SCHEDULE 14-A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement

|_| Confidential, For Use of the Commission Only (as permitted by Rule
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|X| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

PROVIDENT BANKSHARES CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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|X| No fee required

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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PROVIDENT BANKSHARES CORPORATION
114 EAST LEXINGTON STREET
BALTIMORE, MARYLAND 21202
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 17, 2002
----------------------------------

The annual meeting of shareholders of Provident Bankshares Corporation
("Provident"), the holding company for Provident Bank, will be held on April 17,
2002 at 10:00 a.m., local time, at the offices of Provident, 114 East Lexington
Street, Baltimore, Maryland.

The purpose of the annual meeting is to consider and vote upon the
following matters:

1. the election of six directors to a three-year term of office;
2. the ratification of the appointment of KPMG LLP as independent
auditors of Provident for the fiscal year ending December 31, 2002;
and
3. such other matters as may properly come before the annual meeting
and at any adjournments thereof, including whether or not to adjourn
the meeting.

NOTE: The Board of Directors is not aware of any other business to come
before the meeting.

Only shareholders of record at the close of business on February 25, 2002
are entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.

Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Peter M. Martin

Peter M. Martin
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Baltimore, Maryland
March 8, 2002

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE PROVIDENT THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.

PROVIDENT BANKSHARES CORPORATION
-----------------------

PROXY STATEMENT
-----------------------

This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Provident Bankshares
Corporation ("Provident" or the "Company") to be used at the annual meeting of
shareholders of the Company. Provident is the holding company for Provident Bank
("Provident Bank" or the "Bank"). The annual meeting will be held on April 17,
2002 at 10:00 a.m., local time, at Provident's offices at 114 East Lexington
Street, Baltimore, Maryland 21202. The 2001 Annual Report to Shareholders,
including the consolidated financial statements of the Company for the fiscal
year ended December 31, 2001, accompanies this proxy statement, which is first
being mailed to shareholders on or about March 11, 2002.

VOTING AND PROXY PROCEDURE

WHO CAN VOTE AT THE MEETING

You are entitled to vote your Provident common stock if the records of the
Company show that you held your shares as of the close of business on February
25, 2002. As of the close of business on that date, a total of 25,088,041 shares
of Provident common stock were outstanding and entitled to vote. Each share of
common stock has one vote.

ATTENDING THE MEETING

If you are a beneficial owner of Provident common stock held by a broker,
bank or other nominee (i.e., in "street name"), you will need proof of ownership
to be admitted to the meeting. A recent brokerage statement or letter from a
bank or broker are examples of proof of ownership. If you want to vote your
shares of Provident common stock held in street name in person at the meeting,
you will have to get a written proxy in your name from the broker, bank or other
nominee who holds your shares.

VOTE REQUIRED

The annual meeting will be held only if there is a quorum. A quorum exists
if a majority of the outstanding shares of common stock entitled to vote is
represented at the meeting. If you return valid proxy instructions or attend the
meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner. Under Maryland corporate
law and Provident's Articles of Incorporation and Bylaws, proxies specifying an
abstention as to a proposal will cause the shares to be counted toward a quorum,
but not counted as voting for or against the proposal.

In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and

broker non-votes will have no effect on the outcome of the election. In voting
on the ratification of the appointment of KPMG LLP as independent auditors, you
may vote in favor of the proposal, vote against the proposal or abstain from
voting. This matter will be decided by the affirmative vote of a majority of the
votes cast at the annual meeting. On this matter, abstentions and broker
non-votes will have no effect on the voting.

VOTING BY PROXY

The Board of Directors of Provident is sending you this proxy statement
for the purpose of requesting that you allow your shares of Provident common
stock to be represented at the annual meeting by the persons named in the
enclosed proxy card. All shares of Provident common stock represented at the
meeting by properly executed proxies will be voted in accordance with the
instructions indicated on the proxy card. If you sign, date and return a proxy
card without giving voting instructions, your shares will be voted as
recommended by the Company's Board of Directors. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR AND FOR RATIFICATION OF
KPMG LLP AS INDEPENDENT AUDITORS.

If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own judgment to determine how to vote your shares. This includes a motion
to adjourn or postpone the meeting in order to solicit additional proxies. If
the annual meeting is adjourned or postponed, your Provident common stock may be
voted by the persons named in the proxy card on the new meeting date as well,
unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the meeting.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself revoke your
proxy.

If your Provident common stock is held in "street name," you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker or bank may allow you to deliver
your voting instructions via the telephone or the Internet. Please see the
instruction form provided by your broker, bank or other nominee that accompanies
this proxy statement.

Provident will pay the cost of solicitation of proxies on behalf of its
management. In addition to the solicitation of proxies by mail, Innisfree M&A
Incorporated, a proxy solicitation firm, will assist Provident in soliciting
proxies for the annual meeting for a fee of $7,000, plus out-of-pocket expenses.
Proxies may also be solicited personally or by telephone by directors, officers
and other employees of Provident and Provident Bank, without additional
compensation. Provident will also request persons, firms and corporations
holding shares in their names, or in the names of their nominees, which are
beneficially owned by others, to send proxy materials to, and obtain proxies
from, such beneficial owners, and will reimburse such persons for their
reasonable expenses in doing so.

STOCK OWNERSHIP

The following table provides information as of February 25, 2002, with
respect to persons known by the Company to be the beneficial owners of more than
5% of the Company's outstanding common stock. A person may be considered to own
any shares of common stock over which he or she has, directly or indirectly,
sole or shared voting or investing power.

NUMBER OF SHARES PERCENT OF COMMON
NAME AND ADDRESS OWNED STOCK OUTSTANDING
- ---------------- ---------------- -------------------

T. Rowe Price Associates, Inc. 1,281,139(1) 5.11%
100 E. Pratt Street
Baltimore, Maryland 21202

- ----------------------------
(1) Based on information filed in a Schedule 13G with the U.S. Securities and
Exchange Commission on February 13, 2002. These securities are owned by
various individual and institutional investors which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities and Exchange Act
of 1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

The following table provides information about the shares of Provident
common stock that may be considered to be owned by each director, nominee or
named executive officer of Provident and by all its directors and executive
officers as a group as of February 25, 2002. Unless otherwise indicated, each of
the named individuals has sole voting power and sole investment power with
respect to the shares shown.

NUMBER OF
NUMBER SHARES THAT MAY
OF SHARES BE ACQUIRED
OWNED WITHIN 60 DAYS PERCENT OF
(EXCLUDING BY EXERCISING COMMON STOCK
NAME OPTIONS) OPTIONS OUTSTANDING(10)(11)
- ---- ------------ --------------- -------------------

DIRECTORS
Melvin A. Bilal....................................... 731 20,388 *
Ward B. Coe, III, Esquire............................. 64 19,873 *
Frederick W. Meier, Jr................................ 2,435 19,873 *
Sister Rosemarie Nassif............................... 1,401 19,112 *
Gary N. Geisel........................................ 9,336(1) 85,517 *
Thomas S. Bozzuto..................................... 5,392 13,833 *
Charles W. Cole, Jr................................... 4,498 18,981 *
Barbara B. Lucas...................................... 2,819 19,873 *
Carl W. Stearn........................................ 53,821(2) 61,679 *
Enos K. Fry........................................... 7,515(3) 44,055 *
Francis G. Riggs...................................... 88,652(4) 17,575 *
Dr. Calvin W. Burnett................................. 3,456 16,501 *
Pierce B. Dunn........................................ 43,551(5) 20,389 *
Mark K. Joseph........................................ 11,293 20,389 *
Peter M. Martin....................................... 135,869(6) 84,626 *
Sheila K. Riggs....................................... 49,874(7) 17,575 *
NAMED EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS
Richard J. Oppitz..................................... 9,443(8) 43,591 *
Dennis A. Starliper................................... 22,739(9) 27,542 *
All directors and executive officers as a group
(18 persons)................................. 452,889 571,372 3.93%
- ----------------------------

(1) Includes 3,103 shares held in 401(k) plan.
(2) Includes 10,977 shares held in 401(k) plan.
(3) Includes 5,888 shares held in 401(k) plan and 1,011 shares held by spouse.
(4) Includes 13,269 shares held as custodian and 3,195 shares held through a
corporation of which Mr. Riggs is Executive Vice President and Director.
(5) Includes 137 shares held by spouse; 1,727 shares held as custodian; and
29,302 shares held as trustee.
(6) Includes 8,562 shares held in 401(k) plan.
(7) Includes 2,424 shares held as custodian.
(8) Includes 8,142 shares held in 401(k) plan.
(9) Includes 20,319 shares held in 401(k) plan.
(10) Less than 1%, unless otherwise indicated.
(11) Percentages with respect to each person or group of persons have been
calculated on the basis of 25,088,041 shares of Provident's common stock,
the number of shares of the Company's common stock outstanding and entitled
to vote as of February 25, 2002, plus the number of shares of the Company's
common stock which such person or group of persons has the right to acquire
within 60 days after February 25, 2002 by the exercise of stock options.

PROPOSAL 1. ELECTION OF DIRECTORS

Provident's Board of Directors consists of 16 directors, of which 13 are
independent directors and three are members of management. The Board is divided
into three classes with three-year staggered terms, with approximately one-third
of the directors elected each year. The Board of Directors' nominees for
election this year, to serve for a three-year term, or until their respective
successors have been elected and qualified, are Thomas S. Bozzuto, Charles W.
Cole, Jr., Barbara B. Lucas, Francis G. Riggs, Carl W. Stearn and Enos K. Fry.

If any nominee is unable to serve or declines to serve for any reason, it
is intended that proxies will be voted for the election of the balance of those
nominees named and for such other persons as may be designated by the present
Board of Directors. The Board has no reason to believe that any of the persons
named will be unable or unwilling to serve. No person being nominated as a
director is being proposed for election pursuant to any agreement or
understanding between any such person and the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.

INFORMATION WITH RESPECT TO NOMINEES, CONTINUING DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS

Information regarding the nominees for election at the annual meeting, as
well as information regarding the continuing directors whose terms expire in
2003 and 2004, is provided below. Unless otherwise stated, each nominee has held
his or her current occupation for the last five years. The age indicated in each
nominee's biography is as of December 31, 2001. The indicated period for service
as a director includes service as a director of Provident Bank.

NOMINEES FOR ELECTION OF DIRECTOR

THOMAS S. BOZZUTO is Chief Executive Officer of The Bozzuto Group, a
full-service residential development company located in Greenbelt, Maryland. Age
55. Director since 1998.

CHARLES W. COLE, JR. is Chairman of the Board of Legg Mason Trust F.S.B.
and was previously Vice Chairman of the Board and Managing Director of Brown
Investment Advisory and Trust Co. Prior to that position, Mr. Cole was the
President and Chief Executive Officer of First Maryland Bancorp and the First
National Bank of Maryland. Age 66. Director since 1995.

BARBARA B. LUCAS is Senior Vice President and Corporate Secretary of The
Black & Decker Corporation. Age 56. Director since 1996.

FRANCIS G. RIGGS is Executive Vice President and a director of Riggs,
Counselman, Michaels & Downes, Inc., an insurance brokerage company. Age 64.
Director since 1972.

CARL W. STEARN served as Chairman of the Board and Chief Executive Officer
of Provident and Provident Bank prior to his retirement in 1998. He serves as
Chairperson of Provident's Executive Committee. Age 69. Director since 1990.

ENOS K. FRY has been Group Manager, Washington Metro Area, of Provident
Bank since 1997. Prior to joining Provident Bank, he served in various executive
capacities with Citizens Savings Bank, F.S.B., including President, director and
Vice Chairman of the Board, until Citizens Savings was acquired by Provident
Bank in 1997. Age 58. Director since 1997.

DIRECTORS CONTINUING IN OFFICE

The following directors have terms ending in 2003:

DR. CALVIN W. BURNETT is President of Coppin State College, Baltimore,
Maryland and serves as Chairperson of Provident's Nominating Committee. Age 69.
Director since 1984. Dr. Burnett will reach his seventieth birthday before the
upcoming annual meeting of stockholders. Therefore, consistent with Provident's
Bylaws, Dr. Burnett has advised the Board of Directors of his intention to
retire from the Board after the annual meeting of shareholders.

PIERCE B. DUNN is Chairman of the Board of MIRCON, Inc., an environmental
and engineering company. Age 51. Director since 1987.

MARK K. JOSEPH is Chairman and Chief Executive Officer of Municipal
Mortgage and Equity, LLC, a lender that invests in real estate backed tax exempt
bonds. Mr. Joseph is also Chairman of the Board and founder of The Shelter
Group, a real estate development, property and asset management company. Mr.
Joseph serves as Chairperson of Provident's Audit Committee. Age 63. Director
since 1993.

PETER M. MARTIN has been Chairman of the Board and Chief Executive Officer
of Provident and Provident Bank since 1998. Mr. Martin also served as President
of Provident and Provident Bank from 1990 until January 2001 and has been
employed by Provident and Provident Bank since 1990. Age 64. Director since
1990.

SHEILA K. RIGGS is the Chairman of the Maryland Health and Higher
Educational Facilities Authority, which issues bonds to finance health care and
higher education facilities. Mrs. Riggs serves as Chairperson of Provident's
Compensation Committee. Age 58. Director since 1982.

The following directors have terms ending in 2004:

MELVIN A. BILAL is President of Bilal Consulting. Previously, Mr. Bilal
was with Chapman Worldwide Financial Services. Prior to Chapman, Mr. Bilal was
the owner and Managing Executive of the Bilal Group, Inc., a provider of long
and short term staffing needs. Prior to holding this position, he was President
and founder of Security America Services, Inc., a security consulting firm. Age
59. Director since 1992.

WARD B. COE, III is a partner in the law firm of Whiteford, Taylor &
Preston, LLP. Age 56. Director since 1997.

FREDERICK W. MEIER, JR. is President of Lord Baltimore Capital Corp.,
formerly ATAPCO Capital Management Group. Prior to being elected to this
position in 1996, Mr. Meier was an Executive Vice President of First Maryland
Bancorp and First National Bank of Maryland. Age 58. Director since 1997.

SISTER ROSEMARIE NASSIF is President of Holy Names College, Oakland,
California. Previously, Sister Nassif was Executive Director of the Fund for
Educational Excellence. Prior to this position, she was President of the College
of Notre Dame of Maryland. Age 60. Director since 1992.

GARY N. GEISEL has been President and Chief Operating Officer (COO) of
Provident and Provident Bank since January 2001. Before becoming President and
COO, Mr. Geisel had been a member of Provident Bank's Office of the Chairman
since its creation in 1999 and Group Manager, Community Banking, of Provident
Bank since 1997. Prior to joining Provident Bank, Mr. Geisel was an executive
officer with Citizens Bank of Maryland. Age 53. Director since 2001.

NAMED EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS

RICHARD J. OPPITZ is an Executive Vice President of Provident Bank.
Previously, Mr. Oppitz served as a member of Provident Bank's Office of the
Chairman, Group Manager, Commercial Banking and Managing Director, Credit
Administration Division. Age 55.

DENNIS A. STARLIPER is the Chief Financial Officer of Provident and
Executive Vice President and Chief Financial Officer of Provident Bank.
Previously, Mr. Starliper served as a Group Manager, Treasurer and Managing
Director, Treasury Division, of Provident Bank. Age 55.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
OF THE BOARD OF DIRECTORS

The Board of Directors of Provident conducts business through meetings and
the activities of the Board and its committees. The Board of Directors generally
meets on a monthly basis and may have additional meetings as needed. During the
fiscal year ended December 31, 2001, the Board of Directors held 12 meetings.
All of the directors of the Company attended at least 75% of the total number of
Board meetings held and committee meetings on which such directors served during
the fiscal year ended December 31, 2001. The Board of Directors of the Company
and Bank maintain committees, the nature and composition of which are described
below.

AUDIT COMMITTEE. The Audit Committee consists of Messrs. Joseph, Coe,
Cole, Dunn and Meier. The committee reviews and reports to the Board of
Directors on examinations of Provident Bank and its subsidiaries by regulatory
authorities, recommends the independent auditor for appointment by the Boards of
Provident and Provident Bank, reviews the scope of the work of the independent
auditor and their reports, and reviews the activities and actions of the Bank's
internal auditors. The Audit Committee met 16 times during 2001.

COMPENSATION COMMITTEE. The Compensation Committee consists of Mrs. Riggs,
Mrs. Lucas, Sister Nassif and Messrs. Bozzuto, Cole, Dunn and Riggs. The
committee reviews and determines salaries and other benefits for executive and
senior management of Provident and its subsidiaries, reviews and determines
employees to whom stock options are to be granted and the terms of such grants,
and reviews the selection of officers who participate in incentive and other
compensatory plans and arrangements. The Compensation Committee met 6 times
during 2001.

NOMINATING COMMITTEE. The Nominating Committee consists of Dr. Burnett,
Mrs. Lucas, and Messrs. Bilal, Bozzuto and Coe. The committee nominates persons
for election to the Board of

Directors of Provident and Provident Bank. The Nominating Committee will
consider shareholder recommendations submitted to it in writing in care of
Provident in accordance with the Company's Bylaws. The Nominating Committee met
once during 2001.

DIRECTORS' COMPENSATION

Each outside director of Provident and Provident Bank receives an annual
retainer of $14,000 for service as director. Each outside director also receives
a fee of $1,000 for attendance at regular or special Board meetings, except that
a single fee is paid if the Provident and Provident Bank Board meetings are held
on the same day. Finally, outside directors who are members of Board committees
receive a fee of $1,000 for attendance at committee meetings, while the
chairpersons of such committees receive a fee of $1,150.

Provident and Provident Bank have a deferred compensation plan for
non-employee directors. Each year, a director may elect to defer payment of all
or part of the director's fees for that year until the individual ceases to be a
director. Interest is accrued on the deferred amount at the prime rate. Payment
of the deferred amount may be made to the director or to his or her beneficiary.
In addition, non-employee directors are eligible to receive options under the
Provident Bankshares Corporation Amended and Restated Stock Option Plan (the
"Stock Option Plan"). The Non-Employee Directors' Severance Plan provides that
if a director's service is terminated following a "change in control" (as
defined in the Plan) of Provident or the Bank, the director will be entitled to
receive a payment equal to five times the director's annual retainer.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for the Chief Executive Officer and
all other executive officers of Provident and Provident Bank employed during the
fiscal year by the Company and the Bank who received salary and bonus in excess
of $100,000 during fiscal 2001. These persons are sometimes referred to in this
proxy statement as the "named executive officers."

ANNUAL COMPENSATION
------------------------------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITIONS YEAR ($) ($) ($) (#) ($)(2)
- ------------------------------------------------ ------- ----------- ---------- -------------- ------------- --------------

Peter M. Martin 2001 $500,000 $ 0 $2,641 -- $94,739
Chairman of the Board and 2000 465,000 146,000 2,336(1) 42,000 82,552
Chief Executive Officer of Provident and 1999 433,350 216,675 3,846 55,125 72,951
Provident Bank

Gary N. Geisel 2001 $310,000 $ 0 $ -- 52,500 $ 7,650
President and Chief Operating Officer of 2000 248,600 53,000 -- 21,000 7,650
Provident and Provident Bank 1999 226,000 90,400 -- 27,563 7,200

Richard J. Oppitz(3) 2001 $248,050 $ 0 $ -- -- $ 7,650
Executive Vice President, 2000 225,500 44,000 -- 21,000 6,119
Consumer Banking 1999 205,000 82,000 -- 27,563 7,200
Provident Bank

Dennis A. Starliper 2001 $229,515 $ 0 $ -- -- $ 7,148
Chief Financial Officer of Provident and 2000 208,650 41,000 -- 12,600 6,831
Executive Vice President and Chief 1999 195,000 46,000 -- 6,615 7,200
Financial Officer of Provident Bank

John F. Novak(4) 2001 $255,310 $ 0 $ -- -- $ 7,465
Executive Vice President, 2000 232,100 50,000 -- 21,000 7,622
Consumer Banking 1999 211,000 84,400 -- 27,563 7,200
Provident Bank

- ----------------------------------
(1) Represents grossed-up reimbursement for the tax effect of reportable incremental imputed income for the split dollar
insurance agreements.
(2) The amounts shown in this column for the last fiscal year are derived from the following figures for Mr. Martin:
$7,650 of employer-provided contributions under the Bank's 401(k) plan, and $87,089 in economic value of Bank-paid
split-dollar life insurance premiums. The amounts shown for Messrs. Geisel, Oppitz, Starliper and Novak were
employer-provided contributions under the Bank's 401(k) plan.
(3) Mr. Oppitz was formerly Executive Vice President, Commercial Banking. He assumed his current position effective
July 16, 2001.
(4) Mr. Novak resigned his position effective July 6, 2001.

CHANGE IN CONTROL AGREEMENTS

Provident and Provident Bank have entered into change in control
agreements with Messrs. Martin, Geisel, Oppitz and Starliper. Each agreement is
extended on a daily basis unless written notice of non-renewal is given by the
Board of Directors. The agreements provide that if involuntary termination or,
under certain circumstances, voluntary termination follows a change in control
of the Company or the Bank, the executive officer is entitled to receive a
severance payment equal to three times his average annual compensation for the
five most recent taxable years preceding termination. The Company or the Bank
would also continue and pay for life, health and disability coverage for 36
months following termination. Payments to the executive officer under the
agreements are paid by the Company to the extent that payments (or other
benefits) are not paid by the Bank. Notwithstanding that both the Company and
the Bank change in control agreements provide for a severance payment in the
event of a change in control, no duplicate payments would be made under the
agreements.

STOCK OPTION GRANTS

The following table lists all grants of options under the Stock Option
Plan to the named executive officers for 2001 and contains certain information
about potential value of those options based upon certain assumptions as to the
appreciation of the Company's stock over the life of the option.

OPTIONS GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION
NUMBER OF OPTIONS EXERCISE OR FOR OPTIONS(2)
SECURITIES GRANTED TO BASE ------------------------------
UNDERLYING EMPLOYEES PRICE
OPTIONS IN PER EXPIRATION
NAME GRANTED FISCAL YEAR SHARE DATE 5% 10%
- -------- ----------------- --------------- ------------ -------------- --------------------------

Gary N. Geisel 52,500(1) 62% $20.87 03/21/11 $689,325 $1,746,675

- ------------------------
(1) Options become exercisable in two equal annual installments commencing on March 21, 2002. Options become
immediately exercisable upon optionee's termination of employment due to death or disability or upon a change in
control.
(2) The dollar gains under these columns result from calculations required by the Securities and Exchange Commission's
("SEC") rules and are not intended to forecast future price appreciation of the common stock. It is important to note
that options have value only if the stock price increases above the exercise price shown in the table during the effective
option period. In order for the executive to realize the potential values set forth in the 5% and 10% columns in the
table, the price per share of Provident's common stock would be approximately $34.00 and $54.14, respectively, as of
the expiration date of the options.

STOCK OPTION EXERCISES AND HOLDINGS

The following table reflects all stock option exercises by the named
executive officers during 2001 and includes the number of shares covered by all
remaining unexercised stock options as of December 31, 2001. Also reported are
the values for "in-the-money" options which represent the difference between the
exercise price of any such remaining unexercised options and the year-end market
price of the common stock.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR END IN-THE-MONEY OPTIONS
(#) AT FISCAL YEAR END ($)(1)
------------------------------ ------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------- -------------- ------------- ------------- --------------- ------------- ----------------

Peter M. Martin 29,729 $563,861 74,626 197,824 $764,684 $1,895,669
Chairman of the Board and
Chief Executive Officer of
Provident and Provident Bank

Gary N. Geisel 0 0 56,836 98,925 420,439 429,545
President and Chief Operating
Officer of Provident and
Provident Bank

Richard J. Oppitz 0 0 41,160 46,425 279,134 249,470
Executive Vice President,
Consumer Banking of
Provident Bank

Dennis A. Starliper 5,191 103,083 26,326 13,037 289,029 62,109
Chief Financial Officer of
Provident and Executive
Vice President and Chief
Financial Officer of
Provident Bank

John F. Novak 5,000 34,850 0 0 0 0
Executive Vice President,
Consumer Banking of
Provident Bank

- --------------------------------
(1) The closing price of the common stock on December 31, 2001 (the last trading day of 2001) was $24.30.

PENSION PLANS

The following table sets forth the estimated annual pension benefits
payable to a participant at normal retirement age (age 65) under Provident
Bank's Pension Plan and its Supplemental Executive Retirement Income Plan
("Supplemental Plan"), based on both the remuneration that is covered under
these plans and years of service with Provident and its subsidiaries.

YEARS OF SERVICE
------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- --------------- --------- --------- ---------- ----------- ---------

$125,000 $26,250 $ 35,000 $ 43,750 $ 43,750 $ 43,750
150,000 31,500 42,000 52,500 52,500 52,500
175,000 36,750 49,000 61,250 61,250 61,250
200,000 42,000 56,000 70,000 70,000 70,000
225,000 47,250 63,000 78,750 78,750 78,750
250,000 52,500 70,000 87,500 87,500 87,500
275,000 57,750 77,000 96,250 96,250 96,250
300,000 63,000 84,000 105,000 105,000 105,000
325,000 68,250 91,000 113,750 113,750 113,750
350,000 73,500 98,000 122,500 122,500 122,500
375,000 78,750 105,000 131,250 131,250 131,250
400,000 84,000 112,000 140,000 140,000 140,000
425,000 89,250 119,000 148,750 148,750 148,750
450,000 94,500 126,000 157,500 157,500 157,500

This table reflects the annual benefits payable at the executive officer's
65th birthday in the form of an annuity for the executive officer's life with a
15-year guarantee in favor of the executive officer's spouse. Under this form,
should the executive officer die within 15 years after the benefits start, the
executive's surviving spouse, if any, will continue to receive the same pension
benefits until the end of that 15-year period. The table also reflects the
maximum benefits payable under the Provident Bank of Maryland Pension Plan, a
tax-qualified, funded plan and certain supplemental retirement income agreements
providing 50% of the excess (unfunded benefits). The benefits reflected in the
table are offset or reduced by 100% of the executive officer's estimated primary
Social Security benefit.

The following table sets forth the respective years of service credited
for Pension Plan purposes as of December 31, 2001, and the estimated years of
service at the respective normal retirement dates for the named executive
officers.

YEARS OF SERVICE YEARS OF SERVICE
NAME AT 12/31/01 AT NORMAL RETIREMENT
- ----- ---------------- ---------------------

Peter M. Martin 11.8 13.4
Gary N. Geisel 4.2 16.6
Richard J. Oppitz 8.8 18.8
Dennis A. Starliper 16.5 26.5

Provident maintains Supplemental Plans for Messrs. Martin and Geisel
which, for Mr. Martin, will pay 72.3% of 70% of final pay, reduced by Social
Security and the age-65 benefit accrued under the Bank's Pension Plan and then
proportionately reduced for less than 25 years of service. Mr. Geisel's Plan
will pay 70% of final pay, reduced by Social Security, the age-65 benefit
accrued under the Bank's Pension Plan, and proportionately reduced for each year
Mr. Geisel's retirement precedes age 65.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Francis G. Riggs is a director of Provident and Provident Bank, and a
member of the Compensation Committee. Mr. Riggs is Executive Vice President and
a director of Riggs, Counselman, Michaels & Downes, Inc. From January l to
December 31, 2001, the Bank paid Riggs, Counselman, Michaels & Downes, Inc.
$425,253 for premiums related to insurance services.

THE FOLLOWING REPORTS OF THE COMPENSATION COMMITTEE AND AUDIT COMMITTEE
AND THE STOCK PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY
ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY
FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT"), EXCEPT TO THE EXTENT
THAT PROVIDENT SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND
SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

REPORT OF THE COMPENSATION COMMITTEE

COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Recommendations regarding all
of the components of the compensation of Provident's Chairman and Chief
Executive Officer, are made by the Board's seven member Compensation Committee
to, and are approved by, the Board of Directors. The Board of Directors did not
reject or modify in any material way any of the recommendations of the
Compensation Committee during fiscal year 2001. Each member of the Compensation
Committee is a non-employee director. The following report has been prepared by
the Compensation Committee and addresses the compensation policies of Provident
for 2001 as they affected Mr. Martin, the Chairman and Chief Executive Officer,
and other named executive officers.

EXECUTIVE OFFICER COMPENSATION POLICIES AND OBJECTIVES. The policies and
objectives of the Compensation Committee are designed to assist Provident and
its subsidiaries in attracting and retaining qualified executives, to recognize
individual contributions toward the achievement of short and long-term
performance goals and to align closely the financial interests of the senior
managers of Provident and its subsidiaries with those of its shareholders. In
furtherance of these objectives, Provident maintains a compensation program for
executive officers that consists of both cash and equity-based compensation.
From time to time the Compensation Committee retains independent compensation
consultants to work with it on executive compensation matters. The Compensation
Committee also has access to competitive data regarding executive compensation
levels and practices.

EXECUTIVE COMPENSATION PROGRAMS AND RELATIONSHIP TO PERFORMANCE. The
annual compensation of Provident's named executive officers consists of a base
salary and an annual bonus. In the case of Messrs. Martin and Geisel, this
annual bonus is determined under the terms of the Provident Bankshares
Corporation Executive Incentive Plan ("EIP") and, in the case of Messrs.
Starliper and Oppitz, the Executive Vice Presidents Incentive Plan ("EVIP"). The
Compensation Committee establishes, on an annual basis, the base salary of the
Chief Executive Officer, generally based upon a review of the performance of the
Chief Executive Officer during the prior year and competitive data for

that position. The Chief Executive Officer recommends to the Compensation
Committee a salary level for the other named executive officers based upon a
performance review of each executive officer. The Compensation Committee also
approves the eligibility of key executives to receive bonus awards under the
EIP, the EVIP and other Company sponsored incentive plans and is responsible for
the granting of options under the Stock Option Plan.

EXECUTIVE INCENTIVE PLAN AND EXECUTIVE VICE PRESIDENTS INCENTIVE PLAN.
Under the EIP and the EVIP an incentive bonus may be paid to executives in part
based upon the financial performance of the Company and in part based upon the
performance of the individual eligible to be awarded bonuses under the Plan. For
purposes of establishing the criteria for the corporate performance- based
portion of an incentive bonus award, three after-tax net income targets for the
upcoming year are established: threshold, budget and maximum. Additionally, the
Compensation Committee sets a percentage of base salary to be eligible to be
received as incentive compensation at each of the threshold, budget and maximum
targets. If after-tax net income reaches the threshold, budget or maximum
targets, participants will automatically receive 75% of the designated
percentage of base salary as corporate performance-based incentive compensation.
In the event that after-tax net income is less than the threshold after-tax net
income target, no corporate performance-based incentive compensation is payable.
The remaining 25% of the incentive bonus award is discretionary based on
individual performance as compared to goals outlined in the EIP and the EVIP;
namely: management of the Company with emphasis on development and retention of
key personnel; implementation of new initiatives; financial progress in addition
to net earnings; and risk management. The Compensation Committee reviews the
terms of the EIP and EVIP each year to assure that, in operation, they are
furthering the committee's compensation policy objectives. Incentive
compensation earned under the EIP and the EVIP is paid within one month of the
end of the fiscal year. Payment of all or any part of the incentive compensation
earned under the EIP and the EVIP may be deferred. No bonuses were awarded to
any executive under the EIP or EVIP for services performed in fiscal 2001. No
bonuses of any kind were otherwise paid to the named executive officers for
2001.

STOCK OPTION PLAN. Long-term incentives for the named executive officers
are provided through the Stock Option Plan. The Stock Option Plan authorizes the
issuance of non-qualified stock options to key officers and certain employees of
Provident and its subsidiaries. Subject to the general limits prescribed by the
Stock Option Plan, the Compensation Committee has the authority to determine the
individuals to whom stock options are awarded, the terms of the options and the
number of shares subject to each option. Although the Compensation Committee's
decisions are discretionary and no specific formula is used in the
decision-making, the number of options granted is based generally upon position
level and performance. Through the award of stock options, the objective of
aligning the long-range interests of the executive officers with those of the
shareholders is met by providing the executive officers with the opportunity to
build a meaningful ownership stake in Provident.

OTHER COMPENSATION PLANS. The named executive officers participate in the
Company's health and welfare and qualified retirement plans on the same terms as
non-executive employees who meet the applicable eligibility criteria, subject to
any legal limitations on the amounts that may be contributed or the benefits
that may be payable under these plans.

In addition to the qualified retirement plans, Provident maintains
Supplemental Plans for Messrs. Martin and Geisel which, for Mr. Martin, will pay
72.3% of 70% of final pay, reduced by Social Security and the age-65 benefit
accrued under the Bank's Pension Plan and then proportionately reduced for less
than 25 years of service. Mr. Geisel's Plan will pay 70% of final pay, reduced
by Social Security, the

age-65 benefit accrued under the Bank's Pension Plan, and proportionately
reduced for each year Mr. Geisel's retirement precedes age 65. The Supplemental
Plan is unfunded, so that amounts payable represent unsecured liabilities of the
Bank, subject to the claims of secured creditors. The Bank has also purchased
four insurance policies on the life of Mr. Martin. Two policies are split-dollar
arrangements, subject to collateral assignment agreements. The other two are
corporate-owned life insurance policies. The Bank has purchased one
corporate-owned life insurance policy on the life of Mr. Geisel.

CHIEF EXECUTIVE OFFICER COMPENSATION. The Compensation Committee set Mr.
Martin's base compensation for fiscal year 2001 at $500,000, which represents a
7.5% increase over his 2000 base salary. In establishing his base salary, the
Compensation Committee reviewed Mr. Martin's performance for the prior year and
also considered the compensation of chief executive officers of banking
organizations in the Baltimore metropolitan area. The increase for 2001 reflects
the Compensation Committee's recognition of Mr. Martin's contribution to the
successful implementation of measures to improve the financial performance of
Provident Bank, the earnings growth and the increase in the return on and amount
of shareholder equity. Mr. Martin did not receive any stock option, stock awards
or cash bonus awards under any Company sponsored bonus plan. See "--EXECUTIVE
COMPENSATION PROGRAMS AND RELATIONSHIP TO PERFORMANCE "and "--EXECUTIVE
INCENTIVE PLAN AND EXECUTIVE VICE PRESIDENTS INCENTIVE PLAN."

COMPENSATION OF OTHER NAMED EXECUTIVE OFFICERS. Decisions regarding the
base salaries of the other named executive officers are communicated to the
Compensation Committee by the Chief Executive Officer. The decisions as to the
salaries of the other named executive officers are based upon a review of their
performance during the prior year provided by the Chief Executive Officer. The
Compensation Committee did not reject or modify in any material way any of the
decisions of the Chief Executive Officer concerning the base salaries of the
other named executive officers for 2001.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE PROVIDENT BANKSHARES
CORPORATION BOARD OF DIRECTORS

SHEILA K. RIGGS (CHAIRPERSON)
THOMAS S. BOZZUTO
CHARLES W. COLE, JR.
PIERCE B. DUNN
BARBARA B. LUCAS
SISTER ROSEMARIE NASSIF
FRANCIS G. RIGGS

PERFORMANCE GRAPH

The SEC requires that Provident include in this proxy statement a
line-graph comparing cumulative shareholder returns as of December 31 for each
of the last five years among the common stock, a broad market index and either a
nationally-recognized industry standard or an index of peer companies selected
by Provident, assuming in each case both an initial $100 investment and
reinvestment of dividends. Consistent with past practice, the Board of Directors
has selected the Nasdaq Market Index as the relevant broad market index because
prices for the common stock are quoted on the Nasdaq National Market.
Additionally, the Board of Directors has selected the Middle Atlantic Banks
Index as the relevant industry standard because such index consists of financial
institutions which are headquartered in the mid-Atlantic region and the Board
believes that such institutions generally possess assets, liabilities and
operations more similar to those of Provident and its subsidiaries than other
publicly-available indices.

COMPARATIVE TOTAL RETURNS
PROVIDENT BANKSHARES CORPORATION, THE NASDAQ MARKET INDEX AND
THE MG INDEX FOR THE MID-ATLANTIC REGION

[GRAPH APPEARS HERE]

SUMMARY

12/31/96 12/31/97 12/31/98 12/31/99 12/29/00 12/31/01
-------- -------- -------- -------- -------- --------

PROVIDENT BANKSHARES CORPORATION $100.00 $175.74 $146.38 $109.77 $145.49 $184.11
NASDAQ MARKET INDEX $100.00 $122.32 $172.52 $304.29 $191.25 $152.46
MG INDEX FOR THE MID-ATLANTIC $100.00 $163.09 $179.52 $142.05 $160.76 $165.78
REGION

NOTES:
A. THE LINES REPRESENT MONTHLY INDEX LEVELS DERIVED FROM COMPOUNDED DAILY
RETURNS THAT INCLUDE ALL DIVIDENDS.
B. THE INDICES ARE REWEIGHTED DAILY, USING THE MARKET CAPITALIZATION ON
THE PREVIOUS TRADING DAY.
C. IF THE MONTHLY INTERVAL, BASED ON THE FISCAL YEAR-END IS NOT A TRADING
DAY, THE PRECEDING TRADING DAY IS USED.
D. THE INDEX LEVEL FOR ALL SERIES WAS SET TO $100.00 ON DECEMBER 31, 1996.

16
19

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires Provident's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% shareholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that, with the exception of
Director Enos K. Fry, for whom one Form 4 reporting two transactions was filed
late, each of the Company's executive officers and directors has complied with
applicable reporting requirements for transactions in Provident's common stock
during the fiscal year ended December 31, 2001.

TRANSACTIONS WITH MANAGEMENT

Periodically, Provident Bank may engage in lending transactions in the
ordinary course of business with its officers and directors, as well as entities
associated with such persons. Such transactions are made in the ordinary course
of business and on substantially the same terms, including interest rate and
collateral, as those prevailing at the time for comparable transactions with
other persons. Loans to such persons do not involve more than the normal risk of
collectibility or present other unfavorable features.

Ward B. Coe, III is a director of Provident and Provident Bank. Mr. Coe is
a partner in the law firm of Whiteford, Taylor & Preston, LLP which provided
legal services to Provident and Provident Bank during the fiscal year ended
December 31, 2001.

PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Provident's Board of Directors has appointed KPMG LLP to be Provident's
independent auditors for the fiscal year ending December 31, 2002, subject to
the ratification by shareholders. Representatives of KPMG LLP will be present at
the annual meeting. They will be given an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions
from shareholders present at the annual meeting.

On January 16, 2002 Provident's Board of Directors, at the recommendation
of the Audit Committee, dismissed PricewaterhouseCoopers LLP as Provident's
certifying accountants. The dismissal of PricewaterhouseCoopers LLP will be
effective upon the completion of its independent audit of Provident's financial
statements for the year ended December 31, 2001.

The report of PricewaterhouseCoopers LLP on Provident's financial
statements for either of the last two fiscal years did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.

During Provident's two most recent fiscal years through the date of
termination of the engagement of PricewaterhouseCoopers LLP, Provident was not
in disagreement with PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement

disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of PricewaterhouseCoopers LLP, would have caused
PricewaterhouseCoopers LLP to make reference to the subject matter of the
disagreement in connection with its report.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF PROVIDENT.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for
exercising independent, objective oversight of the Company's independent
auditors, accounting functions and internal controls. The Audit Committee is
comprised of five directors, each of whom is independent under the Nasdaq's
listing standards. The Audit Committee acts under a written charter adopted by
the Board of Directors.

The Audit Committee reviewed and discussed the annual financial statements
with management and the independent auditors. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountants' independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussions, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001 for
filing with the SEC.

MARK K. JOSEPH (CHAIRPERSON)
WARD B. COE, III, ESQUIRE
CHARLES W. COLE, JR.
PIERCE B. DUNN
FREDERICK W. MEIER, JR.

AUDIT FEES

The aggregate fees billed to Provident by PricewaterhouseCoopers LLP for
the annual audit and for the review of Provident's Forms 10-Q for the fiscal
year 2001 totaled $170,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

The aggregate fees billed to Provident by PricewaterhouseCoopers LLP for
financial information systems design and implementation during fiscal year 2001
totaled $0.

ALL OTHER FEES

The aggregate fees billed to Provident by PricewaterhouseCoopers LLP for
all other non-audit services, including fees for tax-related services, during
fiscal year 2001 totaled $438,447. Of this amount, $400,000 is attributable to
fees incurred in connection with the restatement of earnings during 2001.

The Audit Committee believes that the provision of such non-audit services
by PricewaterhouseCoopers LLP was compatible with maintaining
PricewaterhouseCoopers LLP's independence.

ADDITIONAL INFORMATION

SHAREHOLDER PROPOSALS

The Company must receive proposals that shareholders seek to include in
the proxy statement for the Company's next annual meeting no later than November
11, 2002. If next year's annual meeting is held on a date more than 30 calendar
days from April 17, 2003, a shareholder proposal must be received by a
reasonable time before the Company begins to print and mail its proxy
solicitation for such annual meeting. Any shareholder proposals will be subject
to the requirements of the proxy rules adopted by the SEC.

The Company's Bylaws provide that in order for a shareholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a shareholder must deliver notice of such
nominations and/or proposals to the Corporate Secretary not less than 90 days
before the date of the annual meeting; provided that if less than 100 days'
notice or prior public disclosure of the date of the annual meeting is given to
shareholders, such notice must be delivered not later than the close of the
tenth day following the day on which notice of the date of the annual meeting
was mailed to shareholders or prior public disclosure of the meeting date was
made. A copy of the full text of the Bylaw provisions discussed above may be
obtained by writing to the Corporate Secretary at 114 East Lexington Street,
Baltimore, Maryland 21202.

Provident's Annual Report to Shareholders and Annual Report on Form 10-K
accompany this proxy statement.

By Order of the Board of Directors

/s/ Peter M. Martin

PETER M. MARTIN
Chairman of the Board and
Chief Executive Officer

Baltimore, Maryland
March 8, 2002

PROVIDENT BANKSHARES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 17, 2002
10:00 A.M. LOCAL TIME

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints the official proxy committee of the Board
of Directors of Provident Bankshares Corporation (the "Company"), each with full
power of substitution, to act as proxy for the undersigned, and to vote all
shares of common stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Shareholders, to be held on April 17, 2002, at
10:00 a.m. local time, at the Company's offices at 114 East Lexington Street,
Baltimore, Maryland and at any and all adjournments thereof, with all of the
powers the undersigned would possess if personally present at such meeting as
follows:

1. The election as directors of all nominees listed (except as marked
to the contrary below).

FOR VOTE WITHHELD FOR ALL EXCEPT
|_| |_| |_|

Thomas Bozzuto Charles W. Cole, Jr. Barbara B. Lucas

Francis G. Riggs Carl W. Stearn Enos K. Fry

INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
"FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED
BELOW.

--------------------------------------------------------------------

2. The ratification of the appointment of KPMG LLP as independent
auditors of Provident Bankshares Corporation for the year ending
December 31, 2002.

FOR AGAINST ABSTAIN
|_| |_| |_|

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING WHETHER OR NOT
TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY
AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY
PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL
NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.

Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder may sign but only one signature is
required.

Date ______________________ __________________________________________
Signature of Shareholder

The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders and of a
proxy statement dated March 8, 2002 and of the Annual Report to Shareholders.