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                                   EXHIBIT 3
                         FULTON FINANCIAL CORPORATION
             ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION

        In compliance with the requirements of 15 Pa.C.S. (S)1915 (relating to 
articles of amendment), the undersigned business corporation, desiring to amend 
its Articles, hereby states that:

        1.  The name of the corporation is: Fulton Financial Corporation.

        2.  The (a) address of this corporation's current registered office in 
this Commonwealth or (b) name of its commercial registered office provider and 
the county of venue is: One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 
17604, Lancaster County.

        3.  The statute by or under which it was incorporated is: Business 
Corporation Law of 1933.

        4.  The date of its incorporation is: February 8, 1982.

        5.  The amendment shall be effective upon filing these Articles of 
Amendment in the Department of State.

        6.  The amendment was adopted by the shareholders (or members) pursuant 
to 15 Pa.C.S. (S)1914(a) and (b).

        7.  The amendment adopted by the corporation, set forth in full, is as 
follows:

            RESOLVED, that the first sentence of Article 5 of the Articles of
        Incorporation of the Corporation be amended in its entirety to read as
        follows:

            5.  The aggregate number of shares which the Corporation shall have
                authority to issue is 210,000,000 shares, divided into
                200,000,000 shares of Common Stock of Two and 50/100 Dollars
                ($2.50) par value per share and 10,000,000 shares of Preferred
                Stock without par value.
