**Exhibit 10.UU**
**EXECUTIVE EMPLOYMENT AGREEMENT**
          **THIS EXECUTIVE EMPLOYMENT AGREEMENT**, effective on the 1st day of February,2002, by and between MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (“Merc-Safe” or“Employer”), a corporation of the State of Maryland, Two Hopkins Plaza,Baltimore, Maryland 21201, and John J. Pileggi, hereinafter referred to as“Executive.”
          WHEREAS, Employer is engaged in the banking, trust and investmentmanagement business, and Executive has special skills and talents in thatbusiness; and
          WHEREAS, Employer has employed Executive on the terms provided herein, andExecutive, in turn, has accepted full-time employment with Employer accordingto such terms.
          NOW, THEREFORE, in consideration of the mutual covenants hereinaftercontained, the parties do hereby agree as follows:
          1.** Office of Executive.**Executive will serve as Executive Vice President,Wealth Management Institutional Sales of Merc-Safe. This office may be changedduring the term of this Agreement by mutual consent of the parties.
          2.** Term.**The term of this Agreement shall begin on February 1, 2002, andshall terminate on February 1, 2005; provided that the termination date shallbe extended (but not beyond Executive’s retirement date) for one additionalyear on February 1, 2005 and on February 1 of each succeeding year, unlesseither Employer or Executive on or before the immediately preceding December 31declines such an extension by written notice to the other party.
          3.** Compensation.**Executive 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 $400,000 per calendar year, subject to withholding forappropriate items. Executive shall be eligible for such annual bonus amountsas the Board of Directors of Merc-Safe may in its discretion award, up to$400,000 per year. Recommendations as to salary and bonus will be made to theBoard of Directors by the Board’s Committee on Executive Compensation,Promotion and Retirement.
          4.** Other Benefits.**Executive shall be entitled to participate in, and toreceive benefits under, any long-term incentive plan, deferred compensationplan, qualified retirement plan, profit sharing plan, savings plan, group life,disability, sickness, accident and health programs, or any other benefit planor arrangement made available by Employer to its executive officers generally(other than the Mercantile Bankshares Corporation Annual Incentive CompensationPlan), subject to and on a basis consistent
 

 

with the terms, conditions and overall administration of each such plan orarrangement. Any awards of stock incentives will be in the discretion of theEmployer. In addition, Executive shall be entitled to certain benefits underan Executive Severance Agreement among Executive, Mercantile BanksharesCorporation and Merc-Safe dated February 1, 2002 (as such agreement may beamended from time to time).
          5.** Expenses.**Employer shall reimburse Executive for all reasonableexpenses incurred by Executive in connection with the business of the Employer,including expenses for entertainment, travel and similar items. Executiveshall submit to Employer substantiation for reimbursable expenses. Employershall reimburse Executive for reasonable moving expenses incurred in movingExecutive’s immediate family to the Baltimore area.
          6.** Vacation.**Executive shall be entitled to a minimum of four weeksvacation each year.
          7.** Scope of Employment.**Executive shall perform the duties of ExecutiveVice President, Wealth Management Institutional Sales of Merc-Safe in theInvestment Management and Trust Division of Merc-Safe, or any designatedsuccessor division, and for affiliates defined by Employer. Executive agreesto serve with undivided loyalty to Employer and to devote all of his workingtime and efforts in performance of such duties, except for attention topersonal investments, participation in family business enterprises, outsidedirectorships, and public service commitments, provided that none of theforegoing shall unreasonably interfere with his principal employment. Employershall provide Executive with suitable office, secretarial and other supportassistance appropriate to his position.
          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 Executive, 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 Executive or a breach of any of Executive’scovenants of undivided loyalty to and the performance of duties for Employer,as set out in Section 7 of this Agreement. In addition, if Executive 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 Executive from some or any of his offices; provided thatEmployer shall restore Executive to any such office if he shall become able toperform the duties of any such office at any time within the three hundredsixty-five (355) days next following his removal from any such office.Notwithstanding the provisions of Section 3 of this Agreement, in the event ofExecutive’s long-term disability as defined under Employer’s DisabilityInsurance Plan, Executive 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 Executive (other than for
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reimbursement of expenses incurred by Executive prior to termination andany employee benefits that are not extinguished by termination for cause) shallalso simultaneously terminate forthwith.
               In the event that Employer terminates Executive’s employment without goodcause during the original or any extended term of this Agreement, all benefits(including salary) to Executive 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 Executive theeconomic value of such benefit.
          9.** Non-Competition.**Executive 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 Mercshares, Merc-Safe oraffiliated entities, as an employee of, consultant to, or in any othercomparable capacity with, any other banking institution, bank holding company,financial holding company, or entity engaged in furnishing investment advice orinvestment management services, for a period of two years following suchtermination. Executive agrees that Employer shall be entitled to injunctiverelief, in lieu of or in addition to damages, for a violation by Executive ofthe provisions of this Section 9.
          10.** Successors.**This Agreement shall be binding upon and inure to thebenefit 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 Executive. Executive 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 executive benefit plan with Employerrelating to Executive.
          11.** Notices.**All notices called for under this Agreement shall be inwriting addressed to Employer at Two Hopkins Plaza, Baltimore, Maryland 21201,Attention: Corporate Secretary, and to Executive 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 entire agreementbetween 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 in writingsigned by both parties hereto.
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          14.** Governing Law.**This Agreement shall be governed by and construed inaccordance with the laws of the State of Maryland, without reference toprinciples of conflict of laws.
          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 provisions of thisAgreement are found to be unenforceable or illegal, the remaining provisions ofthe Agreement shall remain in full force and effect.
          **IN WITNESS WHEREOF**, the parties have executed this Executive EmploymentAgreement, as of the day and year first above written.
**WITNESS:**       /s/ /s/ John J. Pileggi   SEAL) **John J. Pileggi**         **ATTEST:** **MERCANTILE-SAFE DEPOSIT**   **    AND TRUST COMPANY**         /s/ Alan D. Yarbro By: /s/ Edward J. Kelly, III     (SEAL)**ALAN D. YARBRO**   **EDWARD J. KELLY, III**  Secretary   Chairman and Chief Executive Officer  
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