Exhibit 10.WW
**EMPLOYEE EMPLOYMENT AGREEMENT**
     **THIS EMPLOYEE EMPLOYMENT AGREEMENT**, effective on the 13th day of January,2003, by and between **MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY**(“Merc-Safe”)(the “Employer”), a corporation organized under the laws of the State ofMaryland, with its headquarters located at Two Hopkins Plaza, Baltimore,Maryland 21201, and **MICHAEL M. PAESE**, hereinafter referred to as “Employee.”
     WHEREAS, Employer is engaged in the banking, trust and investmentmanagement business, and Employee has special skills and talents in thatbusiness; and
     WHEREAS, Employer has employed Employee on the terms provided herein, andEmployee, in turn, has accepted full-time employment with Employer according tosuch terms.
     NOW, THEREFORE, in consideration of the mutual covenants hereinaftercontained, the parties do hereby agree as follows:
     1.**     Title of Employee.**Employee will serve as Senior Vice President/ Associate Counsel of Merc-Safe. This office may be changed during the termof this Agreement by mutual consent of the parties.
     2.**     Term.**The term of this Agreement shall begin on January 13,2003, and shall terminate on January 13, 2005.
     3.**     Compensation.**Employee shall be paid a base annual salary asdetermined by the Board of Directors of Merc-Safe from time to time, at a rateof not less than $200,000 per calendar year, subject to withholding forappropriate items. Employee will be designated as a Class III participant inthe Employer’s Annual Incentive Compensation Plan (“AICP”). Such bonuses shallbe determined by Employer’s Compensation Committee under the AICP in goodfaith. If the AICP is revoked or amended for other than good faith economicreasons so as to decrease or eliminate a bonus to which Employee wouldotherwise have been entitled as a designated participant under the immediatelypre-existing terms of the AICP, he shall be paid any such diminution in bonusas additional compensation on or before March 1 next following the close ofeach year for which such a bonus would otherwise have been payable under theterms of the AICP for such year.
     4.**     Other Benefits.**Employee shall be entitled to participate in,and to receive benefits under, any qualified retirement plan, profit sharingplan, savings plan, group life, disability, sickness, accident and healthprograms, or any other benefit plan or arrangement made available by Employerto its officers generally, subject to and on a
 

 

basis consistent with the terms, conditions and overalladministration of each such plan or arrangement. Any awards of stockincentives will be in the discretion of the Employer. In addition, Employeeshall be entitled to certain benefits under an Employee Severance Agreementamong Employee, Mercantile Bankshares Corporation and Merc-Safe dated January13, 2003 (as such agreement may be amended from time to time).
     5.**     Expenses.**Employer shall reimburse Employee for all reasonableexpenses incurred by Employee in connection with the business of the Employer,including expenses for entertainment, travel and similar items. Employee shallsubmit to Employer substantiation for reimbursable expenses.
     6.**     Vacation.**Employee shall be entitled to a minimum of threeweeks vacation each year.
     7.**     Scope of Employment.**Employee shall perform the duties ofAssociate Counsel of Merc-Safe. Employee agrees to serve with undividedloyalty to Employer and to devote all of his working time and efforts inperformance of such duties, except for attention to personal investments,participation in family business enterprises, outside directorships, and publicservice commitments, provided that none of the foregoing shall unreasonablyinterfere with his principal employment. Employer shall provide Employee withsuitable office, secretarial and other support assistance appropriate to hisposition.
     8.**     Early Termination.**This Agreement shall terminate prior to itsspecified expiration, as may be extended from time to time, on the occurrenceof the death of Employee, or termination by the Employer for good cause. Forpurposes of this Agreement, good cause shall be limited to proven or admittedfraud or material illegal acts by Employee or a breach of any of Employee’scovenants of undivided loyalty to and the performance of duties for Employer,as set out in Section 7 of this Agreement. In addition, if Employee is unableto perform his duties of office by reason of illness or incapacity for a periodof more than one hundred eighty (180) consecutive days, Employer shall beentitled to remove Employee from some or any of his offices; provided thatEmployer shall restore Employee to any such office if he shall become able toperform the duties of any such office at any time within the three hundredsixty-five (365) days next following his removal from any such office.Notwithstanding the provisions of Section 3 of this Agreement, in the event ofEmployee’s long-term disability as defined under Employer’s DisabilityInsurance Plan, Employee shall be compensated as provided under such Plan andshall not receive his base salary or earn any bonus under this Agreement forthe period of time that such disability shall continue.
     In the event that this Agreement is terminated for good cause as hereinprovided, all obligations hereunder of Employer to Employee (other than forreimbursement of expenses incurred by Employee prior to termination and anyemployee benefits that are not extinguished by termination for cause) shallalso simultaneously terminate forthwith.
2

 

          In the event that Employer terminates Employee’s employment without goodcause during the original or any extended term of this Agreement, all benefits(including salary) to Employee provided for in this Agreement shall continueuntil the expiration of the remaining term of this Agreement. To the extentthat it shall not be practicable or legally feasible to continue any suchbenefit in the form provided for in this Agreement, Employer may provide anequivalent benefit in some other form or may pay or provide to Employee theeconomic value of such benefit.
     9.**     Non-Competition.**Employee agrees that upon termination of hisemployment with Employer, he shall not engage in competitive activities in theState of Maryland or in contiguous states, or the District of Columbia, or inany other state in which any offices are maintained by Merc-Safe or affiliatedentities, as an employee of, consultant to, or in any other comparable capacitywith, any other banking institution, bank holding company, financial holdingcompany, or entity engaged in furnishing investment advice or investmentmanagement services, for a period of six months following such termination.Employee agrees that Employer shall be entitled to injunctive relief, in lieuof or in addition to damages, for a violation by Employee of the provisions ofthis Section 9.
     10.**     Successors.**This Agreement shall be binding upon and inure tothe benefit of all successors of Employer, whether by merger, consolidation,reorganization, share exchange, transfer of assets or otherwise. ThisAgreement shall not be otherwise assignable by Employer except with the priorwritten consent of Employee. Employee shall not assign his rights or dutiesunder this Agreement, except (a) as provided in Section 1 of this Agreement,and (b) as provided under any employee or Employee benefit plan with Employerrelating to Employee.
     11.**     Notices.**All notices called for under this Agreement shall bein writing addressed to Employer at Two Hopkins Plaza, Baltimore, Maryland21201, Attention: Corporate Secretary, and to Employee at Two Hopkins Plaza,Baltimore, Maryland 21201, or to such other address as either party maydesignate to the other in writing from time to time. Any such notice shall beeffective when received or two (2) business days after mailing, postageprepaid, by first class, certified or registered mail, return receiptrequested.
     12.**     Entire Agreement.**This Agreement represents the entireagreement between the parties, and all prior representations, agreements andunderstandings between the parties as to its subject matter are of no furtherforce or validity.
     13.**     Amendments.**Any amendments to this Agreement must be inwriting signed by both parties hereto.
     14.**     Governing Law.**This Agreement shall be governed by andconstrued in accordance with the laws of the State of Maryland, withoutreference to principles of conflict of laws.
3

 

     15.**     Headings.**The headings used in this Agreement are solely forconvenience and are not to be used in the construction or interpretationhereof.
     16.**     Severability.**In the event that one or more of the provisionsof this Agreement are found to be unenforceable or illegal, the remainingprovisions of the Agreement shall remain in full force and effect.
     **IN WITNESS WHEREOF**, the parties have executed this Employee EmploymentAgreement, as of the day and year first above written.
**WITNESS:**      By: /s/ Michael M. Pease      **MICHAEL M. PAESE**   **ATTEST:** **MERCANTILE-SAFE DEPOSIT**  **    AND TRUST COMPANY**   By: /s/ John L. Unger  By: /s/ Edward J. Kelly, III    (SEAL)**JOHN L. UNGER** **    EDWARD J. KELLY, III**Secretary     Chairman and Chief Executive Officer
4