MERCANTILE BANKSHARES CORPORATION
RETAINER STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


          This plan (the "Plan") has been adopted on March 12, 1996 by the
Board of Directors of Mercantile Bankshares Corporation (the "Corporation"),
subject to approval by the stockholders of the Corporation, for the purpose of
allowing Directors of the Corporation (who are not officers of the Corporation
or of Affiliates of the Corporation) to elect that all or a portion of their
annual retainer for services as Directors be paid to them in the form of
Common Stock, par value $2.00 per share ("Common Stock") of the Corporation
instead of cash, thereby permitting further alignment of their interests with
those of the Stockholders of the Corporation.

          1.   Definitions.

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

               (a)  "Affiliate" shall mean any corporation in which the
Corporation owns, directly or indirectly, at least 80% of the outstanding
voting stock.

               (b)  "Annual Retainer Fee" shall mean the annual fee as
established from time to time by the Corporation and payable to Eligible
Directors for their services as Directors of the Corporation for any calendar
year, excluding other compensation such as fees paid for attending meetings of
the Board of Directors or of committees of the Board of Directors.  Annual
Retainer Fees may be reduced in proportion to any period of time in a calendar
year during which a Director has not served as a Director of the Corporation.
"Undeferred Annual Retainer Fee" shall mean all or any portion of an Annual
Retainer Fee the receipt of which shall not, on an Election Date, have been
deferred pursuant to the Mercantile Bankshares Corporation Unfunded Deferred
Compensation Plan For Directors.

               (c)  "Board of Directors" shall mean the Board of Directors
of the Corporation, "Director" shall mean a member of the Board of Directors,
and "Committee" shall mean the committee appointed by the Board of Directors
pursuant to Section 4 to administer the Plan.

               (d)  "Election Date"  shall mean, as to each calendar year,
the date of the regularly scheduled December meeting of the Board of
Directors; if no such meeting is held, the Election Date shall be December 10
of such calendar year.

               (e)  "Eligible Director" or "Participant" shall mean a
Director who is eligible to receive an Annual Retainer Fee for service as a
Director during all or part of a calendar year and who has not been an officer
of the Corporation or of any Affiliate during such period of service.

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               (f)  "Fair Market Value" of a share of Common Stock on an
Election Date 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 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.  If an Election Date 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.

               (g)  "Rule 16b-3" shall mean Rule 16b-3 as in effect under
the Securities Exchange Act of 1934 ("1934 Act") on December 31, 1995, or any
successor provision prescribing conditions which, in the judgment of the
Committee, shall be necessary or desirable to exempt the issuance of
securities under the Plan (and, where permissible, the further disposition of
such securities) from Section 16(b) of the 1934 Act.

          2.   Elections Under the Plan.  Each person who is an Eligible
Director on an Election Date in any calendar year shall have the right to
elect, within a ten-day period ending on the Election Date, to have all or a
portion (the "Elected Amount") of such Director's Undeferred Annual Retainer
Fee paid in the form of Common Stock in lieu of cash, provided that the
Elected Amount shall not be less than $3,000.  The number of shares of such
Common Stock shall equal the Elected Amount divided by the Fair Market Value
of a share of Common Stock on the Election Date.  Such Elected Amount and the
number of shares of Common Stock so issuable shall be adjusted by a reduction
if and to the extent necessary to avoid issuance of any fractional shares.
The shares shall be deemed issued at the close of business on the Election
Date and certificates therefor shall be delivered as soon as practicable
thereafter.  Any election by an Eligible Director to receive Common Stock
under the Plan shall be made by the execution and delivery of a Director's
Election Agreement in the form of Exhibit A attached hereto, pursuant to which
the Director shall agree, to the extent required to meet the condition of
Rule 16b-3(c)(1), not to sell, transfer or otherwise dispose of said shares of
Common Stock until the expiration of six months after the applicable Election
Date.

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          3.   Consideration for Common Stock.  Shares issued under the
Plan shall be issued by the Corporation from its previously authorized but
unissued Common Stock.
For purposes of the Maryland General Corporation Law, the consideration
received by the Corporation for such shares shall in each case be deemed to be
cash equal to the Elected Amount.

          4.   Administration.  The Committee administering the Plan shall
be appointed by the Board of Directors, and shall consist of not less than two
Directors who, for so long as may be necessary to satisfy the conditions of
Rule 16b-3(c), shall be "disinterested persons" within the meaning of Rule
16b-3(c)(2).  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.  From time to
time, the Board of Directors 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 and fill vacancies, however
caused.

          The Committee shall be fully protected in any action or omission
taken by it in good faith, including actions or omissions in reliance upon the
advice or opinions of any persons, firms, or agents retained by it or the
Corporation, including but not limited to accountants, actuaries, counsel,
other specialists or officers of the Corporation.  Nothing herein contained
shall preclude the Corporation from indemnifying any Committee members for all
actions under the Plan, or from purchasing liability insurance to protect such
persons with respect to their duties pursuant to the Plan.

          5.   Non-Transferability.  No right of a Participant to elect
Common Stock under Section 2 shall be exercisable by any other person or shall
be assignable or subject to anticipation, encumbrance, sale, pledge,
alienation, execution, levy, attachment, charge or any other form of transfer
whatsoever.

          6.   Term of Plan, Amendment, Limitations, Adjustments.  The Plan
will continue in effect until the tenth anniversary of its approval by the
stockholders of the Corporation, subject to the right of the Board of
Directors to terminate the Plan at any earlier time.  The Plan may be amended
by the Board of Directors at any time, except that (subject to section 7) for
so long as may be required to satisfy the conditions of Rule 16b-3(c)(2)(ii)
(including any successor provision limiting Plan amendments as set forth
below), the Plan provisions applicable to the timing of elections to receive
Common Stock or the amount of Common Stock issuable pursuant to such elections
may not be amended more than once every six months except as otherwise
permitted by Rule 16b-3(c)(2)(ii).  No Plan amendment shall require approval
by the Stockholders of the Corporation except to the extent necessary to
maintain the Rule 16b-3 exemption from Section 16(b) of the 1934 Act.

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          The aggregate number of shares of Common Stock issuable pursuant
to the Plan shall be limited to 300,000 shares, which number shall be subject
to adjustment to reflect any stock dividend, stock split, recapitalization,
combination or reclassification of shares ("Adjustment Transaction").  In the
event of an Adjustment Transaction, the number
of shares issuable to an Eligible Director electing to receive Common Stock as
of an Election Date shall be appropriately adjusted if the determination of
Fair Market Value per share on the Election Date shall have been based on the
number of shares of Common Stock outstanding before giving effect to the
Adjustment Transaction.

          7.   Rule 16b-3.  The Plan is intended to comply with the
exemptive provisions of Rule 16b-3(c), including both of clauses (i) and (ii)
of Rule 16b-3(c)(2).  If and to the extent that the Committee determines, upon
advice of counsel, that related requirements of any one or more of Section 2
(holding period for Common Stock issued under the Plan), Section 4 (Plan
administration by disinterested persons), Section 5 (non-transferability of
election rights) or Section 6 (limitations on Plan amendments) of the Plan are
not required (whether because of amendments to Rule 16b-3 or adoption or
amendment of other Rules under the 1934 Act, or because of interpretive advice
or other cause) to exempt or exclude Plan transactions or transactions in
securities acquired by Participants under the Plan from Section 16(b) of the
1934 Act, then the Committee may suspend the applicability of any such
requirement in whole or in part without the necessity of any amendment to the
Plan.

          8.   Continuation as Director, Fees.  The Plan or the payment of
any benefits hereunder shall not be construed as giving to any Participant any
right to be retained as a member of the Board of Directors or to receive any
fees, including any Annual Retainer Fee, for service as a Director.

          9.   Governing Law.  To the extent not governed by the laws of
the Untied States, the Plan shall be construed and applied in accordance with
the laws of the State of Maryland other than its conflict of laws principles.

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                            Exhibit A
                  DIRECTOR'S ELECTION AGREEMENT

To:  The Committee of the Mercantile Bankshares Corporation
     Retainer Stock Plan For Directors


          I, the undersigned, a Director of Mercantile
Bankshares Corporation (the "Corporation") hereby acknowledge
receipt of a copy of the Mercantile Bankshares Corporation
Retainer Stock Plan for Directors (the "Plan").

               Pursuant to the terms of the Plan, I hereby elect
to receive, in lieu of $         payable to me as all or a
portion of my Annual Retainer Fee for the year         , shares
of Common Stock of the Corporation valued as of the Election
Date, in accordance with the formula set forth in the Plan.

               To the extent required to meet the condition of
Rule 16b-3(c)(1), I agree not to sell, transfer or otherwise
dispose of such shares until six months have expired from and
after the Election Date.



WITNESS:                           DIRECTOR



Date:


ACCEPTED                           COMMITTEE


Date:                                   By:







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