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                                                                   EXHIBIT 10.11





                                MBNA CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                           (As Amended and Restated)
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                                   ARTICLE I

                           Title and Effective Date 

         1.01      This Plan shall be known as the MBNA Corporation
Supplemental Executive Retirement Plan (hereinafter referred to as the "Plan).

         1.02      The Plan was adopted by the Board of Directors effective
January 29, 1991, and was subsequently amended.  As restated, the Plan includes
all amendments through November 12, 1996.
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                                   ARTICLE II

                                  Definitions

         As used herein, the following words and phrases shall have the
meanings specified below unless a different meaning is clearly required by the
context.

         2.01      The term "Attained Age" shall mean the age of a Member as of
his or her last birthday, except to the extent provided in Section 4.01.

         2.02      The term "Average Monthly Earnings" shall mean the highest
average base salary paid to the Member for any twelve (12) consecutive month
period during the seventy-two (72) month period immediately preceding the
termination of the Member's employment.  For this purpose, employment with MNC
Financial, Inc. ("MNC") or any of its subsidiaries at any time shall be
examined to determine if average base salary paid by MNC produces the highest
average.  If so, it shall be included in determining Average Monthly Earnings.
Annual salary for purposes of determining Average Monthly Earnings shall be
limited as set forth in the benefit schedules attached to the Plan as from time
to time amended."

         2.03      The term "Beneficiary" or "Contingent Beneficiary" shall
mean any person, persons, trust or estate of a Member entitled to receive any
benefits under this Plan.

         2.04      The term "Board of Directors" shall mean the Board of
          Directors of the Corporation.

         2.05      The term "Cause" shall mean the occurrence of one of the
following:

                   (a)       A conviction of the Member of (i) a felony or (ii)
any lesser crime or offense than a felony involving the property of the
Employer, provided that such lesser crime or offense causes demonstrable and
serious injury to the Employer, monetarily or otherwise.

                   (b)       The willful engaging by the Member in conduct
which has caused demonstrable and serious injury to the Employer, monetary or
otherwise, as evidenced by a determination in a binding and final judgment,
order or decree of a court or administrative





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================================================================================
agency of competent jurisdiction, in effect after exhaustion or lapse of all
rights of appeal, in an action, suit or proceeding, whether civil, criminal,
administrative or investigative.

                   (c)       Willful gross neglect of his duties, gross
dereliction of duty or other grave misconduct by the Member and failure to cure
such situation within thirty (30) days after receipt of notice thereof from the
Chief Executive Officer of the Employer.  If the Member who receives such a
notice is the Chief Executive Officer of the Employer, it shall be received
from the Board of Directors as authorized by not less than two-thirds (2/3) of
all of the members thereof.  For purposes of this Plan, no act, or failure to
act, by a Member shall be deemed "willful" unless done, or omitted to be done,
not in good faith and without reasonable belief that his action or omission was
in the best interest of the Employer. Notwithstanding the foregoing, a Member
shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Member a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board of Directors at a meeting of the Board of Directors
called and held for such purpose (after reasonable notice to the Member and an
opportunity for the Member, together with Member's counsel, to be heard before
the Board of Directors), finding that in the good faith opinion of the Board of
Directors the Member is guilty of conduct set forth above in clauses (a), (b),
or (c) of this Subsection 2.05 and specifying the particulars thereof in
detail.

         2.06      Change of Control shall mean the occurrence of either (i),
(ii) or (iii), as hereinafter set forth:

                   (i)       a change of a nature that would be required to be
reported in response to item 6(3) of Schedule 14A of Regulation 14A, or any
successor provisions thereto, promulgated under the Securities Exchange Act of
l934 ("Exchange Act"); provided that, without limitation, a Change of Control
shall be deemed to have occurred if any "person" or "group" (as those terms are
used in Sections l3(d) and l4(d), respectively, of the Exchange Act), other
than a trustee or other fiduciary holding securities under an employee benefit
plan of the Corporation, or a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially





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the same proportions as their ownership of stock of the Corporation, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing
forty percent (40%) or more of the combined voting power of the Corporation's
then outstanding securities; or

                   (ii)      during any period of two (2) consecutive years
(not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the board of
Directors and any new director (other than a director designated by a person
who has entered into an agreement with the Corporation to effect a transaction
described in clauses (i) or (iii) of this Subsection) whose election by the
Board of Directors or nomination for election by the Corporation's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or

                   (iii)     the shareholders of the Corporation approve a
merger or consolidation of the Corporation with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least eighty percent (80%) of the combined voting
power of the voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation, or the shareholders
of the Corporation approve a plan of complete liquidation of the Corporation or
an agreement for the sale or disposition by the Corporation of all or
substantially all the Corporation's assets.

         2.07      The term "Committee" shall mean the committee appointed by
the Board of Directors to administer the Plan.

         2.08      The term "Competition" shall be deemed to apply if a Member
who is no longer employed by the Corporation obtains a position as director,
trustee, officer or employee, or acts as a consultant or advisor to, or
acquires an ownership interest in excess of five percent (5%) in,





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any corporation, partnership, firm or other business entity that engages in any
business which competes with the business of the Corporation.

         2.09      "Corporation" shall mean MBNA Corporation, and any
successor.

         2.10      The term "Death Benefit" shall mean any benefit paid to a
Beneficiary or Contingent Beneficiary as provided under Article V of the Plan.

         2.11      The term "Disability Retirement Date" shall mean the first
day of the month immediately following the date a Disabled Member retires due
to Disability.

         2.12      The term "Disability" or "Disabled" shall mean eligibility
for disability benefits under the terms of the Employer's Long-Term Disability
Plan in effect at the time the Member becomes disabled.

         2.13      The term "Employer" shall mean the Corporation, its
successors and assigns, MBNA America Bank, N.A., any other subsidiary or
affiliated organizations authorized by the Board of Directors of the
Corporation to participate in this Plan with respect to their Members, and,
subject to the provisions of Article IX, any organization into which the
Employer may be merged or consolidated or to which all or substantially all of
its assets may be transferred.

         2.14      Good Reason shall mean the occurrence of one of the
following events:

                   (a)       Without the express written consent of the
Executive, the assignment of the Executive to any duties materially
inconsistent with the Executive's positions, duties, responsibilities and
status with the Corporation and its subsidiaries immediately prior to the
occurrence of a Change of Control, or a material change in the Executive's
titles, offices or reporting responsibilities as in effect immediately prior to
such Change of Control, or any removal of the Executive from or any failure to
re-elect the Executive to any of such positions, except in connection with the
termination of the Executive's employment for Cause, death, Disability,
Retirement or by the Executive for other than Good Reason, which situation is
not remedied within thirty (30) days after receipt by the Corporation of
written notice by the Executive:





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                   (b)       Without the express written consent of the
Executive, a reduction in the Executive's total compensation (including base
salary, bonus, and incentive compensation) in effect immediately prior to such
Change of Control which is not remedied within thirty (30) days after receipt
by the Corporation of written notice by the Executive;

                   (c)       Without the express written consent of the
Executive, the Employer requires the Executive to be based anywhere other than
(i) his office location immediately preceding the occurrence of a Change of
Control, or (ii) one of the Corporation's principal executive offices, provided
that such office is located within fifty (50) miles of the location specified
in the preceding clause (i) except for required travel on the Employer's
business to an extent substantially consistent with the business travel
obligations of the Executive immediately preceding the occurrence of the Change
of Control;

                   (d)       Without the express written consent of the
Executive, the failure by the Employer to continue in effect any benefit or
compensation plan, stock ownership plan, stock purchase plan, stock option
plan, life insurance plan, health-and-accident plan or disability plan in which
the Executive is participating at the time of a Change of Control (or plans
providing substantially similar benefits), the taking of any action by the
Employer which would adversely affect the participation in or materially reduce
the benefits under any of such plans either in terms of the amount of benefits
provided or the level of the Executive's participation relative to other
participants or deprive the Executive of material fringe benefit enjoyed by the
Executive at the time of the Change of Control, or the failure by the Employer
to provide the number of paid vacation days to which the Executive was then
entitled in accordance with the Employer's normal vacation policy in effect
immediately prior to said Change of Control, which is not remedied within
thirty (30) days after receipt by the Employer of written notice by the
Executive;

                   (e)       A breach by the Employer of any provision of the
Plan not embraced within the foregoing clauses (a), (b), (c) and (d) of this
Section which is not remedied within thirty (30) days after receipt by the
Employer of written notice from the Executive.





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                   (f)       The liquidation, dissolution, consolidation or
merger of the Employer or transfer of all or a significant portion of its
assets, unless a successor or successors (by merger, consolidation or
otherwise) to which all or a significant portion of its assets have been
transferred assumes all duties and obligations of the Employer under this
Agreement.

                   (g)       In the event a breach embraced within the
foregoing clauses (a), (b), (c), (d), or (e) of this Section 2.l4 is cured
within the thirty (30) day period specified in such clauses, any subsequent
breach of any provision embraced within the clauses of this Section 2.l4 shall
immediately be deemed to constitute Good Reason and there shall be no provision
for a thirty (30) day remedial period.

         2.15      The term "Member" shall mean an employee who is part of a
select group of management and has become a Member as provided in Article III
hereof.

         2.16      The term "Monthly Retirement Income" shall mean a monthly
income due a Retired Member which shall commence as of his Retirement Date, or
the commencement of benefit payments under Article V or Article VI hereof, and
continue for the period provided herein.

         2.17      The term "Plan" shall mean the MBNA Corporation Supplemental
Executive Retirement Plan.

         2.18      The term "Primary Social Security" shall mean the estimated
Primary Insurance Amount (payable monthly) available to a Member at an age as
provided herein under the Social Security law in effect at the Member's
Retirement Date.

         2.19      The term "Qualified Plan" shall mean the MBNA Corporation
Pension Plan or any successor plan thereto.

         2.20      The term "Retired Member" shall mean any Member of the Plan
who has terminated employment with the Employer for any reason other than
Cause, death or Disability and who is eligible to receive a Monthly Retirement
Income under this Plan.





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         2.21      The term "Retirement Date" shall mean, subject to the
provisions of Section 4.02, the first day of the month coinciding with or
immediately following the month the Member, who is eligible to receive a
Monthly Retirement Income under this Plan, terminates employment with the
Employer for any reason other than Cause, death or Disability.





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<PAGE>   10
                                  ARTICLE III

                             Membership in the Plan

         3.01      Eligibility for membership in this Plan shall be determined
by the Committee in its sole discretion.  The Committee shall also have the
right to remove a Member from the Plan at any time in its sole discretion and
for any reason; provided, however, that a person who has been a Member for a
period of five (5) or more years may not be removed from the Plan.
Notwithstanding the foregoing, a member whose employment is terminated for
Cause shall be removed from the Plan and immediately shall forfeit all rights
and entitlements under the Plan.  For purposes of this provision, a person who
has been at any time a Member of the MNC Financial, Inc. Supplemental Early
Retirement Plan shall have those years of membership counted towards the five
years used in determining whether a Member may be removed.

         3.02      If a Retired Member is eligible to receive benefits under
this Plan, such benefits shall terminate in their entirety and the Retired
Member shall no longer be eligible to receive any benefits under the Plan if:

                   (a)       the Retired Member engages in Competition with the
Employer unless (i) the Member has received written consent to engage in
Competition from the Board of Directors, (ii) the Member's employment was
terminated without Cause after a Change of Control, or (iii) the Member
terminated employment for Good Reason after a Change of Control;

                   (b)       at any time following the Member's termination of
employment, the Retired Member is convicted of a felony or for any lesser crime
or offense than a felony involving the property of an Employer, provided that
such lesser crime or offense causes demonstrable and serious injury to the
Employer, monetarily or otherwise.

         3.03      The payment of benefits to the Member or his Beneficiary
under this Plan is conditioned upon the continuous employment of the Member by
the Employer (including period of disability and authorized leaves of absence)
from the date of the Member's participation in the plan until the Member's
Retirement Date (not taking into account any delay in the Member's





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Retirement Date beyond his termination of employment pursuant to Section 4.02),
Disability or death, whichever first occurs.





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                                   ARTICLE IV

                           Monthly Retirement Income

         4.01      When a Member terminates his employment with the Employer
for any reason other than Cause, death or Disability, he shall be entitled to
receive a Monthly Retirement Income under this Plan, provided that a Member who
voluntarily terminates employment with the Corporation other than for Good
Reason without giving at least l2 months written notice of termination to the
Corporation shall not be entitled to receive any benefit under this Plan except
as otherwise determined by the Board of Directors.  The amount of a Member's
Monthly Retirement Income shall be a percentage of his Average Monthly
Earnings, determined in accordance with the applicable benefits schedule
attached hereto, reduced by the amounts set forth in Sections 4.01(a), 4.01(b)
and 4.01(c), below; provided, however, if within two (2) years beginning as of
the date of a Change of Control a Member ceases to perform services for the
Employer because his service with the Employer is terminated either (i) by the
Employer without Cause or (ii) by the Employee with Good Reason, the Member's
Attained Age Upon Termination, for purposes of determining the Member's Monthly
Retirement Income under the schedule contained in this Section 4.01, shall be
increased by the lesser of (i) three (3) years or (ii) the number of years (if
any) by which sixty (60) exceeds the Member's actual attained age at the time
he ceases to perform services for the Employer.  The applicable benefits
schedule shall be determined for each participant by the Board of Directors.
No participant in SERP I, SERP II or SERP III may receive any Monthly
Retirement Income benefit under this Section 4.01 if the participant's Attained
Age Upon Termination is less than 60, unless otherwise approved by the
Compensation Committee (other than a participant whose consent to the amendment
adding this requirement to the Plan is required, and who has not so consented).

                   (a)       One hundred percent (100%) of his Primary Social
Security benefit payable for his age on the Retirement Date, but no less than
age sixty-two (62), under the Social





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<PAGE>   13
Security law in effect on his Retirement Date, but said reduction shall not
begin until the Member attains age sixty-two (62).

                   (b)       One hundred percent (100%) of his monthly income
calculated in the form of a straight life annuity under the Qualified Plan as
of his Retirement Date.

                   (c)       One hundred percent (100%) of benefits received
from the qualified pension plans of any previous employers.  Such amounts shall
be actuarially determined as a life annuity payable in equal monthly
installments, regardless of the actual form of payment.

         4.02      The basic form of Monthly Retirement Income (to which the
formula indicated in Section 4.01 applies) shall be a monthly income commencing
on the later of the Member's attainment of age sixty (60) or the Member's
Retirement Date and shall continue for his life; provided, however, if the
Member's actual age at the time he terminates employment is less than the
Attained Age Upon Termination used for purposes of calculating his Monthly
Retirement Income pursuant to the first paragraph of Section 4.01, his
Retirement Date shall not occur until he has attained the age used to calculate
his Monthly Retirement Income.





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<PAGE>   14
                                   ARTICLE V

                                 Death Benefits

         5.01      In the event of the death of a Member (other than a Retired
Member or a Disabled Member), the Member's Beneficiary shall be entitled to
receive a Death Benefit in the form of a Monthly Retirement Income.  The Death
Benefit shall be equal to one hundred percent (l00%) of the Member's Average
Monthly Earnings for the first ten years and fifty percent (50%) of the
Member's Average Monthly Earnings thereafter, if applicable.  The Death Benefit
shall be payable monthly to the Member's Beneficiary for one hundred twenty
(l20) consecutive months or until the Member would have attained age sixty
(60), whichever is longer, commencing on the first day of the month subsequent
to the Member's death; provided, however, that if the Beneficiary is the
Member's surviving spouse, then after the expiration of the benefit provided
above, the Beneficiary shall be entitled to receive a Monthly Retirement Income
payable for life equal to 50% of the Member's Average Monthly Earnings.

         5.02      In the event of the death of a Retired Member or a Disabled
Member who is receiving a Monthly Retirement Income under this Plan, benefits
shall continue to be paid to the Member's surviving spouse on the same payment
schedule and in an amount equal to one hundred percent (l00%) of the Monthly
Retirement Income Benefit until the tenth anniversary of the Member's
retirement or Disability and thereafter equal to fifty percent (50%) of the
Monthly Retirement Income Benefit that would have been payable to the Member
while he was living had there been no reductions pursuant to Sections 4.0l(a),
4.0l(b) and 4.0l(c) hereof; provided, however, that the monthly Retirement
Income benefit payable to the Member as determined by Section 4.0l above, shall
be reduced by:

                   (a)       One hundred percent (l00%) of the Social Security
survivor income monthly benefit payable to the Member's surviving spouse (not
including benefits for minor children), and





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<PAGE>   15
                   (b)       One hundred percent (l00%) of the monthly income
payable to the Member's surviving spouse under the standard joint and survivor
annuity benefit from the Qualified Plan.  Such an amount shall be offset
without regard to whether the Member elected the standard joint and survivor
annuity benefit as his form of payment for benefits from the Qualified Plan.

                   Benefits payable under Section 5.02 shall be paid for the
life of the surviving spouse.





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<PAGE>   16
                                   ARTICLE VI

                              Disability Benefits

         6.01      If a Member is determined to be Disabled, the Disabled
Member shall be entitled to receive a Monthly Retirement Income for his life
equal, until age 65, to l00% of the Member's Average Monthly Earnings and,
thereafter, to 80% of the Member's Average Monthly Earnings, reduced by
Sections 6.0l(a), 6.0l(b), 6.0l(c), 6.0l(d) and 6.01(e).

                   (a)       Until the Disabled Member attains age sixty-five
(65), one hundred percent (100%) of his monthly Long-Term Disability Benefit,
as defined below, said reduction shall occur even if the Member does not
actually purchase said benefit.  The Long-Term Disability Benefit shall be the
total of the benefit under the Employer's Long-Term Disability Plan and Social
Security Act disability payments.

                   (b)       One hundred percent of any disability benefits
actually received by the Disabled Member pursuant to any disability income
policy or plan under which the Disabled Member is insured if obtained and
maintained by the Corporation and for which the Corporation pays all premiums.

                   (c)       Then, upon the later of the Disabled Member
attaining age sixty-five (65) or when Long-Term Disability Benefits paid to the
Disabled Member cease (or would have ceased, as the case may be), one hundred
percent (100%) of the primary Social Security Benefits payable to the Member
under the Social Security law in effect at the time benefits cease (or would
have ceased, as the case may be).  This offset shall occur without regard to
whether the Member actually receives said benefits.

                   (d)       One hundred percent (100%) of his monthly income
calculated in the form of a straight life annuity under the Qualified Plan as
of his Disability Retirement Date to the extent benefits are actually received.





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                   (e)       One hundred percent (100%) of benefits received
from the qualified pension plans of any previous employers.  Such amounts shall
be actuarially determined as a life annuity payable in  equal monthly
installments, regardless of the actual form of payment.





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<PAGE>   18
                                  ARTICLE VII

                              Plan Administration

         7.01      The Board of Directors shall appoint a Committee to
administer the Plan and keep records of individual Member benefits.

         7.02      The Committee shall have the authority to interpret the
Plan, to adopt and review rules relating to the Plan and to make any other
determination for the administration of the Plan, subject to the terms of the
Plan.

         7.03      The Committee may employ such counsel, accountants,
actuaries and other agents as it shall deem advisable.  The Employer shall pay
the fees and costs of such counsel, accountants, actuaries and other agents and
any other expenses incurred by the Committee in the administration of the Plan.





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                                  ARTICLE VIII

                      Named Fiduciary and Claims Procedure

         8.01      The Named Fiduciary of the Plan for purposes of the claims
procedure is the Committee.

                   (a)       The business address and telephone number of the
Named Fiduciary is:

                             The Pension and 401(K) Plan Committee
                             c/o Mr. John W. Scheflen
                             MBNA America Bank, N.A.
                             Wilmington, Delaware  19884-0616
                             Telephone:  (302) 432-1100_

                   (b)       The Employer shall have the right to change the
Named Fiduciary of the Plan.  The Employer shall give the Members written
notice of any change of the Named Fiduciary or any change in the address and
telephone number of the Named Fiduciary.

         8.02      Benefits shall be paid in accordance with the provisions of
this Plan.  The Member, his Beneficiary or Contingent Beneficiary (hereinafter
collectively referred to as the "Claimant") shall make a written request for
the benefits provided under this Plan.  This written claim shall be mailed or
delivered to the Named Fiduciary by registered mail.

         8.03      If the claim is denied, either totally or partially, notice
of the decision shall be sent by registered mail to the Claimant within a
reasonable time period.  This time period shall not exceed ninety (90) days
after the receipt of the claim by the Named Fiduciary.  The notice shall set
forth the following information:

                   (a)       The specific reasons for the denial,

                   (b)       the specific reference to pertinent Plan visions
on which the denial is based,

                   (c)       a description of any additional material or
information necessary for the Claimant to perfect the claim and an explanation
of why such material or information is necessary, and





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<PAGE>   20
                   (d)       appropriate information and explanation of the
claims procedure under this Plan to permit the Claimant to submit his claim for
review.

         8.04      The claims procedure under this Plan shall allow the
Claimant a reasonable opportunity to appeal a denied claim and to get a full
and fair review of that decision from the Board of Directors.

                   (a)       The Claimant shall exercise his right of appeal by
submitting a written request for a review of the denied claim to the Named
Fiduciary.  This written request for review must be submitted to the Named
Fiduciary within sixty (60) days after receipt by the Claimant of the written
notice of denial.

                   (b)       The Claimant shall the following rights under this
appeal procedure:

                             (1)       to request a review by the Committee
                                       upon written application to the Named
                                       Fiduciary,

                             (2)       to review pertinent documents with
                                       regard to the Plan,

                             (3)       to submit issues and comments in
writing,

                             (4)       to request an extension of time to make
a written submission of issues and comments, and

                             (5)       to request that a hearing be held before
the Board of Directors to consider Claimant's Appeal.

         8.05      The decision on the review of the denied claim shall
promptly be provided by the Committee --

                   (a)       within forty-five (45) days after the receipt of
the request for review if no hearing is held, or

                   (b)       within ninety (90) days after the receipt of the
request for review if an extension of time is necessary in order to hold a
hearing.

                             (1)       If an extension of time is necessary in
order to hold a hearing, the Committee shall give the Claimant written notice
of the extension of time.  This notice shall be given prior to any extension.





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<PAGE>   21
                             (2)       The written notice of extension shall
indicate that an extension of time will occur in order to hold a hearing on
Claimant's appeal.  The notice shall also specify the place, date and time of
that hearing and the Claimant's opportunity to participate in the hearing.  It
may also include any other information the Committee believes may be important
or useful to the Claimant in connection with the appeal.

         8.06      The decision to hold a hearing to consider the Claimant's
appeal of the denied claim shall be within the sole discretion of the
Committee, whether or not the Claimant requests such a hearing.

         8.07      The Committee's decision on review shall be made in writing
and provided to the Claimant within the specified time periods.  This written
decision on review shall contain the following information:

                   (a)       the decision(s)
 
                   (b)       the reasons for the decision(s) and

                   (c)       specific references to the provisions of the Plan
on which the decision(s) is/are based.

All of this information shall be written in a manner calculated to be
understood by the Claimant.





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<PAGE>   22
                                   ARTICLE IX

                                 Miscellaneous

         9.01      Nothing contained in this Plan shall be deemed to give any
Member or employee the right to be retained in the service of the Employer or
to interfere with the right of the Employer to discharge any Member or employee
at any time regardless of the effect which such discharge shall have upon him
as a Member of the Plan.

         9.02      The rights of the Member, the Beneficiary of the Member, or
any other person claiming through the Member under this Plan, shall be solely
those of an unsecured general creditor of the Employer.

         9.03      The Plan does not involve a reduction in salary for the
Member or the foregoing of an increase in future salary by the Member.

         9.04      A Retired Member shall not be considered an employee for any
purposes under the law.

         9.05      If no Beneficiary or Contingent Beneficiary has been
designated or survives a Member, any amounts to be paid to the Member's
Beneficiary shall be paid to the Member's surviving spouse, or if there is no
surviving spouse, then in equal proportions to the Member's surviving children.
If the Member is not survived by a spouse or children, then such amounts shall
be paid to the estate of the Member.

         9.06      Except insofar as this provision may be contrary to
applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Plan shall be valid
or recognized by the Committee.

         9.07      The Employer reserves the right at any time and from time to
time, by action of its Board of Directors to terminate, modify or amend, in
whole or in part, any or all of the provisions of the Plan, including
specifically the right to make any such amendments effective retroactively,
provided that no such action shall (i) reduce the benefits of any Disabled or
Retired Member or his Beneficiary or Contingent Beneficiary or (ii) adversely
affect any Member who





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<PAGE>   23
has been a Member for a period of five (5) or more years. In addition, the
Employer may amend or modify any provision of this Plan as to any particular
Member by Agreement with such Member, provided that such Agreement is in
writing, is executed by both the Employer and the Member, and is filed with the
Plan records.  The provisions of any amendment or modification made by
Agreement between a Member and the Employer shall apply only to the Member so
agreeing and no other.

         9.08      The Employer shall not merge into, be acquired by, or
consolidate with any other Employer unless and until such other Employer agrees
to assume all rights and obligations set forth in this Plan.

         9.09      A Member shall have the right to change his designated
Beneficiary or Contingent Beneficiary by notifying the Committee of such in
writing.  Such change shall become effective upon written acknowledgment of
same by the Committee.  Any payments made by the Employer to a Beneficiary or
Contingent Beneficiary in good faith and under the terms of the Plan shall
fully discharge the Employer from all further obligations with respect to such
payments.

         9.10      This Plan shall be binding upon and inure to the benefit of
the Employer, its successors and assigns and each Member and his heirs,
executors, administrators and legal representatives.

         9.11      This Plan shall be governed by the laws of Maryland without
regard to the principles of conflict of laws.

         9.12      Any benefits that are paid under this Plan shall be subject
to any applicable payroll or other taxes required to be withheld by law.

         9.13      Any words herein used in the masculine shall be read and
construed in the feminine where they would so apply.  Words in the singular
shall be read and construed as though used in the plural in all cases where
they would so apply.





                                       22
<PAGE>   24
                               BENEFITS SCHEDULES

                                     SERP I
<TABLE>
<CAPTION>
                     Attained Age Upon

                       Termination                                                                      Percentage
                   -----------------------                                                              ----------
                   <S>                 <C>                                                                 <C>
                   Less than           50                                                                    0%
                                       50                                                                   30%
                                       51                                                                   35%
                                       52                                                                   40%
                                       53                                                                   45%
                                       54                                                                   50%
                                       55                                                                   55%
                                       56                                                                   60%
                                       57                                                                   65%
                                       58                                                                   70%
                                       59                                                                   75%
                                       60                                                                   80%
                                       61                                                                   80%
                                       62                                                                   80%
                                       63                                                                   80%
                                       64                                                                   80%
                                       65                                                                   80%
                   More than           65                                                                   80%
</TABLE>


                   The annual salary of a Member for purposes of determining
the Member's retirement benefits under SERP I (but not disability or survivor
benefits) shall not exceed $2,000,000, except as otherwise provided by the
Board of Directors.  This limitation will be reviewed periodically by the Board
of Directors.





                                       23
<PAGE>   25
                               BENEFITS SCHEDULES

                                    SERP II

<TABLE>
<CAPTION>
                     Attained Age Upon

                        Termination                                                                     Percentage
                   -----------------------                                                              ----------
                   <S>                 <C>                                                                 <C>
                   Less than           55                                                                    0%
                                       55                                                                   30%
                                       56                                                                   36%
                                       57                                                                   42%
                                       58                                                                   48%
                                       59                                                                   54%
                                       60                                                                   60%
                                       61                                                                   64%
                                       62                                                                   68%
                                       63                                                                   72%
                                       64                                                                   76%
                                       65                                                                   80%
                   More than           65                                                                   80%
</TABLE>

                   The annual salary of a Member for purposes of determining
the Member's benefits under SERP II, including retirement, disability and
survivor benefits, shall not exceed $600,000.  This limitation will be reviewed
periodically by the Board of Directors.





                                       24
<PAGE>   26
                               BENEFITS SCHEDULES

                                    SERP III

<TABLE>
<CAPTION>
                     Attained Age Upon

                        Termination                                                                     Percentage
                   -----------------------                                                              ----------
                   <S>                 <C>                                                                 <C>
                   Less than           55                                                                    0%
                                       55                                                                   20%
                                       56                                                                   24%
                                       57                                                                   28%
                                       58                                                                   32%
                                       59                                                                   36%
                                       60                                                                   40%
                                       61                                                                   44%
                                       62                                                                   48%
                                       63                                                                   52%
                                       64                                                                   56%
                                       65                                                                   60%
                   More than           65                                                                   60%
</TABLE>

The annual salary of a Member for purposes of determining the Member's benefits
under SERP III, including retirement, disability and survivor benefits, shall
not exceed $300,000. This limitation will be reviewed periodically by the Board
of Directors.





                                       25