MBNA AMERICA BANK NATIONAL ASSOCIATION
424B5, 2000-11-08
ASSET-BACKED SECURITIES
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<PAGE>


           Prospectus Supplement to Prospectus Dated November 6, 2000

                        MBNA Master Credit Card Trust II
                                     Issuer

                    MBNA America Bank, National Association
                              Seller and Servicer

                                 SERIES 2000-K

              $693,750,000 Floating Rate Asset Backed Certificates


                  The trust will issue--

 Consider
 carefully
 the risk
 factors                         Class A certificates Class B certificates
 beginning on                    -------------------- --------------------
 page 10 in
 the           Principal amount  $637,500,000         $56,250,000
 prospectus.   Certificate rate  Three-Month LIBOR    Three-Month LIBOR
                                 plus 0.11% annually  plus 0.375% annually
 A             Interest paid     Quarterly            Quarterly
 certificate   First interest
 is not a       payment date     January 16, 2001     January 16, 2001
 deposit and   Scheduled
 neither the    principal
 certificates   payment date     October 17, 2005     October 17, 2005
 nor the       Legal final       March 17, 2008       March 17, 2008
 underlying     maturity
 accounts or
 receivables  Credit enhancement--
 are insured
 or           The Class B certificates are subordinated to the Class A
 guaranteed   certificates. Subordination of the Class B certificates
 by the       provides credit enhancement for the Class A certificates.
 Federal
 Deposit      The trust is also issuing a collateral interest in the amount
 Insurance    of $56,250,000 that is subordinated to the Class A
 Corporation  certificates and the Class B certificates. Subordination of
 or any other the collateral interest provides credit enhancement for both
 governmental the Class A certificates and the Class B certificates.
 agency.

 The
 certificates
 will
 represent
 interests in
 the trust
 only and
 will not
 represent
 interests in
 or
 obligations
 of MBNA or
 any MBNA
 affiliate.

 This prospectus
 supplement may
 be used to offer
 and sell the
 certificates only
 if accompanied by
 the prospectus.


Neither the SEC nor any state securities commission has approved the
certificates or determined that this prospectus supplement or the accompanying
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

                    Underwriters of the Class A certificates


Chase Securities Inc.                                          J.P. Morgan & Co.

          Banc of America Securities LLC
                  Banc One Capital Markets, Inc.
                          Credit Suisse First Boston
                                   Deutsche Banc Alex. Brown
                                                                 Lehman Brothers

                    Underwriters of the Class B certificates

Chase Securities Inc.                                          J.P. Morgan & Co.

                                November 7, 2000

<PAGE>

 Important Notice about Information Presented in this Prospectus Supplement and
                          the Accompanying Prospectus

  We provide information to you about the certificates in two separate
documents: (a) the accompanying prospectus, which provides general information,
some of which may not apply to your series of certificates and (b) this
prospectus supplement, which describes the specific terms of your series of
certificates.

  If the terms of your series of certificates vary between this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement.

  We include cross-references in this prospectus supplement and the
accompanying prospectus to captions in these materials where you can find
further related discussions. The following Table of Contents and the Table of
Contents included in the accompanying prospectus provide the pages on which
these captions are located.

  Parts of this prospectus supplement and the accompanying prospectus use
defined terms. You can find a listing of the pages where definitions can be
found under the caption "Index of Terms for Prospectus Supplement" beginning on
page S-46 in this document and under the caption "Index of Terms for
Prospectus" on page 59 in the accompanying prospectus.

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

                                      S-2
<PAGE>

                               Table of Contents
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Summary of Terms...........................................................  S-4
 Offered Securities........................................................  S-4
  Interest Payments........................................................  S-4
  Principal Payments.......................................................  S-5
 The Collateral Interest...................................................  S-5
 Credit Enhancement........................................................  S-5
 Other Interests in the Trust..............................................  S-5
  Other Series of Certificates.............................................  S-5
  The Seller Interest......................................................  S-6
 Information about the Receivables.........................................  S-6
 Allocations and Payments to You and Your Series...........................  S-6
  Allocations of Collections of Finance Charge Receivables.................  S-7
  Allocations of Collections of Principal Receivables......................  S-8
  Revolving Period.........................................................  S-9
  Controlled Accumulation Period...........................................  S-9
  Rapid Amortization Period................................................ S-10
  Pay Out Events........................................................... S-10
 Shared Principal Collections.............................................. S-10
 Denominations............................................................. S-11
 Registration, Clearance and Settlement.................................... S-11
 Tax Status................................................................ S-11
 ERISA Considerations...................................................... S-11
 Certificate Ratings....................................................... S-11
 Exchange Listing.......................................................... S-11
MBNA's Credit Card Portfolio............................................... S-12
 Billing and Payments...................................................... S-12
 Delinquencies and Collection Efforts...................................... S-12
 The Bank Portfolio........................................................ S-13
  Delinquency and Gross Charge-Off Experience.............................. S-13
  Revenue Experience....................................................... S-14
  Interchange.............................................................. S-15
  Payment Rates............................................................ S-16
</TABLE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
The Trust Portfolio........................................................ S-16
Maturity Considerations.................................................... S-20
 Controlled Accumulation Period............................................ S-20
 Rapid Amortization Period................................................. S-20
MBNA and MBNA Corporation.................................................. S-21
Description of Series Provisions........................................... S-22
 Interest Payments......................................................... S-22
 Principal Payments........................................................ S-24
 Postponement of Controlled Accumulation Period............................ S-25
 Subordination............................................................. S-26
 Allocation Percentages.................................................... S-26
 Reallocation of Cash Flows................................................ S-30
 Application of Collections................................................ S-32
 Shared Principal Collections.............................................. S-36
 Defaulted Receivables; Investor Charge-Offs............................... S-37
 Principal Funding Account................................................. S-39
 Interest Funding Account.................................................. S-39
 Reserve Account........................................................... S-39
 Pay Out Events............................................................ S-40
 Servicing Compensation and Payment of Expenses............................ S-42
 Amendments................................................................ S-43
ERISA Considerations....................................................... S-43
 General................................................................... S-43
 PTE 98-13................................................................. S-43
Underwriting............................................................... S-44
Index of Terms for Prospectus Supplement................................... S-46
Annex 1: Other Series Issued and Outstanding...............................  A-1
</TABLE>

                                      S-3
<PAGE>


                                Summary of Terms

 . This summary highlights selected information from this document and does not
  contain all of the information that you need to consider in making your
  investment decision. To understand all of the terms of the offering of the
  certificates, read carefully this entire document and the accompanying
  prospectus.

 . This summary provides an overview of certain calculations, cash flows and
  other information to aid your understanding and is qualified by the full
  description of these calculations, cash flows and other information in this
  prospectus supplement and the accompanying prospectus.

Offered Securities

MBNA Master Credit Card Trust II is offering the Class A certificates and the
Class B certificates as part of Series 2000-K. The Class A certificates and the
Class B certificates represent an interest in the assets of the trust.

The Class B certificates are subordinated to the Class A certificates.

 Interest Payments

The Class A certificates will accrue interest for each interest period at an
annual rate equal to LIBOR plus 0.11%.

The Class B certificates will accrue interest for each interest period at an
annual rate equal to LIBOR plus 0.375%.

Interest accrued during each interest period will be due on each interest
payment date. Any interest due but not paid on an interest payment date will be
payable on the next interest payment date together with additional interest at
the applicable certificate rate plus 2% per annum.

 . An interest payment date is the 15th day of each January, April, July and
  October, or if that day is not a business day, the next business day
  (however, during the rapid amortization period, each distribution date is an
  interest payment date). The first interest payment date is January 16, 2001.

 . A distribution date is the 15th day of each month, or if that day is not a
  business day, the next business day. The first distribution date is January
  16, 2001.

 . Each interest period begins on and includes a distribution date and ends on
  but excludes the next distribution date. However, the first interest period
  will begin on and include November 21, 2000, which is the closing date, and
  end on but exclude January 16, 2001, the first distribution date.

 . LIBOR is the rate for deposits in U.S. dollars for a three-month period (or,
  during the rapid amortization period, the rate for deposits in U.S. dollars
  for a one-month period) which appears on Telerate Page 3750 (or similar
  replacement page) as of 11:00 a.m., London time, on the related LIBOR
  determination date. In addition, see "Description of Series Provisions--
  Interest Payments" in this prospectus supplement for a discussion of the
  determination of LIBOR if that rate does not appear on Telerate Page 3750 (or
  similar replacement page).

 . LIBOR determination dates are:

 . November 17, 2000, for the period beginning on and including the closing
   date and ending on but excluding January 16, 2001;

 . January 11, 2001, for the period beginning on and including January 16,
   2001 and ending on but excluding April 16, 2001; and

 . for each interest period beginning on or after April 16, 2001, the second
   London business day prior to the later of (i) the most recent interest
   payment date preceding the first day of such interest period and (ii) the
   interest payment date occurring on the first day of such interest period.

                                      S-4
<PAGE>


The following time line shows the relevant dates for the first two interest
payment dates.

First Two Interest Payment Dates

       Closing                           Interest                      Interest
       Date                              Payment                       Payment
       (11/ /00)                         (1/16/01)                     (4/16/01)

LIBOR                            LIBOR                          LIBOR
Set                              Re set                         Re set
(11/ /00)                        (1/11/01)                      (4/11/01)

Other interest payment dates and LIBOR determination dates will follow
sequentially after the second interest payment date.

See "Description of Series Provisions--Interest Payments" in this prospectus
supplement for a discussion of the determination of amounts available to pay
interest and for the definition of business day and London business day.

You may obtain the certificate rates for the current and immediately preceding
interest periods by telephoning The Bank of New York, the trustee, at (212)
815-5731.

 Principal Payments

You are expected to receive payment of principal in full on October 17, 2005,
or, if that date is not a business day, the next business day, which is called
the scheduled payment date. However, principal could be paid earlier or later,
or in reduced amounts. No principal will be paid to the Class B
certificateholders until the Class A certificateholders are paid in full. For a
discussion of how amounts are allocated and the timing of principal payments,
see "Maturity Considerations" in this prospectus supplement and in the
accompanying prospectus and "Description of Series Provisions--Allocation
Percentages" in this prospectus supplement.

The final payment of principal and interest on the certificates will be made no
later than March 17, 2008, or, if that date is not a business day, the next
business day, which is called the Series 2000-K termination date.

See "Description of Series Provisions--Principal Payments" in this prospectus
supplement for a discussion of amounts available to pay principal.

The Collateral Interest

The trust is also issuing an interest in the assets of the trust that is
subordinated to the certificates, called the collateral interest. The
collateral interest initial amount is $56,250,000, representing 7.5% of the sum
of the initial aggregate principal amount of the certificates and the
collateral interest initial amount. As a subordinated interest, the collateral
interest is a form of credit enhancement for the certificates. The collateral
interest holder will have voting and certain other rights as if the collateral
interest were a subordinated class of certificates.

Credit Enhancement

Credit enhancement for your series is for your series' benefit only, and you
are not entitled to the benefits of any credit enhancement available to other
series.

Subordination of the Class B certificates provides credit enhancement for the
Class A certificates. Subordination of the collateral interest provides credit
enhancement for the Class A certificates and the Class B certificates. The
collateral interest amount and the interest of the Class B certificateholders
must be reduced to zero before the Class A certificateholders will suffer any
loss of principal. The collateral interest amount must be reduced to zero
before the Class B certificateholders will suffer any loss of principal. For a
description of the events which may lead to a reduction of Class A, Class B and
the collateral interest amount, see "Description of Series Provisions--
Reallocation of Cash Flows," "--Application of Collections" and "--Defaulted
Receivables; Investor Charge-Offs" in this prospectus supplement.

Other Interests in the Trust

 Other Series of Certificates

The trust has issued other series of certificates and expects to issue
additional series of certificates. When issued by the trust, the certificates
of each of those series also represent an interest in the assets of the trust.
You can review a summary of each series previously issued and currently
outstanding under the caption "Annex I: Other Series Issued and

                                      S-5

<PAGE>

Outstanding" included at the end of this prospectus supplement. The trust may
issue additional series with terms that may be different from any other series
without prior review or consent by any certificateholders.

 The Seller Interest

MBNA will own the seller interest, which represents the remaining interest in
the assets of the trust not represented by the certificates, the collateral
interest and the other interests issued by the trust. The seller interest does
not provide credit enhancement for your series or any other series.

Information about the Receivables


The trust assets include receivables from certain MasterCard(R) and VISA(R)*
revolving credit card accounts selected from MBNA's credit card account
portfolio.


The receivables consist of both principal receivables and finance charge
receivables.


Principal receivables are, generally, (a) amounts charged by cardholders for
goods and services and (b) cash advances.


Finance charge receivables are (a) the related finance charges and credit card
fees and (b) for your series, certain amounts of fees, called interchange,
collected through MasterCard and VISA and annual membership fees collected from
cardholders.


MBNA, as servicer, will collect payments on the receivables in the trust and
will deposit those collections in a collection account. The servicer will keep
track of those collections that are finance charge receivables and those
collections that are principal receivables.


Allocations and Payments to You and Your Series

Each month, the servicer will allocate collections and the amount of
receivables that are not collected and are written off as uncollectible, called
the default amount, among:

 . your series, based on the size of your series's interest in the trust
  (initially $750,000,000) called the investor interest;

 . other outstanding series, based on the size of their respective interests in
  the trust; and

 . MBNA, based on the size of the seller interest.

The trust assets allocated to your series will be allocated to the following,
based on varying percentages:

 . holders of the Class A certificates, based on the portion of the investor
  interest represented by the Class A certificates (initially $637,500,000)
  called the Class A investor interest;

 . holders of the Class B certificates, based on the portion of the investor
  interest represented by the Class B certificates (initially $56,250,000)
  called the Class B investor interest; and

 . the holder of the collateral interest, based on the portion of the investor
  interest represented by the collateral interest (initially $56,250,000)
  called the collateral interest amount.

See the following chart and "Description of Series Provisions--Allocation
Percentages" in this prospectus supplement.

The following chart illustrates the trust's general allocation structure only
and does not reflect the relative percentages of collections or other amounts
allocated to the seller interest, to any series, including your series, or to
holders of the Class A certificates, the Class B certificates or the collateral
interest.

                          Allocation Of Trust Assets
                                 ------------
                                 Trust Assets
                                 ------------
                  -----------------------------------------
        -------------           -------------           -------------
            Other                    Your                  Seller
            Series                  Series                Interest
        -------------           -------------           -------------
                  -----------------------------------------
        -------------           -------------           -------------
           Class A                 Class B                Collateral
        Certificates             Certificates            Certificates
        -------------           -------------           -------------

--------
*  MasterCard(R) and VISA(R) are federally registered servicemarks of
   MasterCard International Inc. and Visa U.S.A., Inc., respectively.

                                      S-6
<PAGE>

You are entitled to receive payments of interest and principal based upon
allocations to your series. The investor interest, which is the basis for
allocations to your series, is the sum of (a) the Class A investor interest,
(b) the Class B investor interest and (c) the collateral interest amount. The
Class A investor interest, the Class B investor interest and the collateral
interest amount will initially equal the outstanding principal amount of the
Class A certificates, the Class B certificates and the collateral interest. The
investor interest will decline as a result of principal payments and may
decline due to the writing off of charged-off receivables or other reasons. If
your investor interest declines, amounts allocated and available for payment to
your series and to you will be reduced. For a description of the events which
may lead to these reductions, see "Description of Series Provisions--
Reallocation of Cash Flows" in this prospectus supplement.

 Allocations of Collections of Finance Charge  Receivables

The chart on the following page demonstrates the manner in which collections of
finance charge receivables are allocated and applied to your series. The chart
is a simplified demonstration of certain allocation and payment provisions and
is qualified by the full description of these provisions in this prospectus
supplement and the accompanying prospectus.

Step 1: Collections of finance charge receivables for your series are
 allocated, based on varying percentages, among the Class A investor interest,
 the Class B investor interest and the collateral interest amount.

Step 2: Collections of finance charge receivables allocated to the Class A
 investor interest are applied to cover, in the following priority: the
 interest payment due to Class A, Class A's portion of the servicing fee due to
 the servicer and Class A's portion of the default amount.

 Collections of finance charge receivables allocated to the Class B investor
 interest are applied to cover, in the following priority: the interest
 payment due to Class B and Class B's portion of the servicing fee due to the
 servicer.

 Collections of finance charge receivables allocated to the collateral
 interest amount are applied, under certain circumstances, to cover the
 collateral interest's portion of the servicing fee due to the servicer.

 Remaining collections of finance charge receivables allocated to the Class B
 investor interest and the collateral interest amount are applied in Step 3
 because of their subordinated status.

Step 3: Collections of finance charge receivables allocated to your series and
 not used in Step 2 are treated as excess spread and applied, in the following
 priority, to cover:

 . the interest payment due to Class A, Class A's portion of the servicing fee
   due to the servicer and Class A's portion of the default amount, each to
   the extent not covered in Step 2;

 . reimbursement of certain reductions of the Class A investor interest;

 . the interest payment due to Class B and Class B's portion of the servicing
   fee due to the servicer, each to the extent not covered in Step 2;

 . Class B's portion of the default amount;

 . reimbursement of certain reductions of the Class B investor interest;

 . the interest payment due to the collateral interest;

 . the collateral interest's portion of the servicing fee due to the servicer,
   to the extent not covered in Step 2;

 . the collateral interest's portion of the default amount;

 . reimbursement of certain reductions of the collateral interest amount; and

 . funding, if necessary, of a reserve account maintained to cover certain
   interest payment shortfalls, if any.

Remaining excess spread is then paid to the holder of the collateral interest.

See "Description of Series Provisions--Application of Collections" in this
prospectus supplement.


                                      S-7
<PAGE>





           Allocations of Collections of Finance Charge Receivables

                     ------------------------------------
                         Collections of Finance Charge
                     Receivables Allocated to Your Series
                     ------------------------------------

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


------         ----------------      ----------------      -------------------
Step 1         Class A Investor      Class B Investor      Collateral Interest
------            Interest              Interest                 Amount
               ----------------      ----------------      -------------------

------       --------------------  --------------------  ----------------------
Step 2       1. Class A Interest   1. Class B Interest   1. Collateral Interest
------          Payment               Payment               Servicing Fee
             2. Class A Servicing  2. Class B Servicing
                Fee                   Fee
             3. Class A Default
                Amount
             --------------------  --------------------  ----------------------

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

------                         -----------------
Step 3                           Excess Spread
------                         -----------------

                  -------------------------------------------
                   1. Class A Interest Payment
                   2. Class A Servicing Fee
                   3. Class A Default Amount
                   4. Reimburse Class A Investor Interest
                   5. Class B Interest Payment
                   6. Class B Servicing Fee
                   7. Class B Default Amount
                   8. Reimburse Class B Investor Interest
                   9. Apply Remaining Excess Spread to
                      Collateral Interest and Other Items as
                      Described Above in the Accompanying Text
                  ---------------------------------------------


 Allocations of Collections of Principal  Receivables

The chart on the following page demonstrates the manner in which collections
of principal receivables are allocated and applied to your series. The chart
is a simplified demonstration of certain allocation and payment provisions and
is qualified by the full descriptions of these provisions in this prospectus
supplement and the accompanying prospectus.

Step 1: Collections of principal receivables for your series are allocated,
 based on varying percentages, among the Class A investor interest, the Class
 B investor interest and the collateral interest amount.

Step 2: Collections of principal receivables allocated to the collateral
 interest amount and the Class B investor interest may be reallocated and made
 available to pay amounts due to the Class A investor interest that have not
 been paid by either the Class A's share of collections of finance charge
 receivables or excess spread. If required Class A amounts are satisfied, the
 collateral interest amount also provides the same type of protection to the
 Class B investor interest. Certain collections which are reallocated for
 Class A or Class B will not be made part of collections available to pay
 principal.

Step 3: Collections of principal receivables allocated to your series and not
 used in Step 2 above are combined with shared principal collections from
 other series, to the extent necessary and available, and treated as
 collections available to pay principal.

 Available investor principal collections may be paid, or accumulated and then
 paid, to you as payments of principal. The amount, priority and timing of
 your principal payments, if any, depend on whether your series is in the
 revolving period, the controlled accumulation period or the rapid
 amortization period, as described below.

 The Class A certificates will be paid in full before the Class B certificates
 and the collateral interest receive any payments of principal. The Class B

                                      S-8
<PAGE>

 certificates will be paid in full before the collateral interest receives any
 payments of principal.

 See "Maturity Considerations" and "Description of Series Provisions--
 Application of Collections" in this prospectus supplement.

Step 4: Collections of principal receivables allocated to your series and not
 used in Steps 2 and 3 above may be paid to other series, to the extent
 necessary, or to the holder of the seller interest.


              Allocations of Collections of Principal Receivables

                   ----------------------------------------
                     Collections of Principal Receivables
                           Allocated to Your Series
                   ----------------------------------------

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

------      ----------------    ----------------    -------------------
Step 1      Class A Investor    Class B Investor    Collateral Interest
------          Interest            Interest              Amount
            ----------------    ----------------    --------------------

------               -------------------------  ------------------------
Step 2               Reallocation for Class A,  Reallocation for Class A
------                        if any               & Class B, if any
                     -------------------------  ------------------------

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

------            ----------------------------  ----------------------------
Step 3            Available Investor Principal  Shared Principal Collections
------                    Collections                 from Other Series
                  ----------------------------  ----------------------------

                ----------------------------------------------
                   1. Class A Principal Payment
                   2. Class B Principal Payment
                   3. Collateral Interest Principal Payment
                ----------------------------------------------
------               --------------------------------
Step 4                 Shared Principal Collections
------                       to Other Series
                     --------------------------------


Revolving Period: Series 2000-K will have a period of time, called the
revolving period, when the trust will not pay, or accumulate, principal for
certificateholders or the holder of the collateral interest. In general, during
the revolving period the trust will pay available principal to other series or
the holder of the seller interest. See "Description of Series Provisions--
Principal Payments" and "-- Application of Collections" in this prospectus
supplement.

The revolving period starts on the closing date and ends on the earlier to
begin of:

 . the controlled accumulation period; or

 . the rapid amortization period.

Controlled Accumulation Period: During the period called the controlled
accumulation period,
each month the servicer will deposit a specified amount of principal
collections in an account, called the principal funding account, in order to
pay the certificates and the collateral interest in full on the scheduled
payment date.

Each month, the trust will pay principal not required to be deposited in the
principal funding account to other series or the holder of the seller interest.
Each month, if the amount actually deposited in the principal funding account
is less than the required deposit, the amount of this deficiency will be
carried forward as a shortfall and included in the next month's required
deposit.

See "Description of Series Provisions--Principal Payments" and "--Application
of Collections" in this prospectus supplement. For information about



                                      S-9
<PAGE>

the application of money on deposit in the principal funding account, including
any net investment earnings, see "Description of Series Provisions--Principal
Funding Account" in this prospectus supplement.

On the scheduled payment date, the trust will use the money on deposit in the
principal funding account to pay (a) the Class A investor interest, (b) if the
Class A investor interest is paid in full, the Class B investor interest and
(c) if the Class B investor interest is paid in full, the collateral interest
amount.

You should be aware that there may not be sufficient amounts available to pay
principal in full for the Class A investor interest, the Class B investor
interest and the collateral interest amount on the scheduled payment date. In
addition, if the money on deposit in the principal funding account is
insufficient to pay these amounts on the scheduled payment date or if a pay out
event occurs, the rapid amortization period will begin and the timing of your
principal payments could change. See "Maturity Considerations" in this
prospectus supplement and in the accompanying prospectus.

The controlled accumulation period is scheduled to begin at the close of
business on September 30, 2004, but in some cases may be delayed to no later
than the close of business on August 31, 2005. See "Description of Series
Provisions--Postponement of Controlled Accumulation Period" in this prospectus
supplement.

The controlled accumulation period will end when any one of the following
occurs:

 . the investor interest is paid in full;

 . the rapid amortization period begins; or

 . the Series 2000-K termination date.

Rapid Amortization Period: If a period called the rapid amortization period
begins, the trust will use any available principal collections allocated to
your series to pay (a) the Class A investor interest, (b) if the Class A
investor interest is paid in full, the Class B investor interest and (c) if the
Class B investor interest is paid in full, the collateral interest amount.
These payments will begin on the distribution date in the month after the rapid
amortization period begins.

The rapid amortization period will begin if a pay out event occurs. The rapid
amortization period will end when any one of the following occurs:

 . the investor interest is paid in full;

 . the Series 2000-K termination date; or

 . the trust termination date.

Pay Out Events: Certain adverse events called pay out events might lead to the
start of the rapid amortization period and the end of either of the revolving
period or the controlled accumulation period.

The pay out events for your series are described in "Description of Series
Provisions--Pay Out Events" in this prospectus supplement. In addition, see
"Description of the Certificates--Pay Out Events" in the accompanying
prospectus for a discussion of the consequences of an insolvency or
receivership of the seller.

Shared Principal Collections

This series is included in a group of series designated as "group one." Each
series identified under the caption "Annex I: Other Series Issued and
Outstanding" included at the end of this prospectus supplement is, and other
series in the future may be, included in group one. To the extent that
collections of principal receivables allocated to your series are not needed to
make payments or deposits to the principal funding account for your series,
these collections, called shared principal collections, will be applied to
cover principal payments for other series within group one. Any reallocation
for this purpose will not reduce your series's investor interest. In addition,
you may receive the benefits of collections of principal receivables and
certain other amounts allocated to other series in group one, to the extent
those collections are not needed for those other series. See "Description of
Series Provisions--Shared Principal Collections" in this prospectus supplement
and "Description of the Certificates--Shared Principal Collections" in the
accompanying prospectus.

                                      S-10
<PAGE>


Denominations

Beneficial interests in the certificates will be offered in minimum
denominations of $1,000 and integral multiples of that amount.

Registration, Clearance and Settlement

Your certificates will be registered in the name of Cede & Co., as the nominee
of the Depository Trust Company. You will not receive a definitive certificate
representing your interest, except in limited circumstances described in the
accompanying prospectus when certificates in fully registered, certificated
form are issued. See "Description of the Certificates--Definitive Certificates"
in the accompanying prospectus.

You may elect to hold your certificates through DTC, in the United States, or
Clearstream Banking, societe anonyme or the Euroclear System, in Europe.
Transfers within DTC, Clearstream or Euroclear, as the case may be, will be
made in accordance with the usual rules and operating procedures of those
systems. Cross-market transfers between persons holding directly or indirectly
through DTC and counterparties holding directly or indirectly through
Clearstream or Euroclear will be made in DTC through the relevant depositaries
of Clearstream or Euroclear. See "Description of the Certificates--Book-Entry
Registration" in the accompanying prospectus.

We expect that the certificates will be delivered in book-entry form through
the facilities of DTC, Clearstream and Euroclear on or about the closing date.

Tax Status

Special counsel to the seller is of the opinion that under existing law your
certificates will be characterized as debt for federal income tax purposes. The
seller has agreed, and, by the purchase of your certificates, you agree, to
treat your certificates as debt for federal, state and local income tax
purposes and franchise tax purposes. See "Federal Income Tax Consequences" in
the accompanying prospectus for additional information concerning the
application of federal income tax laws.

ERISA Considerations

Subject to important considerations described under "ERISA Considerations" in
this prospectus supplement and in the accompanying prospectus, the Class A
certificates are eligible for purchase by persons investing assets of employee
benefit plans or individual retirement accounts.

For the reasons discussed under "ERISA Considerations" in this prospectus
supplement and the accompanying prospectus, the Class B certificates are not
eligible for purchase by persons investing assets of employee benefit plans or
individual retirement accounts other than an insurance company investing assets
of its general account.

Certificate Ratings

The Class A certificates are required to be rated in the highest rating
category by at least one nationally recognized rating organization.

The Class B certificates are required to be rated in one of the three highest
rating categories by at least one nationally recognized rating organization.
See "Certificate Ratings" in the accompanying prospectus for a discussion of
the primary factors upon which the ratings are based.

Exchange Listing

We will apply to list the certificates on the Luxembourg Stock Exchange. We
cannot guarantee that the application for the listing will be accepted. You
should consult with Deutsche Bank Luxembourg S.A., the Luxembourg listing agent
for the certificates, Boulevard Konrad Adenauer 2, L-1115 Luxembourg, phone
number (352) 42 12 21, to determine whether or not the certificates are listed
on the Luxembourg Stock Exchange.

                                      S-11
<PAGE>

                          MBNA's Credit Card Portfolio

Billing and Payments

  MBNA, using MBNA Hallmark Information Services, Inc. as its service bureau,
generates and mails to cardholders monthly statements summarizing account
activity and processes cardholder monthly payments. Generally, cardholders must
make a monthly minimum payment at least equal to the lesser of (i) the sum of
all finance charges, bank imposed fees, a stated minimum amount (generally $15)
and past due amounts or (ii) 2.25% of the statement balance plus past due
amounts, but generally not less than $15. Certain eligible cardholders are
given the option periodically to take a payment deferral.

  The finance charges on purchases, which are assessed monthly, are calculated
by multiplying the account's average daily purchase balance by the applicable
daily periodic rate, and multiplying the result by the number of days in the
billing cycle. Finance charges are calculated on purchases from the date of the
purchase or the first day of the billing cycle in which the purchase is posted
to the account, whichever is later. Monthly periodic finance charges are not
assessed in most circumstances on new purchases if all balances shown on the
previous billing statement are paid by the due date, which is generally at
least 25 days after the billing date. Monthly periodic finance charges are not
assessed in most circumstances on previous purchases if all balances shown on
the two previous billing statements are paid by their respective due dates.

  The finance charges, which are assessed monthly on cash advances (including
balance transfers), are calculated by multiplying the account's average cash
advance balance by the applicable daily periodic rate, and multiplying the
result by the number of days in the billing cycle. Finance charges are
calculated on cash advances (including balance transfers) from the date of the
transaction. Currently, MBNA generally treats the day on which a cash advance
check is deposited or cashed as the transaction date for such check.

  MBNA offers fixed rate and variable rate credit card accounts. MBNA also
offers temporary promotional rates.

  MBNA assesses annual membership fees on certain accounts although under
various marketing programs these fees may be waived or rebated. For most credit
card accounts, MBNA also assesses late, overlimit and returned check charges.
MBNA generally assesses a fee on cash advances and certain purchase
transactions.

Delinquencies and Collection Efforts

  An account is contractually delinquent if the minimum payment is not received
by the due date indicated on the customer's statement. Efforts to collect
contractually delinquent credit card receivables currently are made by MBNA's
Customer Assistance personnel. Collection activities include statement
messages, telephone calls and formal collection letters. MBNA employs two
principal computerized systems for collecting past due accounts. The Predictive
Management System analyzes each cardholder's purchase and repayment habits and
selects accounts for initial contact with the objective of contacting the
highest risk accounts first. The accounts selected are queued to MBNA's
proprietary Outbound Call Management System. This system sorts accounts by a
number of factors, including time zone, degree of delinquency and dollar amount
due, and automatically dials delinquent accounts in order of priority.
Representatives are automatically linked to the cardholder's account
information and voice line when a contact is established.

  Accounts are worked continually at each stage of delinquency through the 180
day past due level. As an account enters the 180 day delinquency level, it is
classified as a potential charge-off. Accounts failing to make a payment during
the 180 day cycle are written off. Managers may defer a charge-off of an
account for another month, pending continued payment activity or other special
circumstances. Senior manager approval is required on all exceptions to charge-
off. Accounts of cardholders in bankruptcy are currently charged-off no later
than is consistent with this policy.


                                      S-12
<PAGE>

  In February 1999, the Federal Financial Institutions Examination Council
published a revised policy statement on the classification of consumer loans.
The revised policy establishes uniform guidelines for charge-off of loans to
delinquent, bankrupt and deceased borrowers, for charge-off of fraudulent
accounts, and for re-aging, extending, deferring or rewriting delinquent
accounts. The guidelines must be implemented by December 31, 2000. MBNA expects
to complete its implementation of the guidelines prior to or on December 31,
2000. MBNA, as servicer, will accelerate charge-off of some delinquent loans
when it implements the guidelines and does not expect implementation to have an
effect upon the payment of principal and interest on the certificates. This
statement is a forward-looking statement, subject to certain risks and
uncertainties. The implementation of the guidelines could, in combination with
other adverse changes, such as a material increase in charge-off rates or in
the rate of interest payable to certificateholders, have a material adverse
effect upon the payments of principal and interest on the certificates.

The Bank Portfolio

  Delinquency and Gross Charge-Off Experience

  The following tables set forth the delinquency and gross charge-off
experience for each of the periods shown for the portfolio of credit card
accounts owned by the seller, referred to as the "bank portfolio." Any
particular segment of the bank portfolio may have delinquency and gross charge-
off characteristics different from those of the overall bank portfolio.

  As of the beginning of the day on October 19, 2000, the receivables in the
trust portfolio represented approximately 94% of the bank portfolio. Because
the trust portfolio is only a portion of the bank portfolio, actual delinquency
and gross charge-off experience with respect to the receivables in the trust
may be different from that set forth below for the bank portfolio. We cannot
assure you that the delinquency and gross charge-off experience for the
receivables in the future will be similar to the historical experience of the
bank portfolio set forth below.

                             Delinquency Experience
                                 Bank Portfolio
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                              September 30,                                   December 31,
                         ----------------------- -----------------------------------------------------------------------
                                  2000                    1999                    1998                    1997
                         ----------------------- ----------------------- ----------------------- -----------------------
                                     Percentage              Percentage              Percentage              Percentage
                                      of Total                of Total                of Total                of Total
                         Receivables Receivables Receivables Receivables Receivables Receivables Receivables Receivables
                         ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S>                      <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Receivables
 Outstanding(1)........  $61,163,461             $56,810,333             $46,946,483             $41,567,876
Receivables Delinquent:
 30-59 Days............  $ 1,040,955    1.70%    $   902,788    1.59%    $   842,557    1.79%    $   799,458    1.92%
 60-89 Days............      581,280    0.95         525,253    0.92         459,367    0.98         386,276    0.93
 90 or more............    1,345,127    2.20       1,179,671    2.08       1,009,157    2.15         833,957    2.01
                         -----------    ----     -----------    ----     -----------    ----     -----------    ----
 Total.................  $ 2,967,362    4.85%    $ 2,607,712    4.59%    $ 2,311,081    4.92%    $ 2,019,691    4.86%
                         ===========    ====     ===========    ====     ===========    ====     ===========    ====
</TABLE>
--------
(1) The receivables outstanding on the accounts consist of all amounts due from
    cardholders as posted to the accounts as of the end of the period shown.

                                      S-13
<PAGE>

                          Gross Charge-Off Experience
                                 Bank Portfolio
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                            Nine Months
                               Ended
                             September         Year Ended December 31,
                                30,      -------------------------------------
                               2000         1999         1998         1997
                            -----------  -----------  -----------  -----------
<S>                         <C>          <C>          <C>          <C>
Average Receivables
 Outstanding(1)............ $58,162,162  $49,447,496  $43,205,658  $36,651,499
Total Gross Charge-
 Offs(2)...................   2,349,090    2,891,449    2,415,466    1,897,006
Total Gross Charge-Offs as
 a percentage of Average
 Receivables
 Outstanding(3)............        5.39%        5.85%        5.59%        5.18%
</TABLE>
--------
(1) Average receivables outstanding is the average of the daily receivable
    balance during the period indicated.
(2) Total gross charge-offs are total principal and interest charge-offs before
    recoveries and do not include the amount of any reductions in average
    receivables outstanding due to fraud, returned goods, customer disputes or
    other miscellaneous credit adjustments.
(3) The percentage reflected for the nine months ended September 30, 2000 is an
    annualized figure.

  Revenue Experience

  The gross revenues from finance charges and fees billed to accounts in the
bank portfolio for each of the three calendar years contained in the period
ended December 31, 1999 and the nine calendar months contained in the period
ended September 30, 2000 are set forth in the following table.

  The historical yield figures in the following table are calculated on an
accrual basis. Collections of receivables included in the trust will be on a
cash basis and may not reflect the historical yield experience in the table.
During periods of increasing delinquencies or periodic payment deferral
programs, accrual yields may exceed cash amounts collected from cardholders.
Conversely, cash yields may exceed accrual yields as amounts collected in a
current period may include amounts accrued during prior periods.

  However, the seller believes that during the three calendar years contained
in the period ended December 31, 1999 and the nine calendar months contained in
the period ended September 30, 2000, the yield on an accrual basis closely
approximated the yield on a cash basis. The yield on both an accrual and a cash
basis will be affected by numerous factors, including the monthly periodic
finance charges on the receivables, the amount of the annual membership fees
and other fees, changes in the delinquency rate on the receivables and the
percentage of cardholders who pay their balances in full each month and do not
incur monthly periodic finance charges. See "Risk Factors" in the accompanying
prospectus.

                                      S-14
<PAGE>

                               Revenue Experience
                                 Bank Portfolio

<TABLE>
<CAPTION>
                                  Nine Months
                                     Ended        Year Ended December 31,
                                 September 30, -------------------------------
                                     2000        1999       1998       1997
                                 ------------- ---------  ---------  ---------
<S>                              <C>           <C>        <C>        <C>
Average Account Monthly Accrued
 Finance Charges and
 Fees(1)(2)....................    $   29.68   $   28.38  $   27.59  $   25.58
Average Account Balance(3).....    $2,001.87   $1,971.71  $1,902.58  $1,822.14
Yield from Finance Charges and
 Fees(4).......................        17.79%      17.27%     17.40%     16.85%
Yield from Interchange(5)......         1.66%       1.57%      1.32%      1.23%
Yield from Finance Charges,
 Fees and Interchange(6).......        19.45%      18.84%     18.72%     18.08%
</TABLE>
--------
(1) Finance charges and fees are comprised of monthly periodic finance charges
    and other credit card fees.
(2) Average account monthly accrued finance charges and fees are presented net
    of adjustments made pursuant to MBNA's normal servicing procedures,
    including removal of incorrect or disputed monthly periodic finance
    charges.
(3) Average account balance includes purchases, cash advances and accrued and
    unpaid monthly periodic finance charges and other charges and is calculated
    based on the average of the account balances during the periods shown for
    accounts with charging privileges.
(4) Yield from finance charges and fees is the result of dividing the
    annualized average account monthly accrued finance charges and fees by the
    average account balance for the period.
(5) Yield from interchange is the result of dividing annualized revenue
    attributable to interchange received during the period by the average
    account balance for the period. The amount of interchange for each of the
    periods indicated above has been estimated.
(6) The percentage reflected for the nine months ended September 30, 2000 is an
    annualized figure.

  The revenue for the bank portfolio shown in the above table is comprised of
monthly periodic finance charges, credit card fees and interchange. These
revenues vary for each account based on the type and volume of activity for
each account. Because the trust portfolio is only a portion of the bank
portfolio, actual yield with respect to receivables in the trust may be
different from that set forth above for the bank portfolio. See "MBNA's Credit
Card Activities" in the accompanying prospectus.

  Interchange

  The seller will transfer to the trust a percentage of the interchange
attributed to cardholder charges for goods and services in the accounts of the
trust. Interchange will be allocated to the certificates and the Collateral
Interest based on their portion of the Investor Interest and of cardholder
charges for goods and services in the accounts of the trust relative to the
total amount of cardholder charges for goods and services in the MasterCard and
VISA credit card accounts owned by MBNA, as reasonably estimated by the seller.

  MasterCard and VISA may from time to time change the amount of interchange
reimbursed to banks issuing their credit cards. Interchange will be treated as
collections of finance charge receivables for the purposes of determining the
amount of finance charge receivables, allocating collections of finance charge
receivables, making required monthly payments and calculating the Portfolio
Yield. Under the circumstances described herein, interchange will be used to
pay a portion of the Investor Servicing Fee required to be paid on each
transfer date. See "Description of Series Provisions--Servicing Compensation
and Payment of Expenses" in this prospectus supplement and "MBNA's Credit Card
Activities--Interchange" in the accompanying prospectus.

                                      S-15
<PAGE>

  Payment Rates

  The following table sets forth the highest and lowest cardholder monthly
payment rates for the bank portfolio during any month in the periods shown and
the average cardholder monthly payment rates for all months during the periods
shown, in each case calculated as a percentage of total opening monthly account
balances during the periods shown. Payment rates shown in the table are based
on amounts which would be deemed payments of principal receivables and finance
charge receivables with respect to the accounts.

                Cardholder Monthly Payment Rates Bank Portfolio

<TABLE>
<CAPTION>
                                               Nine Months       Year Ended
                                                  Ended         December 31,
                                              September 30, --------------------
                                                  2000       1999   1998   1997
                                              ------------- ------ ------ ------
        <S>                                   <C>           <C>    <C>    <C>
        Lowest Month.........................    13.75%     13.29% 12.26% 11.30%
        Highest Month........................    14.82%     14.59% 14.07% 13.15%
        Monthly Average......................    14.24%     14.09% 13.35% 12.20%
</TABLE>

  Generally, cardholders must make a monthly minimum payment at least equal to
the lesser of (i) the sum of all finance charges, bank imposed fees, a stated
minimum amount (generally $15) and past due amounts or (ii) 2.25% of the
statement balance plus past due amounts, but generally not less than $15.
Certain eligible cardholders are given the option periodically to take a
payment deferral. We cannot assure you that the cardholder monthly payment
rates in the future will be similar to the historical experience set forth
above. In addition, the amount of collections of receivables may vary from
month to month due to seasonal variations, general economic conditions and
payment habits of individual cardholders.

                              The Trust Portfolio

  The receivables conveyed to the trust arise in accounts selected from the
bank portfolio on the basis of criteria set forth in the master agreement as
applied on June 22, 1994, called the "cut-off date," and, with respect to
additional accounts, as of the related date of their designation. The seller
has the right, subject to certain limitations and conditions set forth therein,
to designate from time to time additional accounts and to transfer to the trust
all receivables of such additional accounts. Any additional accounts designated
must be eligible accounts as of the date the seller designates such accounts as
additional accounts. The seller has designated additional accounts and conveyed
the receivables arising therein to the trust 29 times since the cut-off date.
The aggregate total principal receivables added to the trust in those additions
was approximately $45.945 billion.

  The seller will be required to designate additional accounts, to the extent
available:

    (a) to maintain the Seller Interest so that, during any period of 30
  consecutive days, the Seller Interest averaged over that period equals or
  exceeds the Minimum Seller Interest for the same period; and

    (b) to maintain, for so long as certificates of any series (including the
  certificates for your series) remain outstanding, an aggregate amount of
  principal receivables equal to or greater than the Minimum Aggregate
  Principal Receivables.


  "Minimum Seller Interest" for any period means 4% of the average principal
receivables for such period. The seller may reduce the Minimum Seller Interest
to not less than 2% of the average principal receivables for such period upon
satisfaction of the Rating Agency Condition and certain other conditions to be
set forth in the master agreement.

                                      S-16
<PAGE>

  "Minimum Aggregate Principal Receivables" means, with respect to all series
then outstanding, unless otherwise provided in the related series supplement,
an amount equal to the sum of the numerators used in the calculation of the
Investor Percentages with respect to principal receivables for all outstanding
series on such date, except that:

  . with respect to any series in its rapid accumulation period, or such
    other period as designated in the related series supplement, with an
    Investor Interest (as defined in the prospectus) as of such date of
    determination equal to the principal funding account balance relating to
    such series, taking into account any deposit to be made to the principal
    funding account relating to such series on the transfer date following
    such date of determination, the numerator used in the calculation of the
    Investor Percentage with respect to principal receivables relating to
    such series will, solely for the purpose of the definition of Minimum
    Aggregate Principal Receivables, be deemed to equal zero; and

  . the Minimum Aggregate Principal Receivables may be reduced to a lesser
    amount at any time if the Rating Agency Condition is satisfied.

  "Rating Agency Condition" means the notification in writing by each selected
rating agency to the seller, the servicer and the trustee that a proposed
action will not result in any rating agency reducing or withdrawing its then
existing rating of the investor certificates of any outstanding series or class
of a series with respect to which it is a rating agency.

  The seller has the right, subject to certain limitations and conditions, to
designate certain removed accounts and to require the trustee to reconvey all
receivables in such removed accounts to the seller. Once an account is removed,
receivables existing or guaranteed under that account are not transferred to
the trust.

  As of the beginning of the day on October 19, 2000:

  . the trust portfolio included $56,120,964,979 of principal receivables and
    $1,445,494,736 of finance charge receivables;

  . the accounts had an average principal receivable balance of $1,467 and an
    average credit limit of $11,947;

  . the percentage of the aggregate total receivable balance to the aggregate
    total credit limit was 12.60%;

  . the average age of the accounts was approximately 52 months;

  . cardholders whose accounts are included in the trust portfolio had
    billing addresses in all 50 States and the District of Columbia;

  . 29.8% of the accounts were standard accounts and 70.2% were premium
    accounts; and

  . the aggregate principal receivable balances of standard accounts and
    premium accounts, as a percentage of the total aggregate principal
    receivables, were 20.2% and 79.8%, respectively.

  The following tables summarize the trust portfolio by various criteria as of
the beginning of the day on October 19, 2000. Because the future composition of
the trust portfolio may change over time, these tables do not describe the
composition of the trust portfolio at any future time.

                                      S-17
<PAGE>

                 Composition by Account Balance Trust Portfolio

<TABLE>
<CAPTION>
                                      Percentage of                  Percentage
                            Number    Total Number                    of Total
                          of Accounts  of Accounts    Receivables    Receivables
                          ----------- ------------- ---------------  -----------
Account Balance Range
---------------------
<S>                       <C>         <C>           <C>              <C>
Credit Balance..........     557,183        1.4%    $   (63,490,307)     (0.1)%
No Balance..............  22,404,661       58.6                   0       0.0
$.01-$  5,000.00........  11,082,414       29.0      15,316,724,774      26.6
$ 5,000.01-$10,000.00...   2,756,294        7.2      19,412,858,596      33.7
$10,000.01-$15,000.00...     872,923        2.3      10,526,011,482      18.3
$15,000.01-$20,000.00...     322,497        0.8       5,533,513,634       9.6
$20,000.01-$25,000.00...     148,866        0.4       3,326,418,769       5.8
$25,000.01 or More......     103,319        0.3       3,514,422,767       6.1
                          ----------      -----     ---------------     -----
  Total.................  38,248,157      100.0%    $57,566,459,715     100.0 %
                          ==========      =====     ===============     =====

                          Composition by Credit Limit
                                Trust Portfolio
<CAPTION>
                                      Percentage of                  Percentage
                            Number    Total Number                    of Total
                          of Accounts  of Accounts    Receivables    Receivables
                          ----------- ------------- ---------------  -----------
Credit Limit Range
------------------
<S>                       <C>         <C>           <C>              <C>
Less than or equal to
 $5,000.00..............   7,235,985       18.9%    $ 4,779,098,159       8.3%
$  5,000.01-$10,000.00..  11,722,307       30.6      16,259,928,006      28.2
$10,000.01-$15,000.00...   8,594,326       22.5      13,049,512,225      22.7
$15,000.01-$20,000.00...   5,040,018       13.2       8,698,272,983      15.1
$20,000.01-$25,000.00...   3,962,808       10.4       8,297,799,932      14.4
$25,000.01 or More......   1,692,713        4.4       6,481,848,410      11.3
                          ----------      -----     ---------------     -----
  Total.................  38,248,157      100.0%    $57,566,459,715     100.0%
                          ==========      =====     ===============     =====

                      Composition by Period of Delinquency
                                Trust Portfolio

<CAPTION>
Period of Delinquency                 Percentage of                  Percentage
(Days Contractually         Number    Total Number                    of Total
Delinquent)               of Accounts  of Accounts    Receivables    Receivables
---------------------     ----------- ------------- ---------------  -----------
<S>                       <C>         <C>           <C>              <C>
Not Delinquent..........  36,866,853       96.4%    $50,254,533,016      87.3%
Up to 29 Days...........     820,460        2.1       4,202,426,812       7.3
30 to 59 Days...........     232,301        0.6       1,230,324,638       2.1
60 to 89 Days...........     108,178        0.3         581,983,747       1.0
90 or More Days.........     220,365        0.6       1,297,191,502       2.3
                          ----------      -----     ---------------     -----
  Total.................  38,248,157      100.0%    $57,566,459,715     100.0%
                          ==========      =====     ===============     =====
</TABLE>


                                      S-18
<PAGE>

                   Composition by Account Age Trust Portfolio

<TABLE>
<CAPTION>
                                     Percentage of                 Percentage
                           Number    Total Number                   of Total
                         of Accounts  of Accounts    Receivables   Receivables
                         ----------- ------------- --------------- -----------
Account Age
-----------
<S>                      <C>         <C>           <C>             <C>
Not More Than 6
 Months.................  2,793,976        7.3%    $ 3,029,125,889      5.3%
Over  6 Months to 12
 Months.................  2,452,944        6.4       3,476,516,675      6.0
Over 12 Months to 24
 Months.................  5,649,047       14.8       7,344,522,623     12.7
Over 24 Months to 36
 Months.................  5,561,486       14.5       5,908,571,280     10.3
Over 36 Months to 48
 Months.................  5,755,572       15.0       7,173,779,925     12.5
Over 48 Months to 60
 Months.................  4,807,427       12.6       6,552,253,695     11.4
Over 60 Months to 72
 Months.................  3,315,207        8.7       5,639,689,785      9.8
Over 72 Months..........  7,912,498       20.7      18,441,999,843     32.0
                         ----------      -----     ---------------    -----
  Total                  38,248,157      100.0%    $57,566,459,715    100.0%
                         ==========      =====     ===============    =====
</TABLE>

              Geographic Distribution of Accounts Trust Portfolio

<TABLE>
<CAPTION>
                                       Percentage of                 Percentage
                             Number    Total Number                   of Total
                           of Accounts  of Accounts    Receivables   Receivables
                           ----------- ------------- --------------- -----------
State
-----
<S>                        <C>         <C>           <C>             <C>
California................  3,905,502       10.2%    $ 6,746,291,516     11.7%
New York..................  2,859,063        7.5       4,059,007,502      7.0
Texas.....................  2,233,853        5.8       3,904,843,021      6.8
Florida...................  2,295,674        6.0       3,588,761,118      6.2
Pennsylvania..............  2,257,570        5.9       2,877,075,314      5.0
New Jersey................  1,491,071        3.9       2,359,061,985      4.1
Illinois..................  1,627,894        4.3       2,290,812,520      4.0
Ohio......................  1,668,788        4.4       2,104,507,727      3.7
Michigan..................  1,423,987        3.7       2,091,670,973      3.6
Virginia..................  1,215,626        3.2       1,889,993,470      3.3
Other..................... 17,269,129       45.1      25,654,434,569     44.6
                           ----------      -----     ---------------    -----
  Total................... 38,248,157      100.0%    $57,566,459,715    100.0%
                           ==========      =====     ===============    =====
</TABLE>

                                      S-19
<PAGE>

                            Maturity Considerations

  You are expected to receive payment of principal in full on October 17, 2005,
the "scheduled payment date." You may, however, receive payments of principal
earlier than the scheduled payment date if a Pay Out Event occurs and the Rapid
Amortization Period begins. The holders of the Class B certificates will not
begin to receive principal payments until the final principal payment on the
Class A certificates has been made.

Controlled Accumulation Period

  Series 2000-K will have a period of time, called the "Controlled Accumulation
Period" when payments of principal are deposited in the principal funding
account to pay the certificates and Collateral Interest in full on the
scheduled payment date. The Controlled Accumulation Period is scheduled to
begin at the close of business on September 30, 2004, but in some cases may be
delayed to no later than the close of business on August 31, 2005. The
Controlled Accumulation Period will end when any one of the following occurs:

  .the Investor Interest is paid in full;

  .the Rapid Amortization Period begins; or

  .the Series 2000-K Termination Date.

  On each transfer date during the Controlled Accumulation Period, an amount
equal to, for each monthly period, the least of:

    (a) the Available Investor Principal Collections;

    (b) the applicable Controlled Deposit Amount, which is equal to the sum
  of the applicable Controlled Accumulation Amount for such monthly period
  and the applicable Accumulation Shortfall, if any; and

    (c) the Adjusted Investor Interest prior to any deposits on such day;

will be deposited in the principal funding account established by the trustee
until the principal funding account balance equals the Investor Interest.
Amounts in the principal funding account are expected to be available to pay in
full the Class A Investor Interest and, after the payment of the Class A
Investor Interest in full, the Class B Investor Interest on the scheduled
payment date. After the deposit of the Class A Investor Interest and the Class
B Investor Interest in full in the distribution account, we expect the
Collateral Interest Amount to be paid on such date.

  We cannot assure you that collections of principal receivables in the trust
portfolio will be similar to the payment rate experience shown in the table
under "MBNA's Credit Card Portfolio--The Bank Portfolio--Payment Rates" in this
prospectus supplement, or that, therefore, deposits into the principal funding
account will equal the Controlled Accumulation Amount. In addition, as
described under "Description of Series Provisions--Postponement of Controlled
Accumulation Period" in this prospectus supplement, the servicer may shorten
the Controlled Accumulation Period and, in such event, we cannot assure you
that there will be sufficient time to accumulate all amounts necessary to pay
the Investor Interest on the scheduled payment date. See "Maturity
Considerations" and "Risk Factors" in the accompanying prospectus. If the
amount required to pay the Class A Investor Interest, the Class B Investor
Interest and the Collateral Interest Amount in full is not available on the
scheduled payment date, a Pay Out Event will occur and the Rapid Amortization
Period will commence.

Rapid Amortization Period

  A Pay Out Event occurs, either automatically or after specified notice, if
one of the adverse events described in "Description of Series Provisions--Pay
Out Events" in this prospectus supplement occurs. If a Pay Out Event occurs
during either the Revolving Period or the Controlled Accumulation Period, the
"Rapid Amortization Period" will commence. If a Pay Out Event occurs during the
Controlled Accumulation Period,

                                      S-20
<PAGE>

any amount on deposit in the principal funding account will be paid to the
Class A certificateholders and, after the Class A Investor Interest has been
paid in full, the Class B certificateholders on the first distribution date
with respect to the Rapid Amortization Period.

  During the Rapid Amortization Period, Available Investor Principal
Collections will be paid to the Class A certificateholders on each distribution
date until the earliest of:

    (a) the date on which the Class A certificates are paid in full;

    (b) the Series 2000-K Termination Date; and

    (c) the Trust Termination Date.


  After the Class A certificates have been paid in full and if the Series 2000-
K Termination Date or the Trust Termination Date has not occurred, Available
Investor Principal Collections will be paid to the Class B certificateholders
on each distribution date until the earliest of:

    (a) the date on which the Class B certificates are paid in full;

    (b) the Series 2000-K Termination Date; and

    (c) the Trust Termination Date.

                           MBNA and MBNA Corporation


  MBNA America Bank, National Association, a national banking association
located in Wilmington, Delaware, conducts nationwide consumer lending programs
principally comprised of credit card related activities. MBNA has two wholly
owned foreign bank subsidiaries, MBNA International Bank Limited located in the
United Kingdom and MBNA Canada Bank, located in Canada. On a managed basis,
including loans originated by MBNA International Bank Limited and MBNA Canada
Bank, MBNA maintained loan accounts with aggregate outstanding balances of
$84.4 billion as of September 30, 2000. Of this amount, $67.7 billion were
MasterCard and VISA credit card loans originated in the United States. As of
September 30, 2000, the premium credit card portfolio in the United States
accounted for 71% of MBNA's domestic MasterCard and VISA credit card accounts
with outstanding balances and 80% of MBNA's outstanding domestic MasterCard and
VISA credit card loans.

  MBNA conducts all direct customer contact processes with respect to the
cardholder. This involves a 24 hour, 365 day per year Customer Service
telephone staff, Credit Decisions, Correspondence Resolution, Security and
Collection Operations. As of September 30, 2000, MBNA had assets of $34.3
billion, deposits of $22.6 billion and capital and surplus accounts of $5.2
billion.

  MBNA is a wholly-owned subsidiary of MBNA Corporation. MBNA was established
in January 1991 in connection with a restructuring of the former MBNA America
Bank, N.A., a wholly-owned subsidiary of MNC Financial, Inc. MBNA Corporation
is a bank holding company organized under the laws of Maryland in 1990 and
registered under the Bank Holding Company Act of 1956, as amended. As of
September 30, 2000, MBNA Corporation had consolidated assets of $36.3 billion,
consolidated deposits of $21.6 billion and capital and surplus accounts of $6.3
billion. The principal asset of MBNA Corporation is the capital stock of MBNA.


                                      S-21
<PAGE>

                        Description of Series Provisions

  The following statements summarize the material terms of your series, called
Series 2000-K, and are subject to, and are qualified in their entirety by
reference to, all of the provisions of the master agreement and the Series
2000-K supplement. You should review "Description of the Certificates" in the
accompanying prospectus for additional information concerning the certificates,
the Collateral Interest, the Series 2000-K supplement and the master agreement.

Interest Payments

  The Class A certificates will accrue interest from and including the closing
date through but excluding January 16, 2001, from and including January 16,
2001 through but excluding April 16, 2001 and with respect to each interest
period thereafter, at a rate of 0.11% per annum above LIBOR prevailing on the
related LIBOR determination date with respect to each such period.

  The Class B certificates will accrue interest from and including the closing
date through but excluding January 16, 2001, from and including January 16,
2001 through but excluding April 16, 2001 and with respect to each interest
period thereafter, at a rate of 0.375% per annum above LIBOR prevailing on the
related LIBOR determination date with respect to each such period.

  The trustee will determine LIBOR on November 17, 2000 for the period from and
including the closing date through but excluding January 16, 2001, on January
11, 2001 for the period from and including January 16, 2001 through but
excluding April 16, 2001 and, for each interest period thereafter, on the
second London business day prior to the later of (i) the most recent interest
payment date preceding the first day of such interest period and (ii) the
interest payment date occurring on the first day of such interest period. We
refer to each such determination date as a "LIBOR determination date." For
purposes of calculating LIBOR, a "London business day" is any business day (as
defined below) on which dealings in deposits in United States dollars are
transacted in the London interbank market.

  An "interest period" begins on and includes a distribution date and ends on
but excludes the next distribution date. However, the first interest period
will begin on and include the closing date and end on but exclude the first
distribution date.

  A "distribution date" means the 15th of each month, or if that day is not a
business day, the next business day (as defined below). The first distribution
date is January 16, 2001.

  "LIBOR" means, as of any LIBOR determination date, the rate for deposits in
United States dollars for a three-month period (or, commencing on the first
distribution date with respect to the rapid amortization period, for a one-
month period) which appears on Telerate Page 3750 as of 11:00 a.m., London
time, on such date. If such rate does not appear on Telerate Page 3750, the
rate for that LIBOR determination date will be determined on the basis of the
rates at which deposits in United States dollars are offered by four major
banks selected by the servicer at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a three-month period
(or, commencing on the first distribution date with respect to the rapid
amortization period, for a one-month period). The trustee will request the
principal London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, the rate for that LIBOR
determination date will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, the rate for that LIBOR determination date
will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the servicer, at approximately 11:00 a.m., New York City
time, on that day for loans in United States dollars to leading European banks
for a three-month period (or, commencing on the first distribution date with
respect to the rapid amortization period, for a one-month period).

  "Telerate Page 3750" means the display page currently so designated on the
Bridge Telerate Market Report (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).

  The Class A certificate rate and the Class B certificate rate applicable to
the then current and immediately preceding interest period may be obtained by
telephoning the trustee at (212) 815-5731.

                                      S-22
<PAGE>

  Interest to be deposited into the interest funding account with respect to
the certificates will be calculated on the basis of the actual number of days
in the related interest period and a 360-day year.

  Interest will be paid on each "interest payment date" which will be January
16, 2001 and the 15th day of each January, April, July and October thereafter
(or, if such 15th day is not a business day, the next succeeding business day);
provided, however, that commencing on the first distribution date with respect
to the rapid amortization period, each distribution date will be an interest
payment date. For purposes of this prospectus supplement and the accompanying
prospectus, a "business day" is, unless otherwise indicated, any day other than
a Saturday, a Sunday or a day on which banking institutions in New York, New
York or Newark, Delaware are authorized or obligated by law or executive order
to be closed.

  Interest payments on the Class A certificates and the Class B certificates on
any interest payment date will be calculated for each of the related interest
periods on the outstanding principal balance of the Class A certificates and
the outstanding principal balance of the Class B certificates, as applicable,
as of the preceding record date, which will be the last business day of the
calendar month preceding such interest payment date. However, interest for the
first interest payment date will accrue at the applicable certificate rate on
the initial outstanding principal balance of the Class A certificates and the
initial outstanding principal balance of the Class B certificates, as
applicable, from the closing date. On each transfer date, interest with respect
to the certificates will be deposited into the interest funding account for
payment to Class A certificateholders and Class B certificateholders on the
following interest payment date.

  Interest due on the certificates but not paid on any interest payment date
will be payable on the next succeeding interest payment date together with
additional interest on such amount at the applicable certificate rate plus 2%
per annum. Such amount with respect to the Class A certificates is called the
"Class A Additional Interest," and such amount with respect to the Class B
certificates is called "Class B Additional Interest." Such additional interest
will accrue on the same basis as interest on the certificates, and will accrue
from the interest payment date such overdue interest became due, to but
excluding the interest payment date on which such additional interest is paid.

  Interest to be deposited in the interest funding account with respect to the
Class A certificates on any transfer date will be paid from Class A Available
Funds for the related monthly period and, to the extent such Class A Available
Funds are insufficient to pay such interest, from Excess Spread and Reallocated
Principal Collections (to the extent available) for such monthly period.
Interest to be deposited in the interest funding account with respect to the
Class B certificates on any transfer date will be paid from Class B Available
Funds for the related monthly period and, to the extent such Class B Available
Funds are insufficient to pay such interest, from Excess Spread and Reallocated
Collateral Principal Collections (to the extent available) for such monthly
period remaining after certain other payments have been made with respect to
the Class A certificates.

  "Class A Available Funds" means, with respect to any monthly period, an
amount equal to the sum of:

    (a) the Class A Floating Allocation of collections of finance charge
  receivables and annual membership fees allocated to the Investor Interest
  and deposited in the finance charge account with respect to such monthly
  period (excluding the portion of collections of finance charge receivables
  attributable to interchange that is allocable to Servicer Interchange);

    (b) an amount equal to the product of:

      (i) the Class A Account Percentage; and

      (ii) the net investment earnings, if any, in the principal funding
    account with respect to the related transfer date;

    (c) the net investment earnings, if any, in the interest funding account
  with respect to the related transfer date; and

    (d) amounts, if any, to be withdrawn from the reserve account which are
  required to be included in Class A Available Funds pursuant to the Series
  2000-K supplement with respect to such transfer date.


                                      S-23
<PAGE>

  "Class A Account Percentage" means, with respect to any date of
determination, the percentage equivalent of a fraction:

  . the numerator of which is the aggregate amount on deposit in the
    principal funding account with respect to the Class A certificates; and

  . the denominator of which is the aggregate amount on deposit in the
    principal funding account with respect to the Class A certificates and
    the Class B certificates;

in each case as of the last day of the preceding monthly period.

  "Class B Available Funds" means, with respect to any monthly period, an
amount equal to the sum of:

    (a) the Class B Floating Allocation of collections of finance charge
  receivables and annual membership fees allocated to the Investor Interest
  and deposited in the finance charge account with respect to such monthly
  period (excluding the portion of collections of finance charge receivables
  attributable to interchange that is allocable to Servicer Interchange);

    (b) an amount equal to the product of:

      (i) the Class B Account Percentage; and

      (ii) the net investment earnings, if any, in the principal funding
    account with respect to the related transfer date; and

    (c) amounts, if any, to be withdrawn from the reserve account which are
  required to be included in Class B Available Funds pursuant to the Series
  2000-K supplement with respect to such transfer date.

  "Class B Account Percentage" means, with respect to any date of
determination, the percentage equivalent of a fraction:

  . the numerator of which is the aggregate amount on deposit in the
    principal funding account with respect to the Class B certificates; and

  . the denominator of which is the aggregate amount on deposit in the
    principal funding account with respect to the Class A certificates and
    the Class B certificates;

in each case as of the last day of the preceding monthly period.

Principal Payments

  Revolving Period

  Series 2000-K will have a period of time, called the "Revolving Period," when
the trust will not pay, or accumulate, principal for certificateholders or the
holder of the Collateral Interest. The Revolving Period starts on the closing
date and ends on the earlier to begin of:


  . the Controlled Accumulation Period; or

  . the Rapid Amortization Period.

  During the Revolving Period, collections of principal receivables allocable
to the Investor Interest will be treated as Shared Principal Collections,
subject to certain limitations, including the allocation of any Reallocated
Principal Collections with respect to the related monthly period to pay the
Class A Required Amount and the Class B Required Amount.

  Controlled Accumulation Period

  On each "transfer date" (which is the business day preceding a distribution
date) relating to the Controlled Accumulation Period, the trustee will deposit
in the principal funding account an amount equal to the least of:

    (a) Available Investor Principal Collections with respect to such
  transfer date;

    (b) the applicable Controlled Deposit Amount; and

    (c) the Adjusted Investor Interest prior to any deposits on such date.

                                      S-24
<PAGE>

Unless a Pay Out Event has occurred, amounts in the principal funding account
will be paid:

  . first to Class A certificateholders (in an amount not to exceed the Class
    A Investor Interest) on the scheduled payment date;

  . then to Class B certificateholders (to the extent such funds exceed the
    Class A Investor Interest and in an amount not to exceed the Class B
    Investor Interest) on the scheduled payment date; and

  . lastly to the Collateral Interest holder (to the extent such funds exceed
    the sum of the Class A Investor Interest and the Class B Investor
    Interest and in an amount not to exceed the Collateral Interest Amount)
    on the transfer date preceding the scheduled payment date.

  During the Controlled Accumulation Period, the portion of Available Investor
Principal Collections not applied to Class A Monthly Principal, Class B Monthly
Principal or Collateral Monthly Principal on a transfer date will generally be
treated as Shared Principal Collections. If funds on deposit in the principal
funding account are insufficient to pay in full the Investor Interest on the
scheduled payment date, the Rapid Amortization Period will commence.

  "Available Investor Principal Collections" means, with respect to any monthly
period, an amount equal to the sum of:

    (a) (i) collections of principal receivables received during such
        monthly period and certain other amounts allocable to the Investor
        Interest; minus

      (ii) the amount of Reallocated Principal Collections with respect to
      such monthly period used to fund the Class A Required Amount and the
      Class B Required Amount; plus

  (b) any Shared Principal Collections with respect to other series in group
  one that are allocated to the Series 2000-K.

  Rapid Amortization Period

  On each distribution date with respect to the Rapid Amortization Period, the
Class A certificateholders will be entitled to receive Available Investor
Principal Collections for the related monthly period in an amount up to the
Class A Investor Interest until the earliest of the date the Class A
certificates are paid in full, the Series 2000-K Termination Date and the Trust
Termination Date.

  After payment in full of the Class A Investor Interest, the Class B
certificateholders will be entitled to receive, on each distribution date with
respect to the Rapid Amortization Period, Available Investor Principal
Collections for the related monthly period in an amount up to the Class B
Investor Interest until the earliest of the date the Class B certificates are
paid in full, the Series 2000-K Termination Date and the Trust Termination
Date.

  After payment in full of the Class B Investor Interest, the Collateral
Interest holder will be entitled to receive on each transfer date, Available
Investor Principal Collections until the earliest of the date the Collateral
Interest is paid in full, the Series 2000-K Termination Date and the Trust
Termination Date.

Postponement of Controlled Accumulation Period

  Upon written notice to the trustee, the servicer may elect to postpone the
commencement of the Controlled Accumulation Period, and extend the length of
the Revolving Period, subject to certain conditions including those set forth
below. The servicer may make such election only if the Accumulation Period
Length (determined as described below) is less than twelve months.

  On the determination date immediately preceding the September 2004
distribution date, and each determination date thereafter, until the Controlled
Accumulation Period begins, the servicer will determine the "Accumulation
Period Length," which is the number of whole months expected to be required to
fully fund the principal funding account no later than the scheduled payment
date, based on:

    (a) the expected monthly collections of principal receivables expected to
  be distributable to the certificateholders of all series (excluding certain
  other series), assuming a principal payment rate no greater than the lowest
  monthly principal payment rate on the receivables for the preceding twelve
  months; and

                                      S-25
<PAGE>

    (b) the amount of principal expected to be distributable to
  certificateholders of all series (excluding certain other series) which are
  not expected to be in their revolving periods during the Controlled
  Accumulation Period.

  The calculation of Accumulation Period Length may be changed at any time if
the Rating Agency Condition is satisfied. If the Accumulation Period Length is
less than twelve months, the servicer may, at its option, postpone the
commencement of the Controlled Accumulation Period such that the number of
months included in the Controlled Accumulation Period will be equal to or
exceed the Accumulation Period Length. The effect of the foregoing calculation
is to permit the reduction of the length of the Controlled Accumulation Period
based on the Investor Interest of certain other series which are scheduled to
be in their revolving periods during the Controlled Accumulation Period and on
increases in the principal payment rate occurring after the closing date. The
length of the Controlled Accumulation Period will not be determined to be less
than one month.

Subordination

  The Class B certificates and the Collateral Interest will be subordinated to
the extent necessary to fund certain payments with respect to the Class A
certificates. In addition, the Collateral Interest will be subordinated to the
extent necessary to fund certain payments with respect to the Class B
certificates. Certain principal payments otherwise allocable to the Class B
certificateholders may be reallocated to cover amounts in respect of the Class
A certificates, and the Class B Investor Interest may be reduced if the
Collateral Interest Amount is equal to zero. Similarly, certain principal
payments allocable to the Collateral Interest may be reallocated to cover
amounts in respect of the Class A certificates and the Class B certificates,
and the Collateral Interest Amount may be reduced.

  To the extent the Class B Investor Interest is reduced, the percentage of
collections of finance charge receivables allocated to the Class B certificates
in subsequent monthly periods will be reduced. Moreover, to the extent the
amount of such reduction in the Class B Investor Interest is not reimbursed,
the amount of principal distributable to, and the amounts available to be
distributed with respect to interest on, the Class B certificateholders will be
reduced. See "--Allocation Percentages," "--Reallocation of Cash Flows" and "--
 Application of Collections--Excess Spread" in this prospectus supplement.

Allocation Percentages

  The servicer will allocate among the Investor Interest for Series 2000-K, the
Investor Interest for all other series issued and outstanding and the Seller
Interest, all amounts collected on finance charge receivables, all amounts
collected on principal receivables and all default amounts with respect to each
monthly period. Each "monthly period" will be the period from and including the
first day of a calendar month to and including the last day of such calendar
month (other than the initial monthly period, which will commence on and
include the closing date and end on and include December 31, 2000).

  Floating Allocation Definitions

  Collections of finance charge receivables and default amounts at any time and
collections of principal receivables during the Revolving Period will be
allocated to the Investor Interest based on the Floating Investor Percentage.
The "Floating Investor Percentage" means, with respect to any monthly period,
the percentage equivalent of a fraction:

  . the numerator of which is the Adjusted Investor Interest as of the close
    of business on the last day of the preceding monthly period (or with
    respect to the first monthly period, the initial Investor Interest); and

  . the denominator of which is the greater of:

                                      S-26
<PAGE>

      (x) the aggregate amount of principal receivables as of the close of
    business on the last day of the preceding monthly period (or with
    respect to the first calendar month in the first monthly period, the
    aggregate amount of principal receivables as of the close of business
    on the day immediately preceding the closing date and with respect to
    the second calendar month in the first monthly period, the aggregate
    amount of principal receivables as of the close of business on the last
    day of the first calendar month in the first monthly period); and

      (y) the sum of the numerators used to calculate the Investor
    Percentages for allocations with respect to finance charge receivables,
    default amounts or principal receivables, as applicable, for all
    outstanding series on such date of determination.

However, with respect to any monthly period in which an addition of accounts
occurs or in which a removal of accounts occurs on a date on which, if any
series has been paid in full, principal receivables in an aggregate amount
approximately equal to the initial Investor Interest of such series are removed
from the trust, the amount in clause (x) above shall be:

    (i) the aggregate amount of principal receivables in the trust as of the
  close of business on the last day of the prior monthly period for the
  period from and including the first day of such monthly period to but
  excluding the related addition date or removal date; and

    (ii) the aggregate amount of principal receivables in the trust as of the
  beginning of the day on the related addition date or removal date after
  adjusting for the aggregate amount of principal receivables added to or
  removed from the trust on the related addition date or removal date, as the
  case may be, for the period from and including the related addition date or
  removal date to and including the last day of such monthly period.

  Such amounts so allocated will be further allocated between the Class A
certificateholders, the Class B certificateholders and the Collateral Interest
holder based on the Class A Floating Allocation, the Class B Floating
Allocation and the Collateral Floating Allocation, respectively.

  The "Class A Floating Allocation" means, with respect to any monthly period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:


  . the numerator of which is equal to the Class A Adjusted Investor Interest
    as of the close of business on the last day of the preceding monthly
    period (or with respect to the first monthly period, as of the closing
    date); and

  . the denominator of which is equal to the Adjusted Investor Interest as of
    the close of business on such day.

  The "Class B Floating Allocation" means, with respect to any monthly period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:


  . the numerator of which is equal to the Class B Adjusted Investor Interest
    as of the close of business on the last day of the preceding monthly
    period (or with respect to the first monthly period, as of the closing
    date); and

  . the denominator of which is equal to the Adjusted Investor Interest as of
    the close of business on such day.

  The "Collateral Floating Allocation" means, with respect to any monthly
period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction:

  . the numerator of which is equal to the Collateral Interest Adjusted
    Amount as of the close of business on the last day of the preceding
    monthly period (or with respect to the first monthly period, as of the
    closing date); and

                                      S-27
<PAGE>

  . the denominator of which is equal to the Adjusted Investor Interest as of
    the close of business on such day.

  Fixed Allocation Definitions

  Collections of principal receivables during the Controlled Accumulation
Period and the Rapid Amortization Period will be allocated to the Investor
Interest based on the Fixed Investor Percentage. The "Fixed Investor
Percentage" means, with respect to any monthly period, the percentage
equivalent of a fraction:

  . the numerator of which is the Investor Interest as of the close of
    business on the last day of the Revolving Period; and

  . the denominator of which is the greater of:

      (x) the aggregate amount of principal receivables as of the close of
    business on the last day of the prior monthly period; and

      (y) the sum of the numerators used to calculate the Investor
    Percentages for allocations with respect to principal receivables for
    all outstanding series for such monthly period.

However, with respect to any monthly period in which an addition of accounts
occurs or in which a removal of accounts occurs on a date on which, if any
series has been paid in full, principal receivables in an aggregate amount
approximately equal to the initial Investor Interest of such series are removed
from the trust, the amount in clause (x) above shall be:

    (i) the aggregate amount of principal receivables in the trust as of the
  close of business on the last day of the prior monthly period for the
  period from and including the first day of such monthly period to but
  excluding the related addition date or removal date; and

    (ii) the aggregate amount of principal receivables in the trust at the
  beginning of the day on the related addition date or removal date after
  adjusting for the aggregate amount of principal receivables added to or
  removed from the trust on the related addition date or removal date, as the
  case may be, for the period from and including the related addition date or
  removal date to and including the last day of such monthly period.

  Such amounts so allocated will be further allocated between the Class A
certificateholders, the Class B certificateholders and the Collateral Interest
holder based on the Class A Fixed Allocation, the Class B Fixed Allocation and
the Collateral Fixed Allocation, respectively.

  The "Class A Fixed Allocation" means, with respect to any monthly period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction:

  . the numerator of which is equal to the Class A Investor Interest as of
    the close of business on the last day of the Revolving Period; and

  . the denominator of which is equal to the Investor Interest as of the
    close of business on the last day of the Revolving Period.

  The "Class B Fixed Allocation" means, with respect to any monthly period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction:

  . the numerator of which is equal to the Class B Investor Interest as of
    the close of business on the last day of the Revolving Period; and

  . the denominator of which is equal to the Investor Interest as of the
    close of business on the last day of the Revolving Period.

  The "Collateral Fixed Allocation" means, with respect to any monthly period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:

  . the numerator of which is equal to the Collateral Interest Amount as of
    the close of business on the last day of the Revolving Period; and

                                      S-28
<PAGE>

  . the denominator of which is equal to the Investor Interest as of the
    close of business on the last day of the Revolving Period.

  Investor Interest Definitions

  "Class A Investor Interest" for any date means an amount equal to:

    (a) the aggregate initial principal amount of the Class A certificates;
  minus

    (b) the aggregate amount of principal payments made to Class A
  certificateholders prior to such date; minus

    (c) the excess, if any, of the aggregate amount of Class A Investor
  Charge-Offs for all transfer dates preceding such date over the aggregate
  amount of any reimbursements of Class A Investor Charge-Offs for all
  transfer dates preceding such date;

provided, however, that the Class A Investor Interest may not be reduced below
zero.

  "Class B Investor Interest" for any date means an amount equal to:

    (a) the aggregate initial principal amount of the Class B certificates;
  minus

    (b) the aggregate amount of principal payments made to Class B
  certificateholders prior to such date; minus

    (c) the aggregate amount of Class B Investor Charge-Offs for all prior
  transfer dates; minus

    (d) the aggregate amount of Reallocated Class B Principal Collections for
  all prior transfer dates for which the Collateral Interest Amount has not
  been reduced; minus

    (e) the aggregate amount by which the Class B Investor Interest has been
  reduced to fund the Class A Investor Default Amount on all prior transfer
  dates as described under "--Defaulted Receivables; Investor Charge-Offs" in
  this prospectus supplement; plus

    (f) the aggregate amount of Excess Spread allocated and available on all
  prior transfer dates for the purpose of reimbursing amounts deducted
  pursuant to the foregoing clauses (c), (d) and (e);

provided, however, that the Class B Investor Interest may not be reduced below
zero.

  "Collateral Interest Amount" for any date means an amount equal to:

    (a) $56,250,000 (the "Collateral Interest Initial Amount"); minus

    (b) the aggregate amount of principal payments made to the Collateral
  Interest holder prior to such date; minus

    (c) the aggregate amount of Collateral Charge-Offs for all prior transfer
  dates; minus

    (d) the aggregate amount of Reallocated Principal Collections for all
  prior transfer dates; minus

    (e) the aggregate amount by which the Collateral Interest Amount has been
  reduced to fund the Class A Investor Default Amount and the Class B
  Investor Default Amount on all prior transfer dates as described under "--
  Defaulted Receivables; Investor Charge-Offs" in this prospectus supplement;
  plus

    (f) the aggregate amount of Excess Spread allocated and available on all
  prior transfer dates for the purpose of reimbursing amounts deducted
  pursuant to the foregoing clauses (c), (d) and (e);

provided, however, that the Collateral Interest Amount may not be reduced below
zero.

  "Investor Interest," for any date of determination, means an amount equal to
the sum of (a) the Class A Investor Interest, (b) the Class B Investor Interest
and (c) the Collateral Interest Amount.

                                      S-29
<PAGE>

  "Class A Adjusted Investor Interest," for any date of determination, means an
amount equal to the Class A Investor Interest, minus the funds on deposit in
the principal funding account on such date (up to the Class A Investor
Interest).

  "Class B Adjusted Investor Interest," for any date of determination, means an
amount equal to the Class B Investor Interest, minus the funds on deposit in
the principal funding account in excess of the Class A Investor Interest on
such date (up to the Class B Investor Interest).

  "Collateral Interest Adjusted Amount," for any date of determination, means
an amount equal to the Collateral Interest Amount, minus the funds on deposit
in the principal funding account in excess of the sum of the Class A Investor
Interest and the Class B Investor Interest on such date (up to the Collateral
Interest Amount).

  "Adjusted Investor Interest," for any date of determination, means the sum of
(a) the Class A Adjusted Investor Interest, (b) the Class B Adjusted Investor
Interest and (c) the Collateral Interest Adjusted Amount.

Reallocation of Cash Flows

  Class A Required Amount

  For each transfer date, the servicer will determine the "Class A Required
Amount," which will be equal to:

    (a) Class A Monthly Interest due on the related distribution date and
  overdue Class A Monthly Interest and Class A Additional Interest, if any;
  plus

    (b) the Class A Servicing Fee for the related monthly period and overdue
  Class A Servicing Fee, if any; plus

    (c) the Class A Investor Default Amount, if any, for the related monthly
  period; minus

    (d) the Class A Available Funds for the related monthly period.

  If the Class A Required Amount is greater than zero, the following
reallocations will occur:

  . Excess Spread allocated to Series 2000-K and available for such purpose
    will be used to fund the Class A Required Amount with respect to such
    transfer date;

  . if such Excess Spread is insufficient to fund the Class A Required
    Amount, first, Reallocated Collateral Principal Collections and, then,
    Reallocated Class B Principal Collections will be used to fund the
    remaining Class A Required Amount; and

  . if Reallocated Principal Collections with respect to the related monthly
    period, together with Excess Spread, are insufficient to fund the
    remaining Class A Required Amount for such related monthly period, then
    the Collateral Interest Amount (after giving effect to reductions for any
    Collateral Charge-Offs and Reallocated Principal Collections on such
    transfer date) will be reduced by the amount of such excess (but not by
    more than the Class A Investor Default Amount for such monthly period).

  In the event that such reduction would cause the Collateral Interest Amount
to be a negative number, the Collateral Interest Amount will be reduced to
zero, and the Class B Investor Interest (after giving effect to reductions for
any Class B Investor Charge-Offs and any Reallocated Class B Principal
Collections for which the Collateral Interest Amount was not reduced on such
transfer date) will be reduced by the amount by which the Collateral Interest
Amount would have been reduced below zero (but not by more than the excess of
the Class A Investor Default Amount, if any, for such monthly period over the
amount of such reduction, if any, of the Collateral Interest Amount with
respect to such monthly period).

  In the event that such reduction would cause the Class B Investor Interest to
be a negative number, the Class B Investor Interest will be reduced to zero and
the Class A Investor Interest will be reduced by the amount by which the Class
B Investor Interest would have been reduced below zero (but not by more than
the

                                      S-30
<PAGE>

excess, if any, of the Class A Investor Default Amount for such monthly period
over the amount of the reductions, if any, of the Collateral Interest Amount
and the Class B Investor Interest with respect to such monthly period). Any
such reduction in the Class A Investor Interest will have the effect of slowing
or reducing the return of principal and interest to the Class A
certificateholders. In such case, the Class A certificateholders will bear
directly the credit and other risks associated with their interests in the
trust. See "--Defaulted Receivables; Investor Charge-Offs" in this prospectus
supplement.

  Class B Required Amount

  For each transfer date, the servicer will determine the "Class B Required
Amount," which will be equal to:

    (a) the amount, if any, equal to:

      (i) Class B Monthly Interest due on the related distribution date and
    overdue Class B Monthly Interest and Class B Additional Interest, if
    any; plus

      (ii) the Class B Servicing Fee for the related monthly period and
    overdue Class B Servicing Fee, if any; minus

      (iii) the Class B Available Funds for the related monthly period;
    plus

    (b) the Class B Investor Default Amount, if any, for the related monthly
  period.

  If the Class B Required Amount is greater than zero, the following
reallocations will occur:

  . Excess Spread allocated to Series 2000-K not required to pay the Class A
    Required Amount or to reimburse Class A Investor Charge-Offs will be used
    to fund the Class B Required Amount with respect to such transfer date;

  . if such Excess Spread is insufficient to fund the Class B Required
    Amount, Reallocated Collateral Principal Collections not required to fund
    the Class A Required Amount for the related monthly period will be used
    to fund the remaining Class B Required Amount; and

  . if such Reallocated Collateral Principal Collections with respect to the
    related monthly period are insufficient to fund the remaining Class B
    Required Amount, then the Collateral Interest Amount (after giving effect
    to reductions for any Collateral Charge-Offs and Reallocated Principal
    Collections on such transfer date and after any adjustments made thereto
    for the benefit of the Class A certificateholders) will be reduced by the
    amount of such deficiency (but not by more than the Class B Investor
    Default Amount for such monthly period).

  In the event that such a reduction would cause the Collateral Interest Amount
to be a negative number, the Collateral Interest Amount will be reduced to
zero, and the Class B Investor Interest will be reduced by the amount by which
the Collateral Interest Amount would have been reduced below zero (but not by
more than the excess of the Class B Investor Default Amount for such monthly
period over the amount of such reduction of the Collateral Interest Amount),
and the Class B certificateholders will bear directly the credit and other
risks associated with their interests in the trust. See "--Defaulted
Receivables; Investor Charge-Offs" in this prospectus supplement.

  Reductions of the Class A Investor Interest or Class B Investor Interest
described above shall be reimbursed by, and the Class A Investor Interest or
Class B Investor Interest increased to the extent of, Excess Spread available
for such purposes on each transfer date. See "--Application of Collections--
Excess Spread" in this prospectus supplement. When such reductions of the Class
A Investor Interest and Class B Investor Interest have been fully reimbursed,
reductions of the Collateral Interest Amount shall be reimbursed until
reimbursed in full in a similar manner.

  "Reallocated Class B Principal Collections" for any monthly period means
collections of principal receivables allocable to the Class B Investor Interest
for such monthly period in an amount not to exceed the amount applied to fund
the Class A Required Amount, if any; provided that such amount will not exceed
the Class B Investor Interest after giving effect to any Class B Investor
Charge-Offs for the related transfer date.

                                      S-31
<PAGE>

  "Reallocated Collateral Principal Collections" for any monthly period means
collections of principal receivables allocable to the Collateral Interest
Amount for such monthly period in an amount not to exceed the amount applied to
fund the Class A Required Amount and the Class B Required Amount, if any;
provided that such amount will not exceed the Collateral Interest Amount after
giving effect to any Collateral Charge-Offs for the related transfer date.

  "Reallocated Principal Collections" for any monthly period means the sum of
(a) the Reallocated Class B Principal Collections for such monthly period, if
any, and (b) the Reallocated Collateral Principal Collections for such monthly
period, if any.

Application of Collections

  Payment of Interest, Fees and Other Items

  The trustee, acting pursuant to the servicer's instructions, will apply the
Class A Available Funds, Class B Available Funds and Collateral Available Funds
in the finance charge account on each transfer date in the following priority:

    (a) An amount equal to the Class A Available Funds will be distributed in
  the following priority:

      (i) an amount equal to Class A Monthly Interest for the related
    distribution date, plus the amount of any overdue Class A Monthly
    Interest and Class A Additional Interest thereon, if any, will be
    deposited into the interest funding account for distribution to Class A
    certificateholders on the related interest payment date;

      (ii) an amount equal to the Class A Servicing Fee for the related
    monthly period, plus the amount of any overdue Class A Servicing Fee,
    will be paid to the servicer;

      (iii) an amount equal to the Class A Investor Default Amount, if any,
    for the related monthly period will be treated as a portion of
    Available Investor Principal Collections and deposited into the
    principal account for such transfer date; and

      (iv) the balance, if any, will constitute a portion of Excess Spread
    and will be allocated and distributed as described under "--Excess
    Spread" in this prospectus supplement.

    (b) An amount equal to the Class B Available Funds will be distributed in
  the following priority:

      (i) an amount equal to Class B Monthly Interest for the related
    distribution date, plus the amount of any overdue Class B Monthly
    Interest and Class B Additional Interest thereon, if any, will be
    deposited into the interest funding account for distribution to Class B
    certificateholders on the related interest payment date;

      (ii) an amount equal to the Class B Servicing Fee for the related
    monthly period, plus the amount of any overdue Class B Servicing Fee,
    will be paid to the servicer; and

      (iii) the balance, if any, will constitute a portion of Excess Spread
    and will be allocated and distributed as described under "--Excess
    Spread" in this prospectus supplement.

    (c) An amount equal to the Collateral Available Funds will be distributed
  in the following priority:

      (i) if MBNA or The Bank of New York is no longer the servicer, an
    amount equal to the Collateral Interest Servicing Fee, plus the amount
    of any overdue Collateral Interest Servicing Fee, for the related
    monthly period will be paid to the servicer; and

      (ii) the balance, if any, will constitute a portion of Excess Spread
    and will be allocated and distributed as described under "--Excess
    Spread" in this prospectus supplement.

  "Class A Monthly Interest" for any distribution date will equal the product
of:

    (a) the Class A certificate rate for the related interest period,

                                      S-32
<PAGE>

    (b) the actual number of days in such interest period divided by 360, and

    (c) the outstanding principal balance of the Class A certificates as of
  the related record date.

However, for the first distribution date, Class A Monthly Interest will be
equal to the interest accrued on the initial outstanding principal balance of
the Class A certificates at the Class A certificate rate for the period from
and including the closing date through but excluding January 16, 2001.

  "Class B Monthly Interest" for any distribution date will equal the product
of:

    (a) the Class B certificate rate for the related interest period,

    (b) the actual number of days in such interest period divided by 360, and

    (c) the outstanding principal balance of the Class B certificates as of
  the related record date.

However, for the first distribution date, Class B Monthly Interest will be
equal to the interest accrued on the initial outstanding principal balance of
the Class B certificates at the Class B certificate rate for the period from
and including the closing date through but excluding January 16, 2001.

  "Collateral Available Funds" means, for any monthly period, an amount equal
to the Collateral Floating Allocation of collections of finance charge
receivables and annual membership fees allocated to the Investor Interest with
respect to such monthly period (excluding the portion of collections of finance
charge receivables attributable to interchange that is allocable to Servicer
Interchange).

  "Excess Spread" means, for any transfer date, an amount equal to the sum of
the amounts described in clause (a)(iv), clause (b)(iii) and clause (c)(ii)
above.

  Excess Spread

  On each transfer date, the trustee, acting pursuant to the servicer's
instructions, will apply Excess Spread for the related monthly period, to make
the following distributions in the following priority:

    (a) an amount equal to the Class A Required Amount, if any, for such
  transfer date will be used to fund the Class A Required Amount, and if the
  Class A Required Amount for such transfer date exceeds the amount of Excess
  Spread, such Excess Spread will be applied:

    . first to pay amounts described in clause (a)(i) above under "--
      Payment of Interest, Fees and Other Items,"

    . second to pay amounts described in clause (a)(ii) above under "--
      Payment of Interest, Fees and Other Items," and

    . third to pay amounts described in clause (a)(iii) above under "--
      Payment of Interest, Fees and Other Items;"

    (b) an amount equal to the aggregate amount of Class A Investor Charge-
  Offs which have not been previously reimbursed will be deposited into the
  principal account and treated as a portion of Available Investor Principal
  Collections for such transfer date as described under "--Payments of
  Principal" below;

    (c) an amount equal to the Class B Required Amount, if any, for such
  transfer date will be used to fund the Class B Required Amount and will be
  applied:

    . first to pay amounts described in clause (b)(i) above under "--
      Payment of Interest, Fees and Other Items,"

    . second to pay amounts described in clause (b)(ii) above under "--
      Payment of Interest, Fees and Other Items," and

    . third, the amount remaining, up to the Class B Investor Default
      Amount, will be deposited into the principal account and treated as a
      portion of Available Investor Principal Collections for such transfer
      date as described under "--Payments of Principal" below;

                                      S-33
<PAGE>

    (d) an amount equal to the aggregate amount by which the Class B Investor
  Interest has been reduced below the initial Class B Investor Interest for
  reasons other than the payment of principal to the Class B
  certificateholders (but not in excess of the aggregate amount of such
  reductions which have not been previously reimbursed) will be deposited
  into the principal account and treated as a portion of Available Investor
  Principal Collections for such transfer date as described under "--Payments
  of Principal" below;

    (e) an amount equal to Collateral Minimum Monthly Interest for such
  transfer date, plus the amount of any Collateral Minimum Monthly Interest
  previously due but not distributed to the Collateral Interest holder on a
  prior transfer date, will be distributed to the Collateral Interest holder
  for distribution in accordance with the agreement among MBNA and the
  Collateral Interest holder relating to the transfer of the Collateral
  Interest to the Collateral Interest holder;

    (f) if MBNA or The Bank of New York is the servicer, an amount equal to
  the Collateral Interest Servicing Fee, plus the amount of any overdue
  Collateral Interest Servicing Fee, for the related monthly period will be
  paid to the servicer;

    (g) an amount equal to the aggregate Collateral Default Amount, if any,
  for such transfer date will be deposited into the principal account and
  treated as a portion of Available Investor Principal Collections for such
  transfer date as described under "--Payments of Principal" below;

    (h) an amount equal to the aggregate amount by which the Collateral
  Interest Amount has been reduced for reasons other than the payment of
  principal to the Collateral Interest holder (but not in excess of the
  aggregate amount of such reductions which have not been previously
  reimbursed) will be deposited into the principal account and treated as a
  portion of Available Investor Principal Collections for such transfer date
  as described under "--Payments of Principal" below;

    (i) on each transfer date from and after the funding of the reserve
  account, but prior to the date on which the reserve account terminates as
  described under "--Reserve Account" in this prospectus supplement, an
  amount up to the excess, if any, of the Required Reserve Account Amount
  over the amount available to be withdrawn from the reserve account shall be
  deposited into the reserve account; and

    (j) the balance, if any, after giving effect to the payments made
  pursuant to subparagraphs (a) through (i) above shall be distributed to the
  Collateral Interest holder.

  "Collateral Minimum Monthly Interest" for any transfer date will equal the
product of:

    (a) an amount equal to the London interbank offered rate for one-month
  United States dollar deposits plus 1.00% per annum or such lesser amount as
  may be designated in the transfer agreement among MBNA and the Collateral
  Interest holder relating to the transfer of the Collateral Interest to the
  Collateral Interest holder;

    (b) the actual number of days in the related interest period divided by
  360; and

    (c) the Collateral Interest Initial Amount less the aggregate amount
  distributed to the Collateral Interest holder in respect of Collateral
  Monthly Principal for all prior transfer dates.

  Payments of Principal

  On each transfer date, the trustee, acting pursuant to the servicer's
instructions, will distribute Available Investor Principal Collections on
deposit in the principal account in the following priority:

    (a) during the Revolving Period, all such Available Investor Principal
  Collections will be treated as Shared Principal Collections and applied as
  described under "--Shared Principal Collections" in this

                                      S-34
<PAGE>

  prospectus supplement and "Description of the Certificates--Shared
  Principal Collections" in the accompanying prospectus;

    (b) during the Controlled Accumulation Period or the Rapid Amortization
  Period, all such Available Investor Principal Collections will be
  distributed or deposited in the following priority:

      (i) an amount equal to Class A Monthly Principal will be deposited in
    the principal funding account (during the Controlled Accumulation
    Period) or distributed (on the related distribution date) to the Class
    A certificateholders (during the Rapid Amortization Period);

      (ii) an amount equal to Class B Monthly Principal will be:

        (x) after an amount equal to the Class A Investor Interest has
      been deposited in the principal funding account (taking into account
      deposits to be made on such transfer date), deposited in the
      principal funding account (during the Controlled Accumulation
      Period); or

        (y) after the Class A Investor Interest has been paid in full
      (taking into account payments to be made on the related distribution
      date), distributed on the related distribution date to the Class B
      certificateholders (during the Rapid Amortization Period); and

      (iii) an amount equal to Collateral Monthly Principal will be:

        (x) after an amount equal to the sum of the Class A Investor
      Interest and the Class B Investor Interest has been deposited in the
      principal funding account, deposited in the principal funding
      account (during the Controlled Accumulation Period); or

        (y) after the Class B Investor Interest has been paid in full
      (taking into account distributions to be made on the related
      distribution date), distributed on such transfer date to the
      Collateral Interest holder (during the Rapid Amortization Period);

    (c) during the Controlled Accumulation Period and the Rapid Amortization
  Period, the balance of Available Investor Principal Collections not applied
  pursuant to (b) above, if any, will be treated as Shared Principal
  Collections and applied as described under "--Shared Principal Collections"
  in this prospectus supplement and "Description of the Certificates--Shared
  Principal Collections" in the accompanying prospectus.

  The final payment of principal and interest on the certificates will be made
no later than March 17, 2008, or, if that date is not a business day, the next
business day (such date, the "Series 2000-K Termination Date").

  "Class A Monthly Principal" for any transfer date relating to (a) the
Controlled Accumulation Period, prior to the deposit in full of an amount equal
to the Class A Investor Interest in the principal funding account, or (b) the
Rapid Amortization Period, prior to the payment in full of the Class A Investor
Interest, will equal the least of:

    (i) the Available Investor Principal Collections on deposit in the
  principal account for such transfer date;

    (ii) for each transfer date with respect to the Controlled Accumulation
  Period, the Controlled Deposit Amount for such transfer date; and

    (iii) the Class A Adjusted Investor Interest prior to any deposits on
  such transfer date.

  "Class B Monthly Principal" for any transfer date relating to (a) the
Controlled Accumulation Period, beginning with the transfer date on which an
amount equal to the Class A Investor Interest has been deposited in the
principal funding account (after taking into account deposits to be made on
such transfer date), or (b) the Rapid Amortization Period, beginning with the
transfer date immediately preceding the distribution date on

                                      S-35
<PAGE>

which the Class A certificates will be paid in full (after taking into account
payments to be made on the related distribution date), will equal the least of:

    (i) the Available Investor Principal Collections on deposit in the
  principal account with respect to such transfer date (minus the portion of
  such Available Investor Principal Collections applied to Class A Monthly
  Principal on such transfer date);

    (ii) for each transfer date with respect to the Controlled Accumulation
  Period, the Controlled Deposit Amount for such transfer date (minus the
  Class A Monthly Principal for such transfer date); and

    (iii) the Class B Adjusted Investor Interest prior to any deposits on
  such transfer date.

  "Collateral Monthly Principal" for any transfer date relating to (a) the
Controlled Accumulation Period, beginning with the transfer date on which an
amount equal to the sum of (i) the Class A Investor Interest and (ii) the Class
B Investor Interest has been deposited in the principal funding account (after
taking into account deposits to be made on such transfer date), or (b) the
Rapid Amortization Period, beginning with the transfer date immediately
preceding the distribution date on which the Class B certificates will be paid
in full (after taking into account payments to be made on the related
distribution date), will equal the least of:

    (i) the Available Investor Principal Collections on deposit in the
  principal account with respect to such transfer date (minus the portion of
  such Available Investor Principal Collections applied to Class A Monthly
  Principal and Class B Monthly Principal on such transfer date);

    (ii) for each transfer date with respect to the Controlled Accumulation
  Period, the Controlled Deposit Amount for such transfer date (minus the sum
  of the Class A Monthly Principal and the Class B Monthly Principal for such
  transfer date); and

    (iii) the Collateral Interest Adjusted Amount prior to any deposits on
  such transfer date.

  "Controlled Deposit Amount" means for any transfer date during the Controlled
Accumulation Period, the sum of the applicable Controlled Accumulation Amount
and the applicable Accumulation Shortfall.

  "Controlled Accumulation Amount" means for any transfer date during the
Controlled Accumulation Period, $62,500,000. However, if the commencement of
the Controlled Accumulation Period is delayed as described above under "--
Postponement of Controlled Accumulation Period," the Controlled Accumulation
Amount may be higher than the amount stated above for each transfer date with
respect to the Controlled Accumulation Period and will be determined by the
servicer in accordance with the master agreement based on the principal payment
rates for the accounts of the trust and on the Investor Interests of other
series (other than certain excluded series) which are scheduled to be in their
revolving periods and then scheduled to create Shared Principal Collections
during the Controlled Accumulation Period.

  "Accumulation Shortfall" means:

    (a) on the first transfer date during the Controlled Accumulation Period,
  the excess, if any, of the Controlled Accumulation Amount for such transfer
  date over the amount deposited in the principal funding account on such
  transfer date; and

    (b) on each subsequent transfer date during the Controlled Accumulation
  Period, the excess, if any, of the applicable Controlled Accumulation
  Amount for such subsequent transfer date plus any Accumulation Shortfall
  for the prior transfer date over the amount deposited in the principal
  funding account on such subsequent transfer date.

Shared Principal Collections

  Collections of principal receivables for any monthly period allocated to the
Investor Interest will first be used to cover:

    (a) during the Controlled Accumulation Period, deposits of the applicable
  Controlled Deposit Amount to the principal funding account; and

                                      S-36
<PAGE>

    (b) during the Rapid Amortization Period, payments to the
  certificateholders and the Collateral Interest holder.

  The servicer will determine the amount of collections of principal
receivables for any monthly period allocated to the Investor Interest remaining
after covering required payments to the certificateholders and the Collateral
Interest holder and any similar amount remaining for any other series in group
one, called "Shared Principal Collections." The servicer will allocate the
Shared Principal Collections to cover any scheduled or permitted principal
distributions to certificateholders and deposits to principal funding accounts,
if any, for any series in group one which have not been covered out of the
collections of principal receivables allocable to such series and certain other
amounts for such series. If these principal shortfalls exceed Shared Principal
Collections for any monthly period, Shared Principal Collections will be
allocated pro rata among the applicable series in group one based on the
relative amounts of principal shortfalls. To the extent that Shared Principal
Collections exceed principal shortfalls, the balance will, subject to certain
limitations, be paid to the holder of the Seller Interest.

Defaulted Receivables; Investor Charge-Offs
  On or before each transfer date, the servicer will calculate the Aggregate
Investor Default Amount for the preceding monthly period. The term "Aggregate
Investor Default Amount" means, for any monthly period, the sum of the Investor
Default Amounts for such monthly period. The term "Investor Default Amount"
means, for any receivable, the product of:
    (a) the Floating Investor Percentage on the day the applicable account
  became a defaulted account; and
    (b) the "Default Amount," which is the aggregate amount of principal
  receivables (other than ineligible receivables) in such account on the day
  such account became a defaulted account.

  A portion of the Aggregate Investor Default Amount will be allocated to the
Class A certificateholders on each transfer date. This allocable amount is
called the "Class A Investor Default Amount," and is equal to the product of
the Class A Floating Allocation applicable during the related monthly period
and the Aggregate Investor Default Amount for such monthly period.

  A portion of the Aggregate Investor Default Amount will be allocated to the
Class B certificateholders on each transfer date. This allocable amount is
called the "Class B Investor Default Amount," and is equal to the product of
the Class B Floating Allocation applicable during the related monthly period
and the Aggregate Investor Default Amount for such monthly period.

  A portion of the Aggregate Investor Default Amount will be allocated to the
Collateral Interest holder on each transfer date. This allocable amount is
called the "Collateral Default Amount," and is equal to the product of the
Collateral Floating Allocation applicable during the related monthly period and
the Aggregate Investor Default Amount for such monthly period.

  Class A Investor Default Amount
  On each transfer date, if the Class A Investor Default Amount for such
transfer date exceeds the amount of Class A Available Funds, Excess Spread and
Reallocated Principal Collections available to fund such amount with respect to
the monthly period immediately preceding such transfer date as described under
"--Application of Collections--Excess Spread" in this prospectus supplement,
the Collateral Interest Amount (after giving effect to reductions for any
Collateral Charge-Offs and any Reallocated Principal Collections on such
transfer date) will be reduced by the amount of such excess, but not more than
the lesser of the Class A Investor Default Amount and the Collateral Interest
Amount (after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Principal Collections on such transfer date) for such transfer
date.

  In the event that such reduction would cause the Collateral Interest Amount
to be a negative number, the Collateral Interest Amount will be reduced to
zero, and the Class B Investor Interest (after giving effect to reductions for
any Class B Investor Charge-Offs and any Reallocated Class B Principal
Collections on such

                                      S-37
<PAGE>

transfer date for which the Collateral Interest Amount is not reduced) will be
reduced by the amount by which the Collateral Interest Amount would have been
reduced below zero.

  In the event that such reduction would cause the Class B Investor Interest to
be a negative number, the Class B Investor Interest will be reduced to zero,
and the Class A Investor Interest will be reduced by the amount by which the
Class B Investor Interest would have been reduced below zero, but not more than
the Class A Investor Default Amount for such transfer date. This reduction in
the Class A Investor Interest is called a "Class A Investor Charge-Off."

  If the Class A Investor Interest has been reduced by the amount of any Class
A Investor Charge-Offs, it will be reimbursed on any transfer date (but not by
an amount in excess of the aggregate Class A Investor Charge-Offs) by the
amount of Excess Spread allocated and available for such purpose as described
under""--Application of Collections--Excess Spread" in this prospectus
supplement.

  Class B Investor Default Amount
  On each transfer date, if the Class B Investor Default Amount for such
transfer date exceeds the amount of Excess Spread and Reallocated Collateral
Principal Collections which are allocated and available to fund such amount
with respect to the monthly period preceding such transfer date as described
under "--Application of Collections--Excess Spread" in this prospectus
supplement, the Collateral Interest Amount (after giving effect to reductions
for any Collateral Charge-Offs and any Reallocated Principal Collections on
such transfer date and after giving effect to any adjustments with respect
thereto as described in the preceding paragraph) will be reduced by the amount
of such excess. Such reduction, however will not be more than the lesser of the
Class B Investor Default Amount and the Collateral Interest Amount (after
giving effect to reductions for any Collateral Charge-Offs and any Reallocated
Principal Collections on such transfer date and after giving effect to any
adjustments with respect thereto as described in "--Class A Investor Default
Amount" above) for such transfer date.

  In the event that such reduction would cause the Collateral Interest Amount
to be a negative number, the Collateral Interest Amount will be reduced to zero
and the Class B Investor Interest will be reduced by the amount by which the
Collateral Interest Amount would have been reduced below zero, but not more
than the Class B Investor Default Amount for such transfer date. This reduction
in the Class B Investor Interest is called a "Class B Investor Charge-Off."

  The Class B Investor Interest will also be reduced by the amount of
Reallocated Class B Principal Collections in excess of the Collateral Interest
Amount (after giving effect to reductions for any Collateral Charge-Offs and
any Reallocated Collateral Principal Collections on such transfer date) and the
amount of any portion of the Class B Investor Interest allocated to the Class A
certificates to avoid a reduction in the Class A Investor Interest. The Class B
Investor Interest will thereafter be reimbursed (but not in excess of the
unpaid principal balance of the Class B certificates) on any transfer date by
the amount of Excess Spread allocated and available for that purpose as
described under "--Application of Collections--Excess Spread" in this
prospectus supplement.

  Collateral Default Amount

  On each transfer date, if the Collateral Default Amount for such transfer
date exceeds the amount of Excess Spread which is allocated and available to
fund such amount as described under "--Application of Collections--Excess
Spread" in this prospectus supplement, the Collateral Interest Amount will be
reduced by the amount of such excess, but not more than the lesser of the
Collateral Default Amount and the Collateral Interest Amount for such transfer
date. This reduction in the Collateral Interest Amount is called a "Collateral
Charge-Off."

  The Collateral Interest Amount will also be reduced by the amount of
Reallocated Principal Collections and the amount of any portion of the
Collateral Interest Amount allocated to the Class A certificates to avoid a
reduction in the Class A Investor Interest or to the Class B certificates to
avoid a reduction in the Class B Investor Interest. The Collateral Interest
Amount will thereafter be reimbursed on any transfer date by the amount of
Excess Spread allocated and available for that purpose as described under "--
Application of Collections--Excess Spread" in this prospectus supplement.

                                      S-38
<PAGE>

Principal Funding Account

  The trustee will establish and maintain with a Qualified Institution the
principal funding account as a segregated trust account held for the benefit of
the certificateholders and the Collateral Interest holder. During the
Controlled Accumulation Period, the trustee at the direction of the servicer
will transfer collections in respect of principal receivables (other than
Reallocated Principal Collections) and Shared Principal Collections from other
series, if any, allocated to the Series 2000-K certificates from the principal
account to the principal funding account as described under "--Application of
Collections" in this prospectus supplement.

  Funds on deposit in the principal funding account will be invested to the
following transfer date by the trustee at the direction of the servicer in
Permitted Investments. During the Controlled Accumulation Period, investment
earnings (net of investment losses and expenses) on funds on deposit in the
principal funding account will be deposited in the finance charge account and
included in Class A Available Funds and Class B Available Funds. If, for any
transfer date, these amounts are less than the Covered Amount, the amount of
such deficiency shall be withdrawn, to the extent required and available, from
the reserve account and deposited in the finance charge account and included as
Class A Available Funds or Class B Available Funds, as applicable, for such
transfer date. See "--Reserve Account" in this prospectus supplement.

  "Covered Amount" means, with respect to any transfer date, the sum of:

    (a) with respect to the Class A certificates, the product of:

      (i) the Class A certificate rate for the related interest period;

      (ii) a fraction, the numerator of which is the actual number of days
    in the related interest period, and the denominator of which is 360;
    and

      (iii) the aggregate amount on deposit in the principal funding
    account with respect to Class A Monthly Principal as of the record date
    immediately preceding such transfer date; and

    (b) with respect to the Class B certificates, the product of:

      (i) the Class B certificate rate for the related interest period;

      (ii) a fraction, the numerator of which is the actual number of days
    in the related interest period, and the denominator of which is 360;
    and

      (iii) the aggregate amount on deposit in the principal funding
    account with respect to Class B Monthly Principal as of the record date
    immediately preceding such transfer date.

Interest Funding Account

  The trustee will establish and maintain with a Qualified Institution the
interest funding account as a segregated trust account held for the benefit of
the certificateholders. On each transfer date, the trustee at the direction of
the servicer will transfer collections in respect of finance charge receivables
from the finance charge account to the interest funding account as described
under "--Application of Collections" in this prospectus supplement. All amounts
on deposit in the interest funding account on any transfer date (after giving
effect to any deposits to, or withdrawals from, the interest funding account to
be made on such transfer date) will be invested to the following transfer date
by the trustee at the direction of the servicer in Permitted Investments. The
interest and other investment income (net of investment expenses and losses)
earned on such investments will be deposited in the finance charge account and
treated as Class A Available Funds.

Reserve Account

  The trustee will establish and maintain with a Qualified Institution the
reserve account as a segregated trust account held for the benefit of the
certificateholders and the Collateral Interest holder. The reserve account is
established to assist with the subsequent distribution of interest on the
certificates during the Controlled Accumulation Period and on the first
transfer date for the Rapid Amortization Period. On each transfer date from and
after the transfer date on which funding of the reserve account begins, but
prior to the termination of the reserve account, the trustee, acting pursuant
to the servicer's instructions, will apply Excess Spread allocated to the
certificates (to the extent described above under "--Application of
Collections--Excess

                                      S-39
<PAGE>

Spread" in this prospectus supplement) to increase the amount on deposit in the
reserve account (to the extent such amount is less than the Required Reserve
Account Amount). The reserve account will begin to be funded no later than
three months prior to the commencement of the Controlled Accumulation Period,
or such earlier date as the servicer may determine.

  The "Required Reserve Account Amount" for any transfer date will be equal to
(a) 0.5% of the outstanding principal balance of the Class A certificates or
(b) any other amount designated by the seller, except that if such designation
is of a lesser amount, the seller will provide the servicer, the Collateral
Interest holder and the trustee with evidence that the Rating Agency Condition
has been satisfied, and the seller will deliver to the trustee a certificate of
an authorized officer of the seller to the effect that, based on the facts
known to such officer at such time, in the reasonable belief of the seller,
such designation will not cause a Pay Out Event or an event that, after the
giving of notice or the lapse of time, would cause a Pay Out Event to occur
with respect to Series 2000-K.

  On each transfer date, after giving effect to any deposit to be made to, and
any withdrawal to be made from, the reserve account on such transfer date, the
trustee will withdraw from the reserve account an amount equal to the excess,
if any, of the amount on deposit in the reserve account over the Required
Reserve Account Amount and will distribute such excess to the Collateral
Interest holder. Any amounts withdrawn from the reserve account and distributed
to the Collateral Interest holder will not be available for distribution to the
certificateholders.

  So long as the reserve account is not terminated as described below, all
amounts on deposit in the reserve account on any transfer date (after giving
effect to any deposits to, or withdrawals from, the reserve account to be made
on such transfer date) will be invested to the following transfer date by the
trustee at the direction of the servicer in Permitted Investments. The interest
and other investment income (net of investment expenses and losses) earned on
such investments will be retained in the reserve account (to the extent the
amount on deposit is less than the Required Reserve Account Amount) or
deposited in the finance charge account and treated as Class A Available Funds.

  On or before each transfer date for the Controlled Accumulation Period and on
the first transfer date for the Rapid Amortization Period, a withdrawal will be
made from the reserve account, and the amount of such withdrawal will be
deposited in the finance charge account and included as Class A Available Funds
or Class B Available Funds, as provided in the Series 2000-K supplement.
However, the amount of such withdrawal will be reduced to the extent that funds
otherwise would be available to be deposited in the reserve account on such
transfer date.

  The reserve account will be terminated upon the earliest to occur of:

    (a) the termination of the trust pursuant to the master agreement;

    (b) the first transfer date for the Rapid Amortization Period; and

    (c) the transfer date immediately preceding the scheduled payment date.

  Upon the termination of the reserve account, all amounts on deposit therein
(after giving effect to any withdrawal from the reserve account on such date as
described above) will be distributed to the Collateral Interest holder. Any
amounts withdrawn from the reserve account and distributed to the Collateral
Interest holder will not be available for distribution to the
certificateholders.

Pay Out Events

  The Revolving Period will continue through September 30, 2004 (unless such
date is postponed as described under "--Postponement of Controlled Accumulation
Period" in this prospectus supplement), unless a Pay Out Event occurs prior to
such date. A "Pay Out Event" refers to any of the following events:

    (a) failure on the part of the seller:

                                      S-40
<PAGE>

      (i) to make any payment or deposit on the date required under the
    master agreement or the Series 2000-K supplement (or within the
    applicable grace period which shall not exceed five days); or

      (ii) to observe or perform in any material respect any other
    covenants or agreements of the seller set forth in the master agreement
    or the Series 2000-K supplement, which failure has a material adverse
    effect on the certificateholders (which determination shall be made
    without reference to whether any funds are available under the
    Collateral Interest) and which continues unremedied for a period of 60
    days after written notice of such failure, requiring the same to be
    remedied, and continues to materially and adversely affect the
    interests of the certificateholders (which determination shall be made
    without reference to whether any funds are available under the
    Collateral Interest) for such period;

    (b) any representation or warranty made by the seller in the master
  agreement or the Series 2000-K supplement, or any information required to
  be given by the seller to the trustee to identify the accounts, proves to
  have been incorrect in any material respect when made or delivered and
  which continues to be incorrect in any material respect for a period of 60
  days after written notice of such failure, requiring the same to be
  remedied, and as a result of which the interests of the certificateholders
  are materially and adversely affected (which determination shall be made
  without reference to whether any funds are available under the Collateral
  Interest) and continue to be materially and adversely affected for such
  period, except that a Pay Out Event pursuant to this subparagraph (b) will
  not occur if the seller has accepted reassignment of the related receivable
  or all such receivables, if applicable, during such period (or such longer
  period as the trustee may specify) in accordance with the provisions of the
  master agreement;

    (c) the average of the Portfolio Yields for any three consecutive monthly
  periods is less than the average of the Base Rates for such period;

    (d) a failure by the seller to convey receivables arising under
  additional accounts, or participations, to the trust when required by the
  master agreement;

    (e)  any servicer default occurs which would have a material adverse
  effect on the certificateholders;

    (f) insufficient moneys available to pay the Investor Interest on the
  scheduled payment date;

    (g) certain events of insolvency, conservatorship or receivership
  relating to the seller;

    (h) the seller becomes unable for any reason to transfer receivables to
  the trust in accordance with the provisions of the master agreement; or

    (i) the trust becomes an "investment company" within the meaning of the
  Investment Company Act of 1940, as amended.

  The term "Base Rate" means, with respect to any monthly period, the
annualized percentage equivalent of a fraction:

  . the numerator of which is the sum of Class A Monthly Interest, Class B
    Monthly Interest and Collateral Minimum Monthly Interest, each for the
    related interest period, and the Investor Servicing Fee and the Servicer
    Interchange, each for such monthly period; and

  . the denominator of which is the Investor Interest as of the close of
    business on the last day of such monthly period.

  The term "Portfolio Yield" means, with respect to any monthly period, the
annualized percentage equivalent of a fraction:

  . the numerator of which is the sum of collections of finance charge
    receivables, annual membership fees, principal funding account investment
    earnings, interest funding account investment earnings and amounts
    withdrawn from the reserve account, and allocable to the Class A
    certificates, the Class B

                                      S-41
<PAGE>

   certificates and the Collateral Interest for such monthly period,
   calculated on a cash basis after subtracting the Aggregate Investor
   Default Amount for such monthly period; and

  . the denominator of which is the Investor Interest as of the close of
    business on the last day of such monthly period.

  In the case of any event described in clause (a), (b) or (e) above, a Pay Out
Event will occur only if, after any applicable grace period, either the trustee
or the certificateholders and the Collateral Interest holder evidencing
interests aggregating not less than 50% of the Investor Interest, by written
notice to the seller and the servicer (and to the trustee if given by the
certificateholders) declare that a Pay Out Event has occurred as of the date of
such notice.

  In the case of any event described in clause (g), (h) or (i), a Pay Out Event
with respect to all series then outstanding, and in the case of any event
described in clause (c), (d) or (f), a Pay Out Event with respect to only the
certificates of Series 2000-K will occur without any notice or other action on
the part of the trustee or the certificateholders immediately upon the
occurrence of such event.

  On the date on which a Pay Out Event occurs, the Rapid Amortization Period
will commence.

  See "Description of the Certificates--Pay Out Events" in the accompanying
prospectus for an additional discussion of the consequences of an insolvency,
conservatorship or receivership of the seller.

Servicing Compensation and Payment of Expenses

  The share of the servicing fee allocable to the Investor Interest for any
transfer date, called the "Investor Servicing Fee," will equal one-twelfth of
the product of (a) 2.0% and (b) the Adjusted Investor Interest as of the last
day of the monthly period preceding such transfer date, except that for the
first transfer date, the Investor Servicing Fee will be equal to $1,666,666.67.
On each transfer date, if MBNA or The Bank of New York is the servicer,
Servicer Interchange for the related monthly period that is on deposit in the
finance charge account will be withdrawn from the finance charge account and
paid to the servicer in payment of a portion of the Investor Servicing Fee for
such monthly period.

  The "Servicer Interchange" for any monthly period for which MBNA or The Bank
of New York is the servicer will be an amount equal to the portion of
collections of finance charge receivables allocated to the Investor Interest
for such monthly period that is attributable to interchange. However, Servicer
Interchange for a monthly period will not exceed one-twelfth of the product of
(i) the Adjusted Investor Interest, as of the last day of such monthly period
and (ii) 0.75%; except that for the first transfer date, the Servicer
Interchange may equal but shall not exceed $625,000.00. In the case of any
insufficiency of Servicer Interchange on deposit in the finance charge account,
a portion of the Investor Servicing Fee with respect to such monthly period
will not be paid to the extent of such insufficiency and in no event shall the
trust, the trustee, the certificateholders or the Collateral Interest holder be
liable for the share of the Servicing Fee to be paid out of Servicer
Interchange.

  The "Class A Servicing Fee" is the share of the Investor Servicing Fee
allocable to the Class A certificateholders for any transfer date and is equal
to one-twelfth of the product of (a) the Class A Floating Allocation, (b)
1.25%, or if MBNA or The Bank of New York is not the servicer, 2.0% (the "Net
Servicing Fee Rate") and (c) the Adjusted Investor Interest as of the last day
of the monthly period preceding such transfer date; except that for the first
transfer date the Class A Servicing Fee will be equal to $885,416.67.

  The "Class B Servicing Fee" is the share of the Investor Servicing Fee
allocable to the Class B certificateholders for any transfer date and is equal
to one-twelfth of the product of (a) the Class B Floating Allocation, (b) the
Net Servicing Fee Rate and (c) the Adjusted Investor Interest as of the last
day of the monthly period preceding such transfer date; except that for the
first transfer date the Class B Servicing Fee will be equal to $78,125.00.

  The "Collateral Interest Servicing Fee" is the share of the Investor
Servicing Fee allocable to the Collateral Interest holder for any transfer date
and is equal to one-twelfth of the product of (a) the Collateral Floating
Allocation, (b) the Net Servicing Fee Rate and (c) the Adjusted Investor
Interest as of the last day of

                                      S-42
<PAGE>

the monthly period preceding such transfer date; except that for the first
transfer date the Collateral Interest Servicing Fee will be equal to
$78,125.00.

  The remainder of the servicing fee will be paid by the holder of the Seller
Interest or other series (as provided in the related series supplements) or, to
the extent of any insufficiency of Servicer Interchange as described above, not
be paid. In no event shall the trust, the trustee, the certificateholders or
the Collateral Interest holder be liable for the share of the servicing fee to
be paid out of Servicer Interchange. The Class A Servicing Fee and the Class B
Servicing Fee will be payable to the servicer solely to the extent amounts are
available for distribution in respect thereof as described under "--Application
of Collections--Payment of Interest, Fees and Other Items" in this prospectus
supplement.

  The servicer will pay from its servicing compensation certain expenses
incurred in connection with servicing the receivables including, without
limitation, payment of the fees and disbursements of the trustee and
independent certified public accountants and other fees which are not expressly
stated in the master agreement to be payable by the trust, the
certificateholders or the Collateral Interest holder other than federal, state
and local income and franchise taxes, if any, of the trust.

Amendments

  In addition to being subject to amendment as described in "Description of the
Certificates--Amendments" in the accompanying prospectus, the Series 2000-K
supplement may be amended by the seller without the consent of the servicer,
the trustee or any certificateholder if the seller provides the trustee with
(a) an opinion of counsel to the effect that such amendment or modification
would reduce the risk that the trust would be treated as taxable as a publicly
traded partnership pursuant to Section 7704 of the Internal Revenue Code of
1986, as amended and (b) a certificate that such amendment or modification
would not materially and adversely affect any certificateholder, except that no
such amendment shall be deemed effective without the trustee's consent, if the
trustee's rights, duties and obligations under the Series 2000-K supplement are
thereby modified. Promptly after the effectiveness of any such amendment, the
seller shall deliver a copy of such amendment to each of the servicer, the
trustee and each rating agency described in the Series 2000-K supplement.

                              ERISA Considerations

General

  Subject to the consideration described below and in the prospectus, the Class
A certificates may be purchased by, on behalf of, or with "plan assets" of any
employee benefit or other plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal
Revenue Code of 1986, as amended. Any plan fiduciary that proposes to cause a
plan to acquire any of the Class A certificates should consult with its counsel
with respect to the potential consequences under ERISA and the Internal Revenue
Code of the plan's acquisition and ownership of such Class A certificates. See
"ERISA Considerations" in the accompanying prospectus.

  The Class B certificates may not be acquired or held by any plan other than
an insurance company investing assets of its general account. By its acceptance
of a Class B certificate, each Class B certificateholder will be deemed to have
represented and warranted that either (i) it is not and will not be a plan or
(ii) it is an insurance company, it acquired and will hold the Class B
certificates solely with assets of its general account, and such acquisition
and holding satisfies the conditions applicable under Sections I and III of
Department of Labor Prohibited Transaction Class Exemption 95-60.

PTE 98-13

  The Department of Labor has issued an individual exemption, Prohibited
Transaction Exemption 98-13 (Exemption Application No. D-10304), 63 Fed. Reg.
17,020 (April 7, 1998), to MBNA relating to (1) the initial purchase, the
holding and the subsequent resale by plans of senior certificates representing
an undivided interest in a credit card trust with respect to which MBNA is the
sponsor; and (2) the servicing, operation and management of such trust,
provided that the general conditions and certain other conditions set forth in
the exemption are satisfied. The exemption will apply to the acquisition,
holding and resale of the Class A

                                      S-43
<PAGE>

certificates by, on behalf of, or with "plan assets" of a plan, provided that
certain conditions, including the conditions described in "ERISA
Considerations" in the accompanying prospectus, are met.

  The seller believes that the MBNA exemption will apply to the acquisition and
holding of the Class A certificates by plans and that all conditions of the
exemption, other than those within the control of the investors, will be met.

  Any plan fiduciary considering whether to purchase any Class A certificates
on behalf of, or with "plan assets" of, a plan should consult with its counsel
regarding the applicability of the fiduciary responsibility and prohibited
transaction provisions of ERISA and Section 4975 of the Internal Revenue Code
to such investment. Among other things, before purchasing any Class A
certificates, a plan fiduciary should make its own determination as to the
availability of the relief provided in the MBNA exemption and also consider the
availability of any other prohibited transaction exemptions.

                                  Underwriting

  Subject to the terms and conditions set forth in the underwriting agreement
as supplemented by a terms agreement relating to the Class A certificates
between the seller and the Class A underwriters named below, and the
underwriting agreement as supplemented by a terms agreement relating to the
Class B certificates between the seller and the Class B underwriters named
below, the seller has agreed to sell to the underwriters, and each of the
underwriters has severally agreed to purchase, the principal amount of the
certificates set forth opposite its name:

<TABLE>
<CAPTION>
                                                             Principal Amount of
                                                                   Class A
   Class A Underwriters                                         Certificates
   --------------------                                      -------------------
   <S>                                                       <C>
   Chase Securities Inc.....................................    $ 91,071,430
   J.P. Morgan Securities Inc...............................      91,071,430
   Banc of America Securities LLC...........................      91,071,428
   Banc One Capital Markets, Inc............................      91,071,428
   Credit Suisse First Boston Corporation...................      91,071,428
   Deutsche Bank Securities Inc.............................      91,071,428
   Lehman Brothers Inc......................................      91,071,428
                                                                ------------
     Total..................................................    $637,500,000
                                                                ============
<CAPTION>
                                                             Principal Amount of
                                                                   Class B
   Class B Underwriters                                         Certificates
   --------------------                                      -------------------
   <S>                                                       <C>
   Chase Securities Inc.....................................    $ 28,125,000
   J.P. Morgan Securities Inc...............................      28,125,000
                                                                ------------
     Total..................................................    $ 56,250,000
                                                                ============
</TABLE>

  In the Class A underwriting agreement, the Class A underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Class A certificates offered hereby if any of the Class A certificates are
purchased. In the Class B underwriting agreement, the Class B underwriters have
agreed, subject to the terms and conditions set forth therein, to purchase all
of the Class B certificates offered hereby if any of the Class B certificates
are purchased.

  The Class A underwriters propose initially to offer the Class A certificates
to the public at 100% of their principal amount and to certain dealers at such
price less concessions not in excess of 0.135% of the principal amount of the
Class A certificates. The Class A underwriters may allow, and such dealers may
reallow, concessions not in excess of 0.105% of the principal amount of the
Class A certificates to certain brokers and dealers. After the initial public
offering, the public offering price and other selling terms may be changed by
the Class A underwriters.

                                      S-44
<PAGE>

  The Class B underwriters propose initially to offer the Class B certificates
to the public at 100% of their principal amount and to certain dealers at such
price less concessions not in excess of 0.150% of the principal amount of the
Class B certificates. The Class B underwriters may allow, and such dealers may
reallow, concessions not in excess of 0.120% of the principal amount of the
Class B certificates to certain brokers and dealers. After the initial public
offering, the public offering price and other selling terms may be changed by
the Class B underwriters.

  We will receive proceeds of approximately $692,175,000 from the sale of the
certificates (representing 99.775% of the principal amount of each Class A
certificate and 99.750% of the principal amount of each Class B certificate)
after paying the sum of the underwriting discount of $1,575,000 (representing
0.225% of the principal amount of each Class A certificate and 0.250% of the
principal amount of each Class B certificate). Additional offering expenses are
estimated to be $800,000.

  Each underwriter has represented and agreed that:

    (a) it has complied and will comply with all applicable provisions of the
  Financial Services Act 1986 with respect to anything done by it in relation
  to the certificates in, from or otherwise involving the United Kingdom;

    (b) it has only issued or passed on and will only issue or pass on in the
  United Kingdom any document received by it in connection with the issue or
  sale of the certificates to a person who is of a kind described in Article
  11(3) of the Financial Services Act 1986 (Investment Advertisements)
  (Exemptions) Order 1996 or is a person to whom such document may otherwise
  lawfully be issued or passed on;

    (c) if it is an authorized person under Chapter III of part I of the
  Financial Services Act 1986, it has only promoted and will only promote (as
  that term is defined in Regulation 1.02(2) of the Financial Services
  (Promotion of Unregulated Schemes) Regulations 1991) to any person in the
  United Kingdom the scheme described in this prospectus supplement and the
  accompanying prospectus if that person is of a kind described either in
  Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of
  the Financial Services (Promotion of Unregulated Schemes) Regulations 1991;
  and

    (d) it is a person of a kind described in Article 11(3) of the Financial
  Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996.

  The seller will indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the underwriters may be required to make in respect
thereof.

  The underwriters may engage in over-allotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to
the certificates in accordance with Regulation M under the Securities Exchange
Act of 1934. Over-allotment transactions involve syndicate sales in excess of
the offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the certificates so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the certificates in the open market after the
distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a
syndicate member when the certificates originally sold by such syndicate member
are purchased in a syndicate covering transaction. Such over-allotment
transactions, stabilizing transactions, syndicate covering transactions and
penalty bids may cause the prices of the certificates to be higher than they
would otherwise be in the absence of such transactions. Neither the seller nor
the underwriters represent that the underwriters will engage in any such
transactions or that such transactions, once commenced, will not be
discontinued without notice at any time.

                                      S-45
<PAGE>

                    Index of Terms for Prospectus Supplement
<TABLE>
<CAPTION>
Term                                                                        Page
----                                                                        ----
<S>                                                                         <C>
Accumulation Period Length................................................. S-25
Accumulation Shortfall..................................................... S-36
Adjusted Investor Interest................................................. S-30
Aggregate Investor Default Amount.......................................... S-37
Available Investor Principal Collections................................... S-25
bank portfolio............................................................. S-13
Base Rate.................................................................. S-41
business day............................................................... S-23
Class A Account Percentage................................................. S-24
Class A Additional Interest................................................ S-23
Class A Adjusted Investor Interest......................................... S-30
Class A Available Funds.................................................... S-23
Class A Fixed Allocation................................................... S-28
Class A Floating Allocation................................................ S-27
Class A Investor Charge-Off................................................ S-38
Class A Investor Default Amount............................................ S-37
Class A Investor Interest.................................................. S-29
Class A Monthly Interest................................................... S-32
Class A Monthly Principal.................................................. S-35
Class A Required Amount.................................................... S-30
Class A Servicing Fee...................................................... S-42
Class B Account Percentage................................................. S-24
Class B Additional Interest................................................ S-23
Class B Adjusted Investor Interest......................................... S-30
Class B Available Funds.................................................... S-24
Class B Fixed Allocation................................................... S-28
Class B Floating Allocation................................................ S-27
Class B Investor Charge-Off................................................ S-38
Class B Investor Default Amount............................................ S-37
Class B Investor Interest.................................................. S-29
Class B Monthly Interest................................................... S-33
Class B Monthly Principal.................................................. S-35
Class B Required Amount.................................................... S-31
Class B Servicing Fee...................................................... S-42
Collateral Available Funds................................................. S-33
Collateral Charge-Off...................................................... S-38
Collateral Default Amount.................................................. S-37
Collateral Fixed Allocation................................................ S-28
Collateral Floating Allocation............................................. S-27
Collateral Interest Adjusted Amount........................................ S-30
Collateral Interest Amount................................................. S-29
Collateral Interest Initial Amount......................................... S-29
Collateral Interest Servicing Fee.......................................... S-42
</TABLE>
<TABLE>
<CAPTION>
Term                                                                        Page
----                                                                        ----
<S>                                                                         <C>
Collateral Minimum Monthly Interest........................................ S-34
Collateral Monthly Principal............................................... S-36
Controlled Accumulation Amount............................................. S-36
Controlled Accumulation Period............................................. S-20
Controlled Deposit Amount.................................................. S-36
Covered Amount............................................................. S-39
cut-off date............................................................... S-16
Default Amount............................................................. S-37
distribution date.......................................................... S-22
Excess Spread.............................................................. S-33
Fixed Investor Percentage.................................................. S-28
Floating Investor Percentage............................................... S-26
group one.................................................................. S-10
interest payment date...................................................... S-23
interest period............................................................ S-22
Investor Default Amount.................................................... S-37
Investor Interest.......................................................... S-29
Investor Servicing Fee..................................................... S-42
LIBOR...................................................................... S-22
LIBOR determination date................................................... S-22
London business day........................................................ S-22
Minimum Aggregate Principal Receivables.................................... S-17
Minimum Seller Interest.................................................... S-16
monthly period............................................................. S-26
Net Servicing Fee Rate..................................................... S-42
Pay Out Event.............................................................. S-40
Portfolio Yield............................................................ S-41
Rapid Amortization Period.................................................. S-20
Rating Agency Condition.................................................... S-17
Reallocated Class B Principal Collections.................................. S-31
Reallocated Collateral Principal Collections............................... S-32
Reallocated Principal Collections.......................................... S-32
Required Reserve Account Amount............................................ S-40
Revolving Period........................................................... S-24
scheduled payment date..................................................... S-20
Series 2000-K Termination Date............................................. S-35
Servicer Interchange....................................................... S-42
Shared Principal Collections............................................... S-37
Telerate Page 3750......................................................... S-22
transfer date.............................................................. S-24
</TABLE>

                                      S-46
<PAGE>

                                                                         ANNEX I

                      Other Series Issued and Outstanding

  The table below sets forth the principal characteristics of the other series
previously issued by the trust that are currently outstanding, all of which are
in group one. For more specific information with respect to any series, any
prospective investor should contact MBNA at (800) 362-6255 or (302) 456-8588.
MBNA will provide, without charge, to any prospective purchaser of the
certificates, a copy of the disclosure documents for any previous publicly-
issued series.

 1.Series 1994-C

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$870,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.25% per annum
   Initial Class B Investor Interest................................$45,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.45% per annum
   Class A Controlled Accumulation Amount..........................$72,500,000*
   Class A Scheduled Payment Date................October 2001 Distribution Date
   Class B Scheduled Payment Date...............November 2001 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$85,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1994-C Termination Date..................March 2004 Distribution Date
   Series Issuance Date........................................October 26, 1994
</TABLE>

 2.Series 1994-E

<TABLE>
   <S> <C>
   Initial Investor Interest.......................................$500,000,000
   Current Investor Interest as of October 31, 2000................$450,000,000
   Maximum Investor Interest.......................................$450,000,000
   Certificate Rate......................................Commercial Paper Index
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Cash Collateral Amount...................................$20,000,000
   Series Issuance Date.......................................December 15, 1994
</TABLE>

 3.Series 1995-A

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$500,250,000
   Class A Certificate Rate................One-Month LIBOR plus 0.27% per annum
   Initial Class B Investor Interest................................$25,875,000
   Class B Certificate Rate................One-Month LIBOR plus 0.45% per annum
   Class A Controlled Accumulation Amount..........................$41,687,500*
   Class A Scheduled Payment Date.................August 2004 Distribution Date
   Class B Scheduled Payment Date..............September 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$48,875,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1995-A Termination Date................January 2007 Distribution Date
   Series Issuance Date..........................................March 22, 1995
</TABLE>

                                      A-1

<PAGE>

 4.Series 1995-C

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$500,250,000
   Class A Certificate Rate.....................................6.45% per annum
   Initial Class B Investor Interest................................$25,875,000
   Class B Certificate Rate................One-Month LIBOR plus 0.42% per annum
   Class A Controlled Accumulation Amount..........................$41,687,500*
   Class A Scheduled Payment Date...................June 2005 Distribution Date
   Class B Scheduled Payment Date...................July 2005 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$48,875,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1995-C Termination Date...............February 2008 Distribution Date
   Series Issuance Date...........................................June 29, 1995
</TABLE>

 5.Series 1995-E

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$435,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.22% per annum
   Initial Class B Investor Interest................................$22,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.32% per annum
   Class A Controlled Accumulation Amount..........................$36,250,000*
   Class A Scheduled Payment Date.................August 2002 Distribution Date
   Class B Scheduled Payment Date..............September 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$42,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1995-E Termination Date................January 2005 Distribution Date
   Series Issuance Date..........................................August 2, 1995
</TABLE>

 6.Series 1995-G

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$435,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.21% per annum
   Initial Class B Investor Interest................................$22,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.33% per annum
   Class A Controlled Accumulation Amount..........................$36,250,000*
   Class A Scheduled Payment Date................October 2002 Distribution Date
   Class B Scheduled Payment Date...............November 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$42,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1995-G Termination Date..................March 2005 Distribution Date
   Series Issuance Date......................................September 27, 1995
</TABLE>

                                      A-2
<PAGE>

 7.Series 1995-I

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$652,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.17% per annum
   Initial Class B Investor Interest................................$33,750,000
   Class B Certificate Rate................One-Month LIBOR plus 0.27% per annum
   Class A Controlled Accumulation Amount..........................$54,375,000*
   Class A Scheduled Payment Date................October 2000 Distribution Date
   Class B Scheduled Payment Date...............November 2000 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$63,750,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1995-I Termination Date..................March 2003 Distribution Date
   Series Issuance Date........................................October 26, 1995
</TABLE>

8.Series 1995-J

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$435,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.23% per annum
   Initial Class B Investor Interest................................$22,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
   Class A Controlled Accumulation Amount..........................$36,250,000*
   Class A Scheduled Payment Date...............November 2002 Distribution Date
   Class B Scheduled Payment Date...............December 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$42,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1995-J Termination Date..................April 2005 Distribution Date
   Series Issuance Date.......................................November 21, 1995
</TABLE>

9.Series 1996-A

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$609,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.21% per annum
   Initial Class B Investor Interest................................$31,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.34% per annum
   Class A Controlled Accumulation Amount..........................$50,750,000*
   Class A Scheduled Payment Date...............February 2003 Distribution Date
   Class B Scheduled Payment Date..................March 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$59,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-A Termination Date...................July 2005 Distribution Date
   Series Issuance Date.......................................February 28, 1996
</TABLE>

                                      A-3
<PAGE>

10.Series 1996-B

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$435,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.26% per annum
   Initial Class B Investor Interest................................$22,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.37% per annum
   Class A Controlled Accumulation Amount..........................$36,250,000*
   Class A Scheduled Payment Date..................March 2006 Distribution Date
   Class B Scheduled Payment Date..................April 2006 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$42,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-B Termination Date.................August 2008 Distribution Date
   Series Issuance Date..........................................March 26, 1996
</TABLE>

11.Series 1996-C

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$435,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.14% per annum
   Initial Class B Investor Interest................................$22,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.28% per annum
   Class A Controlled Accumulation Amount..........................$36,250,000*
   Class A Scheduled Payment Date..................March 2001 Distribution Date
   Class B Scheduled Payment Date..................April 2001 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$42,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-C Termination Date.................August 2003 Distribution Date
   Series Issuance Date..........................................March 27, 1996
</TABLE>

12.Series 1996-D

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.15% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.29% per annum
   Class A Controlled Accumulation Amount.......................$70,833,333.33*
   Class A Scheduled Payment Date..................April 2001 Distribution Date
   Class B Scheduled Payment Date....................May 2001 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-D Termination Date..............September 2003 Distribution Date
   Series Issuance Date.............................................May 1, 1996
</TABLE>

                                      A-4
<PAGE>

13.Series 1996-E

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.17% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.31% per annum
   Class A Controlled Accumulation Amount..........................$53,125,000*
   Class A Scheduled Payment Date....................May 2003 Distribution Date
   Class B Scheduled Payment Date...................June 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-E Termination Date................October 2005 Distribution Date
   Series Issuance Date............................................May 21, 1996
</TABLE>

14.Series 1996-F

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$705,000,000
   Initial Collateral Interest......................................$45,000,000
   Current Investor Interest as of October 31, 2000................$744,681,000
   Maximum Investor Interest.....................................$1,000,000,000
   Certificate Rate......................................Commercial Paper Index
   Annual Servicing Fee Percentage...............................2.0% per annum
   Series Issuance Date...........................................June 25, 1996
</TABLE>

15.Series 1996-G

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$425,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.18% per annum
   Initial Class B Investor Interest................................$37,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
   Class A Controlled Accumulation Amount.......................$35,416,666.67*
   Class A Scheduled Payment Date...................July 2006 Distribution Date
   Class B Scheduled Payment Date.................August 2006 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$37,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-G Termination Date...............December 2008 Distribution Date
   Series Issuance Date...........................................July 17, 1996
</TABLE>

16.Series 1996-H

<TABLE>
   <S> <C>
   Initial Class A Investor Interest.............................$1,020,000,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.10% per annum
   Initial Class B Investor Interest................................$90,000,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.27% per annum
   Class A Controlled Accumulation Amount..........................$85,000,000*
   Class A Scheduled Payment Date.................August 2001 Distribution Date
   Class B Scheduled Payment Date..............September 2001 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$90,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-H Termination Date................January 2004 Distribution Date
   Series Issuance Date.........................................August 14, 1996
</TABLE>


                                      A-5
<PAGE>

17.Series 1996-I

<TABLE>
   <S> <C>
   Initial Class A Deutsche Mark ("DM") Investor Interest......DM 1,000,000,000
   Initial Class A Investor Interest............................$666,444,518.49
   Class A Certificate Rate...........Three-Month DM LIBOR plus 0.09% per annum
   Class A Floating Dollar Rate.........Three-Month LIBOR plus 0.115% per annum
   Initial Class B Investor Interest................................$58,804,000
   Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
    annum
   Class A Controlled Accumulation Amount.......................$55,537,043.21*
   Class A Scheduled Payment Date............................September 19, 2001
   Class B Scheduled Payment Date................October 2001 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$58,804,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-I Termination Date.............................February 18, 2004
   Series Issuance Date......................................September 25, 1996
</TABLE>

18.Series 1996-J

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.15% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.36% per annum
   Class A Controlled Accumulation Amount.......................$70,833,333.33*
   Class A Scheduled Payment Date..............September 2003 Distribution Date
   Class B Scheduled Payment Date................October 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-J Termination Date...............February 2006 Distribution Date
   Series Issuance Date......................................September 19, 1996
</TABLE>

19.Series 1996-K

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.13% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
   Class A Controlled Accumulation Amount.......................$70,833,333.34*
   Class A Scheduled Payment Date................October 2003 Distribution Date
   Class B Scheduled Payment Date...............November 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-K Termination Date..................March 2006 Distribution Date
   Series Issuance Date........................................October 24, 1996
</TABLE>

                                      A-6
<PAGE>

20.Series 1996-M

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$425,000,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.13% per annum
   Initial Class B Investor Interest................................$37,500,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.35% per annum
   Class A Controlled Accumulation Amount.......................$35,416,666.67*
   Class A Scheduled Payment Date...............November 2006 Distribution Date
   Class B Scheduled Payment Date...............December 2006 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$37,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1996-M Termination Date..................April 2009 Distribution Date
   Series Issuance Date.......................................November 26, 1996
</TABLE>

21.Series 1997-B

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.16% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
   Controlled Accumulation Amount...............................$83,333,333.34*
   Scheduled Payment Date..........................March 2012 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Class C Investor Interest................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-B Termination Date.................August 2014 Distribution Date
   Series Issuance Date.......................................February 27, 1997
</TABLE>

22.Series 1997-C

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.11% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.30% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date..........................March 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-C Termination Date.................August 2006 Distribution Date
   Series Issuance Date..........................................March 26, 1997
</TABLE>

23.Series 1997-D

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$387,948,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.05% per annum
   Initial Class B Investor Interest................................$34,231,000
   Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
    annum
   Controlled Accumulation Amount...............................$38,034,166.67*
   Scheduled Payment Date............................May 2007 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Class C Investor Interest................................$34,231,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-D Termination Date................October 2009 Distribution Date
   Series Issuance Date............................................May 22, 1997
</TABLE>


                                      A-7
<PAGE>

24.Series 1997-E

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.08% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.28% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date..........................April 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-E Termination Date..............September 2004 Distribution Date
   Series Issuance Date.............................................May 8, 1997
</TABLE>

25.Series 1997-F

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$600,000,000
   Class A Certificate Rate.....................................6.60% per annum
   Initial Class B Investor Interest................................$53,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.29% per annum
   Controlled Accumulation Amount...............................$54,416,666.67*
   Scheduled Payment Date...........................June 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$53,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-F Termination Date...............November 2004 Distribution Date
   Series Issuance Date...........................................June 18, 1997
</TABLE>

26.Series 1997-G

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$460,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.15% per annum
   Initial Class B Investor Interest................................$40,600,000
   Class B Certificate Rate................One-Month LIBOR plus 0.36% per annum
   Controlled Accumulation Amount...............................$41,716,666.67*
   Scheduled Payment Date...........................June 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$40,600,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-G Termination Date...............November 2006 Distribution Date
   Series Issuance Date...........................................June 18, 1997
</TABLE>

27.Series 1997-H

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$507,357,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.07% per annum
   Initial Class B Investor Interest................................$44,770,000
   Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
    annum
   Controlled Accumulation Amount...............................$49,741,416.67*
   Scheduled Payment Date......................September 2007 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Class C Investor Interest................................$44,770,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-H Termination Date...............February 2010 Distribution Date
   Series Issuance Date..........................................August 6, 1997
</TABLE>


                                      A-8
<PAGE>

28.Series 1997-I

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate.....................................6.55% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.31% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date.........................August 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-I Termination Date................January 2007 Distribution Date
   Series Issuance Date.........................................August 26, 1997
</TABLE>

29.Series 1997-J

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.12% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.30% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date......................September 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-J Termination Date...............February 2007 Distribution Date
   Series Issuance Date......................................September 10, 1997
</TABLE>

30.Series 1997-K

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.12% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.32% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date.......................November 2005 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-K Termination Date..................April 2008 Distribution Date
   Series Issuance Date........................................October 22, 1997
</TABLE>

31.Series 1997-L

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$511,000,000
   Class A Certificate Rate.............Three-Month LIBOR minus 0.01% per annum
   Initial Class B Investor Interest................................$45,100,000
   Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
    annum
   Controlled Accumulation Amount...............................$46,341,666.67*
   Scheduled Payment Date.......................November 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$45,100,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-L Termination Date..................April 2005 Distribution Date
   Series Issuance Date.......................................November 13, 1997
</TABLE>


                                      A-9
<PAGE>

32.Series 1997-M

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.11% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.27% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date........................October 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-M Termination Date..................March 2005 Distribution Date
   Series Issuance Date........................................November 6, 1997
</TABLE>

33.Series 1997-N

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$765,000,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.07% per annum
   Initial Class B Investor Interest................................$67,500,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.23% per annum
   Controlled Accumulation Amount..................................$69,375,000*
   Scheduled Payment Date.......................November 2000 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$67,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-N Termination Date...............November 2002 Distribution Date
   Series Issuance Date........................................December 9, 1997
</TABLE>

34.Series 1997-O

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$425,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.17% per annum
   Initial Class B Investor Interest................................$37,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.35% per annum
   Controlled Accumulation Amount...............................$38,541,666.67*
   Scheduled Payment Date.......................December 2007 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$37,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1997-O Termination Date....................May 2010 Distribution Date
   Series Issuance Date.......................................December 23, 1997
</TABLE>

35.Series 1998-A

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.11% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate..Not to Exceed One-Month LIBOR plus 0.50% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date..........................March 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-A Termination Date.................August 2005 Distribution Date
   Series Issuance Date..........................................March 18, 1998
</TABLE>


                                      A-10
<PAGE>

36.Series 1998-B

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$550,000,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.09% per annum
   Initial Class B Investor Interest................................$48,530,000
   Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
    annum
   Controlled Accumulation Amount..................................$49,877,500*
   Scheduled Payment Date..........................April 2008 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$48,530,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-B Termination Date..............September 2010 Distribution Date
   Series Issuance Date..........................................April 14, 1998
</TABLE>

37.Series 1998-C

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.08% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.25% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date...........................June 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-C Termination Date...............November 2005 Distribution Date
   Series Issuance Date...........................................June 24, 1998
</TABLE>

38.Series 1998-D

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$475,000,000
   Class A Certificate Rate.....................................5.80% per annum
   Initial Class B Investor Interest................................$42,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.25% per annum
   Controlled Accumulation Amount...............................$46,583,333.33*
   Scheduled Payment Date...........................July 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$42,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-D Termination Date...............December 2005 Distribution Date
   Series Issuance Date...........................................July 30, 1998
</TABLE>

39.Series 1998-E

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$750,000,000
   Class A Certificate Rate.............Three-Month LIBOR plus 0.145% per annum
   Initial Class B Investor Interest................................$66,200,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.33% per annum
   Controlled Accumulation Amount...............................$73,533,333.33*
   Scheduled Payment Date..........................April 2008 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$66,200,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-E Termination Date..............September 2010 Distribution Date
   Series Issuance Date.........................................August 11, 1998
</TABLE>

                                      A-11
<PAGE>

40.Series 1998-F

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$425,000,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.10% per annum
   Initial Class B Investor Interest................................$37,500,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.28% per annum
   Controlled Accumulation Amount...............................$41,666,666.67*
   Scheduled Payment Date......................September 2005 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$37,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-F Termination Date...............February 2008 Distribution Date
   Series Issuance Date.........................................August 26, 1998
</TABLE>

41.Series 1998-G

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.13% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.40% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date......................September 2006 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-G Termination Date...............February 2009 Distribution Date
   Series Issuance Date......................................September 10, 1998
</TABLE>

42.Series 1998-H

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$470,000,000
   Initial Collateral Interest......................................$30,000,000
   Current Investor Interest as of October 31, 2000................$500,000,000
   Maximum Investor Interest.......................................$500,000,000
   Certificate Rate......................................Commercial Paper Index
   Annual Servicing Fee Percentage...............................2.0% per annum
   Series Issuance Date......................................September 29, 1998
</TABLE>

43.Series 1998-I

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-month LIBOR plus 0.26% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-month LIBOR plus 0.51% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date........................October 2001 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-I Termination Date................October 2003 Distribution Date
   Series Issuance Date........................................October 22, 1998
</TABLE>

                                      A-12
<PAGE>

44.Series 1998-J

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$660,000,000
   Class A Certificate Rate.....................................5.25% per annum
   Initial Class B Investor Interest................................$45,000,000
   Class B Certificate Rate.....................................5.65% per annum
   Controlled Accumulation Amount..................................$58,750,000*
   Scheduled Payment Date......................September 2003 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$45,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-J Termination Date...............February 2006 Distribution Date
   Series Issuance Date........................................October 29, 1998
</TABLE>

45.Series 1998-K

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.24% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.49% per annum
   Controlled Accumulation Amount..................................$57,812,500*
   Scheduled Payment Date.........................August 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1998-K Termination Date................January 2005 Distribution Date
   Series Issuance Date.......................................November 24, 1998
</TABLE>

46.Series 1998-L

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$231,250,000
   Initial Collateral Interest......................................$18,750,000
   Current Investor Interest as of October 31, 2000................$250,000,000
   Maximum Investor Interest.......................................$250,000,000
   Certificate Rate......................................Commercial Paper Index
   Annual Servicing Fee Percentage...............................2.0% per annum
   Series Issuance Date.......................................December 22, 1998
</TABLE>

47.Series 1999-A

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$425,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.14% per annum
   Initial Class B Investor Interest................................$37,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.37% per annum
   Controlled Accumulation Amount...............................$41,666,666,67*
   Scheduled Payment Date.......................February 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$37,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-A Termination Date...................July 2006 Distribution Date
   Series Issuance Date..........................................March 25, 1999
</TABLE>

                                      A-13
<PAGE>

48.Series 1999-B

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate.....................................5.90% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate.....................................6.20% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date..........................March 2009 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-B Termination Date.................August 2011 Distribution Date
   Series Issuance Date..........................................March 26, 1999
</TABLE>

49.Series 1999-C

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$799,500,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.19% per annum
   Initial Class B Investor Interest................................$70,550,000
   Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
    annum
   Controlled Accumulation Amount...............................$78,383,333.33*
   Scheduled Payment Date............................May 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$70,550,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-C Termination Date................October 2006 Distribution Date
   Series Issuance Date............................................May 18, 1999
</TABLE>

50.Series 1999-D

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$425,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.19% per annum
   Initial Class B Investor Interest................................$37,500,000
   Class B Certificate Rate.....................................6.50% per annum
   Controlled Accumulation Amount...............................$41,666,666.67*
   Scheduled Payment Date...........................June 2006 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$37,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-D Termination Date...............November 2008 Distribution Date
   Series Issuance Date............................................June 3, 1999
</TABLE>

51.Series 1999-E

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate...............One-Month LIBOR plus 0.125% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate................One-Month LIBOR plus 0.32% per annum
   Controlled Accumulation Amount...............................$83,333,333.33*
   Scheduled Payment Date...........................June 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-E Termination Date...................June 2004 Distribution Date
   Series Issuance Date............................................July 7, 1999
</TABLE>


                                      A-14
<PAGE>

52.Series 1999-F

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$509,400,000
   Class A Certificate Rate............Three-Month LIBOR minus 0.125% per annum
   Initial Class B Investor Interest................................$44,950,000
   Class B Certificate Rate..Not to Exceed Three-Month LIBOR plus 0.50% per
    annum
   Controlled Accumulation Amount...............................$49,941,666.67*
   Scheduled Payment Date.........................August 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$44,950,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-F Termination Date................January 2007 Distribution Date
   Series Issuance Date..........................................August 3, 1999
</TABLE>

53.Series 1999-G

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate.....................................6.35% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate.....................................6.60% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date...........................July 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-G Termination Date...............December 2006 Distribution Date
   Series Issuance Date...........................................July 29, 1999
</TABLE>

54.Series 1999-H

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.21% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.48% per annum
   Controlled Accumulation Amount...............................$83,333,333.33*
   Scheduled Payment Date..........................April 2004 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-H Termination Date..............September 2006 Distribution Date
   Series Issuance Date.........................................August 18, 1999
</TABLE>

55.Series 1999-I

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate.....................................6.40% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate.....................................6.70% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date.........................August 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-I Termination Date................January 2005 Distribution Date
   Series Issuance Date.......................................September 8, 1999
</TABLE>

                                      A-15
<PAGE>

56.Series 1999-J

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate.....................................7.00% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate.....................................7.40% per annum
   Controlled Accumulation Amount...............................$83,333,333.33*
   Scheduled Payment Date......................September 2009 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Initial Collateral Interest......................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-J Termination Date...............February 2012 Distribution Date
   Series Issuance Date......................................September 23, 1999
</TABLE>

57.Series 1999-K

<TABLE>
   <S> <C>
   Maximum Class A Adjusted Investor Interest (subject to in-
    crease)......................................................$2,300,000,000
   Initial Collateral Interest.....................................$200,000,000
   Scheduled Payment Date........................October 2002 Distribution Date
   Annual Servicing Fee Percentage...............................2.0% per annum
   Series 1999-K Termination Date..................March 2005 Distribution Date
   Series Issuance Date........................................October 27, 1999
</TABLE>

58.Series 1999-L

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.25% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.53% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date........................October 2006 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-L Termination Date..................March 2009 Distribution Date
   Series Issuance Date........................................November 5, 1999
</TABLE>

59.Series 1999-M

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$425,000,000
   Class A Certificate Rate.....................................6.60% per annum
   Initial Class B Investor Interest................................$37,500,000
   Class B Certificate Rate.....................................6.80% per annum
   Controlled Accumulation Amount...............................$41,666,666.67*
   Scheduled Payment Date.......................November 2004 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$37,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 1999-M Termination Date..................April 2007 Distribution Date
   Series Issuance Date........................................December 1, 1999
</TABLE>

                                      A-16
<PAGE>

60.Series 2000-A

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate.....................................7.35% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate.....................................7.55% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date.......................February 2005 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-A Termination Date...................July 2007 Distribution Date
   Series Issuance Date...........................................March 8, 2000
</TABLE>

61.Series 2000-B

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate...............One-Month LIBOR plus 0.115% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.30% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date.......................February 2003 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-B Termination Date...................July 2005 Distribution Date
   Series Issuance Date..........................................March 28, 2000
</TABLE>

62.Series 2000-C

<TABLE>
   <S> <C>
   Initial Class A Investor Interest.............................$1,275,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.16% per annum
   Initial Class B Investor Interest...............................$112,500,000
   Class B Certificate Rate...............One-Month LIBOR plus 0.375% per annum
   Controlled Accumulation Amount.................................$125,000,000*
   Scheduled Payment Date.......................February 2005 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest.....................................$112,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-C Termination Date...................July 2007 Distribution Date
   Series Issuance Date..........................................April 13, 2000
</TABLE>

63.Series 2000-D

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$722,500,000
   Class A Certificate Rate................One-Month LIBOR plus 0.20% per annum
   Initial Class B Investor Interest................................$63,750,000
   Class B Certificate Rate................One-Month LIBOR plus 0.43% per annum
   Controlled Accumulation Amount...............................$70,833,333.33*
   Scheduled Payment Date..........................April 2007 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$63,750,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-D Termination Date..............September 2009 Distribution Date
   Series Issuance Date............................................May 11, 2000
</TABLE>


                                      A-17
<PAGE>

64.Series 2000-E

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$500,000,000
   Class A Certificate Rate.....................................7.80% per annum
   Initial Class B Investor Interest................................$45,000,000
   Class B Certificate Rate.....................................8.15% per annum
   Controlled Accumulation Amount...............................$49,166,666.67*
   Scheduled Payment Date............................May 2010 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$45,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-E Termination Date................October 2012 Distribution Date
   Series Issuance Date............................................June 1, 2000
</TABLE>

65.Series 2000-F

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$750,000,000
   Class A Certificate Rate.............Three-Month LIBOR plus 0.125% per annum
   Initial Class B Investor Interest................................$66,200,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.35% per annum
   Controlled Accumulation Amount...............................$73,533,333.33*
   Scheduled Payment Date...........................June 2005 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$66,200,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-F Termination Date...............November 2007 Distribution Date
   Series Issuance Date...........................................June 23, 2000
</TABLE>

66.Series 2000-G

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$637,500,000
   Class A Certificate Rate..............Three-Month LIBOR plus 0.13% per annum
   Initial Class B Investor Interest................................$56,250,000
   Class B Certificate Rate..............Three-Month LIBOR plus 0.40% per annum
   Controlled Accumulation Amount..................................$62,500,000*
   Scheduled Payment Date...........................July 2005 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$56,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-G Termination Date...............December 2007 Distribution Date
   Series Issuance Date...........................................July 20, 2000
</TABLE>

67.Series 2000-H

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$595,000,000
   Class A Certificate Rate................One-Month LIBOR plus 0.25% per annum
   Initial Class B Investor Interest................................$52,500,000
   Class B Certificate Rate................One-Month LIBOR plus 0.60% per annum
   Controlled Accumulation Amount...............................$58,333,333.33*
   Scheduled Payment Date.........................August 2010 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$52,500,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-H Termination Date................January 2013 Distribution Date
   Series Issuance Date.........................................August 23, 2000
</TABLE>

                                      A-18
<PAGE>

68.Series 2000-I

<TABLE>
   <S> <C>
   Initial Class A Investor Interest...............................$850,000,000
   Class A Certificate Rate.....................................6.90% per annum
   Initial Class B Investor Interest................................$75,000,000
   Class B Certificate Rate.....................................7.15% per annum
   Controlled Accumulation Amount...............................$83,333,333.33*
   Scheduled Payment Date.........................August 2005 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$75,000,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-I Termination Date................January 2008 Distribution Date
   Series Issuance Date.......................................September 8, 2000
</TABLE>

69.Series 2000-J

<TABLE>
   <S> <C>
   Initial Class A Swiss Francs ("CHF") Investor Interest.....CHF 1,000,000,000
   Initial Class A Investor Interest...............................$568,990,043
   Class A Certificate Rate....................................4.125% per annum
   Class A Floating Dollar Rate..........Three-Month LIBOR plus 0.21% per annum
   Initial Class B Investor Interest................................$50,250,000
   Class B Certificate Rate................One-Month LIBOR plus 0.44% per annum
   Controlled Accumulation Amount..................................$55,790,837*
   Class A Scheduled Payment Date..............................October 17, 2007
   Class B Scheduled Payment Date................October 2007 Distribution Date
   Annual Servicing Fee..........................................2.0% per annum
   Initial Collateral Interest......................................$50,250,000
   Other Enhancement for the Class A Certificates......Subordination of Class B
    Certificates
   Series 2000-J Termination Date................................March 17, 2010
   Series Issuance Date........................................October 12, 2000
</TABLE>

70.Series 2000-Z

<TABLE>
   <S> <C>
   Initial Class A Investor Interest.........................................$0
   Initial Class B Investor Interest.........................................$0
   Current Investor Interest as of October 31, 2000..........................$0
   Maximum Investor Interest.......................................$837,988,827
   Certificate Rate......................................Commercial Paper Index
   Annual Servicing Fee Percentage...............................2.0% per annum
   Series Issuance Date..........................................March 30, 2000
</TABLE>
--------
* Subject to change if the commencement of the accumulation period or
  controlled accumulation period, as applicable, is delayed.

                                      A-19
<PAGE>


                                   Prospectus

                        MBNA Master Credit Card Trust II
                                     Issuer

                    MBNA America Bank, National Association
                              Seller and Servicer

                           Asset Backed Certificates


-------------------       The trust--
 Consider
 carefully the            . may periodically issue asset backed certificates
 risk factors               in one or more series with one or more classes;
 beginning on page          and
 10 in this
 prospectus.              . will own--

 A certificate is            . receivables in a portfolio of consumer
 not a deposit and             revolving credit card accounts;
 neither the
 certificates nor            . payments due on those receivables; and
 the underlying
 accounts or                 . other property described in this prospectus and
 receivables are               in the accompanying prospectus supplement.
 insured or
 guaranteed by the        The certificates--
 Federal Deposit
 Insurance                . will represent interests in the trust and will be
 Corporation or             paid only from the trust assets;
 any other
 governmental             . offered with this prospectus will be rated in one
 agency.                    of the four highest rating categories by at least
                            one nationally recognized rating organization;
 The certificates
 will represent           . may have one or more forms of enhancement; and
 interests in the
 trust only and           . will be issued as part of a designated series
 will not                   which may include one or more classes of
 represent                  certificates and enhancement.
 interests in or
 obligations of           The certificateholders--
 MBNA or any MBNA
 affiliate.               . will receive interest and principal payments from
                            a varying percentage of credit card account
 This prospectus            collections.
 may be used to
 offer and sell
 any series of
 certificates only
 if accompanied by
 the prospectus
 supplement for
 that series.
-------------------

Neither the SEC nor any state securities commission has approved these
certificates or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

                                November 6, 2000
<PAGE>

              Important Notice about Information Presented in this
             Prospectus and the Accompanying Prospectus Supplement

  We provide information to you about the certificates in two separate
documents that progressively provide more detail: (a) this prospectus, which
provides general information, some of which may not apply to a particular
series of certificates, including your series, and (b) the accompanying
prospectus supplement, which will describe the specific terms of your series of
certificates, including:

    . the timing of interest and principal payments;
    . financial and other information about the receivables;
    . information about enhancement for each class;
    . the ratings for each class; and
    . the method for selling the certificates.

  If the terms of a particular series of certificates vary between this
prospectus and the prospectus supplement, you should rely on the information in
the prospectus supplement.

  You should rely only on the information provided in this prospectus and the
accompanying prospectus supplement including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the certificates in any state where the offer
is not permitted. We do not claim the accuracy of the information in this
prospectus or the accompanying prospectus supplement as of any date other than
the dates stated on their respective covers.

  We include cross-references in this prospectus and in the accompanying
prospectus supplement to captions in these materials where you can find further
related discussions. The following Table of Contents and the Table of Contents
included in the accompanying prospectus supplement provide the pages on which
these captions are located.

  Parts of this prospectus use defined terms. You can find a listing of the
pages where definitions can be found under the caption "Index of Terms for
Prospectus" on page 59 in this prospectus.

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


                                       2
<PAGE>

                               Table of Contents
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Prospectus Summary........................................................   5
 The Trust and the Trustee................................................   5
 Trust Assets.............................................................   5
 Information about the Receivables........................................   5
 Collections by the Servicer..............................................   6
 Allocation of Trust Assets...............................................   6
 Interest Payments on the Certificates....................................   6
 Principal Payments on the Certificates...................................   6
  Revolving Period........................................................   6
  Controlled Accumulation Period..........................................   7
  Controlled Amortization Period..........................................   7
  Principal Amortization Period...........................................   7
  Rapid Accumulation Period...............................................   7
  Rapid Amortization Period...............................................   8
  Pay Out Events..........................................................   8
 Shared Excess Finance Charge Collections.................................   8
 Shared Principal Collections.............................................   8
 Credit Enhancement.......................................................   8
 Optional Repurchase......................................................   9
 Tax Status...............................................................   9
 Certificate Ratings......................................................   9
Risk Factors..............................................................  10
 It may not be possible to find an investor to purchase your
  certificates............................................................  10
 Recharacterization of the transfer from MBNA to the trust could delay or
  reduce payments to you..................................................  10
 If a conservator or receiver were appointed for the seller, payments to
  you could be delayed or reduced ........................................  10
 The seller may change the terms of the accounts in a way that reduces
  collections.............................................................  11
 The effect on certificateholders of certain litigation against the seller
  is unclear..............................................................  12
 Changes to consumer protection laws may impede collection efforts or
  reduce collections......................................................  13
 Payment pattern of receivables could reduce collections..................  13
 Subordinated classes bear additional risks...............................  14
 Allocations of charged-off receivables could reduce your payments........  14
 The interest rate on receivables may fluctuate differently than the
  interest rate on the certificates, resulting in reduced payments to
  you.....................................................................  14
</TABLE>
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
 Issuance of additional series by the trust may affect the timing of
  payments................................................................  14
The Trust.................................................................  15
MBNA's Credit Card Activities.............................................  15
 General..................................................................  15
 Acquisition and Use of Credit Card Accounts..............................  15
 Description of MBNA Hallmark.............................................  16
 Interchange..............................................................  16
 Competition in the Credit Card Industry..................................  16
The Receivables...........................................................  16
Maturity Considerations...................................................  17
Use of Proceeds...........................................................  18
MBNA and MBNA Corporation.................................................  18
Description of the Certificates...........................................  18
 General..................................................................  19
 Book-Entry Registration..................................................  20
 Definitive Certificates..................................................  23
 Interest Payments........................................................  23
 Principal Payments.......................................................  24
 Transfer and Assignment of Receivables...................................  24
 New Issuances............................................................  25
 Representations and Warranties...........................................  26
 Addition of Trust Assets.................................................  28
 Removal of Accounts......................................................  30
 Collection and Other Servicing Procedures................................  30
 Discount Option..........................................................  31
 Trust Accounts...........................................................  31
 Funding Period...........................................................  32
 Investor Percentage and Seller Percentage................................  32
 Transfer of Annual Membership Fees.......................................  33
 Application of Collections...............................................  33
 Shared Excess Finance Charge Collections.................................  35
 Shared Principal Collections.............................................  35
 Defaulted Receivables; Rebates and Fraudulent Charges; Investor
  Charge-Offs.............................................................  35
 Defeasance...............................................................  36
 Final Payment of Principal; Termination..................................  36
 Pay Out Events...........................................................  37
 Servicing Compensation and Payment of Expenses...........................  38
 Certain Matters Regarding the Seller and the Servicer....................  38
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
 Servicer Default..........................................................  39
 Reports to Certificateholders.............................................  40
 Evidence as to Compliance.................................................  41
 Amendments................................................................  41
 List of Certificateholders................................................  42
 The Trustee...............................................................  42
 Certificateholders Have Limited Control of Actions........................  43
Credit Enhancement.........................................................  43
 General...................................................................  43
 Subordination.............................................................  44
 Letter of Credit..........................................................  44
 Cash Collateral Guaranty or Account.......................................  44
 Collateral Interest.......................................................  45
 Surety Bond or Insurance Policy...........................................  45
 Spread Account............................................................  45
 Reserve Account...........................................................  45
Certificate Ratings........................................................  45
Certain Legal Aspects of the Receivables...................................  46
 Transfer of Receivables...................................................  46
 Certain Matters Relating to Conservatorship or Receivership...............  47
 Consumer Protection Laws..................................................  47
</TABLE>
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Federal Income Tax Consequences...........................................  48
 General..................................................................  48
 Treatment of the Certificates as Debt....................................  48
 Treatment of the Trust...................................................  49
 Taxation of Interest Income of U.S. Certificate Owners...................  51
 Sale or Exchange of Certificates.........................................  51
 Foreign Certificate Owners...............................................  51
 Backup Withholding and Information Reporting ............................  53
 State and Local Taxation.................................................  53
ERISA Considerations......................................................  53
Plan of Distribution......................................................  57
Legal Matters.............................................................  57
Reports to Certificateholders.............................................  58
Where You Can Find More Information.......................................  58
Index of Terms for Prospectus.............................................  59
Annex I: Global Clearance, Settlement and Tax Documentation Procedures.... A-1
</TABLE>

                                       4
<PAGE>

                               Prospectus Summary

 . This summary highlights selected information from this document and does not
  contain all of the information that you need to consider in making your
  investment decision. To understand all of the terms of an offering of the
  certificates, read carefully this entire document and the accompanying
  prospectus supplement.

 . This summary provides an overview of certain calculations, cash flows and
  other information to aid your understanding and is qualified by the full
  description of these calculations, cash flows and other information in this
  prospectus and the accompanying prospectus supplement.

The Trust and the Trustee

MBNA Master Credit Card Trust II was formed on August 4, 1994 under a master
agreement between MBNA America Bank, National Association, as seller and as
servicer of the receivables, and The Bank of New York, as trustee. The trust is
a master trust under which one or more series will be issued through a series
supplement to the master agreement. Any class or series may not be offered by
this prospectus; for example, they may be offered in a private placement.

Trust Assets

MBNA has transferred to the trust the receivables from certain MasterCard(R)
and VISA(R)* revolving credit card accounts. All new receivables generated in
the accounts will be transferred automatically to the trust. The total amount
of receivables in the trust will fluctuate daily as new receivables are
generated and payments are received on existing accounts. Additional similar
assets may be transferred to the trust. See "The Receivables" and "Description
of the Certificates--Addition of Trust Assets" in this prospectus.

The trust assets also include payments due on the receivables and other
proceeds of the receivables and of related credit insurance policies. However,
the trust assets will exclude payments on receivables written off as
uncollectible.

Additional trust assets may include:

 . rights to certain fees MBNA receives through VISA and MasterCard called
  interchange;
 . monies deposited in certain of the trust's bank accounts and investments of
  those monies; and
 . enhancements, including any credit enhancement, guaranteed rate agreement,
  maturity liquidity facility, interest rate cap agreement, interest rate swap
  agreement, currency swap agreement, or other similar arrangement.

MBNA may remove, subject to certain limitations and conditions, receivables
that it transferred to the trust. See "Description of the Certificates--Removal
of Accounts" in this prospectus.

Information about the Receivables

The receivables arise in accounts selected from MBNA's credit card portfolio
based on criteria established in the master agreement and applied on the date
of their selection.

The receivables consist of both principal receivables and finance charge
receivables.

Principal receivables are, generally, (a) amounts charged by cardholders for
goods and services and (b) cash advances.

Finance charge receivables are the related finance charges and credit card
fees.

Interchange fees collected through MasterCard and VISA and annual membership
fees collected from cardholders generally are treated as collections of
--------
* MasterCard(R) and VISA(R) are federally registered servicemarks of MasterCard
  International Inc. and Visa U.S.A., Inc., respectively.

                                       5
<PAGE>

finance charge receivables. See "MBNA's Credit Card Activities--Interchange"
and "Description of the Certificates--Transfer of Annual Membership Fees" in
this prospectus.

Collections by the Servicer

MBNA services the receivables under the master agreement. In limited cases,
MBNA may resign or be removed and either the trustee or a third party may be
appointed as the new servicer. MBNA, or any new servicer, is called the
servicer. The servicer receives a servicing fee from the trust for each series.
See "MBNA and MBNA Corporation" in this prospectus.

The servicer receives collections on the receivables, deposits those
collections in a collection account and keeps track of those collections for
finance charge receivables and principal receivables. The servicer then
allocates those collections as summarized below.

Allocation of Trust Assets

The trust assets will be allocated to the holders of certificates and other
interests of each series and to the holder of the seller interest. The
remaining interest in the assets of the trust not represented by the
certificates and other interests issued by the trust is called the seller
interest, and, on any date, is equal to the aggregate amount of principal
receivables in the trust not allocated to each series. If there is more than
one class in a series, there may be a further allocation of trust assets among
each class.

The servicer will allocate (a) collections of finance charge receivables and
principal receivables and (b) receivables in accounts written off as
uncollectible, to each series based on a varying percentage, called the
investor percentage, as described in the accompanying prospectus supplement.

The aggregate amount of principal receivables allocated to a series establishes
that series's investor interest.

Certificateholders are only entitled to amounts allocated to their series equal
to the interest and principal payments on their certificates. See "Description
of the Certificates--General" and "--Investor Percentage and Seller Percentage"
in this prospectus.

Interest Payments on the Certificates

Each certificate of a series will represent the right to receive payments of
interest as described in the accompanying prospectus supplement. If a series of
certificates consists of one or more classes, each class may differ in, among
other things, priority of payments, payment dates, interest rates, method for
computing interest, and rights to enhancement.

Each class of certificates may have fixed, floating or any other type of
interest rate. Generally, interest will be paid monthly, quarterly, semi-
annually or on other scheduled dates over the life of the certificates, each
called a "distribution date."

If interest is paid less frequently than monthly, collections of finance charge
receivables may be deposited monthly in one or more trust accounts and invested
under guidelines established by the rating agencies until paid to
certificateholders. Interest payments for any series of certificates will be
funded from collections of finance charge receivables allocated to the series,
any applicable enhancement and, if and to the extent specified in the
accompanying prospectus supplement, monies earned while collections were
invested pending payment to certificateholders. See "Description of the
Certificates--Application of Collections," "--Shared Excess Finance Charge
Collections" and "Credit Enhancement" in this prospectus.

Principal Payments on the Certificates

Each certificate of a series will represent the right to receive payments of
principal as described in the accompanying prospectus supplement. If a series
of certificates consists of one or more classes, each class may differ in,
among other things, the amounts allocated for principal payments, priority of
payments, payment dates, maturity, and rights to enhancement.

  Revolving Period

Each class of certificates will begin with a period called a "revolving period"
during which the trust

                                       6
<PAGE>

will not pay, or accumulate, principal for the related certificateholders. The
trust, subject to certain limitations, will pay available principal to the
holder of the seller interest but may pay amounts due to holders of
certificates of other series. The revolving period for a class starts on the
date that class is issued and ends at the start of an amortization period or an
accumulation period.

Following the revolving period, each class of certificates will have one or a
combination of the following periods in which:

 . principal is accumulated in specified amounts and paid on a scheduled date (a
  "controlled accumulation period");

 . principal is paid in fixed amounts at scheduled intervals (a "controlled
  amortization period");

 . principal is paid in varying amounts at scheduled intervals (a "principal
  amortization period");

 . principal is accumulated in varying amounts following certain adverse events
  and paid on a scheduled date (a "rapid accumulation period"); or

 . principal is paid in varying amounts each month following certain adverse
  events (a "rapid amortization period").

  Controlled Accumulation Period

If a class of certificates has a controlled accumulation period, the trust is
expected to pay available principal to those certificateholders on a date
specified in the accompanying prospectus supplement called the "scheduled
payment date." If the series has more than one class, each class may have a
different priority for payment. For a period of time prior to the scheduled
payment date, the trust is scheduled to deposit available principal in a trust
account in specified amounts plus any specified amounts not previously
deposited. If amounts sufficient to pay the investor interest for a class have
not been accumulated by the scheduled payment date for that class, a pay out
event will occur and the rapid amortization period will begin. The controlled
accumulation period for a class starts on a date specified in the accompanying
prospectus supplement and ends when any one of the following occurs:

 . the investor interest for the class is paid in full;

 . a rapid amortization period or, if it applies, a rapid accumulation period
  starts; or

 . the latest date by which principal and interest for the series of
  certificates can be paid, called the "series termination date."

  Controlled Amortization Period

If a class of certificates has a controlled amortization period, the trust will
pay available principal to those certificateholders on each distribution date
during the controlled amortization period in a fixed amount plus any amounts
not previously paid. If the series has more than one class, each class may have
a different priority for payment. The controlled amortization period for a
class starts on the date specified in the accompanying prospectus supplement
and ends when any one of the following occurs:

 . the investor interest for the class is paid in full;

 . a rapid amortization period starts; or

 . the series termination date.

  Principal Amortization Period

If a class of certificates has a principal amortization period, the trust will
pay available principal to those certificateholders on each distribution date
during the principal amortization period. If a series has more than one class,
each class may have a different priority for payment. The principal
amortization period for a class starts on the date specified in the
accompanying prospectus supplement and ends when any one of the following
occurs:

 . the investor interest for the class is paid in full;

 . a rapid amortization period starts; or

 . the series termination date.

  Rapid Accumulation Period

If a class of certificates has a controlled accumulation period, it may also
have a rapid accumulation period. During a rapid accumulation period, the trust
will periodically deposit available principal in a trust account prior to the
scheduled

                                       7
<PAGE>

payment date. The rapid accumulation period for a class starts as specified in
the accompanying prospectus supplement on a day on or after a designated pay
out event has occurred, but in no event later than the scheduled payment date,
and ends when any one of the following occurs:

 . the investor interest for the class is paid in full;

 . a rapid amortization period starts; or

 . the scheduled payment date.

  Rapid Amortization Period

If a class of certificates is in a rapid amortization period, the trust will
pay available principal to those certificateholders on each distribution date.
If the series has more than one class, each class may have a different priority
for payment. For a class without a rapid accumulation period, the rapid
amortization period starts on the day a pay out event occurs. For a class with
a rapid accumulation period, the rapid amortization period starts as specified
in the accompanying prospectus supplement on a day on or after a pay out event
occurs, but in no event later than the scheduled payment date for that class.
The rapid amortization period ends when any of the following occurs:

 . the investor interest for the class is paid in full;

 . the series termination date; or

 . the trust termination date.

  Pay Out Events

A pay out event for any series of certificates will include certain adverse
events described in the accompanying prospectus supplement, including the
following:

 . certain events of insolvency or receivership relating to the seller;

 . the seller is unable to transfer receivables to the trust as required under
  the master agreement; or

 . the trust becomes an "investment company" under the Investment Company Act of
  1940.

See "Description of the Certificates--Pay Out Events" in this prospectus.

Shared Excess Finance Charge Collections

Any series may be included in a group of series. If specified in the
accompanying prospectus supplement, to the extent that collections of finance
charge receivables allocated to any series are not needed for that series,
those collections may be applied to certain shortfalls of another series in the
same group. See "Description of the Certificates--Shared Excess Finance Charge
Collections," "--Applications of Collections" and "--Defaulted Receivables;
Rebates and Fraudulent Charges; Investor Charge-Offs" in this prospectus.

Shared Principal Collections

If specified in the accompanying prospectus supplement, to the extent that
collections of principal receivables and certain other amounts that are
allocated to the investor interest for any series are not needed for that
series, those collections may be applied to cover principal payments for
another series in the same group. Any reallocation for this purpose will not
reduce the investor interest for the series to which those collections were
initially allocated. See "Description of the Certificates--Shared Principal
Collections" in this prospectus.

Credit Enhancement

Each class of a series may be entitled to credit enhancement. Credit
enhancement provides additional payment protection to investors in each class
of certificates that has credit enhancement.

Credit enhancement for the certificates of any class may take the form of one
or more of the following:

 . subordination     . letter of
 . collateral          credit
  interest          . surety bond
 . insurance         . spread
  policy              account
 . cash collateral   . reserve
 guaranty or account  account

The type, characteristics and amount of any credit enhancement will be:

 . based on several factors, including the characteristics of the receivables
  and accounts at the time a series of certificates is issued and

                                       8
<PAGE>


 . established based on the requirements of each rating agency rating one or
  more classes of the certificates of that series.

See "Credit Enhancement" and "Certificate Ratings" in this prospectus.

Optional Repurchase

MBNA has the option to repurchase any series of certificates once the investor
interest for the series is reduced to 5% or less of the initial investor
interest. See "Description of the Certificates--Final Payment of Principal;
Termination" in this prospectus.

Tax Status

For information concerning the application of the federal income tax laws,
including whether the certificates will be characterized as debt for federal
income tax purposes, see "Federal Income Tax Consequences" in this prospectus
and "Summary of Terms--Tax Status" in the accompanying prospectus supplement.

Certificate Ratings

Any certificate offered by this prospectus and the accompanying prospectus
supplement will be rated in one of the four highest rating categories by at
least one nationally recognized rating organization. Any nationally recognized
rating organization selected by the seller to rate any series and identified as
such in the related series supplement is called a "rating agency."

A rating is not a recommendation to buy, sell or hold securities and may be
revised or withdrawn at any time by the assigning rating agency. Each rating
should be evaluated independently of any other rating. See "Certificate
Ratings" in this prospectus.

                                       9
<PAGE>

                                  Risk Factors

  You should consider the following risk factors in deciding whether to
purchase the certificates.

            It may not be possible to find an investor to
            purchase your certificates.

            The underwriters may assist in resales of the
            certificates but they are not required to do so. A
            secondary market for any certificates may not
            develop. If a secondary market does develop, it might
            not continue or it might not be sufficiently liquid
            to allow you to resell any of your certificates.

            Recharacterization of the transfer from MBNA to the
            trust could delay or reduce payments to you.

            The seller has documented the transfer of the
            receivables to the trust as a sale. However, a court
            could conclude that the seller still owns the
            receivables subject to a security interest in favor
            of the trust in the receivables. The seller has taken
            steps to give the trustee a "first priority perfected
            security interest" in the receivables in the event a
            court concludes the seller still owns the
            receivables. If a court concludes that the transfer
            to the trust is only a grant by the seller of a
            security interest in the receivables, a tax or
            government lien (or other lien imposed under
            applicable state or federal law without the consent
            of the seller) on the seller's property arising
            before new receivables come into existence may be
            senior to the trust's interest in the receivables.
            Also, if the seller became insolvent or the FDIC was
            appointed conservator or receiver of the seller, the
            FDIC's administrative expenses might be paid from the
            receivables before the trust received any payments on
            the receivables. If these events occur, payments to
            you could be delayed or reduced. See "Certain Legal
            Aspects of the Receivables--Transfer of Receivables"
            and "Description of the Certificates--Representations
            and Warranties" in this prospectus.

            If a conservator or receiver were appointed for the
            seller, payments to you could be delayed or reduced.

            The seller is chartered as a national banking
            association and is regulated and supervised by the
            Office of the Comptroller of the Currency, which is
            authorized to appoint the Federal Deposit Insurance
            Corporation as conservator or receiver for the seller
            if certain events occur relating to the seller's
            financial condition or the propriety of its actions.
            In addition, the FDIC could appoint itself as
            conservator or receiver for the seller.

            Although the seller will treat its transfer of the
            receivables to the trust as a sale for accounting
            purposes, the transfer may constitute the grant of a
            security interest under general applicable law.
            Nevertheless, the FDIC has issued regulations
            surrendering certain rights under the Federal Deposit
            Insurance Act, as amended by the Financial
            Institutions Reform, Recovery and Enforcement Act of
            1989, to reclaim, recover, or recharacterize a bank's
            transfer of financial assets such as the receivables
            if (i) the transfer involved a securitization of the
            financial assets and meets specified conditions for
            treatment as a sale under relevant accounting
            principles, (ii) the bank received adequate
            consideration for the transfer, (iii) the parties
            intended that the transfer constitute a sale for
            accounting purposes, and

                                       10
<PAGE>

            (iv) the financial assets were not transferred
            fraudulently, in contemplation of the bank's
            insolvency, or with the intent to hinder, delay, or
            defraud the bank or its creditors. The master
            agreement and the transfer of the receivables by the
            seller to the trust have been structured to satisfy
            all of these conditions.

            If a condition required under the FDIC's regulations
            were found not to have been met, however, the FDIC
            could reclaim, recover, or recharacterize the
            seller's transfer of the receivables. The FDIA would
            limit the trust's damages in this event to its
            "actual direct compensatory damages" determined as of
            the date that the FDIC was appointed as conservator
            or receiver for the seller. The FDIC, moreover, could
            delay its decision whether to reclaim, recover, or
            recharacterize the seller's transfer of the
            receivables for a reasonable period following its
            appointment as conservator or receiver for the
            seller. Therefore, if the FDIC were to reclaim,
            recover, or recharacterize the seller's transfer of
            the receivables, payments to certificateholders could
            be delayed or reduced.

            Even if the conditions set forth in the regulations
            were satisfied and the FDIC did not reclaim, recover,
            or recharacterize the seller's transfer of the
            receivables, certificateholders could suffer a loss
            on their investment if (i) the master agreement or
            the seller's transfer of the receivables were found
            to violate the regulatory requirements of the FDIA,
            (ii) the trustee were required to comply with the
            claims process established under the FDIA in order to
            collect payments on the receivables, (iii) the FDIC
            were to request a stay of any action by the trust or
            the trustee to enforce the master agreement or the
            certificates, or (iv) the FDIC were to repudiate
            other parts of the master agreement, such as any
            obligation to collect payments on or otherwise
            service the receivables.

            In addition, regardless of the terms of the master
            agreement or the instructions of those authorized to
            direct the trustee's actions, the FDIC may have the
            power (i) to prevent or require the commencement of a
            rapid amortization period or rapid accumulation
            period, (ii) to prevent, limit, or require the early
            liquidation of the receivables and termination of the
            trust, or (iii) to require, prohibit, or limit the
            continued transfer of receivables to the trust. The
            FDIC, moreover, could prevent the trustee or the
            certificateholders from appointing a successor
            servicer under the master agreement. If any of these
            events were to occur, payments to certificateholders
            could be delayed or reduced. See "Certain Legal
            Aspects of the Receivables--Certain Matters Relating
            to Conservatorship or Receivership" in this
            prospectus.

            The seller may change the terms of the accounts in a
            way that reduces collections.

            The seller transfers the receivables to the trust but
            continues to own the accounts. As owner of the
            accounts, the seller retains the right to change
            various account terms (including finance charges and
            other fees it charges and the required monthly
            minimum payment). A pay out event could occur if the
            seller reduced the finance charges and other fees it
            charges and a corresponding decrease in the
            collection of finance charges and fees resulted. In
            addition, changes in the account terms may alter
            payment patterns. If

                                       11
<PAGE>

            payment rates decrease significantly at a time when
            you are scheduled to receive principal, you might
            receive principal more slowly than planned.

            The seller will not reduce the interest rate it
            charges on the receivables or other fees if that
            action would result in a pay out event unless the
            seller is required by law or determines it is
            necessary to maintain its credit card business, based
            on its good faith assessment of its business
            competition.

            The seller will not change the terms of the accounts
            or its servicing practices (including the reduction
            of the required minimum monthly payment and the
            calculation of the amount or the timing of finance
            charges, other fees and charge-offs) unless the
            seller reasonably believes a pay out event would not
            occur for any series and takes the same action on its
            other substantially similar accounts, to the extent
            permitted by those accounts.

            The seller has no restrictions on its ability to
            change the terms of the accounts except as described
            above or in the accompanying prospectus supplement.
            Changes in relevant law, changes in the marketplace
            or prudent business practices could cause the seller
            to change account terms.

            The effect on certificateholders of certain
            litigation against the seller is unclear.

            In May 1996, Andrew B. Spark filed a lawsuit against
            MBNA Corporation, MBNA and certain of its officers
            and its subsidiary, MBNA Marketing Systems, Inc. The
            case is pending in the United States District Court
            for the District of Delaware. This suit is a
            purported class action. The plaintiff alleges that
            MBNA's advertising of its cash promotional annual
            percentage rate program was fraudulent and deceptive.
            The plaintiff seeks unspecified damages including
            actual, treble and punitive damages and attorneys'
            fees for an alleged breach of contract, violation of
            the Delaware Deceptive Trade Practices Act and the
            federal Racketeer Influenced and Corrupt
            Organizations Act. In February 1998, a class was
            certified. In September 2000, the court gave
            preliminary approval to a settlement of this suit.
            This case should have no effect with respect to the
            certificateholders' interests. In October 1998,
            Gerald D. Broder filed a lawsuit against MBNA
            Corporation and MBNA in the Supreme Court of the
            State of New York, County of New York. This suit is a
            purported class action. The plaintiff alleges that
            MBNA's advertising of its cash promotional annual
            percentage rate program was fraudulent and deceptive.
            The plaintiff seeks unspecified damages including
            actual, treble and punitive damages and attorneys'
            fees for an alleged breach of contract, common law
            fraud and violation of New York consumer protection
            statutes. In April 2000, summary judgment was granted
            to MBNA Corporation on the common law fraud claim and
            a class was certified by the court. In May 2000, MBNA
            Corporation filed an appeal from the order certifying
            a class and denying part of defendants' motion for
            summary judgment. MBNA Corporation believes that its
            advertising practices are proper under applicable
            federal and state law and intends to defend this
            action vigorously. It is not clear at this point in
            time what effect, if any, this case will have with
            respect to the certificateholders' interests. See
            "Description of the Certificates--Representations and
            Warranties" in this prospectus.

                                       12
<PAGE>

            Changes to consumer protection laws may impede
            collection efforts or reduce collections.

            Federal and state consumer protection laws regulate
            the creation and enforcement of consumer loans.
            Congress and the states could further regulate the
            credit card and consumer credit industry in ways that
            make it more difficult for the servicer to collect
            payments on the receivables or that reduce the
            finance charges and other fees that the seller can
            charge on credit card account balances. For example,
            if the seller were required to reduce its finance
            charges and other fees, resulting in a corresponding
            decrease in the accounts' effective yield, this could
            lead to a pay out event, resulting in the payment of
            principal sooner than expected. See "Description of
            the Certificates--Pay Out Events" in this prospectus.

            The seller makes representations and warranties
            relating to the validity and enforceability of the
            receivables. Subject to certain conditions described
            under "Description of the Certificates--
            Representations and Warranties" in this prospectus,
            the seller must accept reassignment of each
            receivable that does not comply in all material
            respects with all requirements of applicable law.
            However, we do not anticipate that the trustee will
            make any examination of the receivables or the
            related records for the purpose of determining the
            presence or absence of defects, compliance with
            representations and warranties, or for any other
            purpose. The only remedy if any representation or
            warranty is violated, and the violation continues
            beyond the period of time the seller has to correct
            the violation, is that the seller must accept
            reassignment of the receivables affected by the
            violation (subject to certain conditions described
            under "Description of the Certificates--
            Representations and Warranties" in this prospectus).
            See also "Certain Legal Aspects of the Receivables--
            Consumer Protection Laws" in this prospectus.

            If a cardholder sought protection under federal or
            state bankruptcy or debtor relief laws, a court could
            reduce or discharge completely the cardholder's
            obligations to repay amounts due on its account and,
            as a result, the related receivables would be written
            off as uncollectible. The certificateholders could
            suffer a loss if no funds are available from credit
            enhancement or other sources. See "Description of the
            Certificates--Defaulted Receivables; Rebates and
            Fraudulent Charges; Investor Charge-Offs" in this
            prospectus.

            Payment pattern of receivables could reduce
            collections.

            The receivables may be paid at any time. We cannot
            assure the creation of additional receivables in the
            accounts or that any particular pattern of cardholder
            payments will occur. The commencement and
            continuation of a revolving period, a controlled
            amortization period, a principal amortization period
            or a controlled accumulation period for a series or
            class of that series depend upon the continued
            generation of new receivables to be conveyed to the
            trust. A significant decline in the amount of
            receivables generated could result in the occurrence
            of a pay out event for one or more series and the
            commencement of the rapid amortization period or, if
            applicable, the rapid accumulation period for each of
            those series. If a pay out event occurs, you could
            receive payment of principal sooner than expected.
            The seller's ability to compete in the current
            industry environment will affect its ability to

                                       13
<PAGE>

            generate new receivables and might also affect
            payment patterns on the receivables. In addition,
            changes in finance charges can alter the monthly
            payment rates of cardholders. A significant decrease
            in monthly payment rates could slow the return or
            accumulation of principal during an amortization
            period or accumulation period. See "Maturity
            Considerations" in this prospectus.

            Subordinated classes bear additional risks.

            Where one or more classes in a series are
            subordinated, principal payments on the subordinated
            class or classes generally will not begin until the
            senior class or classes are repaid. Additionally, if
            collections of finance charge receivables allocated
            to a series are insufficient to cover amounts due for
            that series's senior certificates, the investor
            interest for the subordinated certificates might be
            reduced. This would reduce the amount of the
            collections of finance charge receivables available
            to the subordinated certificates in future periods
            and could cause a possible delay or reduction in
            principal and interest payments on the subordinated
            certificates. If receivables had to be sold, the net
            proceeds of that sale available to pay principal
            would be paid first to senior certificateholders and
            any remaining net proceeds would be paid to the
            subordinated certificateholders.

            Allocations of charged-off receivables could reduce
            your payments.

            Each class of certificates will be allocated a
            portion of the receivables written off as
            uncollectible. See "Description of Series
            Provisions--Allocation Percentages" and "MBNA's
            Credit Card Portfolio--Bank Portfolio--Delinquency
            and Gross Charge-Off Experience" in the accompanying
            prospectus supplement. If the written off amounts
            allocated to any certificates exceed the amounts
            available to cover them, which could occur if the
            limited amount of credit enhancement is reduced to
            zero, those certificateholders may not receive the
            full amount of principal and interest due to them.
            See "Description of Series Provisions--Reallocation
            of Cash Flows," "--Application of Collections" and
            "--Defaulted Receivables; Investor Charge-Offs" in
            the accompanying prospectus supplement.

            The interest rate on receivables may fluctuate
            differently than the interest rate on the
            certificates, resulting in reduced payments to you.

            Some accounts may have finance charges set at a
            variable rate based on a designated index (for
            example, the prime rate). A series of certificates
            may bear interest either at a fixed rate or at a
            floating rate based on a different index. If the rate
            charged on the accounts declines, collections of
            finance charge receivables may be reduced without a
            corresponding reduction in the amounts payable as
            interest on the certificates and other amounts paid
            from collections of finance charge receivables. This
            could result in delayed or reduced principal and
            interest payment to you.

            Issuance of additional series by the trust may affect
            the timing of payments.

            The trust has issued other series of certificates and
            is expected to issue additional series from time to
            time. The trust may issue additional series with
            terms that are different from your series without the
            prior review or consent of any certificateholders. It
            is a condition to the issuance of each new series
            that each rating agency that has rated an outstanding
            series confirm in writing that the issuance of the
            new series will not result in a reduction or
            withdrawal of its rating. However, the terms of a new
            series could affect the timing and amounts of
            payments on any other outstanding series.

                                       14
<PAGE>

                                   The Trust

  The trust has been formed in accordance with the laws of the State of
Delaware. The trust is governed by the Pooling and Servicing Agreement, dated
August 4, 1994, between MBNA, as seller and servicer, and The Bank of New York,
as trustee, which has been and may be amended from time to time, and is
referred to in this prospectus as the master agreement. The trust will only
engage in the following business activities:

  . acquiring and holding trust assets;
  . issuing series of certificates and other interests in the trust;
  . making payments on the certificates and other interests; and
  . engaging in related activities (including, with respect to any series,
    obtaining any enhancement and entering into an enhancement agreement
    relating thereto).

  As a consequence, the trust is not expected to have any need for additional
capital resources other than the assets of the trust.

                         MBNA's Credit Card Activities

General

  The receivables conveyed or to be conveyed to the trust by MBNA pursuant to
the master agreement have been or will be generated from transactions made by
holders of selected MasterCard and VISA credit card accounts, including premium
accounts and standard accounts, from the portfolio of MasterCard and VISA
accounts owned by MBNA called the "bank portfolio." Generally, both premium and
standard accounts undergo the same credit analysis, but premium accounts carry
higher credit limits and offer a wider variety of services to the cardholders.
MBNA currently services the bank portfolio in the manner described in the
accompanying prospectus supplement. Certain data processing and administrative
functions associated with the servicing of the bank portfolio are performed on
behalf of MBNA by MBNA Hallmark Information Services, Inc. See "--Description
of MBNA Hallmark" in this prospectus. MBNA Hallmark is a wholly-owned
subsidiary of MBNA.

Acquisition and Use of Credit Card Accounts

  MBNA primarily relies on affinity marketing in the acquisition of new credit
card accounts. Affinity marketing involves the solicitation of prospective
cardholders from identifiable groups with a common interest or a common cause.
Affinity marketing is conducted through two approaches: (1) solicitation of
members of organized membership groups with the endorsement of such group's
leadership; and (2) direct solicitation of purchased list prospects. This may
be supplemented by the purchase of affinity relationships, including related
credit card receivables. MBNA also relies on targeted direct response marketing
in the acquisition of new accounts.

  Credit applications that are approved are reviewed individually by a credit
analyst. Credit analysts approve applications and assign credit lines based on
a review of the potential customer's financial history and capacity to repay.
Credit analysts review credit reports obtained through an independent credit
reporting agency, and use a delinquency probability model to assist them in
reaching a credit decision for each applicant. Credit analysts also review and
verify other information, such as employment and income, when necessary to make
a credit decision. Further levels of review are automatically triggered,
depending upon the levels of risk indicated by the delinquency probability
model. Credit analysts review applications obtained through pre-approved offers
to ensure adherence to credit standards and that the appropriate credit limit
is assigned. MBNA's Loan Review Department independently reviews selected
applications to ensure quality and consistency. Less than half of all credit
applications are approved.

  Credit card accounts that have been purchased by MBNA were originally opened
using criteria established by institutions other than MBNA and may not have
been subject to the same level of credit review as accounts established by
MBNA. It is expected that portfolios of credit card accounts purchased by MBNA
from other credit card issuers will be added to the trust from time to time.

                                       15
<PAGE>

  Each cardholder is subject to an agreement with MBNA governing the terms and
conditions of the related MasterCard or VISA account. Under each such
agreement, MBNA reserves the right, upon advance notice to the cardholder, to
add or to change any terms, conditions, services or features of its MasterCard
or VISA accounts at any time, including increasing or decreasing periodic
finance charges, other charges or minimum payment terms. The agreement with
each cardholder provides that MBNA may apply such changes, when applicable, to
current outstanding balances as well as to future transactions. The cardholder
can avoid certain changes in terms by giving timely written notification to
MBNA and by not using the account.

  A cardholder may use the credit card for two types of transactions: purchases
and cash advances. Cardholders make purchases when using the credit card to pay
for goods or services. A cash advance is made when a credit card is used to
obtain cash from a financial institution or an automated teller machine.
Cardholders may use special cash advance checks issued by MBNA to draw against
their MasterCard or VISA credit lines. Cardholders may draw against their MBNA
credit lines as a cash advance by transferring balances owed to other creditors
to their MBNA accounts.

Description of MBNA Hallmark

  Credit card processing services performed by MBNA Hallmark include data
processing, payment processing, statement rendering, card production and
network services. MBNA Hallmark's data network provides an interface to
MasterCard International Inc. and VISA U.S.A., Inc. for performing
authorizations and funds transfers. Most data processing and network functions
are performed at MBNA Hallmark's facility in Addison, Texas.

Interchange

  Creditors participating in the VISA and MasterCard associations receive
certain fees from VISA and MasterCard, called "interchange," as partial
compensation for taking credit risk, absorbing fraud losses and funding
receivables for a limited period prior to initial billing. Under the VISA and
MasterCard systems, a portion of this interchange in connection with cardholder
charges for goods and services is passed from banks which clear the
transactions for merchants to credit card issuing banks. Interchange fees are
set annually by MasterCard and VISA and are based on the number of credit card
transactions and the amount charged per transaction. The seller may be
required, as described in the accompanying prospectus supplement, to transfer
to the trust a percentage of the interchange attributed to cardholder charges
for goods and services in the related accounts. If so required to be
transferred, interchange arising under the related accounts will be allocated
to the related certificates of any series in the manner provided in the
accompanying prospectus supplement, and, unless otherwise provided in the
accompanying prospectus supplement, will be treated as collections of finance
charge receivables and will be used to pay required monthly payments including
interest on the related series of certificates, and, in some cases, to pay all
or a portion of the servicing fee paid to the servicer.

Competition in the Credit Card Industry

  The credit card industry is highly competitive. As new credit card companies
enter the market and all companies try to expand their market share, effective
advertising, target marketing and pricing strategies grow in importance. MBNA's
ability to compete in this industry environment will affect its ability to
generate new receivables and might also affect payment patterns on the
receivables. If the rate at which MBNA generates new receivables declines
significantly, MBNA might be unable to designate additional accounts to the
trust and a Pay Out Event could occur, resulting in payment of principal sooner
than expected. If the rate at which MBNA generates new receivables decreases
significantly at a time when certificateholders are scheduled to receive
principal, certificateholders might receive principal more slowly than planned.

                                The Receivables

  The receivables in the trust, called the "trust portfolio," will arise in
accounts selected from the bank portfolio on the basis of criteria set forth in
the master agreement as applied on the date, called the

                                       16
<PAGE>

"cut-off date," specified in the accompanying prospectus supplement and, with
respect to additional accounts, as of the date of their designation. The seller
will have the right (subject to certain limitations and conditions set forth
therein), and in some circumstances will be obligated, to designate from time
to time additional eligible revolving credit card accounts to be included as
accounts and to transfer to the trust all receivables of such additional
accounts, whether such receivables are then existing or thereafter created, or
to transfer to the trust participations in receivables instead. Any additional
accounts designated by the seller must meet certain eligibility requirements on
the date of designation. The seller also has the right (subject to certain
limitations and conditions) to designate certain accounts and to require the
trustee to reconvey all receivables in such accounts to the seller, whether
such receivables are then existing or thereafter created. Throughout the term
of the trust, the accounts from which the receivables arise will be the
accounts designated by the seller on the cut-off date plus any additional
accounts minus any removed accounts. With respect to each series of
certificates, the seller will represent and warrant to the trust that, as of
the date of issuance of the related series and the date receivables are
conveyed to the trust, such receivables meet certain eligibility requirements.
See "Description of the Certificates--Representations and Warranties" in this
prospectus.

  The prospectus supplement relating to each series of certificates will
provide certain information about the trust portfolio as of the date specified.
Such information will include, but not be limited to, the amount of principal
receivables, the amount of finance charge receivables, the range of principal
balances of the accounts and the average thereof, the range of credit limits of
the accounts and the average thereof, the range of ages of the accounts and the
average thereof, the geographic distribution of the accounts, the types of
accounts and delinquency statistics relating to the accounts.

                            Maturity Considerations

  For each series, following the revolving period, collections of principal
receivables are expected to be:

  . distributed to holders of specified classes of certificates on each
    specified distribution date during the controlled amortization period or
    the principal amortization period; or
  . accumulated for payment to certificateholders of specified classes during
    a controlled accumulation period and, under certain limited circumstances
    if so specified in the accompanying prospectus supplement, a rapid
    accumulation period, and distributed on a scheduled payment date.

  If the rapid amortization period commences, collections of principal
receivables will be paid to certificateholders in the manner described in this
prospectus and in the accompanying prospectus supplement. The accompanying
prospectus supplement will specify:

  . when the amortization period or accumulation period will commence;
  . the principal payments expected or available to be received or
    accumulated during such amortization period or accumulation period, or on
    the scheduled payment date, as applicable;
  . the manner and priority of principal accumulations and payments among the
    classes of a series;
  . the payment rate assumptions on which such expected principal
    accumulations and payments are based; and
  . the Pay Out Events which, if any were to occur, would lead to the
    commencement of a rapid amortization period or, if so specified in the
    accompanying prospectus supplement, a rapid accumulation period.

  We cannot assure you, however, that the principal receivables allocated to be
paid to you will be available for distribution or accumulation for payment on
each distribution date during the amortization period or accumulation period,
or on the scheduled payment date, as applicable. In addition, we cannot assure
you that the payment rate assumptions for any series will prove to be correct.
The accompanying prospectus supplement will provide certain historical data
relating to payments by cardholders, total charge-offs and other related
information relating to the bank portfolio. There can be no assurance that
future events will be consistent with such historical data.

                                       17
<PAGE>

  Cardholders' use of credit and payment patterns may change due to:

  . seasonal variations;
  . the payment habits of individual cardholders; or
  . a variety of social, technological, legal and economic factors.

  As a result, the amount of collections of receivables may vary from month to
month. Economic factors include the rate of inflation, unemployment levels and
relative interest rates.

  While the addresses of the cardholders in the portfolio suggest a wide
geographic distribution, the seller is unable to determine the extent to which
these factors may affect future credit use or payment patterns.

  We cannot assure you that collections of principal receivables with respect
to the trust portfolio, and thus the rate at which certificateholders could
expect to receive or accumulate payments of principal on their certificates
during an amortization period or accumulation period, or on any scheduled
payment date, as applicable, will be similar to any historical experience set
forth in the accompanying prospectus supplement. If a Pay Out Event occurs and
the rapid amortization period commences, the average life and maturity of your
certificates could be significantly reduced.

  We cannot assure you that the actual number of months elapsed from the date
of issuance of a series of certificates to the final distribution date for the
certificates will equal the expected number of months, because, for any series:

  . there may be a slowdown in the payment rate below the payment rate used
    to determine the amount of collections of principal receivables scheduled
    or available to be distributed or accumulated for later payment to
    certificateholders during an amortization period or an accumulation
    period, or on any scheduled payment date, as applicable; or
  . a Pay Out Event may occur which could initiate the rapid amortization
    period.

                                Use of Proceeds

  The net proceeds from the sale of each series of certificates offered hereby
will be paid to the seller. The seller will use such proceeds for its general
corporate purposes.

                           MBNA and MBNA Corporation

  MBNA America Bank, National Association, a national banking association
located in Wilmington, Delaware, conducts nationwide consumer lending programs
principally comprised of credit card related activities. MBNA is a wholly-owned
subsidiary of MBNA Corporation. MBNA was organized in January 1991 as the
successor of a national bank formed in 1982. MBNA Corporation is a bank holding
company organized under the laws of Maryland on December 6, 1990 and registered
under the Bank Holding Company Act of 1956, as amended. The prospectus
supplement for each series of certificates will provide additional information,
including financial information, relating to MBNA, MBNA's credit card
activities and MBNA Corporation.

                        Description of the Certificates

  The certificates will be issued in series. Each series will represent an
interest in the trust other than the interests represented by any other series
of certificates issued by the trust (which may include series offered pursuant
to this prospectus) and the Seller Interest. Each series will be issued
pursuant to the master agreement and a series supplement to the master
agreement, a copy of the form of which is filed as an exhibit to the
registration statement of which this prospectus is a part. The prospectus
supplement for each series will describe any provisions which may differ
materially from the exhibits filed with the registration statement.

                                       18
<PAGE>

  The following summaries describe certain provisions common to each series of
certificates.

General

  The certificates of each series will represent interests in certain assets of
the trust, including the right to the applicable investor percentage of all
cardholder payments on the receivables in the trust. For each series of
certificates, unless otherwise specified in the accompanying prospectus
supplement, the "Investor Interest" on any date will be equal to:

    (1)the initial Investor Interest as of the related closing date for such
  series (increased by the principal balance of any certificates of such
  series issued after the closing date for such series); minus

    (2)the amount of principal paid to the related certificateholders prior
  to such date; minus

    (3)the amount of unreimbursed Investor Charge-Offs with respect to such
  certificates prior to such date.

  If so specified in the prospectus supplement relating to any series of
certificates, under certain circumstances the Investor Interest may be further
adjusted by the amount of principal allocated to certificateholders, the funds
on deposit in any specified account, and any other amount specified in the
accompanying prospectus supplement.

  Each series of certificates may consist of one or more classes, one or more
of which may be senior certificates and one or more of which may be
subordinated certificates. Each class of a series will evidence the right to
receive a specified portion of each distribution of principal or interest or
both. The Investor Interest with respect to a series with more than one class
will be allocated among the classes as described in the accompanying prospectus
supplement. The certificates of a class may differ from certificates of other
classes of the same series in, among other things, the amounts allocated to
principal payments, maturity date, certificate rate and the availability of
enhancement.

  For each series of certificates, payments and deposits of interest and
principal will be made on distribution dates to certificateholders in whose
names the certificates were registered on the record dates specified in the
accompanying prospectus supplement. Interest will be distributed to
certificateholders in the amounts, for the periods and on the dates specified
in the accompanying prospectus supplement.

  The seller initially will own the "Seller Interest" which represents the
interest in the trust not represented by the certificates issued and
outstanding under the trust or the rights, if any, of any credit enhancement
providers to receive payments from the trust. The holder of the Seller
Interest, subject to certain limitations, will have the right to a percentage,
called the "Seller Percentage," of all cardholder payments from the receivables
in the trust. The Seller Interest may be transferred in whole or in part
subject to certain limitations and conditions set forth in the master
agreement. At the discretion of the seller, the Seller Interest may be held
either in an uncertificated form or in the form of a certificate representing
the Seller Interest, called a "seller certificate." See "--Certain Matters
Regarding the Seller and the Servicer" in this prospectus.

  With respect to each series of certificates, during the revolving period, the
amount of the Investor Interest in the trust will remain constant except under
certain limited circumstances. See "--Defaulted Receivables; Rebates and
Fraudulent Charges; Investor Charge-Offs" in this prospectus. The amount of
principal receivables in the trust, however, will vary each day as new
principal receivables are created and others are paid. The amount of the Seller
Interest will fluctuate each day, therefore, to reflect the changes in the
amount of the principal receivables in the trust. When a series is amortizing,
the Investor Interest of such series will decline as customer payments of
principal receivables are collected and distributed to or accumulated for
distribution to the certificateholders. As a result, the Seller Interest will
generally increase to reflect reductions in the Investor Interest for such
series and will also change to reflect the variations in the amount of
principal receivables in the trust. The Seller Interest may also be reduced as
the result of the issuance of a new series. See "--New Issuances" in this
prospectus.

                                       19
<PAGE>

  Unless otherwise specified in the accompanying prospectus supplement,
certificates of each series initially will be represented by certificates
registered in the name of the nominee of DTC, called, together with any
successor depository selected by the seller, the "depository," except as set
forth below. Unless otherwise specified in the accompanying prospectus
supplement, with respect to each series of certificates, beneficial interests
in the certificates will be available for purchase in minimum denominations of
$1,000 and integral multiples thereof in book-entry form only. The seller has
been informed by DTC that DTC's nominee will be Cede & Co. Accordingly, Cede is
expected to be the holder of record of each series of certificates. No owner of
beneficial interests in the certificates, called a "certificate owner,"
acquiring an interest in the certificates will be entitled to receive a
certificate representing such person's interest in the certificates. Unless and
until certificates in fully registered, certificated form are issued for any
series under the limited circumstances described in this prospectus:

  . all references in this prospectus or any related prospectus supplement to
    actions by certificateholders shall refer to actions taken by DTC upon
    instructions from its participants; and
  . the trustee will not consider a certificate owner to be a
    certificateholder (as that term is used in the master agreement) and all
    references in this prospectus or any related prospectus supplement to
    distributions, notices, reports and statements to certificateholders
    shall refer to distributions, notices, reports and statements to DTC or
    Cede, as the registered holder of the certificates, as the case may be,
    for distribution to certificate owners in accordance with DTC procedures.

  Therefore, until such time, a certificate owner will only be able to exercise
its rights as certificateholders indirectly through DTC, Clearstream Banking,
societe anonyme or the Euroclear System and their participating organizations.
See "--Book-Entry Registration" and "--Definitive Certificates" in this
prospectus.

  If so specified in the prospectus supplement relating to a series,
application will be made to list the certificates of such series, or all or a
portion of any class thereof, on the Luxembourg Stock Exchange or any other
specified exchange.

Book-Entry Registration

  Certificateholders may hold their certificates through DTC (in the United
States) or Clearstream or Euroclear (in Europe) if they are participants of
such systems, or indirectly through organizations that are participants in such
systems.

  Cede, as nominee for DTC, will hold the global certificates. Clearstream and
Euroclear will hold omnibus positions on behalf of the Clearstream customers
and the Euroclear participants, respectively, through customers' securities
accounts in Clearstream's and Euroclear's names on the books of their
respective depositaries, collectively called the "depositaries," which in turn
will hold such positions in customers' securities accounts in the depositaries'
names on the books of DTC.

  DTC is a limited-purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC was created to hold securities for its
participants and facilitate the clearance and settlement of securities
transactions between its participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers
(who may include the underwriters of any series), banks, trust companies and
clearing corporations and may include certain other organizations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies, as indirect participants, that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly.

                                       20
<PAGE>

  Transfers between DTC participants will occur in accordance with DTC rules.
Transfers between Clearstream customers and Euroclear participants will occur
in the ordinary way in accordance with their applicable rules and operating
procedures.

  Cross-market transfers between persons holding directly or indirectly through
DTC, on the one hand, and directly or indirectly through Clearstream customers
or Euroclear participants, on the other, will be effected in DTC in accordance
with DTC rules on behalf of the relevant European international clearing system
by its depositary; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system
by the counterparty in such system in accordance with its rules and procedures
and within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its depositary to take action to effect
final settlement on its behalf by delivering or receiving securities in DTC,
and making or receiving payment in accordance with normal procedures for same-
day funds settlement applicable to DTC. Clearstream customers and Euroclear
participants may not deliver instructions directly to the depositaries.

  Because of time-zone differences, credits of securities in Clearstream or
Euroclear as a result of a transaction with a DTC participant will be made
during the subsequent securities settlement processing, dated the business day
following the DTC settlement date, and such credits or any transactions in such
securities settled during such processing will be reported to the relevant
Clearstream customer or Euroclear participant on such business day. Cash
received in Clearstream or Euroclear as a result of sales of securities by or
through a Clearstream customer or a Euroclear participant to a DTC participant
will be received with value on the DTC settlement date but will be available in
the relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.

  Certificate owners that are not participants or indirect participants but
desire to purchase, sell or otherwise transfer ownership of, or other interest
in, certificates may do so only through participants and indirect participants.
In addition, certificate owners will receive all distributions of principal of
and interest on the certificates from the trustee through the participants who
in turn will receive them from DTC. Under a book-entry format, certificate
owners may experience some delay in their receipt of payments, since such
payments will be forwarded by the trustee to Cede, as nominee for DTC. DTC will
forward such payments to its participants which thereafter will forward them to
indirect participants or certificate owners. It is anticipated that the only
certificateholder will be Cede, as nominee of DTC.

  Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among participants
on whose behalf it acts with respect to the certificates and is required to
receive and transmit distributions of principal and interest on the
certificates. Participants and indirect participants with which certificate
owners have accounts with respect to the certificates similarly are required to
make book-entry transfers and receive and transmit such payments on behalf of
their respective certificate owners. Accordingly, although certificate owners
will not possess certificates, certificate owners will receive payments and
will be able to transfer their interests.

  Because DTC can only act on behalf of participants, who in turn act on behalf
of indirect participants and certain banks, the ability of a certificate owner
to pledge certificates to persons or entities that do not participate in the
DTC system, or otherwise take actions in respect of such certificates, may be
limited due to the lack of a physical certificate for such certificates.

  DTC has advised the seller that it will take any action permitted to be taken
by a certificateholder under the master agreement only at the direction of one
or more participants to whose account with DTC the certificates are credited.
Additionally, DTC has advised the seller that it will take such actions with
respect to specified percentages of the Investor Interest only at the direction
of and on behalf of participants whose holdings include interests that satisfy
such specified percentages. DTC may take conflicting actions with respect to
other interests to the extent that such actions are taken on behalf of
participants whose holdings include such interests.

  Clearstream is incorporated under the laws of Luxembourg. Clearstream holds
securities for its customers and facilitates the clearance and settlement of
securities transactions between Clearstream customers through

                                       21
<PAGE>

electronic book-entry changes in accounts of Clearstream customers, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled in Clearstream in any of 36 currencies, including United States
dollars. Clearstream provides to its Clearstream customers, among other things,
services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream also deals with domestic securities markets in over 30 countries
through established depository and custodial relationships. Clearstream is
registered as a bank in Luxembourg, and as such is subject to regulation by the
Commission de Surveillance du Secteur Financier, which supervises Luxembourg
banks. Clearstream's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include the underwriters
of any series of certificates. Clearstream's U.S. customers are limited to
securities brokers and dealers and banks. Currently, Clearstream has
approximately 2,000 customers located in over 80 countries, including all major
European countries, Canada and the United States. Indirect access to
Clearstream is also available to other institutions that clear through or
maintain a custodial relationship with an account holder of Clearstream.
Clearstream has established an electronic bridge with Morgan Guaranty Trust
Company of New York as the operator of the Euroclear System in Brussels to
facilitate settlement of trades between Clearstream and Euroclear.

  Euroclear was created in 1968 to hold securities for participants of the
Euroclear System and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and cash.
Transactions may now be settled in any of 27 currencies, including United
States dollars. The Euroclear System includes various other services, including
securities lending and borrowing and interfaces with domestic markets in
several countries generally similar to the arrangements for cross-market
transfers with DTC described above. The Euroclear System is operated by Morgan
Guaranty Trust Company of New York, Brussels, Belgium office as the Euroclear
operator, under contract with Euro-clear Clearance System, S.C., a Belgian
cooperative corporation. All operations are conducted by the Euroclear
operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear operator, not the cooperative. The
cooperative establishes policy for the Euroclear System on behalf of Euroclear
participants. Euroclear participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the underwriters of any series of certificates. Indirect access
to the Euroclear System is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either directly
or indirectly.

  The Euroclear operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.

  Securities clearance accounts and cash accounts with the Euroclear operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System and applicable Belgian
law. These rules and laws govern transfers of securities and cash within the
Euroclear System, withdrawal of securities and cash from the Euroclear System,
and receipts of payments with respect to securities in the Euroclear System.
All securities in the Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear operator acts under these rules and laws only on behalf of
Euroclear participants and has no record of or relationship with persons
holding through Euroclear participants.

  Distributions with respect to certificates held through Clearstream or
Euroclear will be credited to the cash accounts of Clearstream customers or
Euroclear participants in accordance with the relevant system's rules and
procedures, to the extent received by its depositary. Such distributions will
be subject to tax reporting in accordance with relevant United States tax laws
and regulations. See "Federal Income Tax Consequences" in this prospectus.
Clearstream or the Euroclear operator, as the case may be, will take any other
action permitted to be taken by a certificateholder under the master agreement
on behalf of a Clearstream customer or Euroclear participant only in accordance
with its relevant rules and procedures and subject to its depositary's ability
to effect such actions on its behalf through DTC.

                                       22
<PAGE>

  Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of certificates among participants
of DTC, Clearstream and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued at
any time.

Definitive Certificates

  We refer to certificates issued in fully registered, certificated form as
"definitive certificates." The certificates of each series will be issued as
definitive certificates to certificate owners or their nominees rather than to
DTC or its nominee, only if:

    (1)the seller advises the trustee in writing that DTC is no longer
  willing or able to discharge properly its responsibilities as depository
  with respect to such series, and the trustee or the seller is unable to
  locate a qualified successor;

    (2)the seller, at its option, advises the trustee in writing that it
  elects to terminate the book-entry system through DTC; or

    (3)after the occurrence of a Servicer Default, certificate owners
  representing not less than 50% (or such other percentage specified in the
  accompanying prospectus supplement) of the Investor Interest advise the
  trustee and DTC through participants in writing that the continuation of a
  book-entry system through DTC (or a successor thereto) is no longer in the
  best interest of the certificate owners.

Upon the occurrence of any of these events, DTC is required to notify all
participants of the availability through DTC of definitive certificates. Upon
surrender by DTC of the definitive certificate representing the certificates
and instructions for re-registration, the trustee will issue the certificates
as definitive certificates, and thereafter the trustee will recognize the
holders of such definitive certificates as holders of certificates under the
master agreement.

  Distribution of principal and interest on the certificates will be made by
the trustee directly to holders of definitive certificates in accordance with
the procedures set forth in this prospectus and in the master agreement.
Interest payments and any principal payments on each distribution date will be
made to holders in whose names the definitive certificates were registered at
the close of business on the related record date. Distributions will be made by
check mailed to the address of such holder as it appears on the register
maintained by the trustee. The final payment on any certificate (whether
definitive certificates or the certificates registered in the name of Cede
representing the certificates), however, will be made only upon presentation
and surrender of such certificate at the office or agency specified in the
notice of final distribution to certificateholders. The trustee will provide
such notice to registered certificateholders not later than the fifth day of
the month of such final distributions.

  Definitive certificates will be transferable and exchangeable at the offices
of the transfer agent and registrar, which shall initially be the trustee. No
service charge will be imposed for any registration of transfer or exchange,
but the transfer agent and registrar may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection therewith. The
transfer agent and registrar shall not be required to register the transfer or
exchange of definitive certificates for a period of fifteen days preceding the
due date for any payment with respect to such definitive certificates.

Interest Payments

  Interest will accrue on the certificates from the relevant closing date at
the applicable certificate rate, which may be a fixed, floating or other type
of rate as specified in the accompanying prospectus supplement. Interest will
be distributed or deposited with respect to certificateholders on the
distribution dates. Interest payments or deposits on any distribution date will
be funded from collections of finance charge receivables allocated to the
Investor Interest during the preceding monthly period or periods and may be
funded from certain investment earnings on funds held in accounts of the trust
and, from any applicable credit enhancement, if necessary, or certain other
amounts as specified in the accompanying prospectus supplement.


                                       23
<PAGE>

  If the distribution dates for payment or deposit of interest for a series or
class occur less frequently than monthly, such collections or other amounts (or
the portion thereof allocable to a class) may be deposited in one or more
interest funding accounts pending distribution to the certificateholders of
such series or class, as described in the accompanying prospectus supplement.
If a series has more than one class, each such class may have a separate
interest funding account.

  The prospectus supplement relating to each series of certificates will
describe:

  . the amounts and sources of interest payments to be made;
  . the certificate rate; and
  . for a series or class thereof bearing interest at a floating certificate
    rate:
    . the initial certificate rate or the date and manner for determining
      the initial certificate rate;
    . the dates and the manner for determining subsequent certificate
      rates; and
    . the formula, index or other method by which such certificate rates
      are determined.

Principal Payments

  During the revolving period for each series of certificates, no principal
payments will be made to the certificateholders of such series.

  During the controlled amortization period or principal amortization period,
as applicable, which will be scheduled to begin on the date specified in, or
determined in the manner specified in, the accompanying prospectus supplement,
and during the rapid amortization period, which will begin upon the occurrence
of a Pay Out Event or, if so specified in the accompanying prospectus
supplement, the rapid accumulation period, principal will be paid to the
certificateholders in the amounts and on the dates specified in the
accompanying prospectus supplement.

  During an accumulation period, principal will be accumulated in a principal
funding account established for the benefit of such certificateholders for
later distribution to certificateholders on the scheduled payment date in the
amounts specified in the accompanying prospectus supplement.

  Principal payments for any series or class will be funded from collections of
principal receivables received during the related monthly period or periods as
specified in the accompanying prospectus supplement and allocated to such
series or class and from certain other sources specified in the accompanying
prospectus supplement. In the case of a series with more than one class, the
certificateholders of one or more classes may receive payments of principal at
different times. The accompanying prospectus supplement will describe the
manner, timing and priority of payments of principal to certificateholders of
each class.

  Funds on deposit in any principal funding account applicable to a series may
be subject to a guaranteed rate agreement or guaranteed investment contract or
other arrangement specified in the accompanying prospectus supplement intended
to assure a minimum rate of return on the investment of such funds. In order to
enhance the likelihood of the payment in full of the principal amount of a
series or class of certificates at the end of an accumulation period, such
series or class may be subject to a principal guaranty or other similar
arrangement specified in the accompanying prospectus supplement.

Transfer and Assignment of Receivables

  The seller has transferred and assigned all of its right, title and interest
in and to the receivables in the accounts and all receivables thereafter
created in the accounts.

  In connection with each previous transfer of the receivables to the trust,
the seller indicated, and in connection with each subsequent transfer of
receivables to the trust, the seller will indicate, in its computer files that
the receivables have been conveyed to the trust. In addition, the seller has
provided to the trustee computer files or microfiche lists, containing a true
and complete list showing each account, identified by account number

                                       24
<PAGE>

and by total outstanding balance on the date of transfer. The seller will not
deliver to the trustee any other records or agreements relating to the accounts
or the receivables, except in connection with additions or removals of
accounts. Except as stated above, the records and agreements relating to the
accounts and the receivables in the trust maintained by the seller or the
servicer are not and will not be segregated by the seller or the servicer from
other documents and agreements relating to other credit card accounts and
receivables and are not and will not be stamped or marked to reflect the
transfer of the receivables to the trust, but the computer records of the
seller are and will be required to be marked to evidence such transfer. The
seller has filed Uniform Commercial Code financing statements with respect to
the receivables in the trust meeting the requirements of Delaware state law.
See "Risk Factors" and "Certain Legal Aspects of the Receivables" in this
prospectus.

New Issuances

  The master agreement provides that, pursuant to any one or more series
supplements, the holder of the Seller Interest may cause the trustee to issue
one or more new series of certificates and may define all principal terms of
such series. Each series issued may have different terms and enhancements than
any other series. None of the seller, the servicer, the trustee or the trust is
required or intends to obtain the consent of any certificateholder of any other
series previously issued by the trust prior to the issuance of a new series.
However, as a condition of a new issuance, the holder of the Seller Interest
will deliver to the trustee written confirmation that the new issuance will not
result in the reduction or withdrawal by any rating agency of its rating of any
outstanding series. The seller may offer any series under a prospectus or other
disclosure document in offerings pursuant to this prospectus or in transactions
either registered under the Securities Act of 1933, as amended, or exempt from
registration thereunder directly, through one or more other underwriters or
placement agents, in fixed-price offerings or in negotiated transactions or
otherwise.

  Under the master agreement, the holder of the Seller Interest may cause a new
issuance by notifying the trustee at least three days in advance of the date
upon which the new issuance is to occur. The notice will state the designation
of any series to be issued and:

    (1) its initial principal amount (or method for calculating such amount)
  which amount may not be greater than the current principal amount of the
  Seller Interest;

    (2) its certificate rate (or method of calculating such rate); and

    (3) the provider of any credit enhancement.

  The trustee will authenticate a new series only if it receives the following,
among others:

    (1) a series supplement specifying the principal terms of such series;

    (2)(a) an opinion of counsel to the effect that, unless otherwise stated
  in the related series supplement, the certificates of such series will be
  characterized as indebtedness for federal income tax purposes; and

     (b) an opinion of counsel to the effect that, for federal income tax
  purposes:

        (i) such issuance will not adversely affect the tax
      characterization as debt of certificates of any outstanding series
      or class that were characterized as debt at the time of their
      issuance;

        (ii) following such issuance the trust will not be deemed to be an
      association (or publicly traded partnership) taxable as a
      corporation; and

        (iii) such issuance will not cause or constitute an event in which
      gain or loss would be recognized by any certificateholder or the
      trust (an opinion of counsel with respect to any matter to the
      effect referred to in clause (b) with respect to any action is
      referred to in this prospectus as a "Tax Opinion");

    (3) if required by the related series supplement, the form of credit
  enhancement;

    (4) if credit enhancement is required by the series supplement, an
  appropriate credit enhancement agreement executed by the seller and the
  issuer of the credit enhancement;

                                       25
<PAGE>

    (5) written confirmation from each rating agency that the new issuance
  will not result in such rating agency's reducing or withdrawing its rating
  on any then outstanding series rated by it; and

    (6) an officer's certificate of the seller to the effect that after
  giving effect to the new issuance the seller would not be required to add
  additional accounts pursuant to the master agreement and the Seller
  Interest would be at least equal to a specified minimum level, called the
  "Minimum Seller Interest."

Representations and Warranties

  The seller has made in the master agreement certain representations and
warranties to the trust to the effect that, among other things:

    (a) as of the closing date, the seller was duly incorporated and in good
  standing and that it has the authority to consummate the transactions
  contemplated by the master agreement; and

    (b) as of the cut-off date (or as of the date of the designation of
  additional accounts), each account was an Eligible Account (as defined
  below).

  If,

    (1) any of these representations and warranties proves to have been
  incorrect in any material respect when made, and continues to be incorrect
  for 60 days after notice to the seller by the trustee or to the seller and
  the trustee by the certificateholders holding more than 50% of the Investor
  Interest of the related series; and

    (2) as a result the interests of the certificateholders are materially
  and adversely affected, and continue to be materially and adversely
  affected during such period;

then the trustee or certificateholders holding more than 50% of the Investor
Interest may give notice to the seller (and to the trustee in the latter
instance) declaring that a Pay Out Event has occurred, thereby commencing the
rapid amortization period or, if so specified in the accompanying prospectus
supplement, the rapid accumulation period.

  The seller has also made representations and warranties to the trust relating
to the receivables in the trust to the effect that, among other things:

    (a) as of the closing date of the initial series of certificates issued
  by the trust, each of the receivables then existing in the trust is an
  Eligible Receivable (as defined below); and

    (b) as of the date of creation of any new receivable, such receivable is
  an Eligible Receivable and the representation and warranty that the
  transfer was a sale or the grant of a perfected security interest, as
  described below, is true and correct with respect to such receivable.

  In the event:

    (1) of a breach of any representation and warranty set forth in this
  paragraph, within 60 days, or such longer period as may be agreed to by the
  trustee, of the earlier to occur of the discovery of such breach by the
  seller or servicer or receipt by the seller of written notice of such
  breach given by the trustee, or, with respect to certain breaches relating
  to prior liens, immediately upon the earlier to occur of such discovery or
  notice; and

    (2) that as a result of such breach, the receivables in the accounts of
  the trust are charged-off as uncollectible, the trust's rights in, to or
  under the receivables or its proceeds are impaired or the proceeds of such
  receivables are not available for any reason to the trust free and clear of
  any lien (except for certain tax, governmental and other nonconsensual
  liens);

then the seller shall accept reassignment of each principal receivable as an
ineligible receivable to which such breach relates on the terms and conditions
set forth below. However, no such reassignment shall be required to be made
with respect to such ineligible receivable if, on any day within the applicable
period (or such longer period as may be agreed to by the trustee), the
representations and warranties with respect to such ineligible receivable shall
then be true and correct in all material respects.

                                       26
<PAGE>

  The seller will accept reassignment of each ineligible receivable by
directing the servicer to deduct the amount of each such ineligible receivable
from the aggregate amount of principal receivables used to calculate the Seller
Interest. In the event that the exclusion of an ineligible receivable from the
calculation of the Seller Interest would cause the Seller Interest to be a
negative number, on the date of reassignment of such ineligible receivable the
seller shall make a deposit in the principal account in immediately available
funds in an amount equal to the amount by which the Seller Interest would be
reduced below zero. Any such deduction or deposit shall be considered a
repayment in full of the ineligible receivable. The obligation of the seller to
accept reassignment of any ineligible receivable is the sole remedy respecting
any breach of the representations and warranties set forth in this paragraph
with respect to such receivable available to the certificateholders or the
trustee on behalf of certificateholders.

  The seller has also represented and warranted to the trust to the effect
that, among other things, as of the closing date of the initial series of
certificates issued by the trust:

  (a) the master agreement will constitute a legal, valid and binding
obligation of the seller; and

  (b) the transfer of receivables by it to the trust under the master agreement
will constitute either:

    . a valid transfer and assignment to the trust of all right, title and
      interest of the seller in and to the receivables in the trust (other
      than receivables in additional accounts), whether then existing or
      thereafter created and the proceeds thereof (including amounts in any
      of the accounts established for the benefit of certificateholders);
      or

    . the grant of a first priority perfected security interest in such
      receivables (except for certain tax, governmental and other
      nonconsensual liens) and the proceeds thereof (including amounts in
      any of the accounts established for the benefit of
      certificateholders), which is effective as to each such receivable
      upon the creation thereof.

In the event of a breach of any of the representations and warranties described
in this paragraph, either the trustee or the holders of certificates evidencing
interests in the trust aggregating more than 50% of the aggregate Investor
Interest of all series outstanding under the trust may direct the seller to
accept reassignment of the trust portfolio within 60 days of such notice, or
within such longer period specified in such notice. The seller will be
obligated to accept reassignment of such receivables in the trust on a
distribution date occurring within such applicable period. Such reassignment
will not be required to be made, however, if at any time during such applicable
period, or such longer period, the representations and warranties shall then be
true and correct in all material respects. The deposit amount for such
reassignment will be equal to:

  .  the Investor Interest and Enhancement Invested Amount, if any, for each
     series outstanding under the trust on the last day of the monthly period
     preceding the distribution date on which the reassignment is scheduled
     to be made; minus
  .  the amount, if any, previously allocated for payment of principal to
     such certificateholders or such holders of the Enhancement Invested
     Amount or the Collateral Interest, if any, on such distribution date;
     plus
  .  an amount equal to all accrued and unpaid interest less the amount, if
     any, previously allocated for payment of such interest on such
     distribution date.

  The payment of the reassignment deposit amount and the transfer of all other
amounts deposited for the preceding month in the distribution account will be
considered a payment in full of the Investor Interest and the Enhancement
Invested Amount, if any, for each such series required to be repurchased and
will be distributed upon presentation and surrender of the certificates for
each such series. If the trustee or certificateholders give a notice as
provided above, the obligation of the seller to make any such deposit will
constitute the sole remedy respecting a breach of the representations and
warranties available to the trustee or such certificateholders.

  An "Eligible Account" means, as of the cut-off date (or, with respect to
additional accounts, as of their date of designation for inclusion in the
trust), each account owned by the seller:


                                       27
<PAGE>

    (a) which was in existence and maintained with the seller;

    (b) which is payable in United States dollars;

    (c) the customer of which has provided, as his most recent billing
  address, an address located in the United States or its territories or
  possessions;

    (d) which has not been classified by the seller as cancelled,
  counterfeit, deleted, fraudulent, stolen or lost;

    (e) which has either been originated by the seller or acquired by the
  seller from other institutions; and

    (f) which has not been charged-off by the seller in its customary and
  usual manner for charging-off such account as of the cut-off date and, with
  respect to additional accounts, as of their date of designation for
  inclusion in the trust.

  The definition of Eligible Account may be changed by amendment to the master
agreement without the consent of the certificateholders if:

      (i) the seller delivers to the trustee a certificate of an authorized
    officer to the effect that, in the reasonable belief of the seller,
    such amendment will not as of the date of such amendment adversely
    affect in any material respect the interest of such certificateholders;
    and

      (ii) such amendment will not result in a withdrawal or reduction of
    the rating of any outstanding series under the trust by any rating
    agency.

  An "Eligible Receivable" means each receivable:

    (a) which has arisen under an Eligible Account;

    (b) which was created in compliance, in all material respects, with all
  requirements of law applicable to the seller, and pursuant to a credit card
  agreement which complies in all material respects with all requirements of
  law applicable to the seller;

    (c) with respect to which all consents, licenses or authorizations of, or
  registrations with, any governmental authority required to be obtained or
  given by the seller in connection with the creation of such receivable or
  the execution, delivery, creation and performance by the seller of the
  related credit card agreement have been duly obtained or given and are in
  full force and effect as of the date of the creation of such receivable;

    (d) as to which, at the time of its creation, the seller or the trust had
  good and marketable title free and clear of all liens and security
  interests arising under or through the seller (other than certain tax liens
  for taxes not then due or which the seller is contesting);

    (e) which is the legal, valid and binding payment obligation of the
  obligor thereon, legally enforceable against such obligor in accordance
  with its terms (with certain bankruptcy-related exceptions); and

    (f) which constitutes an "account" under Article 9 of the UCC.

  It is not required or anticipated that the trustee will make any initial or
periodic general examination of the receivables or any records relating to the
receivables for the purpose of establishing the presence or absence of defects,
compliance with the seller's representations and warranties or for any other
purpose. The servicer, however, will deliver to the trustee on or before March
31 of each year (or such other date specified in the accompanying prospectus
supplement) an opinion of counsel with respect to the validity of the security
interest of the trust in and to the receivables and certain other components of
the trust.

Addition of Trust Assets

  As described above under "The Receivables," the seller will have the right to
designate for the trust, from time to time, additional accounts to be included
as accounts transferred to the trust. In addition, the seller will be required
to designate additional accounts under the circumstances and in the amounts
specified in the

                                       28
<PAGE>

accompanying prospectus supplement. The seller will convey to the trust its
interest in all receivables of such additional accounts, whether such
receivables are then existing or thereafter created.

  Each additional account must be an Eligible Account at the time of its
designation. However, additional accounts may not be of the same credit quality
as the initial accounts transferred to the trust. Additional accounts may have
been originated by the seller using credit criteria different from those which
were applied by the seller to the initial accounts transferred to the trust or
may have been acquired by the seller from an institution which may have had
different credit criteria.

  In addition to or in lieu of additional accounts, the seller is permitted to
add to the trust participations representing interests in a pool of assets
primarily consisting of receivables arising under consumer revolving credit
card accounts owned by the seller and collections thereon. Participations may
be evidenced by one or more certificates of ownership issued under a separate
pooling and servicing agreement or similar agreement entered into by the seller
which entitles the certificateholder to receive percentages of collections
generated by the pool of assets subject to such participation agreement from
time to time and to certain other rights and remedies specified therein.
Participations may have their own credit enhancement, Pay Out Events, servicing
obligations and Servicer Defaults, all of which are likely to be enforceable by
a separate trustee under the participation agreement and may be different from
those specified in this prospectus. The rights and remedies of the trust as the
holder of a participation (and therefore the certificateholders) will be
subject to all the terms and provisions of the related participation agreement.
The master agreement may be amended to permit the addition of a participation
in the trust without the consent of the related certificateholders if:

    (i) the seller delivers to the trustee a certificate of an authorized
  officer to the effect that, in the reasonable belief of the seller, such
  amendment will not as of the date of such amendment adversely affect in any
  material respect the interest of such certificateholders; and

    (ii) such amendment will not result in a withdrawal or reduction of the
  rating of any outstanding series under the trust by any rating agency.

  A conveyance by the seller to the trust of receivables in additional accounts
or participations is subject to the following conditions, among others:

    (1) the seller shall give the trustee, each rating agency and the
  servicer written notice that such additional accounts or participations
  will be included, which notice shall specify the approximate aggregate
  amount of the receivables or interests therein to be transferred;

    (2)the seller shall have delivered to the trustee a written assignment
  (including an acceptance by the trustee on behalf of the trust for the
  benefit of the certificateholders) as provided in the assignment agreement
  relating to such additional accounts or participations and, the seller
  shall have delivered to the trustee a computer file or microfiche list,
  dated the date of such assignment, called the "addition date," containing a
  true and complete list of such additional accounts or participations
  transferred to the trust;

    (3)the seller shall represent and warrant that:

        (x)each additional account is, as of the addition date, an
      Eligible Account, and each receivable in such additional account is,
      as of the addition date, an Eligible Receivable;

        (y) no selection procedures believed by the seller to be
      materially adverse to the interests of the certificateholders were
      utilized in selecting the additional accounts from the available
      Eligible Accounts from the bank portfolio; and

        (z)as of the addition date, the seller is not insolvent;

    (4)the seller shall deliver certain opinions of counsel with respect to
  the transfer of the receivables in the additional accounts or the
  participations to the trust; and

    (5)each rating agency then rating any series of certificates outstanding
  under the trust shall have previously, or, in certain limited
  circumstances, within a three-month period, consented to the addition of
  such additional accounts or participations.

                                       29
<PAGE>

  In addition to the periodic reports otherwise required to be filed by the
servicer with the SEC pursuant to the Securities Exchange Act of 1934, as
amended, the servicer intends to file, on behalf of the trust, a report on Form
8-K with respect to any addition to the trust of receivables in additional
accounts or participations that would have a material effect on the composition
of the assets of the trust.

Removal of Accounts

  The seller may, but shall not be obligated to, designate from time to time
(which may be restricted to certain periods if so specified in the accompanying
prospectus supplement) certain accounts to be removed accounts, all receivables
in which shall be subject to deletion and removal from the trust. The seller,
however, may not make more than one such designation in any monthly period. The
seller will be permitted to designate and require reassignment to it of the
receivables from removed accounts only upon satisfaction of the following
conditions:

    (1)the removal of any receivables of any removed accounts shall not, in
  the reasonable belief of the seller, cause a Pay Out Event to occur;

    (2)the seller shall have delivered to the trustee for execution a written
  assignment and a computer file or microfiche list, dated the date of such
  removal, called the "removal date," containing a true and complete list of
  all removed accounts identified by account number and the aggregate amount
  of the receivables in such removed accounts;

    (3)the seller shall represent and warrant that no selection procedures
  believed by the seller to be materially adverse to the interests of the
  holders of any series of certificates outstanding under the trust were
  utilized in selecting the removed accounts to be removed from the trust;

    (4)each rating agency then rating each series of certificates outstanding
  under the trust shall have received notice of such proposed removal of
  accounts and the seller shall have received notice from each such rating
  agency that such proposed removal will not result in a downgrade of its
  then-current rating for any such series;

    (5)the aggregate amount of principal receivables of the accounts then
  existing in the trust less the aggregate amount of principal receivables of
  the removed accounts shall not be less than the amount, if any, specified
  for any period specified;

    (6)the principal receivables of the removed accounts shall not equal or
  exceed 5% (or such other percentage specified in the accompanying
  prospectus supplement) of the aggregate amount of the principal receivables
  in the trust at such time; except, that if any series has been paid in
  full, the principal receivables in such removed accounts may not equal or
  exceed the sum of:

      (a) the initial Investor Interest or the aggregate principal amount
    of the certificates of such series, as applicable, of such series; plus

      (b) 5% of the aggregate amount of the principal receivables in the
    trust at such time after giving effect to the removal of accounts
    pursuant to clause (a) above;

    (7)such other conditions as are specified in the accompanying prospectus
  supplement; and

    (8)the seller shall have delivered to the trustee an officer's
  certificate confirming the items set forth in clauses (1) through (7)
  above.

  The seller will be permitted to designate as a removed account without the
consent of the trustee, certificateholders or rating agencies, and without
having to satisfy the conditions described above, any account that has a zero
balance and which the seller will remove from its computer file.

Collection and Other Servicing Procedures

  The servicer will be responsible for servicing and administering the
receivables in accordance with the servicer's policies and procedures for
servicing credit card receivables comparable to the receivables. The servicer
will be required to maintain fidelity bond coverage insuring against losses
through wrongdoing of its

                                       30
<PAGE>

officers and employees who are involved in the servicing of credit card
receivables covering such actions and in such amounts as the servicer believes
to be reasonable from time to time.

Discount Option

  The seller may, at its sole discretion, at any time designate a specified
fixed or variable percentage, called the "discount percentage," of the amount
of receivables arising in the accounts on and after the date such option is
exercised that otherwise would have been treated as principal receivables to be
treated as finance charge receivables. In effect, if such option is exercised
by the seller, the principal receivables are treated as having been transferred
to the trust at a discount. The result of such discounting treatment is to
increase the yield to the trust beyond the actual income performance of the
accounts. Such designation will become effective upon satisfaction of the
requirements set forth in the master agreement, including written confirmation
by each rating agency of its then-current rating on each outstanding series.
After such designation is effective, on the date of processing of any
collections, the product of the discount percentage and collections of
receivables that arise in the accounts on such day on or after the date such
option is exercised that otherwise would be principal receivables will be
deemed collections of finance charge receivables and will be applied
accordingly, unless otherwise provided in the accompanying prospectus
supplement.

Trust Accounts

  The trustee will establish and maintain in the name of the trust two separate
accounts in a segregated trust account (which need not be a deposit account), a
"finance charge account" and a "principal account," for the benefit of the
certificateholders of all related series. The trustee may establish series
accounts in series supplements, including an interest funding account, a
principal funding account, a pre-funding account or such other account
specified in the related series supplement, each of which series accounts shall
be held for the benefit of the certificateholders of the related series and for
the purposes set forth in the accompanying prospectus supplement. The trustee
will also establish a "distribution account" which will be a non-interest
bearing segregated demand deposit account established with a Qualified
Institution other than the seller.

  The servicer will establish and maintain, in the name of the trust, for the
benefit of certificateholders of all series, an account established for the
purpose of holding collections of receivables, called a "collection account,"
which will be a non-interest bearing segregated account established and
maintained with the servicer or with a "Qualified Institution," defined as:

  . a depository institution or trust company, which may include the trustee;
  . organized under the laws of the United States or any one of the states
    thereof;
  . which at all times has a certificate of deposit rating of P-1 by Moody's
    Investors Service, Inc. and of A-1+ by Standard & Poor's Corporation or
    long-term unsecured debt obligation (other than such obligation the
    rating of which is based on collateral or on the credit of a person other
    than such institution or trust company) rating of Aa3 by Moody's; and
  . which has deposit insurance provided by either the Bank Insurance Fund or
    the Savings Association Insurance Fund, each administered by the FDIC.

A Qualified Institution may also be a depository institution, which may include
the trustee, which is acceptable to each rating agency.

  Funds in the principal account and the finance charge account for the trust
will be invested, at the direction of the servicer, in "Permitted Investments,"
defined as:

    (i)obligations fully guaranteed by the United States of America;

    (ii) time deposits or certificates of deposit of depositary institutions
  or trust companies, the certificates of deposit of which have the highest
  rating from Moody's and Standard & Poor's;

    (iii) commercial paper having, at the time of the trust's investment, a
  rating in the highest rating category from Moody's and Standard & Poor's;

                                       31
<PAGE>

    (iv) bankers' acceptances issued by any depositary institution or trust
  company described in clause (ii) above;

    (v) money market funds which have the highest rating from, or have
  otherwise been approved in writing by, Moody's and Standard & Poor's;

    (vi) certain open end diversified investment companies; and

    (vii) any other investment if each rating agency confirms in writing that
  such investment will not adversely affect its then-current rating or
  ratings of the certificates.

  Any earnings (net of losses and investment expenses) on funds in the finance
charge account or the principal account will be paid to the seller. Funds in
any other series account established by a series supplement may be invested in
Permitted Investments or otherwise as provided in the accompanying prospectus
supplement. The servicer will have the revocable power to withdraw funds from
the collection account and to instruct the trustee to make withdrawals and
payments from the finance charge account and the principal account for the
purpose of carrying out the servicer's duties. The trustee will initially be
the paying agent and will have the revocable power to withdraw funds from the
distribution account for the purpose of making distributions to the
certificateholders.

Funding Period

  For any series of certificates, the accompanying prospectus supplement may
specify that for a "funding period" beginning on the closing date and ending on
a specified date before the commencement of an amortization period or
accumulation period with respect to such series, the aggregate amount of
principal receivables in the trust allocable to such series may be less than
the aggregate principal amount of the certificates of such series. The amount
of such deficiency, called the "pre-funding amount," will be held in a trust
account established with the trustee for the benefit of certificateholders of
such series, called the "pre-funding account," pending the transfer of
additional receivables to the trust or pending the reduction of the Investor
Interests of other series issued by the trust. The accompanying prospectus
supplement will specify the initial Investor Interest with respect to such
series, the aggregate principal amount of the certificates of such series and
the date by which the Investor Interest is expected to equal such aggregate
principal amount. The Investor Interest will increase as receivables are
delivered to the trust or as the Investor Interests of other series of the
trust are reduced. The Investor Interest may also decrease due to Investor
Charge-Offs or the occurrence of a Pay Out Event with respect to such series as
provided in the accompanying prospectus supplement.

  During the funding period, funds on deposit in the pre-funding account for a
series of certificates will be withdrawn and paid to the seller to the extent
of any increases in the Investor Interest. In the event that the Investor
Interest does not for any reason equal the targeted aggregate principal amount
by the end of the funding period, any amount remaining in the pre-funding
account and any additional amounts specified in the accompanying prospectus
supplement will be payable to the certificateholders of such series in the
manner and at such time as set forth in the accompanying prospectus supplement.

  Monies in the pre-funding account will be invested by the trustee in
Permitted Investments or will be subject to a guaranteed rate or investment
agreement or other similar arrangement. In connection with each distribution
date during the funding period, investment earnings on funds in the pre-funding
account during the related monthly period will be withdrawn from the pre-
funding account and deposited, together with any applicable payment under a
guaranteed rate or investment agreement or other similar arrangement, into the
finance charge account for distribution in respect of interest on the
certificates of the related series in the manner specified in the accompanying
prospectus supplement.

Investor Percentage and Seller Percentage

  The servicer will allocate between the Investor Interest of each series
issued and outstanding (and between each class of each series) and the Seller
Interest, and, in certain circumstances, the interest of certain credit

                                       32
<PAGE>

enhancement providers, all amounts collected on finance charge receivables, all
amounts collected on principal receivables and all receivables in accounts
which were written off as uncollectible by the servicer, called "defaulted
accounts," based on a varying percentage called the "Investor Percentage." The
servicer will make each allocation by reference to the applicable Investor
Percentage of each series and the Seller Percentage, and, in certain
circumstances, the percentage interest of certain credit enhancement providers,
called the "Credit Enhancement Percentage," with respect to such series. The
prospectus supplement relating to a series will specify the Investor Percentage
and, if applicable, the Credit Enhancement Percentage with respect to the
allocations of collections of principal receivables, finance charge receivables
and receivables in defaulted accounts during the revolving period, any
amortization period and any accumulation period, as applicable. In addition,
for each series of certificates having more than one class, the accompanying
prospectus supplement will specify the method of allocation between each class.

  The Seller Percentage will, in all cases, be equal to 100% minus the
aggregate Investor Percentages and, if applicable, the Credit Enhancement
Percentages, for all series then outstanding.

Transfer of Annual Membership Fees

  Before the distribution date following each annual membership fee processing
date, the seller will accept reassignment of the receivables representing such
annual membership fee from the trust. The seller will pay to the trust for such
receivable the amount of such annual membership fee. An amount equal to the
product of (a) the Investor Percentages with respect to all series issued by
the trust with respect to finance charge receivables and (b) the amount of such
annual membership fee will be deposited by the seller into the finance charge
account, and an amount equal to the product of (a) the Seller Percentage and
(b) the amount of such annual membership fee will be paid to the holder of the
Seller Interest. Simultaneously with such reassignment, the seller will
retransfer the receivable representing such annual membership fee to the trust.
Upon such retransfer, the seller will make certain representations and
warranties with respect to such receivables, as provided above under "--
Representations and Warranties," as if such receivable were a new receivable
created in an existing account of the trust. Further, the amount of the Seller
Interest will be increased to reflect the addition of such annual membership
fee receivable to the trust. Collections with respect to such annual membership
fees will be treated as collections of principal receivables.

Application of Collections

  Except as otherwise provided below, the servicer will deposit into the
collection account for the trust, no later than the second business day (or
such other day specified in the accompanying prospectus supplement) following
the date of processing, any payment collected by the servicer on the
receivables in the trust. On the same day as any such deposit is made, the
servicer will make the deposits and payments to the accounts and parties as
indicated below. While MBNA is the servicer, the servicer may make such
deposits and payments on a monthly or other periodic basis on the business day
immediately prior to each distribution date or other business day specified in
the accompanying prospectus supplement, called a "transfer date," in an amount
equal to the net amount of such deposits and payments which would have been
made on a daily basis if:

    (a)(i) the servicer provides to the trustee a letter of credit covering
  risk collection of the servicer acceptable to the specified rating agency;
  and

      (ii) the seller shall not have received a notice from such rating
      agency that such letter of credit would result in the lowering of
      such rating agency's then-existing rating of the related series or
      any series of certificates previously-issued and then-outstanding;
      or

    (b) the servicer has and maintains a certificate of deposit rating of P-1
  by Moody's and of A-1 by Standard & Poor's and deposit insurance.

Whether the servicer is required to make monthly or daily deposits from the
collection account into the finance charge account or the principal account,
with respect to any monthly period:

    (a) the servicer will only be required to deposit collections from the
  collection account into the finance charge account, the principal account
  or any series account established by a related series

                                       33
<PAGE>

  supplement up to the required amount to be deposited into any such deposit
  account or, without duplication, distributed or deposited on or prior to
  the related distribution date to certificateholders or to the provider of
  enhancement; and

    (b) if at any time prior to such distribution date the amount of
  collections deposited in the collection account exceeds the amount required
  to be deposited pursuant to clause (a) above, the servicer, subject to
  certain limitations, will be permitted to withdraw the excess from the
  collection account.

The servicer will withdraw the following amounts from the collection account
for application as indicated:

    (a) an amount equal to the Seller Percentage of the aggregate amount of
  such deposits in respect of principal receivables and finance charge
  receivables, respectively, will be paid or held for payment to the holder
  of the Seller Interest, provided that any collections of principal
  receivables allocable to the holder of the Seller Interest will be:

      (i) paid to the holder of the Seller Interest if, and only to the
      extent that, the Seller Interest is greater than the Minimum Seller
      Interest; or

      (ii) deposited in the principal account and treated as unallocated
      principal collections;

    (b) an amount equal to the applicable Investor Percentage of the
  aggregate amount of such deposits in respect of finance charge receivables
  will be deposited into the finance charge account for allocation and
  distribution as described in the accompanying prospectus supplement;

    (c) during the revolving period, an amount equal to the applicable
  Investor Percentage of the aggregate amount of such deposits in respect of
  principal receivables will be paid or held for payment to the holder of the
  Seller Interest, subject to the limitations described in paragraph (a)
  above;

    (d) during the controlled amortization period, the controlled
  accumulation period or the rapid accumulation period, as applicable, an
  amount equal to the applicable Investor Percentage of such deposits in
  respect of principal receivables up to the amount, if any, as specified in
  the accompanying prospectus supplement will be deposited in the principal
  account or principal funding account, as applicable, for allocation and
  distribution to certificateholders as described in the accompanying
  prospectus supplement, provided that if collections of principal
  receivables exceed the principal payments which may be allocated or
  distributed to certificateholders, the amount of such excess will be paid
  to the holder of the Seller Interest, subject to the limitations described
  in paragraph (a) above; and

    (e) during the principal amortization period, if applicable, and the
  rapid amortization period, an amount equal to the applicable Investor
  Percentage of such deposits in respect of principal receivables will be
  deposited into the principal account for application and distribution as
  provided in the accompanying prospectus supplement.

  In the case of a series of certificates having more than one class, the
amounts in the collection account will be allocated and applied to each class
in the manner and order of priority described in the accompanying prospectus
supplement.

  Any amounts collected in respect of principal receivables and not paid to the
seller because the Seller Interest is less than the Minimum Seller Interest as
described in paragraph (a) above, called "unallocated principal collections"
together with any adjustment payments as described below, will be paid to and
held in the principal account and paid to the holder of the Seller Interest if,
and only to the extent that, the Seller Interest is greater than the Minimum
Seller Interest. If an amortization period or an accumulation period has
commenced, unallocated principal collections will be held for distribution to
the certificateholders on the dates specified in the accompanying prospectus
supplement or accumulated for distribution on the scheduled payment date, as
applicable, and distributed to the certificateholders of each class or held for
and distributed to the certificateholders of other series of certificates
issued by the trust in the manner and order of priority specified in the
accompanying prospectus supplement.


                                       34
<PAGE>

Shared Excess Finance Charge Collections

  Any series offered hereby may be included in a group of series, called a
"group." If so specified in the accompanying prospectus supplement, the
certificateholders of a series within a group or any class thereof may be
entitled to receive all or a portion of excess finance charge collections with
respect to another series within such group or class thereof to cover any
shortfalls with respect to amounts payable from collections of finance charge
receivables allocable to such series or class. "Excess finance charge
collections" for any monthly period will equal the excess of collections of
finance charge receivables, annual membership fees and certain other amounts
allocated to the Investor Interest of such series or class over the sum of:

    (a) interest accrued for the current month, called "monthly interest,"
  and overdue monthly interest on the certificates of such series or class
  (which, together with any interest on overdue monthly interest at the rate
  specified in the accompanying prospectus supplement is called "additional
  interest");

    (b) accrued and unpaid investor servicing fees with respect to such
  series or class payable from collections of finance charge receivables;

    (c) the Investor Default Amount with respect to such series or class;

    (d) unreimbursed Investor Charge-Offs with respect to such series or
  class; and

    (e) other amounts specified in the accompanying prospectus supplement.

  The term "Investor Servicing Fee" for any series of certificates or class
thereof means the servicing fee allocable to the Investor Interest with respect
to such series or class, as specified in the accompanying prospectus
supplement. The term "Investor Default Amount" means, for any monthly period
and for any series or class thereof, the aggregate amount of the investor
percentage of principal receivables in defaulted accounts. The term "Investor
Charge-Off" means, for any monthly period, and for any series or class thereof,
the amount by which:

    (a) the related monthly interest and overdue monthly interest (together
  with, if applicable, additional interest), the accrued and unpaid Investor
  Servicing Fees payable from collections of finance charge receivables, the
  Investor Default Amount and any other required fees exceeds

    (b) amounts available to pay such amounts out of collections of finance
  charge receivables, available credit enhancement amounts, if any, and other
  sources specified in the accompanying prospectus supplement, but not more
  than such Investor Default Amount.

  See "Description of the Certificates--Application of Collections," "--Shared
Excess Finance Charge Collections," "--Defaulted Receivables; Rebates and
Fraudulent Charges; Investor Charge-Offs" and "Credit Enhancement" in this
prospectus.

Shared Principal Collections

  If so specified in the accompanying prospectus supplement, to the extent that
collections of principal receivables and certain other amounts that are
allocated to the Investor Interest of any series are not needed to make
payments or deposits with respect to such series, such collections, called
"shared principal collections," will be applied to cover principal payments due
to or for the benefit of certificateholders of other series. If so specified in
the accompanying prospectus supplement, the allocation of shared principal
collections may be among series within a group. Any such reallocation will not
result in a reduction in the Investor Interest of the series to which such
collections were initially allocated.

Defaulted Receivables; Rebates and Fraudulent Charges; Investor Charge-Offs

  For each series of certificates, on the fourth business day preceding each
transfer date, called the "determination date," the servicer will calculate the
aggregate Investor Default Amount for the preceding monthly period, which will
be equal to the aggregate amount of the investor percentage of principal
receivables in defaulted accounts; that is, accounts which in such monthly
period were written off as uncollectible in

                                       35
<PAGE>

accordance with the servicer's policies and procedures for servicing credit
card receivables, comparable to the receivables in the trust. In the case of a
series of certificates having more than one class, the Investor Default Amount
will be allocated among the classes in the manner described in the accompanying
prospectus supplement. If so provided in the accompanying prospectus
supplement, an amount equal to the Investor Default Amount for any monthly
period may be paid from other amounts, including collections in the finance
charge account or from credit enhancement, and applied to pay principal to
certificateholders or, subject to certain limitations, the holder of the Seller
Interest, as appropriate. In the case of a series of certificates having one or
more classes of subordinated certificates, the accompanying prospectus
supplement may provide that all or a portion of amounts otherwise allocable to
such subordinated certificates may be paid to the holders of the senior
certificates to make up any Investor Default Amount allocable to such holders
of senior certificates.

  With respect to each series of certificates, the Investor Interest with
respect to such series will be reduced by the amount of Investor Charge-Offs
for any monthly period. Investor Charge-Offs will be reimbursed on any
distribution date to the extent amounts on deposit in the finance charge
account and otherwise available therefor exceed such interest, fees and any
aggregate Investor Default Amount payable on such date. Such reimbursement of
Investor Charge-Offs will result in an increase in the Investor Interest with
respect to such series. In the case of a series of certificates having more
than one class, the accompanying prospectus supplement will describe the manner
and priority of allocating Investor Charge-Offs and reimbursements thereof
among the Investor Interests of the several classes.

  If the servicer adjusts the amount of any principal receivable because of
transactions occurring in respect of a rebate or refund to a cardholder, or
because such principal receivable was created in respect of merchandise which
was refused or returned by a cardholder, then the Seller Interest will be
reduced, on a net basis, by the amount of the adjustment. In addition, the
Seller Interest will be reduced, on a net basis, as a result of transactions in
respect of any principal receivable which was discovered as having been created
through a fraudulent or counterfeit charge.

Defeasance

  If so specified in the prospectus supplement relating to a series, the seller
may terminate its substantive obligations in respect of such series or the
trust by depositing with the trustee, from amounts representing, or acquired
with, collections of receivables, money or Permitted Investments sufficient to
make all remaining scheduled interest and principal payments on such series or
all outstanding series of certificates of the trust, as the case may be, on the
dates scheduled for such payments and to pay all amounts owing to any credit
enhancement provider with respect to such series or all outstanding series, as
the case may be, if such action would not result in a Pay Out Event for any
series. Prior to its first exercise of its right to substitute money or
Permitted Investments for receivables, the seller will deliver to the trustee:

    (i) an opinion of counsel to the effect that such deposit and termination
  of obligations will not result in the trust being required to register as
  an "investment company" within the meaning of the Investment Company Act of
  1940, as amended; and

    (ii) a Tax Opinion.

Final Payment of Principal; Termination

  The certificates of a series will be subject to optional repurchase by the
seller on any distribution date after the total Investor Interest of such
series and the Enhancement Invested Amount, if any, with respect to such
series, is reduced to an amount less than or equal to 5% of the initial
Investor Interest, if certain conditions set forth in the master agreement are
met. The repurchase price will be equal to the total Investor Interest of such
series (less the amount, if any, on deposit in any principal funding account
with respect to such series), plus the Enhancement Invested Amount, if any,
with respect to such series, plus accrued and unpaid interest on the
certificates and interest or other amounts payable on the Enhancement Invested
Amount or the Collateral Interest, if any, through the day preceding the
distribution date on which the repurchase occurs.


                                       36
<PAGE>

  The certificates of each series will be retired on the day following the date
on which the final payment of principal is scheduled to be made to the
certificateholders, whether as a result of optional reassignment to the seller
or otherwise. Each prospectus supplement will specify the series termination
date with respect to the related series of certificates. If the Investor
Interest is greater than zero on the series termination date, the trustee or
servicer may be required to sell or cause to be sold certain receivables in the
manner provided in the master agreement and series supplement and to pay the
net proceeds of such sale and any collections on the receivables, in an amount
at least equal to the sum of the Investor Interest and the Enhancement Invested
Amount, if any, with respect to such series plus accrued interest due thereon.

  Unless the servicer and the holder of the Seller Interest instruct the
trustee otherwise, the trust will terminate on the date (the "Trust Termination
Date") which is the earliest of:

    (a) the day after the distribution date on which the aggregate Investor
  Interest and Enhancement Invested Amount or Collateral Interest, if any,
  with respect to each series outstanding is zero;

    (b) December 31, 2024; or

    (c) if the receivables are sold, disposed of or liquidated following the
  occurrence of an event of insolvency or receivership of the seller,
  immediately following such sale, disposition or liquidation.

  Upon the termination of the trust and the surrender of the Seller Interest,
the trustee shall convey to the holder of the Seller Interest all right, title
and interest of the trust in and to the receivables and other funds of the
trust.

Pay Out Events

  Unless otherwise specified in the accompanying prospectus supplement, as
described above, the revolving period will continue through the date specified
in the accompanying prospectus supplement unless a Pay Out Event occurs prior
to such date. A "Pay Out Event" occurs with respect to all series issued by the
trust upon the occurrence of any of the following events:

    (a) certain events of insolvency or receivership relating to the seller;

    (b) the seller is unable for any reason to transfer receivables to the
  trust in accordance with the provisions of the master agreement; or

    (c) the trust becomes an "investment company" within the meaning of the
  Investment Company Act of 1940, as amended.

  In addition, a Pay Out Event may occur with respect to any series upon the
occurrence of any other event specified in the accompanying prospectus
supplement. On the date on which a Pay Out Event is deemed to have occurred,
the rapid amortization period or, if so specified in the accompanying
prospectus supplement, the rapid accumulation period will commence. If, because
of the occurrence of a Pay Out Event, the rapid amortization period begins
earlier than the scheduled commencement of an amortization period or prior to a
scheduled payment date, certificateholders will begin receiving distributions
of principal earlier than they otherwise would have, which may shorten the
average life of the certificates.

  In addition to the consequences of a Pay Out Event discussed above, if
pursuant to certain provisions of federal law, the seller voluntarily enters
liquidation or a receiver is appointed for the seller, on the day of such event
the seller will immediately cease to transfer principal receivables to the
trust and promptly give notice to the trustee of such event. Within 15 days,
the trustee will publish a notice of the liquidation or the appointment stating
that the trustee intends to sell, dispose of, or otherwise liquidate the
receivables in the trust in a commercially reasonable manner. Unless otherwise
instructed within a specified period by certificateholders representing
interests aggregating more than 50% of the Investor Interest of each series (or
if any series has more than one class, of each class, and any other person
specified in the master agreement or a series supplement) issued and
outstanding, the trustee will sell, dispose of, or otherwise liquidate the
receivables in the trust in a commercially reasonable manner and on
commercially reasonable terms. The proceeds from the

                                       37
<PAGE>

sale, disposition or liquidation of such receivables will be treated as
collections of the receivables and applied as specified above in "--Application
of Collections" and in the accompanying prospectus supplement.

  If the only Pay Out Event to occur is either the insolvency of the seller or
the appointment of a conservator or receiver for the seller, the conservator or
receiver may have the power to prevent the early sale, liquidation or
disposition of the receivables in the trust and the commencement of a rapid
amortization period or, if applicable with respect to a series as specified in
the accompanying prospectus supplement, a rapid accumulation period. In
addition, a conservator or receiver may have the power to cause the early sale
of the receivables in the trust and the early retirement of the certificates.
See "Risk Factors" in this prospectus.

Servicing Compensation and Payment of Expenses

  The servicer's compensation for its servicing activities and reimbursement
for its expenses will take the form of the payment to it of the servicing fee
payable at the times and in the amounts specified in the accompanying
prospectus supplement. The Investor Servicing Fee will be funded from
collections of finance charge receivables allocated to the Investor Interest
and will be paid each month, or on such other specified periodic basis, from
amounts so allocated and on deposit in the finance charge account (which, if so
specified in the accompanying prospectus supplement, may include all or a
portion of the interchange arising from the accounts) or, in certain limited
circumstances, from amounts available from enhancement and other sources, if
any. The remainder of the servicing fee for the trust will be allocable to the
Seller Interest, the Investor Interests of any other series issued by the trust
and the interest represented by the Enhancement Invested Amount or the
Collateral Interest, if any, with respect to such series, as described in the
accompanying prospectus supplement. Neither the trust nor the
certificateholders will have any obligation to pay the portion of the servicing
fee allocable to the Seller Interest.

  The servicer will pay from its servicing compensation certain expenses
incurred in connection with servicing the receivables including, without
limitation, payment of the fees and disbursements of the trustee and
independent certified public accountants and other fees which are not expressly
stated in the master agreement to be payable by the trust or the
certificateholders other than any tax imposed on or measured by income,
including any federal, state and local income and franchise taxes, if any, of
the trust or the certificateholders.

Certain Matters Regarding the Seller and the Servicer

  The servicer may not resign from its obligations and duties under the master
agreement, except upon determination that performance of its duties is no
longer permissible under applicable law. No such resignation will become
effective until the trustee or a successor to the servicer has assumed the
servicer's responsibilities and obligations under the master agreement. MBNA,
as initial servicer, intends to delegate some of its servicing duties to MBNA
Hallmark; however, such delegation will not relieve it of its obligation to
perform such duties in accordance with the master agreement.

  The master agreement provides that the servicer will indemnify the trust and
trustee from and against any loss, liability, expense, damage or injury
suffered or sustained by reason of any acts or omissions or alleged acts or
omissions of the servicer with respect to the activities of the trust or the
trustee. The servicer, however, will not indemnify:

    (a) the trustee for liabilities imposed by reason of fraud, negligence,
  or willful misconduct by the trustee in the performance of its duties under
  the master agreement;

    (b) the trust, the certificateholders or the certificate owners for
  liabilities arising from actions taken by the trustee at the request of
  certificateholders;

    (c) the trust, the certificateholders or the certificate owners for any
  losses, claims, damages or liabilities incurred by any of them in their
  capacities as investors, including without limitation, losses incurred as a
  result of defaulted receivables or receivables which are written off as
  uncollectible; or

                                       38
<PAGE>

    (d) the trust, the certificateholders or the certificate owners for any
  liabilities, costs or expenses of the trust, the certificateholders or the
  certificate owners arising under any tax law, including without limitation,
  any federal, state or local income or franchise tax or any other tax
  imposed on or measured by income (or any interest or penalties with respect
  thereto or arising from a failure to comply therewith) required to be paid
  by the trust, the certificateholders or the certificate owners in
  connection with the master agreement to any taxing authority.

  In addition, the master agreement provides that, subject to certain
exceptions, the seller will indemnify an injured party for any losses, claims,
damages or liabilities (other than those incurred by a certificateholder as an
investor in the certificates or those which arise from any action of a
certificateholder) arising out of or based upon the arrangement created by the
master agreement as though the master agreement created a partnership under the
Delaware Uniform Partnership Law in which the seller is a general partner.

  Neither the seller, the servicer nor any of their respective directors,
officers, employees or agents will be under any other liability to the trust,
trustee, certificateholders or any other person for any action taken, or for
refraining from taking any action, in good faith pursuant to the master
agreement. Neither the seller, the servicer nor any of their respective
directors, officers, employees or agents will be protected against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence of the seller, the servicer or any such person in
the performance of its duties or by reason of reckless disregard of obligations
and duties thereunder. In addition, the master agreement provides that the
servicer is not under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its servicing responsibilities under
the master agreement and which in its opinion may expose it to any expense or
liability.

  The seller may transfer its interest in all or a portion of the Seller
Interest, provided that prior to any such transfer:

    (a) the trustee receives written notification from each rating agency
  that such transfer will not result in a lowering of its then-existing
  rating of the certificates of each outstanding series rated by it; and

    (b) the trustee receives a written opinion of counsel confirming that
  such transfer would not adversely affect the treatment of the certificates
  of each outstanding series as debt for federal income tax purposes.

  Any person into which, in accordance with the master agreement, the seller or
the servicer may be merged or consolidated or any person resulting from any
merger or consolidation to which the seller or the servicer is a party, or any
person succeeding to the business of the seller or the servicer, upon execution
of a supplement to the master agreement, delivery of an opinion of counsel with
respect to the compliance of the transaction with the applicable provisions of
the master agreement, will be the successor to the seller or the servicer, as
the case may be, under the master agreement.

Servicer Default

  In the event of any Servicer Default (as defined below), either the trustee
or certificateholders representing interests aggregating more than 50% of the
Investor Interests for all series of certificates of the trust, by written
notice to the servicer (and to the trustee if given by the certificateholders),
may terminate all of the rights and obligations of the servicer under the
master agreement and the trustee may appoint a new servicer, called a "service
transfer." The rights and interest of the seller under the master agreement and
in the Seller Interest will not be affected by such termination. The trustee
shall as promptly as possible appoint a successor servicer. If no such servicer
has been appointed and has accepted such appointment by the time the servicer
ceases to act as servicer, all authority, power and obligations of the servicer
under the master agreement will pass to the trustee. If the trustee is unable
to obtain any bids from eligible servicers and the servicer delivers an
officer's certificate to the effect that it cannot in good faith cure the
Servicer Default which gave rise to a transfer of servicing, and if the trustee
is legally unable to act as successor servicer, then the trustee shall give the
seller the right of first refusal to purchase the receivables on terms
equivalent to the best purchase offer as determined by the trustee.


                                       39
<PAGE>

  "Servicer Default" under the master agreement refers to any of the following
events:

    (a) failure by the servicer to make any payment, transfer or deposit, or
  to give instructions to the trustee to make certain payments, transfers or
  deposits, on the date the servicer is required to do so under the master
  agreement or any series supplement (or within the applicable grace period,
  which shall not exceed 10 business days);

    (b) failure on the part of the servicer duly to observe or perform in any
  respect any other covenants or agreements of the servicer which has a
  material adverse effect on the certificateholders of any series issued and
  outstanding under the trust and which continues unremedied for a period of
  60 days after written notice and continues to have a material adverse
  effect on such certificateholders; or the delegation by the servicer of its
  duties under the master agreement, except as specifically permitted
  thereunder;

    (c) any representation, warranty or certification made by the servicer in
  the master agreement, or in any certificate delivered pursuant to the
  master agreement, proves to have been incorrect when made which has a
  material adverse effect on the certificateholders of any series issued and
  outstanding under the trust, and which continues to be incorrect in any
  material respect for a period of 60 days after written notice and continues
  to have a material adverse effect on such certificateholders;

    (d) the occurrence of certain events of bankruptcy, insolvency,
  conservatorship or receivership of the servicer; or

    (e) such other event specified in the accompanying prospectus supplement.

  Unless otherwise stated in the accompanying prospectus supplement,
notwithstanding the foregoing, a delay in or failure of performance referred to
in clause (a) above for a period of 10 business days, or referred to under
clause (b) or (c) for a period of 60 business days, will not constitute a
Servicer Default if such delay or failure could not be prevented by the
exercise of reasonable diligence by the servicer and such delay or failure was
caused by an act of God or other similar occurrence. Upon the occurrence of any
such event, the servicer shall not be relieved from using its best efforts to
perform its obligations in a timely manner in accordance with the terms of the
master agreement. The servicer is required to provide the trustee, any provider
of enhancement and/or any issuer of any third-party credit enhancement, the
seller and the holders of certificates of each series issued and outstanding
under the trust prompt notice of such failure or delay by it, together with a
description of the cause of such failure or delay and its efforts to perform
its obligations.

  In the event of a Servicer Default, if a conservator or receiver is appointed
for the servicer and no Servicer Default other than such conservatorship or
receivership or the insolvency of the servicer exists, the conservator or
receiver may have the power to prevent either the trustee or the majority of
the certificateholders from effecting a service transfer.

Reports to Certificateholders

  On each distribution date, or as soon thereafter as is practicable, as
specified in the accompanying prospectus supplement, the paying agent will
forward to each certificateholder of record a statement prepared by the
servicer setting forth, among other things:

    (a) the total amount distributed;

    (b) the amount of the distribution on such distribution date allocable to
  principal on the certificates;

    (c) the amount of such distribution allocable to interest on the
  certificates;

    (d) the amount of collections of principal receivables processed during
  the preceding month or months since the last distribution date and
  allocated in respect of the certificates;

    (e) the aggregate amount of principal receivables in the trust, the
  Investor Interest and the Investor Interest as a percentage of the
  aggregate amount of the principal receivables in the trust as of the end of
  the last day of the preceding monthly period or periods since the last
  distribution date;

    (f) the aggregate outstanding balance of accounts which are 30 or more
  days delinquent by class of delinquency as of the end of the last day of
  the preceding monthly period or periods since the last distribution date;

                                       40
<PAGE>

    (g) the aggregate Investor Default Amount for the preceding monthly
  period or periods since the last distribution date;

    (h) the amount of Investor Charge-Offs for the preceding monthly period
  or periods since the last distribution date and the amount of
  reimbursements of previous Investor Charge-Offs for the preceding monthly
  period or periods since the last distribution date;

    (i) the amount of the Investor Servicing Fee for the preceding monthly
  period or periods since the last distribution date;

    (j) the amount available under any enhancement and credit enhancement, if
  any, as of the close of business on such distribution date;

    (k) the "pool factor" as of the close of business on the last day of the
  preceding monthly period (consisting of a seven-digit decimal expressing
  the ratio of the Investor Interest to the initial Investor Interest);

    (l) the aggregate amount of collections on finance charge receivables and
  annual membership fees processed during the preceding monthly period or
  periods since the last distribution date;

    (m) the Portfolio Yield (defined in the accompanying prospectus
  supplement) for the preceding monthly period or periods since the last
  distribution date; and

    (n) certain information relating to the floating or variable certificate
  rates, if applicable, for the monthly period or periods ending on such
  distribution date.

In the case of a series of certificates having more than one class, the
statements forwarded to certificateholders will provide information as to each
class of certificates, as appropriate.

  On or before January 31 of each calendar year or such other date as specified
in the accompanying prospectus supplement, the paying agent will furnish to
each person who at any time during the preceding calendar year was a
certificateholder of record, a statement prepared by the servicer containing
the information required to be contained in the regular monthly report to
certificateholders, as set forth in clauses (a), (b) and (c) above aggregated
for such calendar year or the applicable portion thereof during which such
person was a certificateholder, together with such other customary information
(consistent with the treatment of the certificates as debt) as the trustee or
the servicer deems necessary or desirable to enable the certificateholders to
prepare their United States tax returns.

Evidence as to Compliance

  On or before August 31 of each calendar year, or such other date as specified
in the accompanying prospectus supplement, the servicer is required to cause a
firm of independent certified public accountants to furnish a report, based
upon established criteria that meets the standards applicable to accountants'
reports intended for general distribution, attesting to the fairness of the
assertion of the servicer's management that its internal controls over the
functions performed as servicer of the trust are effective, in all material
respects, in providing reasonable assurance that trust assets are safeguarded
against loss from unauthorized use or disposition, on the date of such report,
and that such servicing was conducted in compliance with the sections of the
master agreement during the period covered by such report (which shall be the
period from July 1 (or for the initial period, the relevant closing date) of
the preceding calendar year to and including June 30 of such calendar year),
except for such exceptions or errors as such firm believes to be immaterial and
such other exceptions as shall be set forth in such statement.

  The servicer is also required to provide an annual statement signed by an
officer of the servicer to the effect that the servicer has fully performed its
obligations under the master agreement throughout the preceding year, or, if
there has been a default in the performance of any such obligation, specifying
the nature and status of the default.

Amendments

  The master agreement and any series supplement may be amended by the seller,
the servicer and the trustee, without the consent of certificateholders of any
series then outstanding, for any purpose, so long as:

                                       41
<PAGE>

    (a) the seller delivers an opinion of counsel acceptable to the trustee
  to the effect that such amendment will not adversely affect in any material
  respect the interest of such certificateholders; and

    (b) such amendment will not result in a withdrawal or reduction of the
  rating of any outstanding series under the trust.

  The master agreement and any related series supplement may be amended by the
seller, the servicer and the trustee, without the consent of the
certificateholders of any series then outstanding, to provide for additional
enhancement or substitute enhancement with respect to a series, to change the
definition of Eligible Account or to provide for the addition to the trust of a
participation, so long as:

    (a) the seller delivers to the trustee a certificate of an authorized
  officer to the effect that, in the reasonable belief of the seller, such
  amendment will not as of the date of such amendment adversely affect in any
  material respect the interest of such certificateholders; and

    (b) such amendment will not result in a withdrawal or reduction of the
  rating of any outstanding series under the trust.

  The master agreement and the related series supplement may be amended by the
seller, the servicer and the trustee with the consent of the holders of
certificates evidencing interests aggregating not less than 66 2/3% (or such
other percentage specified in the accompanying prospectus supplement) of the
Investor Interests for all series of the trust, for the purpose of adding any
provisions to, changing in any manner or eliminating any of the provisions of
the master agreement or the related series supplement or of modifying in any
manner the rights of certificateholders of any outstanding series of the trust.
No such amendment, however, may:

    (a) reduce in any manner the amount of, or delay the timing of,
  distributions required to be made on the related series or any series;

    (b) change the definition of or the manner of calculating the interest of
  any certificateholder of such series or any certificateholder of any other
  series issued by the trust; or

    (c) reduce the aforesaid percentage of interests the holders of which are
  required to consent to any such amendment, in each case without the consent
  of all certificateholders of the related series and certificateholders of
  all series adversely affected.

  Promptly following the execution of any amendment to the master agreement,
the trustee will furnish written notice of the substance of such amendment to
each certificateholder. Any series supplement and any amendments regarding the
addition or removal of receivables from the trust will not be considered an
amendment requiring certificateholder consent under the provisions of the
master agreement and any series supplement.

List of Certificateholders

  Upon written request of certificateholders of record representing interests
in the trust aggregating not less than 10% (or such other percentage specified
in the accompanying prospectus supplement) of the Investor Interest of a
series, the trustee after having been adequately indemnified by such
certificateholders for its costs and expenses, and having given the servicer
notice that such request has been made, will afford such certificateholders
access during business hours to the current list of certificateholders of the
trust for purposes of communicating with other certificateholders with respect
to their rights under the master agreement.

The Trustee

  The Bank of New York is the trustee under the master agreement. The seller,
the servicer and their respective affiliates may from time to time enter into
normal banking and trustee relationships with the trustee and its affiliates.
The trustee, the seller, the servicer and any of their respective affiliates
may hold certificates in their own names. For purposes of meeting the legal
requirements of certain local jurisdictions, the trustee shall have the power
to appoint a co-trustee or separate trustees of all or any part of the trust.
In the event of

                                       42
<PAGE>

such appointment, all rights, powers, duties and obligations conferred or
imposed upon the trustee by the master agreement will be conferred or imposed
upon the trustee and such separate trustee or co-trustee jointly, or, in any
jurisdiction in which the trustee shall be incompetent or unqualified to
perform certain acts, singly upon such separate trustee or co-trustee who shall
exercise and perform such rights, powers, duties and obligations solely at the
direction of the trustee.

  The trustee may resign at any time, in which event the seller will be
obligated to appoint a successor trustee. The seller may also remove the
trustee if the trustee ceases to be eligible to continue as such under the
master agreement or if the trustee becomes insolvent. In such circumstances,
the seller will be obligated to appoint a successor trustee. Any resignation or
removal of the trustee and appointment of a successor trustee does not become
effective until acceptance of the appointment by the successor trustee.

Certificateholders Have Limited Control of Actions

  Certificateholders of any series or class within a series may need the
consent or approval of a specified percentage of the Investor Interest of other
series or a class of such other series to take or direct certain actions,
including to require the appointment of a successor servicer after a Servicer
Default, to amend the master agreement in some cases, and to direct a
repurchase of all outstanding series after certain violations of the seller's
representations and warranties. The interests of the certificateholders of any
such series may not coincide with yours, making it more difficult for any
particular certificateholder to achieve the desired results from such vote.

                               Credit Enhancement

General

  For any series, credit enhancement may be provided with respect to one or
more classes thereof. Credit enhancement may be in the form of the
subordination of one or more classes of the certificates of such series, a
letter of credit, the establishment of a cash collateral guaranty or account, a
collateral interest, a surety bond, an insurance policy, a spread account, a
reserve account, the use of cross support features or another method of credit
enhancement described in the accompanying prospectus supplement, or any
combination of the foregoing. If so specified in the accompanying prospectus
supplement, any form of credit enhancement may be structured so as to be drawn
upon by more than one class to the extent described in that accompanying
prospectus supplement.

  The credit enhancement will not provide protection against all risks of loss
and will not guarantee repayment of the entire principal balance of the
certificates and interest thereon. If losses occur which exceed the amount
covered by the credit enhancement or which are not covered by the credit
enhancement, certificateholders will bear their allocable share of
deficiencies.

  If credit enhancement is provided with respect to a series, the accompanying
prospectus supplement will include a description of:

    (a) the amount payable under such credit enhancement;

    (b) any conditions to payment thereunder not otherwise described herein;

    (c) the conditions (if any) under which the amount payable under such
  credit enhancement may be reduced and under which such credit enhancement
  may be terminated or replaced; and

    (d) any material provision of any agreement relating to such credit
  enhancement.

  Additionally, the accompanying prospectus supplement may set forth certain
information with respect to any credit enhancement provider, including:

    (a) a brief description of its principal business activities;


                                       43
<PAGE>

    (b) its principal place of business, place of incorporation and the
  jurisdiction under which it is chartered or licensed to do business;

    (c) if applicable, the identity of regulatory agencies which exercise
  primary jurisdiction over the conduct of its business; and

    (d) its total assets, and its stockholders' or policy holders' surplus,
  if applicable, and other appropriate financial information as of the date
  specified in the prospectus supplement.

  If so specified in the accompanying prospectus supplement, credit enhancement
with respect to a series may be available to pay principal of the certificates
of such series following the occurrence of certain Pay Out Events with respect
to such series. In such event, the credit enhancement provider will have an
interest in certain cash flows in respect of the receivables in the trust to
the extent described in such prospectus supplement, called the "Enhancement
Invested Amount."

Subordination

  One or more classes of any series may be subordinated to the extent necessary
to fund payments with respect to one or more senior classes. The rights of the
holders of any subordinated certificates to receive distributions of principal
and/or interest on any distribution date will be subordinate in right and
priority to the rights of the holders of senior certificates, but only to the
extent set forth in the related prospectus supplement. If so specified in the
related prospectus supplement, subordination may apply only in the event of
certain types of losses not covered by another credit enhancement. The related
prospectus supplement will set forth information concerning the amount of
subordination of a class or classes of subordinated certificates in a series,
the circumstances in which such subordination will be applicable, the manner,
if any, in which the amount of subordination will decrease over time, and the
conditions under which amounts available from payments that would otherwise be
made to holders of such subordinated certificates will be distributed to
holders of senior certificates. If collections of receivables otherwise
distributable to holders of a subordinated class of a series will be used as
support for a class of another series, the accompanying prospectus supplement
will specify the manner and conditions for applying such a cross-support
feature.

Letter of Credit

  Support for a series or one or more classes thereof, may be provided by one
or more letters of credit. A letter of credit may provide limited protection
against certain losses in addition to or in lieu of other credit enhancement.
The issuer of the letter of credit will be obligated to honor demands with
respect to such letter of credit, to the extent of the amount available
thereunder, to provide funds under the circumstances and subject to such
conditions as are specified in the related prospectus supplement.

  The maximum liability of the issuer of a letter of credit will generally be
an amount equal to a percentage specified in the related prospectus supplement
of the initial Investor Interest of a series or a class of such series. The
maximum amount available at any time to be paid under a letter of credit will
be determined in the manner specified therein and in the related prospectus
supplement.

Cash Collateral Guaranty or Account

  Support for a series or one or more classes thereof may be provided by a
guaranty secured by the deposit of cash or certain Permitted Investments in a
cash collateral account reserved for the beneficiaries of the cash collateral
guaranty or by a cash collateral account alone. The amount available pursuant
to the cash collateral guaranty or the cash collateral account will be the
lesser of amounts on deposit in the cash collateral account and an amount
specified in the related prospectus supplement. The related prospectus
supplement will set forth the circumstances under which payments are made to
beneficiaries of the cash collateral guaranty from the cash collateral account
or from the cash collateral account directly.

                                       44
<PAGE>

Collateral Interest

  Support for a series or one or more classes thereof may be provided initially
by an interest in the trust, called the "Collateral Interest," in an amount
specified in the related prospectus supplement. Such series may also have the
benefit of a cash collateral guaranty or cash collateral account with an
initial amount on deposit therein, if any, as specified in the related
prospectus supplement which will be increased:

    (a) to the extent the seller elects, subject to certain conditions
  specified in the related prospectus supplement, to apply collections of
  principal receivables allocable to the Collateral Interest to decrease the
  Collateral Interest;

    (b) to the extent collections of principal receivables allocable to the
  Collateral Interest are required to be deposited into the cash collateral
  account as specified in the related prospectus supplement; and

    (c) to the extent excess collections of finance charge receivables are
  required to be deposited into the cash collateral account as specified in
  the related prospectus supplement.

  The total amount of the credit enhancement available pursuant to the
Collateral Interest and, if applicable, the cash collateral guaranty or cash
collateral account will be the lesser of the sum of the Collateral Interest and
the amount on deposit in the cash collateral account and an amount specified in
the related prospectus supplement. The related prospectus supplement will set
forth the circumstances under which payments which otherwise would be made to
holders of the Collateral Interest will be distributed to holders of
certificates and, if applicable, the circumstances under which payment will be
made under the cash collateral guaranty or under the cash collateral account.

Surety Bond or Insurance Policy

  Insurance with respect to a series or one or more classes thereof may be
provided by one or more insurance companies. Such insurance will guarantee,
with respect to one or more classes of the related series, distributions of
interest or principal in the manner and amount specified in the related
prospectus supplement.

  A surety bond may be purchased for the benefit of the holders of any series
or class or such series to assure distributions of interest or principal with
respect to such series or class of certificates in the manner and amount
specified in the related prospectus supplement.

Spread Account

  Support for a series or one or more classes thereof may be provided by the
periodic deposit of certain available excess cash flow from the trust assets
into a spread account intended to assist with subsequent distribution of
interest and principal on the certificates of such class or series in the
manner specified in the related prospectus supplement.

Reserve Account

  Support for a series or one or more classes thereof or any enhancement
related thereto may be provided by the establishment of a reserve account. The
reserve account may be funded, to the extent provided in the related prospectus
supplement, by an initial cash deposit, the retention of certain periodic
distributions of principal or interest or both otherwise payable to one or more
classes of certificates, including the subordinated certificates, or the
provision of a letter of credit, guarantee, insurance policy or other form of
credit or any combination thereof. The reserve account will be established to
assist with the subsequent distribution of principal or interest on the
certificates of such series or class thereof or such other amount owing on any
enhancement thereto in the manner provided in the related prospectus
supplement.

                              Certificate Ratings

  Any rating of the certificates by a rating agency will indicate:

  . its view on the likelihood that certificateholders will receive required
    interest and principal payments; and

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<PAGE>

  . its evaluation of the receivables in the trust and the availability of
    any credit enhancement for the certificates.

  Among the things a rating will not indicate are:

  .the likelihood that interest or principal payments will be paid on a
     scheduled date;

  .the likelihood that a Pay Out Event will occur;

  .the likelihood that a United States withholding tax will be imposed on
     non-U.S. certificateholders;

  .the marketability of the certificates;

  .the market price of the certificates; or

  .whether the certificates are an appropriate investment for any purchaser.

  A rating will not be a recommendation to buy, sell or hold the certificates.
A rating may be lowered or withdrawn at any time by a rating agency.

  The seller will request a rating of the certificates offered by this
prospectus and the accompanying prospectus supplement from at least one
nationally recognized rating organization. Rating organizations other than
those requested could assign a rating to the certificates and such a rating
could be lower than any rating assigned by a rating agency chosen by the
seller.

                    Certain Legal Aspects of the Receivables

Transfer of Receivables

  The seller has represented and warranted in the master agreement that the
transfer of receivables by it to the trust is either: an absolute transfer and
assignment to the trust of all right, title and interest of the seller in and
to the related receivables, except for the interest of the seller as holder of
the Seller Interest, or the grant to the trust of a security interest in such
receivables.

  The seller also has represented and warranted that, in the event the transfer
of receivables by the seller to the trust is deemed to create a security
interest under the Uniform Commercial Code, as in effect in the State of
Delaware, there will exist an enforceable first priority perfected security
interest in the receivables in favor of the trust, except for certain tax and
other governmental liens and other nonconsensual liens. For a discussion of the
trust's rights arising from a breach of these warranties, see "Description of
the Certificates--Representations and Warranties" in this prospectus.

  The seller has represented as to previously conveyed receivables to the
trust, and will represent as to receivables to be conveyed to the trust, that
the receivables are "accounts" for purposes of the Delaware UCC. Both the
transfer and assignment of accounts and the transfer of accounts as security
for an obligation are treated under Article 9 of the Delaware UCC as creating a
security interest therein and are subject to its provisions, and the filing of
an appropriate financing statement is required to perfect the security interest
of the trust. Financing statements covering the receivables have been and will
be filed with the appropriate state governmental authority to protect the
interests of the trust in the receivables.

  There are certain limited circumstances in which a prior or subsequent
transferee of receivables coming into existence after the closing date could
have an interest in such receivables with priority over the trust's interest.
Under the master agreement, however, the seller has represented and warranted
that it transferred the seller's interest in the receivables to the trust free
and clear of the lien of any third party. In addition, the seller has
covenanted and will covenant that it will not sell, pledge, assign, transfer or
grant any lien on any receivable in the trust (or any interest therein) other
than to the trust.

  A tax or government lien or other nonconsensual lien on property of the
seller arising prior to the time a receivable comes into existence may also
have priority over the interest of the trust in such receivable. In addition,
if the FDIC were appointed as conservator or receiver of the seller, certain
administrative expenses of the conservator or receiver may also have priority
over the interest of the trust in such receivable.

                                       46
<PAGE>

Certain Matters Relating to Conservatorship or Receivership

  The seller is chartered as a national banking association and is regulated
and supervised by the Office of the Comptroller of the Currency, which is
authorized to appoint the Federal Deposit Insurance Corporation as conservator
or receiver for the seller if certain events occur relating to the seller's
financial condition or the propriety of its actions. In addition, the FDIC
could appoint itself as conservator or receiver for the seller.

  Although the seller will treat its transfer of the receivables to the trust
as a sale for accounting purposes, the transfer may constitute the grant of a
security interest under general applicable law. Nevertheless, the FDIC has
issued regulations surrendering certain rights under the Federal Deposit
Insurance Act, as amended by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, to reclaim, recover, or recharacterize a bank's
transfer of financial assets such as the receivables if (i) the transfer
involved a securitization of the financial assets and meets specified
conditions for treatment as a sale under relevant accounting principles,
(ii) the bank received adequate consideration for the transfer, (iii) the
parties intended that the transfer constitute a sale for accounting purposes,
and (iv) the financial assets were not transferred fraudulently, in
contemplation of the bank's insolvency, or with the intent to hinder, delay, or
defraud the bank or its creditors. The master agreement and the transfer of the
receivables by the seller to the trust have been structured to satisfy all of
these conditions.

  If a condition required under the FDIC's regulations were found not to have
been met, however, the FDIC could reclaim, recover, or recharacterize the
seller's transfer of the receivables. The FDIA would limit the trust's damages
in this event to its "actual direct compensatory damages" determined as of the
date that the FDIC was appointed as conservator or receiver for the seller. The
FDIC, moreover, could delay its decision whether to reclaim, recover, or
recharacterize the seller's transfer of the receivables for a reasonable period
following its appointment as conservator or receiver for the seller. Therefore,
if the FDIC were to reclaim, recover, or recharacterize the seller's transfer
of the receivables, payments to certificateholders could be delayed or reduced.

  Even if the conditions set forth in the regulations were satisfied and the
FDIC did not reclaim, recover, or recharacterize the seller's transfer of the
receivables, certificateholders could suffer a loss on their investment if (i)
the master agreement or the seller's transfer of the receivables were found to
violate the regulatory requirements of the FDIA, (ii) the trustee were required
to comply with the claims process established under the FDIA in order to
collect payments on the receivables, (iii) the FDIC were to request a stay of
any action by the trust or the trustee to enforce the master agreement or the
certificates, or (iv) the FDIC were to repudiate other parts of the master
agreement, such as any obligation to collect payments on or otherwise service
the receivables.

  In addition, regardless of the terms of the master agreement or the
instructions of those authorized to direct the trustee's actions, the FDIC may
have the power (i) to prevent or require the commencement of a rapid
amortization period or rapid accumulation period, (ii) to prevent, limit, or
require the early liquidation of the receivables and termination of the trust,
or (iii) to require, prohibit, or limit the continued transfer of receivables
to the trust. The FDIC, moreover, could prevent the trustee or the
certificateholders from appointing a successor servicer under the master
agreement. If any of these events were to occur, payments to certificateholders
could be delayed or reduced.

Consumer Protection Laws

  The relationships of the cardholder and credit card issuer and the lender are
extensively regulated by federal and state consumer protection laws. With
respect to credit cards issued by the seller, the most

                                       47
<PAGE>

significant laws include the federal Truth-in-Lending, Equal Credit
Opportunity, Fair Credit Reporting, Fair Debt Collection Practice and
Electronic Funds Transfer Acts. These statutes impose disclosure requirements
when a credit card account is advertised, when it is opened, at the end of
monthly billing cycles, and at year end. In addition, these statutes limit
customer liability for unauthorized use, prohibit certain discriminatory
practices in extending credit, and impose certain limitations on the type of
account-related charges that may be assessed. Cardholders are entitled under
these laws to have payments and credits applied to the credit card accounts
promptly, to receive prescribed notices and to require billing errors to be
resolved promptly.

  The trust may be liable for certain violations of consumer protection laws
that apply to the receivables, either as assignee from the seller with respect
to obligations arising before transfer of the receivables to the trust or as a
party directly responsible for obligations arising after the transfer. In
addition, a cardholder may be entitled to assert such violations by way of set-
off against his obligation to pay the amount of receivables owing. The seller
has represented and warranted in the master agreement that all of the
receivables have been and will be created in compliance with the requirements
of such laws. The servicer also agrees in the master agreement to indemnify the
trust, among other things, for any liability arising from such violations
caused by the servicer. For a discussion of the trust's rights arising from the
breach of these warranties, see "Description of the Certificates--
Representations and Warranties" in this prospectus.

  Certain jurisdictions may attempt to require out-of-state credit card issuers
to comply with such jurisdiction's consumer protection laws (including laws
limiting the charges imposed by such credit card issuers) in connection with
their operations in such jurisdictions. A successful challenge by such a
jurisdiction could have an adverse impact on the seller's credit card
operations or the yield on the receivables in the trust.

  If a cardholder sought protection under federal or state bankruptcy or debtor
relief laws, a court could reduce or discharge completely the cardholder's
obligations to repay amounts due on its account and, as a result, the related
receivables would be written off as uncollectible. The certificateholders could
suffer a loss if no funds are available from credit enhancement or other
sources. See "Description of the Certificates--Defaulted Receivables; Rebates
and Fraudulent Charges; Investor Charge-Offs" in this prospectus.

                        Federal Income Tax Consequences

General

  The following is a discussion of material federal income tax consequences
relating to the investment in a certificate offered hereunder. Additional
federal income tax considerations relevant to a particular series may be set
forth in the accompanying prospectus supplement. This discussion is based on
current law, which is subject to changes that could prospectively or
retroactively modify or adversely affect the tax consequences summarized below.
The discussion does not address all of the tax consequences relevant to a
particular certificate owner in light of that certificate owner's
circumstances, and some certificate owners may be subject to special tax rules
and limitations not discussed below. Each prospective certificate owner is
urged to consult its own tax adviser in determining the federal, state, local
and foreign income and any other tax consequences of the purchase, ownership
and disposition of a certificate.

  For purposes of this discussion, "U.S. Person" means a citizen or resident of
the United States, a corporation or partnership organized in or under the laws
of the United States, any state thereof, or any political subdivision of either
(including the District of Columbia), or an estate or trust the income of which
is includible in gross income for U.S. federal income tax purposes regardless
of its source. The term "U.S. Certificate Owner" means any U.S. Person and any
other person to the extent that the income attributable to its interest in a
certificate is effectively connected with that person's conduct of a U.S. trade
or business.

Treatment of the Certificates as Debt

  The seller expresses in the master agreement the intent that for federal,
state and local income and franchise tax purposes, the certificates will be
debt secured by the receivables. The seller, by entering into the

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<PAGE>

master agreement, and each investor, by the acceptance of a beneficial interest
in a certificate, will agree to treat the certificates as debt for federal,
state and local income and franchise tax purposes. However, the master
agreement generally refers to the transfer of receivables as a "sale," and
because different criteria are used in determining the non-tax accounting
treatment of the transaction, the seller will treat the master agreement for
certain non-tax accounting purposes as causing a transfer of an ownership
interest in the receivables and not as creating a debt obligation.

  A basic premise of federal income tax law is that the economic substance of a
transaction generally determines its tax consequences. The form of a
transaction, while a relevant factor, is not conclusive evidence of its
economic substance. In appropriate circumstances, the courts have allowed
taxpayers as well as the Internal Revenue Service to treat a transaction in
accordance with its economic substance, as determined under federal income tax
law, even though the participants in the transaction have characterized it
differently for non-tax purposes.

  The determination of whether the economic substance of a purchase of an
interest in property is instead a loan secured by the transferred property has
been made by the Internal Revenue Service and the courts on the basis of
numerous factors designed to determine whether the seller has relinquished (and
the purchaser has obtained) substantial incidents of ownership in the property.
Among those factors, the primary ones examined are whether the purchaser has
the opportunity to gain if the property increases in value, and has the risk of
loss if the property decreases in value.

  Except to the extent otherwise specified in the related prospectus
supplement, Orrick, Herrington & Sutcliffe LLP, special counsel to the seller,
is of the opinion that, under current law as in effect on the closing date,
although no transaction closely comparable to that contemplated herein has been
the subject of any Treasury regulation, revenue ruling or judicial decision,
for federal income tax purposes the certificates offered hereunder will not
constitute an ownership interest in the receivables but will properly be
characterized as debt. Except where indicated to the contrary, the following
discussion assumes that the certificates offered hereunder are debt for federal
income tax purposes.

Treatment of the Trust

  General. The master agreement permits the issuance of certificates and
certain other interests in the trust (including certain Collateral Interests),
each of which may be treated for federal income tax purposes either as debt or
as equity interests in the trust. If all of the certificates and other
interests in the trust (other than the Seller Interest) were characterized as
debt, the trust might be characterized as a security arrangement for debt
collateralized by the receivables and issued directly by the seller (or other
holder of the Seller Interest). Under such a view, the trust would be
disregarded for federal income tax purposes. Alternatively, if some of the
certificates or other interests in the trust (other than the Seller Interest)
were characterized as equity, the trust might be characterized as a separate
entity owning the receivables, issuing its own debt, and jointly owned by the
seller (or other holder of the Seller Interest) and the other holders of equity
interests in the trust. However, special counsel is of the opinion that, under
current law as in effect on the closing date, any such entity constituted by
the trust will not be an association or publicly traded partnership taxable as
a corporation.

  Possible Treatment of the Trust as a Partnership or a Publicly Traded
Partnership. Although, as described above, special counsel is of the opinion
that the certificates will properly be treated as debt for federal income tax
purposes and that the trust will not be treated as an association or publicly
traded partnership taxable as a corporation, such opinion does not bind the
Internal Revenue Service and thus, no assurance can be given that such
treatment will prevail. Further, such opinion is made with respect to current
law, which is subject to change. If the Internal Revenue Service were to
contend successfully that some or all of the certificates or any other interest
in the trust (other than the Seller Interest) were not debt obligations for
federal income tax purposes, all or a portion of the trust could be classified
as a partnership or as a publicly traded partnership taxable as a corporation
for such purposes. Because special counsel is of the opinion that the

                                       49
<PAGE>

certificates will be characterized as debt for federal income tax purposes and
because any holder of any other interest in the trust (other than the Seller
Interest) generally will agree to treat that interest as debt for such
purposes, no attempt will be made to comply with any tax reporting requirements
that would apply as a result of such alternative characterizations.

  If the trust were treated in whole or in part as a partnership in which some
or all holders of interests in the publicly offered certificates were partners,
that partnership could be classified as a publicly traded partnership, and so
could be taxable as a corporation. Further, regulations published by the
Treasury Department under the publicly traded partnership provisions of the
Internal Revenue Code could cause the trust to constitute a publicly traded
partnership even if all holders of interests in publicly offered certificates
are treated as holding debt. The publicly traded partnership regulations
generally apply to taxable years beginning after December 31, 1995, and thus
could affect the classification of then-existing entities and the ongoing tax
treatment of already completed transactions. Although the publicly traded
partnership regulations provide for a 10-year grandfather period for a
partnership actively engaged in an activity before December 4, 1995, it is not
clear whether the trust would qualify for this grandfather provision. If the
trust were classified as a publicly traded partnership, whether by reason of
the treatment of publicly offered certificates as equity or by reason of the
publicly traded partnership regulations, it would avoid taxation as a
corporation if its income was not derived in the conduct of a "financial
business;" however, whether the income of the trust would be so classified is
unclear.

  Under the Internal Revenue Code and the publicly traded partnership
regulations, a partnership will be classified as a publicly traded partnership
if equity interests therein are traded on an "established securities market,"
or are "readily tradable" on a "secondary market" or its "substantial
equivalent." The seller intends to take measures designed to reduce the risk
that the trust could be classified as a publicly traded partnership by reason
of interests in the trust other than the publicly traded certificates. Although
the seller expects such measures will ultimately be successful, certain of the
actions that may be necessary for avoiding the treatment of such interests as
"readily tradable" on a "secondary market" or its "substantial equivalent" are
not fully within the control of the seller. As a result, there can be no
assurance that the measures the seller intends to take will in all
circumstances be sufficient to prevent the trust from being classified as a
publicly traded partnership under the publicly traded partnership regulations.

  If the trust were treated as a partnership but nevertheless were not treated
as a publicly traded partnership taxable as a corporation, that partnership
would not be subject to federal income tax. Rather, each item of income, gain,
loss and deduction of the partnership generated through the ownership of the
related receivables would be taken into account directly in computing taxable
income of the seller (or the holder of the Seller Interest) and any certificate
owners treated as partners in accordance with their respective partnership
interests therein. The amounts and timing of income reportable by any
certificate owners treated as partners would likely differ from that reportable
by such certificate owners had they been treated as owning debt. In addition,
if the trust were treated in whole or in part as a partnership other than a
publicly traded partnership, income derived from the partnership by any
certificate owner that is a pension fund or other tax-exempt entity may be
treated as unrelated business taxable income. Partnership characterization also
may have adverse state and local income or franchise tax consequences for a
certificate owner. If the trust were treated in whole or in part as a
partnership and the number of holders of interests in the publicly offered
certificates and other interests in the trust treated as partners equaled or
exceeded 100, the seller may cause the trust to elect to be an "electing large
partnership." The consequence of such election to investors could include the
determination of certain tax items at the partnership level and the
disallowance of otherwise allowable deductions. No representation is made as to
whether such election will be made.

  If the arrangement created by the master agreement were treated in whole or
in part as a publicly traded partnership taxable as a corporation, that entity
would be subject to federal income tax at corporate tax rates on its taxable
income generated by ownership of the receivables. That tax could result in
reduced distributions to certificate owners. No distributions from the trust
would be deductible in computing the taxable income of the corporation, except
to the extent that any certificates were treated as debt of the corporation and
distributions to the related certificate owners were treated as payments of
interest thereon. In addition, distributions to

                                       50
<PAGE>

certificate owners not treated as holding debt would be dividend income to the
extent of the current and accumulated earnings and profits of the corporation
(and certificate owners might not be entitled to any dividends received
deduction in respect of such income).

Taxation of Interest Income of U.S. Certificate Owners

  General. Stated interest on a beneficial interest in a certificate will be
includible in gross income in accordance with a U.S. Certificate Owner's method
of accounting.

  Original Issue Discount. If the certificates are issued with original issue
discount, the provisions of Sections 1271 through 1273 and 1275 of the Internal
Revenue Code of 1986 will apply to the certificates. Under those provisions, a
U.S. Certificate Owner (including a cash basis holder) generally would be
required to accrue the original issue discount on its interest in a certificate
in income for federal income tax purposes on a constant yield basis, resulting
in the inclusion of original issue discount in income in advance of the receipt
of cash attributable to that income. In general, a certificate will be treated
as having original issue discount to the extent that its "stated redemption
price" exceeds its "issue price," if such excess equals or exceeds 0.25 percent
multiplied by the weighted average life of the certificate (determined by
taking into account only the number of complete years following issuance until
payment is made for any partial principal payments). Under Section 1272(a)(6)
of the Internal Revenue Code, special provisions apply to debt instruments on
which payments may be accelerated due to prepayments of other obligations
securing those debt instruments. However, no regulations have been issued
interpreting those provisions, and the manner in which those provisions would
apply to the certificates is unclear. Additionally, the Internal Revenue
Service could take the position based on Treasury regulations that none of the
interest payable on a certificate is "unconditionally payable" and hence that
all of such interest should be included in the certificate's stated redemption
price at maturity. If sustained, such treatment should not significantly affect
the tax liability of most certificate owners, but prospective U.S. Certificate
Owners should consult their own tax advisers concerning the impact to them in
their particular circumstances. Except where indicated to the contrary, this
discussion assumes that interest payable on a certificate is "unconditionally
payable."

  Market Discount. A U.S. Certificate Owner who purchases an interest in a
certificate at a discount that exceeds any unamortized original issue discount
may be subject to the "market discount" rules of Sections 1276 through 1278 of
the Internal Revenue Code. These rules provide, in part, that gain on the sale
or other disposition of a certificate and partial principal payments on a
certificate are treated as ordinary income to the extent of accrued market
discount. The market discount rules also provide for deferral of interest
deductions with respect to debt incurred to purchase or carry a certificate
that has market discount.

  Market Premium. A U.S. Certificate Owner who purchases an interest in a
certificate at a premium may elect to offset the premium against interest
income over the remaining term of the certificate in accordance with the
provisions of Section 171 of the Internal Revenue Code.

Sale or Exchange of Certificates

  Upon a disposition of an interest in a certificate, a U.S. Certificate Owner
generally will recognize gain or loss equal to the difference between the
amount realized on the disposition and the U.S. Certificate Owner's adjusted
basis in its interest in the certificate. The adjusted basis in the interest in
the certificate will equal its cost, increased by any original issue discount
or market discount includible in income with respect to the interest in the
certificate prior to its sale and reduced by any payments of principal or
original issue discount previously received with respect to the interest in the
certificate and any amortized premium. Subject to the market discount rules,
gain or loss will be capital gain or loss if the interest in the certificate
was held as a capital asset. Capital losses generally may be used only to
offset capital gains.

Foreign Certificate Owners

  A non-U.S. Certificate Owner who, for United States federal income tax
purposes, is a nonresident alien individual or foreign corporation (a "Foreign
Person") generally will not be subject to U.S. federal income tax on interest
(including original issue discount) on a beneficial interest in a certificate
unless:

                                       51
<PAGE>

    (i) the Foreign Person actually or constructively owns 10 percent or more
  of the total combined voting power of all classes of stock of the seller
  entitled to vote (or of a profits or capital interest in the trust if
  characterized as a partnership);

    (ii) the Foreign Person is a controlled foreign corporation that is
  related to the seller (or the trust, if treated as a partnership) through
  stock ownership;

    (iii) the Foreign Person is a bank receiving interest described in
  Internal Revenue Code Section 881(c)(3)(A);

    (iv) such interest is contingent interest described in Internal Revenue
  Code Section 871(h)(4); or

    (v) the Foreign Person bears certain relationships to any holder of
  either (x) the Seller Interest (other than the seller) or (y) any other
  interest in the trust not properly characterized as debt.

  To qualify for the exemption from taxation, the withholding agent, who
generally is the last U.S. Person in the chain of payment prior to payment to a
Foreign Person, must have received (in the year in which a payment of interest
or principal occurs or in either of the two preceding years) a statement that:

    (i) is signed by the Foreign Person under penalties of perjury;

    (ii) certifies that the Foreign Person is not a U.S. Person; and

    (iii) provides the name and address of, and certain additional
  information concerning, the Foreign Person.

  This statement generally may be made on a Form W-8BEN or substantially
similar substitute form, and the Foreign Person must inform the withholding
agent of any change in the information on the statement within 30 days of the
change. If a certificate is held through a securities clearing organization or
certain other financial institutions, the organization or institution may
provide a signed statement to the withholding agent. However, in that case, the
signed statement must be accompanied by a Form W-8BEN or substitute form
provided by the Foreign Person to the organization or institution holding the
certificate on behalf of the Foreign Person. The U.S. Treasury Department
recently issued final Treasury regulations which will revise some of the
foregoing procedures whereby a non-U.S. Certificate Owner may establish an
exemption from withholding generally beginning January 1, 2001; non-U.S.
Certificate Owners should consult their tax advisers concerning the impact to
them, if any, of such revised procedures.

  Generally, any gain or income realized by a Foreign Person upon retirement or
disposition of an interest in a certificate will not be subject to U.S. federal
income tax, provided that:

    (i) in the case of a certificate owner that is an individual, such
  certificate owner is not present in the United States for 183 days or more
  during the taxable year in which such retirement or disposition occurs; and

    (ii) in the case of gain representing accrued interest, the conditions
  for exemption from withholding described above are satisfied.

Certain exceptions may be applicable, and an individual Foreign Person should
consult a tax adviser.

  If the certificates were treated as an interest in a partnership, the
recharacterization could cause a non-U.S. Certificate Owner to be treated as
engaged in a trade or business in the United States. In that event, the non-
U.S. Certificate Owner would be required to file a federal income tax return
and, in general, would be subject to U.S. federal income tax (including the
branch profits tax) on its net income from the partnership. Further, certain
withholding obligations apply with respect to income allocable or distributions
made to a foreign partner. That withholding may be at a rate as high as 39.6
percent. If some or all of the certificates were treated as stock in a
corporation, any related dividend distributions to a non-U.S. Certificate Owner
generally would be subject to withholding of tax at the rate of 30 percent,
unless that rate were reduced by an applicable tax treaty.


                                       52
<PAGE>

Backup Withholding and Information Reporting

  Payments of principal and interest, as well as payments of proceeds from the
sale, retirement or other disposition of a certificate, may be subject to
"backup withholding" tax under the Internal Revenue Code at a rate of 31
percent if a recipient of such payments fails to furnish to the payor certain
identifying information. Any amounts deducted and withheld would be allowed as
a credit against such recipient's United States federal income tax, provided
appropriate proof is provided under rules established by the Internal Revenue
Service. Furthermore, certain penalties may be imposed by the Internal Revenue
Service on a recipient of payments that is required to supply information but
that does not do so in the proper manner. Backup withholding will not apply
with respect to payments made to certain exempt recipients, such as
corporations and financial institutions. Information may also be required to be
provided to the Internal Revenue Service concerning payments, unless an
exemption applies. Certificate owners should consult their tax advisors
regarding their qualification for exemption from backup withholding and
information reporting and the procedure for obtaining such an exemption.

State and Local Taxation

  The discussion above does not address the taxation of the trust or the tax
consequences of the purchase, ownership or disposition of an interest in the
certificates under any state or local tax law. Each investor should consult its
own tax adviser regarding state and local tax consequences.

                              ERISA Considerations

  Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code prohibit
certain pension, profit sharing or other employee benefit plans, individual
retirement accounts or annuities and employee annuity plans and Keogh plans,
collectively, "plans," from engaging in certain transactions involving "plan
assets" with persons that are "parties in interest" under ERISA or
"disqualified persons" under the Internal Revenue Code, collectively, "parties
in interest," with respect to the plan. A violation of these "prohibited
transaction" rules may generate excise tax and other liabilities under ERISA
and Section 4975 of the Internal Revenue Code for such persons, unless a
statutory, regulatory or administrative exemption is available. Plans that are
governmental plans (as defined in Section 3(32) of ERISA) and certain church
plans (as defined in Section 3(33) of ERISA) are not subject to ERISA
requirements.

  A violation of the prohibited transaction rules could occur if any series of
certificates were to be purchased with "plan assets" of any plan if the seller,
the trustee, any underwriters of such series or any of their affiliates were a
party in interest with respect to such plan, unless a statutory, regulatory or
administrative exemption is available or an exception applies under a plan
asset regulation issued by the Department of Labor. The seller, the trustee,
any underwriters of a series and their affiliates are likely to be parties in
interest with respect to many plans. Before purchasing certificates, a plan
fiduciary or other plan investor should consider whether a prohibited
transaction might arise by reason of the relationship between the plan and the
seller, the trustee, any underwriters of such series or any of their affiliates
and consult their counsel regarding the purchase in light of the considerations
described below. The Department of Labor has issued five class exemptions that
may apply to otherwise prohibited transactions arising from the purchase or
holding of the certificates: Department of Labor Prohibited Transaction Class
Exemption 96-23 (Class Exemption for Plan Asset Transactions Determined by In-
House Asset Managers), Prohibited Transaction Class Exemption 95-60 (Class
Exemption for Certain Transactions Involving Insurance Company General
Accounts), Prohibited Transaction Class Exemption 91-38 (Class Exemption for
Certain Transactions Involving Bank Collective Investment Funds), Prohibited
Transaction Class Exemption 90-1 (Class Exemption for Certain Transactions
Involving Insurance Company Pooled Separate Accounts) and Prohibited
Transaction Class Exemption 84-14 (Class Exemption for Plan Asset Transactions
Determined by Independent Qualified Professional Asset Managers).

  Under certain circumstances, the Department of Labor plan asset regulation
treats the assets of an entity in which a plan holds an equity interest as
"plan assets" of such plan. Because the certificates will represent

                                       53
<PAGE>

beneficial interests in the trust, and despite the agreement of the seller and
the certificate owners to treat each series of certificates as debt
instruments, the certificates are likely to be considered equity interests in
the trust for purposes of the plan asset regulation, with the result that the
assets of the trust are likely to be treated as "plan assets" of the investing
plans for purposes of ERISA and Section 4975 of the Internal Revenue Code and
result in non-exempt prohibited transactions, unless one of the following
exceptions applies.

  The first exception applies to a "publicly-offered security." A publicly-
offered security is a security that is:

    (a) freely transferable;

    (b) part of a class of securities that is owned, immediately subsequent
  to the initial offering, by 100 or more investors who were independent of
  the issuer and of one another; and

    (c) either is:

      (i) part of a class of securities registered under Section 12(b) or
    12(g) of the Securities Exchange Act of 1934, as amended; or

      (ii) sold to the plan as part of an offering of securities to the
    public pursuant to an effective registration statement under the
    Securities Act of 1933, as amended, and the class of securities of
    which such security is a part is registered under the Securities
    Exchange Act of 1934, as amended, within 120 days (or such later time
    as may be allowed by the SEC) after the end of the fiscal year of the
    issuer during which the offering of such securities to the public
    occurred.

For purposes of the 100 independent investor criterion, except to the extent
otherwise disclosed in the accompanying prospectus supplement, each class of
certificates should be deemed to be a "class" of securities that would be
tested separately from any other securities that may be issued by the trust.

  A second exception applies if equity participation in the entity by "benefit
plan investors" (i.e., plans and other employee benefit plans not subject to
ERISA, such as governmental or foreign plans, as well as entities holding
assets deemed to be "plan assets") is not "significant." Benefit plan
investors' equity participation in the trust is not significant on any date on
which any series of certificates is issued and outstanding if, immediately
after the most recent acquisition of any equity interest in the trust, less
than 25% of the value of each class of equity interests in the trust (excluding
interests held by the seller, the trustee or their affiliates) is held by
benefit plan investors. No assurance can be given by the seller as to whether
the value of each class of equity interests in the trust held by benefit plan
investors will be "significant" upon completion of the offering of any series
of certificates or thereafter, and no monitoring or other measures will be
taken with respect to the satisfaction of the conditions to this exception.

  If so specified in the accompanying prospectus supplement, a third exception
will also be available. On April 7, 1998, the Department of Labor granted to
MBNA an administrative exemption, Prohibited Transaction Exemption 98-13
(Exemption Application No. D-10304, 63 Fed. Reg. 17,020), from certain of the
prohibited transaction rules of ERISA and Section 4975 of the Internal Revenue
Code with respect to the initial purchase, the holding and the subsequent
resale by plans of securities representing interests in MBNA credit card trusts
that meet the conditions and requirements of the exemption. The exemption will
apply to the acquisition, holding and resale of the senior certificates by or
with "plan assets" of a plan, provided that certain conditions (certain of
which are described below) are met.

  Among the conditions which must be satisfied for the exemption to apply are
the following:

    (1) the acquisition of the senior certificates by a plan is on terms
  (including the price for such senior certificates) that are at least as
  favorable to the investing plan as they would be in an arm's-length
  transaction with an unrelated party;

    (2) the rights and interests evidenced by the senior certificates
  acquired by the plan are not subordinated to the rights and interests
  evidenced by other certificates of the trust;

    (3) the senior certificates acquired by the plan have received a rating
  at the time of such acquisition in one of the two highest generic rating
  categories from a rating agency; provided that, notwithstanding

                                       54
<PAGE>

  such rating, credit support is provided to the senior certificates through
  a senior-subordinated structure or other form of third-party credit support
  which, at a minimum, represents 5% of the outstanding principal balance of
  the senior certificates at the time of such acquisition;

    (4) the trustee is not an affiliate of the restricted group (as defined
  below);

    (5) the sum of all payments made to and retained by the underwriters in
  connection with the distribution of the senior certificates represents not
  more than reasonable compensation for underwriting such senior
  certificates; the consideration received by the seller as a consequence of
  the assignment of receivables to the trust, to the extent allocable to the
  senior certificates, represents not more than the fair market value of such
  receivables; and the sum of all payments made to and retained by the
  servicer, to the extent allocable to the senior certificates, represents
  not more than reasonable compensation for the servicer's services under the
  master agreement and reimbursement of the servicer's reasonable expenses in
  connection therewith;

    (6) the plan investing in the senior certificates is an "accredited
  investor" as defined in Rule 501(a)(1) of Regulation D of the Securities
  and Exchange Commission under the Securities Act of 1933, as amended;

    (7) the trustee is a substantial financial institution or trust company
  experienced in trust activities and is familiar with its duties,
  responsibilities and liabilities as a fiduciary under ERISA and, as the
  legal owner of (or holder of a perfected security interest in) the
  receivables, enforces all the rights created in favor of the
  certificateholders, including plans;

    (8) prior to the issuance of any new series, confirmation is received
  from the rating agencies that such issuance will not result in the
  reduction or withdrawal of the then current rating of the senior
  certificates held by any plan pursuant to the MBNA exemption;

    (9) to protect against fraud, chargebacks or other dilution of the
  receivables, the master agreement and the rating agencies require the
  seller to maintain a Seller Interest of not less than 2% of the principal
  balance of the receivables contained in the trust;

    (10) each receivable is an Eligible Receivable, based on criteria of the
  rating agencies and as specified in the master agreement, and the master
  agreement requires that any change in the terms of the cardholder
  agreements must be made applicable to the comparable segment of accounts
  owned or serviced by MBNA which are part of the same program or have the
  same or substantially similar characteristics;

    (11) the master agreement limits the number of newly originated accounts
  to be designated to the trust, unless the rating agencies otherwise consent
  in writing, to the following: (a) with respect to any three-month period,
  15% of the number of existing accounts designated to the trust as of the
  first day of such period, and (b) with respect to any twelve-month period,
  20% of the number of existing accounts designated to the trust as of the
  first day of such twelve-month period;

    (12) the master agreement requires the seller to deliver an opinion of
  counsel semi-annually confirming the validity and perfection of the
  transfer of receivables in newly originated accounts to the trust if such
  an opinion is not delivered with respect to each interim addition; and

    (13) the master agreement requires the seller and the trustee to receive
  confirmation from each rating agency that such rating agency will not
  reduce or withdraw its then current rating of the class of certificates as
  a result of:

      (a) a proposed transfer of receivables in newly originated accounts
    to the trust; or

      (b) the transfer of receivables in all newly originated accounts
    added to the trust during the preceding three-month period (beginning
    at quarterly intervals specified in the master agreement and ending in
    the calendar month prior to the date such confirmation is issued),
    provided that a rating agency confirmation shall not be required under
    clause (b) for any three-month period in which any additions of
    receivables in newly originated accounts occurred only after receipt of
    prior rating agency confirmation pursuant to clause (a).

                                       55
<PAGE>

  The trust also must meet the following requirements:

    (a) the corpus of the trust must consist only of receivables of the type
  which have been included in other investment pools;

    (b) certificates evidencing interests in such other investment pools have
  been rated in one of the two highest generic rating categories by at least
  one of the rating agencies for at least one year prior to the plan's
  acquisition of certificates; and

    (c) certificates evidencing an interest in such other investment pools
  have been purchased by investors other than plans for at least one year
  prior to any plan's acquisition of senior certificates.

  Moreover, the MBNA exemption provides relief from certain self-
dealing/conflict of interest prohibited transactions that may occur when a plan
fiduciary causes a plan to acquire senior certificates if the fiduciary (or its
affiliate) is an obligor on the receivables held in the trust, provided that,
among other requirements:

    (a) in the case of an acquisition in connection with the initial issuance
  of senior certificates, at least 50% of each class of certificates in which
  plans have invested is acquired by persons independent of the restricted
  group and at least 50% of the aggregate interest in the trust is acquired
  by persons independent of the restricted group;

    (b) such fiduciary (or its affiliate) is an obligor with respect to 0.5%
  or less of the fair market value of the obligations contained in the trust;

    (c) the plan's investment in senior certificates does not exceed 25% of
  all of the senior certificates outstanding after the acquisition; and

    (d) no more than 25% of the assets of the plan are invested in securities
  representing an interest in one or more trusts containing assets sold or
  serviced by the same entity.

  The exemption does not apply to plans sponsored by the "restricted group"
which consists of the seller, the underwriters of the senior certificates, the
trustee, the servicer, any obligor with respect to obligations included in the
trust constituting more than 0.5% of the fair market value of the aggregate
undivided interest in the trust allocated to the senior certificates of a
series, determined on the date of the initial issuance of such series, or any
affiliate of any such party.

  The Department of Labor has designated the MBNA exemption as an "underwriter
exemption." As a result, an insurance company investing solely assets of its
general account may be able to acquire and hold subordinate certificates of a
series, provided that (i) the senior certificates of that series are eligible
for relief under the MBNA exemption and (ii) such acquisition and holding
satisfies the conditions applicable under Sections I and III of Department of
Labor Prohibited Transaction Class Exemption 95-60.

  If none of the foregoing exceptions under the plan asset regulation were
satisfied with respect to the trust and the trust were considered to hold "plan
assets" of plans, transactions involving the trust and parties in interest with
respect to a plan that is a certificate owner might be prohibited under Section
406 of ERISA and/or Section 4975 of the Internal Revenue Code and result in
excise tax and other liabilities under ERISA and Section 4975 of the Internal
Revenue Code unless an exemption were available. The five Department of Labor
class exemptions mentioned above may not provide relief for all transactions
involving the assets of the trust even if they would otherwise apply to the
purchase of a certificate by a plan.

  The certificates of any series may not be purchased with "plan assets" of a
plan if the seller, the servicer, the trustee or any of their affiliates:

    (a) has investment or administrative discretion with respect to such plan
  assets;

    (b) has authority or responsibility to give, or regularly gives,
  investment advice with respect to such plan assets, for a fee and pursuant
  to an agreement or understanding that such advice (i) will serve as a
  primary basis for investment decisions with respect to such plan assets,
  and (ii) will be based on the particular investment needs of such plan; or

                                       56
<PAGE>

    (c) unless Prohibited Transaction Class Exemption 95-60, 91-38 or 90-1
  applies, is an employer maintaining or contributing to such plan.

  In light of the foregoing, fiduciaries or other persons contemplating
purchasing the certificates on behalf or with "plan assets" of any plan should
consult their own counsel regarding whether the trust assets represented by the
certificates would be considered "plan assets," the consequences that would
apply if the trust's assets were considered "plan assets," and the availability
of exemptive relief from the prohibited transaction rules under the MBNA
exemption or otherwise.

  Finally, plan fiduciaries and other plan investors should consider the
fiduciary standards under ERISA or other applicable law in the context of the
plan's particular circumstances before authorizing an investment of a portion
of the plan's assets in the certificates. Accordingly, among other factors,
plan fiduciaries and other plan investors should consider whether the
investment:

    (i) satisfies the diversification requirement of ERISA or other
  applicable law;

    (ii) is in accordance with the plan's governing instruments; and

    (iii) is prudent in light of the risk factors and other factors discussed
  in this prospectus and in the accompanying prospectus supplement.

                              Plan of Distribution

  Subject to the terms and conditions set forth in an underwriting agreement to
be entered into with respect to each series of certificates, the seller will
agree to sell to each of the underwriters named therein and in the accompanying
prospectus supplement, and each of such underwriters will severally agree to
purchase from the seller, the principal amount of certificates set forth
therein and in the accompanying prospectus supplement (subject to proportional
adjustment on the terms and conditions set forth in the related underwriting
agreement in the event of an increase or decrease in the aggregate amount of
certificates offered hereby and by the accompanying prospectus supplement).

  In each underwriting agreement, the several underwriters will agree, subject
to the terms and conditions set forth therein, to purchase all the certificates
offered hereby and by the accompanying prospectus supplement if any of such
certificates are purchased. In the event of a default by any underwriter, each
underwriting agreement will provide that, in certain circumstances, purchase
commitments of the nondefaulting underwriters may be increased or the
underwriting agreement may be terminated.

  Each prospectus supplement will set forth the price at which each series of
certificates or class being offered thereby initially will be offered to the
public and any concessions that may be offered to certain dealers participating
in the offering of such certificates. After the initial public offering, the
public offering price and such concessions may be changed.

  Each underwriting agreement will provide that the seller will indemnify the
related underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

  The place and time of delivery for any series of certificates in respect of
which this prospectus is delivered will be set forth in the accompanying
prospectus supplement.

                                 Legal Matters

  Certain legal matters relating to the issuance of the certificates will be
passed upon for the seller by John W. Scheflen, Executive Vice President,
General Counsel and Secretary of MBNA Corporation and Vice Chairman, Cashier
and Secretary of MBNA, and by Orrick, Herrington & Sutcliffe LLP, Washington,
D.C., special counsel to the seller. Certain legal matters relating to the
issuance of the certificates under the laws of

                                       57
<PAGE>

the State of Delaware will be passed upon for the seller by Richards, Layton &
Finger, P.A., Wilmington, Delaware. Certain legal matters relating to the
federal tax consequences of the issuance of the certificates will be passed
upon for the seller by Orrick, Herrington & Sutcliffe LLP. Certain legal
matters relating to the issuance of the certificates will be passed upon for
the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York. Mr. Scheflen owns beneficially in excess of 700,000 shares of common
stock of MBNA Corporation, including options exercisable within sixty days
under the Corporation's 1991 and 1997 Long Term Incentive Plans.

                         Reports to Certificateholders

  The servicer will prepare monthly and annual reports that will contain
information about the trust. The financial information contained in the reports
will not be prepared in accordance with generally accepted accounting
principles. Unless and until definitive certificates are issued, the reports
will be sent to Cede & Co. which is the nominee of The Depository Trust Company
and the registered holder of the certificates. No financial reports will be
sent to you. See "Description of the Certificates--Book-Entry Registration,"
"--Reports to Certificateholders" and "--Evidence as to Compliance" in this
prospectus.

                      Where You Can Find More Information

  We filed a registration statement relating to the certificates with the
Securities and Exchange Commission. This prospectus is part of the registration
statement, but the registration statement includes additional information.

  The servicer will file with the SEC all required annual, monthly and special
SEC reports and other information about the trust.

  You may read and copy any reports, statements or other information we file at
the SEC's public reference room in Washington, D.C. You can request copies of
these documents, upon payment of a duplicating fee, by writing to the SEC.
Please call the SEC at (800) SEC-0330 for further information on the operation
of the public reference rooms. Our SEC filings are also available to the public
on the SEC Internet site (http://www.sec.gov).

  The SEC allows us to "incorporate by reference" information we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this prospectus. Information that we file later with the SEC will
automatically update the information in this prospectus. In all cases, you
should rely on the later information over different information included in
this prospectus or the accompanying prospectus supplement. We incorporate by
reference any future annual, monthly and special SEC reports and proxy
materials filed by or on behalf of the trust until we terminate our offering of
the certificates.

  As a recipient of this prospectus, you may request a copy of any document we
incorporate by reference, except exhibits to the documents (unless the exhibits
are specifically incorporated by reference), at no cost, by writing or calling
us at: Investor Relations; MBNA America Bank, National Association; Wilmington,
Delaware 19884-0131; (800) 362-6255.

                                       58
<PAGE>

                         Index of Terms for Prospectus
<TABLE>
<CAPTION>
Term                                                                        Page
----                                                                        ----
<S>                                                                         <C>
addition date..............................................................  29
additional interest........................................................  35
bank portfolio.............................................................  15
certificate owner..........................................................  20
Collateral Interest........................................................  45
collection account.........................................................  31
controlled accumulation period.............................................   7
controlled amortization period.............................................   7
Credit Enhancement Percentage..............................................  33
cut-off date...............................................................  17
defaulted accounts.........................................................  33
definitive certificates....................................................  23
depositaries...............................................................  20
depository.................................................................  20
determination date.........................................................  35
discount percentage........................................................  31
distribution account.......................................................  31
distribution date..........................................................   6
Eligible Account...........................................................  27
Eligible Receivable........................................................  28
Enhancement Invested Amount................................................  44
ERISA......................................................................  53
excess finance charge collections..........................................  35
finance charge account.....................................................  31
Foreign Person.............................................................  51
funding period.............................................................  32
group......................................................................  35
interchange................................................................  16
Investor Charge-Off........................................................  35
Investor Default Amount....................................................  35
Investor Interest..........................................................  19
Investor Percentage........................................................  33
</TABLE>
<TABLE>
<CAPTION>
Term                                                                        Page
----                                                                        ----
<S>                                                                         <C>
Investor Servicing Fee.....................................................  35
Minimum Seller Interest....................................................  26
monthly interest...........................................................  35
Pay Out Event..............................................................  37
Permitted Investments......................................................  31
plans......................................................................  53
pre-funding account........................................................  32
pre-funding amount.........................................................  32
principal account..........................................................  31
principal amortization period..............................................   7
Qualified Institution......................................................  31
rapid accumulation period..................................................   7
rapid amortization period..................................................   7
rating agency..............................................................   9
removal date...............................................................  30
revolving period...........................................................   6
scheduled payment date.....................................................   7
seller certificate.........................................................  19
Seller Interest............................................................  19
Seller Percentage..........................................................  19
series termination date....................................................   7
service transfer...........................................................  39
Servicer Default...........................................................  40
shared principal collections...............................................  35
Tax Opinion................................................................  25
transfer date..............................................................  33
trust portfolio............................................................  16
Trust Termination Date.....................................................  37
unallocated principal collections..........................................  34
U.S. Certificate Owner.....................................................  48
U.S. Person................................................................  48
</TABLE>

                                       59
<PAGE>

                                                                         ANNEX I

         Global Clearance, Settlement and Tax Documentation Procedures

  Except in certain limited circumstances, the globally offered MBNA Master
Credit Card Trust II Asset Backed Certificates (the "Global Securities") to be
issued in series from time to time (each, a "Series") will be available only in
book-entry form. Investors in the Global Securities may hold such Global
Securities through any of The Depository Trust Company ("DTC"), Clearstream or
Euroclear. The Global Securities will be tradeable as home market instruments
in both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.

  Secondary market trading between investors holding Global Securities through
Clearstream and Euroclear will be conducted in the ordinary way in accordance
with their normal rules and operating procedures and in accordance with
conventional eurobond practice (i.e., seven calendar day settlement).

  Secondary market trading between investors holding Global Securities through
DTC will be conducted according to the rules and procedures applicable to U.S.
corporate debt obligations.

  Secondary cross-market trading between Clearstream or Euroclear and DTC
participants holding certificates will be effected on a delivery-against-
payment basis through the respective depositaries of Clearstream and Euroclear
(in such capacity) and as DTC participants.

  Non-U.S. holders (as described below) of Global Securities will be subject to
U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.

Initial Settlement

  All Global Securities will be held in book-entry form by DTC in the name of
Cede & Co. as nominee of DTC. Investors' interests in the Global Securities
will be represented through financial institutions acting on their behalf as
direct and indirect participants in DTC. As a result, Clearstream and Euroclear
will hold positions on behalf of their participants through their respective
depositaries, which in turn will hold such positions in accounts as DTC
participants.

  Investors electing to hold their Global Securities through DTC (other than
through accounts at Clearstream or Euroclear) will follow the settlement
practices applicable to U.S. corporate debt obligations. Investor securities
custody accounts will be credited with their holdings against payment in same-
day funds on the settlement date.

  Investors electing to hold their Global Securities through Clearstream or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds in registered form. Global Securities will be credited
to the securities custody accounts on the settlement date against payment for
value on the settlement date.

Secondary Market Trading

  Because the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

  Trading between DTC Participants. Secondary market trading between DTC
participants (other than Citibank, N.A. ("Citibank") and Morgan Guaranty Trust
Company of New York ("Morgan") as depositories for Clearstream and Euroclear,
respectively) will be settled using the procedures applicable to U.S. corporate
debt obligations in same-day funds.

                                      A-1
<PAGE>

  Trading between Clearstream customers and/or Euroclear
participants. Secondary market trading between Clearstream customers or
Euroclear participants will be settled using the procedures applicable to
conventional eurobonds in same-day funds.

  Trading between DTC seller and Clearstream or Euroclear purchaser. When
Global Securities are to be transferred from the account of a DTC participant
(other than Citibank and Morgan as depositories for Clearstream and Euroclear,
respectively) to the account of a Clearstream customer or a Euroclear
participant, the purchaser must send instructions to Clearstream or Euroclear,
as the case may be, prior to settlement date 12:30. Clearstream or Euroclear,
as the case may be, will instruct Citibank or Morgan, respectively, to receive
the Global Securities for payment. Payment will then be made by Citibank or
Morgan, as the case may be, to the DTC participant's account against delivery
of the Global Securities. After settlement has been completed, the Global
Securities will be credited to the respective clearing system and by the
clearing system, in accordance with its usual procedures, to the Clearstream
customer's or Euroclear participant's account. Credit for the Global Securities
will appear the next day (European time) and the cash debit will be back-valued
to, and the interest on the Global Securities will accrue from, the value date
(which would be the preceding day when settlement occurred in New York). If
settlement is not completed on the intended value date (i.e., the trade fails),
the Clearstream or Euroclear cash debit will be valued instead as of the actual
settlement date.

  Clearstream customers and Euroclear participants will need to make available
to the respective clearing systems the funds necessary to process same-day
funds settlement. The most direct means of doing so is to pre-position funds
for settlement, either from cash on hand or existing lines of credit, as they
would for any settlement occurring within Clearstream or Euroclear. Under this
approach, they may take on credit exposure to Clearstream or Euroclear until
the Global Securities are credited to their accounts one day later.

  As an alternative, if Clearstream or Euroclear has extended a line of credit
to them, Clearstream customers or Euroclear participants can elect not to pre-
position funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Clearstream customers or Euroclear
participants purchasing Global Securities would incur overdraft charges for one
day, assuming they cleared the overdraft when the Global Securities were
credited to their accounts. However, interest on the Global Securities would
accrue from the value date. Therefore, in many cases the investment income on
the Global Securities earned during that one-day period may substantially
reduce or offset the amount of such overdraft charges, although this result
will depend on each Clearstream customer's or Euroclear participant's
particular cost of funds.

  Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending Global Securities to
Citibank or Morgan for the benefit of Clearstream customers or Euroclear
participants. The sale proceeds will be available to the DTC seller on the
settlement date. Thus, to the DTC participant a cross-market transaction will
settle no differently from a trade between two DTC participants.

  Trading between Clearstream or Euroclear seller and DTC purchaser. Due to
time zone differences in their favor, Clearstream customers and Euroclear
participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through Citibank or Morgan, to another DTC participant. The seller will send
instructions to Clearstream or Euroclear, as the case may be, before settlement
date 12:30. In these cases, Clearstream or Euroclear will instruct Citibank or
Morgan, as appropriate, to credit the Global Securities to the DTC
participant's account against payment. The payment will then be reflected in
the account of the Clearstream customer or Euroclear participant the following
day, and receipt of the cash proceeds in the Clearstream customer's or
Euroclear participant's account would be back-valued to the value date (which
would be the preceding day, when settlement occurred in New York). If the
Clearstream customer or Euroclear participant has a line of credit with its
respective clearing system and elects to draw on such line of credit in
anticipation of receipt of the sale proceeds in its account, the back-valuation
may substantially reduce or offset any overdraft charges incurred over that
one-day period. If settlement is not completed on the intended value date
(i.e., the trade fails), receipt of the cash proceeds in the Clearstream
customer's or Euroclear participant's account would instead be valued as of the
actual settlement date.


                                      A-2
<PAGE>

Certain U.S. Federal Income Tax Documentation Requirements

  A beneficial owner of Global Securities holding securities through
Clearstream or Euroclear (or through DTC if the holder has an address outside
the U.S.) will be subject to the 30% U.S. withholding tax that generally
applies to payments of interest (including original issue discount) on
registered debt issued by U.S. Persons, unless (i) each clearing system, bank
or other financial institution that holds customers' securities in the ordinary
course of its trade or business in the chain of intermediaries between such
beneficial owner and the U.S. entity required to withhold tax complies with
applicable certification requirements and (ii) such beneficial owner takes
appropriate steps to obtain an exemption or reduced tax rate. See "Federal
Income Tax Consequences."


                                      A-3
<PAGE>

                        MBNA Master Credit Card Trust II
                                     Issuer


                        [MBNA AMERICA Logo Appears Here]


                    MBNA America Bank, National Association
                              Seller and Servicer

                                 SERIES 2000-K

                                 $637,500,000
                Class A Floating Rate Asset Backed Certificates

                                  $56,250,000
                Class B Floating Rate Asset Backed Certificates

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

                             PROSPECTUS SUPPLEMENT

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

                    Underwriters of the Class A certificates

     Chase Securities Inc.                         J.P. Morgan & Co.
                         Banc of America Securities LLC
                         Banc One Capital Markets, Inc.
                           Credit Suisse First Boston
                           Deutsche Banc Alex. Brown
                                Lehman Brothers

                    Underwriters of the Class B certificates

     Chase Securities Inc.                         J.P. Morgan & Co.

     You should rely only on the information contained or
     incorporated by reference in this prospectus supplement and
     the accompanying prospectus. We have not authorized anyone to
     provide you with different information.

     We are not offering the certificates in any state where the
     offer is not permitted.

     We do not claim the accuracy of the information in this
     prospectus supplement and the accompanying prospectus as of
     any date other than the dates stated on their respective
     covers.

     Dealers will deliver a prospectus supplement and prospectus
     when acting as underwriters of the certificates and with
     respect to their unsold allotments or subscriptions. In
     addition, all dealers selling the certificates will deliver a
     prospectus supplement and prospectus until February 5, 2001.


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