**EXHIBIT10.SS**

 

**MERCANTILEBANKSHARES CORPORATION**

 

**OPTIONAGREEMENT**

 

This Option Agreement isentered into as of this     day of                   ,2004, by and between Mercantile Bankshares Corporation (“MBC”), a Marylandcorporation, and                                                           (“Grantee”).

 

**ARTICLE 1**

 

**DEFINITIONS**

 

For purposes of thisAgreement, the definitions set forth in Sections 1.1 through 1.18 shall beapplicable.

 

Section 1.1Affiliate. “Affiliate”shall mean: (i) any corporation in which MBC owns, directly or indirectly,within the meaning of §424(f) of the Code, fifty percent (50%) or more of thetotal combined voting power of all classes of stock of such corporation on aGrant Date; and (ii) any parent corporation of MBC, within the meaning of§424(e) of the Code.

 

Section 1.2Agreement. “Agreement”shall mean this Option Agreement and shall include the Plan, which is herebyincorporated into and made a part of the Agreement.

 

Section 1.3Anniversary Date.  “Anniversary Date” shall mean March 3rdof each of the first three years after the Grant Date.

 

Section 1.4 Board. “Board” shall mean the Board ofDirectors of MBC.

 

Section 1.5 Code. “Code” shall mean the Internal RevenueCode of 1986, as amended, and any regulations issued thereunder.

 

Section 1.6Committee. “Committee”shall mean the Committee appointed pursuant to Section 3.3 of the Plan.

 

Section 1.7Disability. “Disability”shall mean Grantee’s inability to engage in any substantial gainful activity,by reason of any medically determined physical or mental impairment that may beexpected to result in death or that has lasted or may be expected to last for acontinuous period of not less than twelve (12) months, as determined by the

 

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Committee based on proofof the existence of such disability in such form and manner and at such timesas the Committee may require.

 

Section 1.8 ExerciseDate. “ExerciseDate” shall mean the date on which the Committee receives the written noticerequired under Section 3.2 of this Agreement that Grantee has exercised theOption.

 

Section 1.9 FairMarket Value. “FairMarket Value” of a share of Stock on the Grant Date or Exercise Date, as thecase may be, shall be calculated in accordance with the Plan, in good faith inaccordance with the Code.

 

Section 1.10 GrantDate. “Grant Date”shall mean March 3, 2004.

 

Section 1.11Incentive Stock Option. “Incentive Stock Option” shall mean an option as defined in §422(b)of the Code.

 

Section 1.12 NormalRetirement Date.  “Normal Retirement Date” shall mean the firstday of the month coincident with or next following the date on which Granteeattains age sixty-five (65).

 

Section 1.13 Option. “Option” shall mean an option toacquire Stock and, to the fullest extent permitted by the Code and otherapplicable law, shall mean an Incentive Stock Option.

 

Section 1.14 OptionAmount. “OptionAmount” shall mean                            shares of Stock.

 

Section 1.15 OptionPrice. “OptionPrice” shall mean the price per share of Stock at which the Option may beexercised.

 

Section 1.16 Plan. “Plan” shall mean the MercantileBankshares Corporation 1999 Omnibus Stock Plan.

 

Section 1.17Retirement.  “Retirement” shall mean early or normalretirement in accordance with the terms of The Cash Balance Plan for Employeesof Mercantile Bankshares Corporation and Participating Affiliates, as it mayexist from time to time, or any successor plan.

 

Section 1.18 Stock. “Stock” shall mean shares of MBC’sauthorized but unissued common stock.

 

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**ARTICLE 2**

 

# **GRANT OFOPTION**

#  

Section 2.1 Grant ofOption.  On the Grant Date, MBC, pursuant to the Plan,granted to Grantee an Option to purchase shares of Stock, not to exceed the OptionAmount, at an Option Price of $45.25 per share. To the fullest extent permitted by the Code and other applicable law,the Option shall be an Incentive Stock Option.

 

Section 2.2 Term ofOption.  The Option granted pursuant to Section 2.1shall expire on March 2, 2014, unless and to the extent that the Optionterminates earlier pursuant to other provisions of this Agreement.

 

**ARTICLE 3**

 

**EXERCISEOF OPTION**

 

Section 3.1Exercisability of Option.  The Option shall becomeexercisable in three equal installments commencing on the first AnniversaryDate, unless and to the extent the Option has earlier terminated pursuant tothe provisions of this Agreement, as follows:

 
| **Anniversary  Date**  | ** ** | **Percentage of Option  Amount Becoming Exercisable** | ** ** |
|------------------------|------------|-------------------------------------------------------|------------|
|                   |       |                                                  |       |
| March 3, 2005     |       | 33  1/3                                               | %          |
|                   |       |                                                  |       |
| March 3 2006      |       | 33  1/3                                               | %          |
|                   |       |                                                  |       |
| **March 3, 2007** | ** ** | **33  1/3**                                           | **%**      |

 

Section 3.2 Mannerof Exercise.  The Option may be exercised, in whole or inpart, by delivering written notice to the Committee in such form as theCommittee may require from time to time. Such notice shall specify the number of shares of Stock subject to theOption as to which the Option is being exercised, and shall be accompanied byfull payment of the Option Price of the shares of Stock as to which the Optionis being exercised.  Payment of theOption Price may be made either in cash or shares of Stock (including shares ofStock acquired upon the exercise of an option which have been held by theGrantee for at least six (6) months (or for such lesser period as may bedetermined by the Committee)) having a total Fair Market Value on the ExerciseDate equal to the Option Price multiplied

 

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by the number of sharesof Stock as to which the Option is being exercised.  To the extent permitted by applicable law,payment may also be made by delivery of a properly executed notice of exercisewith irrevocable instructions to a securities broker to sell, and to deliver toMBC the sales proceeds from, a sufficient portion of the Stock subject to theOption to pay the exercise price and any tax withholding.  The Option may be exercised only in multiplesof whole shares and no partial shares shall be issued.  The minimum number of shares of Stock forwhich the Option may be exercised shall be the lesser of one hundred (100)shares or the entire number of shares for which the Option is exercisable onthe Exercise Date.

 

Section 3.3 Issuanceof Shares and Payment of Cash upon Exercise.  Upon exerciseof the Option, in whole or in part, in accordance with the terms of thisAgreement, and upon payment of the Option Price for the shares of Stock as towhich the Option is exercised, MBC shall issue to Grantee the number of sharesof Stock so paid for, in the form of fully paid and non-assessable Stock.

 

Section 3.4 Loan orGuaranty.  Solely at the discretion of the Committee (tothe extent permitted by law), and upon Grantee’s written request, MBC may, butshall not be required to, assist Grantee in the exercise of the Option bymaking a loan to Grantee or by guaranteeing a third-party loan to Grantee.  Such a loan or guaranty shall be conditionedupon prior receipt by the Committee of satisfactory assurances of Grantee’s networth and repayment ability, and compliance with all applicable laws.  Subject to Regulation U of the FederalReserve Board, any such loan or guaranty may be in an amount up to one hundredpercent (100%) of the Option Price of the shares of Stock as to which theOption is being exercised.  All loansshall bear interest at a rate determined by the Committee based upon loans ofsimilar maturity, but in no event shall the interest rate be less than the ratenecessary to avoid the imputation of interest or original issue discount underthe provisions of the Code.  All otherterms of any loan or guaranty (including terms of repayment) shall beestablished by the Committee, subject to Regulation U of the Federal ReserveBoard and all other applicable federal and state laws and regulations.

 

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**ARTICLE 4**

 

**TERMINATIONOF EMPLOYMENT**

 

Section 4.1Termination of Employment For Reason Other Than Death, Disability or Retirement. The Option granted to Grantee shall terminate with respect to any sharesof Stock as to which the Option has not been exercised as of the date Granteeis no longer employed by either MBC or an Affiliate for any reason other thanGrantee’s death, Disability or Retirement, whether or not the Option wasexercisable on such date.

 

Section 4.2 UponGrantee’s Death.  In the event that upon Grantee’s date ofdeath any portion of the Option is exercisable, then Grantee’s executor,personal representative or the person to whom the Option shall have beentransferred by will or the laws of descent and distribution, as the case maybe, may exercise all or any part of the portion of the Option exercisable as ofthe date of death, provided such exercise occurs within twelve (12) monthsafter the date Grantee dies, but not later than the end of the stated term ofthe Option.  Upon Grantee’s death, theportion of the Option, if any, that has not become exercisable as of the dateof Grantee’s death shall terminate on the date of Grantee’s death.

 

Section 4.3  Termination of Employment By Reason ofDisability.  In the event that Grantee ceases to be an employeeof MBC or an Affiliate by reason of Disability, the portion of the Option, ifany, that has become exercisable as of the date of Disability may be exercisedin whole or in part at any time on or after the date of Disability, but notlater than the end of the stated term of the Option or as otherwise provided bythe provisions of Section 4.2 of this Agreement.  Upon Grantee’s termination of employment byreason of Disability, the portion of the Option, if any, that has not becomeexercisable as of the date of Disability shall terminate on the date ofDisability.

 

Section 4.4  Termination of Employment By Reason ofRetirement.

 

(a)                                  Early Retirement.

 

(i)                                     Exercisable Portion of Option. In the event that Grantee ceases to be an employee of MBC or an Affiliateby reason of Retirement at any time prior to Grantee’s Normal Retirement Date,the portion of the Option, if any, that has become exercisable as of the dateof Retirement may be exercised in whole or in part at any time on

 

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or after the date ofRetirement, but not later than the end of the stated term of the Option or asotherwise provided by the provisions of Section 4.2 of this Agreement.

 

(ii)                                  Non-exercisable Portion of Option.** **In the event that Grantee ceasesto be an employee of MBC or an Affiliate by reason of Retirement at any timeprior to Grantee’s Normal Retirement Date, the portion of the Option, if any,that has not become exercisable as of the date of Retirement shall terminate onthe date of Retirement.

 

(b)                                 Normal Retirement. In the event that Grantee ceases to be an employee of MBC or anAffiliate by reason of Retirement on or after Grantee’s Normal Retirement Date,the entire outstanding portion of the Option (not including any portion of theOption that has terminated pursuant to other provisions of this Agreement), ifany, may be exercised in whole or in part, regardless of whether it wasotherwise exercisable as of the date of Retirement, at any time on or after thedate of Retirement, but not later than the end of the stated term of the Optionor as otherwise provided by the provisions of Section 4.2 of thisAgreement.

 

**ARTICLE 5**

 

**MISCELLANEOUS**

 

Section 5.1Non-Guarantee of Employment.  Nothing inthe Plan or this Agreement shall be construed as a contract of employmentbetween MBC (or an Affiliate) and Grantee, or as a contractual right of Granteeto continue in the employ of MBC or an Affiliate, or as a limitation of theright of MBC or an Affiliate to discharge Grantee at any time.

 

Section 5.2 NoRights of Stockholder.  Grantee shall not have any ofthe rights of a stockholder with respect to the shares of Stock that may beissued upon the exercise of the Option until such shares of Stock have beenissued to him upon the due exercise of the Option.

 

Section 5.3 Noticeof Disqualifying Disposition.  If Granteemakes a disposition (as that term is defined in §424(c) of the Code) of anyshares of Stock acquired pursuant to the exercise of an Incentive Stock Optionwithin two (2) years of the Grant Date or within one (1) year after the sharesof Stock are transferred to Grantee, Grantee shall notify the Committee of suchdisposition in writing.

 

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Section 5.4Withholding Taxes.  MBC or any Affiliate shall have the right todeduct from any compensation or any other payment of any kind (includingwithholding the issuance of shares of Stock) due Grantee the amount of anyfederal, state or local taxes required by law to be withheld as the result ofthe exercise of the Option or the disposition (as that term is defined in§424(c) of the Code) of shares of Stock acquired pursuant to the exercise ofthe Option.  In lieu of such deduction,MBC may require Grantee to make a cash payment to MBC or an Affiliate equal tothe amount required to be withheld.  IfGrantee does not make such payment when requested, MBC may refuse to issue anyStock certificate under the Plan until arrangements satisfactory to the Committeefor such payment have been made.

 

Section 5.5Nontransferability of Option.  Except asotherwise determined by the Committee, the Option shall be nontransferableotherwise than by will or the laws of descent and distribution, and during thelifetime of Grantee, the Option may be exercised only by Grantee or, during theperiod Grantee is under a legal disability, by Grantee’s guardian or legalrepresentative.

 

Section 5.6Agreement Subject to Charter and By-Laws.  ThisAgreement is subject to the Charter and By-Laws of MBC, and any applicablefederal or state laws, rules or regulations.

 

Section 5.7 Gender. As used herein the masculine shall include the feminine as thecircumstances may require.

 

Section 5.8 Headings. The headings in this Agreement are for reference purposes only and shallnot affect the meaning or interpretation of the Agreement.

 

Section 5.9 Notices. All notices and other communications made or given pursuant to thisAgreement shall be in writing and shall be sufficiently made or given if handdelivered or mailed by certified mail, addressed to Grantee at the addresscontained in the records of MBC or an Affiliate, or to MBC for the attention ofits Secretary at its principal office.

 

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**ARTICLE 6**

 

**SCOPEOF AGREEMENT**

 

Section 6.1 EntireAgreement; Modification.  This Agreement contains theentire agreement between the parties with respect to the subject mattercontained herein and shall be binding upon MBC, its successors and assigns uponGrantee and Grantee’s heirs, personal representatives and assigns.  This Agreement may be modified by theCommittee as permitted by the Plan, including modification under Section 9.3thereof and any modification to comply with the Code or to cure any ambiguityor to correct or supplement any provision which may be inconsistent with anyother provision or which may be otherwise defective.

 

Section 6.2Counterparts.  This Agreement may be executed simultaneouslyin one or more counterparts, each of which shall be deemed to be an originaland all of which together shall constitute one and the same instrument.  Signatures evidencing execution of thisAgreement on behalf of the Corporation may be in facsimile or photocopy form.

 

IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first above written.

 
| ATTEST:            | MERCANTILE BANKSHARES  CORPORATION |
|--------------------|------------------------------------|
|               |                               |   |
|               |                               |   |
|               |                               |   | By: |   |
| **John  L. Unger** |                               |   | **Name:** |
| Secretary          |                               |   | Title: |
|               |                               |   |
|               |                               |   |
| WITNESS:           |                               | GRANTEE |
|               |                               |   |
|               |                               |   |   |
|               |                               | Signature |
|               |                               |   |
|               |                               |   |
|               |                               | **(Print  clearly or type name)** |

 

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