EXHIBIT 10-K
 
                       MERCANTILE BANKSHARES CORPORATION
 
                               OMNIBUS STOCK PLAN
 
                                  (AS AMENDED)
 
                                   ARTICLE 1
                               OMNIBUS STOCK PLAN
 
    For the purposes of this Plan, the definitions set forth in Sections 1.1
through 1.22 shall be applicable.
 
    SECTION 1.1  AFFILIATE.  "Affiliate" shall mean: (i) any corporation in
which MBC owns, directly or indirectly, within the meaning of Section424(f) of
the Code, 50% or more of the total combined voting power of all classes of stock
of such corporation on a Grant Date; and (ii) any parent corporation of MBC,
within the meaning of Section424(e) of the Code.
 
    SECTION 1.2  BOARD.  "Board" shall mean the Board of Directors of MBC.
 
    SECTION 1.3  CODE.  "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any regulations issued thereunder.
 
    SECTION 1.4  COMMITTEE.  "Committee" shall mean the Committee appointed,
pursuant to Section 3.3 of the Plan, to administer the Plan.
 
    SECTION 1.5  DELIVERY.  "Delivery" shall mean the transfer of possession
from MBC to Grantee of certificates for shares of Restricted Stock, at such time
as such shares, in accordance with the provisions of a Restricted Stock
Agreement, are no longer subject to forfeiture.
 
    SECTION 1.6  EXERCISE DATE.  "Exercise Date" shall mean the date on which an
Option, SAR, or PSU is exercised, determined in accordance with the provisions
of an Option Agreement, Restricted Stock Agreement, or such rules and
regulations as the Committee may adopt.
 
    SECTION 1.7  FAIR MARKET VALUE.  "Fair Market Value" of a share of Stock on
a date shares of Stock are to be valued ("valuation date") in accordance with
the provisions of an Option Agreement or a Restricted Stock Agreement shall
mean: (i) the last reported sale price per share of Stock, regular way, on the
valuation date, or in case no such sale takes place, the average of the closing
bid and asked prices, regular way, on such date, in either case as reported in
the principal consolidated transaction reporting system for securities listed or
admitted to trading on a national securities exchange or included for quotation
on the Nasdaq National Market ("NNM"); or (ii) if the Stock is not so listed or
admitted to trading or included for quotation on the valuation date, the last
quoted price, or if the Stock is not quoted the average of the high bid and low
asked prices, regular way, on such date, in the over-the-counter market, as
reported by the NASD Automated Quotations System, or if such system is no longer
in use, the principal other automated quotation system then in use; or (iii) if
the Stock is not quoted by any such organization, the average of the closing bid
and asked prices, regular way, on the valuation date, as furnished by a
professional market maker making a market in the Stock as selected in good faith
by the Committee; provided, however, that the determination of fair market value
shall be made in good faith in accordance with the Code. If a valuation date is
not a trading day, the determination shall be made as of the next preceding
trading day. "Trading day" shall mean a day on which public trading of
securities occurs and is reported in the principal consolidated reporting system
referred to above, or if the Stock is not listed or admitted to trading on a
national securities exchange or included for quotation on the NNM, any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of
New York are closed.
 
    SECTION 1.8  GRANTEE.  "Grantee" shall mean a Key Employee who has been
granted an Option, SAR, PSU, or Restricted Stock pursuant to the provisions of
the Plan.
 
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    SECTION 1.9  GRANT DATE.  "Grant Date" means the date on which the Committee
formally acts to grant an Option, SAR, PSU, or Restricted Stock to a Grantee.
 
    SECTION 1.10  ISO.  "ISO" shall mean an option to acquire Stock that is an
incentive stock option as defined in Section422(b) of the Code.
 
    SECTION 1.11  KEY EMPLOYEE.  "Key Employee" shall mean any employee of MBC
or an Affiliate whom the Committee determines to be a Key Employee, taking into
account the nature of the services rendered or to be rendered by the particular
employee, the employee's potential contribution to the long-term success of MBC
or an Affiliate, and such other factors as the Committee shall deem relevant.
 
    SECTION 1.12  MBC.  "MBC" shall mean Mercantile Bankshares Corporation.
 
    SECTION 1.13  NON-ISO.  "Non-ISO" shall mean an option to acquire Stock that
is not an ISO.
 
    SECTION 1.14  OPTION.  "Option" shall mean an ISO and/or a Non-ISO.
 
    SECTION 1.15  OPTION AGREEMENT.  "Option Agreement" shall mean an agreement
between MBC (or an Affiliate) and a Grantee memorializing the terms and
conditions of an Option granted under Section 4.1 of the Plan, and any SAR
granted in tandem therewith.
 
    SECTION 1.16  OPTION PRICE.  "Option Price" shall mean the price per share
of Stock at which an option may be exercised.
 
    SECTION 1.17  PLAN.  "Plan" shall mean this Mercantile Bankshares
Corporation Omnibus Stock Plan.
 
    SECTION 1.18  PSU.  "PSU" shall mean a phantom stock unit, which, upon
exercise thereof, shall entitle Grantee to the Fair Market Value of a share of
Stock determined as of such date as the Committee shall specify.
 
    SECTION 1.19  RESTRICTED STOCK.  "Restricted Stock" shall mean Stock granted
to and registered in the name of a Grantee pursuant to Section 5.1 of the Plan,
but that is non-transferable and subject to forfeiture in accordance with the
provisions of Article 5 of the Plan.
 
    SECTION 1.20  RESTRICTED STOCK AGREEMENT.  "Restricted Stock Agreement"
shall mean an agreement between MBC (or an Affiliate) and a Grantee
memorializing the terms and conditions imposed on Restricted Stock issued
pursuant to the provisions of Section 5.1 of the Plan, and any PSUs granted in
tandem therewith.
 
    SECTION 1.21  SAR.  "SAR" shall mean a stock appreciation right, which, upon
exercise thereof, shall entitle Grantee to the amount by which the Fair Market
Value of a share of Stock on the Exercise Date exceeds the Fair Market Value of
a share of Stock on the Grant Date.
 
    SECTION 1.22  STOCK.  "Stock" shall mean shares of MBC's authorized but
unissued common stock, par value of $2.00 per share.
 
                                   ARTICLE 2
                               PURPOSE AND SCOPE
 
    SECTION 2.1  PURPOSE.  The purpose of the Plan is to promote the long-term
success of MBC and its Affiliates by providing an incentive to Key Employees of
MBC and its Affiliates and by encouraging Key Employees to acquire a proprietary
interest in MBC. The opportunity to acquire a proprietary interest in MBC
through the grant of Options, SARs, Restricted Stock, and PSUs will provide Key
Employees with additional motivation to further the profitable growth of MBC and
its Affiliates and will encourage them to remain in the employ of MBC or its
Affiliates. The Plan applies only to Options, SARs, Restricted Stock, and PSUs
granted under the Plan and shall not apply to any Option, SAR, Restricted Stock,
or PSU granted under any other plan of MBC or its Affiliates.
 
    SECTION 2.2  SCOPE.  The aggregate number of shares of Stock that may be
issued under the Plan shall not exceed 1,935,000 shares, unless such number of
shares is adjusted as provided in Section 6.1 hereof. If an Option expires, is
cancelled, or terminates for any reason without having been exercised in full,
or if the
 
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number of shares of Stock subject to the Option is reduced by reason of the
exercise of a SAR granted in tandem therewith, or Restricted Stock is forfeited,
the shares of Stock as to which the Option was not exercised and the Restricted
Stock forfeited shall become available for issuance under the Plan. No employee
may, in any fiscal year, be awarded grants covering more than an aggregate of
300,000 shares of Stock (the "Limit"), provided, however, that (i) Stock
underlying a tandem grant of Options and SARs, or (ii) Restricted Stock and
tandem PSUs shall, in either case, be counted only once in calculating the
Limit. The Limit shall be adjusted to reflect any adjustment of shares of Stock
under Section 6.1.
 
    SECTION 2.3  ELIGIBILITY AS GRANTEE.  Only a Key Employee may be a Grantee;
provided that no member of the Committee may be a Grantee.
 
    SECTION 2.4  EFFECTIVE DATE AND DURATION OF PLAN.  The Plan shall become
effective upon its adoption by the Board; provided that no Option, SAR, or PSU
may be exercised, nor may there be any Delivery of share certificates, prior to
the approval of the Plan by the shareholders of MBC. Unless previously
terminated by the Board, the Plan shall terminate on the tenth anniversary of
its adoption by the Board.
 
                                   ARTICLE 3
                             ADMINISTRATION OF PLAN
 
    SECTION 3.1  ADMINISTRATION BY COMMITTEE.  The Plan shall be administered by
a committee of the Board appointed pursuant to the provisions of Section 3.3 of
the Plan.
 
    SECTION 3.2  POWERS OF COMMITTEE.  The Committee shall have full and final
authority, consistent with the exercise of the maximum discretion permitted by
law:
 
        (i)  to identify, from time to time, Key Employees;
 
        (ii) to grant Options, SARs, PSUs, and Restricted Stock, from time to
    time, to Key Employees;
 
        (iii) to determine the time or times at which Options, SARs, PSUs, and
    Restricted Stock shall be granted;
 
        (iv) to determine the duration, terms and provisions of Options, Option
    Agreements, SARs, Restricted Stock Agreements, and PSUs, including but not
    limited to, any vesting or other restrictions;
 
        (v) to condition the exercise of any Option, SAR, PSU, or the Delivery
    of share certificates, on the attainment of specified performance goals by
    the Key Employee or by MBC or an Affiliate;
 
        (vi) to restrict the sale or otherwise provide for the repurchase of
    Stock acquired pursuant to the exercise of an Option or SAR or in accordance
    with the provisions of a Restricted Stock Agreement;
 
        (vii) to determine the Fair Market Value of Stock;
 
        (viii) subject to the provisions of Section 4.2, to determine the Option
    Price;
 
        (ix) to interpret the Plan, Options, Option Agreements, SARs, PSUs and
    Restricted Stock Agreements;
 
        (x) to prescribe, amend and rescind rules and regulations relating to
    the Plan; and
 
        (xi) to make all other determinations, orders and decisions which the
    Committee deems necessary or advisable for the administration of the Plan.
 
    With respect to any grant or award under the Plan, the Committee may
condition the grant, award, or the vesting or exercisability of the grant or
award, on one or more pre-established, objective performance goals. Such goals
may include (without limitation) performance criteria such as earnings per
share, return on equity, return on assets, income or net income, operating
income or net operating income, sub-categories or combinations of the foregoing,
and any other performance criteria contemplated by Section 162(m) of the Code
and regulations thereunder.
 
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    All determinations made, interpretations rendered, rules and regulations
adopted, and other actions taken by the Committee, pursuant to this Section 3.2,
shall be conclusively binding upon MBC, an Affiliate, a Grantee, and upon all
other persons for all purposes.
 
    SECTION 3.3  COMMITTEE.
 
    (a) APPOINTMENT OF COMMITTEE. The Board shall appoint a committee consisting
of at least three members of the Board to administer the Plan. The Committee may
be the Compensation Committee of the Board, or a subcommittee of the
Compensation Committee, or such other committee as the Board may designate. The
Board shall designate one member of the Committee to serve as Chairman of the
Committee, and may, from time to time, in its sole and exclusive discretion,
rescind its prior designation of Chairman and designate a different member of
the Committee as Chairman. The Board may require that members of the Committee
be "outside directors" within the meaning of Section 162(m) of the Code and
"non-employee directors" as defined in Rule 16b-3 of the Securities and Exchange
Commission, as amended from time to time. The Board may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee,
however caused, shall be filled by the Board.
 
    (b) COMMITTEE MEETINGS. The Committee shall hold meetings at such times and
places as it may determine. The acts of a majority of the Committee during a
meeting, at which at least three members of the Board who are members of the
Committee are present, or acts reduced to and approved in writing by a majority
of the members of the Committee (including at least three members of the Board
who are members of the Committee) without a meeting, shall be the valid acts of
the Committee.
 
    (c) MINUTES AND REPORTS OF COMMITTEE. The Committee shall keep minutes of
its proceedings and shall advise the Board of all decisions, actions, and
determinations made by the Committee. The Committee shall file with the Board,
at least annually, a report that shall state the total number of shares of Stock
subject to Options; the total number of SARs and PSUs granted; the total number
of shares of Restricted Stock granted under the Plan; the total number of shares
of Stock issued pursuant to the exercise of any Option or SAR; the total number
of shares of Stock as to which there has been Delivery of share certificates
under the Plan; and the amount of cash paid, if any, upon the exercise of a PSU
or SAR; all from the inception of the Plan and from the date of the last report
of the Committee.
 
    SECTION 3.4  LIABILITY LIMITED.  To the maximum extent permitted by law, no
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan and/or any Option,
SAR, or PSU granted, Stock or Restricted Stock issued, or share certificates as
to which there has been Delivery, under the Plan.
 
    SECTION 3.5  INDEMNIFICATION.  To the maximum extent permitted by law, the
members of the Board and Committee shall be indemnified by MBC in respect of all
their activities under the Plan.
 
                                   ARTICLE 4
                            OPTIONS AND TANDEM SARS
 
    SECTION 4.1  GRANT OF OPTIONS TO KEY EMPLOYEES.  The Committee may grant
Options to Key Employees for such number of shares of Stock as the Committee may
determine.
 
    4.2 Option Price.
 
    (a) ISOS GRANTED TO NON-TEN PERCENT OWNERS. The Option Price of Stock
subject to an ISO shall not be less than the Fair Market Value of the Stock
on the Grant Date.
 
    (b) ISOS GRANTED TO TEN PERCENT OWNERS. If, immediately before an ISO is
granted, a Key Employee owns (within the meaning of Section422(b)(6) of the
Code, after the application of the attribution rules contained in Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of
stock of either MBC or an Affiliate, the Option Price of Stock subject to an ISO
shall not be less than 110% of the Fair Market Value of the Stock on the Grant
date.
 
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    (c) NON-ISOS. The Option Price of Stock subject to a Non-ISO shall be
determined by the Committee and may be less than the Fair Market Value of the
Stock on the Grant Date but not less than the par value of the Stock.
 
    SECTION 4.3  GRANT OF TANDEM SARS.  For each share of Stock as to which an
Option is granted, the Committee may grant one SAR. All SARs shall be granted in
tandem with either ISOs or Non-ISOs and, if granted in tandem with an ISO, shall
conform to the requirements of Section422 of the Code with respect to the grant
and exercise of alternative rights issued in connection with ISOs.
 
    SECTION 4.4  EXERCISE OF OPTIONS.  Except as provided herein, each Option
shall be exercisable in accordance with the provisions of the Option Agreement,
and/or such rules and regulations as the Committee may have prescribed, and /or
such determinations, orders, or decisions as the Committee may have made. If an
Option is not immediately exercisable in full, the Committee may, in its
discretion, accelerate the time when such Option may be exercised. MBC or an
Affiliate may make or guarantee a loan to the Grantee to assist in the payment
of the Option Price.
 
    SECTION 4.5  EXERCISE OF SARS.  SARs shall be exercisable only to the extent
the Option to which they relate is exercisable; provided, however, that the
exercise of SARs may be limited to periods specified for the exemption provided
by Rule 16b-3 under the Securities Exchange Act of 1934. A SAR may not be
exercised or be deemed to have been exercised when the Fair Market Value of a
share of Stock on the Grant Date exceeds the current Fair Market Value of the
Stock.
 
    SECTION 4.6  OPTION AGREEMENT.  As condition of the grant of an Option, MBC
and the Key Employee shall execute an Option Agreement that shall incorporate
the terms of the Plan, specify the Option Price, the number of shares of Stock
subject to the Option, and the number of any related SARs, and contain such
other terms and conditions as the Committee may determine. If the Option granted
is an ISO, the Option Agreement shall also contain such provisions as are
required by the Code.
 
                                   ARTICLE 5
                        RESTRICTED STOCK AND TANDEM PSUS
 
    SECTION 5.1  ISSUANCE OF RESTRICTED STOCK.  The Committee may grant such
number of shares of Restricted Stock to a Key Employee as the Committee may
determine. The grant of Restricted Stock shall be subject to the provisions of
the Plan and such other terms and conditions as the Committee may prescribe.
Each certificate for Restricted Stock shall be registered in the name of the
Grantee and deposited by him, together with a stock power endorsed in blank,
with MBC.
 
    SECTION 5.2  GRANT OF TANDEM PSUS.  For each share of Restricted Stock
issued, the Committee may grant one PSU. All PSUs shall be granted in tandem
with Restricted Stock.
 
    SECTION 5.3  EXERCISE OF PSUS.  PSUs shall be exercisable only as provided
in the Restricted Stock Agreement to which they are subject, and such other
rules and regulations as the Committee may have adopted; provided, however, that
the exercise of PSUs may be limited to periods specified for the exemption
provided by Rule 16b-3 under the Securities Exchange Act of 1934.
 
    SECTION 5.4  RESTRICTED STOCK AGREEMENT.  As a condition of the grant of
Restricted Stock or the grant of Restricted Stock and tandem PSUs, the Key
Employee and MBC shall execute a Restricted Stock Agreement that shall
incorporate the provisions of the Plan, specify the number of shares of
Restricted Stock granted and the number of any tandem PSUs, and contain such
other terms and conditions as the Committee may determine. Except for such
restrictions as are imposed by the Restricted Stock Agreement, the Grantee shall
have all the rights of a shareholder of Stock. At such time as shares of
Restricted Stock are no longer subject to forfeiture in accordance with the
provisions of a Restricted Stock Agreement, Grantee may require Delivery by MBC
of share certificates representing the number of shares of Stock that are not
subject to forfeiture; provided that, in lieu of Delivery of all or some of such
share certificates, a Grantee, who is also a Grantee of PSUs related to such
shares, may elect to exercise such PSUs.
 
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                                   ARTICLE 6
                               STOCK ADJUSTMENTS
 
    SECTION 6.1  CHANGES IN CAPITAL STRUCTURE.  In the event of a
reclassification, recapitalization, combination, or exchange of stock, stock
split, stock dividend, or other similar event affecting Stock, the number and
class of shares of Stock issued, the number of SARs or PSUs, the number and
class of shares of stock which may be issued upon exercise of Options or SARs
previously granted, and the price per share payable upon exercise of Options,
SARs, or PSUs, or the Delivery of Restricted Stock shall be equitably adjusted
by the Committee to reflect the change. No fractional shares of stock shall be
issued under the Plan on account of such adjustments.
 
    SECTION 6.2  SALE, MERGER OR TENDER OFFER.  In the event of any proposed
merger, consolidation, share exchange, or similar transaction to which MBC would
be a party, or in the case of a tender or exchange offer for stock of MBC, the
Committee or the Board may take such action as is deemed appropriate to
effectuate the purposes of this Plan and to protect the Grantees of Options,
SARs, PSUs, and Restricted Stock, which action may include, but without
limitation, any one or more of the following: acceleration or change of the
Exercise Dates of any Option, SAR or PSU, or the date of Delivery of Restricted
Stock; arrangements with Grantees for the payment of appropriate consideration
to them for the cancellation and surrender of any Option, SAR, PSU, or
Restricted Stock; and in any case where equity securities other than Stock of
MBC are proposed to be delivered in exchange for or with respect to Stock of
MBC, arrangements providing that any Option, SAR or PSU shall become one or more
Options, SARs, or PSUs with respect to such other equity securities.
 
    SECTION 6.3  LIQUIDATION OR DISSOLUTION.  If MBC dissolves and liquidates
(other than pursuant to a plan of merger or reorganization), then
notwithstanding any restrictions on exercise set forth in this Plan or any
Option Agreement or Restricted Stock Agreement; (i) each Grantee of an Option,
SAR or PSU shall have the right to exercise his Option, SAR, or PSU, and each
Grantee of Restricted Stock shall have the right to require Delivery of share
certificates representing such Stock, at any time up to ten days prior to the
effective date of such liquidation and dissolution; and (ii) the Committee or
the Board may make arrangements with Grantees for the payment of appropriate
consideration to them for the cancellation and surrender of any Option, SAR,
PSU, or Restricted Stock that is so cancelled or surrendered at any time up to
ten days prior to the effective date of such liquidation and dissolution. The
Committee or the Board may establish a different period for such exercise,
Delivery, cancellation, or surrender by notice to the Grantee, and it may
establish limitations on exercise, Delivery, cancellation, or surrender to avoid
subjecting the Grantee to liability under Section 16(b) of the Securities
Exchange Act of 1934. Any Option, SAR, or PSU not so exercised, cancelled, or
surrendered shall terminate on the last day for exercise prior to such effective
date; and any Restricted Stock as to which there has not been such Delivery of
share certificates or that has not been so cancelled or surrendered, shall be
forfeited on the last day prior to such effective date.
 
    SECTION 6.4  LIMITATION ON RIGHTS OF GRANTEE.  Except as expressly provided
in Section 5.4, 6.1, 6.2 or 6.3 hereof, the Grantee of an Option, SAR, PSU, or
Restricted Stock shall have no rights by reason of the issuance or grant of (i)
shares of Stock or Restricted Stock of MBC pursuant to the Plan, (ii) additional
shares of stock of MBC (regardless of class or whether issued pursuant to the
Plan), (iii) any other security or debenture convertible into stock of MBC, or
(iv) any other equity security, including issuance pursuant to a plan of merger,
consolidation, or statutory share exchange, and no adjustment by reason thereof
shall be made with respect to the number of shares of Stock subject to an Option
or SAR, or with respect to the number of shares of Restricted Stock or PSUs
granted, or an Option Price or the consideration to be received upon the
exercise of a SAR or PSU.
 
    SECTION 6.5  RIGHTS OF MBC.  Neither the grant of an Option, SAR, PSU, or
Restricted Stock, nor the issuance of Stock pursuant to the exercise of an
Option or SAR, nor the Delivery of share certificates pursuant to the Plan shall
affect in any way the right or power of MBC to issue additional shares of Stock;
to make adjustments, reclassifications, reorganizations or changes in its
capital or business structure; to participate in a merger, consolidation, or
share exchange with another corporation; or to dissolve, liquidate, or sell or
transfer all or any part of its business or assets. In making any adjustment or
taking any action under this
 
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Article 6, or in determining that no such adjustment or action is appropriate,
the Committee and the Board may rely upon the advice of counsel and accountants
of MBC and the determination shall be conclusive.
 
                                   ARTICLE 7
                             AMENDMENT OF THE PLAN
 
    The Board may at any time terminate, suspend, or amend the Plan. The Board
may require any Plan amendments to be submitted for approval by the stockholders
of MBC in its discretion, including but not limited to cases in which such
approval is deemed appropriate for compliance with Section 162(m) or other
provisions of the Code, or to secure exemption from Section 16(b) of the
Securities Exchange Act of 1934.
 
                                   ARTICLE 8
                                 MISCELLANEOUS
 
    SECTION 8.1  NON-TRANSFERABILITY OF OPTIONS, SARS AND PSUS.  No Option, SAR,
or PSU granted hereunder shall be transferable otherwise than by will or the
laws of descent and distribution. During the lifetime of the Grantee, an Option,
SAR, or PSU may be exercised only by him or, during the period he is under a
legal disability, by his guardian or legal representative.
 
    SECTION 8.2  LEGAL RESTRICTIONS.  MBC will not be obligated to issue shares
of Stock or to undertake Delivery of share certificates if counsel to MBC
determines that such issuance or Delivery would violate any law or regulation of
any governmental authority or any agreement between MBC and any securities
association or exchange upon which the Stock is traded. In connection with any
Stock issuance or Delivery of share certificates, the person acquiring the
shares shall, if requested by MBC, give assurances satisfactory to counsel to
MBC regarding such matters as MBC may deem desirable to assure compliance with
all legal requirements. MBC shall in no event be obliged to take any action in
order to cause the exercise of any Option, SAR, or PSU.
 
    SECTION 8.3  MODIFICATION, EXTENSION, AND RENEWAL OF RIGHTS.  Subject to the
terms and conditions of the Plan and any Option Agreement, the Committee may
modify, extend or renew outstanding Options, SARs, or PSUs, or accept the
surrender of outstanding Options, SARs, and PSUs to the extent not previously
exercised, and authorize the granting of new Options, SARs, and PSUs in
substitution therefor. The Committee may not change the terms or conditions
attached to any outstanding Option, SAR, PSU, or share of Restricted Stock in a
manner that would adversely affect the rights of the Grantee without the express
written consent of the Grantee unless so permitted by the terms of the Option
Agreement or Restricted Stock Agreement.
 
    SECTION 8.4  APPLICATION OF FUNDS.  The proceeds received by MBC from the
sale of Stock pursuant to the exercise of Options shall be used for its general
corporate purposes.
 
    SECTION 8.5  COMPLIANCE WITH SECURITIES LAW.  MBC may require that a
Grantee, as a condition to exercise of the Option, and as a condition of
Delivery of any share certificate, provide to MBC, at the time of each such
exercise and each such Delivery, a written representation that the shares of
Stock being acquired shall be acquired by the Grantee solely for investment and
will not be sold or transferred without registration or the availability of an
exemption from registration under the Securities Act of 1933 and applicable
state securities laws. MBC may also require that a Grantee submit other written
representations which will permit MBC to comply with federal and applicable
state securities laws in connection with the issuance of the Stock, including
representations as to the knowledge and experience in financial and business
matters of the Grantee and his ability to bear the economic risk of his
investment. MBC may require that the Grantee obtain a "purchaser representative"
as that term is defined in applicable federal and state securities laws. The
stock certificates for any shares of Stock issued pursuant to this Plan may bear
a legend restricting transferability of the shares of Stock unless such shares
are registered or an exemption from registration is available under the
Securities Act of 1933 and applicable state securities laws. MBC may notify its
transfer agent to stop any transfer of shares of Stock not made in compliance
with these restrictions.
 
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    SECTION 8.6  PLAN SUBJECT TO CHARTER AND BY-LAWS.  This plan is subject to
the Charter and By-laws of MBC, and any applicable federal or state laws, rules
or regulations.
 
    SECTION 8.7  GENDER.  As used herein the masculine gender shall include the
feminine as the identity of an employee may require.
 
    SECTION 8.8  GOVERNING LAW.  The validity, interpretation and administration
of the Plan, Option Agreements, Restricted Stock Agreements, and of any rules,
regulations, determinations or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or thereunder,
shall be determined exclusively in accordance with the laws of the State of
Maryland, without regard to its conflict of laws rules and principles. Without
limiting the generality of the foregoing, the period within which any action in
connection with the Plan must be commenced shall be governed by the laws of the
State of Maryland without regard to the place where the act or omission
complained of took place, the residence of any party to such action or the place
where the action may be brought.
 
    SECTION 8.9  HEADINGS.  The headings in this Plan are for reference purposes
only and shall not affect the meaning or interpretation of the Plan.
 
    SECTION 8.10  NOTICES.  All notices and other communications made or given
pursuant to this Plan shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to the employee
at the address contained in the records of MBC or an Affiliate, or to MBC for
the attention of its Secretary at its principal office.
 
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                                     Note
                                    ------

     Pursuant to a 3-for-2 split of the Stock (in the form of a stock
dividend) on June 30, 1997, the maximum number of shares of Stock issuable
under the Plan and the Limit on the number of such shares underlying grants
to any employee in any fiscal year, set forth in Section 2.2 of the Plan,
were adjusted to 2,902,500 shares and 450,000 shares, respectively.