Exhibit 10.3
July
,
2005
Board of Directors
Fulton Financial Corporation
Lancaster, PA 17604
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Re:
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Stockholder Voting Agreement
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Dear Ladies and Gentlemen:
The undersigned Stockholder (“
Stockholder ”) of Columbia Bancorp, a Maryland
corporation (“ Columbia ”), in order to induce
Fulton Financial Corporation, a Pennsylvania corporation (“
Fulton ”), to enter into the Agreement and Plan of
Merger of even date herewith to be executed by and among Fulton and
Columbia (the “ Merger Agreement ”), hereby
represents, warrants and agrees as follows:
1. Stockholder hereby represents and
warrants that Stockholder owns of record or beneficially good and
valid title to all of the shares of the capital stock of Columbia,
and options to acquire shares of capital stock of Columbia, shown
on Schedule 1 attached hereto, free and clear of any and all
mortgages, liens, encumbrances, charges, claims, restrictions,
pledges, security interests, voting trusts or agreements, or
impositions, except as otherwise disclosed on Schedule 1, and such
shares represent all of the shares, or rights to acquire shares, of
capital stock of Columbia beneficially owned by Stockholder. For
purposes hereof, the capital stock of Columbia and the options to
acquire capital stock of Columbia set forth on Schedule 1 shall be
referred to herein as the “Stock”. It is understood and
agreed that the term “Stock” shall not include any
securities beneficially owned by Stockholder as a trustee or
fiduciary, and that this Agreement is not in any way intended to
affect the exercise by the Stockholder of Stockholder’s
fiduciary responsibility with respect to any such
securities.
2. Stockholder will vote, or cause
to be voted, all of the Stock in person or by proxy, (a) for
approval of the Merger Agreement and the transactions contemplated
thereby at any meeting of the Columbia stockholders duly held for
such purpose and (b) against any action that is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone,
or adversely affect the transactions contemplated by the Merger
Agreement, unless and until Columbia has the right to terminate the
Merger Agreement as set forth therein (the “ Expiration
Date ”).
3. Stockholder will not, nor will
Stockholder permit any entity under Stockholder’s control to,
deposit any of the Stock in a voting trust or subject any of the
Stock to any arrangement with respect to the voting of the Stock in
any manner inconsistent with this Agreement.
4. Stockholder will not sell,
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