AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT

less than $750,000 per calendar year, subject to withholding for appropriate items.  In no year shall his base salary be less than in the preceding year.  Executive shall be eligible for a bonus of up to 100% of his base salary. Such bonus shall be determined in part under the Employer’s Annual Incentive Compensation Plan (“AICP”) and in part in as determined by the Employer’s Compensation Committee.

4.                                       Other Benefits.  Executive shall be entitled to participate in, and to receive benefits under, any long-term incentive plan, deferred compensation plan, qualified retirement plan, profit sharing plan, savings plan, equity option plan, group life, disability, sickness, accident and health programs, or any other benefit plan or arrangement made available by Employer to its executives generally, subject to and on a basis consistent with the terms, conditions and overall administration of each such plan or arrangement.  In addition, Executive shall be entitled to participate in a supplemental executive retirement plan, and to certain benefits under an Executive Severance Agreement among Executive, Mercshares and Merc-Safe dated as of January 6, 2005 (as such plan and agreement may be amended from time to time).

5.                                       Expenses.  Employer shall reimburse Executive for all reasonable expenses incurred by Executive in connection with the business of the Employer, including expenses for entertainment (and any club memberships approved by the chief executive officer of Mercshares), travel and similar items, and will provide Executive, without charge, with the use of an automobile for business purposes, in accordance with Employer policy.  Executive shall submit to Employer substantiation for reimbursable expenses.

6.                                       Vacation.  Executive shall be entitled to a minimum of four weeks vacation each year.

7.                                       Scope of Employment.  Executive shall perform the duties of Vice Chairman of Mercshares and Chairman and CEO of Investment and Wealth Management of Mercshares and Merc-Safe and associated services for affiliates as defined by Employer.  The duties will include the executive leadership of the Investment and Wealth Management Division of Merc-Safe, or any designated successor division.  Executive agrees to serve with undivided loyalty to Employer and to devote all of his working time and efforts in performance of such duties, except for attention to personal investments, participation in family business enterprises, outside directorships, and public service commitments, provided that none of the foregoing shall unreasonably interfere with his principal employment.  Employer shall provide Executive with suitable office, secretarial and other support assistance appropriate to his position.  Executive shall report directly to Edward J. Kelly, III, or his successor.

8.                                       Early Termination.

(a)                                  Resignation.  Executive may voluntarily resign his employment under this Agreement without Good Reason (as defined in Section 8(e)) at any time.

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(b)                                 Termination by Employer for Good Cause.  Employer may terminate Executive’s employment at any time during the term of this Agreement for Good Cause .  For purposes of this Agreement, “Good Cause” shall be limited to proven or admitted fraud or material illegal acts by Executive or a breach of, any of Executive’s covenants of undivided loyalty to and the performance of duties for Employer, as set forth in Section 7 of this Agreement.

(c)                                  Termination by Employer Without Good Cause.  Subject to the provisions hereof, Employer may terminate Executive’s employment under this Agreement before the end of the Employment Term, without Good Cause, upon 60 days’ prior written notice.

(d)                                 Removal from Offices Due to Disability.  If Executive becomes “Disabled” (as defined below), Employer may remove Executive from am some or any of his offices; provided that Employer shall restore Executive to any such office if he shall become able to perform the duties of any such office at any time within the three hundred sixty- five (365) days next following his removal from any such office.  For purposes of this Agreement, Executive will be deemed to be “Disabled” or to have a “Disability” if Executive is determined to be totally and permanently disabled under Employer’s Long-term Disability Insurance Plan in which he participates or if Executive is unable to substantially perform the customary duties and responsibilities of Executive’s employment for a period of at least 180 consecutive days by reason of a physical or mental incapacity.

(e)                                  Termination by Executive for Good Reason.  Executive may resign for “Good Reason” if, without Executive’s prior written consent, Employer:

(i)                                     assigns Executive any duties inconsistent in any respect with the Executive’s position as described herein (including status, offices, titles and reporting requirements, authority, duties or responsibilities) or any other action by Employer that results in a diminution in such position or in the nature and quality of Executive’s office facilities, secretarial and support assistance, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Employer promptly after receipt of notice thereof given by the Executive;

(ii)                                  reduces Executive’s base salary or benefits from the levels of compensation and benefits in effect in the immediately preceding year, including but not limited to salary, expense allowance, vacation time or other vacation benefits, excusal from performance of duties under Employer policies or agreements (by reason of illness, disability or other factors), continuance of all Executive benefits and benefit plans and preservation of Executive’s levels of participation and benefits thereunder (including any agreement between the Employer and Executive, deferred compensation arrangement, pension or other retirement or profit-sharing plan, thrift and medical reimbursement plan, health insurance or other health or disability plan, life insurance plan, omnibus stock plan, stock option plan, stock purchase plan, stock appreciation right plan or any other

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Executive benefit plan or provision for fringe benefits in effect in the immediately preceding year) other than an isolated, insubstantial or inadvertent failure to provide compensation or benefits that is remedied by the Employer promptly after receipt of notice thereof given by the Executive; provided, however, that a reduction in level of annual bonus shall not be deemed to be included within the scope of this paragraph;

(iii)                               requires the Executive to be based at any office or location other than the Employer’s principal offices within the City of Baltimore, except for travel reasonably required in the performance of the Executive’s responsibilities; or

(iv)                              purports to terminate the Executive’s employment otherwise than as expressly contemplated in this Section 8 in the case of Good Cause, death or Disability.

Before resigning for Good Reason, Executive must specify in writing to Company the nature of the act or omission that Executive deems to constitute Good Reason and, if the situation can be cured, give Company at least 30 days after receipt of such notice to correct the situation (and thus prevent Executive’s resignation for Good Reason).