MERCANTILE BANKSHARES CORP
MBC RESTRICTED STOCK AGREEMENT-KELLY
<DOCUMENT>
<TYPE>EX-10.FF
<SEQUENCE>8
<FILENAME>dex10ff.txt
<DESCRIPTION>MBC RESTRICTED STOCK AGREEMENT-KELLY
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                                                                   EXHIBIT 10 FF

                               OMNIBUS STOCK PLAN

                        RESTRICTED STOCK AWARD AGREEMENT

     AGREEMENT, made effective as of April 29, 2002, by and between Mercantile
Bankshares Corporation, a Maryland corporation ("Company"), and Edward J. Kelly,
III ("Award Recipient"):

     WHEREAS, the Company maintains the Mercantile Bankshares Corporation 1999
Omnibus Stock Plan ("Omnibus Stock Plan") under which the Company's Compensation
Committee ("Committee") of the Board of Directors ("Board") may, among other
things, award shares of the Company's Common Stock of $2.00 par value ("Common
Stock") to such members of the Company's management team as the Committee may
determine, subject to such terms, conditions, or restrictions as the Committee
may deem appropriate; and

     WHEREAS, pursuant to the Omnibus Stock Plan, the Committee, with the
approval of the Board, has granted to the Award Recipient a restricted stock
award subject to this Agreement setting forth the terms and conditions
applicable to such award in accordance with Article 5 of the Omnibus Stock Plan;
and

     WHEREAS, the Award Recipient desires to accept said award in accordance
with the terms and provisions of the Omnibus Stock Plan and this Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein, the Company and Award Recipient agree as follows:

1.   AWARD OF SHARES:

     Under the terms of the Omnibus Stock Plan, the Committee has granted to the
Award Recipient, and has caused to be recorded on the books of the Company, a
restricted stock award on April 29, 2002 ("Award Date"), of 6,250 shares of
Common Stock ("Award Shares") subject to the terms, conditions, and restrictions
set forth in this Agreement. The Award Recipient has paid to the Company a
purchase price of $62.50, equal to $0.01 for each Award Share granted hereunder.

2.   AWARD RESTRICTIONS:

     The Award Shares shall be nontransferable and subject to forfeiture until
such shares vest in accordance with the provisions set forth below. Subject to
Section 4 of this Agreement, the Award Shares shall become vested in three
installments at the end of three periods of time (each, a "restriction period"),
if the Award Recipient shall have been continuously employed by the Company and
its affiliate, Mercantile-Safe Deposit and Trust Company ("Merc-Safe")
throughout the applicable restriction period. The

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number of Award Shares which may become vested in each installment, and the
applicable restriction periods, are set forth below.

                 Number of Award                Restriction
                  Shares Vesting               Period Ending
                  --------------               -------------

                      2,084                    March 12, 2003
                      2,083                    March 12, 2004
                      2,083                    March 12, 2005
                      -----
                      6,250

     Upon the vesting of Award Shares by virtue of the lapse of the applicable
restriction period set forth above or under Section 4 of this Agreement, the
Company shall deliver to the Award Recipient (or the person or persons entitled
thereto under Section 12 of this Agreement in the event of his death) a stock
certificate covering the requisite number of vested shares registered on the
Company's books within 30 days after vesting. Upon receipt of such stock
certificate, the holder is free to hold or dispose of such certificate at will,
subject to any applicable securities laws or regulations governing
transferability of shares of the Company.

     During the applicable restriction period and prior to vesting, Award Shares
are not transferable by the Award Recipient by means of sale, assignment,
exchange, pledge, hypothecation, or otherwise (other than by will or other
instrument taking effect upon his death or the laws of descent and
distribution).

3.   STOCK CERTIFICATES:

     Prior to the vesting of the Award Shares, the stock certificate(s)
evidencing the Award Shares shall be registered on the Company's books in the
name of the Award Recipient as of the Award Date. Physical possession or custody
of such stock certificate(s) shall be retained by the Company until such time as
the shares are vested. While in its possession, the Company reserves the right
to place a legend on the stock certificate(s) restricting the transferability of
such certificate(s) and referring to the terms and conditions (including
forfeiture) approved by the Committee and applicable to the shares represented
by the certificate(s). The Award Recipient shall deliver to the Company such
number of stock powers, endorsed in blank, as the Committee shall require with
respect to the Award Shares to be held by the Company during each restriction
period.

     Prior to the vesting of the Award Shares, the Award Recipient shall be
entitled to vote the Award Shares and to all other rights of a holder of Common
Stock of the Company, except that cash dividends will not be paid to the Award
Recipient but shall be withheld by the Company on the following terms. The
Company shall maintain and record a calculation of the number of additional
shares of Common Stock ("Additional Award Shares") that the Award Recipient
would own at the end of each restriction period (or at such earlier date on
which Award Shares shall become vested under Section 4 of

                                      -2-

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this Agreement) as if cash dividends (commencing with the dividend payable on
March 29, 2002) had been payable to the Award Recipient and had been reinvested
in Common Stock (including fractional shares) of the Company by him as a
participant in the Company's Dividend Reinvestment and Stock Purchase Plan (as
in effect on the date hereof, or any such amended or successor plan). Upon the
vesting of the Award Shares, a certificate for the Additional Award Shares shall
be issued to the Award Recipient in the same manner as will apply to the Award
Shares and shall be deemed to be awarded as a supplemental restricted stock
award under the Omnibus Stock Plan, in consideration of the amount of cash
dividends withheld, with cash paid in lieu of any fractional Additional Award
Share. If any Award Shares do not become vested, the Additional Award Shares
attributable thereto will not be issued and no payments to the Award Recipient
with respect to such Award Share cash dividends will be made.

     Any securities or other property distributable to holders of Common Stock
of the Company, other than cash dividends, prior to the vesting of Award Shares,
shall be treated in the same way, subject to the same vesting and forfeiture
conditions, as Award Shares and shall not be distributed to the Award Recipient
unless and until such Award Shares become vested.

4.   TERMINATION OF EMPLOYMENT:

     If the Award Recipient's employment with the Company and Merc-Safe
terminates due to death or total and permanent disability or by reason of
involuntary termination of his employment by the Company and Merc-Safe in
violation of any employment agreement, during a restriction period, any Award
Shares which are then subject to restriction shall become fully vested as of
such date of termination of employment. If the employment of the Award Recipient
with the Company and Merc-Safe is terminated for any other reason during a
restriction period, no Award Shares which are then subject to restriction shall
become vested and such Award Shares shall be forfeited by the Award Recipient
and revert to the Company, without payment of any consideration to the Award
Recipient. The Committee shall have absolute discretion (subject to any
applicable laws) to determine whether an authorized leave of absence or absence
on military or government service or otherwise shall constitute a termination of
employment for purposes of this Agreement. The Committee shall have absolute
discretion to determine whether an Award Recipient's termination of employment
is due to total and permanent disability. The Committee may require the Award
Recipient to provide whatever evidence the Committee deems desirable to
ascertain whether the Award Recipient is totally and permanently disabled.

5.   WITHHOLDING TAXES AND TAX ELECTIONS:

     The Company or Merc-Safe shall have the right to deduct from any
compensation or any other payment of any kind (including withholding the
issuance of shares of Common Stock) due the Award Recipient the amount of any
federal, state or local taxes required by law to be withheld as a result of the
grant of the restricted stock award or the lapse of a restriction period in
whole or in part; provided, however, that the value of the

                                      -3-

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shares of Common Stock withheld may not exceed the statutory minimum withholding
amount required by law. In lieu of such deduction, the Company may require the
Award Recipient to make a cash payment to the Company or an Affiliate equal to
the amount required to be withheld. If the Award Recipient does not make such
payment when requested, the Company may refuse to issue any Common Stock
certificate under this Agreement until arrangements satisfactory to the
Committee for such payment have been made.

     The Award Recipient has received an information letter disclosing that an
election could be made under Section 83(b) of the Internal Revenue Code of 1986,
as amended, under which he could recognize income on the grant of Award Shares
at the time of the grant and prior to the vesting of such Award Shares. The
parties have concluded that certain possible consequences of such an election
would not be in the best interests of either party, and the Award Recipient, as
a condition of the grant, agrees not to make such an election.

6.   IMPACT ON OTHER BENEFITS:

     The value of the restricted stock award (either on the Award Date or at the
time the shares are vested) shall not be includable as compensation or earnings
for purposes of any other benefit plan offered by the Company.

7.   ADMINISTRATION:

     The Committee or the Board shall have full authority and discretion
(subject only to the express provisions of the Omnibus Stock Plan) to decide all
matters relating to the administration, interpretation and implementation of the
Omnibus Stock Plan and this Agreement. All such Committee determinations shall
be final, conclusive, and binding upon the Company, the Award Recipient, and any
and all interested parties.

8.   RIGHT TO CONTINUED EMPLOYMENT:

     Nothing in the Omnibus Stock Plan or this Agreement shall be construed as a
contract of employment between the Company and the Award Recipient, or as a
contractual right of the Award Recipient to continue in the employ of the
Company or Merc-Safe.

9.   AMENDMENTS:

     This Agreement contains the entire agreement between the parties with
respect to the subject matter contained herein and may not be modified, except
as provided in the Omnibus Stock Plan or in a written document signed by each of
the parties hereto.

                                      -4-

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10.  FORCE AND EFFECT:

     This Agreement is intended to conform in all respects with, and is subject
to all applicable provisions of, the Omnibus Stock Plan (including, without
limitation, the antidilution and other provisions of Article 7), which is
incorporated herein by reference. Inconsistencies between this Agreement and the
Omnibus Stock Plan shall be resolved in accordance with the terms of the Omnibus
Stock Plan. In the event of any ambiguity in this Agreement or any matters as to
which this Agreement is silent, the Omnibus Stock Plan shall govern.

11.  PREVAILING LAWS:

     This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Maryland, without regard to the conflict of
laws principles thereof.

12.  SUCCESSORS:

     This Agreement shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and the Award Recipient and his heirs,
personal representatives and assigns.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Award Recipient has hereunto set his hand
and seal, on this 29/th/ day of April, 2002.

ATTEST:                                    Mercantile Bankshares Corporation

/s/ Alan D. Yarbro                         By: /s/ O. James Talbott, II (SEAL)
--------------------------------               ---------------------------------
Alan D. Yarbro, Secretary                      O. James Talbott, II
                                               Senior Vice President

WITNESS:

/s/ Alan D. Yarbro                        /s/ Edward J. Kelly, III (SEAL)
--------------------------------          --------------------------------------
Alan D. Yarbro                            Edward J. Kelly, III

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