<PAGE>   1
                                                        2/96 Performance Options


                                MBNA CORPORATION
                             STOCK OPTION AGREEMENT

    THIS AGREEMENT made this 3rd day of April 1996, by and between MBNA
    Corporation, a Maryland corporation (the "Company"), and [name] ("Grantee").
    The parties hereto agree as follows:

    1.       Grant of Stock Option. The Company confirms its grant on February
             29, 1996 (the "Grant Date"), to the Grantee of non-qualified stock
             options to purchase up to [shares] shares of the Company's Common
             Stock pursuant to the Company's 1991 Long Term Incentive Plan (the
             "Plan").

    2.       Exercise Price. The exercise price per share shall be $28.25.

    3.       Term of Option. The options granted hereunder shall terminate on
             the earlier of February 28, 2006, or the date determined in
             accordance with the Plan.

    4.       Exercise. The options will become exercisable to the extent set
             forth below when the Company achieves both the net income and stock
             price objectives set forth below.

<TABLE>
<CAPTION>
             Net Income            Stock Price       Percent Exercisable
             ----------            -----------       -------------------
             <C>                   <C>               <C>
             $600 million          $36               25%
             $750 million          $45               35% additional
             $900 million          $55               40% additional
</TABLE>

             Net income for purposes of the grants means consolidated net income
             of the Company for a fiscal year before preferred stock dividends,
             extraordinary items and the cumulative effect of accounting
             changes. The Compensation Committee may adjust the net income
             objectives for changes in federal or applicable state income taxes.

             The share price objective will be met only if the closing price of
             the shares of the Company's Common Stock of the New York Stock
             Exchange equals or exceeds the objective for at least 20 trading
             days in any consecutive 30 day trading period following attainment
             of the applicable net income objective. The Compensation Committee
             may adjust the share price objectives for stock splits or
             combinations, stock dividends and similar events.

             If required to ensure that the Company may deduct for federal
             income tax purposes the gain to the holder on exercise of the
             options, no installment of the options may be exercised until the
             Compensation Committee has certified that the applicable objectives
             have been met for that installment.

             If these conditions are not satisfied, the options shall become
             exercisable on the 27th day of February 2006, and shall expire if
             not exercised on that date.

             The options will vest even if the net income and stock price
             objectives are not met, in the event of a change in control as
             defined in the Plan. In addition, the options will become
             immediately exercisable in the event of the death, disability or
             retirement of the holder.
<PAGE>   2
                                                        2/96 Performance Options

             The options may be exercised, in whole or in part, by delivering
             written notice to the Company specifying the number of shares for
             which the options are being exercised. The exercised price will be
             paid in cash.

    5.       Option Subject to Plan and Laws. The options are subject to the
             Plan and any applicable federal or state laws, rules, or
             regulations.

    6.       Entire Agreement; Modification. This Agreement and the Plan contain
             the entire agreement between the parties with respect to the
             subject matter contained herein and may not be modified except as
             provided in the Plan or in a written document signed by each of the
             parties hereto.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
    first above written.

                                MBNA CORPORATION

                                            BY:     ______________________


                                                    ______________________      
                                                    [name]
<PAGE>   3
                                           7/96 Immediately Exercisible Options


                                MBNA CORPORATION
                             STOCK OPTION AGREEMENT

    THIS AGREEMENT made this 5th day of August, 1996, by and between MBNA
    Corporation, a Maryland corporation (the "Company"), and [Name] ("Grantee").
    The parties hereto agree as follows:

    1.       Grant of Stock Option. The Company confirms its grant on July 30,
             1996 (the "Grant Date"), to the Grantee of options to purchase up
             to [amount] shares of the Company's Common Stock pursuant to the
             Company's 1991 Long Term Incentive Plan (the "Plan"). The options
             granted hereunder shall be incentive stock options to the extent
             permitted by law. The remainder of the options shall be
             non-qualified stock options.

    2.       Exercise Price. The exercise price per share shall be $27.50.

    3.       Term of Option. The options granted hereunder shall terminate on
             the earlier of July 29, 2006, or the date determined in accordance
             with the Plan.

    4.       Exercise. The options may be exercised at any time and from time to
             time, in whole or in part, by delivering written notice to the
             Company specifying the number of shares for which the options are
             being exercised.

    5.       Option Subject to Plan and Laws. The options are subject to the
             Plan and any applicable federal or state laws, rules, or
             regulations. The Grantee agrees that these options are subject to
             the Plan as currently in effect, including all amendments.

    6.       Entire Agreement; Modification. This Agreement and the Plan contain
             the entire agreement between the parties with respect to the
             subject matter contained herein and may not be modified except as
             provided in the Plan or in a written document signed by each of the
             parties hereto.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
    first above written.


                                            MBNA CORPORATION

                                            BY:       ______________________

                                                      ______________________
                                                      [Name]
<PAGE>   4
                                                        7/96 Performance Options


                                MBNA CORPORATION
                             STOCK OPTION AGREEMENT

    THIS AGREEMENT made this 5th day of August 1996, by and between MBNA
    Corporation, a Maryland corporation (the "Company"), and [name] ("Grantee").
    The parties hereto agree as follows:

    1.       Grant of Stock Option. The Company confirms its grant on July 30,
             1996 (the "Grant Date"), to the Grantee of non-qualified stock
             options to purchase up to [shares] shares of the Company's Common
             Stock pursuant to the Company's 1991 Long Term Incentive Plan (the
             "Plan").

    2.       Exercise Price. The exercise price per share shall be $27.50.

    3.       Term of Option. The options granted hereunder shall terminate on
             the earlier of July 30, 2006, or the date determined in accordance
             with the Plan.

    4.       Exercise. The options will become exercisable to the extent set
             forth below when the Company achieves both the net income and stock
             price objectives set forth below and the Compensation Committee
             certifies that the objectives have been achieved.

<TABLE>
<CAPTION>
             Net Income            Stock Price       Percent Exercisable
             ----------            -----------       -------------------
             <C>                   <C>               <C>
             $700 million          $43               20%
             $850 million          $52               30% additional
             $1,000million         $60               50% additional
</TABLE>


             Net income for purposes of the grants means consolidated net income
             of the Company for a fiscal year before extraordinary items and the
             cumulative effect of accounting changes. The Compensation Committee
             may adjust the net income objectives for changes in federal or
             applicable state income taxes.

             The share price objective will be met only if the closing price of
             the shares of the Company's Common Stock of the New York Stock
             Exchange equals or exceeds the objective for at least 20 trading
             days in any consecutive 30 day trading period following attainment
             of the applicable net income objective. The Compensation Committee
             may adjust the share price objectives for stock splits or
             combinations, stock dividends and similar events.

             If required to ensure that the Company may deduct for federal
             income tax purposes the gain to the holder on exercise of the
             options, no installment of the options may be exercised until the
             Compensation Committee has certified that the applicable objectives
             have been met for that installment.

             If these conditions are not satisfied, the options shall become
             exercisable on the 29th day of July 2006, and shall expire if not
             exercised on that date.
<PAGE>   5
                                                        7/96 Performance Options

             The Committee may accelerate vesting of the options, even if the
             net income and stock price objectives are not met, in the event of
             a change in control as defined in the Plan. In addition, the
             options will become immediately exercisable in the event of the
             death, disability or retirement of the holder.

             The options may be exercised, in whole or in part, by delivering
             written notice to the Company specifying the number of shares for
             which the options are being exercised. The exercised price will be
             paid in cash.

    5.       Option Subject to Plan and Laws. The options are subject to the
             Plan and any applicable federal or state laws, rules, or
             regulations.

    6.       Entire Agreement; Modification. This Agreement and the Plan contain
             the entire agreement between the parties with respect to the
             subject matter contained herein and may not be modified except as
             provided in the Plan or in a written document signed by each of the
             parties hereto.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
    first above written.

                                    MBNA CORPORATION

                                            BY:     ______________________


                                                    ______________________
                                                    [name]