AGREEMENT
                              --------- 

        This agreement (the "Agreement") made as of the  12th day of 
July, 1996, is between MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY 
("Merc-Safe"), a corporation with its principal place of business 
at 2 Hopkins Plaza, P. O. Box 2257, Baltimore, Maryland 21203, and 
BRIAN B. TOPPING, an individual residing at 215 Paddington Road, 
Baltimore, Maryland 21212.  MERCANTILE BANKSHARES CORPORATION 
("Mercshares"), a corporation with its principal place of business 
at 2 Hopkins Plaza, Baltimore, Maryland 21201, joins in this 
Agreement as to certain agreements to which it is a party.  This 
Agreement governs certain matters with respect to Mr. Topping's 
anticipated retirement and the provision of services by Mr. 
Topping to Merc-Safe thereafter, which services are mutually 
agreed to be of substantial value.

        1.      Retirement.  Mr. Topping is currently a member of the 
Board of Directors and a Vice President of Mercshares and is Vice 
Chairman of the Board of Directors and an executive officer of 
Merc-Safe.  Effective November 1, 1996 (or earlier at the request 
of Merc-Safe), Mr. Topping's line management responsibilities will 
cease but his other duties shall continue without change in 
compensation or benefits.  On December 31, 1996, Mr. Topping will 
 cease his service as a director of Mercshares and will retire as 
an officer and employee of Mercshares and Merc-Safe ceasing to be 
eligible for benefits available to active employees, and becoming 
eligible for all retirement and supplemental retirement benefits 
under the applicable agreements with and retirement benefits of 
Mercshares and Merc-Safe.  Mr. Topping's Deferred Compensation 
Agreement made as of September 30, 1982, as subsequently amended, 
will be further amended by a Sixth Amendment executed 
simultaneously with this Agreement.  On December 31, 1996, Mr. 
Topping's Executive Employment Agreement dated March 13, 1984 (as 
subsequently amended) and his Executive Severance Agreement dated 
December 31, 1989, with Mercshares and Merc-Safe, shall terminate.


        2.      Service on Board of Merc-Safe.  From and after January 
1, 1997, Mr. Topping will, for such period of time prior to 
December 31, 2001 as Merc-Safe shall request, serve as a non-
employee Director and as a non-employee Vice Chairman of the Board 
of Merc-Safe.


        3.      Retention as Consultant.  For a five-year period 
commencing January 1, 1997 and ending December 31, 2001, Merc-Safe 
hereby retains Mr. Topping as a consultant ("Consultant") and 
Consultant hereby agrees to provide the consulting services 
described in this Agreement.


        4.      Services to be Provided.  In addition to his service as 
a Director of Merc-Safe and in his capacity as Vice Chairman of 
the Board, Consultant shall, with respect to Merc-Safe's Trust 
Division, consult in the formulation of investment policies and 
security selection, assist in facilitation of client service, 
attend reasonable numbers of client and prospective client 
presentations and provide guidance and assistance to portfolio 
managers of certain accounts (the "Accounts").  The initially 
selected Accounts are listed in Appendix A, which is part of this 
Agreement.  Such services are expected to include, at Merc-

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Safe's request, attendance at meetings of the Investment Policy and 
Strategy Committee, the Equity Research Council and MSD&T Funds, 
Inc.  The precise scope of these services shall be as determined 
by mutual agreement of Consultant and Merc-Safe from time to time. 
 

        In view of the proprietary interest of Merc-Safe and 
considerations of confidentiality, such services shall be 
conducted exclusively for Merc-Safe, but nothing herein contained 
shall preclude Consultant from engaging in other business 
activities or from attending to personal affairs and those of his 
family.  Consultant will make himself available to devote such 
time as shall be appropriate to provide the services described 
above, it being agreed, however, that the services need not be 
provided on a full-time basis and further agreed that Consultant 
shall have reasonable latitude for other activities and vacation 
time.

        5.      Compensation and Related Matters.  The fee for services 
which the Consultant shall perform hereunder shall be One Hundred 
Twenty-Five Thousand Dollars ($125,000) per year, payable in 
monthly installments, continuing throughout the five-year term of 
this Agreement, notwithstanding Consultant's disability or death. 
In the case of death, payments shall be made to one or more 
beneficiaries designated by Consultant in writing from time to 
time or, failing such designations, to his estate.

        Consultant will be furnished with suitable office facilities 
and secretarial services and will be reimbursed for reasonable 
expenses incurred in providing his services, but Consultant will 
not be required to provide the services on the premises of Merc-
Safe except when necessary for attendance at meetings.


        6.      Stock Options.  The Option Agreement between Consultant 
and Mercshares dated August 23, 1995 will be amended, as to any of 
Consultant's stock options which would have first become 
exercisable on March 14, 1997 if Consultant were employed by Merc-
Safe on that date, to provide that such options will be 
exercisable as if December 31, 1996 were Consultant's normal 
retirement date instead of an early retirement date.


        7.      Independent Contractor.  In rendering services 
hereunder, the Consultant shall be a self-employed professional 
person who is acting solely as a Director and independent 
contractor and not as an agent, employee or partner of Merc-Safe 
for any purpose.  The Consultant shall have no authority to bind 
Merc-Safe in any contractual manner, nor to represent to others 
that the relationship between Merc-Safe and the Consultant is 
other than as a Director or Vice Chairman of the Board of Merc-
Safe or as otherwise stated herein.  The Consultant shall control 
the conduct and means of performing the services required under 
this Agreement.  Accordingly, it is recognized by the parties that 
there will be no withholding by Merc-Safe, and the Consultant 
shall be responsible for payment of all taxes arising out of the 
activities of the Consultant, unless and to the extent such 
withholding is required under any existing or future tax law with 
respect to payments to independent contractors.

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        8.      Indemnification of Consultant.  Merc-Safe agrees that 
the Consultant shall be indemnified as a Director of Merc-Safe to 
the same extent as other Directors, and with respect to his 
consulting services, shall have no liability for any business 
decisions, actions, policies and practices of Merc-Safe, and 
agrees to indemnify and hold the Consultant harmless from and 
against any claim by any third party with regard to Merc-Safe's 
decisions, actions, policies or practices.

        9.      Termination of Agreement.  Merc-Safe shall have the 
right to terminate this Agreement if Consultant shall commit 
uncured material illegal acts or uncured material breaches of his 
duties as a Director  or of this Agreement, provided, that if 
Merc-Safe believes Consultant has committed such acts or breaches 
it shall provide written notice thereof to Consultant and shall 
provide thirty (30) days after delivery of such notice for 
Consultant to cure such specified acts or breaches.

        Consultant may terminate this Agreement by written notice to 
Merc-Safe if Merc-Safe commits uncured material breaches of this 
Agreement, provided that if Consultant believes such a material 
breach has been committed, he shall provide written notice thereof 
to Merc-Safe and provide thirty (30) days after delivery of such 
notice to cure the breach.  Such a termination by Consultant shall 
not affect his right to receive the payments provided for in 
Section 5 of this Agreement.


        This agreement may also be terminated by mutual written 
consent of Merc-Safe and the Consultant.

        10.     Miscellaneous.

                (a)     This Agreement constitutes the entire agreement 
between the parties with respect to the services provided for 
herein, and does not affect Consultant's entitlement to 
compensation or benefits for services performed prior to the date 
of this Agreement or provided pursuant to any other agreement 
between or among the parties.  This Agreement may not be amended 
or any provision hereof waived except for a document signed by all 
parties hereto.

                (b)     This Agreement is made in and shall be governed by 
and construed in accordance with the laws of the State of 
Maryland, excluding principles of conflicts of law.

                (c)     Any notice given under this Agreement shall be 
deemed given when delivered in person or by registered or 
certified mail, postage prepaid, return receipt requested, or by 
other delivery service providing evidence of receipt to the party 
to whom such notice is to be given, at the addresses stated at the 
beginning of this Agreement or at such other address as either 
party shall hereafter designate to the other in writing.

                (d)     This Agreement shall become effective upon its 
approval by the Compensation Committee of Mercshares, the 
Committee on Executive Compensation, Promotion and Retirement of 
Merc-Safe and by the Board of Directors of Merc-Safe (which 
approval may be by the Trust Executive and Banking Executive 
Committees of the Board of Directors of Merc-Safe), and shall be 
binding upon and inure to the benefit of the parties hereto and 
their respective successors and assigns.

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                To evidence their agreement to the terms stated in this 
Agreement, the parties hereto have signed this Agreement or caused 
it to be signed by their duly authorized representatives as of the 
day and year stated at the beginning of this Agreement.


ATTEST:                                 MERCANTILE-SAFE DEPOSIT
                                        AND TRUST COMPANY




                                                                               
/s/ ALAN D. YARBRO                      By: /s/ H. FURLONG BALDWIN 
    ALAN D. YARBRO                              H. FURLONG BALDWIN
    Secretary                                   Chairman and Chief 
                                                Executive Officer


WITNESS:


                                                                          
/s/ ALAN D. YARBRO                         /s/ BRIAN B. TOPPING          
                                               BRIAN B. TOPPING


ATTEST:                                 MERCANTILE BANKSHARES CORPORATION



                                                                              
/s/ ALAN D. YARBRO                      By: /s/ H. FURLONG BALDWIN
ALAN D. YARBRO                                  H. FURLONG BALDWIN
Secretary                                       Chairman and Chief 
                                                Executive Officer

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Date of Approval of Compensation         Date of Approval of Committee
Committee of Mercantile Bankshares       on Executive Compensation,
Corporation                              Promotion and Retirement of
                                         Mercantile-Safe Deposit and         
                                         Trust Company

                                                            
July 17, 1996                            July 17, 1996 


                                                                             
/s/ Alan D. Yarbro                       /s/ Alan D. Yarbro          
    Alan D. Yarbro, Secretary                Alan D. Yarbro, Secretary


Effective Date of Agreement per approval of the Trust Executive 
and Banking Executive Committees of the Board of Directors of 
Mercantile-Safe Deposit and Trust Company


July 24, 1996


/s/ Alan D. Yarbro                         
    Alan D. Yarbro, Secretary

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