**Exhibit 10.UU**

 

**As Amended December 13, 2005**

 

**MERCANTILE BANKSHARES CORPORATION**

 

**2004 RESTRICTED STOCK PROGRAM**

 

**Article 1:  Introduction**

 

On March 3, 2004, the Compensation Committee (the “**Committee**”)of the Board of Directors of Mercantile Bankshares Corporation (“**MBC**”), pursuant to Section 3.2 of the Mercantile BanksharesCorporation 1999 Omnibus Stock Plan (the “**Stock Plan**”),approved and adopted this Mercantile Bankshares Corporation 2004 RestrictedStock Program (“**Incentive Program**”). Awards ofRestricted Stock hereunder are conditioned upon and subject to the prior (a)approval by MBC stockholders of the Stock Plan, as amended, and (b)certification in writing by the Committee that the performance goals and otherrequirements set forth herein have been met. The awards of Restricted Stockhereunder are subject to the provisions of the Stock Plan, as amended, and areintended to qualify as qualified performance-based compensation under Section162(m) of the Internal Revenue Code of 1986, as amended **(“Code”**)and the Treasury Regulations thereunder. The Incentive Program shall beinterpreted and administered in compliance with such provisions. Capitalizedterms under this Incentive Program shall have the same meaning as under theStock Plan unless defined differently herein.

 

**Article 2. Administration.**

 

The Incentive Program shall be administered by the Committee asprovided in Article 3 of the Stock Plan. The Committee consists solely of two(2) or more “outside directors” within the meaning of Code Section 162(m) and “nonemployeedirectors” as defined for purposes of Rule 16b-3 of the Securities Exchange Actof 1934 (the “**Exchange Act**”).

 

**Article 3. Participants**

 

Participants under the Incentive Program shall mean those executives ofMBC or its Affiliates listed on Appendix A hereto. Participation in theIncentive Plan neither guarantees nor precludes participation in otherincentive and/or equity compensation plans of MBC or its Affiliates for 2004 orother years.

 

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**Article 4. Performance Period.**

 

(a)           **Definition: **The period over which theperformance goals set forth below must be met is the period from January 1,2004 to December 31, 2005 (the “**Performance Period**”).

 

(b)           **Sale of MBC.**Notwithstanding the above, the Performance Period shall end on thedate of a “**Sale**”****ofMBC, if earlier than December 31, 2005, which shall mean:

 

(i)            Theacquisition by any person, entity or “group”, within the meaning of Section13(d)(3) or 14(d)(2) of the Exchange Act (excluding for this purpose, MBC orits Affiliates, and excluding any acquisition of securities by any employeebenefit plan of MBC or its Affiliates), of beneficial ownership (within themeaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent(50%) or more of either the then outstanding shares of common stock of MBC orthe combined voting power of MBC’s then outstanding voting securities entitledto vote generally in the election of directors (such common stock or thenoutstanding voting securities being referred to herein as “**VotingSecurities**”), calculated on the date of the transaction causing theforegoing fifty percent (50%) test to be met, without regard to any limitationupon the voting rights of any acquiring person under Maryland statutes andwithout regard to the potential exercisability of rights, not exercised on suchdate, pursuant to any Stockholder Protection Rights Agreement of MBC then ineffect; or

 

(ii)           Approvalby the stockholders of MBC of (A) a reorganization, merger, consolidation orstatutory share exchange, in each case, with respect to which persons who arethe holders of the outstanding Voting Securities of MBC immediately prior tosuch reorganization, merger, consolidation or statutory share exchange do not,immediately thereafter, own more than fifty percent (50%) of the combinedvoting power entitled to vote generally in the election of directors of theentity resulting from such reorganization, merger, consolidation or statutoryshare exchange, or (B) a liquidation or dissolution of MBC or the sale of allor substantially all of the assets of MBC to an entity other than an Affiliate.

 

**Article 5. Incentive Awards.**

 

(a)           **Amount.**Theaward payable to each Participant hereunder, subject to the conditions herein(including the provisions of Article 5(c) below), shall be shares of RestrictedStock in an amount whose Value (as defined below), as of the last day of thePerformance Period, equals one hundred percent (100%) of the Participant’sannual base salary (not total base salary during the Performance Period) as ofthe date of adoption and approval of this Incentive Program by the Committee. “**Value**” of the Restricted Stock shall mean the Fair MarketValue as defined in the Stock Plan or, in the case of a Sale of MBC, theaverage weighted closing price of the shares for the thirty (30)-day tradingperiod immediately preceding the closing date of the transaction.

 

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(b)           **Award and****Issuance ofShares**. Any awards the Committee determines to make hereunder shallbe made by the Committee within ninety (90) days of the end of the PerformancePeriod, provided the Stock Plan, as amended, has been approved by MBCstockholders and the Committee certifies in writing after the end of thePerformance Period and prior to making such award that the performance goalsand other requirements herein have been met. As provided in Section 5.2 of theStock Plan, any award made by the Committee hereunder shall be documented inthe form of a Restricted Stock Agreement (in the form attached hereto as AppendixB) executed by MBC and the recipient of such award, and no shares of RestrictedStock shall be issued prior to the execution of such Restricted StockAgreement. No fractional shares shall be issued under this Incentive Program.

 

(c)           **Adjustments.**The Committee may not increase the amount of any award hereunderthat would be issued and payable upon attainment of the performance goalsherein but may within its discretion reduce or eliminate any such award.

 

**Article 6. Performance and Employment Requirements**

 

The following must be certified in writing as met by the Committee asof the end of the Performance Period before the award and issuance ofRestricted Stock hereunder to a Participant:

 

(a)           **PerformanceGoal:**  Total StockholderReturn during the Performance Period, as measured by the dividends payable onMBC common stock during the Performance Period together with the increase fromthe Beginning Stock Price to the Ending Stock Price, must reflect a compoundannual growth rate of at least twelve percent (12%). For this purpose thefollowing definitions apply:

 

(i)            “**Total Stockholder Return**” means dividends paid on MBC CommonStock based on each record date during the Performance Period plus appreciationof MBC common stock as measured by the excess, if any, of the Ending StockPrice over the Beginning Stock Price. In the event of stock splits or otherrecapitalizations involving MBC (excepting stock repurchases or issuances ofnew stock for acquisitions), the Committee shall make such adjustment as itdeems appropriate to maintain comparability between the Beginning Stock Priceand Ending Stock Price.

 

(ii)           “**Beginning Stock Price**” means the average weighted closingprice of MBC common stock for the thirty (30)-day trading period beginning onJanuary 1, 2004.

 

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(iii)          “**Ending Stock Price**” means:

 

(A) if the Performance Period ends onDecember 31, 2005, other than as a result of the Sale of MBC, the averageweighted closing price of MBC common stock for the thirty (30)-day tradingperiod ending on such date; or

 

(B)  ifthe Performance Period ends on the date of the Sale of MBC, the averageweighted closing price of MBC common stock for the thirty (30)-day tradingperiod immediately preceding the closing date of the transaction.

 

(b)           **ContinuedEmployment**:  The Participantmust remain in the continued employment of MBC or its Affiliates from thebeginning of the Performance Period through the last day of the PerformancePeriod. Notwithstanding the foregoing, if a Participant does not remain incontinued employment during the Performance Period solely because of death ortotal disability (as defined in MBC’s long-term disability plan), theParticipant (or his estate, in the event of his death) shall nevertheless be entitledto receive an award hereunder at the end of the Performance Period on the samebasis as if he had remained in continued employment during the PerformancePeriod, so long as the performance goal described in Article 6 has beenattained.

 

**Article 7. Tax Withholding**

 

MBC or any Affiliate shall have the right to deduct from anycompensation or any other payment of any kind (including withholding theissuance of shares of MBC common stock) due the Participant the amount of anyfederal, state or local taxes required by law to be withheld as a result of theaward, issuance or vesting of the Restricted Stock hereunder. In lieu of suchdeduction, MBC may require the Participant to make a cash payment to MBC or anAffiliate equal to the amount required to be withheld. If the Participant doesnot make such payment when requested, MBC may refuse to issue any MBC commonstock certificate hereunder until arrangements satisfactory to the Committeefor such payment have been made.

 

**Article 8. Miscellaneous**

 

(a)           **Employment**.Nothing in the Incentive Program shall confer upon any Participant the right toremain in the employ of MBC or its Affiliates or shall interfere or restrict inany way the rights of the Participant’s employer to discharge or change theterms of employment of any Participant at any time for any reason whatsoever,with or without cause.

 

(b)           **Other Plans**.The adoption of the Incentive Program shall not affect any other equity orother compensation or incentive plan in effect for MBC or any Affiliate, andthe Incentive Program shall not preclude the Committee or MBC’s Board ofDirectors from establishing any other forms of incentive compensation.

 

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**APPENDIX A**

 

LIST OF PARTICIPANTS UNDER

THE MERCANTILE BANKSHARES CORPORATION

 2004RESTRICTED STOCK PROGRAM.

 

1.             Edward J. Kelly,III

2.             Alexander Mason

3.             Michael Reid

4.             Peter Floeckher

5.             John Unger

6.             Terry Troupe

7.             MichaelPaese

 

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**APPENDIX B**

 

## FORM OF  RESTRICTED STOCKAGREEMENT

##  

**OMNIBUSSTOCK PLAN**

** **

**RESTRICTED STOCK AWARD AGREEMENT**

 

**AGREEMENT,** madeeffective as of                        ,2006, by and between Mercantile Bankshares Corporation, a Maryland corporation(“Company”), and                         (“Award Recipient”):

 

**WHEREAS**, the Companymaintains the Mercantile Bankshares Corporation 1999 Omnibus Stock Plan (“OmnibusStock Plan”) under which the Company’s Compensation Committee (“Committee”) ofthe Board of Directors (“Board”) may, among other things, award shares of theCompany’s Common Stock of $2.00 par value (“Common Stock”) to such members ofthe Company’s management team as the Committee may determine, subject to suchterms, conditions, or restrictions as the Committee may deem appropriate; and

 

WHEREAS, pursuant to the Stock Plan, in March 2004 the Company approvedand adopted the Mercantile Bankshares Corporation 2004 Restricted Stock Program(the “2004 Program”): and

 

**WHEREAS**, pursuant tothe Omnibus Stock Plan and the 2004 Program, the Committee, with the approvalof the Board, has granted to the Award Recipient a restricted stock awardsubject to this Agreement setting forth the terms and conditions applicable tosuch award in accordance with Article 5 of the Omnibus Stock Plan and Article 5of the 2004 Program; and

 

**WHEREAS**, the Award Recipientdesires to accept said award in accordance with the terms and provisions of theOmnibus Stock Plan, the 2004 Program and this Agreement.

 

**NOW,****THEREFORE**, in consideration of the premises and mutualcovenants and agreements contained herein, the Company and Award Recipientagree as follows:

 

**1.             AWARD OF SHARES:**

 

Under the terms of the Omnibus Stock Plan and the 2004 Program, theCommittee has granted to the Award Recipient, and has caused to be recorded onthe books of the Company, a restricted stock award made on                         ,2006 (“Award Date”), of                         shares of Common Stock (“Award Shares”) subject to the terms, conditions, 

 

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and restrictions set forth in this Agreement. The Award Recipient haspaid to the Company a purchase price of $             ,equal to $0.01 for each Award Share granted hereunder.

 

**2.            AWARDRESTRICTIONS:**

 

The AwardShares shall be nontransferable and subject to forfeiture until such sharesvest in accordance with the provisions set forth below. Subject to Section 4 ofthis Agreement, all of the Award Shares shall become fully vested at the end ofthe one-year period ending on the first anniversary of the Award Date (the “RestrictionPeriod”), but only if the Award Recipient shall have been continuously employedby the Company throughout such Restriction Period.

 

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

 

During the Restriction Period and prior to vesting, Award Shares arenot transferable by the Award Recipient by means of sale, assignment, exchange,pledge, hypothecation, or otherwise (other than by will or other instrumenttaking effect upon his death or the laws of descent and distribution).

 

**3.            STOCKCERTIFICATES:**

 

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 thename of the Award Recipient as of the Award Date. Physical possession orcustody of such stock certificate(s) shall be retained by the Company untilsuch time as the shares are vested. While in its possession, the Companyreserves the right to place a legend on the stock certificate(s) restrictingthe transferability of such certificate(s) and referring to the terms andconditions (including forfeiture) approved by the Committee and applicable tothe shares represented by the certificate(s). The Award Recipient shall deliverto the Company such number of stock powers, endorsed in blank, as the Committeeshall require with respect to the Award Shares to be held by the Company duringthe Restriction Period.

 

Prior to the vesting of the Award Shares, the Award Recipient shall beentitled to vote the Award Shares and to all other rights of a holder of CommonStock of the Company, except that cash dividends will not be paid to the AwardRecipient but shall be withheld by the Company on the following terms. TheCompany shall maintain and record a calculation of the number of additionalshares of Common Stock (“Additional 

 

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Award Shares”) that the Award Recipient would own at the end of theRestriction Period (or at such earlier date on which Award Shares shall becomevested under Section 4 of this Agreement) as if cash dividends (commencing withthe dividend payable in March 2006) had been payable to the Award Recipient andhad been reinvested in Common Stock (including fractional shares) of theCompany by him as a participant in the Company’s Dividend Reinvestment andStock Purchase Plan (as in effect on the date hereof, or any such amended orsuccessor plan). Upon the vesting of the Award Shares, a certificate for theAdditional Award Shares shall be issued to the Award Recipient in the samemanner as will apply to the Award Shares and shall be deemed to be awarded as asupplemental restricted stock award under the Omnibus Stock Plan, inconsideration of the amount of cash dividends withheld, with cash paid in lieuof any fractional Additional Award Share. If any Award Shares do not becomevested, the Additional Award Shares attributable thereto will not be issued andno payments to the Award Recipient with respect to such Award Share cashdividends will be made.

 

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

 

**4.            TERMINATIONOF EMPLOYMENT:**

 

If the Award Recipient’s employment with the Company terminates due todeath or total and permanent disability or by reason of involuntary terminationof his employment by the Company in violation of any employment agreement (or,if the Award recipient is not subject to an employment agreement with theCompany, such termination is without “good cause” as defined below) during theRestriction Period, any Award Shares which are then subject to restrictionshall become fully vested as of such date of termination of employment. If theemployment of the Award Recipient with the Company is terminated for any otherreason during the Restriction Period, no Award Shares which are then subject torestriction shall become vested and such Award Shares shall be forfeited by theAward Recipient and revert to the Company, without payment of any considerationto the Award Recipient. The Committee shall have absolute discretion (subjectto any applicable laws) to determine whether an authorized leave of absence orabsence on military or government service or otherwise shall constitute atermination of employment for purposes of this Agreement. The Committee shallhave absolute discretion to determine whether an Award Recipient’s terminationof employment is due to total and permanent disability. The Committee mayrequire the Award Recipient to provide whatever evidence the Committee deemsdesirable to ascertain whether the Award Recipient is totally and permanentlydisabled. For purposes of this Agreement, “good cause” shall be limited to (i)Award Recipient’s gross negligence, recklessness, dishonesty, misrepresentationor willful misconduct with respect to the Company, or (ii) the arrest orindictment of the Award Recipient on any felony charge relating to fraud,embezzlement or any other offence involving dishonesty or constituting a breachof trust.

 

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**5.            WITHHOLDINGTAXES AND TAX ELECTIONS:**

 

The Company shall have the right to deduct from any compensation or anyother payment of any kind (including withholding the issuance of shares ofCommon Stock) due the Award Recipient the amount of any federal, state or localtaxes required by law to be withheld as a result of the grant of the restrictedstock award or the lapse of the restriction period in whole or in part;provided, however, that the value of the shares of Common Stock withheld maynot exceed the statutory minimum withholding amount required by law. In lieu ofsuch deduction, the Company may require the Award Recipient to make a cashpayment to the Company or an Affiliate equal to the amount required to bewithheld. If the Award Recipient does not make such payment when requested, theCompany may refuse to issue any Common Stock certificate under this Agreementuntil arrangements satisfactory to the Committee for such payment have beenmade.

 

The Award Recipient has received an information letter disclosing thatan election could be made under Section 83(b) of the Internal Revenue Code of1986, as amended, under which he could recognize income on the grant of AwardShares at the time of the grant and prior to the vesting of such Award Shares.

 

**6.             IMPACT ON OTHERBENEFITS:**

 

The value of the restricted stock award (either on the Award Date or atthe time the shares are vested) shall not be includable as compensation orearnings 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 and the 2004Program) to decide all matters relating to the administration, interpretationand implementation of the Omnibus Stock Plan, the 2004 Program and thisAgreement. All such Committee determinations shall be final, conclusive, andbinding upon the Company, the Award Recipient, and any and all interestedparties.

 

**8.             RIGHT TOCONTINUED EMPLOYMENT:**

 

Nothing in the Omnibus Stock Plan or this Agreement shall be construedas a contract of employment between the Company and the Award Recipient, or asa contractual right of the Award Recipient to continue in the employ of theCompany or any affiliate.

 

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**9.*            *AMENDMENTS:**

 

This Agreement contains the entire agreement between the parties withrespect to the subject matter contained herein and may not be modified, exceptas provided in the Omnibus Stock Plan or in a written document signed by eachof the parties hereto.

 

**10.          FORCE AND EFFECT:**

 

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

 

**11.          PREVAILING LAWS:**

 

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

 

**12.          SUCCESSORS:**

 

This Agreement shall be binding upon and inure to the benefit of theCompany, 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 authorizedofficer, and the Award Recipient has hereunto set his hand and seal, on this                dayof                         ,2006.

 

 
| ATTEST:  | Mercantile  Bankshares Corporation |
|----------|------------------------------------|
|     |                               |
|     |                               |
|     | By:                                |   |   |
|     |                               |
|     |                               |
| WITNESS: |                               |

 

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**STOCK POWER**

 

FOR VALUE RECEIVED, the undersigned,                          ,an individual residing at                                                                            ,whose social security number is                          ,hereby sells, assigns and transfers unto Mercantile Bankshares Corporation orits successor                          shares of Common Stock, $2.00 par value per share, of the Mercantile BanksharesCorporation (the “Company”) standing in my name of the books of the Company,represented by Certificate No.                       ,which is attached hereto, and hereby irrevocably constitutes and appointsMercantile Bankshares Corporation as my attorney to transfer the said stock onthe books of the Company with full power of substitution in the premises.

 
| WITNESS: |   |
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|     |   | Shareholder |
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| Dated:   |   |   |   |
|          |        |  |  |  |

 

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