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                                MBNA CORPORATION


                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

               (As Amended through November 12, 1996 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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                                   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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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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                                    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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                  (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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                                   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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                                   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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                  (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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                           (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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                                   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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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

    Attained Age Upon

    Termination                                                    Percentage
    -----------------                                              ----------

    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%



                  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 $1,250,000, 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


Attained Age Upon

   Termination                                                Percentage
----------------                                              ----------


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%



                  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


Attained Age Upon

   Termination                                                Percentage
-----------------                                             ----------

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%


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