Exhibit (10) F

     MERCANTILE BANKSHARES CORPORATION AND PARTICIPATING
       AFFILIATES UNFUNDED DEFERRED COMPENSATION PLAN
                        FOR DIRECTORS

      AS AMENDED AND RESTATED EFFECTIVE MARCH 12, 1996

                        INTRODUCTION
                        ------------

          By action of its Board of Directors dated December
14,  1982, Mercantile Bankshares Corporation (the "Sponsor")
established  the Mercantile Bankshares Corporation  Unfunded
Deferred  Compensation  Plan  for  Directors  (the  "Plan"),
effective  as of January 1, 1983.  The Plan was amended  and
restated  effective  as of January 1,  1984,  to  include  a
provision  for early withdrawals in the event  of  financial
hardship and to make certain other changes requested by  the
Internal  Revenue Service.  The Plan was again  amended  and
restated  effective as of December 31, 1995, to  modify  the
early withdrawal provision and to add a feature by which the
rate of return credited to the accounts of participants will
be  linked to the rate of return achieved by common stock of
the  Sponsor.  Effective as of March 12, 1996, the Plan  has
again been amended and restated as hereinafter set forth  to
modify  the  distribution  provisions  of  the  Plan.    All
Affiliates which previously adopted the Plan shall  continue
as  participating Affiliates in the Plan, as so amended  and
restated,   unless  and  until  they  withdraw   from   such
participation  pursuant to Section 9(b).  Furthermore,  with
the  approval  of the Chairman of the Board of Directors  or
the  President of the Sponsor, the Plan, as so  amended  and
restated,  may be adopted by the Board of Directors  of  any
Affiliates   of   the   Sponsor  that  are   not   currently
participating  Affiliates  (as more  particularly  described
herein), effective as of March 12, 1996, or as of any  later
date  specified  by any such Affiliate at the  time  of  its
adoption of the Plan.


1.   PURPOSE
     -------

          The  purpose of the Plan is to enable any Director
of any Corporation (as hereinafter defined) to defer receipt
of  fees  and other cash compensation otherwise payable  for
services as a Director by so electing in accordance with the
provisions of the Plan, provided such election is made prior
to the date such compensation is earned by the Director.

2.   DEFINITIONS
     -----------

          Under the Plan, except where the context indicates
otherwise, the following definitions apply:

          (a)   "Account"  shall mean a bookkeeping  reserve
account  established  and maintained  for  each  Participant
pursuant  to  Section 6(a) for purposes of  determining  the
amount payable to the Participant pursuant to Section 7.
                                       1


          (b)   "Affiliate"  shall mean any  corporation  in
which  the  Sponsor owns directly or indirectly, as  of  the
date  of  adoption  of the Plan by the Affiliate,  at  least
eighty percent (80%) of the outstanding voting stock.

          (c)    "Beneficiary"  shall  mean  the   person(s)
entitled,  pursuant to Section 7(g) of the Plan, to  receive
payments  under  the  Plan at and after  the  death  of  the
Participant,  including  the  person(s)  designated  by  the
Participant,  the Participant's estate or the  estate  of  a
deceased Beneficiary, all as more particularly described  in
Section 7(g).

          (d)  "Board of Directors" shall mean the Board  of
Directors  of the Sponsor or an Affiliate, as the  case  may
be.

          (e)     "Corporation"   shall   mean    Mercantile
Bankshares  Corporation and any Affiliate which has  adopted
the  Plan and any successor thereto by merger, consolidation
or otherwise which may agree to continue the Plan.

          (f)    "Committee"   shall  mean   the   committee
appointed by the Board of Directors of the Sponsor  pursuant
to Section 3 to administer the Plan, as the committee may be
constituted  from  time to time, or, in  lieu  thereof,  the
Board of Directors of the Sponsor.

          (g)   "Common  Stock"  shall mean  shares  of  the
Sponsor's authorized and issued common stock, par  value  of
Two Dollars ($2.00) per share.

          (h)   "Deferral  Agreement" shall mean  a  written
agreement,  substantially in the  form  attached  hereto  as
Exhibit  A,  executed  by  the  Participant,  on  which  the
Participant  specifies  his  or her  elections  pursuant  to
Section 5.

          (i)    "Deferred  Compensation"  shall  mean   the
portion  of each compensation payment which would have  been
payable  to  the  Participant in his or her  capacity  as  a
Director while participating in the Plan (whether payable as
a directors' retainer or meeting fee or as a fee for service
on  a committee of the Board of Directors) and which portion
the  Director  has elected to defer under the  terms  of  an
election to participate in the Plan pursuant to Section 5.

          (j)   "Director" shall mean a member of the  Board
of Directors of the Sponsor or any Affiliate.

          (k)   "Fair  Market Value" of a  share  of  Common
Stock  on  a particular date under the Plan shall  mean  the
last  reported sale price per share of Common Stock, regular
way,  or, in case no such sale takes place on such day,  the
average of the closing bid and asked prices, regular way, in
either  case  as  reported  in  the  principal  consolidated
transaction  reporting  system with  respect  to  securities
listed  or  admitted  to  trading on a  national  securities
exchange  or  included for quotation  on  the  Nasdaq  Stock
Market,  or if the Common Stock is not so listed or admitted
to trading or included for quotation, the last quoted price,
or  if the Common Stock is not so quoted, the average of the
high bid and low asked prices, regular way, in the over-the-
counter  market, as reported by the National Association  of
Securities Dealers, Inc. Automated Quotations System or,  if
such  system  is  no  longer  in use,  the  principal  other
automated quotations system that may then be in use  or,  if
                                       2


the Common Stock is not quoted by any such organization, the
average of the closing bid and asked prices, regular way, as
furnished by a professional market maker making a market  in
the  Common Stock as selected in good faith by the Committee
or  by such other source or sources as shall be selected  in
good  faith  by the Committee; provided, however,  that  the
determination  of Fair Market Value shall  be  made  by  the
Committee  in  good  faith in accordance with  the  Internal
Revenue Code of 1986 (as amended).  If, as the case may  be,
the  particular  date for which Fair Market  Value  need  be
established  under  the  Plan is  not  a  trading  day,  the
determination shall be made as of the next preceding trading
day.   As used herein, the term "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 Common Stock is not listed  or
admitted  to  trading on a national securities  exchange  or
included for quotation on the Nasdaq Stock Market,  any  day
other  than  a Saturday, a Sunday or a day on which  banking
institutions in the State of New York are closed.

          (l)   "Interest Credits" shall mean those  amounts
credited  to the Participant's Account pursuant to  Sections
6(c) and 7(b).

          (m)   "Participant" shall mean a Director  of  any
Corporation  who  elects  to  participate  in  the  Plan  as
provided in Section 5.

          (n)   "Phantom  Stock Credits"  shall  mean  those
amounts  credited to the Participant's Account  pursuant  to
Section  6(d),  where  each such  Phantom  Stock  Credit  is
equivalent to the Fair Market Value of one share  of  Common
Stock,  but the crediting of which does not transfer any  of
the  attributes of ownership of a share of Common  Stock  to
the Participant.

          (o)   "Plan"  shall mean the Mercantile Bankshares
Corporation  And Participating Affiliates Unfunded  Deferred
Compensation Plan For Directors, as described herein and  as
amended from time to time.

          (p)   "Sponsor"  shall mean Mercantile  Bankshares
Corporation, a Maryland corporation.

          (q)  "Valuation Date" shall mean the last business
day of March, June, September and December.

3.   ADMINISTRATION
     --------------

          The  Plan  shall be administered by the  Board  of
Directors of the Sponsor.  In the alternative, the Board  of
Directors  of the Sponsor may appoint a Committee consisting
of  not less than two (2) persons to administer the Plan  on
behalf of the Board of Directors of the Sponsor, subject  to
such  terms and conditions as the Board of Directors of  the
Sponsor  may  prescribe.   The  Committee  shall  have   the
authority, in its sole and absolute discretion, to interpret
the  Plan  and  adopt,  amend, or  rescind  such  rules  and
procedures for carrying out the Plan, and to take all  other
action  necessary  or advisable for the  implementation  and
administration  of  the  Plan, as  the  Committee  may  deem
appropriate.   Once appointed, the Committee shall  continue
to  serve until otherwise directed by the Board of Directors
of  the
                                       3


Sponsor.   From time to time, the Board of Directors
of  the  Sponsor may increase the size of the Committee  and
appoint additional members thereof, remove members (with  or
without  cause)  and  appoint new  members  in  substitution
therefor,  fill  vacancies, however caused, and  remove  all
members   of   the   Committee  and,  thereafter,   directly
administer  the  Plan.   In  the event  that  the  Board  of
Directors of the Sponsor is the administrator of the Plan in
lieu  of  a  Committee, the term "Committee" as used  herein
shall  be  deemed  to  mean the Board of  Directors  of  the
Sponsor.

4.   ELIGIBILITY
     -----------

          Eligibility for participation in the Plan shall be
available  to  all  Directors who are not  officers  of  the
Sponsor  or any Affiliate; provided, however, that Directors
of  an Affiliate that is not a participating Affiliate as of
March 12, 1996, shall not be eligible until the later of the
date  the  Plan  is  adopted  by the  Affiliate's  Board  of
Directors  or  the  date such adoption is  approved  by  the
Chairman of the Board of Directors or the President  of  the
Sponsor.  In no event shall an Affiliate's adoption  of  the
Plan take effect retroactively.

5.   PARTICIPANT ELECTIONS
     ---------------------

          (a)  Election to Participate.

                 (i)    Each  Director  who  is  an   active
Participant in the Plan as of December 15, 1995, shall  file
a  new Deferral Agreement with the Committee by December 31,
1995, in order to continue active participation in the Plan.
If  such Deferral Agreement is not received by the Committee
by  December  31, 1995, such Participant shall,  subject  to
Section 5(d), cease to be an active Participant in the  Plan
on December 31, 1995, and may only elect to become an active
Participant as of January 1, 1997, or January 1 of any later
calendar year by filing a Deferral Agreement to that  effect
with  the  Committee  by December 31 of  the  calendar  year
immediately preceding the calendar year during which  he  or
she desires to resume participation.

                (ii)   Any Director who is eligible pursuant
to  Section 4 on December 31, 1995, but who did not actively
participate in the Plan during 1995, may elect to become  an
active  Participant as of January 1, 1996, or January  1  of
any  later  calendar year by filing a Deferral Agreement  to
that  effect  with  the  Committee by  December  31  of  the
calendar year immediately preceding the calendar year during
which he or she desires to commence active participation.

                 (iii)    Any  Director  who  first  becomes
eligible  on or after January 1, 1996, as a result of  being
newly  elected as a Director or as a result of the Affiliate
for which the Director performs services as a Director first
adopting  the Plan may elect to become an active Participant
during  the  calendar  year  in which  such  Director  first
becomes  eligible  by filing a Deferral  Agreement  to  that
effect  with  the  Committee within thirty (30)  days  after
first  becoming  eligible.  Such Director  shall  become  an
active Participant in the Plan effective as of the date  the
Deferral  Agreement  is received by  the  Committee  or,  if
later,  as of the date the Affiliate's adoption of the  Plan
is  effective.  If a Deferral Agreement is not  received  by
the  Committee  within  such thirty (30)  -day  period,  the
Director  may only elect to
                                       4


become an active Participant  as of January 1 of the  subse-
quent calendar year or January 1 of any  later  calendar year
and shall make  such  election  by filing  a  Deferral
Agreement  to  that  effect  with   the Committee  by
December 31 of the calendar year  immediately preceding  the
calendar year during which he or she  desires to commence
active participation.

                (iv)   Unless  otherwise  withdrawn  by  the
Participant, active participation in the Plan shall continue
as  to  any Participant until that person ceases  to  be  an
eligible  Director.  A Participant who withdraws his  active
participation  in the Plan or who ceases to be  an  eligible
Director shall, nevertheless, remain an inactive Participant
hereunder   and   shall  remain  bound  by  all   applicable
provisions of the Plan until such time as his Account  shall
be fully distributed.

          (b)  Deferral Agreements.

                (i)   Each eligible Director shall become  a
Participant in the Plan as of the dates specified in Section
5(a)  by  filing a Deferral Agreement with the Committee  in
accordance with the provisions of Section 5(a).

                (ii)   Each  such  Deferral Agreement  shall
specify  the  percentage  of  compensation  payable  to  the
Director, the receipt of which the Director elects to  defer
pursuant to the Plan.

                (iii)   All  Deferral  Agreements  shall  be
effective  prospectively and only with  respect  to  amounts
earned by the eligible Director subsequent to the date  each
such Deferral Agreement is received by the Committee.

                (iv)   A Deferral Agreement shall remain  in
effect  with respect to compensation earned by the  Director
in  subsequent years until a revised Deferral  Agreement  is
filed  with  the  Committee that modifies any  elections  in
effect under the current Deferral Agreement on file with the
Committee  or  until the Director's active participation  in
the Plan is otherwise terminated.  Any such modifications to
current elections shall be effective as of January 1 of  the
calendar  year immediately following the year in  which  the
revised  Deferral  Agreement is received by  the  Committee;
provided, however, that a Director may terminate at any time
during a calendar year the election to defer the receipt  of
compensation not yet earned by the Director by notifying the
Committee in writing, in which event the election  to  defer
shall  terminate effective upon receipt of such notification
of  termination.  An election to defer all or any part of  a
Director's  annual  retainer fee shall be  irrevocable  with
respect to the calendar year to which such deferral election
applies.

           (c) Termination or Withdrawal of Participation. A
Director's   termination   of   active   participation    or
termination   of   election  to  defer   shall   not   cause
acceleration  or  modification of  the  periodic  method  of
payment elected by the Director pursuant to Section  7  with
respect to the balance of the Director's Account accrued  as
of  the  effective date of such termination (or with respect
to any Interest Credits or dividend equivalent Phantom Stock
Credits  credited to such Account thereafter and before  the
entire balance of such Account has been distributed).
                                       5


          (d)   Election  to Modify Account  Earnings.   Any
current Director who has a balance in his or her Account  as
of  December  31,  1995,  may elect  to  have  such  balance
converted  to  Phantom  Stock Credits effective  January  1,
1996,  as  more  fully  described in Section  6(f),  and  to
thereafter  have credited to the Account dividend equivalent
Phantom  Stock Credits, as described in Section  6(e),  with
respect  thereto, until such time as such individual  ceases
to be a Director (at which time Interest Credits will resume
being credited to his or her Account, as provided in Section
7(b),  until  the  entire balance of the  Account  has  been
distributed   under  the  Plan).   To  make  this   one-time
election,  the  Director must submit to  the  Committee,  by
January  31,  1996,  a  written  election  to  that  effect,
substantially  in  the form attached hereto  as  Exhibit  B,
executed by the Participant.

6.   DEFERRED COMPENSATION ACCOUNTS
     ------------------------------

          (a)   Accounts,  In General.  After the  effective
date of any election to participate properly filed with  the
Committee  by  a  Director, the Corporation  for  which  the
Participant serves as a Director shall establish an  Account
on  its  books  in the name of the Director,  which  Account
shall  be  credited  or debited, as the case  may  be,  with
Deferred   Compensation,  Phantom  Stock   Credits,   and/or
Interest  Credits as described below, and payments  pursuant
to  Section  7.   Each such Account shall  consist  of  such
subaccounts  as are necessary or desirable to the  Committee
for  the convenient administration of the Plan.  The Account
and   any   subaccounts  established  thereunder  shall   be
bookkeeping  reserve  accounts only and  shall  not  require
segregation  of any funds of the Sponsor or an Affiliate  or
provide any Participant with any rights to any assets of the
Sponsor  or  an Affiliate, except, to the extent applicable,
as a general creditor thereof.  Neither a Participant nor  a
Participant's  Beneficiary shall have any right  to  receive
payment  of any amount credited to the Participant's Account
except as expressly provided in Section 7.

          (b)   Vesting.  Each Participant shall be  at  all
times fully vested in and have a nonforfeitable right to the
aggregate amount credited to the Participant's Account.

          (c)   Deferred Compensation and Interest  Credits.
All  Deferred  Compensation deferred by a  Participant  that
otherwise would have been paid to the Participant  prior  to
January 1, 1996, absent the Participant's election to  defer
such  amount pursuant to the Plan shall be credited  to  the
Participant's  Account, denominated in dollars,  as  of  the
Valuation Date occurring within the calendar quarter  during
which   such   amount  would  have  been  payable   to   the
Participant.  Unless such Account balance as of December 31,
1995, is converted to Phantom Stock Credits as described  in
Section 6(f) pursuant to the Participant's election made  in
accordance with Section 5(d), the dollar amount credited  to
the  Participant's Account shall be credited  with  Interest
Credits  as  of  each succeeding Valuation Date,  until  the
entire balance of the Account has been distributed under the
Plan,  at the annual rate of five percent (5%).  The  amount
of  Interest  Credits  to  be credited  to  a  Participant's
Account  on any Valuation Date shall be based on the balance
in the Participant's Account as of the immediately preceding
Valuation Date and shall take into account any distributions
made  from  the  Account  since such  immediately  preceding
Valuation Date.
                                       6


          (d)    Deferred  Compensation  and  Phantom  Stock
Credits.

                (i)  All Deferred Compensation deferred by a
Participant on and after January 1, 1996, shall be  credited
to  the Participant's Account as of the applicable Valuation
Date in the form of Phantom Stock Credits.

                (ii)   The  number  of  such  Phantom  Stock
Credits to be credited to each Participant's Account  as  of
any  Valuation Date shall be determined by dividing (A)  the
aggregate  dollar  amount  of  Deferred  Compensation   that
otherwise would have been payable to the Participant  during
the  calendar quarter ending on such Valuation  Date  absent
the Participant's election to defer such amount pursuant  to
the  Plan,  by  (B) the Fair Market Value of  one  share  of
Common  Stock on such Valuation Date.  Phantom Stock Credits
shall  be  added  to  the Phantom Stock  Credits  previously
credited to the Participant's Account and may be credited to
such Account in whole or fractional units as applicable.

          (e)   Dividend Equivalents.  As of each  Valuation
Date,  each  Participant's Account that  has  a  balance  of
Phantom  Stock  Credits  shall  be  credited  with  dividend
equivalent Phantom Stock Credits determined by dividing  (i)
the  aggregate  dividends that the  Participant  would  have
received  during  the  calendar  quarter  ending   on   such
Valuation  Date if the Participant were the owner of  record
throughout such calendar quarter of a number of whole shares
of  Common Stock equal to the number of whole Phantom  Stock
Credits  credited to such Participant's Account as  of  such
Valuation  Date (but prior to the crediting of any  Deferred
Compensation  on  such Valuation Date),  by  (ii)  the  Fair
Market  Value of one share of Common Stock on such Valuation
Date.   Dividend equivalent Phantom Stock Credits  shall  be
added  to  the Phantom Stock Credits previously credited  to
the  Participant's  Account and  may  be  credited  to  such
Account in whole or fractional units as applicable.

          (f)   Conversion  of  Account.   Pursuant  to  the
provisions  of  Section  5(d),  each  Participant   who   is
currently  a Director and who has a balance in  his  or  her
Account as of December 31, 1995, may elect to have the total
of such balance converted to Phantom Stock Credits effective
January  1,  1996, and to thereafter have  credited  to  the
Account  dividend  equivalent  Phantom  Stock  Credits,   as
described in Section 6(e), with respect thereto, until  such
time  as the Participant ceases to be a Director, as further
set forth in Section 7(b).  Partial conversions shall not be
permitted.  In the event a Participant makes this  election,
the  number of Phantom Stock Credits that shall be  credited
to  such  Participant's Account as of January 1, 1996,  upon
such  conversion  shall be determined by  dividing  (i)  the
dollar  value  of the Participant's Account on December  31,
1995,  after taking into account all amounts to be  credited
or  debited to such Account on such date, by (ii)  the  Fair
Market  Value  of one share of Common Stock on December  31,
1995.  Phantom Stock Credits may be credited to Accounts  in
whole or fractional units as applicable.  Until such time as
such  Participant ceases to be a Director,  any  Participant
who  makes  this  election shall not  be  entitled  to  have
credited  to  his  or  her Account thereafter  any  Interest
Credits described in Section 6(c) above.

          (g)    Phantom  Stock  Credit  Adjustments.    The
Committee shall adjust the Phantom Stock Credits credited to
each  Participant's Account as appropriate  to  reflect  any
                                       7


stock  dividend, stock split, combination of shares, merger,
share  exchange, consolidation or any other  change  in  the
corporate structure or shares of the Sponsor.

7.   DISTRIBUTIONS OF DEFERRED COMPENSATION ACCOUNTS
     -----------------------------------------------

          (a)   Phantom  Stock Credits may be redeemed  only
for cash in accordance with the provisions of the Plan under
circumstances prescribed in Rule 16a-1(c)(3) (as  in  effect
on  December 31, 1995) under The Securities Exchange Act  of
1934  (the  "1934 Act").  All other distributions under  the
Plan shall also be made in cash.

          (b)   As of the Valuation Date coincident with  or
immediately following the date a Participant ceases to be  a
Director, the dollar amount of a Participant's Account shall
be  fixed  by  multiplying (i) the number of  Phantom  Stock
Credits  (including fractional units) in  the  Participant's
Account  on  such Valuation Date, after taking into  account
all  Deferred  Compensation or dividend  equivalent  Phantom
Stock  Credits  allocable to the Account on  such  Valuation
Date,  by (ii) the Fair Market Value of one share of  Common
Stock  on  such  Valuation  Date.   As  of  each  succeeding
Valuation Date thereafter, the dollar amount credited to the
Participant's  Account  shall  be  credited  with   Interest
Credits,  until the entire balance of the Account  has  been
distributed  under  the Plan, at the  annual  rate  of  five
percent (5%).  The amount of Interest Credits to be credited
to  a  Participant's Account on any Valuation Date shall  be
based on the balance in the Participant's Account as of  the
immediately  preceding Valuation Date and  shall  take  into
account  any distributions made from the Account since  such
immediately  preceding  Valuation  Date.   See   Exhibit   C
attached hereto for a further description of the methodology
for   Account  conversion  and  the  crediting  of  Interest
Credits.

          (c)   Each Participant shall elect, no later  than
December  31 of the calendar year in which he or she  ceases
to  be a Director, the method of payment of distributions of
the   Participant's   Account;  such   election   shall   be
irrevocable  and  in  writing,  substantially  in  the  form
attached  hereto as Exhibit D, executed by the  Participant.
A Participant may elect to receive distributions in a number
of  substantially  equal  annual or  quarterly  installments
(which  shall  include  Interest Credits,  as  described  in
Section  7(b))  not  to exceed ten (10) if  the  installment
payments  are  to be made annually, and not to exceed  forty
(40)  if  the installment payments are to be made quarterly.
The  first installment payment (whether annual or quarterly)
shall,  except  as  provided in the  immediately  succeeding
sentence  hereof, be made during the first calendar  quarter
of the calendar year immediately following the calendar year
in  which the Participant ceases to be a Director, and shall
be based on the value of the Participant's Account as of the
Valuation Date occurring in the last calendar quarter of the
calendar  year  in  which the Participant  ceases  to  be  a
Director.    Notwithstanding   the   immediately   preceding
sentence hereof, if a Participant elects, at any time  prior
to  January 1 of the calendar year in which he or she ceases
to  be  a  Director, to receive distributions  in  quarterly
installments,  the first installment payment shall  be  made
during the first calendar quarter immediately following  the
calendar  quarter in which the Participant ceases  to  be  a
Director,   and  shall  be  based  on  the  value   of   the
Participant's Account as of the Valuation Date occurring  in
the calendar quarter in which the Participant ceases to be a
Director.   Amounts  held  for  installment  payments  shall
continue  to be credited with Interest Credits, as  provided
in  Section  7(b).  Subsequent installments  shall  be  made
                                       8


during  each  succeeding  calendar quarter,  if  installment
payments  are  to  be made quarterly, or  during  the  first
calendar  quarter  of  each  succeeding  calendar  year,  if
installment  payments  are to be made  annually,  until  the
entire  balance of such Participant's Account  due  to  that
Participant has been paid.  All distributions shall be based
on  the  value  of  the  Participant's  Account  as  of  the
Valuation Date immediately preceding such distribution.  See
Exhibit C attached hereto for a further description  of  the
methodology for calculation of installment payments.

          (d)    Notwithstanding  Section  7(c)  above,  any
election  by  a Participant as to the method of  payment  of
Deferred  Compensation, which election  was  made  prior  to
March  12,  1996,  shall remain valid and  irrevocable  with
respect   to   compensation  which  was  deferred   by   the
Participant prior to March 12, 1996.

          (e)   The  Committee shall in all  events  make  a
single lump sum payment, notwithstanding the periodic method
elected   by  the  Participant,  if  the  balance   of   the
Participant's  Account  at  the  time  of  commencement   of
benefits  is less than Ten Thousand Dollars ($10,000).   All
distributions   shall  be  based  on  the   value   of   the
Participant's  Account as of the Valuation Date  immediately
preceding such distribution.

          (f)   In  the event a Participant ceases to  be  a
Director  and  becomes employed by any  governmental  agency
that has jurisdiction over the activities of the Sponsor  or
an  Affiliate  (all  as determined by  the  Committee),  the
entire  unpaid balance of all of such Participant's  Account
shall  be  paid immediately, in a single lump  sum  payment,
without  regard  to  the  timing  of  distributions  elected
pursuant to Section 7(c).  All distributions shall be  based
on  the  value  of  the  Participant's  Account  as  of  the
Valuation Date immediately preceding such distribution.

          (g)  If a Participant dies before full payment  is
made  of  such Participant's Account, the unpaid balance  of
such  Account  shall  be  paid to the surviving  Beneficiary
designated  in writing by the Participant, on a  designation
election  substantially  in  the  form  attached  hereto  as
Exhibit  E,  and delivered to the Committee under  the  same
method of payment which applied or would have applied in the
case  of payments to the Participant; however, in the  event
of  financial hardship as described at Section 17, or in the
event  that the balance of the Account at that time is  less
than   Ten   Thousand   Dollars   ($10,000),   such   unpaid
installments  shall be paid in one lump sum payment  to  the
designated  Beneficiary.  The filing  of  a  designation  of
Beneficiary  shall  be deemed automatically  to  revoke  any
previously  filed  Beneficiary  designation.   If   (i)   no
designation  shall  be  in effect,  or  (ii)  no  designated
Beneficiary   survives  the  Participant,   or   (iii)   the
designated Beneficiary is the Participant's estate, then the
unpaid  balance at the Participant's death shall be paid  to
the  estate  of  the  Participant in one lump  sum  payment.
Payment to the Participant's estate or Beneficiary shall  be
made  or  begin  during  the  calendar  quarter  immediately
following  the  calendar quarter in  which  the  Participant
dies.  In the case of a Beneficiary who dies while receiving
installment  payments, any installments  payable  after  the
Beneficiary's   death  shall  be  paid   to   the   deceased
Beneficiary's  estate; however, in the  event  of  financial
hardship  as described at Section 17, or in the  event  that
the  balance  of the Account at that time is less  than  Ten
Thousand Dollars ($10,000), such unpaid installment payments
shall  be  paid  in  one lump sum payment  to  the  deceased
Beneficiary's estate.  All Beneficiaries similarly  situated
shall
                                       9


be treated alike. All distributions shall be based  on the
value of the Participant's (or Beneficiary's) Account as of
the Valuation Date immediately preceding such distribution.

          (h)  Notwithstanding anything herein contained  to
the  contrary,  the Committee shall have the right,  in  its
sole   discretion,  to  vary  the  method  and   timing   of
distributions  to  a Participant or Beneficiary  under  this
Section  7, after such Participant ceases to be a  Director,
and  may make such distributions in a single payment or over
a  shorter or longer period of time than that elected by the
Participant

8.   ASSIGNMENT AND PAYMENTS UPON INCAPACITY
     ---------------------------------------

          (a)  No right of any Participant or Beneficiary in
the  Plan  to  receipt of a Participant's Account  shall  be
assignable  or  subject to anticipation, encumbrance,  sale,
pledge,  alienation, execution, levy, attachment, charge  or
any  other  form of transfer or encumbrance  of  any  nature
whatsoever  except that a Participant may name a Beneficiary
in  respect of the rights of the Participant in the event of
such  Participant's death.  Upon the occurrence of any event
deemed  by  the  Corporation to be in  violation,  attempted
violation  or  to  evidence any danger of violation  of  the
prohibition on transfers and encumbrances described in  this
Section  8(a),  all  as  determined by  the  Committee,  the
Corporation may withhold any and all payments under the Plan
and  make  such  payments  to  anyone  else  deemed  by  the
Corporation  to  be a natural object of the  bounty  of  the
Participant  or  Beneficiary to whom such withheld  payments
would otherwise have been made.

          (b)   If  the Committee shall find that any person
to  whom any payment is payable under the Plan is unable  to
care  for his or her affairs because of illness or accident,
or  is  a  minor,  any  payment due (unless  a  prior  claim
therefor  shall have been made by a duly appointed guardian,
committee, or other legal representative) may be paid to the
spouse, a child, a parent, or a brother or sister, or to any
person deemed by the Committee to have incurred expense  for
such  person  otherwise entitled to payment, in such  manner
and  proportions as the Committee may determine.   Any  such
payment shall be a complete discharge of the liabilities  of
the Corporation to make such payment to the Participant.

9.   AMENDMENT OR DISCONTINUANCE OF PLAN
     -----------------------------------

          (a)  Except as provided in Section 9(d), the Board
of  Directors of the Sponsor shall be vested with  the  sole
power  to  amend  the Plan at any time  and  in  any  manner
(whether   in   toto  or  with  respect  to  an   individual
Participant)  in such respects as the Board of Directors  of
the  Sponsor may deem advisable by an instrument in writing,
which amendment shall be binding on all parties, subject  to
the  principles contained in Section 9(c).   Notice  of  any
such amendment shall be provided to all Participants and  to
each Corporation promptly.

          (b)  The  Board  of Directors of  any  Corporation
may,  by resolution adopted by a majority of the members  of
the  Board  of Directors at a meeting at which a  quorum  is
present, discontinue its participation in the Plan.   Notice
of  such  discontinuance shall be provided to the  Committee
and each affected Participant promptly.
                                       10


          (c)  Notwithstanding the foregoing, but subject to
Section  9(d), no amendment or discontinuance  of  the  Plan
shall  affect  Participants' rights to receive distributions
of  their  Accounts attributable to fees deferred (including
dividend  equivalent  Phantom  Stock  Credits  and  Interest
Credits, as applicable) prior to the effective date of  such
amendment or discontinuance.

          (d)  For so long as may be required to satisfy the
conditions of Rule 16b-3(c)(2)(ii) under the 1934 Act (as in
effect on December 31, 1995, or any successor provision
limiting Plan amendments as set forth below), the Plan
provisions applicable to the timing of the crediting of
Phantom Stock Credits to the Accounts of Directors of the
Sponsor may not be amended more than once every six (6)
months, other than to comport with changes in the Internal
Revenue Code of 1986 (as amended), or the Employee
Retirement Income Security Act of 1974, or the rules
thereunder.


          (e)    The  Board  of  Directors  of  the  Sponsor
reserves the right to terminate its sponsorship of the Plan,
by  resolution adopted by a majority of its entire Board  of
Directors,  provided that at least thirty (30) days  advance
written  notice  is provided to each other Corporation.   In
the   event   of  such  termination,  any  Corporation,   by
resolution  of  a  majority of its Board of  Directors,  may
elect  to  continue the Plan as an individual Plan  for  the
benefit   of  such  Corporation's  participating  Directors,
provided   that   such   Corporation   shall   assume   full
responsibility for administration of the Plan thereafter.

10.  PLAN NOT FUNDED
     ---------------

          (a)   The  Plan  is  not funded.  The  Corporation
shall  not  be required to reserve, or otherwise set  aside,
physically  or  legally, any funds for the  payment  of  its
obligations  hereunder.  The obligations of each Corporation
with respect to the benefits payable hereunder shall be paid
out  of  such Corporation's general assets and shall not  be
secured   by   any  form  of  trust,  escrow,  evidence   of
indebtedness  or otherwise.  No person having  rights  under
the  Plan  shall  be  deemed to have any property  interest,
legal or equitable, in any specific asset of the Corporation
or  any Common Stock of the Sponsor, and, to the extent that
any  person acquires any right to receive payments under the
Plan, such right shall be no greater than, nor shall it have
preference  or  priority over, the rights of  any  unsecured
general creditor of the Corporation.

          (b)  A Corporation shall have the right, but shall
not be required, to segregate funds in its financial records
equal  to  the aggregate Accounts of its Directors,  and  to
invest such funds or to direct the investment of such  funds
in order to produce an income return, but such funds and the
earnings  thereon shall remain solely as  an  asset  of  the
Corporation.

11.  COPIES OF PLAN AVAILABLE
     ------------------------

          Copies  of  the  Plan and any and  all  amendments
thereto shall be made available to all members of the  Board
of  Directors and Participants during normal business  hours
at the office of the Secretary of the Sponsor.
                                       11


12.  SEPARATE APPLICATION OF PLAN
     ----------------------------

          The  Plan embodies the terms and conditions of the
individual  unfunded  deferred  compensation  plans  of  the
Sponsor  and  participating Affiliates, for the  benefit  of
their  respective  Directors, all of which  plans  shall  be
governed by this instrument and collectively referred to for
convenience as the "Plan."  Except as expressly provided  in
the  Plan,  it is intended that the provisions of  the  Plan
shall  apply  separately  to each  Corporation  and  to  the
Participants  of  each  such  Corporation,  and   the   term
"Corporation"  as  used throughout  the  Plan  shall  be  so
construed.   Payment of a Participant's  Account  under  the
Plan  shall  be  the  sole liability and obligation  of  the
Corporation for which the Participant served as  a  Director
during  the respective period(s) of his or her participation
in  the  Plan,  and not the liability or obligation  of  any
other Corporation.  The Affiliates participating in the Plan
as  of  December 1, 1995, are listed on Exhibit  F  attached
hereto.

13.  COMMON DIRECTORS
     ----------------

          In  the event that a Director serves on the  Board
of Directors of more than one Corporation, the Director must
execute a separate election form as to each Corporation  for
which the Director desires to have Deferred Compensation.

14.  BINDING ON SUCCESSORS
     ---------------------

          In  the  event that the Corporation (or any entity
resulting  from any merger or consolidation referred  to  in
this  Section 14 or which shall be a purchaser or transferee
so  referred to) shall at any time be merged or consolidated
into  or  with any other entity or entities or in the  event
that  substantially all of the assets of the Corporation  or
any  such  entity shall be sold or otherwise transferred  to
another  entity, the provisions of the Plan shall be binding
upon and shall inure to the benefit of the continuing entity
in   (or   the  entity  resulting  from)  such   merger   or
consolidation  or the entity to which such assets  shall  be
sold  or  transferred.  Except as provided in the  preceding
sentence,  the Plan shall not be assignable by a Corporation
or  by  any  entity  referred to in this  Section  14.   The
obligations and rights of a Participant under the Plan shall
not  be  assignable, but, in the event of the  Participant's
death, such obligations and rights shall be binding upon and
inure  to the benefit of such Participant's heirs, executors
or administrators.

15.  CONTINUATION AS DIRECTOR
     ------------------------

          The  Plan or the payment of any benefits hereunder
shall  not be construed as giving to any Director any  right
to  be retained as a member of the Board of Directors of any
Corporation.

16.  PARTICIPATION BY MEMBERS OF COMMITTEE
     -------------------------------------

          No member of the Committee shall be precluded from
becoming  a  Participant in the Plan; however,  such  member
shall  not be entitled to vote or act upon matters, or  sign
any  documents, relating specifically to such  member's  own
participation
                                       12


under the Plan, except when such  matters  or documents
relate  to  benefits and  administrative  matters generally.
If this disqualification results in the lack  of a  quorum,
then  the  Sponsor's Board  of  Directors  shall appoint  a
sufficient number of temporary  members  of  the Committee
who  shall  serve  for  the  sole   purpose   of determining
such a question.

17.  HARDSHIP WITHDRAWALS
     --------------------

          For   serious   financial   reasons   beyond   the
Participant's control, and which would cause the Participant
great hardship if early withdrawal were not permitted,  such
Participant may apply to the Committee for withdrawals  from
the  Plan prior to termination of the Participant's  service
as a Director of the Corporation; provided, however, that no
early  withdrawals shall be permitted with  respect  to  any
Participant  while  such Participant is a  Director  of  the
Sponsor.  If such application for withdrawal is approved  by
the Committee, the withdrawal will be effective at the later
of  the dates specified in the Participant's application  or
the  date of approval by the Committee.  The Committee shall
direct  the  Corporation to pay such amount attributable  to
the balance in such Participant's Account (determined as  of
the  Valuation Date immediately preceding such distribution)
up  to the amount necessary to meet the financial emergency.
Following  withdrawal, the Participant's election  to  defer
shall  be  terminated and no new election to defer shall  be
accepted  or  approved by the Committee for a period  of  no
less  than  six (6) months following the date of withdrawal.
Serious   financial  reasons  may  include  the   following:
unexpected and unreimbursed expenses of a major or emergency
nature  where withdrawal of the funds would be necessary  to
prevent great hardship to the Participant.

18.  CLAIMS PROCEDURE
     ----------------

          Any  claim for benefits or payments under the Plan
by  Participants or Beneficiaries shall be made  in  writing
and  delivered to the Committee at the principal  office  of
the Sponsor.  If the Participant or Beneficiary believes  he
or  she  has been denied any benefits or payments under  the
Plan,  either  in total or in an amount less than  the  full
benefit  or payment the claimant would normally be  entitled
to  receive,  the  Committee shall advise  the  claimant  in
writing  of the amount of the benefit, or payment;  if  any,
and  the  specific  reasons for the denial.   The  Committee
shall  also furnish the claimant at that time with a written
notice containing:

          (a)   A specific reference to pertinent provisions
of the Plan.

          (b)   A description of any additional material  or
information  necessary  for the  claimant  to  perfect  this
claim,  if possible, and an explanation of why such material
or information is needed.

          (c)   An explanation of the following claim review
procedure.

          Within   sixty  (60)  days  of  receipt   of   the
information described above, the claimant shall, if  further
review   is   desired,   file   a   written   request    for
reconsideration  with  the  Committee.   So  long   as   the
claimant's  request  for review is pending  (including  such
sixty
                                       13


(60)  day period), the claimant or his  or  her  duly
authorized representative may review pertinent documents and
may submit issues and comments in writing to the Committee.

          A  final and binding decision shall be made by the
Committee  within  sixty (60) days  of  the  filing  by  the
claimant  of  the  request  for  reconsideration;  provided,
however,  that  if  the Committee, in its discretion,  feels
that   a   hearing  with  the  claimant  or   his   or   her
representative  present  is  necessary  or  desirable,  this
period shall be extended an additional sixty (60) days.

          The decision by the Committee shall be conveyed to
the  claimant in writing and shall include specific  reasons
for  the  decision,  written in a manner  calculated  to  be
understood by the claimant, with specific references to  the
pertinent  provisions of the Plan on which the  decision  is
based.

          The   Committee  shall  use  ordinary   care   and
diligence  in the performance of its duties.  The  Committee
shall  be entitled to rely conclusively, and shall be  fully
protected  in  any action or omission taken by  it  in  good
faith  reliance, upon the advice or opinions of any persons,
firms  or agents retained by it, including, but not  limited
to,  accountants, actuaries, counsel and other  specialists.
Nothing contained herein shall preclude any Corporation from
indemnifying  any member of the Committee  for  all  actions
under  the  Plan, or from purchasing liability insurance  to
protect  such persons serving thereon with respect to  their
duties pursuant to the Plan.

19.  GOVERNING LAW
     -------------

          Except  to  the  extent  preempted  by  applicable
Federal laws, the Plan shall be construed according  to  the
laws  of  the State of Maryland, other than its conflict  of
laws  principles,  and so as to comply with  any  applicable
securities exchange rules or regulations.

          IN  WITNESS WHEREOF, the duly authorized  officers
of  Mercantile Bankshares Corporation have signed and sealed
this  amended  and  restated Plan on  behalf  of  Mercantile
Bankshares Corporation on this 12th day of March, 1996.


ATTEST:                           MERCANTILE BANKSHARES
                                  CORPORATION


/s/ John A. O'Connor, Jr.         /s/ Edward K. Dunn, Jr.
-------------------------         -----------------------
Secretary                         President

[SEAL]
                                       14


                            EXHIBIT A

                  DIRECTOR'S DEFERRAL AGREEMENT
                  -----------------------------


To:       THE ADMINISTRATIVE COMMITTEE OF THE MERCANTILE
          BANKSHARES CORPORATION AND PARTICIPATING AFFILIATES
          UNFUNDED DEFERRED COMPENSATION PLAN FOR DIRECTORS


     I, the undersigned, a Director of_________________________
(the "Corporation") hereby acknowledge receipt of a copy of the
Mercantile Bankshares Corporation and Participating Affiliates
Unfunded Deferred Compensation Plan for Directors (the "Plan"),
and further acknowledge that my election to participate in the
Plan contained herein shall be subject in all respects to the
provisions of the Plan, as amended from time to time.

                ELECTION OF DEFERRED COMPENSATION

     Pursuant to the terms of the Plan, I hereby elect to defer
receipt of the percentage of each future payment of fees, as
designated below, effective prospectively as of the applicable
date determined in accordance with the provisions of Section 5 of
the Plan based upon the date this Deferral Agreement is filed
with the Committee.  Different percentages may be elected for
Meeting Fees and the Annual Retainer:

        _______%    Board of Directors Meeting Fees


        _______%    Board of Directors Committee Meeting Fees


        _______%    Annual Retainer

     Such election shall continue to be effective in accordance
with the provisions of Section 5 of the Plan until a revised
Deferral Agreement becomes effective or until I file a written
notice of termination of this deferral election with the
Committee, unless I become ineligible at an earlier date under
the terms of the Plan.  I understand that my election to defer
all or any portion of my annual retainer fee shall be irrevocable
with respect to the calendar year to which such deferral election
applies.

     In any event, my election to defer payment of compensation
shall be applicable only with respect to amounts earned
subsequent to the date this written notice of my election is
received by the Committee.


WITNESS:                      DIRECTOR


____________________          _____________________________
                              (Signature)

Date:____________


ACCEPTED:                     COMMITTEE MEMBER


Date:____________             _____________________________
                              By:

PAGE



                            EXHIBIT B

      ELECTION TO CONVERT ACCOUNT TO PHANTOM STOCK CREDITS

To:       THE ADMINISTRATIVE COMMITTEE OF THE MERCANTILE
          BANKSHARES CORPORATION AND PARTICIPATING AFFILIATES
          UNFUNDED DEFERRED COMPENSATION PLAN FOR DIRECTORS


     I, the undersigned, a Director of________________________
(the "Corporation") hereby acknowledge receipt of a copy of the
Mercantile Bankshares Corporation and Participating Affiliates
Unfunded Deferred Compensation Plan for Directors (the "Plan"),
and further acknowledge that my elections pursuant to
participation in the Plan as contained herein shall be subject in
all respects to the provisions of the Plan, as amended from time
to time.

     I understand that I have the one-time right, pursuant to
Section 6(f) of the Plan, to have the total balance in my Account
under the Plan as of December 31, 1995, converted to Phantom
Stock Credits effective January 1, 1996, as more fully described
in Section 6(f) of the Plan, and to thereafter have credited to
the Account dividend equivalent Phantom Stock Credits, as
described in Section 6(e) of the Plan, with respect thereto,
until I cease to be a Director.  I further understand that if I
make this election I shall not be entitled to have credited to my
Account thereafter any Interest Credits described in Section 6(c)
of the Plan until such time as I cease being a Director.
Accordingly,
     [] I do           [] I do not
choose to make this one-time irrevocable election to have my
total Account balance converted to Phantom Stock Credits.


WITNESS:                      DIRECTOR


____________________          ________________________________
                              (Signature)

Date:_______________


ACCEPTED:                     COMMITTEE MEMBER


Date:_______________          ________________________________
                              By:

PAGE



                            EXHIBIT C

 METHODOLOGY FOR CONVERSION OF ACCOUNT TO DOLLARS, CREDITING
 -----------------------------------------------------------
    INTEREST CREDITS AND INSTALLMENT PAYMENT CALCULATIONS
    -----------------------------------------------------

       Assume   a   Participant  ceases  to  be  a  Director   on
December  15.   On  the  immediately  following  Valuation  Date,
the following facts exist:

          1.   The   Account  consists  of  94.3  Phantom   Stock
               Credits.

          2.   Deferred   Compensation  and  dividend  equivalent
               Phantom  Stock  Credits are due  to  be  allocated
               and   will  produce  an  additional  2.2   Phantom
               Stock Credits.

          3.   The  Fair  Market  Value  of  one  (1)  share   of
               Common Stock on the Valuation Date is $52.87.

          4.   Quarterly   installments   will   commence   three
               (3) days following the Valuation Date.

           5.  The  Participant has elected  to  receive  forty
               (40) payments.

       The  procedure  for  commencing  and  continuing  payments
       shall be as follows:

          1.   The  amounts  in  #1  and #2  shall  be  added  to
               produce a sum of 96.5 Phantom Stock Credits.

          2.   The  sum  of  96.5 Phantom Stock Credits  will  be
               multiplied  by  $52.87  to produce  a  product  of
               $5,101.96.    This   will   become   the   initial
               fixed    dollar   value   of   the   Participant's
               Account.

          3.   Three  (3)  days  after the  Valuation  Date,  the
               first   payment  is  due  the  Participant.    The
               amount  of  the  payment  will  be  based  on  the
               immediately  preceding  Valuation  Date  and  will
               be    one-fortieth   (1/40)   of   $5,101.96,   or
               $127.55.

          4.   As   of   the   next   Valuation  Date,   Interest
               Credits    must   be   credited.    The   Interest
               Credits  will  be  based  on  the  value  of   the
               Participant's   Account  as  of  the   immediately
               preceding   Valuation   Date   ($5,101.96),    but
               minus   the  distribution  made  ($127.55)   since
               such   Valuation  Date.   Interest  Credits  will,
               therefore,  be  based  on  a  dollar  balance   of
               $4,974.41.    One  and  one-quarter  percent   (1-
               1/4%)  (i.e.,  one-fourth (1/4)  of  five  percent
               (5%))    of    $4,974.41   is    $62.18.     After
               crediting   Interest  Credits,  the  new   balance
               in the Account is $5,036.59.

          5.   Shortly   after   the  Valuation   Date,   another
               payment   will   be  due  the  Participant.    The
               amount  of  the  payment  will  be  based  on  the
               immediately  preceding  Valuation  Date  and  will
               be   one-thirty-ninth  (1/39)  of  $5,036.59,   or
               $129.14.

       Interest Credits are credited and payments are made in this
fashion, reducing the denominator of the applicable fraction by one
(1) on each subsequent Valuation Date, until the Account has been
completely distributed.

PAGE


                            EXHIBIT D

                 DESIGNATION OF METHOD OF PAYMENT

TO:       THE ADMINISTRATIVE COMMITTEEE OF THE MERCANTILE
          BANKSHARES CORPORATION AND PARTICIPATING AFFILIATES
          UNFUNDED DEFERRED COMPENSATION PLAN FOR DIRECTORS


     I, the undersigned, a Director of______________________
(the "Corporation") hereby acknowledge receipt of a copy of the
Mercantile Bankshares Corporation and Participating
Affiliates Unfunded Deferred Compensation Plan for Directors
(the "Plan"), and further acknowledge that my elections
pursuant to participation in the Plan as contained herein
shall be subject in all respects to the provisions of the
Plan, as amended from time to time.

     I elect hereby that all amounts deferred under the
Plan, together with Interest Credits and/or dividend
equivalent Phantom Stock Credits credited thereon, shall be
distributed to me:

               (check appropriate form of payment)

              ________   In substantially equal annual
                         installments (which shall include
                         Interest Credits) for ________
                         years (specify number not exceeding 10).

                              OR

              ________   In substantially equal quarterly
                         installments (which shall include
                         Interest Credits) for _________
                         quarters (specify number not exceeding 40).


     The first installment (if I have so elected) shall be
paid during the first calendar quarter of the calendar year
immediately following the year in which I cease to be a
Director (unless I have made my distribution election prior
to January 1 of the calendar year in which I cease to be a
Director, in which case the first installment shall be paid
during the first calendar quarter immediately following the
calendar quarter in which I cease to be a Director), and
subsequent installments shall be paid during the first
calendar quarter of each succeeding calendar year (if I have
elected annual installments) or during each succeeding
calendar quarter (if I have elected quarterly installments)
until the entire amount credited to my Account shall have
been paid.

     I understand that any elections made prior to March 12,
1996, remain valid and irrevocable with regard to any
compensation deferred pursuant to such elections.  I
understand that the election made above is irrevocable and
applicable to any compensation deferred on and after March
12, 1996.


WITNESS:                      DIRECTOR


___________________           ________________________________
                              (Signature)

Date:______________


ACCEPTED:                     COMMITTEE MEMBER


Date:______________           ________________________________
                              By:

PAGE


                          EXHIBIT E

                 DESIGNATION OF BENEFICIARY
                 --------------------------

To:       THE ADMINISTRATIVE COMMITTEE OF THE MERCANTILE
          BANKSHARES CORPORATION AND PARTICIPATING AFFILIATES
          UNFUNDED DEFERRED COMPENSATION PLAN FOR DIRECTORS


          I hereby designate the following person(s) as my
primary Beneficiary(ies) under the Mercantile Bankshares
Corporation And Participating Affiliates Unfunded Deferred
Compensation Plan For Directors to receive any amounts that
may become payable thereunder on account of or after my
death (in the percentages set forth following their names)
in accordance with Section 7(g) of the Plan:

          (give name(s), address(es), relationship(s),
          social security number(s), and, if applicable,
          percentage of interest).

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________


     If, upon my death, no primary Beneficiary is living,
such amount shall be paid to the following person(s) as my
contingent Beneficiary(ies).

___________________________________________________________

___________________________________________________________

___________________________________________________________

___________________________________________________________


WITNESS:                      DIRECTOR


___________________           ______________________________
                              (Signature)

Date:______________


ACCEPTED:                     COMMITTEE MEMBER


Date:______________           _____________________________
                              By:

PAGE


                            EXHIBIT F

         AFFILIATES OF MERCANTILE BANKSHARES CORPORATION
                   THAT HAVE ADOPTED THE PLAN

The Annapolis Banking and Trust Company

Baltimore Trust Company

Bank of Southern Maryland

Calvert Bank & Trust Company

The Chestertown Bank of Maryland

The Citizens National Bank

County Banking and Trust Company

The Eastville Bank

Farmers and Merchants Bank - Eastern Shore

The Fidelity Bank

The First National Bank of St. Mary's

The Forest Hill State Bank

Fredericktown Bank and Trust Company

MBC Agency, Inc.

Mercantile Life Insurance Company

Mercantile Mortgage Corporation

Mercantile-Safe Deposit and Trust Company

The National Bank of Fredericksburg

Peninsula Bank

The Peoples Bank of Maryland

Potomac Valley Bank

St. Michael's Bank

Westminster Bank and Trust Company of Carroll County

                                              EFFECTIVE AS OF DECEMBER 1, 1995

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