prescribed.

provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security

Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section

1002 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to

the Corporation and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon

one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,

will be issued to the designated transferee or transferees.

The

Securities of this series are issuable only in registered form without coupons in minimum denominations of $1,000 and integral multiples

of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series

are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination,

as requested by the Holder surrendering the same.

service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient

to cover any tax or other governmental charge payable in connection therewith.

Prior

to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the

Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security

be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary.

This

Security shall be governed by and construed in accordance with the laws of the State of New York.

All

terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ASSIGNMENT

FORM

If you want to assign

this Note, fill in the form below and have your signature guaranteed. I or we assign and transfer this Note to:

(Print or type

name, address and zip code and social security or tax ID number of assignee)

and irrevocably

appoint _____________________________________ agent to transfer this Note on the books of the Corporation. The agent may substitute another

to act for him.

Date: ________________

Signed: ____________________________________

(Sign exactly

as your name appears on the other side of this Note)

Signature Guarantee:

Note: Signatures

must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements

include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature

guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance

with the Exchange Act, as amended.

SCHEDULE

OF INCREASES OR DECREASES IN GLOBAL SECURITY

The

following increases or decreases in this Global Security have been made:

Date

Amount

of decrease

in principal amount

of this Global

Security

Amount

of increase

in principal amount

of this Global

Security

Principal

amount

of this Global

Security following

such decrease or

increase

Signature

authorized signatory

of Trustee or

Custodian

EX-5.1

Filename: e26236_ex5-1.htm · Sequence: 4

Exhibit

5.1

May 5, 2026

Board of Directors

Fulton

Financial Corporation

One Penn Square

P.O. Box 4887

Lancaster, Pennsylvania

17604

Re: Fulton Financial Corporation—Prospectus

Supplement to Shelf Registration Statement on Form S-3 (File No. 333-289488)

Ladies and Gentlemen:

have acted as special counsel to Fulton Financial Corporation, a Pennsylvania corporation (the “Company”).

At the Company’s request, we have examined a prospectus supplement, dated May 1, 2026 and filed with the Securities and Exchange

Commission (the “Commission”) pursuant to Rule 424(b)

of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities

Act”), on May 4, 2026 (the “Prospectus Supplement”)

to the prospectus, dated August 11, 2025 (together with the Prospectus Supplement, the “Prospectus”),

related to the above-referenced Registration Statement (the “Registration

Statement”), relating to the issuance and sale by the Company of up to $300,000,000 aggregate principal amount of the

Company’s 5.950% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”).

The Notes will be issued under a fourth supplemental indenture, dated May 5, 2026 (the “Supplemental

Indenture”) to that certain Indenture, dated as of November 17, 2014 (together with the Supplemental Indenture, the

“Indenture”), by and between the Company and Wilmington

Trust, National Association as trustee (the “Trustee”).

The Notes are to be sold by the Company pursuant to the Underwriting Agreement, dated May 1, 2026 (the “Underwriting

Agreement”), among the Company, Piper Sandler & Co. and J.P. Morgan Securities LLC, as the underwriters.

This

opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

so acting, we have examined original counterparts or copies of original counterparts of the following documents:

(i) the Underwriting Agreement;

(ii) the Registration Statement and all exhibits thereto;

(iii) the preliminary prospectus supplement, dated May 1, 2026, in the form filed with the Commission pursuant to Rule 424(b) of the

Securities Act relating to the offering of the Notes;

(iv)

the Prospectus;

(v) the Articles of Incorporation of the Company, as currently in effect;

(vi) the Bylaws of the Company, as currently in effect;

(vii) the Indenture;

(viii) the Notes;

(ix) the Form T-1 Statement of Eligibility of the Trustee filed with the Commission on August 11, 2025; and

(xi) Resolutions of the Board of Directors of the Company and committees thereof with respect to the Registration Statement and the

offering of the Notes.

have also examined originals or copies or such records of the Company, certificates and websites of public officials and of officers

or other representatives of the Company and agreements and other documents, and made such other investigations, as we have deemed necessary,

subject to assumptions set forth below, as a basis for the opinion expressed below.

In rendering

this opinion, we have assumed:

(i) The genuineness of all signatures (whether manual, electronic or otherwise) and, to the extent that a signature on a document

is manifested by electronic or similar means, such signature has been executed or adopted by a signatory with an intent to authenticate

and sign the document.

(ii) The authenticity

of the originals of the documents submitted to us.

(iii) The conformity to authentic originals of any documents submitted to us as copies.

(iv) As to matters of fact, the truthfulness of the representations made or otherwise incorporated in the Prospectus and representations

and statements made in certificates or web sites of public officials and officers or other representatives of the Company.

(v) That the offer and sale of the Notes complies in all respects with the terms, conditions and restrictions set forth in the Registration

Statement and the Prospectus.

We have not independently

established the validity of the foregoing assumptions.

Based

on the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that when the Notes

have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture against payment of consideration

therefor in accordance with the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable

against the Company in accordance with their terms.

Atlanta | Austin | Birmingham

| Tampa | Tysons | Washington, D.C. | West Palm Beach

Our

opinion is limited to the Business Corporation Law of the Commonwealth of Pennsylvania, as amended. We express no opinion as to

federal law, including the federal securities laws, state securities (or “blue sky”) laws or the laws of any other

jurisdiction, and the opinions set forth herein are qualified in that respect. We express no opinion as to whether, or the extent to

which, the laws of any particular jurisdiction apply to the subject matter hereof.

This

opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers

who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely

in connection with the transactions contemplated by the Registration Statement and no opinions may be inferred or implied beyond the

matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof and we specifically

disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting

such opinions.

hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K for incorporation by reference into

the Registration Statement and to the references to us under the heading “Legal Matters” in the Prospectus constituting a

part thereof. Our consent, however, shall not constitute an admission to our being experts as provided for in Sections 7 and 11 of the

Securities Act.

Respectfully

submitted,

/s/ Holland & Knight LLP

HOLLAND & KNIGHT LLP

Atlanta | Austin | Birmingham

| Tampa | Tysons | Washington, D.C. | West Palm Beach

EX-5.2

Filename: e26236_ex5-2.htm · Sequence: 5

Exhibit

5.2

Skadden,

Arps, Slate, Meagher & Flom llp

ONE

MANHATTAN WEST

NEW

YORK, NY 10001

___

TEL:

(212) 735-3000

FAX:

(212) 735-2000

www.skadden.com

FIRM/AFFILIATE

OFFICES

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BOSTON

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HOUSTON

LOS

ANGELES

PALO

ALTO

WASHINGTON,

D.C.

WILMINGTON

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ABU

DHABI

BEIJING

BRUSSELS

FRANKFURT

HONG

KONG

LONDON

MUNICH

PARIS

SÃO

PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

May

5, 2026

Fulton

Financial Corporation

One Penn Square

Lancaster,

Pennsylvania 17604

RE: Fulton

Financial Corporation

Registration

Statement on Form S-3

Ladies

and Gentlemen:

We have acted as

special United States counsel to Fulton Financial Corporation, a Pennsylvania corporation (the “Company”),

in connection with the public offering of $300,000,000 aggregate principal amount of its 5.950% Fixed-to-Floating Rate Subordinated

Notes due 2036 (the “Notes”) to be issued under

the Indenture, dated as of November 17, 2014 (the “Base

Indenture”), between the Company and Wilmington Trust, National Association, as trustee (in such capacity, the

“Trustee”), as supplemented by the Fourth

Supplemental Indenture (the “Supplemental

Indenture” and, together with the Base Indenture, the “Indenture”),

dated as of the date hereof between the Company and the Trustee.

This opinion letter

is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities

Act”).

Fulton Financial Corporation

May 5, 2026

Page 2

In rendering

the opinion stated herein, we have examined and relied upon the following:

(a) the

registration statement on Form S-3ASR (File No. 333-289499) of the Company relating to debt securities and other securities of the

Company filed with the Securities and Exchange Commission (the “Commission”)

on August 11, 2025, under the Securities Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and

Regulations under the Securities Act (the “Rules and

Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of

the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration

Statement”);

(b) the prospectus, dated August 11, 2025 (the “Base Prospectus”),

relating to debt securities and other securities of the Company, which forms a part of and is included in the Registration Statement;

preliminary prospectus supplement, dated May 1, 2026 (together with the Base Prospectus, the “Preliminary

Prospectus”), relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of

the Rules and Regulations;

(d) the

prospectus supplement, dated May 1, 2026 (the “Prospectus Supplement”

and, together with the Base Prospectus, the “Prospectus”),

relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(e) an

executed copy of the Underwriting Agreement, dated May 1, 2026 (the “Underwriting

Agreement”), among Piper Sandler & Co. and J.P. Morgan Securities LLC as underwriters (the “Underwriters”),

and the Company, relating to the issuance and sale by the Company to the Underwriters of the Notes;

(f) an executed copy of the Base Indenture;

(g) an executed copy of the Supplemental Indenture; and

(h) the global certificate evidencing the Notes, executed by the Company and registered in the name of Cede & Co. (the “Note

Certificate”), delivered by the Company to the Trustee for authentication and delivery.

We have

also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements,

certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such

other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

In our

examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of

all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents

submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to

any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and

representations of officers and other representatives of the Company and others and of public officials, including the factual representations

and warranties contained in the Underwriting Agreement.

Fulton Financial Corporation

May 5, 2026

Page 3

do not express any opinion with respect to the laws of any jurisdiction other than the laws, of the State of New York (the “Opined-on

Law”).

used herein, “Transaction Documents” means the Underwriting

Agreement, the Indenture and the Note Certificate.

Based upon the foregoing

and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificate, when duly authenticated

by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement

and the Indenture, the Note Certificate will constitute the valid and binding obligation of the Company, enforceable against the Company

in accordance with its terms under the laws of the State of New York.

The opinion

stated herein is subject to the following assumptions and qualifications:

(a) we do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization,

moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally,

and the opinion stated herein is limited by such laws and governmental orders and by general principles of equity (regardless of whether

enforcement is sought in equity or at law);

(b) we do not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the

Transaction Documents or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory

regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party

or such affiliates;

(c) except to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents

constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance

with its terms;

(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating

to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions

having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules, regulations or orders,

or to the extent any such provision purports to waive or alter, or has the effect of waiving or altering, any statute of limitations;

(e) we do not express any opinion whether the execution or delivery of any Transaction Document by the Company, or the performance

by the Company of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction

or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company

or any of its subsidiaries;

Fulton Financial Corporation

May 5, 2026

Page 4

(f) the opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein (the

“Specified Documents”) without regard to any agreement

or other document referenced in any Specified Document (including agreements or other documents incorporated by reference or attached

or annexed thereto) and without regard to any other agreement or document relating to any Specified Document that is not a Transaction

Document;

(g) subsequent to the effectiveness of the Indenture and immediately prior to the effectiveness of the Supplemental Indenture, the

Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to the Note Certificate

other than by the applicable Transaction Documents relating to such Notes;

(h) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions

contained in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject

to, in each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402 and (ii) principles

of comity and constitutionality; and

(i) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to

hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of

disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of

the federal courts of the United States of America in any action arising out of or relating to any Transaction Document.

In addition,

in rendering the foregoing opinion we have also assumed that, at all applicable times:

(a) the Company (i) was duly incorporated and was validly existing and in good standing, (ii) had requisite legal status and legal

capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of

the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under,

the Transaction Documents;

(b) the Company had the corporate power and authority to execute, deliver and perform all of its obligations under each of the Transaction

Documents;

(c) each of the Transaction Documents had been duly authorized, executed and delivered by all requisite corporate action on the part

of the Company;

Fulton Financial Corporation

May 5, 2026

Page 5

(d) neither

the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations

thereunder, including the issuance and sale of the Notes: (i) conflicted or will conflict with the certificate of incorporation,

by-laws or any other comparable organizational document of the Company, (ii) constituted or will constitute a violation of, or a

default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we

do not make the assumption set forth in this clause (iii) with respect to those agreements or instruments expressed to be governed

by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025), (iv) contravened or will contravene any order or decree of any governmental

authority to which the Company or its property is subject, or (v) violated or will violate any law, rule or regulation to which the

Company or its property is subject (except that we do not make the assumption set forth in this clause (v) with respect to the

Opined-on Law); and

(e) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations

thereunder, including the issuance and sale of the Notes, required or will require the consent, approval, licensing or authorization

of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby

consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus.

In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7

of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion letter with the Commission as

an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration

Statement. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking

to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very

truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

MPR

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