MBNA CORP, S-4/A, 1997-02-25

MBNA CORP
S-4/A, 1997-02-25
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1997

REGISTRATION NO. 333-21181

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------

<TABLE>
<S> <C>
MBNA CORPORATION MBNA CAPITAL C
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN ITS CHARTER) SPECIFIED IN ITS CHARTER)

MARYLAND DELAWARE
(STATE OR OTHER JURISDICTION (STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION) OF INCORPORATION OR ORGANIZATION)

52-1713008
(I.R.S. EMPLOYER (I.R.S. EMPLOYER
IDENTIFICATION NO.) IDENTIFICATION NO.)
</TABLE>

WILMINGTON, DELAWARE 19884
(800) 362-6255
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,

OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)

M. SCOT KAUFMAN
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER
WILMINGTON, DELAWARE 19884-0864
(800) 362-6255
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

Copies to:

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

<TABLE>
<S> <C> <C>
JOHN W. SCHEFLEN JOHN B. TEHAN, ESQ. VINCENT J. PISANO, ESQ.
EXECUTIVE VICE PRESIDENT SIMPSON THACHER & BARTLETT SKADDEN, ARPS, SLATE,
GENERAL COUNSEL & SECRETARY 425 LEXINGTON AVENUE MEAGHER & FLOM LLP
MBNA CORPORATION NEW YORK, NEW YORK 10017 919 THIRD AVENUE
WILMINGTON, DELAWARE 19884-0616 (212) 455-2000 NEW YORK, NEW YORK 10022
(800) 362-6255 (212) 735-3000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after this Registration Statement becomes effective
and all other conditions to the exchange offer (the "Exchange Offer") described
in the enclosed prospectus have been satisfied or waived.

If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2

PROSPECTUS [MBNA LOGO]

MBNA CORPORATION
MBNA CAPITAL C
OFFER TO EXCHANGE
MBNA CAPITAL C

8.25% TRUST ORIGINATED

PREFERRED SECURITIES(SM)
("TOPRS(SM)")
(LIQUIDATION AMOUNT $25.00
PER PREFERRED SECURITY AND GUARANTEED TO THE EXTENT
SET FORTH HEREIN BY MBNA CORPORATION)

FOR

6,000,000 SHARES
7.50% CUMULATIVE PREFERRED STOCK, SERIES A

CUSIP 55262L209

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW

YORK CITY TIME, ON WEDNESDAY, MARCH 26, 1997, UNLESS THE OFFER IS EXTENDED.

MBNA Corporation, a Maryland corporation ("MBNA"), and MBNA Capital C, a
Delaware statutory business trust (the "Trust"), hereby offer, upon the terms
and subject to the conditions set forth in this Prospectus and the accompanying
Letter of Transmittal, to exchange 8.25% Trust Originated Preferred Securities,
Series C, representing undivided beneficial ownership interests in the assets of
the Trust (the "Preferred Securities"), for any and all shares of MBNA's 7.50%
Cumulative Preferred Stock, Series A, $0.01 par value (the "Series A Preferred
Stock"), not owned by MBNA (this Prospectus together with the Letter of
Transmittal for the Series A Preferred Stock constitute the "Offer"). Exchanges
will be made on the basis of one Preferred Security for each share of Series A
Preferred Stock, in each case validly tendered and accepted for exchange in the
Offer. As of the date of this Prospectus, there are 6,000,000 shares of Series A
Preferred Stock outstanding and not owned by MBNA.

Concurrently with the issuance of Preferred Securities in exchange for
Series A Preferred Stock validly tendered in the Offer, MBNA will deposit in the
Trust as trust assets its 8.25% Junior Subordinated Deferrable Interest
Debentures, Series C, due 2027 (the "Junior Subordinated Debentures"), having an
aggregate principal amount equal to the aggregate stated liquidation amount of
the Preferred Securities and the proceeds received upon issuance of the common
securities to be issued by the Trust. The Junior Subordinated Debentures will
mature on April 15, 2027, which may be (i) shortened to a date not earlier than
January 15, 2002 or (ii) extended to a date not later than April 15, 2046 (such
date, as so shortened or extended, the "Stated Maturity"), in each case subject
to satisfying certain conditions, including, in the event of a shortening of the
maturity date, the prior approval of the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board"), if such approval is then required
under applicable capital guidelines or policies.

SEE "RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFER" STARTING
ON PAGE 18 FOR A DISCUSSION OF CERTAIN FACTORS RELATING TO THE PREFERRED
SECURITIES THAT SHOULD BE CONSIDERED BY INVESTORS INCLUDING THE PERIOD AND
CIRCUMSTANCES DURING AND UNDER WHICH PAYMENTS OF DISTRIBUTIONS ON THE PREFERRED
SECURITIES MAY BE DEFERRED AND THE RELATED FEDERAL INCOME TAX CONSEQUENCES.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

MERRILL LYNCH & CO. HAS BEEN RETAINED AS DEALER MANAGER TO SOLICIT
EXCHANGES OF SERIES A PREFERRED STOCK FOR PREFERRED SECURITIES. SEE "EXCHANGE
AGENT AND INFORMATION AGENT-DEALER MANAGER; SOLICITING DEALERS." THE BANK OF NEW
YORK HAS BEEN RETAINED AS EXCHANGE AGENT (THE " EXCHANGE AGENT") IN CONNECTION
WITH THE OFFER. MORROW & CO., INC. HAS BEEN RETAINED TO ACT AS INFORMATION AGENT
TO ASSIST IN CONNECTION WITH THE OFFER.

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

The Dealer Manager for the Offer is:

MERRILL LYNCH & CO.

The date of this Prospectus is February 27, 1997.

(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 3

NONE OF MBNA, THE BOARD OF DIRECTORS OF MBNA, THE TRUSTEES NOR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS (AS DEFINED HEREIN) OF SERIES A PREFERRED
STOCK AS TO WHETHER TO EXCHANGE OR REFRAIN FROM EXCHANGING THEIR SERIES A
PREFERRED STOCK IN THE OFFER. HOLDERS OF SERIES A PREFERRED STOCK ARE URGED TO
CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS OF SERIES A PREFERRED STOCK
MUST SUBMIT A LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER PROCEDURES FOR
TENDERING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE LETTER
OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE (AS DEFINED HEREIN). SEE "THE
OFFER -- PROCEDURES FOR TENDERING."

For a description of the other terms of the Offer, see "The Offer -- Terms
of The Offer," "-- Expiration Date; Extensions; Amendments; Termination," and
"-- Withdrawal of Tenders." Application will be made to list the Preferred
Securities on the New York Stock Exchange, Inc. (the "NYSE"). In order to
satisfy the NYSE listing requirements, acceptance of Series A Preferred Stock
validly tendered in the Offer is subject to the condition that as of the
Expiration Date there be at least 400 record or beneficial holders of at least
1,000,000 Preferred Securities to be issued in exchange for such Series A
Preferred Stock (the "Minimum Distribution Condition"), which condition may not
be waived. See "The Offer -- Expiration Date; Extensions; Amendments;
Termination" and " -- Conditions to the Offer."

The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, not accept for exchange the Series A
Preferred Stock and promptly return the Series A Preferred Stock upon the
failure of any condition specified above or in "The Offer -- Conditions to the
Offer," (ii) waive any condition to the Offer (other than the Minimum
Distribution Condition) and accept all Series A Preferred Stock previously
tendered pursuant to the Offer, (iii) extend the Expiration Date of the Offer
and retain all Series A Preferred Stock tendered pursuant to the Offer until the
Expiration Date (as defined herein), subject, however, to all withdrawal rights
of holders, see "The Offer -- Withdrawal of Tenders," (iv) amend the terms of
the Offer, (v) modify the form of the consideration to be paid pursuant to the
Offer or (vi) not accept for exchange the Series A Preferred Stock at any time
on or prior to the Expiration Date, for any reason, including, without
limitation, if fewer than 100,000 shares of Series A Preferred Stock would
remain outstanding upon acceptance of those tendered (which condition may be
waived by the Trust). Any amendment applicable to the Offer will apply to all
Series A Preferred Stock tendered pursuant to the Offer. The minimum period
during which the Offer must remain open following material changes in the terms
of the Offer or the information concerning the Offer, other than a change in the
percentage of securities sought or the price, depends upon the facts and
circumstances, including the relative materiality of such terms or information.
See "The Offer -- Expiration Date; Extensions; Amendments; Termination."

MBNA will own directly or indirectly all of the securities representing the
undivided beneficial ownership interests in the assets of the Trust represented
by the common securities issued by the Trust (the "Common Securities" and,
together with the Preferred Securities, the "Trust Securities"). The Trust
exists for the sole purpose of (i) issuing (a) the Preferred Securities in
exchange for the Series A Preferred Stock validly tendered in the Offer and
delivering the Series A Preferred Stock to MBNA in consideration for the deposit
by MBNA in the Trust as trust assets of Junior Subordinated Debentures having an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of the Preferred Securities and (b) the Common Securities to MBNA in
exchange for cash and investing the proceeds thereof in an equal aggregate
principal amount of the Junior Subordinated Debentures and (ii) engaging in only
those other activities as are necessary or incidental thereto. The Preferred
Securities and the Common Securities will rank pari passu with each other and
will have equivalent terms, except that the holders of the Common Securities
will have the exclusive right to appoint, replace or remove the Administrative
Trustees (as defined herein) and, if a Debenture Event of Default (as defined
herein) occurs and is continuing, (i) the holders of Preferred Securities will
have a priority over holders of the Common Securities with respect to payments
in respect of distributions and payments upon liquidation, redemption or
otherwise and (ii) the holders of a majority in

i
<PAGE> 4

Liquidation Amount (as defined herein) of the Preferred Securities shall have
the right (subject to the terms of the Trust Agreement (as defined herein)) to
appoint, replace or remove the Property Trustee (as defined herein) and the
Delaware Trustee (as defined herein). See "Prospectus Summary -- Description of
the Preferred Securities" and "-- Description of the Junior Subordinated
Debentures."

Holders of the Preferred Securities will be entitled to receive cumulative
cash distributions accruing from the first day following the Expiration Date
(the "Accrual Date") and payable quarterly in arrears on the 15th day of
January, April, July and October of each year, commencing April 15, 1997, at the
annual rate of 8.25% of the Liquidation Amount of $25 per Preferred Security
("Distributions"). In addition, on April 15, 1997 MBNA will make a cash payment
to each holder of shares of Series A Preferred Stock accepted for exchange in an
amount equal to all of the accumulated and unpaid dividends on such shares of
Series A Preferred Stock as of the Expiration Date (the "MBNA Cash Payment
Amount"), except that if the Expiration Date is extended so that it occurs after
the record date for the payment of dividends on the Series A Preferred Stock and
prior to April 15, 1997, then MBNA will not pay the MBNA Cash Payment Amount,
but instead on April 15, 1997 will pay full quarterly dividends on the Series A
Preferred Stock accepted for exchange to the registered holder thereof on such
record date. See "The Offer -- Terms of the Offer." Subject to certain
exceptions, as described herein, MBNA has the right to defer payment of interest
on the Junior Subordinated Debentures at any time or from time to time for a
period not exceeding 20 consecutive quarterly periods with respect to each
deferral period (each, an "Extension Period"), provided that no Extension Period
may extend beyond the Stated Maturity of the Junior Subordinated Debentures.
Upon the termination of any such Extension Period and the payment of all
interest then accrued and unpaid (together with interest thereon at the rate of
8.25%, compounded quarterly, to the extent permitted by applicable law), MBNA
may elect to begin a new Extension Period subject to the requirements set forth
herein. If interest payments on the Junior Subordinated Debentures are so
deferred, Distributions on the Preferred Securities will also be deferred and
MBNA will not be permitted, subject to certain exceptions described herein, to
declare or pay any cash distributions with respect to MBNA's capital stock or
debt securities that rank pari passu with or junior to the Junior Subordinated
Debentures. During an Extension Period, interest on the Junior Subordinated
Debentures will continue to accrue (and the amount of Distributions to which
holders of the Preferred Securities are entitled will accumulate) at the rate of
8.25% per annum, compounded quarterly, to the extent permitted by applicable
law, from the relevant payment date for such interest, and holders of Preferred
Securities will be required to accrue the stated interest on the Junior
Subordinated Debentures (in the form of original issue discount ("OID")) for
United States federal income tax purposes and, consequently, will be required to
include such OID in gross income for such purposes in advance of the receipt of
cash attributable to such income. See "Description of the Junior Subordinated
Debentures -- Option to Defer Interest Payments" and "Certain United States
Federal Income Tax Consequences -- Interest Income and Original Issue Discount."

The Junior Subordinated Debentures are unsecured and subordinated to all
Senior Debt (as defined herein), which aggregated approximately $1.0 billion at
December 31, 1996. Substantially all of MBNA's existing indebtedness constitutes
Senior Debt, other than MBNA's 8.278% Junior Subordinated Debentures, Series A,
due December 1, 2026 (the "Series A Debentures"), its Floating Rate Junior
Subordinated Debentures, Series B, due February 1, 2027 (the "Series B
Debentures") and its guarantees of the 8.278% Capital Securities, Series A (the
"Series A Capital Securities"), and the Floating Rate Capital Securities, Series
B (the "Series B Capital Securities") issued by subsidiary trusts, all of which
are pari passu in right of payment with the Junior Subordinated Debentures.
Because MBNA is a holding company, the right of MBNA to participate in any
distribution of assets of any subsidiary, including MBNA America Bank, National
Association, upon such subsidiary's liquidation or reorganization or otherwise,
is subject to the prior claims of creditors of that subsidiary, including
depositors, except to the extent that MBNA may itself be recognized as a
creditor of that subsidiary. Accordingly, the Junior Subordinated Debentures
(and therefore the Preferred Securities) will be effectively subordinated to all
existing and future liabilities of MBNA's subsidiaries, and holders thereof
should only look to the assets of MBNA for payments on the Junior Subordinated
Debentures. See "Description of the Junior Subordinated
Debentures -- Subordination."

MBNA has, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures and the Indenture (each as defined herein) taken
together, fully, irrevocably and unconditionally guaranteed all of the

ii
<PAGE> 5

Trust's obligations under the Preferred Securities. See "Relationship Between
the Preferred Securities, the Junior Subordinated Debentures and the
Guarantee -- Full and Unconditional Guarantee." Payments of Distributions and
payments on liquidation of the Trust or redemption of the Preferred Securities,
but only in each case to the extent of funds held by the Trust, are irrevocably
guaranteed by MBNA (the "Guarantee") as and to the extent set forth under
"Description of Guarantee." If MBNA does not make interest payments on the
Junior Subordinated Debentures held by the Trust, the Trust will have
insufficient funds to pay Distributions on the Preferred Securities. The
Guarantee does not cover payment of Distributions when the Trust has
insufficient funds to pay such Distributions. In such event, a holder of
Preferred Securities may institute a legal proceeding directly against MBNA
pursuant to the terms of the Indenture to enforce payment of amounts equal to
such Distributions to such holder. See "Description of the Junior Subordinated
Debentures -- Enforcement of Certain Rights By Holders of Preferred Securities."
The obligations of MBNA under the Guarantee and the Indenture are subordinate
and junior in right of payment to all Senior Debt of MBNA.

The Preferred Securities are subject to mandatory redemption, in whole or
in part, upon repayment of Junior Subordinated Debentures at their Stated
Maturity or their earlier redemption. Subject to MBNA having received prior
approval of the Board of Governors of the Federal Reserve System (the "Federal
Reserve") to do so, if then required under applicable capital guidelines or
policies, the Junior Subordinated Debentures are redeemable prior to their
Stated Maturity at the option of MBNA (i) on or after January 15, 2002, in whole
at any time or in part from time to time at a redemption price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest through the
redemption date (the "Optional Prepayment Price"), or (ii) prior to January 15,
2002, in whole (but not in part), within 90 days following the occurrence of a
Special Event (as defined herein) at a redemption price equal to 106.0% of the
principal amount thereof from the Accrual Date through January 14, 1998,
declining ratably on each January 15th thereafter to 100% on or after, January
15, 2001, plus in any case, accrued and unpaid interest thereon to the
redemption date (the "Special Event Prepayment Price," and, together with the
Optional Prepayment Price, the "Redemption Price"). If MBNA redeems the Junior
Subordinated Debentures, the Trust must redeem a Like Amount (as defined herein)
of Trust Securities having an aggregate Liquidation Amount equal to the
aggregate principal amount of the Junior Subordinated Debentures so redeemed at
a redemption price equal to (i) the Optional Prepayment Price if redeemed on or
after January 15, 2002 or (ii) the Special Event Prepayment Price if redeemed
prior to January 15, 2002, upon the occurrence of a Special Event. See "Risk
Factors and Special Considerations Relating to the Offer," "Description of the
Preferred Securities -- Redemption or Exchange." Shares of Series A Preferred
Stock which remain outstanding after the Expiration Date will be redeemable at
the option of MBNA on or after January 15, 2001 at a redemption price equal to
$25 per share of Series A Preferred Stock to be redeemed, plus accrued and
unpaid dividends to the date fixed for redemption.

MBNA will have the right at any time to terminate the Trust, subject to
MBNA having received prior approval of the Federal Reserve to do so if then
required under applicable capital guidelines or policies. MBNA has no present
intention to take such action, principally because the Junior Subordinated
Debentures, unlike the Preferred Securities, would not be considered "Tier 1
Capital" for purposes of the Federal Reserve Board's capital guidelines for bank
holding companies. See "Description of the Preferred Securities -- Liquidation
Distribution Upon Termination." In the event of the termination of the Trust,
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, the holders of the Preferred Securities will be entitled to
receive a Liquidation Amount of $25 per Preferred Security plus accumulated and
unpaid Distributions thereon to the date of payment, which may be in the form of
a distribution of such amount in Junior Subordinated Debentures in exchange
therefor, subject to certain exceptions. See "Description of the Preferred
Securities -- Liquidation Distribution Upon Termination."

Application will be made to list the Preferred Securities on the NYSE under
the symbol "KRB.PF.C". If Junior Subordinated Debentures are distributed to the
holders of Preferred Securities in exchange therefor upon the liquidation of the
Trust, MBNA will use its best efforts to list the Junior Subordinated Debentures
on the NYSE or such other stock exchanges or automated quotation systems, if
any, on which the Preferred Securities are then listed or traded.

iii
<PAGE> 6

The shares of Series A Preferred Stock are listed and principally traded on
the NYSE under the symbol "KRB.PF.A". On February 4, 1997, the last full day of
trading prior to the filing of the Registration Statement on Form S-4, of which
this Prospectus forms a part, the closing sales price of the Series A Preferred
Stock on the NYSE was $26.25 per share. The closing sales price of the Series A
Preferred Stock on the NYSE on February 24, 1997 was $26.70 per share. HOLDERS
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SERIES A PREFERRED STOCK.
To the extent that shares of Series A Preferred Stock are tendered and accepted
in the Offer, the terms on which untendered Series A Preferred Stock could
subsequently be sold may be adversely affected. To the extent that the aggregate
number of shares of Series A Preferred Stock tendered and accepted in the Offer
results in (i) the aggregate value of publicly-held shares to be less than $2
million and (ii) the number of outstanding shares of Series A Preferred Stock to
be less than 100,000, MBNA would be required to delist the Series A Preferred
Stock from the NYSE pursuant to NYSE rules and regulations, and the trading
market for untendered Series A Preferred Stock could be adversely affected. In
addition, following the Expiration Date, and in accordance with and subject to
applicable law, MBNA may from time to time acquire Series A Preferred Stock in
the open market, by tender offer, subsequent exchange offer or otherwise. MBNA's
decision to make such acquisitions is dependent on many factors, including
market conditions in effect at the time of any contemplated acquisition.
Accordingly, MBNA cannot predict whether and to what extent it will acquire any
additional Series A Preferred Stock and the consideration to be paid therefor.
See "Listing and Trading of Preferred Securities and Series A Preferred Stock."

MBNA will pay to Soliciting Dealers (as defined herein) designated by the
record or beneficial owner, as appropriate, of Series A Preferred Stock a
solicitation fee of $0.50 per Preferred Share ($0.25 per Preferred Share with
respect to the solicitation of beneficial holders of 10,000 or more shares)
validly tendered and accepted for exchange pursuant to the Offer, subject to
certain conditions. Soliciting Dealers are not entitled to a solicitation fee
for Series A Preferred Stock beneficially owned by such Soliciting Dealer. See
"Exchange Agent and Information Agent -- Dealer Manager; Soliciting Dealers."

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY MBNA, THE TRUST, THE TRUSTEES OR THE
DEALER MANAGER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY EXCHANGE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF MBNA OR THE TRUST SINCE THE RESPECTIVE DATES AS
OF WHICH INFORMATION IS GIVEN HEREIN. THE OFFER IS NOT BEING MADE TO (NOR WILL
TENDERS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SERIES A PREFERRED STOCK IN
ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, MBNA AND
THE TRUST MAY, AT THEIR DISCRETION, TAKE SUCH ACTION AS THEY MAY DEEM NECESSARY
TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF
SERIES A PREFERRED STOCK IN SUCH JURISDICTION. IN ANY JURISDICTION THE
SECURITIES LAWS OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER IS BEING MADE ON BEHALF OF THE TRUST BY THE
DEALER MANAGER OR ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.

iv
<PAGE> 7

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... 1
Incorporation of Certain Documents by
Reference............................. 2
Prospectus Summary...................... 3
Risk Factors and Special Considerations
Relating to the Offer................. 18
Comparison of Preferred Securities and
Series A Preferred Stock.............. 24
MBNA Corporation........................ 26
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividend
Requirements.......................... 27
Capitalization.......................... 28
Accounting Treatment.................... 28
The Trust............................... 29
The Offer............................... 30
Listing and Trading of Preferred
Securities and Series A Preferred
Stock................................. 39
Transactions and Arrangements Concerning
the Offer............................. 39
Fees and Expenses; Transfer Taxes....... 39
Price Range of Series A Preferred
Stock................................. 40
Description of the Preferred
Securities............................ 40
Description of Guarantee................ 51
Description of the Junior Subordinated
Debentures............................ 53
Relationship among the Preferred
Securities, the Junior Subordinated
Debentures and the Guarantee.......... 60
Description of the Series A Preferred
Stock................................. 62
Certain United States Federal Income Tax
Consequences.......................... 65
ERISA Considerations.................... 72
Validity of Securities.................. 73
Experts................................. 73
</TABLE>

v
<PAGE> 8

AVAILABLE INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by MBNA and the Trust with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in such
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to MBNA, the Trust and such securities. Any statements
contained herein concerning the provisions of any document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission or
incorporated by reference herein are not necessarily complete, and, in each
instance, reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is qualified in
its entirety by such reference.

MBNA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information concerning MBNA can
be inspected and copied at prescribed rates at the Commission's Public Reference
Room, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as the following Regional Offices of the Commission: 7 World Trade Center, 13th
Floor, New York, New York 10048; and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained by
mail from the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. If available, such reports and
other information may also be accessed through the Commission's electronic data
gathering, analysis and retrieval system ("EDGAR") via electronic means,
including the Commission's web site on the Internet (http://www.sec.gov). Such
reports, proxy statements and other information may also be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.

No separate financial statements of the Trust have been included herein.
MBNA does not consider that such financial statements would be material to
holders of the Preferred Securities because (i) all of the voting securities of
the Trust will be owned, directly or indirectly, by MBNA, a reporting company
under the Exchange Act, (ii) the Trust has no independent operations but exists
for the sole purpose of issuing (a) its Preferred Securities in exchange for
Series A Preferred Stock validly tendered in the Offer and delivering such
Series A Preferred Stock to MBNA in consideration of the deposit by MBNA as
trust assets of Junior Subordinated Debentures having an aggregate stated
principal amount equal to the aggregate stated liquidation amount of such
Preferred Securities, and (b) its Common Securities to MBNA in exchange for cash
and investing the proceeds thereof in an equivalent amount of Junior
Subordinated Debentures, and (iii) MBNA's obligations described herein to
provide certain indemnities in respect of, and be responsible for, certain
costs, expenses, debts and liabilities of the Trust under the Indenture and
pursuant to the Trust Agreement, the Guarantee issued by MBNA with respect to
Preferred Securities issued by the Trust, the Junior Subordinated Debentures
purchased by the Trust, and the Indenture, taken together, constitute a full and
unconditional guarantee of payments due on the Preferred Securities. See
"Description of Guarantee" and "Description of the Junior Subordinated
Debentures."

The Trust is not currently subject to the information reporting
requirements of the Exchange Act. The Trust will become subject to such
requirements upon the effectiveness of the Registration Statement, although it
intends to seek and expects to receive exemptions therefrom.

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<PAGE> 9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by MBNA pursuant to
Section 13 of the Exchange Act are incorporated by reference in this Prospectus:

(a) MBNA's Annual Report on Form 10-K for the year ended December 31,
1995 as amended by Form 10-K/A-1 provided, however, that the
information referred to in Item 402(a)(8) of Regulation S-K
promulgated by the Commission shall not be deemed to be
specifically incorporated by reference herein.

(b) MBNA's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996;

(c) MBNA's Current Reports on Form 8-K dated November 26, 1996,
November 30, 1996, December 3, 1996, December 5, 1996, December
31, 1996, January 14, 1997 and January 31, 1997; and

(d) The description of the Series A Preferred Stock contained in a
Registration Statement on Form 8-A dated November 13, 1995, and
any amendment or report filed for the purpose of updating such
description.

Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.

All documents filed by MBNA pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or therein (or in any subsequently filed document
that also is on or is deemed to be incorporated by reference herein or therein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

MBNA will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any or all of the documents referred to above which have been or may
be incorporated by reference herein (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to MBNA Corporation,
Wilmington, Delaware 19884-0781, Attention: Investor Relations (800) 362-6255.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
THE INVESTOR RELATIONS DEPARTMENT, MBNA CORPORATION, WILMINGTON, DELAWARE
19884-0781, ATTENTION: INVESTOR RELATIONS (800) 362-6255. IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY MARCH 19, 1997.

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<PAGE> 10

PROSPECTUS SUMMARY

The following summary does not purport to be complete and is qualified in
its entirety by the detailed information contained elsewhere in, or incorporated
by reference in, this Prospectus.

MBNA CORPORATION

MBNA is a registered bank holding company incorporated under the laws of
Maryland in 1990. It is the parent corporation of MBNA America Bank, National
Association (the "Bank"), a national bank organized in January 1991, as the
successor to a national bank organized in 1982.

As of December 31, 1996, MBNA had consolidated assets of $17.0 billion,
consolidated deposits of $10.2 billion and stockholders' equity of $1.7 billion.
The principal asset of MBNA is its equity interest in the Bank. As of December
31, 1996, the Bank and its subsidiaries constituted approximately 92.7% of the
consolidated assets of MBNA.

Through the Bank, MBNA is one of the world's largest bank credit card
lenders and is the leading issuer of affinity credit cards marketed primarily to
members of associations and customers of financial institutions. In addition to
its credit card lending, MBNA also offers other consumer loans and various
deposit products.

MBNA generates interest and other income through finance charges assessed
on outstanding loan receivables, interchange income, merchant discount fees,
credit card fees, loan servicing fees, processing fees, and interest earned on
investment securities and money market instruments. MBNA's primary costs are the
costs of funding its loan receivables and investment securities, which include
interest paid on deposits, short-term borrowings, and long-term debt and bank
notes; credit losses; royalties paid to affinity groups and financial
institutions; business development and operating expenses; and income taxes.

The principal office of MBNA is located in Wilmington, Delaware 19884, and
its telephone number is (800) 362-6255.

THE TRUST

The Trust is a statutory business trust created under Delaware law pursuant
to the filing of a certificate of trust with the Secretary of State of the State
of Delaware on November 6, 1996 and will be governed by the Trust Agreement
executed by MBNA, as Depository, The Bank of New York, as Property Trustee, The
Bank of New York (Delaware), as Delaware Trustee, and the Administrative
Trustees named therein (the "Trust Agreement"). The Trust's business and affairs
are conducted by the Issuer Trustees: The Bank of New York, as Property Trustee,
and The Bank of New York (Delaware), as Delaware Trustee, and two individual
Administrative Trustees who are employees or officers of or affiliated with
MBNA. The Trust exists for the exclusive purposes of (i) issuing (a) its
Preferred Securities in exchange for Series A Preferred Stock validly tendered
in the Offer and delivering such Series A Preferred Stock to MBNA in
consideration of the deposit by MBNA, as trust assets, of Junior Subordinated
Debentures having an aggregate stated principal amount equal to the aggregate
stated liquidation amount of such Preferred Securities, and (b) its Common
Securities to MBNA in exchange for cash and investing the proceeds thereof in an
equal aggregate principal amount of Junior Subordinated Debentures and (ii)
engaging in only those other activities necessary or incidental thereto (such as
registering the transfer of the Trust Securities). Accordingly, the Junior
Subordinated Debentures will be the sole assets of the Trust, and payments under
the Junior Subordinated Debentures will be the sole revenue of the Trust. All of
the Common Securities will be owned by MBNA. The Common Securities will rank
pari passu, and payments will be made thereon pro rata, with the Preferred
Securities, except that upon the occurrence and continuance of a Debenture Event
of Default, the rights of MBNA as holder of the Common Securities to payment in
respect of Distributions and payments upon liquidation, redemption or otherwise
will be subordinated to the rights of the holders of the Preferred Securities.
See "Description of the Preferred Securities -- Subordination of Common
Securities." MBNA will acquire Common Securities in an aggregate Liquidation
Amount equal to 3% of the total capital of the Trust. The Trust has a term of 55
years,

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<PAGE> 11

but may terminate earlier as provided in the Trust Agreement. The principal
executive office of the Trust is Wilmington, Delaware 19884, and its telephone
number is (800) 362-6255. See "The Trust."

The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are set forth in the Trust
Agreement, the Delaware Business Trust Act and the Trust Indenture Act (as
defined herein). See "Description of the Preferred Securities."

CERTAIN POTENTIAL BENEFITS AND RISKS TO INVESTORS

Prospective investors should carefully review the information contained
elsewhere in this Prospectus prior to making a decision regarding the Offer and
should particularly consider the following matters:

POTENTIAL BENEFITS TO EXCHANGING HOLDERS

-- The cash distribution rate on the Preferred Securities will be 75 basis
points greater than the dividend rate on the Series A Preferred Stock.
See "Comparison of Preferred Securities and Series A Preferred Stock."

-- Although the obligations of MBNA under the Junior Subordinated
Debentures are unsecured and will be subordinated and junior in right of
payment to all Senior Debt of MBNA, they will rank pari passu with
MBNA's other general unsecured creditors and will be senior to all
capital stock of MBNA now or hereafter issued by MBNA (including the
Series A Preferred Stock).

-- While no dividends are required to be paid with respect to the Series A
Preferred Stock, interest payments on the Junior Subordinated Debentures
and therefore distributions on the Preferred Securities may not be
deferred for more than 20 consecutive quarterly interest periods.
Moreover, during any such Extension Period, MBNA may not, and may not
permit any subsidiary of MBNA to (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any of MBNA's capital stock, including the
Series A Preferred Stock (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities
of MBNA (including other series of junior subordinated debentures) that
rank pari passu with or junior in interest to the Junior Subordinated
Debentures or (iii) make any guarantee payments with respect to any
guarantee by MBNA of the debt securities of any subsidiary of MBNA if
such guarantee ranks pari passu with or junior in interest to the Junior
Subordinated Debentures, including its guarantees of the Series A
Capital Securities and the Series B Capital Securities (other than (a)
dividends or distributions in capital stock of MBNA, (b) any declaration
of a dividend in connection with the implementation of a stockholders'
rights plan or the redemption or repurchase of any such rights pursuant
thereto, (c) payments under the Guarantee and (d) purchases of common
stock related to the issuance of common stock or rights under any of
MBNA's benefit plans for its directors, officers or employees, related
to the issuance of common stock or rights under a dividend reinvestment
and stock purchase plan, or related to the issuance of common stock (or
securities convertible into or exchangeable for common stock) as
consideration in an acquisition transaction that was entered into prior
to the commencement of such Extension Period). MBNA has no present
intention of exercising its right to defer payments of interest on the
Junior Subordinated Debentures. However, should MBNA determine to
exercise such right in the future, the market price of the Preferred
Securities is likely to be affected. See "Description of the Preferred
Securities." Dividends on the Series A Preferred Stock accrue whether or
not such dividends are declared. See "Description of the Series A
Preferred Stock -- Dividends."

-- The Series A Preferred Stock is redeemable at the option of MBNA on or
after January 15, 2001 at a redemption price equal to $25 per share of
Series A Preferred Stock, plus accrued and unpaid dividends to the date
fixed for redemption, while the Junior Subordinated Debentures and, as a
result, the Preferred Securities, are redeemable in whole or in part on
or after January 15, 2002 at a redemption price of 100% of principal
amount in the case of the Junior Subordinated Debentures and $25 per
Preferred Security in the case of the Preferred Securities, plus in each
case accrued and

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<PAGE> 12

unpaid distributions to the date fixed for redemption. The Junior
Subordinated Debentures and Preferred Securities will also be redeemable
in whole prior to January 15, 2002 at the Special Event Prepayment Price
in the event of the occurrence of a Special Event. See "Description of
the Preferred Securities -- Redemption or Exchange."

-- The Offer will allow MBNA to achieve certain tax efficiencies because,
in contrast to dividend payments with respect to the Series A Preferred
Stock which are not deductible by MBNA, MBNA will be able to deduct
interest payments on the Junior Subordinated Debentures for United
States federal income tax purposes. Such tax efficiencies may give rise
to an incremental increase in cash flow to MBNA. See "The
Offer -- Reason and Purpose of the Offer."

-- So long as payments of interest and other payments are made when due on
the Junior Subordinated Debentures, such payments will be sufficient to
cover cash distributions and other payments made on the Trust Securities
because (i) the aggregate principal amount of Junior Subordinated
Debentures deposited as trust assets in the Trust will be equal to the
sum of (a) the aggregate stated liquidation amount of the Preferred
Securities issued by the Trust in exchange for the Series A Preferred
Stock accepted in the Offer and (b) the amount of proceeds received by
the Trust from the issuance of the Common Securities to MBNA, which
proceeds will be used by the Trust to purchase an equal principal amount
of Junior Subordinated Debentures, (ii) the interest rate and interest
and other payment dates on the Junior Subordinated Debentures will match
the distribution rate and distribution and other payment dates for the
Trust Securities, (iii) the Indenture provides that MBNA, as issuer of
the Junior Subordinated Debentures, shall pay for all debts and
obligations (other than payments of interest and principal with respect
to the Trust Securities) and all costs and expenses of the Trust, and
(iv) the Trust will have no independent operations and will exist for
the sole purpose of effecting the Offer and issuing the Trust Securities
as described herein and owning and holding the Junior Subordinated
Debentures and the Trust Agreement provides that the Trustees shall not
permit the Trust to, among other things, engage in any activity that is
not consistent with the purposes of the Trust. See "The Trust,"
"Description of the Preferred Securities," "Description of the Junior
Subordinated Debentures" and "Relationship among the Preferred
Securities, the Junior Subordinated Debentures and the Guarantee."

-- If a Debenture Event of Default occurs and is continuing under the
Indenture, then the holders of Preferred Securities would be able to
rely on the enforcement by the Property Trustee of its rights as a
holder of the Junior Subordinated Debentures against MBNA. If a
Debenture Event of Default with respect to the Junior Subordinated
Debentures has occurred and is continuing and such event is attributable
to the failure of MBNA to pay interest, premium (if any) or principal on
such Junior Subordinated Debentures on the date such interest, premium
(if any) or principal is due and payable, a holder of Preferred
Securities may institute a legal proceeding directly against MBNA for
enforcement of payment to such holder of the principal of or interest or
premium (if any) on such Junior Subordinated Debentures having a
principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities of such holder (a "Direct Action"). MBNA may not
amend the Indenture to remove the foregoing right to bring a Direct
Action without the prior written consent of the holders of all of the
Preferred Securities outstanding. If the right to bring a Direct Action
is removed, the Trust may become subject to the reporting obligations
under the Exchange Act. MBNA shall have the right under the Indenture to
set-off any payment made to such holder of Preferred Securities by MBNA
in connection with a Direct Action. The holders of the Preferred
Securities will not be able to exercise directly any remedies other than
those set forth in this paragraph available to the holders of the Junior
Subordinated Debentures. See "Description of the Preferred Securities --
Events of Default; Notice."

POTENTIAL RISKS TO EXCHANGING HOLDERS

-- Participation in the Offer will be a taxable event for holders of Series
A Preferred Stock. See "Risk Factors and Special Considerations Relating
to the Offer -- Exchange of Series A Preferred Stock for

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<PAGE> 13

Preferred Securities is a Taxable Event" and "Certain United States
Federal Income Tax Consequences -- Tax Consequences of the Exchange of
Series A Preferred Stock for Preferred Securities."

-- Unlike dividends paid on Series A Preferred Stock, distributions made on
the Preferred Securities are not eligible for the dividends received
deduction currently available to corporate holders.

-- The obligations of MBNA under the Guarantee issued by MBNA for the
benefit of the holders of Trust Securities are unsecured and subordinate
and junior in right of payment to all Senior Debt of MBNA, and rank pari
passu with MBNA's other general unsecured creditors. In addition,
because MBNA is a holding company, the right of MBNA to participate in
any distribution of the assets of any subsidiary, including the Bank,
upon such subsidiary's liquidation or reorganization or otherwise is
subject to the prior claims of creditors of that subsidiary, including
depositors, except to the extent that MBNA may itself be recognized as a
creditor of that subsidiary. There are various legal limitations on the
extent to which certain of MBNA's subsidiaries may extend credit, pay
dividends or otherwise supply funds to, or engage in transactions with,
MBNA or certain of its other subsidiaries. Accordingly, the Junior
Subordinated Debentures will be effectively subordinated to all existing
and future liabilities of MBNA's subsidiaries, and holders of Junior
Subordinated Debentures should look only to the assets of MBNA for
payments on the Junior Subordinated Debentures. See "MBNA Corporation."
None of the Indenture, the Guarantee or the Trust Agreement places any
limitation on the amount of secured or unsecured debt, including Senior
Debt, that may be incurred by MBNA. See "Description of
Guarantee -- Status of the Guarantee" and "Description of Junior
Subordinated Debentures."

-- If MBNA were to default in its obligation to pay amounts payable on the
Junior Subordinated Debentures, the Trust would lack available funds for
the payment of distributions or amounts payable on redemption of the
Preferred Securities or otherwise. In addition, the interest payment
period on the Junior Subordinated Debentures may be extended from time
to time under certain circumstances by MBNA, in its sole discretion, for
up to 20 consecutive quarters with respect to each extension period,
such period not to extend beyond the Stated Maturity of the Junior
Subordinated Debentures. See "Risk Factors and Special Considerations
Relating to the Offer -- Ranking of Subordinated Obligations Under the
Guarantee and Junior Subordinated Debentures" and " -- Option to Extend
Interest Payment Period."

-- Should MBNA not make interest or other payments on the Junior
Subordinated Debentures for any reason, including as a result of MBNA's
election to defer payments of interest on the Junior Subordinated
Debentures by extending the interest payment period thereon, the Trust
will not make distributions or other payments on the Trust Securities.
In such an event, holders of the Preferred Securities would not be able
to rely on the Guarantee since the Guarantee covers distributions and
other payments on the Preferred Securities only if and to the extent
that MBNA has made a payment to the Trust of interest or principal on
the Junior Subordinated Debentures deposited in the Trust as trust
assets. See "Risk Factors and Special Considerations Relating to the
Offer -- Rights Under the Guarantee."

-- If MBNA elects to defer payments of interest on the Junior Subordinated
Debentures by extending the interest period thereon, distributions on
the Preferred Securities would also be deferred but the Trust would be
required to accrue the stated interest on the Junior Subordinated
Debentures (as OID), which would be taxable to beneficial owners of
Preferred Securities. As a result, during an Extension Period,
beneficial owners of Preferred Securities would include their pro rata
share of such OID in gross income in advance of the receipt of cash
attributable to such income. See "Risk Factors and Special
Considerations Relating to the Offer -- Option to Extend Interest
Payment Period" and "Certain United States Federal Income Tax
Consequences -- Interest Income and Original Issue Discount."

-- Holders of Preferred Securities will have limited voting rights relating
only to the modification of the Preferred Securities and the Guarantee
and the exercise of the Trust's rights as a holder of Junior
Subordinated Debentures and the Guarantee and will not be able under any
circumstances to elect

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<PAGE> 14

directors to the Board of Directors of MBNA (the "MBNA Board"). Holders of
Preferred Securities will not be entitled to vote to appoint, remove or replace
the Property Trustee, the Delaware Trustee or any Administrative Trustee, and
such voting rights are vested exclusively in the holder of the Common
Securities except, with respect to the Property Trustee and the Delaware
Trustee, upon the occurrence of certain events described herein. See
"Risk Factors and Special Considerations Relating to the Offer -- Limited
Voting Rights" and "Description of the Preferred Securities -- Voting
Rights; Amendment of the Trust Agreement." Holders of Series A Preferred
Stock also have limited voting rights. However, with certain exceptions,
in the event that dividends on any or all shares of series of MBNA's
preferred stock, including the Series A Preferred Stock, are in arrears
and unpaid for six quarterly dividend periods, whether or not
consecutive, the MBNA Board would have to be increased by two directors
and the holders of Series A Preferred Stock, together with the holders of
all other series of preferred stock then entitled to vote thereon, would
be entitled to elect two directors of the expanded MBNA Board. See
"Description of the Series A Preferred Stock -- Voting Rights."

-- The Series A Preferred Stock is not redeemable prior to January 15,
2001. The Junior Subordinated Debentures and Preferred Securities will
be redeemable in whole prior to January 15, 2002 at the Special Event
Prepayment Price in the event of the occurrence of a Special Event. See
"Description of the Preferred Securities -- Redemption or Exchange" and
"Risk Factors and Special Considerations Relating to the
Offer -- Special Event -- Redemption."

-- MBNA also will have the right at any time to shorten the maturity of the
Junior Subordinated Debentures to a date not earlier than January 15,
2002. The exercise of such right is subject to the prior approval of the
Federal Reserve Board, if such approval is then required under
applicable law, rules, guidelines or policies. MBNA also will have the
right to extend the maturity of the Junior Subordinated Debentures to a
date no later than April 15, 2046, so long as at the time such election
is made and at the time such extension commences (i) MBNA is not in
bankruptcy, otherwise insolvent or in liquidation, (ii) MBNA is not in
default in the payment of any interest or principal on the Junior
Subordinated Debentures, (iii) the Trust is not in arrears on payments
of distributions on the Preferred Securities and no deferred
distributions on the Preferred Securities are accumulated and (iv) the
Junior Subordinated Debentures, or, if the Preferred Securities are
rated, the Preferred Securities, are rated at least BBB- by Standard &
Poor's Rating Services, at least Baa3 by Moody's Investors Service, Inc.
or at least the equivalent by any other nationally recognized
statistical rating organization. In the event that MBNA elects to
shorten or extend the maturity date of the Junior Subordinated
Debentures, it shall give notice to the Debenture Trustee, and the
Debenture Trustee shall give notice of such shortening or extension to
the holders of the Junior Subordinated Debentures no more than 90 and no
less than 30 days prior to the effectiveness thereof.

-- While application will be made to list the Preferred Securities on the
NYSE, the Preferred Securities are a new issue of securities with no
established trading market. In addition, liquidity of the Preferred
Securities will be affected by the number of shares of Series A
Preferred Stock exchanged in the Offer. See "Risk Factors and Special
Considerations Relating to the Offer -- Lack of Established Trading
Market for Preferred Securities" and " -- Reduced Trading Market for
Series A Preferred Stock."

-- MBNA will have the right at any time to liquidate the Trust and cause
the Junior Subordinated Debentures held by the Trust to be distributed
to the holders of Trust Securities, subject to the prior approval of the
Federal Reserve if then required under applicable guidelines or
policies. While MBNA will use its best efforts in such a situation to
have the Junior Subordinated Debentures listed on the NYSE, there is no
guarantee that such listing will take place or that a market will exist
for the Junior Subordinated Debentures. See "Risk Factors and Special
Considerations Relating to the Offer -- Exchange of Series A Preferred
Stock for Preferred Securities is a Taxable Event."

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<PAGE> 15

POTENTIAL RISKS TO NON-EXCHANGING HOLDERS

-- The liquidity and trading market for untendered shares of Series A
Preferred Stock could be adversely affected to the extent shares of
Series A Preferred Stock are tendered and accepted in the Offer. In
addition, following the Expiration Date, and in accordance with and
subject to applicable law, MBNA may from time to time acquire Series A
Preferred Stock in the open market, by tender offer, subsequent exchange
offer or otherwise. MBNA's decision to make such acquisitions is
dependent on many factors, including market conditions in effect at the
time of any contemplated acquisition. Accordingly, MBNA cannot predict
whether and to what extent it will acquire any additional Series A
Preferred Stock and the consideration to be paid therefor. See "Risk
Factors and Special Considerations Relating to the Offer -- Reduced
Trading Market for Series A Preferred Stock."

-- The Junior Subordinated Debentures and the Guarantee will rank senior in
right of payment to the untendered shares of Series A Preferred Stock.
See "Risk Factors and Special Considerations Relating to the
Offer -- Ranking of Subordinated Obligations Under the Guarantee and
Junior Subordinated Debentures."

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<PAGE> 16

THE OFFER

REASON AND PURPOSE OF THE OFFER

On October 21, 1996, the Federal Reserve Board issued a press release (the
"Federal Reserve Press Release") announcing that certain cumulative preferred
stock instruments, such as the Preferred Securities, could be included as "Tier
1 Capital" for purposes of the Federal Reserve Board's capital guidelines for
bank holding companies ("Tier 1 Capital"), subject to certain limitations. The
potential for such Tier 1 Capital treatment, together with MBNA's ability to
deduct, for income tax purposes, interest payable on the Junior Subordinated
Debentures, could provide MBNA with greater financial flexibility and more
cost-effective regulatory capital.

TERMS OF THE OFFER

Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, the Trust hereby offers to exchange Preferred Securities
for any and all of the Series A Preferred Stock not owned by MBNA. Exchanges
will be made on the basis of one Preferred Security for each share of Series A
Preferred Stock validly tendered and accepted for exchange in the Offer. In
addition, in the event the record date for the next scheduled dividend payment
on the Series A Preferred Stock is after the Expiration Date, MBNA will pay the
MBNA Cash Payment Amount on such next scheduled dividend payment date to each
holder of Series A Preferred Stock whose shares are validly tendered and
accepted for exchange in the Offer. See "The Offer -- Terms of the Offer."

EXPIRATION DATE; WITHDRAWALS

Upon the terms and conditions of the Offer, the Trust will accept for
exchange any and all shares of Series A Preferred Stock validly tendered and not
withdrawn prior to 12:00 Midnight, New York City time, on Wednesday, March 26,
1997, or if the Offer is extended by the Trust, in its sole discretion, the
latest date and time to which the Offer has been extended (the "Expiration
Date"). Tenders of Series A Preferred Stock pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless accepted for
exchange by the Trust, may be withdrawn at any time after 40 Business Days (as
defined herein) after the date of this Prospectus. A "Business Day" shall mean
any day other than Saturday, Sunday or any other day on which banking
institutions in New York City (in the State of New York) or in Wilmington (in
the State of Delaware) are permitted or required by any applicable law to close.
See "The Offer -- Expiration Date; Extensions; Amendments; Termination" and
"-- Withdrawal of Tenders." Tenders must be made to the Exchange Agent in order
to be valid.

CONDITIONS TO THE OFFER; EXTENSIONS; AMENDMENT; TERMINATION

Consummation of the Offer is conditioned on, among other things, tenders by
a sufficient number of holders of Series A Preferred Stock to meet the Minimum
Distribution Condition, which condition may not be waived. See "The
Offer -- Conditions to the Offer" and "-- Expiration Date; Extensions;
Amendments; Termination."

The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Series A Preferred Stock and promptly return the Series A Preferred Stock, upon
the failure of any condition specified above or under "The Offer -- Conditions
to the Offer," (ii) waive any condition to the Offer (other than the Minimum
Distribution Condition) and accept all Series A Preferred Stock previously
tendered pursuant to the Offer, (iii) extend the Expiration Date of the Offer
and retain all Series A Preferred Stock, tendered pursuant to the Offer under
the Expiration Date, subject, however, to all withdrawal rights of holders, see
"The Offer -- Withdrawal of Tenders," (iv) amend the terms of the Offer, (v)
modify the form of the consideration to be paid pursuant to the Offer, or (vi)
not accept for exchange the Series A Preferred Stock at any time on or prior to
the Expiration Date, for any reason, including, without limitation, if fewer
than 100,000 shares of Series A Preferred Stock would remain outstanding upon
acceptance of those tendered (which conditions may be waived by the Trust). Any

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<PAGE> 17

amendment applicable to the Offer will apply to all Series A Preferred Stock
tendered pursuant to the Offer. The minimum period during which the Offer must
remain open following material changes in the terms of the Offer or the
information concerning the Offer, other than a change in the percentage of
securities sought or the price, depends upon the facts and circumstances,
including the relative materiality of such terms or information. See "The
Offer -- Conditions to the Offer" and "-- Expiration Date; Extensions;
Amendments; Termination."

PROCEDURES FOR TENDERING

Each Holder of Series A Preferred Stock wishing to participate in the Offer
must (i) properly complete and sign the Letter of Transmittal (or where
appropriate, an Agent's Message (as defined herein) or a facsimile thereof (all
references in this Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) in accordance with the instructions contained
herein and in the Letter of Transmittal, together with any required signature
guarantees, and deliver the same to The Bank of New York, as Exchange Agent, at
one of its addresses set forth on the back cover page hereof, prior to the
Expiration Date and either (a) certificates for the Series A Preferred Stock
must be received by the Exchange Agent at such address or (b) such Series A
Preferred Stock must be transferred pursuant to the procedures for book-entry
transfer described herein and a confirmation of such book-entry transfer must be
received by the Exchange Agent, in each case prior to the Expiration Date, or
(ii) comply with the guaranteed delivery procedures described herein. See "The
Offer -- Procedures for Tendering."

IN ORDER TO PARTICIPATE IN THE OFFER, HOLDERS OF SERIES A PREFERRED STOCK
MUST SUBMIT THE LETTER OF TRANSMITTAL AND COMPLY WITH THE OTHER PROCEDURES FOR
TENDERING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND IN THE LETTER
OF TRANSMITTAL PRIOR TO THE EXPIRATION DATE.

LETTERS OF TRANSMITTAL, SERIES A PREFERRED STOCK AND ANY OTHER REQUIRED
DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT -- NOT TO MBNA, THE TRUST,
THE DEALER MANAGER OR THE INFORMATION AGENT.

SPECIAL PROCEDURE FOR BENEFICIAL OWNERS.

Any beneficial owner whose shares of Series A Preferred Stock are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender such Series A Preferred Stock should
contact such registered holder promptly and instruct such registered holder to
tender on such beneficial owner's behalf. If such beneficial owner wishes to
tender on its own behalf, such owner must, prior to completing and executing the
Letter of Transmittal and delivering its Series A Preferred Stock, either make
appropriate arrangements to register ownership of the Series A Preferred Stock
in such owner's name or obtain a properly completed stock power from the
registered Holder. The transfer of registered ownership may take considerable
time and may not be able to be completed prior to the Expiration Date. See "The
Offer -- Procedures for Tendering -- Special Procedure for Beneficial Owners."

GUARANTEED DELIVERY PROCEDURES

If a holder desires to accept the Offer and time will not permit the Letter
of Transmittal or Series A Preferred Stock to reach the Exchange Agent before
the Expiration Date or the procedure for book-entry transfer cannot be completed
on a timely basis, a tender may be effected in accordance with the guaranteed
delivery procedures set forth in "The Offer -- Procedures for
Tendering -- Guaranteed Delivery."

ACCEPTANCE OF SHARES

Upon the terms and subject to the conditions of the Offer, including the
Minimum Distribution Condition, the Trust will accept for exchange any and all
shares of Series A Preferred Stock validly tendered and not withdrawn prior to
the Expiration Date. The Trust expressly reserves the right, in its sole
discretion, to delay acceptance for exchange of Series A Preferred Stock
tendered under the Offer and the delivery of the

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<PAGE> 18

Preferred Securities with respect to the Series A Preferred Stock accepted for
exchange (subject to Rules 13e-4 and 14e-1 under the Exchange Act, which require
that MBNA and the Trust consummate the Offer or return the Series A Preferred
Stock deposited by or on behalf of the Holders thereof promptly after the
termination or withdrawal of the Offer), or to amend, withdraw or terminate the
Offer, at any time prior to the Expiration Date for any of the reasons set forth
in "The Offer -- Conditions to the Offer" and "-- Expiration Date; Extensions;
Amendments; Termination."

If the Trust decides, in its sole discretion, to decrease the number of
shares of Series A Preferred Stock sought in the Offer or to increase or
decrease the consideration offered to holders of Series A Preferred Stock, and
if the Offer is scheduled to expire less than ten Business Days from and
including the date that notice of such increase or decrease is first published,
sent or given in the manner specified in "The Offer -- Terms of the Offer" and
"-- Expiration Date; Extensions; Amendments; Termination," then the Offer will
remain open for a minimum of ten Business Days from and including the date of
such notice.

All Series A Preferred Stock not accepted pursuant to the Offer will be
returned to the tendering Holders at the Trust's expense as promptly as
practicable following the Expiration Date.

DELIVERY OF THE PREFERRED SECURITIES

Subject to the terms and conditions of the Offer, the delivery of the
Preferred Securities to be issued pursuant to the Offer will occur as promptly
as practicable following the Expiration Date. See "The Offer -- Terms of the
Offer" and " -- Expiration Date; Extensions; Amendments; Termination."

DESCRIPTION OF THE PREFERRED SECURITIES

The Preferred Securities represent undivided beneficial ownership interests
in the assets of the Trust, and Distributions on each Preferred Security will be
payable at the annual rate of 8.25% of the stated Liquidation Amount of $25
payable quarterly in arrears on the 15th day of January, April, July and October
of each year, to the holders of the Preferred Securities on the relevant record
dates. The record dates for the Preferred Securities will be the last day of the
month prior to the relevant Distribution Payment date. Distributions will
accumulate from the date of original issuance. The first Distribution payment
date for the Preferred Securities will be April 15, 1997. In the event that any
date on which Distributions are payable on the Preferred Securities is not a
Business Day, then payment of the Distributions payable on such date will be
made on the next succeeding day that is a Business Day (and without any
additional Distributions or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date such payment was originally
payable.

So long as no Debenture Event of Default has occurred and is continuing,
MBNA has the right under the Indenture to defer payment of interest on the
Junior Subordinated Debentures at any time or from time to time for a period not
exceeding 20 consecutive quarterly periods with respect to each Extension
Period, provided, that no Extension Period may extend beyond the Stated Maturity
of the Junior Subordinated Debentures. As a consequence of any such deferral of
interest payments by MBNA, quarterly Distributions on the Preferred Securities
by the Trust also will be deferred during any such Extension Period.
Distributions to which holders of the Preferred Securities are entitled will
accumulate additional Distributions thereon at the rate per annum of 8.25%
thereof, compounded quarterly from the relevant payment date for such
Distributions. The term "Distributions" as used herein shall include any such
additional Distributions. During any such Extension Period, MBNA may not, and
may not permit any subsidiary of MBNA to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of MBNA's capital stock, (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of MBNA (including other series of junior subordinated
debentures) that rank pari passu with or junior in interest to the Junior
Subordinated Debentures or (iii) make any guarantee payments with respect to any
guarantee by MBNA of the debt securities of any subsidiary of MBNA if such
guarantee ranks pari passu with or junior in interest to the Junior Subordinated
Debentures, including its guarantees of the Series A Capital Securities and the
Series B Capital Securities (other than

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<PAGE> 19

(a) dividends or distributions in capital stock of MBNA, (b) any declaration of
a dividend in connection with the implementation of a stockholders' rights plan
or the redemption or repurchase of any such rights pursuant thereto, (c)
payments under the Guarantee and (d) purchases of common stock related to the
issuance of common stock or rights under any of MBNA's benefit plans for its
directors, officers or employees, related to the issuance of common stock or
rights under a dividend reinvestment and stock purchase plan, or related to the
issuance of common stock (or securities convertible into or exchangeable for
common stock) as consideration in an acquisition transaction that was entered
into prior to the commencement of such Extension Period). Prior to the
termination of any such Extension Period, MBNA may further defer the payment of
interest on the Junior Subordinated Debentures, provided, that no Extension
Period may exceed 20 consecutive quarterly periods or extend beyond the Stated
Maturity of the Junior Subordinated Debentures. Upon the termination of any such
Extension Period and the payment of all interest then accrued and unpaid
(together with any interest thereon at the rate of 8.25%, compounded quarterly,
to the extent permitted by applicable law), MBNA may elect to begin a new
Extension Period. There is no limitation on the number of times that MBNA may
elect to begin an Extension Period. During an Extension Period, holders of
Preferred Securities will be required to accrue the stated interest on their pro
rata share of the Junior Subordinated Debentures (as OID) for United States
federal income tax purposes and, consequently, will be required to include such
OID in gross income for such purposes in advance of the receipt of cash
attributable to such income. See "Description of the Junior Subordinated
Debentures -- Option to Defer Interest Payments" and "Certain United States
Federal Income Tax Consequences -- Interest Income and Original Issue Discount."

MBNA has no current intention of exercising its right to defer payments of
interest by extending the interest payment period on the Junior Subordinated
Debentures.

Upon the repayment or redemption, in whole or in part, of the Junior
Subordinated Debentures, whether at Stated Maturity or upon earlier redemption
as provided in the Indenture, the proceeds from such repayment or redemption
shall be applied by the Property Trustee to redeem a Like Amount of the Trust
Securities, upon not less than 30 nor more than 60 days' notice prior to the
date fixed for redemption having an aggregate Liquidation Amount equal to the
aggregate principal amount of the Junior Subordinated Debentures so repaid or
redeemed at the applicable Redemption Price. See "Description of the Junior
Subordinated Debentures -- Optional Redemption." If less than all of the Junior
Subordinated Debentures are to be repaid or redeemed on a Redemption Date, then
the proceeds from such repayment or redemption shall be allocated to the
redemption pro rata of the Preferred Securities and the Common Securities.

MBNA has the right, subject to the prior approval of the Federal Reserve if
then required under applicable guidelines or policies to redeem the Junior
Subordinated Debentures (i) on or after January 15, 2002, in whole at any time
or in part from time to time, or (ii) prior to January 15, 2002, in whole (but
not in part) within 90 days following the occurrence of a Special Event. A
redemption of the Junior Subordinated Debentures would cause a mandatory
redemption of Preferred Securities and Common Securities.

The Redemption Price with respect to the Junior Subordinated Debentures
shall be equal to (i) the Optional Prepayment Price if redeemed on or after
January 15, 2002 or (ii) the Special Event Prepayment Price if redeemed prior to
January 15, 2002, upon the occurrence of a Special Event.

A "Special Event" means a Tax Event or a "Capital Treatment Event" (each as
defined herein), as the case may be.

A "Tax Event" means the receipt by the Trust or MBNA of an opinion of
counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced proposed change) in, the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective, or
which proposed change, pronouncement or decision is announced, on or after the
date of issuance of the Preferred Securities under the Trust Agreement, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Junior Subordinated Debentures,
(ii) interest payable by MBNA on the Junior Subordinated Debentures is not, or
within 90 days of the date of such opinion, will not be, deductible by

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<PAGE> 20

MBNA, in whole or in part, for United States federal income tax purposes or
(iii) the Trust is, or will be within 90 days of the date of the opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

A "Capital Treatment Event" means the reasonable determination by MBNA
that, as a result of any amendment to, or change (including any proposed change)
in, the laws (or any regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective, or
which proposed change, pronouncement, action or decision is announced, on or
after the date of issuance of the Preferred Securities under the Trust
Agreement, there is more than an insubstantial risk that MBNA will not be
entitled to treat an amount equal to the Liquidation Amount of the Preferred
Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to MBNA.

MBNA will have the right at any time to terminate the Trust and, after
satisfaction of the liabilities to creditors of the Trust as required by
applicable law, cause the Junior Subordinated Debentures to be distributed to
the holders of the Preferred Securities in exchange therefor upon liquidation of
the Trust. Such right is subject to MBNA having received prior approval of the
Federal Reserve if then required under applicable capital guidelines or
policies. Notice of such liquidation will be mailed to holders of the Preferred
Securities not later than 30 days nor more than 60 days prior to such event.

Under current United States federal income tax law and interpretations and
assuming, as expected, the Trust is treated as a grantor trust, a distribution
of Junior Subordinated Debentures in exchange for the Preferred Securities would
not be a taxable event to holders of the Preferred Securities. Should there be a
change in law, a change in legal interpretation, a Tax Event or other
circumstances, however, the distribution could be a taxable event to holders of
the Preferred Securities. See "Certain United States Federal Income Tax
Consequences -- Distribution of Junior Subordinated Debentures to Holders of
Preferred Securities." If MBNA elects neither to redeem the Junior Subordinated
Debentures prior to maturity nor to liquidate the Trust and distribute the
Junior Subordinated Debentures to holders of the Preferred Securities in
exchange therefor, the Preferred Securities will remain outstanding until the
Stated Maturity of the Junior Subordinated Debentures.

The amount payable on the Preferred Securities in the event of any
liquidation of the Trust is $25 per Preferred Securities plus accumulated and
unpaid Distributions, which amount may be paid in the form of a distribution of
a Like Amount in Junior Subordinated Debentures, subject to certain exceptions.
See "Description of the Preferred Securities -- Liquidation Distribution Upon
Termination."

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

Concurrently with the issuance of its Preferred Securities in exchange for
Series A Preferred Stock accepted in the Offer and the delivery of such Series A
Preferred Stock to MBNA in consideration of the deposit by MBNA as trust assets
of its Junior Subordinated Debentures having an aggregate stated principal
amount equal to the aggregate stated liquidation amount of such Preferred
Securities, the Trust will issue its Common Securities to MBNA in exchange for
cash and invest the proceeds thereof in an equal aggregate principal amount of
Junior Subordinated Debentures. The Junior Subordinated Debentures will bear
interest at the annual rate of 8.25% of the principal amount thereof, payable
quarterly in arrears on the 15th day of January, April, July and October of each
year (each, an "Interest Payment Date"), commencing April 15, 1997, to the
person in whose name each Junior Subordinated Debenture is registered on the
last day of the month prior to an Interest Payment Date. It is anticipated that,
until the liquidation, if any, of the Trust, each Junior Subordinated Debenture
will be held by the Property Trustee in trust for the benefit of the holders of
the Trust Securities. The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on the Junior Subordinated Debentures
is not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, such payment

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<PAGE> 21

shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date such payment was originally
payable. Accrued interest that is not paid on the applicable Interest Payment
Date will bear additional interest on the amount thereof (to the extent
permitted by law) at the rate per annum of 8.25% thereof, compounded quarterly
from the relevant Interest Payment Date. The term "interest" as used herein
shall include quarterly interest payments and interest on quarterly interest
payments not paid on the applicable Interest Payment Date, as applicable.

The Junior Subordinated Debentures will be issued as a series of junior
subordinated deferrable interest debentures under the Indenture.

The Junior Subordinated Debentures will mature on April 15, 2027, which
date may be shortened to a date not earlier than January 15, 2002 or extended to
a date not later than April 15, 2046 as provided herein.

So long as no event of default under the Indenture has occurred and is
continuing, MBNA has the right under the Indenture at any time or from time to
time during the term of the Junior Subordinated Debentures to defer payment of
interest on the Junior Subordinated Debentures for a period not exceeding 20
consecutive quarterly periods with respect to each Extension Period, provided,
that no Extension Period may extend beyond the Stated Maturity of the Junior
Subordinated Debentures. At the end of such Extension Period, MBNA must pay all
interest then accrued and unpaid on the Junior Subordinated Debentures (together
with interest on such unpaid interest at the annual rate of 8.25%, compounded
quarterly from the relevant Interest Payment Date, to the extent permitted by
applicable law). During an Extension Period, interest will accrue and holders of
Junior Subordinated Debentures (or holders of Preferred Securities while such
series is outstanding) will be required to accrue the stated interest on the
Junior Subordinated Debentures (as OID) for United States federal income tax
purposes and, consequently, such holders will be required to include such OID in
gross income for such purposes in advance of the receipt of cash attributable to
such income. See "Certain United States Federal Income Tax
Consequences -- Interest Income and Original Issue Discount."

During any such Extension Period, MBNA may not, and may not permit any
subsidiary of MBNA to, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
MBNA's capital stock, (ii) make any payment of principal, interest or premium,
if any, on or repay, repurchase redeem any debt securities of MBNA (including
other series of junior subordinated debentures) that rank pari passu with or
junior in interest to the Junior Subordinated Debentures or (iii) make any
guarantee payments with respect to any guarantee by MBNA of the debt securities
of any subsidiary of MBNA if such guarantee ranks pari passu with or junior in
interest to the Junior Subordinated Debentures, including its guarantees of the
Series A Capital Securities and the Series B Capital Securities (other than (a)
dividends or distributions in capital stock of MBNA, (b) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the redemption or repurchase of any such rights pursuant thereto, (c)
payments under the Guarantee, and (d) purchases of common stock related to the
issuance of common stock or rights under any of MBNA's benefit plans for its
directors, officers or employees, related to the issuance of common stock or
rights under a dividend reinvestment and stock purchase plan, or related to the
issuance of common stock (or securities convertible into or exchangeable for
common stock) as consideration in an acquisition transaction that was entered
into prior to the commencement of such Extension Period). Prior to the
termination of any such Extension Period, MBNA may further defer the payment of
interest on the Junior Subordinated Debentures, provided, that no Extension
Period may exceed 20 consecutive quarterly periods or extend beyond the Stated
Maturity of the Junior Subordinated Debentures. Upon the termination of any such
Extension Period and the payment of all interest then accrued and unpaid
(together with interest thereon at the rate of 8.25%, compounded quarterly, to
the extent permitted by applicable law), MBNA may elect to begin a new Extension
Period subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. MBNA must give the
Property Trustee, the Administrative Trustees and the Debenture Trustee notice
of its election to begin such Extension Period at least one Business Day prior
to the earlier of (i) the date Distributions on the Trust Securities would have
been payable except for the election to begin such Extension Period, (ii) the
date the Administrative Trustees are required to give notice to the NYSE, the
NASDAQ National Market or other applicable stock exchange or automated quotation
system on which the Preferred Securities are then listed or quoted or to holders
of Junior Subordinated Debentures of the record date for such Distributions or
(iii) the

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<PAGE> 22

date such Distributions are payable, but in any event not less than one Business
Day prior to such record date. The Debenture Trustee shall give notice of MBNA's
election to begin a new Extension Period to the holders of the Junior
Subordinated Debentures. There is no limitation on the number of times that MBNA
may elect to begin an Extension Period. See "Description of Junior Subordinated
Debentures -- Option to Defer Interest Payments".

In the Indenture, MBNA, as borrower, has agreed to pay to the Trust all
debts and other obligations (other than with respect to the Trust Securities)
and all costs and expenses of the Trust (including costs and expenses relating
to the organization of the Trust, the fees and expenses of the Trust's Trustees
and the costs and expenses relating to the operation of the Trust) and to pay
any and all taxes and all costs and expenses with respect thereto (other than
United States withholding taxes) to which the Trust might become subject. See
"Description of the Junior Subordinated Debentures -- Trust Expenses and Taxes".

Subject to MBNA having received prior approval of the Federal Reserve if
then required under applicable capital guidelines or policies, the Junior
Subordinated Debentures are redeemable prior to maturity at the option of MBNA
(i) on or after January 15, 2002, in whole at any time or in part from time to
time or (ii) prior to January 15, 2002, in whole (but not in part) within 90
days following the occurrence of a Special Event. The proceeds of any such
redemption will be used by the Trust to redeem the Trust Securities.

As described under "Description of the Preferred Securities -- Liquidation
Distribution Upon Termination," under certain circumstances involving the
termination of the Trust, Junior Subordinated Debentures may be distributed to
the holders of the Preferred Securities in exchange therefor upon liquidation of
the Trust after satisfaction of liabilities to creditors of the Trust as
provided by applicable law. It is anticipated that the depositary arrangements
for the Junior Subordinated Debentures would be substantially identical to those
in effect for the Preferred Securities. If Junior Subordinated Debentures are
distributed to the holders of Preferred Securities in exchange therefor upon the
liquidation of the Trust, MBNA will use its best efforts to list the Junior
Subordinated Debentures on the NYSE or such other stock exchanges or automated
quotation system, if any, on which the Preferred Securities are then listed or
quoted. There can be no assurance as to the market price of any Junior
Subordinated Debentures that may be distributed to the holders of Preferred
Securities.

CERTAIN TERMS OF GUARANTEE

The Guarantee will be qualified as an indenture under the Trust Indenture
Act. The Bank of New York will act as Guarantee Trustee (as defined herein) for
the purposes of compliance with the provisions of the Trust Indenture Act. The
Guarantee Trustee will hold the Guarantee for the benefit of the holders of the
Trust Securities.

The Guarantee guarantees to the holders of the Trust Securities the
following payments, to the extent not paid by the Trust: (i) any accumulated and
unpaid Distributions required to be paid on the Trust Securities, to the extent
that the Trust has funds on hand available therefor at such time, (ii) the
redemption price with respect to any Trust Securities called for redemption, to
the extent that the Trust has funds on hand available therefor at such time, and
(iii) upon a voluntary or involuntary dissolution, winding up or liquidation of
the Trust (unless the Junior Subordinated Debentures are distributed to holders
of the Trust Securities), the lesser of (a) the aggregate of the Liquidation
Amount and all accumulated and unpaid Distributions to the date of payment, to
the extent that the Trust has funds on hand available therefor at such time, and
(b) the amount of assets of the Trust remaining available for distribution to
holders of the Trust Securities after satisfaction of the liabilities to
creditors of the Trust as required by applicable law. The Guarantee will be
qualified as an indenture under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). The Bank of New York will act as the indenture trustee
under the Guarantee (the "Guarantee Trustee") for the purpose of compliance with
the Trust Indenture Act and will hold the Guarantee for the benefit of the

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<PAGE> 23

holders of the Trust Securities. The Bank of New York will also act as Debenture
Trustee for the Junior Subordinated Debentures and as Property Trustee.

The holders of not less than a majority in aggregate Liquidation Amount of
the Trust Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Guarantee Trustee
in respect of the Guarantee or to direct the exercise of any trust power
conferred upon the Guarantee Trustee under the Guarantee. Any holder of the
Trust Securities may institute a legal proceeding directly against MBNA to
enforce its rights under the Guarantee without first instituting a legal
proceeding against the Trust, the Guarantee Trustee or any other person or
entity. If MBNA were to default on its obligation to pay amounts payable under
the Junior Subordinated Debentures, the Trust would lack funds for the payment
of Distributions or amounts payable on redemption of the Trust Securities or
otherwise, and, in such event, holders of the Trust Securities would not be able
to rely upon the Guarantee for payment of such amounts. Instead, if an event of
default under the Indenture shall have occurred and be continuing and such event
is attributable to the failure of MBNA to pay interest or premium, if any, on or
principal of the Junior Subordinated Debentures on the applicable payment date,
then a holder of Preferred Securities may institute a Direct Action. In
connection with such Direct Action, MBNA will have a right of set-off under the
Indenture to the extent of any payment made by MBNA to such holder of Preferred
Securities in the Direct Action. Except as described herein, holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Series A Subordinated Debentures or assert
directly any other rights in respect of the Series A Subordinated Debentures.
See "Description of the Junior Subordinated Debentures -- Enforcement of Certain
Rights by Holders of Preferred Securities," "-- Debenture Events of Default" and
"Description of Guarantee." The Trust Agreement provides that each holder of
Preferred Securities by acceptance thereof agrees to the provisions of the
Guarantee and the Indenture.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The exchange of Series A Preferred Stock for Preferred Securities pursuant
to the Offer will be a taxable event. The United States federal income tax
consequences to holders who exchange their Series A Preferred Stock for
Preferred Securities will vary depending on each holder's particular
circumstances. See "Certain United States Federal Income Tax Consequences -- Tax
Consequences of the Exchange of Series A Preferred Stock for Preferred
Securities" for a discussion of the United States federal income tax
consequences that may be applicable to holders who exchange shares of their
Series A Preferred Stock for Preferred Securities.

Unlike dividends paid on Series A Preferred Stock, distributions made on
the Preferred Securities are not eligible for the dividends received deduction
currently available to corporate holders. In addition, the Preferred Securities
may trade at a price that does not fully reflect the value of accrued but unpaid
interest with respect to the underlying Junior Subordinated Debentures.

ACCOUNTING FOR EXCHANGE

The refinancing of the Series A Preferred Stock with the Preferred
Securities will decrease MBNA's stockholders' equity and may increase or
decrease earnings applicable to common stockholders. The financial statements of
the Trust will be consolidated into MBNA's consolidated financial statements,
with the Preferred Securities included as part of "Long-Term Debt and Bank
Notes" in the consolidated financial statements of MBNA and appropriate
disclosure about the Preferred Securities, the Guarantee and the Junior
Subordinated Debentures will be included in the notes to the consolidated
financial statements. The financial statement notes of MBNA will reflect that
the sole asset of the Trust will be the Junior Subordinated Debentures. See
"Capitalization" and "Accounting Treatment." Holders of Series A Preferred Stock
who do not tender their Series A Preferred Stock in the Offer or whose shares of
Series A Preferred Stock are not accepted for exchange will continue to hold
such Series A Preferred Stock and will be entitled to all the rights and
preferences, and will be subject to all of the limitations, applicable thereto.

To the extent that shares of Series A Preferred Stock are tendered and
accepted in the Offer, the terms on which untendered shares of Series A
Preferred Stock could subsequently be sold could be adversely

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<PAGE> 24

affected. See "Risk Factors and Special Considerations Relating to the
Offer -- Reduced Trading Market for Series A Preferred Stock."

EXCHANGE AGENT AND INFORMATION AGENT

The Bank of New York has been appointed as Exchange Agent in connection
with the Offer. Questions and requests for assistance, requests for additional
copies of this Prospectus or a Letter of Transmittal and requests for Notices of
Guaranteed Delivery should be directed to Morrow & Co., Inc. which has been
retained by MBNA and the Trust to act as Information Agent for the Offer. The
addresses and telephone numbers of the Exchange Agent and the Information Agent
are set forth in "Exchange Agent and Information Agent" and on the outside back
cover of this Prospectus.

DEALER MANAGER

Merrill Lynch, Pierce, Fenner & Smith Incorporated has been retained as
Dealer Manager in connection with the Offer. For information regarding fees
payable to the Dealer Manager and Soliciting Dealers, see "Exchange Agent and
Information Agent -- Dealer Manager; Soliciting Dealers."

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<PAGE> 25

RISK FACTORS AND SPECIAL CONSIDERATIONS RELATING TO THE OFFER

Prospective exchanging holders of Series A Preferred Stock who plan to
participate in the Offer should carefully consider, in addition to the other
information set forth elsewhere in this Prospectus, the following:

EXCHANGE OF SERIES A PREFERRED STOCK FOR PREFERRED SECURITIES IS A TAXABLE EVENT

The exchange of Series A Preferred Stock for Preferred Securities pursuant
to the Offer will be a taxable event. See "Certain United States Federal Income
Tax Consequences -- Tax Consequences of the Exchange of Series A Preferred Stock
for Preferred Securities." ALL HOLDERS OF SERIES A PREFERRED STOCK ARE ADVISED
TO CONSULT THEIR TAX ADVISORS REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE EXCHANGE OF SERIES A PREFERRED STOCK AND THE
ISSUANCE OF PREFERRED SECURITIES.

CORPORATE HOLDERS OF PREFERRED SECURITIES NOT ENTITLED TO DIVIDENDS RECEIVED
DEDUCTION

Unlike dividends paid on Series A Preferred Stock, distributions on the
Preferred Securities are not eligible for the dividends received deduction
currently available to corporate holders.

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE AND JUNIOR SUBORDINATED
DEBENTURES

The obligations of MBNA under the Guarantee issued by MBNA for the benefit
of the holders of Preferred Securities and under the Junior Subordinated
Debentures are unsecured and rank subordinate and junior in right of payment to
all Senior Debt of MBNA. Substantially all of MBNA's indebtedness constitutes
Senior Debt, other than MBNA's Series A Debentures, its Floating Rate Debentures
and its guarantees of the Series A Capital Securities and the Series B Capital
Securities, all of which are pari passu in right of payment with the Junior
Subordinated Debentures. Because MBNA is a holding company, the right of MBNA to
participate in any distribution of the assets of any subsidiary, including the
Bank, upon such subsidiary's liquidation or reorganization or otherwise is
subject to the prior claims of creditors of that subsidiary, except to the
extent that MBNA may itself be recognized as a creditor of that subsidiary.
There are various legal limitations on the extent to which certain of MBNA's
subsidiaries may extend credit, pay dividends or otherwise supply funds to, or
engage in transactions with, MBNA or certain of its other subsidiaries.
Accordingly, the Junior Subordinated Debentures will be effectively subordinated
to all existing and future liabilities of MBNA's subsidiaries, and holders of
Junior Subordinated Debentures should look only to the assets of MBNA for
payments on the Junior Subordinated Debentures. See "MBNA Corporation." None of
the Indenture, the Guarantee or the Trust Agreement places any limitation on the
amount of secured or unsecured debt, including Senior Debt, that may be incurred
by MBNA. See "Description of Guarantees -- Status of the Guarantees" and
"Description of the Junior Subordinated Debentures -- Subordination."

The ability of the Trust to pay amounts due on the Preferred Securities is
solely dependent upon MBNA making payments on the Junior Subordinated Debentures
as and when required.

RIGHTS UNDER THE GUARANTEE

The Guarantee will be qualified as an indenture under the Trust Indenture
Act. The Bank of New York will act as Guarantee Trustee for the purposes of
compliance with the provisions of the Trust Indenture Act. The Guarantee Trustee
will hold the Guarantee for the benefit of the holders of the Preferred
Securities.

The Guarantee guarantees to the holders of the Preferred Securities the
following payments, to the extent not paid by the Trust: (i) any accumulated and
unpaid Distributions required to be paid on the Preferred Securities, to the
extent that the Trust has funds on hand available therefor at such time, (ii)
the redemption price with respect to any Preferred Securities called for
redemption, to the extent that the Trust has funds on hand available therefor at
such time, and (iii) upon a voluntary or involuntary dissolution, winding up or
liquidation of the Trust (unless the Junior Subordinated Debentures are
distributed to holders of the Trust Securities), the lesser of (a) the aggregate
of the Liquidation Amount and all accumulated and unpaid

18
<PAGE> 26

Distributions to the date of payment, to the extent that the Trust has funds on
hand available therefor at such time, and (b) the amount of assets of the Trust
remaining available for distribution to holders of the Trust Securities after
satisfaction of the liabilities to creditors of the Trust as required by
applicable law. The Guarantee will be qualified as an indenture under the Trust
Indenture Act. The Bank of New York will act as the Guarantee Trustee for the
purpose of compliance with the Trust Indenture Act and will hold the Guarantee
for the benefit of the holders of the Trust Securities. The Bank of New York
will also act as Debenture Trustee for the Junior Subordinated Debentures and as
Property Trustee.

The holders of not less than a majority in aggregate Liquidation Amount of
the Preferred Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of the Guarantee or to direct the exercise of any trust power
conferred upon the Guarantee Trustee under the Guarantee. Any holder of the
Preferred Securities may institute a legal proceeding directly against MBNA to
enforce its rights under the Guarantee without first instituting a legal
proceeding against the Trust, the Guarantee Trustee or any other person or
entity. If MBNA were to default on its obligation to pay amounts payable under
the Junior Subordinated Debentures, the Trust would lack funds for the payment
of Distributions or amounts payable on redemption of the Preferred Securities or
otherwise, and, in such event, holders of the Preferred Securities would not be
able to rely upon the Guarantee for payment of such amounts. Instead, if an
event of default under the Indenture shall have occurred and be continuing and
such event is attributable to the failure of MBNA to pay interest or premium, if
any, on or principal of the Junior Subordinated Debentures on the applicable
payment date, then a holder of Preferred Securities may institute a Direct
Action. In connection with such Direct Action, MBNA will have a right of set-off
under the Indenture to the extent of any payment made by MBNA to such holder of
Preferred Securities in the Direct Action. Except as described herein, holders
of Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Junior Subordinated Debentures or assert
directly any other rights in respect of the Junior Subordinated Debentures. See
"Description of the Junior Subordinated Debentures -- Enforcement of Certain
Rights by Holders of Preferred Securities," "-- Debenture Events of Default" and
"Description of Guarantee." The Trust Agreement provides that each holder of
Preferred Securities by acceptance thereof agrees to the provisions of the
Guarantee and the Indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Debenture Event of Default with respect to Junior Subordinate
Debentures has occurred and is continuing and such event is attributable to the
failure of MBNA to pay interest, premium (if any) or principal on such Junior
Subordinated Debentures on the date such interest, premium (if any) or principal
is due and payable, a holder of Preferred Securities may institute a Direct
Action. MBNA may not amend the Indenture to remove the foregoing right to bring
a Direct Action without the prior written consent of the holders of all of the
Preferred Securities outstanding. If the right to bring a Direct Action is
removed, the Trust may become subject to the reporting obligations under the
Exchange Act. MBNA shall have the right under the Indenture to set-off any
payment made to such holder of Preferred Securities by MBNA in connection with a
Direct Action.

The holders of the Preferred Securities will not be able to exercise
directly any remedies other than those set forth in the preceding paragraph
available to the holders of the Junior Subordinated Debentures. See "Description
of the Preferred Securities -- Events of Default; Notice."

OPTION TO EXTEND INTEREST PAYMENT PERIOD

So long as no event of default under the Indenture has occurred or is
continuing, MBNA has the right under the Indenture to defer payment of interest
on the Junior Subordinated Debentures at any time or from time to time for a
period not exceeding 20 consecutive quarterly periods with respect to each
Extension Period, provided, that no Extension Period may extend beyond the
Stated Maturity of the Junior Subordinated Debentures. As a consequence of any
such deferral, quarterly Distributions on the Preferred Securities by the Trust
will also be deferred (and the amount of Distributions to which holders of the
Preferred Securities are entitled will accumulate additional Distributions
thereon at the rate of 8.25% per annum, compounded quarterly from the relevant
payment date for such Distributions) during any such Extension Period. During

19
<PAGE> 27

any such Extension Period, MBNA may not, and may not permit any subsidiary of
MBNA to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of MBNA's
capital stock, (ii) make any payment of principal, interest or premium, if any,
on or repay, repurchase or redeem any debt securities of MBNA (including other
series of junior subordinated debentures) that rank pari passu with or junior in
interest to the Junior Subordinated Debentures or (iii) make any guarantee
payments with respect to any guarantee by MBNA of the debt securities of any
subsidiary of MBNA if such guarantee ranks pari passu with or junior in interest
to the Junior Subordinated Debentures, including its guarantees of the Series A
Capital Securities and the Series B Capital Securities (other than (a) dividends
or distributions in capital stock of MBNA, (b) any declaration of a dividend in
connection with the implementation of a stockholders' rights plan or the
redemption or repurchase of any such rights pursuant thereto, (c) payments under
the Guarantee and (d) purchases of common stock related to the issuance of
common stock or rights under any of MBNA's benefit plans for its directors,
officers or employees, related to the issuance of common stock or rights under a
dividend reinvestment and stock purchase plan, or related to the issuance of
common stock (or securities convertible into or exchangeable for common stock)
as consideration in an acquisition transaction that was entered into prior to
the commencement of such Extension Period). Prior to the termination of any such
Extension Period, MBNA may further defer the payment of interest, provided that
no Extension Period may exceed 20 consecutive quarterly periods or extend beyond
the Stated Maturity of the Junior Subordinated Debentures. Upon the termination
of any Extension Period and the payment of all interest then accrued and unpaid
(together with interest thereon at the rate of 8.25% per annum, compounded
quarterly from the interest payment date for such interest, to the extent
permitted by applicable law), MBNA may elect to begin a new Extension Period
subject to the above requirements. There is no limitation on the number of times
that MBNA may elect to begin an Extension Period. See "Description of the
Preferred Securities -- Distributions" and "Description of the Junior
Subordinated Debentures -- Option to Defer Interest Payments."

The Series A Debentures and the Series B Debentures are pari passu in right
of payment with the Junior Subordinated Debentures. As a result, in the event
MBNA exercises its right to defer interest on the Series A Debentures or the
Series B Debentures, MBNA will be prohibited from making payments on the Junior
Subordinated Debentures and, in the event MBNA exercises its right to defer
interest on the Junior Subordinated Debentures, MBNA will be prohibited from
making payments on the Series A Debentures and the Series B Debentures.

Should an Extension Period occur, a holder of Preferred Securities will be
required to accrue the stated interest on its pro rata share of the Junior
Subordinated Debentures (as OID) for United States federal income tax purposes
during such Extension Period and at all times thereafter. As a result, a holder
of Preferred Securities will be required to include such OID in gross income for
United States federal income tax purposes in advance of the receipt of cash
attributable to such income, and will not receive the cash related to such
income from the Trust if the holder disposes of the Preferred Securities prior
to the record date for the payment of Distributions. See "Certain United States
Federal Income Tax Consequences -- Interest Income and Original Issue Discount"
and "-- Sales or Redemption of Preferred Securities."

MBNA has no current intention of exercising its right to defer payments of
interest on the Junior Subordinated Debentures. However, should MBNA elect to
exercise such right in the future, the market price of the Preferred Securities
is likely to be affected. A holder that disposes of its Preferred Securities
during an Extension Period, therefore, might not receive the same return on its
investment as a holder that continues to hold its Preferred Securities.

SPECIAL EVENT -- REDEMPTION

Upon the occurrence and continuation of a Special Event prior to January
15, 2002, MBNA has the right to redeem the Junior Subordinated Debentures in
whole (but not in part) at a Redemption Price equal to the Special Event
Prepayment Price within 90 days following the occurrence of such Special Event
and thereby cause a mandatory redemption of the Preferred Securities. The
exercise of such right is subject to MBNA having received prior approval of the
Federal Reserve to do so if then required under applicable capital

20
<PAGE> 28

guidelines or policies. See "Description of the Preferred Securities --
Redemption or Exchange" and "Description of the Junior Subordinated Debentures
- -- Redemption."

PROPOSED TAX LEGISLATION

Legislation was proposed by the United States Department of the Treasury on
February 6, 1997, as part of President Clinton's Fiscal 1998 Budget Proposal
(the "Proposed Legislation") that contained a provision which generally would
deny the interest deduction for interest paid or accrued on an instrument issued
by a corporation that has a weighted average maturity of more than 40 years. The
Proposed Legislation also contains a provision which generally would deny an
interest deduction for interest paid or accrued on an instrument issued by a
corporation that (i) has a maximum term of more than 15 years and (ii) is not
shown as indebtedness on the separate balance sheet of the issuer or, where the
instrument is issued to a related party (other than a corporation), where the
holder or some other related party issues a related instrument that is not shown
as indebtedness on the issuer's consolidated balance sheet. For purposes of
determining the weighted average maturity or the term of an instrument, any
right to extend the maturity of such instrument would be treated as exercised.
The above-described provisions were proposed to be effective generally for
instruments issued on or after the date of the first Congressional committee
action on the Proposed Legislation (as of February 24, 1997, no Congressional
committee action has been taken on the Proposed Legislation). If either
provision were to apply to the Junior Subordinated Debentures, MBNA would not be
able to deduct the interest on the Junior Subordinated Debentures. There can be
no assurance that the Proposed Legislation or future legislative or
administrative proposals or final legislation will not adversely affect the
ability of MBNA to deduct interest on the Junior Subordinated Debentures or
otherwise affect the tax treatment of the transactions described herein. If
enacted such a change could give rise to a Tax Event, which would permit MBNA,
upon approval of the Federal Reserve if then required under applicable
guidelines or policies to cause a redemption of the Preferred Securities as
described more fully under "Description of the Preferred
Securities -- Redemption or Exchange."

EXCHANGE OF PREFERRED SECURITIES FOR JUNIOR SUBORDINATED DEBENTURES

MBNA will have the right at any time to terminate the Trust and, after
satisfaction of liabilities to creditors of the Trust as required by applicable
law, cause the Junior Subordinated Debentures to be distributed to the holders
of the Preferred Securities in exchange therefor upon liquidation of the Trust.
The exercise of such right is subject to MBNA having received prior approval of
the Federal Reserve if then required under applicable capital guidelines or
policies. See "Description of the Preferred Securities -- Liquidation
Distribution Upon Termination."

Under current United States federal income tax law and interpretations and
assuming, as expected, the Trust is classified as a grantor trust for such
purposes, a distribution of the Junior Subordinated Debentures upon a
liquidation of the Trust would not be a taxable event to holders of the
Preferred Securities. However, if a Tax Event were to occur which would cause
the Trust to be subject to United States federal income tax with respect to
income received or accrued on the Junior Subordinated Debentures, a distribution
of the Junior Subordinated Debentures by the Trust could be a taxable event to
the Trust and the holders of the Preferred Securities. See "Certain United
States Federal Income Tax Consequences -- Distribution of the Junior
Subordinated Debentures to Holders of Preferred Securities."

SHORTENING OR EXTENDING THE STATED MATURITY OF THE JUNIOR SUBORDINATED
DEBENTURES

MBNA will have the right at any time to shorten the maturity of the Junior
Subordinated Debentures to a date not earlier than January 15, 2002. The
exercise of such right may require the prior approval of the Federal Reserve
Board if such approval is then required under applicable law, rules, guidelines
or policies.

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<PAGE> 29

Preferred Securities are accumulated and (iv) the Junior Subordinated
Debentures, or, if the Preferred Securities are rated, the Preferred Securities,
are rated at least BBB- by Standard & Poor's Ratings Services, at least Baa3 by
Moody's Investors Service, Inc. or at least the equivalent by any other
nationally recognized statistical rating organization.

MARKET PRICES

There can be no assurance as to the market prices for Preferred Securities
or Junior Subordinated Debentures that may be distributed in exchange for
Preferred Securities upon liquidation of the Trust. Accordingly, the Preferred
Securities or the Junior Subordinated Debentures may trade at a discount to the
price that the investor paid to purchase the Preferred Securities offered
hereby. As a result of the existence of MBNA's right to defer interest payments,
the market price of the Preferred Securities (which represent beneficial
ownership interests in the Trust) may be more volatile than the market prices of
other securities that are not subject to such optional deferrals. See
"Description of the Junior Subordinated Debentures."

LIMITED VOTING RIGHTS

Holders of Preferred Securities generally will have limited voting rights
relating only to the modification of the Preferred Securities and the Guarantee
and the exercise of the Trust's rights as a holder of Junior Subordinated
Debentures and the Guarantee. Holders of Preferred Securities will not be
entitled to vote to appoint, remove or replace the Property Trustee, the
Delaware Trustee or any Administrative Trustee, and such voting rights are
vested exclusively in the holder of the Common Securities except, with respect
to the Property Trustee and the Delaware Trustee, upon the occurrence of certain
events described herein. The Property Trustee, the Delaware Trustee, the
Administrative Trustee and MBNA may amend the Trust Agreement without the
consent of holders of Preferred Securities to ensure that the Trust will be
classified for United States federal income tax purposes as a grantor trust
unless such action materially and adversely affects the interests of such
holders. See "Description of the Preferred Securities -- Voting Rights;
Amendment of Trust Agreement" and " -- Removal of Issuer Trustees."

TRADING PRICE

The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying Junior
Subordinated Debentures. See "United States Federal Income Taxation -- Interest
Income and Original Issue Discount" and " -- Sales or Redemption of Preferred
Securities."

CONSEQUENCES OF HIGHLY LEVERAGED TRANSACTION

The Indenture does not contain provisions that afford holders of the Junior
Subordinated Debentures protection in the event of a highly leveraged
transaction, including a change of control, or other similar transactions
involving MBNA that may adversely affect such holders. See "Description of the
Junior Subordinated Debentures -- General."

LACK OF ESTABLISHED TRADING MARKET FOR PREFERRED SECURITIES

The Preferred Securities constitute a new issue of securities of the Trust
with no established trading market. While application will be made to list the
Preferred Securities on the NYSE, there can be no assurance that an active
market for the Preferred Securities will develop or be sustained in the future
on such exchange. Although the Dealer Manager has indicated to MBNA and the
Trust that they intend to make a market in the Preferred Securities following
the Expiration Date, as permitted by applicable laws and regulations prior to
the commencement of trading on the NYSE, they are not obligated to do so and may
discontinue any such market-making at any time without notice. Accordingly, no
assurance can be given as to the liquidity of, or trading markets for, the
Preferred Securities. In order to satisfy the NYSE listing requirements,
acceptance of Series A Preferred Stock validly tendered in the Offer is subject
to the Minimum

22
<PAGE> 30

Distribution Condition which condition may not be waived by MBNA or the Trust.
See "Listing and Trading of Preferred Securities and Series A Preferred Stock."

REDUCED TRADING MARKET FOR SERIES A PREFERRED STOCK

To the extent shares of Series A Preferred Stock are tendered and accepted
in the Offer, the liquidity and trading market for the Series A Preferred Stock
to be outstanding following the Offer, and the terms upon which such Series A
Preferred Stock could be sold, could be adversely affected. In addition, if the
Offer is substantially subscribed, there would be a significant risk that round
lot holdings of the Series A Preferred Stock outstanding following the Offer
would be limited. Further, following the Expiration Date, and in accordance with
and subject to applicable law, MBNA may from time to time acquire Series A
Preferred Stock in the open market, by tender offer, subsequent exchange offer
or otherwise. MBNA's decision to make such acquisitions is dependent on many
factors, including market conditions in effect at the time of any contemplated
acquisition. Accordingly, MBNA cannot predict whether and to what extent it will
acquire any additional Series A Preferred Stock and the consideration to be paid
therefor. See "Listing and Trading of Preferred Securities and Series A
Preferred Stock."

Under the rules of the NYSE, preferred securities such as the Series A
Preferred Stock are subject to delisting if (i) the aggregate value of
publicly-held shares is less than $2 million and (ii) the number of
publicly-held shares is less than 100,000. There can be no assurance that the
Series A Preferred Stock will continue to meet the NYSE listing standards
following the Offer.

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<PAGE> 31

COMPARISON OF PREFERRED SECURITIES AND SERIES A
PREFERRED STOCK

The following is a brief summary of certain terms of the Preferred
Securities and the Series A Preferred Stock. For a more complete description of
the Preferred Securities, see "Description of the Preferred Securities." For a
description of the Junior Subordinated Debentures which will be deposited in the
Trust as trust assets and will represent the sole source for the payment of
distributions and other payments on the Preferred Securities, see "Description
of the Junior Subordinated Debentures." For a description of the Series A
Preferred Stock, see "Description of the Series A Preferred Stock."

<TABLE>
<CAPTION>
SERIES A
PREFERRED SECURITIES PREFERRED STOCK
------------------------------------------- -------------------------------------------
<S> <C> <C>
Issuer................. The Trust. However, the Trust's assets MBNA.
consist solely of the Junior Subordinated
Debentures issued by MBNA and the Trust's
payment of Distributions and amounts due
upon a liquidation of the Trust or a
redemption of the Trust Securities is
guaranteed on a subordinated basis, as and
to the extent described herein, by MBNA.

Distribution/Dividend
Rate................. 8.25% per annum distribution, payable 7.50% per annum dividend payable on the
quarterly in arrears on January 15, April Series A Preferred Stock on January 15,
15, July 15 and October 15 of each year, April 15, July 15 and October 15 of each
commencing April 15, 1997 from and year, in each case out of funds legally
including the Accrual Date, but only if and available therefor, when, as and if
to the extent that interest payments are declared by the MBNA Board. Dividends are
made in respect of the Junior Subordinated cumulative. Dividends accrue whether or not
Debentures held by the Trust. MBNA has earnings, whether or not there are
funds legally available for the payment of
such dividends and whether or not such
dividends are declared.

Interest Accrual....... During any Extension Period on the Junior Accrued but unpaid dividends do not bear
Subordinated Debentures, distribution interest. Dividends generally are not
payments on the Preferred Securities will included in gross income for United States
not be made but would continue to accrue, federal income tax purposes until such
and, in the case of distributions in dividends are paid or declared in
arrears, would bear interest at the rate of accordance with the beneficial owner's
8.25% per annum, compounded quarterly to regular method of tax accounting.
the extent permitted by applicable law. In
addition, if MBNA elects to defer payment
of interest on the Junior Subordinated
Debentures, beneficial owners of the
Preferred Securities will be required to
include their pro rata share of the stated
interest on the Junior Subordinated
Debentures in gross income for United
States federal income tax purposes (as OID)
regardless of their method of tax
accounting and in advance of the receipt of
cash attributable to such income.
</TABLE>

24
<PAGE> 32

<TABLE>
<CAPTION>
SERIES A
PREFERRED SECURITIES PREFERRED STOCK
------------------------------------------- -------------------------------------------
<S> <C> <C>
Maturity/Mandatory and
Optional
Redemption........... The Preferred Securities will be redeemed No maturity or mandatory redemption. The
upon the maturity or earlier redemption of Series A Preferred Stock are redeemable at
the Junior Subordinated Debentures, at a the option of MBNA on and after January 15,
redemption price equal to $25 per Preferred 2001, in whole or in part, at a redemption
Security, plus any accrued and unpaid price equivalent to $25 per Preferred Share
distributions to the redemption date, to be redeemed, plus accrued and unpaid
including distributions accrued as a result dividends (whether or not declared on a
of MBNA's election to defer payments of fully cumulative basis) to the date fixed
interest on the Junior Subordinated for redemption. Holders of Series A
Debentures. The Junior Subordinated Preferred Stock have no right to require
Debentures are redeemable by MBNA, in whole MBNA to redeem the Series A Preferred
or in part, from time to time on or after Stock.
January 15, 2002, at a redemption price
equal to 100% of the principal amount of
the Junior Subordinated Debentures, plus
accrued and unpaid interest to the date
fixed for redemption, or, in whole but not
in part, prior to January 15, 2002, at the
Special Event Prepayment Price, upon the
occurrence of a Special Event. In the event
that the Junior Subordinated Debentures are
redeemed or upon the repayment of the
Junior Subordinated Debentures, upon
maturity, upon redemption or otherwise, the
proceeds thereof will be promptly applied
to redeem the Preferred Securities and the
Common Securities. The Junior Subordinated
Debentures mature on April 15, 2027, which
date may be shortened or extended as
provided herein, in each case subject to
certain conditions. See "Description of the
Preferred Securities -- Redemption or
Exchange." Holders of Preferred Securities
have no right to require MBNA to redeem the
Preferred Securities at the option of the
holders.

Subordination.......... Subordinated to claims of creditors of the Subordinated to claims of creditors of MBNA
Trust, if any. The Preferred Securities and including the Junior Subordinated
the Common Securities will have equivalent Debentures, pari passu with MBNA's other
terms; provided that if a Debenture Event preferred stock and senior to all other
of Default occurs and is continuing, (i) shares of capital stock of MBNA.
the holders of the Preferred Securities
will have a priority over holders of the
Common Securities with respect to payments
in respect of distributions and payments
upon liquidation, redemption or otherwise
and (ii) holders of a majority in
Liquidation Amount of Preferred Securities
have the right (subject to the terms of the
Trust Agreement) to appoint, replace or re-
move the Property Trustee and the Delaware
Trustee.
The Trust is not permitted to issue any
securities other than the Trust Securities
or to incur any indebtedness. MBNA will pay
all fees and expenses related to the Trust
and the offering of the Trust Securities.
The Junior Subordinated Debentures will
rank subordinate in right of payment to all
Senior Debt of MBNA.
Listing................ Application will be made to list the The Series A Preferred Stock is Stock is
Preferred Securities on the NYSE under the listed on the NYSE under the symbol
symbol "KRB.PF.C". In order to satisfy the "KRB.PF.A".
NYSE listing requirements, acceptance of
shares of Series A Preferred Stock validly
tendered in the Offer is subject to the
Minimum Distribution Condition, which
condition may not be waived.
</TABLE>

25
<PAGE> 33

<TABLE>
<CAPTION>
SERIES A
PREFERRED SECURITIES PREFERRED STOCK
------------------------------------------- -------------------------------------------
<S> <C> <C>
Dividends Received De-
duction.............. Distributions on the Preferred Securities Dividends are eligible for the dividends
are not eligible for the dividends received received deduction currently available to
deduction currently available to corporate corporate holders.
holders.

Voting Rights/Enforce-
ment................. Holders of Preferred Securities generally If dividends shall be in arrears for six
will have limited voting rights relating quarterly dividend periods, whether or not
only to the modification of Preferred consecutive, the MBNA Board shall be
Securities and the Guarantee and the increased by two directors and holders have
exercise of the Trust's rights as a holder the right (together with other classes or
of Junior Subordinated Debentures and the series of preferred stock ranking on a
Guarantee. Holders of Preferred Securities parity with the Series A Preferred Stock to
will not be entitled to vote to appoint, elect two directors.
remove or replace the Property Trustee, the
Delaware Trustee or any Administrative
Trustee, and such voting rights are vested
exclusively in the holder of the Common
Securities except, with respect to the
Property Trustee and the Delaware Trustee,
upon the occurrence of certain events
described herein. The Property Trustee, the
Delaware Trustee, the Administrative
Trustees and MBNA may amend the Trust
Agreement without the consent of holders of
Preferred Securities to ensure that the
Trust will be classified for United States
federal income tax purposes as a grantor
trust unless such action materially and
adversely affects the interests of such
holders. See "Description of the Preferred
Securities -- Voting Rights; Amendment of
Trust Agreement" and "-- Removal of Issuer
Trustees." See "Description of the Series A
Preferred Stock -- Voting Rights."
</TABLE>

MBNA CORPORATION

MBNA is a registered bank holding company incorporated under the laws of
Maryland in 1990. It is the parent corporation of the Bank, a national bank
organized in January 1991, as the successor to a national bank organized in
1982.

The principal office of MBNA is located in Wilmington, Delaware 19884, and
its telephone number is (800) 362-6255.

26
<PAGE> 34

RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS

The following are the consolidated ratio of earnings to fixed charges and
ratio of earnings to combined fixed charges and preferred stock dividend
requirements for MBNA for each of the years in the five-year period ended
December 31, 1995 and the nine-month period ended September 30, 1996:

<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEARS ENDED DECEMBER 31,
SEPTEMBER 30, -------------------------------------------
1996(A) 1995 1994 1993(B) 1992 1991
------------- ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Including Interest on Deposits............... 1.9 2.0 2.4 2.0 2.1 1.6
Excluding Interest on Deposits............... 4.0 4.4 5.7 6.0 15.7 12.9
Earnings to Combined Fixed Charges and Preferred
Stock Dividends:
Including Interest on Deposits............... 1.8 2.0 2.4 2.0 2.1 1.6
Excluding Interest on Deposits............... 3.6 4.3 5.7 6.0 15.7 12.9
</TABLE>

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

(a) Income before income taxes for the nine months ended September 30, 1996,
includes a charge of $54.3 million related to the launch of the MBNA
Platinum Plus Visa(R) and MasterCard(R)* program. Without the charge, the
ratio of earnings to fixed charges, including and excluding interest on
deposits, would have been 2.0 and 4.3, respectively, and the ratio of
earnings to combined fixed charges and preferred stock dividend
requirements, including and excluding interest on deposits, would have been
1.9 and 3.9, respectively.

(b) Income before income taxes for 1993 includes a charge of $150.0 million for
the termination of a marketing agreement with an independent third-party
marketing organization. Without the charge, the ratio of earnings to fixed
charges and the ratio of earnings to combined fixed charges and preferred
stock dividend requirements, including and excluding interest on deposits,
would have been 2.9 and 9.9, respectively.

The ratio of earnings to fixed charges is computed by dividing (i) income
before income taxes and fixed charges less interest capitalized during such
period, net of amortization of previously capitalized interest, by (ii) fixed
charges. The ratio of earnings to combined fixed charges and preferred stock
dividend requirements is computed by dividing (i) income before income taxes and
fixed charges less interest capitalized during such period, net of amortization
of previously capitalized interest, by (ii) fixed charges and preferred stock
dividend requirements. Fixed charges consist of interest expense on borrowings,
including capitalized interest (including or excluding deposits, as the case may
be), and the portion of rental expense which is deemed representative of
interest. The preferred stock dividend requirements represent the pre-tax
earnings which would be required to cover such dividend requirements on MBNA's
preferred stock outstanding. MBNA did not have any preferred stock outstanding
during the periods prior to 1995 presented above and accordingly there were no
preferred stock dividend requirements during such periods.

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

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

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<PAGE> 35

CAPITALIZATION

The following table sets forth the consolidated capitalization of MBNA and
its subsidiaries as of September 30, 1996 and as adjusted to give effect to (i)
the issuance of $250 million of Series A Capital Securities, by MBNA Capital A
on December 18, 1996, (ii) the issuance of $280 million of Series B Capital
Securities, by MBNA Capital B on January 23, 1997, and (iii) the consummation of
the exchange of Preferred Securities for Series A Preferred Stock. The following
data should be read in conjunction with the consolidated financial statements
and notes thereto of MBNA and its subsidiaries incorporated herein by reference.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Total Long-Term Debt and Bank Notes(a)(b)(c)........................ $3,382,469 $4,062,469
Stockholders' Equity
Preferred Stock................................................ 120 60
Common Stock................................................... 2,228 2,228
Additional Paid-in Capital..................................... 621,839 471,899
Retained Earnings.............................................. 980,876 980,876
---------- -----------
Total Stockholders' Equity................................ 1,605,063 1,455,063
---------- -----------
Total Capitalization........................................... $4,987,532 $5,517,532
========= =========
</TABLE>

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

(a) On December 18, 1996, MBNA Capital A issued $250.0 million of guaranteed
preferred beneficial interests in a registered public offering. MBNA Capital
A invested the proceeds of such offering, together with approximately $7.7
million paid by MBNA for MBNA Capital A's common securities, in
approximately $257.7 million principal amount of MBNA's Series A
Subordinated Debentures. The Series A Subordinated Debentures bear interest
at the rate of 8.278% per annum and mature on December 1, 2026. MBNA owns
all of the common securities of MBNA Capital A, and the sole assets of MBNA
Capital A are the Series A Subordinated Debentures.

(b) On January 23, 1997, MBNA Capital B issued $280.0 million of guaranteed
preferred beneficial interests in a registered public offering. MBNA Capital
B invested the proceeds of such offering, together with approximately $8.6
million paid by MBNA for MBNA Capital B's common securities, in
approximately $288.6 million principal amount of MBNA's Series B
Subordinated Debentures. The Series B Subordinated Debentures will bear
interest at the rate of 0.80% per annum above LIBOR on the Liquidation
Amount of $1,000 per Series B Subordinated Debenture and will mature on
February 1, 2027. MBNA owns all of the common securities of MBNA Capital B,
and the sole assets of MBNA Capital B are the Series B Subordinated
Debentures.

(c) As described herein, the Trust will issue $150.0 million of guaranteed
preferred beneficial interests in a registered public offering, assuming all
the Series A Preferred Stock is tendered and accepted for exchange in the
Offer. The Trust will invest the proceeds of such offering, together with
approximately $4.6 milion paid by MBNA for the Trust's common securities
(assuming all the Series A Preferred Stock is tendered and accepted for
exchange in the Offer), in approximately $154.6 million principal amount in
the Junior Subordinated Debentures. The Junior Subordinated Debentures will
bear interest at a rate of 8.25% per annum and will mature on April 15,
2027. MBNA will own all of the common securities of the Trust, and the sole
assets of the Trust will be the Junior Subordinated Debentures.

ACCOUNTING TREATMENT

For financial reporting purposes, the Trust will be treated as a subsidiary
of MBNA and, accordingly, the accounts of the Trust will be included in the
consolidated financial statements of MBNA. The Preferred Securities will be
included in "Long-Term Debt and Bank Notes" in the consolidated balance sheets
of MBNA and appropriate disclosures about the Preferred Securities, the
Guarantee and the Junior Subordinated Debentures will be included in the notes
to the consolidated financial statements. For financial reporting purposes, MBNA
will record Distributions payable on the Preferred Securities as an expense in
the consolidated statements of income.

Future financial reports of MBNA will: (i) present the Preferred Securities
issued by other trusts created by MBNA on MBNA's balance sheet as "Long-Term
Debt and Bank Notes"; (ii) include in a note to the consolidated financial
statements disclosure that the sole assets of the trusts are the Junior
Subordinated Debentures (specifying as to each trust the principal amount,
interest rate and maturity date of Junior

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<PAGE> 36

Subordinated Debentures held); and (iii) disclose, in a note to the consolidated
financial statements, that (a) the trusts are wholly owned, (b) the sole assets
of the trusts are the Junior Subordinated Debentures (specifying as to each
trust the principal amount, interest rate and maturity date of the Junior
Subordinated Debentures held), and (c) the obligations of MBNA under the
relevant Junior Subordinated Debentures, indenture, trust agreement and
guarantee, in the aggregate, constitute a full and unconditional guarantee by
MBNA of such trusts' obligations under the Preferred Securities issued by such
trust.

THE TRUST

The Trust is a statutory business trust created under Delaware law pursuant
to (i) a trust agreement executed by MBNA, as Depositor of the Trust, and an
Administrative Trustee of such Trust and (ii) the filing of a certificate of
trust with the Delaware Secretary of State. The trust agreement will be amended
and restated in its entirety substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus forms a part. The Trust
Agreement will be qualified as an indenture under the Trust Indenture Act. The
Trust exists for the exclusive purposes of (i) issuing (a) its Preferred
Securities in exchange for Series A Preferred Stock validly tendered in the
Offer and delivering such Series A Preferred Stock to MBNA in consideration of
the deposit by MBNA as trust assets of Junior Subordinated Debentures having an
aggregate stated principal amount equal to the aggregate stated liquidation
amount of such Preferred Securities, and (b) its Common Securities to MBNA in
exchange for cash and investing the proceeds thereof in an equal aggregate
principal amount of Junior Subordinated Debentures and (ii) engaging in only
those other activities necessary or incidental thereto (such as registering the
transfer of Trust Securities). Accordingly, the Junior Subordinated Debentures
will be the sole assets of the Trust, and payments under the Junior Subordinated
Debentures will be the sole revenue of the Trust.

All of the Common Securities of the Trust will be owned by MBNA. The Common
Securities of the Trust will rank pari passu and payments will be made thereon
pro rata, with the Preferred Securities of the Trust, except that upon the
occurrence and continuance of Debenture Event of Default, the rights of MBNA as
holder of the Common Securities to payment in respect of Distributions and
payments upon liquidation or redemption will be subordinated to the rights of
the holders of the Preferred Securities of the Trust. See "Description of the
Preferred Securities -- Subordination of Common Securities." MBNA will acquire
Common Securities in an aggregate Liquidation Amount equal to not less than 3%
of the total capital of the Trust.

The Trust has a term of approximately 55 years, but may terminate earlier
as provided in the Trust Agreement. The Trust's business and affairs are
conducted by its trustees, each appointed by MBNA as holder of the Common
Securities. The trustees for the Trust will be The Bank of New York, as the
Property Trustee, The Bank of New York (Delaware), as the Delaware Trustee, and
the Administrative Trustees who are employees or officers of or affiliated with
MBNA (collectively, the "Issuer Trustees"). The Bank of New York, as Property
Trustee, will act as sole trustee under the Trust Agreement for purposes of
compliance with the Trust Indenture Act. The Bank of New York will also act as
trustee under the Guarantee and the Indenture. See "Description of Guarantees"
and "Description of the Junior Subordinated Debentures." The holder of the
Common Securities of the Trust, or the holders of a majority in Liquidation
Amount of the Preferred Securities if an event of default under the Trust
Agreement for the Trust has occurred and is continuing, will be entitled to
appoint, remove or replace the Property Trustee and/or the Delaware Trustee for
the Trust. In no event will the holders of the Preferred Securities have the
right to vote to appoint, remove or replace the Administrative Trustees; such
voting rights are vested exclusively in the holder of the Common Securities. The
duties and obligations of the Issuer Trustees are governed by the Trust
Agreement. MBNA will pay all fees and expenses related to the Trust and the
offering of the Preferred Securities and will pay, directly or indirectly, all
ongoing costs, expenses and liabilities of the Trust.

The principal executive office of the Trust is Wilmington, Delaware 19884
and its telephone number is (800) 362-6255.

THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF THE TRUST AGREEMENT IS A
DISCUSSION OF ALL MATERIAL TERMS OF THE TRUST AGREEMENT, BUT DOES NOT

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<PAGE> 37

PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
TRUST AGREEMENT WHICH HAS BEEN FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT
OF WHICH THIS PROSPECTUS IS A PART.

The business address of the Trust is c/o MBNA Corporation, Wilmington,
Delaware 19884, telephone number (800) 362-6255.

THE OFFER

REASON AND PURPOSE OF THE OFFER

On October 21, 1996, the Federal Reserve Board issued the Federal Reserve
Press Release announcing that certain cumulative preferred instruments, such as
the Preferred Securities, as Tier 1 Capital for purposes of the Federal Reserve
Board's capital guidelines for bank holding companies, subject to certain
limitations. The potential for such Tier 1 Capital treatment, together with
MBNA's ability to deduct, for income tax purposes, interest payable on the
Junior Subordinated Debentures, could provide MBNA with greater financial
flexibility and more cost-effective regulatory capital.

GENERAL

PARTICIPATION IN THE OFFER IS VOLUNTARY AND HOLDERS OF SERIES A PREFERRED
STOCK SHOULD CAREFULLY CONSIDER WHETHER TO ACCEPT. NONE OF MBNA, THE BOARD OF
DIRECTORS OF MBNA, THE TRUSTEES NOR THE TRUST MAKES ANY RECOMMENDATION TO
HOLDERS AS TO WHETHER TO EXCHANGE OR REFRAIN FROM EXCHANGING THEIR SERIES A
PREFERRED STOCK IN THE OFFER. HOLDERS OF SERIES A PREFERRED STOCK ARE URGED TO
CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT
ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. SEE "PRICE RANGE
OF SERIES A PREFERRED STOCK."

Unless the context requires otherwise, the term "Holder" with respect to
the Offer means (i) any person in whose name any shares of Series A Preferred
Stock are registered on the books of MBNA or (ii) any other person who has
obtained a properly completed stock power from the registered holder, or (iii)
any person whose Series A Preferred Stock are held of record by a Depository
Institution.

TERMS OF THE OFFER

Upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal, the Trust will exchange Preferred Securities for any and
all of the Series A Preferred Stock not owned by MBNA. The Offer will be
effected on a basis of one Preferred Security for each Preferred Share validly
tendered and accepted for exchange, as applicable. See " -- Procedures for
Tendering." In addition, in the event the record date for the next scheduled
dividend payment on the Series A Preferred Stock is after the Expiration Date,
MBNA will pay the MBNA Cash Payment Amount on such next scheduled dividend
payment date to each holder of Series A Preferred Stock whose shares are validly
tendered and accepted for exchange pursuant to the Offer. Upon the terms and
subject to the conditions set forth herein and in the Letter of Transmittal, the
Trust will accept shares of Series A Preferred Stock validly tendered and not
withdrawn prior to the Expiration Date and, unless the Offer has been withdrawn
or terminated, will deliver Preferred Securities in exchange therefor to
tendering Holders of Series A Preferred Stock as promptly as practicable
following the Expiration Date. The Trust expressly reserves the right, in its
sole discretion, to delay acceptance for exchange of Series A Preferred Stock
tendered under the Offer and the delivery of the Preferred Securities with
respect to the Series A Preferred Stock accepted for exchange (subject to Rules
13e-4 and 14e-1 under the Exchange Act, which require that MBNA and the Trust
consummate the Offer or return the Series A Preferred Stock deposited by or on
behalf of the Holders thereof promptly after the termination or withdrawal of
the Offer), or to amend, withdraw or terminate the Offer, at any time prior to
the Expiration Date for any of the reasons set forth in "-- Conditions to the
Offer" and "-- Expiration Date; Extensions; Amendments; Termination."

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<PAGE> 38

In all cases, except to the extent waived by the Trust, delivery of
Preferred Securities issued with respect to the Series A Preferred Stock
accepted for exchange pursuant to the Offer will be made only after timely
receipt by the Exchange Agent of Series A Preferred Stock (or confirmation of
book-entry transfer thereof), a properly completed and duly executed Letter of
Transmittal and any other documents required thereby.

As of the date of this Prospectus, there are 6,000,000 shares of Series A
Preferred Stock not owned by MBNA. This Prospectus, together with the applicable
Letter of Transmittal, is being sent to all registered Holders on or about the
date of this Prospectus. The Trust shall be deemed to have accepted validly
tendered Series A Preferred Stock (or defectively tendered Series A Preferred
Stock with respect to which the Trust has waived such defect) when, as and if
the Trust has given oral or written notice thereof to the Exchange Agent. The
Exchange Agent will act as agent for the tendering Holders for the purpose of
receiving Series A Preferred Stock from, and remitting Preferred Securities to,
tendering Holders who are participating in the Offer. Upon the terms and subject
to the conditions of the Offer, delivery of the Preferred Securities to
tendering Holders will be made as promptly as practicable following the
Expiration Date.

If any tendered shares of Series A Preferred Stock are not accepted for
exchange because of an invalid tender, the occurrence of certain other events
set forth herein or otherwise, unless otherwise requested by the Holder under
"Special Delivery Instructions" in the Letter of Transmittal, such Series A
Preferred Stock will be returned, without expense, to the tendering Holder
thereof, as promptly as practicable after the Expiration Date or the withdrawal
or termination of the Offer.

Holders of Series A Preferred Stock will not have any appraisal or
dissenters' rights under the Maryland General Corporation Law in connection with
the Offer. MBNA and the Trust intend to conduct the Offer in accordance with the
applicable requirements of the Exchange Act and the rules and regulations of the
Commission thereunder.

Holders who tender Series A Preferred Stock in the Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the Letter of Transmittal, transfer taxes with respect to the exchange of Series
A Preferred Stock pursuant to the Offer. See "Fees and Expenses; Transfer
Taxes."

Holders tendering Series A Preferred Stock held in global form shall
receive Preferred Securities in global form and Holders tendering Series A
Preferred Stock held directly in certificated form shall receive Preferred
Securities in certificated form, in each case unless otherwise specified in the
Letter of Transmittal.

CONDITIONS TO THE OFFER

Notwithstanding any other provisions of the Offer, or any extension of the
Offer, the Trust will not be required to deliver Preferred Securities in respect
of any properly tendered Series A Preferred Stock and may terminate the Offer by
oral or written notice to the Exchange Agent and the holders of the Series A
Preferred Stock, or, at its option, may modify or otherwise amend the Offer
(other than with respect to the Minimum Distribution Condition) with respect to
the Series A Preferred Stock if the condition in clause (a) below is not
satisfied at or prior to the Expiration Date or if any of the events specified
in clauses (b) through (d) occurs at or prior to the exchange date for the
Series A Preferred Stock:

(a) tenders by a sufficient number of holders of Series A Preferred
Stock to satisfy the Minimum Distribution Condition for the Offer;

(b) any action has been taken or threatened, or any statute, rule,
regulation, judgment, order, stay, decree or injunction has been
promulgated, enacted, entered, enforced or deemed applicable to the Offer,
by or before any court or governmental regulatory or administrative agency
or authority or tribunal, domestic or foreign, which (i) challenges the
making of the Offer, or might directly or indirectly prohibit, prevent,
restrict or delay consummation of the Offer, or otherwise and adversely
affects in any material manner the Offer or (ii) could materially adversely
affect the business, condition (financial or otherwise), income,
operations, properties, assets, liabilities or prospects of MBNA and its
subsidiaries, taken as a whole, or materially impair the contemplated
benefits of the Offer to MBNA, including any such action, statute, rule,
regulation, judgment, order, stay, decree or injunction which would
constitute a Special Event if it occurred after the Expiration Date;

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<PAGE> 39

(c) any event has occurred or is likely to occur affecting the
business or financial affairs of MBNA that would or might prohibit,
prevent, restrict or delay consummation of the Offer or that will, or is
reasonably likely to, materially impair the contemplated benefits of the
Offer or might be material to holders of Series A Preferred Stock in
deciding whether to accept the Offer; and

(d) any of the following events shall have occurred (i) any general
suspension of or limitation on trading in securities on the NYSE or in the
over-the-counter market (whether or not mandatory), (ii) any significant
adverse change in the price of the Series A Preferred Stock or in the
United States securities or financial markets, (iii) a material impairment
in the trading market for debt or equity securities on the NYSE or in the
over-the-counter market (whether or not mandatory), (iv) a declaration of a
banking moratorium or any suspension of payments in respect of banks by
federal or state authorities in the United States (whether or not
mandatory), (v) a commencement of a war, armed hostilities or other
national or international crisis directly or indirectly relating to the
United States, (vi) any limitation (whether or not mandatory) by any
governmental authority on, or other event having a reasonable likelihood of
affecting, the extension of credit by banks or other lending institutions
in the United States, or (vii) any significant adverse change in United
States securities or financial markets generally or in the case of any of
the foregoing existing at the time of the commencement of the Offer, a
material acceleration or worsening thereof.

The foregoing conditions are for the sole benefit of the Trust and, except
for the Minimum Distribution Condition, may be waived by the Trust, in whole or
in part, in their sole discretion. Any determination made by the Trust
concerning an event, development or circumstance described or referred to above
will be final and binding on all parties.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION

The Offer will expire on the Expiration Date. The Trust expressly reserves
the right, as to the Offer, in its sole discretion, subject to applicable law,
to (i) terminate the Offer, and not accept for exchange any Series A Preferred
Stock and promptly return such Series A Preferred Stock upon the failure of any
of the conditions specified above in "-- Conditions to the Offer," (ii) waive
any condition to the Offer (other than the Minimum Distribution Condition) and
accept all Series A Preferred Stock previously tendered pursuant to the Offer,
(iii) extend the Expiration Date of the Offer and retain all Series A Preferred
Stock tendered pursuant to the Offer until the Expiration Date, subject,
however, to all withdrawal rights of holders, see "-- Withdrawal of Tenders,"
(iv) amend the terms of the Offer, (v) modify the form of the consideration to
be paid pursuant to the Offer, or (vi) not accept for exchange the Series A
Preferred Stock at any time on or prior to the Expiration Date, for any reason,
including, without limitation, if fewer than 100,000 of the Series A Preferred
Stock would remain outstanding upon acceptance of those tendered (which
condition may be waived by the Trust). Any amendment applicable to the Offer
will apply to all Series A Preferred Stock tendered pursuant to the Offer.
During any extension of the Offer, all Series A Preferred Stock previously
tendered pursuant to the Offer and not withdrawn will remain subject to the
Offer.

If the Trust makes a material change in the terms of the Offer, the Trust
will extend the Offer. The minimum period for which the Offer must remain open
following material changes in the terms of the Offer or the information
concerning the Offer, other than a change in the amount of Series A Preferred
Stock sought for exchange or an increase or decrease in the consideration
offered to Holders of Series A Preferred Stock, will depend upon the facts and
circumstances, including the relative materiality of the change or information.
With respect to a decrease in the number of Series A Preferred Stock sought in
the Offer or an increase or decrease in the consideration offered to Holders of
the Series A Preferred Stock, if required, the Offer will remain open for a
minimum of ten (10) Business Days following public announcement of such change.
In the case of any amendment, withdrawal or termination of the Offer, a public
announcement will be issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date of the Offer.
If the Trust withdraws or terminates the Offer, it will give immediate notice to
the Exchange Agent, and the Series A Preferred Stock theretofore tendered
pursuant to the Offer will be returned promptly to the tendering Holders
thereof. See "-- Withdrawal of Tenders." In order to satisfy the NYSE listing

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<PAGE> 40

requirements, acceptance of Series A Preferred Stock validly tendered in the
Offer is subject to the Minimum Distribution Condition, which condition may not
be waived.

PROCEDURES FOR TENDERING

The tender of Series A Preferred Stock by a Holder thereof pursuant to one
of the procedures set forth below will constitute an agreement between such
Holder and the Trust in accordance with the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal and the Trust's right
to terminate or withdraw the Offer at any time for any reason.

EACH HOLDER OF SERIES A PREFERRED STOCK WISHING TO PARTICIPATE IN THE OFFER
MUST (I) PROPERLY COMPLETE AND SIGN THE LETTER OF TRANSMITTAL IN ACCORDANCE WITH
THE INSTRUCTIONS CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL (EXCEPT WHEN
AN AGENT'S MESSAGE IS APPROPRIATE AND UTILIZED), TOGETHER WITH ANY REQUIRED
SIGNATURE GUARANTEES, AND DELIVER THE SAME TO THE EXCHANGE AGENT AT ONE OF ITS
ADDRESSES SET FORTH ON THE BACK COVER PAGE HEREOF PRIOR TO THE EXPIRATION DATE
AND EITHER (A) CERTIFICATES FOR THE SERIES A PREFERRED STOCK MUST BE RECEIVED BY
THE EXCHANGE AGENT AT SUCH ADDRESS OR (B) SUCH SERIES A PREFERRED STOCK MUST BE
TRANSFERRED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED BELOW
AND A CONFIRMATION OF SUCH BOOK-ENTRY TRANSFER MUST BE RECEIVED BY THE EXCHANGE
AGENT, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR (II) COMPLY WITH THE
GUARANTEED DELIVERY PROCEDURES DESCRIBED BELOW. LETTERS OF TRANSMITTAL, SERIES A
PREFERRED STOCK AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE
EXCHANGE AGENT, NOT TO THE TRUST, MBNA, THE DEALER MANAGER OR THE INFORMATION
AGENT.

Special Procedure for Beneficial Owners. Any beneficial owner whose shares
of Series A Preferred Stock are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and who wishes to tender such
Series A Preferred Stock should contact such registered Holder promptly and
instruct such registered Holder to tender on such beneficial owner's behalf. If
such beneficial owner wishes to tender on its own behalf, such owner must, prior
to completing and executing the Letter of Transmittal and delivering its Series
A Preferred Stock, either make appropriate arrangements to register ownership of
the Series A Preferred Stock in such owner's name or obtain a properly completed
stock power from the registered Holder. The transfer of registered ownership may
take considerable time and may not be able to be completed prior to the
Expiration Date.

THE METHOD OF DELIVERY OF SERIES A PREFERRED STOCK AND ALL OTHER DOCUMENTS
IS AT THE ELECTION AND RISK OF THE HOLDER. IF SENT BY MAIL, IT IS RECOMMENDED
THAT (1) REGISTERED MAIL, RETURN RECEIPT REQUEST, BE USED, (2) INSURANCE BE
OBTAINED, AND (3) THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION
DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE.

Signature Guarantees. If tendered shares of Series A Preferred Stock are
registered in the name of the signer of the Letter of Transmittal and the
Preferred Securities to be issued in exchange therefor are to be issued (and any
untendered Series A Preferred Stock are to be reissued) in the name of the
registered Holder, the signature of such signer need not be guaranteed. If the
tendered shares of Series A Preferred Stock are registered in the name of
someone other than the signer of the Letter of Transmittal, or if Preferred
Securities issued in exchange therefor are to be issued in the name of any
person other than the signer of the Letter of Transmittal, such tendered Series
A Preferred Stock must be endorsed or accompanied by written instructions of
transfer in form satisfactory to the Trust and duly executed by the registered
Holder, and the signature on the endorsement or instrument of transfer must be
guaranteed by a financial institution (including most banks, savings and loans
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program or the Stock Exchange Medallion Program (any
of the foregoing hereinafter referred to as

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<PAGE> 41

an "Eligible Institution"). If the Preferred Securities and/or the shares of
Series A Preferred Stock are not exchanged or are to be delivered to an address
other than that of the registered Holder appearing on the register for the
Series A Preferred Stock, the signature in the Letter of Transmittal must be
guaranteed by an Eligible Institution.

Book-Entry Transfer. The Trust understands that the Exchange Agent will
make a request promptly after the date of this Prospectus to establish accounts
with respect to the Series A Preferred Stock at a Depository Institution for the
purpose of facilitating the Offer, and subject to the establishment thereof, any
financial institution that is a participant in a Depository Institution's system
may make book-entry delivery of Series A Preferred Stock by causing the
Depository Institution to transfer such Series A Preferred Stock into the
Exchange Agent's account with respect to the Series A Preferred Stock in
accordance with such Depository Institution's Automated Tender Offer Program
("ATOP") procedures for such book-entry transfers. However, the exchange for the
Series A Preferred Stock so tendered will only be made after timely confirmation
(a "Book-Entry Confirmation") of such Book-Entry Transfer of Series A Preferred
Stock into the Exchange Agent's account, and timely receipt by the Exchange
Agent of an Agent's Message (as such term is defined in the next paragraph) and
any other documents required by the Letter of Transmittal.

The term "Agent's Message" means a message, transmitted by a Depository
Institution and received by the Exchange Agent and forming a part of a
Book-Entry Confirmation, which states that such Depository Institution has
received an express acknowledgment from such participant tendering Series A
Preferred Stock that is the subject to such Book-Entry Confirmation, that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal, and that the Trust may enforce such agreement against such
participant.

Guaranteed Delivery. If a Holder desires to participate in the Offer and
time will not permit a Letter of Transmittal or Series A Preferred Stock to
reach the Exchange Agent before the Expiration Date or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected if the Exchange Agent has received at one of its addresses on the back
cover page hereof prior to the Expiration Date, a letter, telegram or facsimile
transmission from an Eligible Institution setting forth the name and address of
the tendering Holder, the name(s) in which the shares of Series A Preferred
Stock are registered and, if the shares of Series A Preferred Stock are held in
certificated form, the certificate numbers of the Series A Preferred Stock to be
tendered, and stating that the tender is being made thereby and guaranteeing
that within three NYSE trading days after the date of execution of such letter,
telegram or facsimile transmission by the Eligible Institution, the Series A
Preferred Stock in proper form for transfer, together with a properly completed
and duly executed Letter of Transmittal (and any other required documents), or,
in the case of a Depository Institution, an Agent's Message, will be delivered
by such Eligible Institution. Unless the Series A Preferred Stock being tendered
by the above-described method are deposited with the Exchange Agent within the
time period set forth above (accompanied or preceded by a properly completed
Letter of Transmittal and any other required documents) or, in the case of a
Depository Institution, in accordance with such Depository Institution's ATOP
procedures (along with a Letter of Transmittal or an Agent's Message) is
received, the Trust may, at its option, reject the tender. In addition to the
copy being transmitted herewith, copies of a Notice of Guaranteed Delivery which
may be used by Eligible Institutions for the purposes described in this
paragraph are available from the Exchange Agent and the Information Agent.

Miscellaneous. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for exchange of any tender of Series
A Preferred Stock will be determined by the Trust, whose determination will be
final and binding. The Trust reserves the absolute right to reject any or all
tenders not in proper form or the acceptance for exchange of which may, in the
opinion of the Trust's counsel, be unlawful. The Trust also reserves the
absolute right to waive any defect or irregularity in the tender of any Series A
Preferred Stock, and the Trust's interpretation of the terms and conditions of
the Offer (including the instructions in the applicable Letter of Transmittal)
will be final and binding. None of the Trust, MBNA, the Exchange Agent, the
Dealer Manager, the Information Agent or any other person will be under any duty
to give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.

34
<PAGE> 42

Tenders of Series A Preferred Stock involving any irregularities will not
be deemed to have been made until such irregularities have been cured or waived.
Series A Preferred Stock received by the Exchange Agent that are not validly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Exchange Agent to the tendering Holder (or in the case of
Series A Preferred Stock tendered by book-entry transfer into the Exchange
Agent's account at a Depository Institution, such Series A Preferred Stock will
be credited to an account maintained at the Depository Institution designated by
the participant therein who so delivered such Series A Preferred Stock), unless
otherwise requested by the Holder in the Letter of Transmittal, as promptly as
practicable after the Expiration Date or the withdrawal or termination of the
Offer.

LETTER OF TRANSMITTAL

The Letter of Transmittal contains, among other things, the following terms
and conditions, which are part of the Offer. The party tendering the Series A
Preferred Stock for exchange (the "Transferor") exchanges, assigns and transfers
the Series A Preferred Stock to the Trust, and irrevocably constitutes and
appoints the Exchange Agent as the Transferor's agent and attorney-in-fact to
cause such Series A Preferred Stock to be assigned, transferred and exchanged.
The Transferor represents and warrants that it has full power and authority to
tender, exchange, assign and transfer such Series A Preferred Stock and to
acquire Preferred Securities issuable upon the exchange of such tendered Series
A Preferred Stock and that, when such Transferor's shares of Series A Preferred
Stock are accepted for exchange, the Trust will acquire good and unencumbered
title to such tendered Series A Preferred Stock, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim. The
Transferor also warrants that it will, upon request, execute and deliver any
additional documents deemed by the Trust to be necessary or desirable to
complete the exchange, assignment and transfer of tendered Series A Preferred
Stock or transfer ownership of such Series A Preferred Stock on the account
books maintained by the Depository Institution. All authority conferred by the
Transferor will survive the death, bankruptcy or incapacity of the Transferor
and every obligation of the Transferor shall be binding upon the heirs, legal
representatives, successors, assigns, executors and administrators of such
Transferor.

WITHDRAWAL OF TENDERS

Tenders of Series A Preferred Stock pursuant to the Offer may be withdrawn
at any time prior to the Expiration Date and, unless accepted for exchange by
the Trust, may be withdrawn at any time after 40 Business Days after the date of
this Prospectus.

To be effective, a written notice of withdrawal delivered by mail, hand
delivery or facsimile transmission must be timely received by the Exchange Agent
at one of its addresses set forth on the back cover page hereof. The method of
notification is at the risk and election of the Holder. Any such notice of
withdrawal must specify (i) the Holder named in the Letter of Transmittal as
having tendered Series A Preferred Stock to be withdrawn, (ii) if the shares of
Series A Preferred Stock are held in certificated form, the certificate numbers
of the Series A Preferred Stock to be withdrawn, (iii) that such Holder is
withdrawing his election to have such Series A Preferred Stock exchanged and
(iv) the name of the registered Holder of such Series A Preferred Stock. In
addition, the notice of withdrawal must be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to the
Trust that the person withdrawing the tender has succeeded to the beneficial
ownership of the Series A Preferred Stock being withdrawn. The Exchange Agent
will return the properly withdrawn Series A Preferred Stock promptly following
receipt of notice of withdrawal. If shares of Series A Preferred Stock have been
tendered pursuant to the procedure for book-entry transfer, any notice of
withdrawal must specify the name and number of the account at a Depository
Institution to be credited with the withdrawn Series A Preferred Stock and
otherwise comply with such Depository Institution procedures. All questions as
to the validity of notice of withdrawal, including time of receipt, will be
determined by the Trust, and such determination will be final and binding on all
parties. Withdrawals of tenders of Series A Preferred Stock may not be rescinded
and any Series A Preferred Stock withdrawn will thereafter be deemed not validly
tendered for purposes of the Offer. Properly withdrawn Series A Preferred Stock,
however, may be

35
<PAGE> 43

retendered by following the procedures therefor described elsewhere herein at
any time prior to the Expiration Date. See "-- Procedures for Tendering."

Upon the terms and subject to the conditions of the Offer, including the
Minimum Distribution Condition, the Trust will accept for exchange any and all
Series A Preferred Stock that have been validly tendered and not withdrawn prior
to the Expiration Date.

The Trust expressly reserves the right, in its sole discretion, to delay
acceptance for exchange of Series A Preferred Stock tendered under the Offer and
the delivery of the Preferred Securities with respect to the Series A Preferred
Stock accepted for exchange (subject to Rules 13e-4 and 14e-1 under the Exchange
Act, which require that MBNA and the Trust consummate the Offer or return the
Series A Preferred Stock deposited by or on behalf of the Holders thereof
promptly after the termination or withdrawal of the Offer), or to amend,
withdraw or terminate the Offer, at any time prior to the Expiration Date for
any of the reasons set forth in "-- Conditions to the Offer" and "-- Expiration
Date; Extensions; Amendments; Termination."

If the Trust decides, in its sole discretion, to decrease the number of
shares of Series A Preferred Stock sought in the Offer or to increase or
decrease the consideration offered to Holders of Series A Preferred Stock, and
if the Offer is scheduled to expire less than ten (10) Business Days from and
including the date that notice of such increase or decrease is first published,
sent or given in the manner specified in "-- Expiration Date; Extensions;
Amendments; Termination," then the Offer will be extended for a minimum of ten
(10) Business Days from and including the date of such notice.

All Series A Preferred Stock not accepted pursuant to the Offer will be
returned to the tendering Holders at the Trust's expense as promptly as
practicable following the Expiration Date.

36
<PAGE> 44

EXCHANGE AGENT AND INFORMATION AGENT

The Bank of New York has been appointed as Exchange Agent for the Offer.

The Exchange Agent is:
THE BANK OF NEW YORK

<TABLE>
<S> <C>
By Hand or Overnight Courier: By Mail (Registered or
The Bank of New York Certified Mail Recommended):
Tender & Exchange Department The Bank of New York
101 Barclay Street Tender & Exchange Department
Receive and Deliver Window P.O. Box 11248
New York, New York 10286 Church Street Station
New York, New York 10286-1248
</TABLE>

By Facsimile:
(For Eligible Institutions Only)

(212) 815-6213

Confirm Receipt by Telephone:

(800) 507-9357

Morrow & Co., Inc. has been retained as the Information Agent to assist in
connection with the Offer. Questions and requests for assistance regarding the
Offer, requests for additional copies of this Prospectus, the Letter of
Transmittal and requests for Notice of Guaranteed Delivery may be directed to
the Information Agent.

The Information Agent is:

MORROW & CO., INC.

909 Third Avenue

20th Floor

New York, New York 10022

(212) 754-8000

(800) 566-9061 (Toll-Free)

Banks and Brokerage Firms, Please Call:

(800) 662-5200 (Toll-Free)

MBNA will pay the Exchange Agent and Information Agent reasonable and
customary fees for their services and will reimburse them for all their
reasonable out-of-pocket expenses in connection therewith.

37
<PAGE> 45

DEALER MANAGER; SOLICITING DEALERS

Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Manager, has
agreed to solicit exchanges of Series A Preferred Stock for Preferred
Securities. The maximum fee payable by MBNA to the Dealer Manager is
approximately $750,000 plus any amount that the Dealer Manager may be entitled
to pursuant to the next paragraph. MBNA will also reimburse the Dealer Manager
for certain reasonable out-of-pocket expenses in connection with the Offer and
will indemnify the Dealer Manager against certain liabilities, including
liabilities under the Securities Act. The Dealer Manager engages in transactions
with, and from time to time has performed services for, MBNA, including acting
as underwriter for the issuance of the Series A Preferred Stock.

MBNA will pay to a Soliciting Dealer a solicitation fee of $0.50 per share
of Series A Preferred Stock ($0.25 per share of Series A Preferred Stock with
respect to the solicitation of beneficial holders of 10,000 or more shares)
validly tendered and accepted for exchange pursuant to the Offer. As used in
this Prospectus, "Soliciting Dealer" includes (i) any broker or dealer in
securities, including the Dealer Manager in its capacity as a broker or dealer,
who is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or
dealer not eligible for membership in the NASD who agrees to conform to the
NASD's Rules of Fair Practice in soliciting tenders outside the United States to
the same extent as though it were an NASD member, or (iii) any bank or trust
company, any one of whom has solicited and obtained a tender pursuant to the
Offer. No solicitation fee shall be payable to a Soliciting Dealer with respect
to the tender of shares of Series A Preferred Stock by the Holder unless the
Letter of Transmittal accompanying such tender designates such Soliciting Dealer
as such in the box captioned "Solicited Tenders."

Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including this Prospectus and the Letter of Transmittal,
and tendering Series A Preferred Stock as directed by beneficial owners thereof.
No Soliciting Dealer is required to make any recommendation to holders of Series
A Preferred Stock as to whether to tender or refrain from tendering in the
Offer. No assumption is made, in making payment to any Soliciting Dealer, that
its activities in connection with the Offer included any activities other than
those described above, and for all purposes in connection with the Offer
included any activities other than those described above, and for all purposes
noted in all materials relating to the Offer, the term "solicit" shall be deemed
to mean no more than "processing shares tendered" or "forwarding to customers
materials regarding the Offer."

If tendered shares of Series A Preferred Stock are being delivered by
book-entry transfer made to an account maintained by the Exchange Agent with
Depository Institutions, the Soliciting Dealer must return a Notice of Solicited
Tenders (included in the materials provided to brokers and dealers) to the
Exchange Agent within three trading days after the Expiration Date in order to
receive a solicitation fee. No solicitation fee shall be payable to a Soliciting
Dealer in respect of shares of Series A Preferred Stock (i) beneficially owned
by such Soliciting Dealer or (ii) registered in the name of such Administrative
Dealer unless such shares of Series A Preferred Stock are being held by such
Soliciting Dealer as nominee and such shares of Series A Preferred Stock are
being tendered for the benefit of one or more beneficial owners identified on
the Letter of Transmittal or the Notice of Solicited Tenders. No solicitation
fee shall be payable to the Soliciting Dealer with respect to the tender of
Series A Preferred Stock by the Holder of record, for the benefit of the
beneficial owner, unless the beneficial owner has designated such Soliciting
Dealer.

No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering Holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of MBNA, the Trust, the
Trustees, the Exchange Agent, the Information Agent or the Dealer Manager for
purposes of the Offer.

Other than as described above, MBNA will not pay any solicitation fees to
any broker, dealer, bank, trust company or other person for any Series A
Preferred Stock exchanged in connection with the Offer. MBNA will reimburse such
persons for customary handling and mailing expenses incurred in connection with
the Offer.

38
<PAGE> 46

LISTING AND TRADING OF PREFERRED SECURITIES
AND SERIES A PREFERRED STOCK

The Preferred Securities constitute a new issue of securities of the Trust
with no established trading market. While application will be made to list the
Preferred Securities on the NYSE, there can be no assurance that an active
market for the Preferred Securities will develop or be sustained in the future
on such exchange. Although the Dealer Manager has indicated to the Trust that it
intends to make a market in the Preferred Securities following the Expiration
Date as permitted by applicable laws and regulations prior to the commencement
of trading on the NYSE, it is not obligated to do so and may discontinue any
such market-making at any time without notice. Accordingly, no assurance can be
given as to the liquidity of, or trading markets for, the Preferred Securities.
In order to satisfy the NYSE listing requirements, acceptance of Series A
Preferred Stock validly tendered in the Offer is subject to the Minimum
Distribution Condition, which condition may not be waived.

To the extent that a certain number of shares of Series A Preferred Stock
are tendered and accepted in the Offer and/or the number of holders of Series A
Preferred Stock is reduced to below certain levels, MBNA, pursuant to NYSE rules
and regulations, would be required to delist the Series A Preferred Stock from
the NYSE, and the trading market for untendered Series A Preferred Stock could
be adversely affected. Although the possibility exists that the Series A
Preferred Stock may be delisted from the NYSE, MBNA does not believe that the
Offer is likely to cause the Series A Preferred Stock to be delisted from the
NYSE. However, following the Expiration Date, and in accordance with and subject
to applicable law, MBNA may from time to time acquire Series A Preferred Stock
in the open market, by tender offer, subsequent exchange offer or otherwise.
MBNA's decision to make such acquisitions is dependent on many factors,
including market conditions in effect at the time of any contemplated
acquisition. Accordingly, MBNA cannot predict whether and to what extent it may
acquire any additional Series A Preferred Stock and the consideration to be paid
therefor. In addition, if the Offer is substantially subscribed, there would be
a significant risk that round lot holdings of Series A Preferred Stock
outstanding following the Offer would be limited. See "Risk Factors and Special
Considerations Relating to the Offer -- Lack of Established Trading Market for
Preferred Securities" and " -- Reduced Trading Market for Series A Preferred
Stock."

TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OFFER

Except as described herein, there are no contracts, arrangements,
understandings or relationships in connection with the Offer between MBNA or any
of its directors or executive officers, the Trust or the Trustees and any person
with respect to any securities of MBNA or the Trust, including the Junior
Subordinated Debentures, the Series A Preferred Stock and the Preferred
Securities.

FEES AND EXPENSES; TRANSFER TAXES

The expenses of soliciting tenders of the Series A Preferred Stock will be
borne by MBNA. For compensation to be paid to the Dealer Manager and Soliciting
Dealers, see "The Exchange Agent and Information Agent -- Dealer Manager;
Soliciting Dealers." The total cash expenditures to be incurred in connection
with the Offer, other than fees payable to the Dealer Manager and Soliciting
Dealers, but including the expenses of the Dealer Manager, printing, accounting
and legal fees, and the fees and expenses of the Exchange Agent, the Information
Agent, the Property Trustee and the Delaware Trustee, are estimated to be
approximately $250,000. MBNA will pay all transfer taxes, if any, applicable to
the exchange of Series A Preferred Stock pursuant to the Offer. If, however,
certificates representing Preferred Securities or Series A Preferred Stock not
tendered or accepted for exchange are to be delivered to, or are to be issued in
the name of, any person other than the registered holder of the Series A
Preferred Stock tendered or if a transfer tax is imposed for any reason other
than the exchange of Series A Preferred Stock pursuant to the Offer, then the
amount of any such transfer taxes (whether imposed on the registered Holder or
any other persons) will be payable by the tendering Holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted with
the Letter of Transmittal, the amount of such transfer taxes will be billed
directly to such tendering Holder.

39
<PAGE> 47

PRICE RANGE OF SERIES A PREFERRED STOCK

The shares of Series A Preferred Stock are listed and principally traded on
the NYSE. The following table sets forth, for each period shown, the high and
low sales prices of the Series A Preferred Stock as reported on the NYSE
Composite Tape. The shares of Series A Preferred Stock were issued on November
14, 1995. For recent closing prices of the Series A Preferred Stock, see the
cover page of this Prospectus.

<TABLE>
<CAPTION>
SERIES A PREFERRED STOCK
--------------------------------------
DIVIDENDS DECLARED
HIGH LOW PER PREFERRED SHARE
------ ------ -------------------
<S> <C> <C> <C>
1996
1st Quarter............................. $25.13 $24.13 $.46875
2nd Quarter............................. 25.00 23.88 .46875
3rd Quarter............................. 24.63 24.00 .46875
4th Quarter............................. 26.75 24.38 .46875
</TABLE>

DESCRIPTION OF THE PREFERRED SECURITIES

Pursuant to the terms of the Trust Agreement for the Trust, the Trustees on
behalf of the Trust will issue the Preferred Securities and the Common
Securities. The Preferred Securities will represent beneficial ownership
interests in the assets of the Trust and the holders thereof will be entitled to
a preference in certain circumstances with respect to Distributions and amounts
payable on redemption or liquidation over the Common Securities of such Trust,
as well as other benefits as described in the Trust Agreement. The summary of
certain provisions of the Preferred Securities and Trust Agreement, which
summarizes the material terms thereof, does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all the provisions
of the Trust Agreement, including the definitions therein of certain terms, and
the Trust Indenture Act, to each of which is hereby made. Wherever particular
defined terms of the Trust Agreement (as amended or supplemented from time to
time) are referred to herein, such defined terms are incorporated herein or
therein by reference. The form of the Trust Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.

GENERAL

The Preferred Securities of the Trust will rank pari passu, and payments
will be made thereon pro rata, with the Common Securities of the Trust except as
described under "-- Subordination of Common Securities." Legal title to the
Junior Subordinated Debentures will be held by the Property Trustee in trust for
the benefit of the holders of the Preferred Securities and Common Securities.
The guarantee agreement executed by MBNA for the benefit of the holders of the
Trust Securities will be a guarantee on a subordinated basis with respect to the
Trust Securities but will not guarantee payment of Distributions or amounts
payable on redemption or liquidation of such Trust Securities when the Trust
does not have funds on hand available to make such payments. See "Description of
Guarantee."

DISTRIBUTIONS

Distributions on the Preferred Securities will be cumulative, will
accumulate from the date of original issuance and will be payable the 15th day
of January, April, July and October of each year, commencing April 15, 1997. In
the event that any date on which Distributions are payable on the Preferred
Securities is not a Business Day (as defined below), payment of the Distribution
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect to any such delay)
except that, if such Business Day is in the next succeeding calendar year,
payment of such Distribution shall be made on the immediately preceding Business
Day, in either case with the same force and effect as if made on such date (each
date on which Distributions are payable in accordance with the foregoing, a
"Distribution Date"). A "Business Day" shall mean any day other than a Saturday
or a Sunday, or a day on which banking institutions in the City of New York are
authorized or required by law or executive order to

40
<PAGE> 48

remain closed or a day on which the corporate trust office of the Property
Trustee or the Debenture Trustee is closed for business.

The Preferred Securities represent beneficial ownership interests in the
asset of Trust, and the Distributions on each Preferred Security will be payable
at a rate per annum of 8.25% of the stated liquidation amount of $25 per
Preferred Security. Distributions in arrears for more than one quarter will bear
interest thereon at the rate per annum of 8.25% compounded quarterly. The amount
of Distributions payable for any period will be computed on the basis of a
360-day year of twelve 30-day months. The term "Distributions" as used herein
includes any such additional Distributions unless otherwise stated.

MBNA has the right under the Indenture to defer the payment of interest at
any time or from time to time on the Junior Subordinated Debentures for up to 20
consecutive quarterly interest payment periods, provided that no Extension
Period may extend beyond the Stated Maturity of the Junior Subordinated
Debentures. As a consequence of any such deferral, Distributions on the
Preferred Securities would be deferred (but would continue to accumulate
additional Distributions thereon at a rate per annum of 8.25% of the liquidation
amount of $25 per Preferred Security during any such Extension Period. During
such Extension Period, MBNA may not, and may not permit any subsidiary of MBNA
to, (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the MBNA's capital
stock, (ii) make any payment of principal, interest or premium, if any, on or
repay, repurchase or redeem any debt securities of MBNA (including other series
of junior subordinated debentures) that rank pari passu with or junior in
interest to the Junior Subordinated Debentures or (iii) make any guarantee
payments with respect to any guarantee by MBNA of debt securities of any
subsidiary of MBNA if such guarantee ranks pari passu with or junior in interest
to the Junior Subordinated Debentures, including its guarantees of the Series A
Capital Securities and the Series B Capital Securities issued by subsidiary
trusts (other than (a) dividends or distributions in capital stock of MBNA, (b)
any declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future or the redemption or repurchase of any such rights pursuant thereto, (c)
payments under the Guarantee and (d) purchases of common stock related to the
issuance of common stock or rights under any of the MBNA's benefit plans for its
directors, officers or employees related to the issuance of common stock or
rights under a dividend reinvestment and stock purchase plan, or related to the
issuance of common stock (or securities convertible into or exchangeable for
common stock) as consideration in an acquisition transaction that was entered
into prior to the commencement of such Extension Period).

The revenue of the Trust available for distribution to holders of its
Preferred Securities will be limited to payments under the Junior Subordinated
Debentures in which the Trust will invest the proceeds from the issuance and
sale of its Trust Securities. See "Description of the Junior Subordinated
Debentures." If MBNA does not make interest payments on such Junior Subordinated
Debentures, the Property Trustee will not have funds available to pay
Distributions on the Preferred Securities. The payment of Distributions (if and
to the extent the Trust has funds legally available for the payment of such
Distributions and cash sufficient to make such payments) is guaranteed by MBNA
on the basis set forth herein under "Description of Guarantee."

Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the register of the Trust on the relevant record
dates, which shall be the last day of the month prior to the Distribution
Payment date.

REDEMPTION OR EXCHANGE

Mandatory Redemption. Upon the repayment or redemption, in whole or in
part, of any Junior Subordinated Debentures, whether at maturity or upon earlier
redemption as provided in the Indenture, the proceeds from such repayment or
redemption shall be applied by the Property Trustee to redeem a Like Amount (as
defined below) of the Trust Securities, upon not less than 30 nor more than 60
days notice. See "Description of the Junior Subordinated
Debentures -- Redemption." If less than all Junior Subordinated Debentures are
to be repaid or redeemed on a Redemption Date, then the proceeds from such
repayment or redemption shall be allocated to the redemption pro rata of the
Preferred Securities and the Common Securities.

41
<PAGE> 49

MBNA will have the right to redeem the Junior Subordinated Debentures (i)
on or after January 15, 2002, in whole at any time or in part from time to time
at the Optional Prepayment Price or (ii) at any time, in whole (but not in
part), upon the occurrence of a Special Event at the Special Event Prepayment
Price, subject to receipt of prior approval by the Federal Reserve if then
required under applicable capital guidelines or policies.

In the case of a redemption following a Special Event as described under
(ii) above, the Special Event Prepayment Price shall equal (i) 106.0% of the
principal amount of the Junior Subordinated Debentures if prepaid during the
period commencing on the Accrual Date through and including January 14, 1998,
and (ii) the percentage of the principal amount of the Junior Subordinated
Debentures specified below, if prepaid during the 12-month period beginning
January 15th of the redemption period indicated below plus in each case, accrued
and unpaid interest thereon to the date of prepayment:

<TABLE>
<CAPTION>
REDEMPTION PERIOD PERCENTAGE
- ---------------------------------------- ----------
<S> <C>
January 15, 1998 - January 14, 1999..... 104.5%
----------
January 15, 1999 - January 14, 2000..... 103.0
----------
January 15, 2000 - January 14, 2001..... 101.5
----------
January 15, 2001 and thereafter......... 100.0
</TABLE>

Following such redemption all Trust Securities shall be redeemed by the Trust at
a redemption price equal to the Special Event Prepayment Price.

A "Special Event" means a Tax Event or a Capital Treatment Event, as the
case may be.

Distribution of Junior Subordinated Debentures. Subject to MBNA having
received prior approval of the Federal Reserve to do so if then required under
applicable capital guidelines or policies of the Federal Reserve, MBNA has the
right at any time to liquidate the Trust and, after satisfaction of the
liabilities of creditors of the Trust as provided by applicable law, cause such
Junior Subordinated Debentures to be distributed to the holders of the Preferred
Securities and Common Securities in exchange therefor upon liquidation of the
Trust.

42
<PAGE> 50

Special Event Redemption. If a Tax Event or Capital Treatment Event in
respect of the Preferred Securities and Common Securities shall occur and be
continuing, MBNA has the right to redeem the Junior Subordinated Debentures in
whole (but not in part) and thereby cause a mandatory redemption of the
Preferred Securities and Common Securities in whole (but not in part) at the
Redemption Price within 90 days following the occurrence of such Tax Event or
Capital Treatment Event. In the event a Tax Event or Capital Treatment Event in
respect of the Preferred Securities and Common Securities has occurred and is
continuing and MBNA does not elect to redeem the Junior Subordinated Debentures
and thereby cause a mandatory redemption of such Preferred Securities and Common
Securities or to liquidate the Trust and cause the Junior Subordinated
Debentures to be distributed to holders of the Preferred Securities and Common
Securities in exchange therefor upon liquidation of the Trust as described
above, the Preferred Securities will remain outstanding.

"Like Amount" means (i) with respect to a redemption of the Trust
Securities having a Liquidation Amount (as defined below) equal to that portion
of the principal amount of Junior Subordinated Debentures to be
contemporaneously redeemed in accordance with the Indenture, allocated to the
Common Securities and to the Preferred Securities pro rata based upon the
relative Liquidation Amounts of such classes and the proceeds of which will be
used to pay the Redemption Price of such Trust Securities, and (ii) with respect
to a distribution of Junior Subordinated Debentures to holders of Trust
Securities in exchange therefor in connection with a dissolution or liquidation
of the Trust, Junior Subordinated Debentures having a principal amount equal to
the Liquidation Amount of the Trust Securities of the holder to whom such Junior
Subordinated Debentures would be distributed.

"Liquidation Amount" means the stated amount of $25 per Trust Security.

After the liquidation date fixed for any distribution of Junior
Subordinated Debentures for Preferred Securities (i) such Preferred Securities
will no longer be deemed to be outstanding, (ii) the depository or its nominee,
as the record holder of such Preferred Securities, will receive a registered
global certificate or certificates representing the Junior Subordinated
Debentures to be delivered upon such distribution and (iii) any certificates
representing such Preferred Securities not held by the Depository or its nominee
will be deemed to represent the Junior Subordinated Debentures having a
principal amount equal to the stated Liquidation Amount of such Preferred
Securities, and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Distributions on such Preferred Securities until such
certificates are presented to the Administrative Trustees or their agent for
transfer or reissuance.

Possible Tax Law Changes. Legislation was proposed by the United States
Department of the Treasury on February 6, 1997, as part of President Clinton's
Fiscal 1998 Budget Proposal (the "Proposed Legislation") that contained a
provision which generally would deny the interest deduction for interest paid or
accrued on an instrument issued by a corporation that has a weighted average
maturity of more than 40 years. The Proposed Legislation also contains a
provision which generally would deny an interest deduction for interest paid or
accrued on an instrument issued by a corporation that (i) has a maximum term of
more than 15 years and (ii) is not shown as indebtedness on the separate balance
sheet of the issuer or, where the instrument is issued to a related party (other
than a corporation), where the holder or some other related party issues a
related instrument that is not shown as indebtedness on the issuer's
consolidated balance sheet. For purposes of determining the weighted average
maturity or the term of an instrument, any right to extend the maturity of such
instrument would be treated as exercised. The above-described provisions were
proposed to be effective generally for instruments issued on or after the date
of the first Congressional committee action on the Proposed Legislation (as of
February 24, 1997, no Congressional committee action has been taken on the
Proposed Legislation). If either provision were to apply to the Junior
Subordinated Debentures, MBNA would not be able to deduct the interest on the
Junior Subordinated Debentures. There can be no assurance that the Proposed
Legislation or future legislative or administrative proposals or final
legislation will not adversely affect the ability of MBNA to deduct interest on
the Junior Subordinated Debentures or otherwise affect the tax treatment of the
transactions described herein. If enacted such a change could give rise to a Tax
Event, which would permit MBNA, upon approval of the Federal Reserve if then
required under applicable guidelines or policies to cause a redemption of the
Preferred Securities as described more fully under "Description of the Preferred
Securities -- Redemption or Exchange."

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REDEMPTION PROCEDURES

Preferred Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the applicable proceeds from the contemporaneous
redemption of the Junior Subordinated Debentures. Redemptions of the Preferred
Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds on hand available
for the payment of such Redemption Price. See also "-- Subordination of Common
Securities."

If the Trust gives a notice of redemption in respect of its Preferred
Securities, then, by 12:00 noon, New York City time, on the Redemption Date, to
the extent funds are available, the Property Trustee will deposit irrevocably
with the depository funds sufficient to pay the applicable Redemption Price and
will give the Depository irrevocable instructions and authority to pay the
Redemption Price to the holders of such Preferred Securities. With respect to
Preferred Securities in certificate form, the Property Trustee, to the extent
funds are available, will irrevocably deposit with the paying agent for such
Preferred Securities funds sufficient to pay the Redemption Price and will give
such paying agent irrevocable instructions and authority to pay the Redemption
Price to the holders thereof upon surrender of their certificates evidencing
such Preferred Securities. Notwithstanding the foregoing, Distributions payable
on or prior to the Redemption Date for any Preferred Securities called for
redemption shall be payable to the holders of such Preferred Securities on the
relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of the holders of such Preferred Securities so
called for redemption will cease, except the right of the holders of such
Preferred Securities to receive the Redemption Price, but without interest on
such Redemption Price, and such Preferred Securities will cease to be
outstanding. In the event that any date fixed for redemption of Preferred
Securities is not a Business Day, then payment of the Redemption Price payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay), except
that, if such Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Business Day. In the event that payment of the
Redemption Price in respect of Preferred Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by MBNA
pursuant to the Guarantee as described under "Description of Guarantee,"
Distributions on such Preferred Securities will continue to accrue at a rate of
8.25% of the Liquidation Amount of $25 per Preferred Security, from the
Redemption Date originally established by the Trust for such Preferred
Securities to the date such Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.

Subject to applicable law (including, without limitation, United States
federal securities law), MBNA or its subsidiaries may at any time and from time
to time purchase outstanding Preferred Securities by tender, in the open market
or by private agreement.

If less than all of the Preferred Securities and Common Securities issued
by the Trust are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of such Preferred Securities and Common Securities to be
redeemed shall be allocated pro rata to the Preferred Securities and the Common
Securities based upon the relative Liquidation Amounts of such classes. The
particular Preferred Securities to be redeemed shall be selected on a pro rata
basis not more than 60 days prior to the Redemption Date by the Property Trustee
from the outstanding Preferred Securities not previously called for redemption,
by such method as the Property Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal to $25 or an
integral multiple of $25 in excess thereof) of the Liquidation Amount of
Preferred Securities of a denomination larger than $25. The Property Trustee
shall promptly notify the trust registrar in writing of the Preferred Securities
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of each Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the aggregate Liquidation Amount of Preferred Securities which
has been or is to be redeemed. Unless the Trust defaults in payment of the
Redemption Price, on and after the Redemption Date additional Distributions will
cease to accumulate on such Preferred Securities or portions thereof called for
redemption.

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Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of Trust Securities to be
redeemed at its registered address.

SUBORDINATION OF COMMON SECURITIES

Payment of Distributions on, and the Redemption Price of, the Trust's
Preferred Securities and Common Securities, as applicable, shall be made pro
rata based on the Liquidation Amount of such Preferred Securities and Common
Securities; provided, however, that if on any Distribution Date or Redemption
Date a Debenture Event of Default shall have occurred and be continuing, no
payment of any Distribution on, or Redemption Price of, any of the Common
Securities, and no other payment on account of the redemption, liquidation or
other acquisition of such Common Securities shall be made unless payment in full
in cash of all accumulated and unpaid Distributions on all of the Trust's
outstanding Preferred Securities for all Distribution periods terminating on or
prior thereto or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all of the Trust's outstanding Preferred Securities
then called for redemption shall have been made or provided for, and all funds
available to the Property Trustee shall first be applied to the payment in full
in cash of all Distributions on, or Redemption Price of, the Trust's Preferred
Securities then due and payable.

In the case of any event of default under the Trust Agreement resulting
from a Debenture Event of Default, MBNA as holder of the Trust's Common
Securities will be deemed to have waived any right to act with respect to any
such event of default under the Trust Agreement until the effect of all such
events of default with respect to the Preferred Securities have been cured,
waived or otherwise eliminated. Until all such events of default under the Trust
Agreement with respect to the Preferred Securities have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
holders of such Preferred Securities and not on behalf of MBNA as holder of the
Trust's Common Securities, and only the holders of such Preferred Securities
will have the right to direct the Property Trustee to act on their behalf.

LIQUIDATION DISTRIBUTION UPON TERMINATION

Pursuant to the Trust Agreement, the Trust shall automatically terminate
upon expiration of its term and shall terminate on the first to occur of: (i)
certain events of bankruptcy, dissolution or liquidation of MBNA; (ii) the
distribution of a Like Amount of the Junior Subordinated Debentures to the
holders of its Trust Securities, if MBNA, as Depositor, has given written
direction to the Property Trustee to terminate the Trust (subject to MBNA having
received prior approval of the Federal Reserve if so required under applicable
capital guidelines or policies); (iii) redemption of all of the Trust's
Preferred Securities as described under "-- Redemption or Exchange -- Mandatory
Redemption"; and (iv) the entry of an order for the dissolution of the Trust by
a court of competent jurisdiction.

If an early termination occurs as described in clause (i), (ii) or (iv)
above, the Trust shall be liquidated by the Issuer Trustees as expeditiously as
the Issuer Trustees determine to be possible by distributing, after satisfaction
of liabilities to creditors of the Trust as provided by applicable law, to the
holders of such Trust Securities in exchange therefor a Like Amount of the
Junior Subordinated Debentures, unless such distribution is determined by the
Property Trustee not to be practical, in which event such holders will be
entitled to receive out of the assets of the Trust available for distribution to
holders after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to, in the case of holders of Preferred
Securities, the aggregate of the Liquidation Amount plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on its
Preferred Securities shall be paid on a pro rata basis. The holder(s) of the
Trust's Common Securities will be entitled to receive distributions upon any
such liquidation pro rata with the holders of its Preferred Securities, except
that if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

EVENTS OF DEFAULT; NOTICE

Any one of the following events constitutes an "Event of Default" under the
Trust Agreement with respect to the Preferred Securities issued thereunder
(whatever the reason for such Event of Default and

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whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

(i) the occurrence of a Debenture Event of Default under the Indenture
(see "Description of the Junior Subordinated Debentures -- Debenture Events
of Default"); or

(ii) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such
default for a period of 30 days; or

(iii) default by the Property Trustee in the payment of any Redemption
Price of any Trust Security when it becomes due and payable; or

(iv) default in the performance, or breach, in any material respect,
of any covenant or warranty of the Issuer Trustees in such Trust Agreement
(other than a covenant or warranty a default in the performance of which or
the breach of which is dealt with in clause (ii) or (iii) above), and
continuation of such default or breach for a period of 90 days after there
has been given, by registered or certified mail, to the defaulting Issuer
Trustee or Trustees by the holders of at least 25% in aggregate Liquidation
Amount of the outstanding Preferred Securities of the Trust, a written
notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" under such Trust
Agreement; or

(v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee and the failure by MBNA to appoint a
successor Property Trustee within 90 days thereof.

Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such Event of Default to the holders of the Preferred Securities, the
Administrative Trustees and MBNA, as Depositor, unless such Event of Default
shall have been cured or waived. MBNA as Depositor, and the Administrative
Trustees are required to file annually with the Property Trustee a certificate
as to whether or not they are in compliance with all the conditions and
covenants applicable to them under the Trust Agreement.

If a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a preference over the Common Securities as
described above. See "-- Subordination of Common Securities" and "-- Liquidation
Distribution Upon Termination." The existence of an Event of Default does not
entitle the holders of Preferred Securities to accelerate the maturity thereof.

REMOVAL OF ISSUER TRUSTEES

Unless a Debenture Event of Default shall have occurred and be continuing,
the Issuer Trustees may be removed at any time by the holder of the Common
Securities. If a Debenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed by the holders of a
majority in Liquidation Amount of the outstanding Preferred Securities. In no
event will the holders of the Preferred Securities have the right to vote to
appoint, remove or replace the Administrative Trustees, which voting rights are
vested exclusively in MBNA as the holder of the Common Securities. No
resignation or removal of an Issuer Trustee and no appointment of a successor
trustee shall be effective until the acceptance of appointment by the successor
trustee in accordance with the provisions of the applicable Trust Agreement.

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

Unless an Event of Default shall have occurred and be continuing, at any
time or from time to time, for the purpose of meeting the legal requirements of
the Trust Indenture Act or of any jurisdiction in which any part of the trust
property may at the time be located, MBNA, as the holder of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of such trust property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such person or persons in such
capacity any property, title, right or power deemed necessary or

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desirable, subject to the provisions of the applicable Trust Agreement. In case
a Debenture Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make such appointment.

MERGER OR CONSOLIDATION OF ISSUER TRUSTEES

Any person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any person resulting from any merger,
conversion or consolidation to which such Trustee shall be a party, or any
person succeeding to all or substantially all the corporate trust business of
such Trustee, shall be the successor of such Trustee under each Trust Agreement,
provided such person shall be otherwise qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST

The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other person, except as
described below. The Trust may, at the request of MBNA, with the consent of the
Administrative Trustees and without the consent of the holders of the Preferred
Securities, merge with or into, consolidate, amalgamate, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety
to, a trust organized as such under the laws of any State; provided, that (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) MBNA
expressly appoints a trustee of such successor entity possessing the same powers
and duties as the Property Trustee as the holder of the Junior Subordinated
Debentures, (iii) the Successor Securities are listed, or any Successor
Securities will be listed upon notification of issuance, on any national
securities exchange or other organization on which the Preferred Securities are
then listed, if any, (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Preferred Securities to be
downgraded by any nationally recognized statistical rating organization which
gives ratings on the Preferred Securities, (v) such merger, consolidation,
amalgamation, replacement. conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any Successor Securities) in any material respect, (vi)
such successor entity has a purpose substantially identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, MBNA has received an opinion from independent
counsel to the Trust experienced in such matters to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the holders
of the Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
(viii) MBNA or any permitted successor or assignee owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of holders of 100% in Liquidation Amount of the Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF THE TRUST AGREEMENT

Except as provided below and under "Description of Guarantee -- Amendments
and Assignment" and as otherwise required by law and the Trust Agreement, the
holders of the Preferred Securities will have no voting rights.

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The Trust Agreement may be amended from time to time by MBNA, the Property
Trustee, the Delaware Trustee and the Administrative Trustees, without the
consent of the holders of the Preferred Securities (i) to cure any ambiguity,
correct or supplement any provisions in the Trust Agreement that may be
inconsistent with any other provision, or to make any other provisions with
respect to matters or questions arising under the Trust Agreement, which shall
not be inconsistent with the other provisions of the Trust Agreement, or (ii) to
modify, eliminate or add to any provisions of the Trust Agreement to such extent
as shall be necessary to ensure that the Trust will be classified for United
States federal income tax purposes as a grantor trust at all times that any
Trust Securities are outstanding or to ensure that the Trust will not be
required to register as an "investment company" under the Investment Company
Act; provided, however, that in the case of either clause (i) or clause (ii),
such action shall not adversely affect in any material respect the interests of
any holder of Preferred Securities, and any amendments of the Trust Agreement
shall become effective when notice thereof is given to the holders of Trust
Securities. The Trust Agreement may be amended by the Issuer Trustees and MBNA
with (i) the consent of holders representing not less than a majority (based
upon Liquidation Amounts) of the outstanding Trust Securities, and (ii) receipt
by the Issuer Trustees of an opinion of counsel to the effect that such
amendment or the exercise of any power granted to the Issuer Trustees in
accordance with such amendment will not affect the Trust's status as a grantor
trust for United States federal income tax purposes or the Trust's exemption
from status as an "investment company" under the Investment Company Act,
provided that without the consent of each holder of Trust Securities, such Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a holder of Trust Securities to
institute suit for the enforcement of any such payment on or after such date.

So long as any Junior Subordinated Debentures are held by the Property
Trustee, the Issuer Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on the Property Trustee with respect to
the Junior Subordinated Debentures, (ii) waive any past default that is waivable
under the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Junior Subordinated Debentures shall be due and
payable or (iv) consent to any amendment, modification or termination of the
Indenture or such Junior Subordinated Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the holders of
a majority in aggregate Liquidation Amount of all outstanding Preferred
Securities; provided, however, that where a consent under the Indenture would
require the consent of each holder of Junior Subordinated Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior consent of each holder of the Preferred Securities. The Issuer Trustees
shall not revoke any action previously authorized or approved by a vote of the
holders of the Preferred Securities except by subsequent vote of the holders of
the Preferred Securities. The Property Trustee shall notify each holder of
Preferred Securities of any notice of default with respect to the Junior
Subordinated Debentures. In addition to obtaining the foregoing approvals of the
holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Issuer Trustees shall obtain an opinion of counsel experienced in
such matters to the effect that such action would not cause the Trust to be
classified as other than a grantor trust for United States federal income tax
purposes.

Any required approval of holders of Preferred Securities may be given at a
meeting of holders of Preferred Securities convened for such purpose or pursuant
to written consent. The Property Trustee will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be given
to each holder of record of Preferred Securities in the manner set forth in the
Trust Agreement.

No vote or consent of the holders of Preferred Securities will be required
for the Trust to redeem and cancel its Preferred Securities in accordance with
the applicable Trust Agreement.

Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by MBNA, the Issuer Trustees or any affiliate of MBNA
or any Issuer Trustees, shall, for purposes of such vote or consent, be treated
as if they were not outstanding.

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BOOK-ENTRY; DELIVERY AND FORM

Preferred Securities will be issued in fully registered form. Investors may
elect to hold their Preferred Securities directly or, subject to the rules and
procedures of a Depository Institution described below, hold their interest in a
global certificate (the "Preferred Securities Global Certificate") registered in
the name of a Depository Institution or its nominee. However, tendering holders
of Series A Preferred Stock held in global form shall initially receive an
interest in the Preferred Securities Global Certificate and tendering holders of
Series A Preferred Stock held directly in certificated form shall initially
receive Preferred Securities in certificated form, in each case unless otherwise
specified in the Letter of Transmittal. See "The Offer -- Procedures for
Tendering."

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interest in a global Preferred
Securities.

A Depository Institution holds securities that its participants
("Participants") deposit with the Depository Institution. A Depository
Institution also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations ("Direct Participants").
A Depository Institution is owned by a number of its Direct Participants and by
the NYSE, the American Stock Exchange, Inc., and the NASD. Access to the
Depository Institution's system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to a Depository Institution and
its Participants are on file with the Commission.

Upon issuance of a Preferred Securities Global Certificate, the Depository
Institution will credit on its book-entry registration and transfer system the
number of Preferred Securities represented by such Preferred Securities Global
Certificate to the accounts of institutions that have accounts with the
Depository Institution. Ownership of beneficial interests in a Preferred
Securities Global Certificate will be limited to Participants or persons that
may hold interests through Participants. The ownership interest of each actual
purchaser of each Preferred Security ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from the Depository Institution of their
purchases, but Beneficial Owners are expected to receive written confirmations
providing details of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through which the Beneficial
Owners purchased Preferred Securities. Transfers of ownership interests in the
Preferred Securities are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners.

A Depository Institution has no knowledge of the actual Beneficial Owners
of the Preferred Securities; a Depository Institution's records reflect only the
identity of the Direct Participants to whose accounts such Preferred Securities
are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of their
customers. So long as a Depository Institution, or its nominee, is the owner of
a Preferred Securities Global Certificate, a Depository Institution or such
nominee, as the case may be, will be considered the sole owner and holder of
record of the Preferred Securities represented by such Preferred Securities
Global Certificate for all purposes.

Conveyance of notices and other communications by a Depository Institution
to Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Redemption notices shall be sent to the Depository Institution. If less
than all of the Preferred Securities are being redeemed, the Depository
Institution will reduce pro rata (subject to adjustment to eliminate

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fractional Preferred Securities) the amount of interest of each Direct
Participant in the Preferred Securities to be redeemed.

Although voting with respect to the Preferred Securities is limited, in
those instances in which a vote is required, the Depository Institution will not
consent or vote with respect to Preferred Securities. Under its usual
procedures, the Depository Institution would mail an Omnibus Proxy to the Trust
as soon as possible after the record date. The Omnibus Proxy assigns the
Depository Institution's consenting or voting rights to those Direct
Participants to whose accounts the Preferred Securities are credited on the
record date (identified in a listing attached to the Omnibus Proxy).

Distribution payments on the Preferred Securities represented by a
Preferred Securities Global Certificate will be made by the Trust to the
Depository Institution. The Depository Institution's practice is to credit
Direct Participants' accounts on the relevant payment date in accordance with
their respective holdings shown on a Depository Institution's records unless the
Depository Institution has reason to believe that it will not receive payments
on such payment date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices and will be the
responsibility of such participants and not of a Depository Institution, the
Trust or MBNA, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of distributions to a Depository Institution
is the responsibility of the Trust, disbursement of such payments to Direct
Participants is the responsibility of the Depository Institution, and
disbursement of such payments to the Beneficial Owners is the responsibility of
Direct and Indirect Participants.

A Depository Institution may discontinue providing its services as
securities depository with respect to the Preferred Securities at any time by
giving reasonable notice to the Trust. Under such circumstances, if a successor
securities depository is not obtained, Preferred Security certificates will be
required to be printed and delivered. Additionally, the Trust may decide to
discontinue use of the system of book-entry transfers through the Depository
Institution (or a successor depository). In that event, certificates for the
Preferred Securities will be printed and delivered.

The information in this section concerning the Depository Institution and
the Depository Institution's book-entry system has been obtained from sources
that the Trust and MBNA believe to be reliable, but the Trust and MBNA take no
responsibility for the accuracy thereof.

PAYMENT AND PAYING AGENCY

Payments in respect of the Preferred Securities shall be made to the
Depository, which shall credit the relevant accounts at the Depository on the
applicable Distribution Dates or such payments shall be made by check mailed to
the address of the holder entitled thereto as such address shall appear on the
Register. The paying agent (the "Paying Agent") shall initially be the Property
Trustee and any co-paying agent chosen by the Property Trustee and acceptable to
the Administrative Trustees and MBNA. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Property Trustee and
MBNA. In the event that the Property Trustee shall no longer be the Paying
Agent, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company acceptable to the Administrative Trustees and MBNA) to act
as Paying Agent.

REGISTRAR AND TRANSFER AGENT

The Property Trustee will act as registrar and transfer agent for the
Preferred Securities. Registration of transfers of Preferred Securities will be
effected without charge by or on behalf of the Trust, but upon payment of any
tax or other governmental charges that may be imposed in connection with any
transfer or exchange. The Trust will not be required to register or cause to be
registered the transfer of their Preferred Securities after such Preferred
Securities have been called for redemption.

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INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, other than during the occurrence and continuance of
an Event of Default, undertakes to perform only such duties as are specifically
set forth in the Trust Agreement and, after such Event of Default, must exercise
the same degree of care and skill as a prudent person would exercise or use in
the conduct of his or her own affairs. Subject to this provision, the Property
Trustee is under no obligation to exercise any of the powers vested in it by the
Trust Agreement at the request of any holder of Preferred Securities unless it
is offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby. If no Event of Default has occurred and is continuing
and the Property Trustee is required to decide between alternative courses of
action, construe ambiguous provisions in the Trust Agreement or is unsure of the
application of any provision of the Trust Agreement, and the matter is not one
on which holders of Preferred Securities are entitled under the Trust Agreement
to vote, then the Property Trustee shall take such action as is directed by MBNA
and if not so directed, shall take such action as it deems advisable and in the
best interests of the holders of the Trust Securities and will have no liability
except for its own bad faith, negligence or willful misconduct.

MISCELLANEOUS

The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate the Trust in such a way that the Trust will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act or classified as other than a grantor trust for United
States federal income tax purposes and so that the Junior Subordinated
Debentures will be treated as indebtedness of MBNA for United States federal
income tax purposes. In this connection, MBNA and the Administrative Trustees
are authorized to take any action, not inconsistent with applicable law, the
certificate of trust of the Trust or the Trust Agreement, that MBNA and the
Administrative Trustees determine in their discretion to be necessary or
desirable for such purposes, as long as such action does not materially
adversely affect the interests of the holders of the Preferred Securities.

Holders of the Preferred Securities have no preemptive or similar rights.

The Trust may not borrow money or issue debt or mortgage or pledge any of
its assets.

GOVERNING LAW

The Trust Agreement and the Preferred Securities will be governed by, and
constructed in accordance with, the internal laws of the State of Delaware.

DESCRIPTION OF GUARANTEE

A Guarantee will be executed and delivered by MBNA concurrently with the
issuance by the Trust of its Trust Securities for the benefit of the holders
from time to time of such Trust Securities. The Bank of New York will act as
trustee under the Guarantee for the purposes of compliance with the Trust
Indenture Act and the Guarantee will be qualified as an indenture under the
Trust Indenture Act. This summary of certain provisions of the Guarantees which
summarizes the material terms thereof does not purport to be complete and is
subject to, and qualified in its entirety by reference to, all of the provisions
of the Guarantee, including the definitions therein of certain terms, and the
Trust Indenture Act, to each of which reference is hereby made. The form of
Guarantee has been filed as an exhibit to the Registration Statement of which
this Prospectus forms a part. Reference in this summary to Trust Securities
means the Trust Securities to which the Guarantee relates. The Guarantee Trustee
will hold the Guarantee for the benefit of the holders of the Trust Securities.

GENERAL

MBNA will irrevocably agree to pay in full on a subordinated basis, to the
extent set forth herein, the Guarantee Payments (as defined below) to the
holders of Trust Securities, as and when due, regardless of any defense, right
of set-off or counterclaim that the Trust may have or assert other than the
defense of payment.

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The following payments with respect to the Trust Securities, to the extent not
paid by or on behalf of the Trust (the "Guarantee Payments"), will be subject to
the Guarantee: (i) any accumulated and unpaid Distributions required to be paid
on Trust Securities, to the extent that the Trust has funds on hand available
therefor at such time, (ii) the Redemption Price with respect to any Trust
Securities called for redemption to the extent that the Trust has funds on hand
available therefor at such time, or (iii) upon a voluntary or involuntary
dissolution, winding up or liquidation of the Trust (unless the Junior
Subordinated Debentures are distributed to holders of the Trust Securities in
exchange therefor), the lesser of (a) the Liquidation Distribution and (b) the
amount of assets of the Trust remaining available for distribution to holders of
Trust Securities after satisfaction of liabilities to creditors of the Trust as
required by applicable law. MBNA's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by MBNA to the holders of
the applicable Trust Securities or by causing the Trust to pay such amounts to
such holders.

The Guarantee will be an irrevocable guarantee on a subordinated basis of
the Trust's obligations under the Trust Securities, but will apply only to the
extent that such Trust has funds sufficient to make such payments, and is not a
guarantee of collection.

If MBNA does not make interest payments on the Junior Subordinated
Debentures held by the Trust, the Trust will not be able to pay Distributions on
the Trust Securities and will not have funds legally available therefor. The
Guarantee will rank subordinate and junior in right of payment to all Senior
Debt of MBNA. See "-- Status of the Guarantee." Because MBNA is a holding
company, the right of MBNA to participate in any distribution of assets of any
subsidiary upon such subsidiary's liquidation or reorganization or otherwise, is
subject to the prior claims of creditors of that subsidiary, except to the
extent MBNA may itself be recognized as a creditor of that subsidiary.
Accordingly, MBNA's obligations under the Guarantee will be effectively
subordinated to all existing and future liabilities of MBNA's subsidiaries, and
claimants should look only to the assets of MBNA for payments thereunder. The
Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt of MBNA, including Senior Debt, whether under the Indenture, any
other existing indenture or any other indenture that MBNA may enter into in the
future or otherwise.

MBNA has, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures and the Indenture taken together, fully, irrevocably and
unconditionally guaranteed all of the Trust's obligations under the Preferred
Securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such guarantee. It is only the
combined operation of these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the Trust's obligations under the
Preferred Securities. See "Relationship among the Preferred Securities, the
Junior Subordinated Debentures and the Guarantee."

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of MBNA and will rank
subordinate and junior in right of payment to all Senior Debt of MBNA in the
same manner as the Junior Subordinated Debentures.

The Guarantee will rank pari passu with all other Guarantees issued by
MBNA. The Guarantee will constitute a guarantee of payment and not of collection
(i.e., the guaranteed party may institute a legal proceeding directly against
the Guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). The
Guarantee will be held for the benefit of the holders of the Trust Securities.
The Guarantee will not be discharged except by payment of the Guarantee Payments
in full to the extent not paid by the Trust or upon distribution to the holders
of the Trust Securities of the Junior Subordinated Debentures. None of the
Guarantees places a limitation on the amount of additional Senior Debt that may
be incurred by MBNA. MBNA expects from time to time to incur additional
indebtedness constituting Senior Debt.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes which do not materially adversely affect
the rights of holders of the Preferred Securities (in which case no vote will be
required), the Guarantee may not be amended without the prior approval of the
holders of not less than a majority of the aggregate Liquidation Amount of such

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outstanding Preferred Securities. The manner of obtaining any such approval will
be as set forth under "Description of the Preferred Securities -- Voting Rights;
Amendment of the Trust Agreement." All guarantees and agreements contained in
the Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of MBNA and shall inure to the benefit of the holders of the
Preferred Securities then outstanding.

EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the failure of MBNA
to perform any of its payment or other obligations thereunder. The holders of
not less than a majority in aggregate Liquidation Amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of such
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under such Guarantee.

Any holder of the Preferred Securities may institute a legal proceeding
directly against MBNA to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Trust, the Guarantee Trustee or any
other person or entity.

MBNA, as guarantor, is required to file annually with the Guarantee Trustee
a certificate as to whether or not MBNA is in compliance with all the conditions
and covenants applicable to it under MBNA.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, other than during the occurrence and continuance of
a default by MBNA in performance of the Guarantee, undertakes to perform only
such duties as are specifically set forth in the Guarantee and, after default
with respect to the Guarantee, must exercise the same degree of care and skill
as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Guarantee Trustee is under no obligation
to exercise any of the powers vested in it by any Guarantee at the request of
any holder of any Preferred Securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect upon
full payment of the Redemption Price of the Trust Securities, upon full payment
of the amounts payable upon liquidation of the Trust or upon distribution of
Junior Subordinated Debentures to the holders of the Trust Securities in
exchange therefor. The Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of the Trust
Securities must restore payment of any sums paid under such Trust Securities or
the Guarantee.

GOVERNING LAW

The Guarantee will be governed by and construed in accordance with the laws
of the State of New York.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

The Junior Subordinated Debentures are to be issued as a series of
debentures under a Junior Subordinated Indenture, as supplemented from time to
time, between MBNA and The Bank of New York as Debenture Trustee. This summary
of certain terms and provisions of the Junior Subordinated Debentures,
Debentures and the Indenture, which summarizes the material provisions thereof,
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the Indenture, the form of which is filed as an
exhibit to the Registration Statement of which this Prospectus forms a part, and
to the Trust Indenture Act, to each of which reference is hereby made. The
Indenture is qualified under the Trust Indenture Act. Whenever particular
defined terms of the Indenture are referred to herein, such defined terms are
incorporated herein or therein by reference.

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GENERAL

The Junior Subordinated Debentures will rank pari passu with all other
series of junior subordinated debentures issued under the Indenture, including
the Series A Debentures and the Series B Debentures, and will be unsecured and
subordinate and junior in right of payment to the extent and in the manner set
forth in the Indenture to all Senior Debt as defined below) of MBNA. See
"-- Subordination." The entire principal amount of the Junior Subordinated
Debentures will mature and become due and payable, together with accrued and
unpaid interest thereon, if any, on April 15, 2027, subject to the right of MBNA
to shorten the maturity date to a date no earlier than January 15, 2002 or to
extend the maturity date to a date no later than April 15, 2046, subject in each
case to certain conditions. Because MBNA is a holding company, the right of MBNA
to participate in any distribution of assets of any subsidiary, including the
Bank, upon such subsidiary's liquidation or reorganization or otherwise is
subject to the prior claims of creditors of the subsidiary, except to the extent
MBNA may itself be recognized as a creditor of that subsidiary. Accordingly, the
Junior Subordinated Debentures will be effectively subordinated to all existing
and future liabilities of MBNA's subsidiaries, and holders of Junior
Subordinated Debentures should look only to the assets of MBNA for payments on
the Junior Subordinated Debentures. The Indenture does not limit the incurrence
or issuance of other secured or unsecured debt of MBNA, including Senior Debt,
whether under the Indenture, any other existing indenture or any other indenture
that MBNA may enter into in the future or otherwise. See "-- Subordination".

PAYMENT AND PAYING AGENTS

Payment of principal of and premium, if any, and any interest on Junior
Subordinated Debentures will be made at the office of the Debenture Trustee in
the City of New York or at the office of such paying agent or paying agents as
MBNA may designate from time to time, except that at the option of MBNA payment
of any interest may be made (i) except in the case of global Junior Subordinated
Debentures, by check mailed to the address of the person entitled thereto as
such address shall appear in the securities register or (ii) by transfer to an
account maintained by the person entitled thereto as specified in the securities
register, provided that proper transfer instructions have been received by the
Regular Record Date. Payment of any interest on Junior Subordinated Debentures
will be made to the person in whose name such Junior Subordinated Debenture is
registered at the close of business on the Regular Record Date for such
interest, except in the case of defaulted interest. MBNA may at any time
designate additional paying agents or rescind the designation of any paying
agent.

Any moneys deposited with the Debenture Trustee or any paying agent, or
then held by MBNA in trust, for the payment of the principal of and premium, if
any, or interest on any Junior Subordinated Debenture and remaining unclaimed
for two years after such principal and premium, if any, or interest has become
due and payable shall, at the request of MBNA, be repaid to MBNA and the holder
of such Junior Subordinated Debenture shall thereafter look, as a general
unsecured creditor, only to MBNA for payment thereof.

OPTION TO DEFER INTEREST PAYMENTS

MBNA will have the right at any time and from time to time during the term
of the Junior Subordinated Debentures to defer payment of interest for up to 20
consecutive quarterly interest payment periods, subject to the terms, conditions
and covenants, specified herein, provided that such Extension Period may not
extend beyond the Stated Maturity of such Junior Subordinated Debentures.

OPTIONAL REDEMPTION

Junior Subordinated Debentures will not be subject to any sinking fund.

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MBNA has the right to redeem the Junior Subordinated Debentures (i) on or
after January 15, 2002, subject to the prior approval of the Federal Reserve if
then required under applicable guidelines or policies, in whole at any time or
in part from time to time, at the Optional Prepayment Price, or (ii) prior to
January 15, 2002, in whole (but not in part) within 90 days following the
occurrence of a Special Event at the Special Event Prepayment Price equal to (i)
106.0% of the principal amount of the Junior Subordinated Debentures if prepaid
during the period commencing on the Accrual Date through and including January
14, 1998 and (ii) the percentage of the principal amount of the Junior
Subordinated Debentures specified below, if prepaid during the 12-month period
beginning January 15th of the redemption period indicated below plus, in each
case, accrued interest thereon to but excluding the date of prepayment:

Following such redemption, all Trust Securities shall be redeemed by the
Trust at a redemption price equal to the Special Event Prepayment Price.

A "Special Event" means a Tax Event or a Capital Treatment Event, as the
case may be.

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Junior Subordinated
Debentures to be redeemed at its registered address. Unless MBNA defaults in
payment of the redemption price, on and after the redemption date interest
ceases to accrue on such Junior Subordinated Debentures or portions thereof
called for redemption.

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OPTION TO CHANGE MATURITY DATE

MBNA will have the right at any time to shorten the maturity of the Junior
Subordinated Debentures to a date not earlier than January 15, 2002. The
exercise of such right is subject to the prior approval of the Federal Reserve
Board if such approval is then required under applicable capital guidelines or
policies.

MBNA will also have the right to extend the maturity of the Junior
Subordinated Debentures to a date no later than April 15, 2046, so long as at
the time such election is made and at the time such extension commences (i) MBNA
is not in bankruptcy, otherwise insolvent or in liquidation, (ii) MBNA is not in
default in the payment of any interest or principal on the Junior Subordinated
Debentures, (iii) the Trust is not in arrears on payments of distributions on
the Preferred Securities and no deferred distributions on the Preferred
Securities are accumulated and (iv) the Junior Subordinated Debentures, or, if
the Preferred Securities are rated, the Preferred Securities, are rated at least
BBB- by Standard & Poor's Ratings Services, at least Baa3 by Moody's Investors
Service, Inc. or at least the equivalent by any other nationally recognized
statistical rating organization. In the event that MBNA elects to shorten or
extend the maturity date of the Junior Subordinated Debentures, it shall give
notice to the Debenture Trustee, and the Debenture Trustee shall give notice of
such shortening or extension to the holders of the Junior Subordinated
Debentures no more than 90 and no less than 30 days prior to the effectiveness
thereof.

RESTRICTIONS ON CERTAIN PAYMENTS

MBNA will covenant, as to the Junior Subordinated Debentures, that it will
not, and will not permit any subsidiary of MBNA to, (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of MBNA's capital stock, (ii) make any
payment of principal, interest or premium, if any, on or repay or repurchase or
redeem any debt securities of MBNA (including other series of junior
subordinated debentures) that rank pari passu with or junior in interest to the
Junior Subordinated Debentures or (iii) make any guarantee payments with respect
to any guarantee by MBNA of the debt securities of any subsidiary of MBNA if
such guarantee ranks pari passu with or junior in interest to the Junior
Subordinated Debentures, including its guarantees of the Series A Capital
Securities and the Series B Capital Securities (other than (a) dividends or
distributions in capital stock of MBNA, (b) any declaration of a dividend in
connection with the implementation of a stockholders' rights plan, or the
redemption or repurchase of any such rights pursuant thereto, (c) payments under
any Guarantee with respect to the series of Preferred Securities and (d)
purchases of common stock related to the issuance of common stock or rights
under any of MBNA's benefit plans for its directors, officers or employees,
related to the issuance of common stock or rights under a dividend reinvestment
and stock purchase plan, or related to the issuance of common stock (or
securities convertible into or exchangeable for common stock) as consideration
in an acquisition transaction that was entered into prior to the commencement of
such Extension Period) if at such time (i) there shall have occurred any event
of which MBNA has actual knowledge (a) that with the giving of notice or the
lapse of time, or both, would constitute an "Event of Default" under the
Indenture with respect to the Junior Subordinated Debentures and (b) in respect
of which MBNA shall not have taken reasonable steps to cure, (ii) if such Junior
Subordinated Debentures are held by the Trust, MBNA shall be in default with
respect to its payment of any obligations under the Guarantee relating to such
Preferred Securities or (iii) MBNA shall have given notice of its selection of
an Extension Period as provided in the Indenture and shall not have rescinded
such notice, or such Extension Period, or any extension thereof, shall be
continuing.

MODIFICATION OF INDENTURE

From time to time MBNA and the Debenture Trustee may, without the consent
of the holders of any series of junior subordinated debentures issued under the
Indenture, including the Junior Subordinated Debentures, amend, waive or
supplement the Indenture for specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies (provided that any such action
does not materially adversely affect the interest of the holders of any series
of junior subordinated debentures or, the holders of any preferred securities,
the proceeds of which are invested in any such series of junior subordinated
debentures with corresponding terms ("related preferred securities"), including
the Preferred Securities, so long as they

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remain outstanding) and qualifying, or maintaining the qualification of, the
Indenture under the Trust Indenture Act. The Indenture contains provisions
permitting MBNA and the Debenture Trustee, with the consent of the holders of
not less than a majority in principal amount of each outstanding series of
junior subordinated debentures affected, to modify the Indenture in a manner
adversely affecting the rights of the holders of any series of junior
subordinated debentures in any material respect; provided, that no such
modification may, without the consent of the holder of each outstanding junior
subordinated debenture so affected, (i) change the stated maturity of any series
of junior subordinated debentures, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon or (ii) reduce
the percentage of principal amount of junior subordinated debentures of any
series, the holders of which are required to consent to any such modification of
the Indenture, and so long as any related preferred securities remain
outstanding, including the Preferred Securities, (a) no such modification may be
made that adversely affects the holders of such related preferred securities in
any material respect, and no termination of the Indenture may occur, and no
waiver of any event of default or compliance with any covenant under the
Indenture may be effective, without the prior consent of the holders of at least
a majority of the aggregate Liquidation Amount of all related preferred
securities affected unless and until the principal of the corresponding junior
subordinated debentures and all accrued and unpaid interest thereon have been
paid in full and certain other conditions have been satisfied, and (b) where a
consent under the Indenture would require the consent of each holder of
corresponding junior subordinated debentures, no such consent shall be given by
the Property Trustee without the prior consent of each holder of related
preferred securities.

In addition, MBNA and the Debenture Trustee may execute, without the
consent of any holder of junior subordinated debentures, any supplemental
Indenture for the purpose of creating any new series of junior subordinated
debentures.

DEBENTURE EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events with respect to the Junior Subordinated Debentures that has occurred and
is continuing constitutes a "Debenture Event of Default" with respect to such
Junior Subordinated Debentures:

(i) failure for 30 days to pay any interest on such Junior
Subordinated Debentures when due (subject to the deferral of any interest
payment in the case of an Extension Period); or

(ii) failure to pay any principal or premium, if any, on the Junior
Subordinated Debentures when due, whether at maturity or upon redemption;
or

(iii) failure to observe or perform in any material respect certain
other covenants contained in the Indenture for 90 days after written notice
to MBNA from the Debenture Trustee or the holders of at least 25% in
aggregate outstanding principal amount of Junior Subordinated Debentures;
or

(iv) certain events in bankruptcy, insolvency or reorganization of
MBNA.

The holders of a majority in aggregate outstanding principal amount of
junior subordinated debentures of each series affected have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Debenture Trustee. The Debenture Trustee or the holders of not less than
25% in aggregate outstanding principal amount of junior subordinated debentures
of each series affected may declare the principal due and payable immediately
upon a Debenture Event of Default with respect to such series, and, should the
Debenture Trustee or such holders of the junior subordinated debentures fail to
make such declaration, the holders of at least 25% in aggregate Liquidation
Amount of the related preferred securities shall have such right. The holders of
a majority in aggregate outstanding principal amount of junior subordinated
debentures of each series affected may annul such declaration with respect to
such series. Should the holders of such junior subordinated debentures fail to
annul such declaration, the holders of a majority in aggregate Liquidation
Amount of related preferred securities affected shall have such right.

The holders of a majority in aggregate outstanding principal amount of each
series of the junior subordinated debentures affected thereby may, on behalf of
the holders of all the junior subordinated debentures of such series, waive any
default, except a default in the payment of principal or interest (unless

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such default has been cured and a sum sufficient to pay all matured installments
of interest, premium (if any) and principal due with respect to such series
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
junior subordinated debenture of such series. Should the holders of junior
subordinated debentures fail to annul such declaration and waive such default,
the holders of a majority in aggregate Liquidation Amount of the series of
related preferred securities affected shall have such right. MBNA is required to
file annually with the Debenture Trustee a certificate as to whether or not MBNA
is in compliance with all the conditions and covenants applicable to it under
the Indenture.

In case a Debenture Event of Default shall occur and be continuing as to a
series of junior subordinated debentures, the Property Trustee for the related
preferred securities will have the right to declare the principal of and the
interest on such junior subordinated debentures, and any other amounts payable
under the Indenture, to be forthwith due and payable and to enforce its other
rights as a creditor with respect to such junior subordinated debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of MBNA to pay interest, premium (if any)
or principal on such Junior Subordinated Debentures on the date such interest,
premium (if any) or principal is due and payable, a holder of Preferred
Securities may institute a Direct Action. MBNA may not amend the Indenture to
remove the foregoing right to bring a Direct Action without the prior written
consent of the holders of all of the Preferred Securities outstanding. If the
right to bring a Direct Action is removed, the Trust may become subject to the
reporting obligations under the Exchange Act. MBNA shall have the right under
the Indenture to set-off any payment made to such holder of Preferred Securities
by MBNA in connection with a Direct Action.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Indenture provides that MBNA may consolidate with or merge into any
other person or convey, transfer or lease its properties and assets
substantially as an entirety to any person, provided that (i) in case MBNA
consolidates with or merges into another person or conveys or transfers its
properties and assets substantially as an entirety to any person, the successor
person is organized under the laws of the United States or any state or the
District of Columbia, and such successor person expressly assumes MBNA's
obligations on the Junior Subordinated Debentures issued under the Indenture;
(ii) immediately after giving effect thereto, no Debenture Event of Default, and
no event which, after notice or lapse of time or both, would become a Debenture
Event of Default, shall have occurred and be continuing; (iii) in the case of
Junior Subordinated Debentures, such transaction is permitted under the Trust
Agreement and Guarantee and does not give rise to any breach or violation of the
Trust Agreement or Guarantee, and (iv) certain other conditions as prescribed by
the Indenture are met.

The general provisions of the Indenture do not afford holders of the Junior
Subordinated Debentures protection in the event of a highly leveraged or other
transaction involving MBNA that may adversely affect holders of the Junior
Subordinated Debentures.

SATISFACTION AND DISCHARGE

The Indenture provides that when, among other things, all Junior
Subordinated Debentures not previously delivered to the Debenture Trustee for
cancellation (i) have become due and payable or (ii) will become due and payable
at their Stated Maturity within one year, and MBNA deposits or causes to be
deposited with the Debenture Trustee funds, in trust, for the purpose and in an
amount in the currency or currencies in which the Junior Subordinated Debentures
are payable sufficient to pay and discharge the entire

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indebtedness on the Junior Subordinated Debentures not previously delivered to
the Debenture Trustee for cancellation, for the principal (and premium, if any)
and interest to the date of the deposit or to the Stated Maturity, as the case
may be, then the Indenture will cease to be of further effect (except as to
MBNA's obligations to pay all other sums due pursuant to the Indenture and to
provide the officer's certificates and opinions of counsel described therein),
and MBNA will be deemed to have satisfied and discharged the Indenture.

SUBORDINATION

In the Indenture, MBNA has covenanted and agreed the Junior Subordinated
Debentures issued thereunder will be subordinate and junior in right of payment
to all Senior Debt to the extent provided in the Indenture. Upon any payment or
distribution of assets of MBNA upon any liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors, marshaling of assets or
any bankruptcy, insolvency, debt restructuring or similar proceedings in
connection with any insolvency or bankruptcy proceeding of MBNA, the holders of
Senior Debt will first be entitled to receive payment in full of principal of
(and premium, if any) and interest, if any, on such Senior Debt before the
holders of Junior Subordinated Debentures or the Property Trustee on behalf of
the holders of Trust Securities, will be entitled to receive or retain any
payment in respect of the principal of (and premium, if any) or interest, if
any, on the Junior Subordinated Debentures; provided, however, that holders of
Senior Debt shall not be entitled to receive payment of any such amounts to the
extent that such holders would be required by the subordination provisions of
such Senior Debt to pay such amounts over to the obligees on trade accounts
payable or other liabilities arising in the ordinary course of MBNA's business.

In the event of the acceleration of the maturity of any Junior Subordinated
Debentures, the holders of all Senior Debt outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
due thereon (including any amounts due upon acceleration) before the holders of
Junior Subordinated Debentures will be entitled to receive or retain any payment
in respect of the principal of or premium, if any, or interest, if any, on the
Junior Subordinated Debentures; provided, however, that holders of Senior Debt
shall not be entitled to receive payment of any such amounts to the extent that
such holders would be required by the subordination provisions of such Senior
Debt to pay such amounts over to the obligees on trade accounts payable or other
liabilities arising in the ordinary course of MBNA's business.

No payments on account of principal or premium, if any, or interest in
respect of the Junior Subordinated Debentures may be made if there shall have
occurred and be continuing a default in any payment with respect to Senior Debt
or an event of default with respect to any Senior Debt resulting in the
acceleration of the maturity thereof, or if any judicial proceeding shall be
pending with respect to any such default.

"Debt" means with respect to any person, whether recourse is to all or a
portion of the assets of such person and whether or not contingent, (i) every
obligation of such person for money borrowed; (ii) every obligation of such
person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such person; (iv) every obligation of such person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such person; (vi) every
obligation of such person for claims in respect of derivative products such as
interest and foreign exchange rate contracts, commodity contracts and similar
arrangements; and (vii) and every obligation of the type referred to in clauses
(i) through (vi) of another person and all dividends of another person the
payment of which, in either case, such person has guaranteed or is responsible
or liable, directly or indirectly, as obligor or otherwise.

"Senior Debt" means the principal of and premium, if any, and interest, if
any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to MBNA whether or not such claim for
post-petition interest is allowed in such proceeding), on Debt, whether incurred
on or prior to the date of the Indenture or thereafter incurred, unless, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are not superior in right of

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payment to the Junior Subordinated Debentures or to other Debt which is pari
passu with, or subordinated to, the Junior Subordinated Debentures; provided,
however, that Senior Debt shall not be deemed to include (i) any other series of
junior subordinated debentures issued under the Indenture including the Series A
Debentures and Series B Debentures which are pari passu in right of payment with
the Junior Subordinated Debentures, (ii) any Debt of MBNA which when incurred
and without respect to any election under Section 1111 (b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to MBNA, (iii) any
Debt of MBNA to any of its subsidiaries, (iv) any guarantees by MBNA of the debt
securities of any subsidiary of MBNA if such guarantee ranks pari passu with or
junior in interest to the Junior Subordinated Debentures, including its
guarantees of the Series A Capital Securities and the Series B Capital
Securities, (v) Debt to any employee of MBNA, (vi) Debt which by its terms is
subordinated to trade accounts payable or accrued liabilities arising in the
ordinary course of business to the extent that payments made to the holders of
such Debt by the holders of the Junior Subordinated Debentures as a result of
the subordination provisions of the Indenture would be greater than such
payments otherwise would have been as a result of any obligation of such holders
of such Debt to pay amounts over to the obligees on such trade accounts payable
or accrued liabilities arising in the ordinary course of business as a result of
subordination provisions to which such Debt is subject, and (vii) any other debt
securities issued pursuant to the Indenture.

The Indenture places no limitation on the amount of Senior Debt that may be
incurred by MBNA. MBNA expects from time to time to incur additional
indebtedness and other obligations constituting Senior Debt.

TRUST EXPENSES AND TAXES

In the Indenture, MBNA, as borrower, has agreed to pay to the Trust all
debts and other obligations (other than with respect to the Trust Securities)
and all costs and expenses of the Trust (including costs and expenses relating
to the organization of the Trust, the fees and expenses of the related Issuer
Trustees and the costs and expenses relating to the operation of the Trust) and
the offering of the Preferred Securities, and to pay any and all taxes, duties,
assessments or other similar governmental charges (other than United States
withholding taxes), and all costs and expenses with respect to the foregoing, to
which the Trust might become subject.

INFORMATION CONCERNING THE DEBENTURE TRUSTEE

The Debenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Debenture Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of Junior Subordinated Debentures, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. The Debenture Trustee is not required to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of its duties if the Debenture Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.

GOVERNING LAW

The Indenture and the Junior Subordinated Debentures will be governed by,
and construed in accordance with, the internal laws of the State of New York.

RELATIONSHIP AMONG THE PREFERRED SECURITIES,

THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the Preferred Securities
(to the extent the Trust has funds available for the payment of such
Distributions) are irrevocably guaranteed by MBNA as and to the extent set forth
under "Description of Guarantee." Taken together, MBNA's obligations under each
series of Junior Subordinated Debentures, the Indenture, the Trust Agreement,
and the Guarantee provide, in the

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aggregate, a full, irrevocable and unconditional guarantee of payments of
distributions and other amounts due on the Preferred Securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes such guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Trust's obligations under the Preferred
Securities. If and to the extent that MBNA does not make payments on the Junior
Subordinated Debentures, the Trust will not pay Distributions or other amounts
due on the Preferred Securities. The Guarantee does not cover payment of
Distributions when the Trust does not have sufficient funds to pay such
Distributions. In such event, the remedy of a holder of Preferred Securities is
to institute a legal proceeding directly against MBNA pursuant to the terms of
the Indenture for enforcement of payment of amounts equal to such Distributions
to such holder. The obligations of MBNA under the Guarantee are subordinate and
junior in right of payment to all Senior Debt of MBNA.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due on the
Junior Subordinated Debentures, such payments will be sufficient to cover
Distributions and other payments due on the Preferred Securities, primarily
because (i) the aggregate principal amount of Junior Subordinated Debentures
will be equal to the sum of the aggregate stated Liquidation Amount of the
Preferred Securities and Common Securities; (ii) the interest rate and interest
and other payment dates on the Junior Subordinated Debentures will match the
Distribution rate and Distribution and other payment dates for the Preferred
Securities; (iii) MBNA shall pay for all and any costs, expenses and liabilities
of the Trust except the Trust's obligations to holders of its Preferred
Securities or other similar interests of the Trust's under such Preferred
Securities or such other similar interests, as the case may be; and (iv) the
Trust Agreement further provides that the Trust will not engage in any activity
that is not consistent with the limited purposes of such Trust.

Notwithstanding anything to the contrary in the Indenture, MBNA has the
right to setoff any payment it is otherwise required to make thereunder with and
to the extent MBNA has theretofore made, or is concurrently on the date of such
payment making, a payment under the Guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

A holder of any Preferred Security may institute a legal proceeding
directly against MBNA to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee, the Trust or any
other person or entity.

A default or event of default under any Senior Debt of MBNA would not
constitute a default or Event of Default under the Indenture. However, in the
event of payment defaults under, or acceleration of Senior Debt of MBNA, the
subordination provisions of the Indenture provide that no payments may be made
in respect of the Junior Subordinated Debentures until such Senior Debt has been
paid in full or any payment default thereunder has been cured or waived. Failure
to make required payments on the Junior Subordinated Debentures would constitute
an Event of Default under the Indenture.

LIMITED PURPOSE OF THE TRUST

The Trust's Preferred Securities evidence a beneficial ownership interest
in the Trust, and the Trust exists for the sole purpose of (i) issuing (a) its
Preferred Securities in exchange for Series A Preferred Stock validly tendered
in the Offer and delivering such Series A Preferred Stock to MBNA in
consideration of the deposit by MBNA as trust assets Junior Subordinated
Debentures having an aggregate stated principal amount equal to the aggregate
stated liquidation amount of such Preferred Securities, and (b) its Common
Securities to MBNA in exchange for cash and investing the proceeds thereof in an
equal aggregate principal amount of Junior Subordinated Debentures and (ii)
engaging in only those other activities necessary or incidental thereto (such as
registering the transfer of the Trust Securities). Taken together, MBNA's
obligations under the Junior Subordinated Debentures, the Indenture, the Trust
Agreement and the Guarantee provide, in the aggregate, a full, irrevocable and
unconditional guarantee of payments of Distributions and other amounts due on
the Preferred Securities. See "-- Full and Unconditional Guarantee."

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RIGHTS UPON TERMINATION

Upon any voluntary or involuntary termination, winding-up or liquidation of
the Trust involving the liquidation of the Junior Subordinated Debentures, the
holders of the Preferred Securities will be entitled to receive, out of the
assets held by the Trust legally available therefor, the Liquidation
Distribution in cash. See "Description of the Preferred
Securities -- Liquidation Distribution Upon Termination." Upon any voluntary or
involuntary liquidation or bankruptcy of MBNA, the Property Trustee, as holder
of the Junior Subordinated Debentures, would be a subordinated creditor of MBNA,
subordinated in right of payment to all Senior Debt as set forth in the
Indenture, but entitled to receive payment in full of principal and interest,
before any stockholders of MBNA receive payments or distributions. Since MBNA is
the guarantor under the Guarantee and has agreed to pay for all costs, expenses
and liabilities of the Trust (other than the Trust's obligations to the holders
of its Preferred Securities), the positions of a holder of such Preferred
Securities and a holder of the Junior Subordinated Debentures relative to other
creditors and to stockholders of MBNA in the event liquidation or bankruptcy of
MBNA are expected to be substantially the same.

DESCRIPTION OF THE SERIES A PREFERRED STOCK

The description of certain provisions of the Series A Preferred Stock set
forth below does not purport to be complete and is subject to and qualified in
its entirety by reference to MBNA's charter filed with the Securities and
Exchange Commission. As used herein, the term "Board of Directors" includes any
duly authorized committee of the Board of Directors.

GENERAL

MBNA's charter authorizes the issuance of 720,000,000 shares of stock, of
which 700,000,000 shares are classified as common stock and 20,000,000 shares
are classified as Preferred Stock. The charter authorizes MBNA's Board of
Directors to classify Preferred Stock into one or more series and to set the
terms of each series. The charter also authorizes the Board of Directors to
reclassify authorized but unissued shares of common stock as Preferred Stock or
other classes of stock. Pursuant to this authority, the Board of Directors had
classified 6,000,000 shares of Preferred Stock as shares of 7.50% Cumulative
Preferred Stock, Series A, and has set the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption as described below. The
Board of Directors is authorized to set the terms of and to approve the issuance
of additional series of Preferred Stock, including without limitation, MBNA's
Adjustable Rate Preferred Stock, Series B ("Series B Preferred Stock").

RANK

With respect to dividend rights and rights on liquidation, winding up and
dissolution, the Series A Preferred Stock rank (i) senior to all classes of
common stock of MBNA and to all equity securities issued by MBNA, the terms of
which specifically provide that such equity securities will rank junior to the
Series A Preferred Stock (such common stock and such other equity securities
being collectively referred to as the "Junior Securities"); (ii) on a parity
with all equity securities issued by MBNA the terms of which specifically
provide that such equity securities will rank on a parity with the Preferred
Stock (collectively referred to as the "Parity Securities"), including, without
limitation, MBNA's Series B Preferred Stock; and (iii) junior to all equity
securities issued by MBNA the terms of which specifically provide that such
equity securities will rank senior to the Series A Preferred Stock ("Senior
Securities"). As of the date of this Prospectus, there are no outstanding shares
of equity stock of MBNA which constitute Parity Securities (other than the
Series B Preferred Stock) or Senior Securities.

DIVIDENDS

Holders of shares of Series A Preferred Stock will be entitled to receive,
as, if and when declared by the Board of Directors of MBNA out of assets of MBNA
legally available for payment, cash dividends, which shall be fully cumulative
from the date of original issue, at the annual rate of $1.875 per share.
Dividends on

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the Series A Preferred Stock will be payable quarterly, as, if and when declared
by the Board of Directors of MBNA, on April 15, July 15, October 15 and January
15 of each year at such annual rate.

If a dividend payment date is not a business day, dividends (if declared)
on the Series A Preferred Stock will be paid on the immediately succeeding
business day, without interest. A dividend period with respect to a dividend
payment date is the period commencing on the immediately preceding dividend
payment date and ending on the day immediately prior to the next succeeding
dividend payment date. Each dividend will be payable to holders of record as
they appear on the stock books of MBNA on such record dates as shall be fixed by
the Board of Directors of MBNA and shall be not more than 60 days preceding the
payment date of such dividend. The right of the holders of the Series A
Preferred Stock to receive dividends is fully cumulative and, accordingly, all
dividends not paid, whether or not declared, will accumulate without interest
until declared and paid, which declaration and payment may be for all or part of
the then accumulated dividends. MBNA's ability to pay dividends on its Series A
Preferred Stock, including the Series A Preferred Stock, is subject to policies
established by the Federal Reserve Board.

No dividends may be declared or paid or funds set apart for the payment of
dividends on any Junior Securities unless full cumulative dividends for all
dividend periods terminating on or prior to the date of such declaration or
payment shall have been paid or declared and a sum sufficient for the payment
thereof set apart for payment on the Series A Preferred Stock. If dividends are
not paid in full upon the Preferred Stock and any Parity Securities, all
dividends declared upon shares of Series A Preferred Stock and any Parity
Securities will be declared pro rata so that the amount of dividends declared
per share on the Series A Preferred Stock and any Parity Securities will in all
cases bear to each other the same ratio that accrued dividends per share on the
shares of Series A Preferred Stock and such Parity Securities bear to each
other. If, for any dividend period, full dividends on a cumulative basis on any
share or shares of Series A Preferred Stock or full dividends on any outstanding
Parity Securities have not been paid, no dividends will be declared or paid or
set aside for payment or other distribution declared or made upon any Junior
Securities, nor will any Junior Securities be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid or made available for a
sinking fund for the redemption of any shares of any such Junior Securities
(except by conversion into or exchange for other Junior Securities)).

The amount of any dividends payable for any period greater or less than a
full dividend period shall be computed on the basis of a 360-day year consisting
of twelve 30-day months and the actual number of days elapsed in any period less
than one month.

VOTING RIGHTS

Whenever dividends on the Series A Preferred Stock shall be in arrears for
six full quarterly dividend periods, the holders of outstanding shares of the
Series A Preferred Stock (voting as a class with holders of all Parity
Securities upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of two additional
directors on the terms set forth below. Such voting rights will continue until
all past dividends accumulated on the Series A Preferred Stock shall have been
paid in full. Upon payment in full of such dividends such voting rights shall
terminate, subject to re-vesting in the event of each and every subsequent
default in the payment of dividends as aforesaid. Holders of all series of
Parity Securities which are granted such voting rights will vote as a class,
each holder of shares of the Series A Preferred Stock will have one vote for
each share of stock held and each holder of each other series of Parity
Securities will have such number of votes, if any, for each share of stock held
as may be granted to such holder. If the holders of shares of the Series A
Preferred Stock or any other class of Parity Securities become entitled to vote
as described in this paragraph, the Board of Directors will be increased by two
directors, and the holders of the Series A Preferred Stock and the holders of
Parity Securities entitled to vote will have the exclusive right, voting as a
class as described above, to elect two directors at the next annual meeting of
shareholders of MBNA.

Upon termination of the right of the holders of the Series A Preferred
Stock and of the holders of any Parity Securities entitled to vote as described
above to vote for directors as described above, the term of office of all
directors then in office elected by such holders will terminate immediately.
Whenever the term of office

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of the directors elected by such holders ends and the related special voting
rights expire, the number of directors automatically will be decreased to such
number as otherwise would apply.

So long as any shares of Series A Preferred Stock remain outstanding, MBNA
will not, without the affirmative vote of at least two-thirds of the votes
entitled to be cast by holders of shares of the Series A Preferred Stock, (i)
voting as a class with holders of all Parity Securities upon which like voting
rights have been conferred, authorize, create or issue, or increase the
authorized or issued amount, of any Senior Securities; (ii) amend, alter or
repeal, whether by merger, consolidation, share exchange, or otherwise, MBNA's
charter so as to adversely affect the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of the Series A Preferred Stock or the holders thereof;
provided, however, that any increase in the amount of the shares of Series A
Preferred Stock or the creation and issuance of other series of Preferred Stock,
in each case constituting Parity Securities, will not be deemed to adversely
affect such rights, preferences, privileges or voting powers.

The foregoing voting provisions will not apply if all outstanding shares of
Series A Preferred Stock have been redeemed. Such voting provisions shall also
not apply from and after the redemption date if notice has been given to effect
such a redemption in accordance with the provisions set forth below under
"-- Redemption."

CONVERSION RIGHTS

Shares of the Series A Preferred Stock are not convertible into any other
securities of MBNA.

RIGHTS UPON LIQUIDATION

In the event of any voluntary or involuntary liquidation, dissolution or
winding up of MBNA, the holders of the Series A Preferred Stock will be entitled
to receive out of assets of MBNA available for distribution to the shareholders,
before any distribution of assets is made to any holder of Junior Securities,
including common stock, a liquidating distribution in the amount of $25 per
share plus an amount equal to accrued and unpaid dividends (whether or not
declared). If upon any voluntary or involuntary liquidation, dissolution or
winding up of MBNA, the amounts payable with respect to the Series A Preferred
Stock and any other Parity Securities are not paid in full, all distributions to
holders of the Series A Preferred Stock and any Parity Securities will be paid
pro rata so that the amount of distributions per share on the Series A Preferred
Stock and any Parity Securities will in all cases bear to each other the same
ratio that the stated liquidation preference per share on the shares of Series A
Preferred Stock and such Parity Securities bear to each other.

REDEMPTION

The Series A Preferred Stock is not subject to any mandatory redemption,
sinking fund or other similar provisions, and the holders of the Series A
Preferred Stock have no right to require redemption of the Series A Preferred
Stock.

Prior to January 15, 2001, the Series A Preferred Stock is not redeemable.
On and after such date, shares of Series A Preferred Stock will be redeemable,
in whole or in part, at the option of MBNA, at any time and from time to time
upon not less than thirty nor more than sixty days' notice, at $25 per share of
Series A Preferred Stock plus accrued and unpaid dividends (whether or not
declared) on a fully cumulative basis to the date fixed for redemption. Under
current regulations, any such redemption may be effected only with the prior
approval of the Federal Reserve Board.

If less than all outstanding shares of the Series A Preferred Stock are to
be redeemed, the selection of the shares to be redeemed shall be determined by
lot or pro rata as may be determined by the Board of Directors or by any other
method determined by the Board of Directors to be equitable. From and after the
redemption date (unless default be made by MBNA in providing for the payment of
the redemption price), dividends shall cease to accrue on the shares of the
Series A Preferred Stock called for redemption and all rights of the holders
thereof (except the right to receive the redemption price) shall cease.

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TRANSFER AGENT AND REGISTRAR

The Bank of New York is the transfer agent, registrar, dividend disbursing
agent and redemption agent for the Series A Preferred Stock.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Simpson Thacher & Bartlett, in its capacity as special
tax counsel to the Company and the Trust ("Tax Counsel"), the following summary
accurately describes the material United States federal income tax consequences
that may be relevant to (i) the exchange of shares of Series A Preferred Stock
for Preferred Securities and the MBNA Cash Payment Amount, if any, (the
"Exchange") and (ii) the receipt, ownership and disposition of Preferred
Securities. Unless otherwise stated, this summary deals only with the beneficial
owners of Series A Preferred Stock ("shareholders") who are United States
persons (as defined below) that hold their Series A Preferred Stock as a capital
asset (as defined in Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code")) and who receive their Preferred Securities in the Exchange
and will hold such Preferred Securities as capital assets. As used herein, a
"United States person" means (i) a person that is a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, (iii) an estate the income of which is subject to United States federal
income taxation regardless of its source or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust and one or more United States fiduciaries have the authority to
control all the substantial decisions of such trust. The tax treatment of a
shareholder may vary depending on his, her or its particular situation. This
summary does not address all of the United States federal income tax
consequences that may be relevant to a particular shareholder or to shareholders
that may be subject to special tax treatment under the Code, such as banks, real
estate investment trusts, regulated investment companies, insurance companies,
dealers in securities or currencies, tax-exempt investors, persons holding
Series A Preferred Stock or Preferred Securities as part of a hedging or
conversion transaction or a straddle, persons whose "functional currency" is not
the United States dollar or persons who own five percent or more of the stock of
MBNA or any class thereof. In addition, this summary does not include any
description of any United States federal alternative minimum tax consequences or
the tax laws of any state, local or foreign jurisdiction that may be applicable
to a shareholder or to a holder of Preferred Securities. This summary is based
on the Code, the Treasury regulations promulgated thereunder and administrative
and judicial interpretations thereof, all as of the date hereof and all of which
are subject to change, possibly on a retroactive basis. The authorities on which
this summary is based are subject to various interpretations, and the opinions
of Tax Counsel are not binding on the Internal Revenue Service ("IRS") or the
courts, either of which could take a contrary position. Moreover, no rulings
have been or will be sought from the IRS with respect to the transactions
described herein. Accordingly, there can be no assurance that the IRS will not
challenge the opinions expressed herein or that a court would not sustain such a
challenge. Nevertheless, Tax Counsel has advised that it is of the view that, if
challenged, the opinions expressed herein would be sustained by a court with
jurisdiction in a properly presented case.

ALL HOLDERS OF SERIES A PREFERRED STOCK ARE ADVISED TO CONSULT THEIR TAX
ADVISORS AS TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE
AND OF THE OWNERSHIP AND DISPOSITION OF PREFERRED SECURITIES IN LIGHT OF THEIR
PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR OTHER TAX
LAWS.

TAX CONSEQUENCES OF THE EXCHANGE OF SERIES A PREFERRED STOCK FOR PREFERRED
SECURITIES

Tax Consequences of the Exchange

The Exchange will be a taxable transaction for United States federal income
tax purposes. The United States federal income tax consequences of this
transaction to an exchanging shareholder (an "Exchanging Shareholder") will vary
depending on such Exchanging Shareholder's particular circumstances and whether,
based on such circumstances, such Exchanging Shareholder will qualify for
capital gain treatment under

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Section 302 of the Code. Exchanging Shareholders who will not actually or
constructively own shares of any class of MBNA stock following the Exchange will
qualify for capital gain treatment under Section 302 of the Code and, thus, will
recognize gain or loss on the Exchange in an amount equal to the difference
between (i) the sum of (x) the MBNA Cash Payment Amount, if any, received by
such Exchanging Shareholder and (y) the fair market value, as of the Expiration
Date, of such Exchanging Shareholder's pro rata share of the Junior Subordinated
Debentures (as represented by the fair market value of the Preferred Securities
received by such Exchanging Shareholder in the Exchange) (the sum of (x) and (y)
is referred to hereinafter as the "Distribution Amount") and (ii) such
Exchanging Shareholder's adjusted tax basis in the Series A Preferred Stock
surrendered in the Exchange. Such gain or loss will be capital gain or loss, and
will be treated as long-term capital gain or loss if the Exchanging Shareholder
held the Series A Preferred Stock surrendered in the Exchange for more than one
year. Subject to certain limited exceptions, capital losses cannot be applied to
offset ordinary income for United States federal income tax purposes.

Exchanging Shareholders who will actually or constructively own shares of
any class of MBNA stock following the Exchange are advised to consult their own
tax advisors regarding the tax consequences of the Exchange to them, including
the possibility that receipt of the Distribution Amount will be treated as a
dividend (which will be taxable as ordinary income) for United States federal
income tax purposes.

Constructive Ownership

In determining whether an Exchanging Shareholder will qualify for capital
gain treatment under Section 302 of the Code, an Exchanging Shareholder must
take into account not only the Series A Preferred Stock and any other MBNA stock
that such shareholder actually owns, but also shares of Series A Preferred Stock
or other MBNA stock which the Exchanging Shareholder will be considered to
"constructively" own under Section 318 of the Code. Under Section 318 of the
Code, an Exchanging Shareholder may be considered to constructively own (i)
shares of Series A Preferred Stock or other MBNA stock actually owned, and in
some cases constructively owned, by certain related individuals or entities, and
(ii) shares of Series A Preferred Stock or other MBNA stock which the Exchanging
Shareholder has the right to acquire by exercise of an option or pursuant to
conversion or other similar rights. Contemporaneous dispositions or acquisitions
of shares of Series A Preferred Stock or other MBNA stock by an Exchanging
Shareholder or related individuals or entities also may be deemed to be part of
a single, integrated transaction and, therefore, taken into account in
determining whether an Exchanging Shareholder will qualify for capital gain
treatment under Section 302 of the Code.

Non-United States Exchanging Shareholders

In order to avoid the adverse tax consequences that may result from its
failure to withhold United States federal withholding taxes on the Distribution
Amount, MBNA will withhold (or will cause the Exchange Agent to withhold) United
States federal income tax in an amount equal to 30% of the Distribution Amount
payable to a Non-United States Exchanging Shareholder unless MBNA (or the
Exchange Agent) determines that (i) a reduced rate of withholding is applicable
pursuant to a United States tax treaty or (ii) an exemption from such
withholding tax is applicable because such gross proceeds are effectively
connected with the conduct of a trade or business by the Non-United States
Exchanging Shareholder within the United States. (Such withholding obligation
may cause MBNA (or the Exchange Agent) to sell some portion of the Preferred
Securities that otherwise would have been distributed to a Non-United States
Exchanging Shareholder in the Exchange.) For purposes of this discussion, a
"Non-United States Exchanging Shareholder" means any Exchanging Shareholder who
is not a "United States person" (as defined above). Absent definite knowledge to
the contrary, MBNA (or the Exchange Agent) will determine whether a Non-United
States Exchanging Shareholder is not a United States person by reference to such
shareholder's mailing address. A Non-United States Exchanging Shareholder may be
eligible to obtain a refund of such withholding tax, or a portion thereof, if
such Non-United States Exchanging Shareholder (i) qualifies for capital gain
treatment under Section 302 of the Code, (ii) is entitled to a reduced rate of
withholding pursuant to a United States tax treaty and MBNA withheld at a higher
rate, or (iii) is otherwise able to establish that no withholding tax or a
reduced amount of withholding tax was due with respect to the Exchange.
Non-United States Exchanging Shareholders are urged to consult their own tax
advisors regarding the application of

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United States federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and the refund procedures.

Backup Withholding

ANY EXCHANGING SHAREHOLDER WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE
FORM W-9 THAT IS INCLUDED IN THE APPLICABLE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF A NON-UNITED STATES EXCHANGING SHAREHOLDER, THE IRS FORM W-8 OBTAINABLE
FROM THE EXCHANGE AGENT) MAY BE SUBJECT TO A REQUIRED UNITED STATES FEDERAL
INCOME TAX BACKUP WITHHOLDING OF 31% OF THE DISTRIBUTION AMOUNT PAYABLE TO SUCH
EXCHANGING SHAREHOLDER PURSUANT TO THE EXCHANGE. To prevent backup United States
federal income tax withholding with respect to the Distribution Amount received
pursuant to the Exchange, an Exchanging Shareholder who is a United States
person must provide the Exchange Agent with the Exchanging Shareholder's correct
taxpayer identification number and certify that the Exchanging Shareholder is
not subject to backup withholding of United States federal income tax by
completing the Substitute Form W-9 included in the applicable Letter of
Transmittal. Certain Exchanging Shareholders (including, among others, all
corporations and certain Non-United States Exchanging Shareholders) are exempt
from United States backup withholding. For a corporate Exchanging Shareholder to
qualify for such exemption, such corporate Exchanging Shareholder must provide
the Exchange Agent with a properly completed and executed Substitute Form W-9
attesting to its exempt status. In order for a Non-United States Exchanging
Shareholder to qualify as an exempt recipient, the Non-United States Exchanging
Shareholder must submit an IRS Form W-8, Certificate of Foreign Status, signed
under penalties of perjury, attesting to that Non-United States Exchanging
Shareholder's exempt foreign status. A copy of an IRS Form W-8 may be obtained
from the Exchange Agent.

Unless an Exchanging Shareholder provides the appropriate certification,
the Exchange Agent will withhold an amount equal to 31% of the Distribution
Amount that otherwise would have been distributed to such Exchanging
Shareholder. (Such withholding obligation may cause the Exchange Agent to sell
some portion of the Preferred Securities that otherwise would have been
distributed to an Exchanging Shareholder.) The amount of any backup withholding
that is deducted from the Distribution Amount will be allowed as a credit
against such Exchanging Shareholder's United States federal income tax liability
and may entitle such Exchanging Shareholder to a refund, provided that the
required information is furnished to the IRS.

TAXATION OF THE PREFERRED SECURITIES

Classification of the Trust

In connection with the issuance of the Preferred Securities, Tax Counsel is
of the opinion that, under current law and assuming compliance with the terms of
the Trust Agreement, the Trust will be classified as a grantor trust and not as
an association taxable as a corporation for United States federal income tax
purposes. As a result, each beneficial owner of Preferred Securities (a
"Securityholder") will be treated as owning an undivided beneficial interest in
the Junior Subordinated Debentures. Accordingly, each Securityholder will be
required to include in its gross income its pro rata share of the interest
income or OID paid or accrued on the Junior Subordinated Debentures. See
"-- Interest Income and Original Issue Discount."

Classification of the Junior Subordinated Debentures

MBNA, the Trust and the holders of the Trust Securities (by acceptance of a
beneficial interest in a Trust Security) will agree to treat the Junior
Subordinated Debentures as indebtedness for all United States tax purposes. In
connection with the issuance of the Junior Subordinated Debentures, Tax Counsel
is of the opinion that, under current law, and based on certain representations,
facts and assumptions set forth in such opinion, the Junior Subordinated
Debentures will be classified as indebtedness for United States federal income
tax purposes.

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<PAGE> 75

Interest Income and Original Issue Discount

The Junior Subordinated Debentures will be considered to have been issued
with OID (within the meaning of Section 1273(a) of the Code) if the "issue
price" of the Junior Subordinated Debentures is less than the "stated redemption
price at maturity" of the Junior Subordinated Debentures by an amount that is
greater than the product of .25% of such "stated redemption price at maturity"
and the number of complete years to maturity (e.g., 30 years) of the Junior
Subordinated Debentures (such product is referred to herein as the "De Minimis
OID Amount"). The "issue price" of the Junior Subordinated Debentures will be
equal to the fair market value of the Junior Subordinated Debentures as of the
Expiration Date. The "stated redemption price at maturity" of the Junior
Subordinated Debentures will be equal to the sum of all the payments to be made
on the Junior Subordinated Debentures, other than payments of "qualified stated
interest."

The stated interest on the Junior Subordinated Debentures should be
considered "qualified stated interest" under the applicable Treasury regulations
(the "Treasury Regulations") because MBNA believes that the likelihood of it
exercising its option to defer payment of the stated interest on the Junior
Subordinated Debentures is remote inasmuch as the exercise of such deferral
option would, under the terms of the Junior Subordinated Debentures, prohibit
MBNA from making any distributions with respect to its capital stock until such
interest is paid.

Accordingly, (i) the Junior Subordinated Debentures will not be considered
to have been issued with OID unless the aggregate stated principal amount of the
Junior Subordinated Debentures exceeds the aggregate fair market value of the
Junior Subordinated Debentures, as of the Expiration Date, by more than the De
Minimis OID Amount, and (ii), except as set forth below, a Securityholder
generally will include in income its pro rata share of the stated interest on
the Junior Subordinated Debentures at the time such stated interest is paid or
accrued in accordance with such Securityholder's regular method of tax
accounting.

If, however, the aggregate stated principal amount of the Junior
Subordinated Debentures exceeds the aggregate fair market value of the Junior
Subordinated Debentures, as of the Expiration Date, by more than the De Minimis
OID Amount, the Junior Subordinated Debentures will be considered to have issued
with OID for United States federal income tax purposes and Securityholders will
be required to accrue their pro rata share of such excess (as OID) on a daily
economic accrual basis (using the constant-yield-to-maturity method of accrual
described in Section 1272(a) of the Code) regardless of their regular method of
tax accounting. Consequently, Securityholders would be required to include the
amount of such excess in income for United States federal income tax purposes in
advance of receipt of the cash attributable to such income. In addition, if MBNA
exercises its right to defer payments of stated interest on the Junior
Subordinated Debentures, the Securityholders also will be required to accrue the
stated interest (together with any OID, or if the Junior Subordinated Debentures
are not considered to have been issued with OID, the De Minimis OID Amount, if
any, on the Junior Subordinated Debentures) as OID on a daily economic accrual
basis. Any amount of OID included in a Securityholder's gross income will
increase such Securityholder's adjusted tax basis in its Preferred Securities,
and the amount of Distributions received by a Securityholder with respect to
such Preferred Securities (other than Distributions received with respect to
payments of qualified stated interest on the Securityholder's pro rata share of
the Junior Subordinated Debentures) will reduce the adjusted tax basis of such
Preferred Securities.

Moreover, if the Junior Subordinated Debentures are not considered to have
been issued with OID (i.e., because the aggregate fair market value of the
Junior Subordinated Debentures, as of the Expiration Date, is not less than the
aggregate stated principal amount of the Junior Subordinated Debentures by an
amount in excess of the De Minimis OID Amount) and MBNA exercises its right to
defer payments of interest on the Junior Subordinated Debentures, the Junior
Subordinated Debentures will become OID instruments at such time and all holders
of the Junior Subordinated Debentures, and, consequently, all Securityholders,
will be required to accrue their pro rata share of OID (which will include both
the stated interest and the De Minimis OID Amount, if any, on the Junior
Subordinated Debentures) on a daily economic accrual basis during the Extension
Period even though MBNA will not pay the stated interest on the Junior
Subordinated Debentures until the end of the Extension Period, and even though
some Securityholders may use the cash method of tax

68
<PAGE> 76

accounting. In addition, the Junior Subordinated Debentures will be taxed
thereafter as OID instruments for as long as they remain outstanding. Thus, even
after the end of an Extension Period, all Securityholders would be required to
continue to include the stated interest (and the De Minimis OID Amount, if any)
on the Junior Subordinated Debentures in income on a daily economic accrual
basis, regardless of their method of tax accounting and in advance of receipt of
the cash attributable to such income. In this instance, under the OID economic
accrual rules, a Securityholder would accrue an amount of interest income each
year that approximates the stated interest payments called for under the terms
of the Junior Subordinated Debentures, and actual cash payments of stated
interest on the Junior Subordinated Debentures would not be reported separately
as taxable income. Any amount of OID included in a Securityholder's gross income
(whether or not during an Extension Period) with respect to a Preferred Security
will increase such Securityholder's adjusted tax basis in such Preferred
Security, and the amount of Distributions received by such Securityholder in
respect of such accrued OID will reduce the adjusted tax basis of such Preferred
Security.

The Treasury Regulations described above have not been addressed in any
rulings or other interpretations by the IRS, and it is possible that the IRS
could take a contrary position. If the IRS were to assert successfully that the
stated interest on the Junior Subordinated Debentures was OID regardless of
whether MBNA exercises its right to defer payments of interest on such
debentures, all Securityholders would be required to include such stated
interest in income on a daily economic accrual basis as described above.

Corporate Securityholders will not be entitled to dividends-received
deductions with respect to any income recognized with respect to the Preferred
Securities.

Amortization of Bond Premium

If the fair market value of the Junior Subordinated Debentures, as of the
Expiration Date, exceeds the aggregate stated principal amount of the Junior
Subordinated Debentures, the Junior Subordinated Debentures will not be
considered to have been issued with OID and such excess will be considered
"amortizable bond premium." A Securityholder generally may elect to amortize its
pro rata share of such bond premium over the term of the Junior Subordinated
Debentures (e.g., 30 years) on a daily economic accrual basis (using the
constant-yield-to-maturity method described above). The amount of such bond
premium that is amortized in any taxable year will be treated as a reduction of
the Securityholder's pro rata share of the interest income (or OID) on the
Junior Subordinated Debentures. If a Securityholder does not make an election to
amortize such bond premium, the amount of such bond premium will reduce the gain
(or increase the loss) recognized by the Securityholder upon a taxable
disposition of its Preferred Securities (or Junior Subordinated Debentures). If
a Securityholder makes an election to amortize its pro rata share of bond
premium on an economic accrual basis, such election will apply to all debt
instruments held or subsequently acquired by such Securityholder on or after the
first day of the first taxable year to which such election applies and such
election may not be revoked without the consent of the IRS.

Distribution of Junior Subordinated Debentures to Holders of Preferred
Securities

Under current law, a distribution by the Trust of the Junior Subordinated
Debentures as described under the caption "Description of the Preferred
Securities -- Liquidation Distribution Upon Termination" will be non-taxable and
will result in the Securityholder receiving directly its pro rata share of the
Junior Subordinated Debentures previously held indirectly through the Trust,
with a holding period and aggregate tax basis equal to the holding period and
aggregate tax basis such Securityholder had in its Preferred Securities
immediately before such distribution. If, however, the liquidation of the Trust
were to occur because the Trust is subject to United States federal income tax
with respect to income accrued or received on the Junior Subordinated
Debentures, the distribution of Junior Subordinated Debentures to
Securityholders by the Trust would be a taxable event to the Trust and each
Securityholder and a Securityholder would recognize gain or loss as if the
Securityholder had exchanged its Preferred Securities for the Junior
Subordinated Debentures it received upon the liquidation of the Trust. A
Securityholder will accrue interest in respect of Junior Subordinated Debentures
received from the Trust in the manner described above under "-- Interest Income
and Original Issue Discount."

69
<PAGE> 77

Sales or Redemption of Preferred Securities

Gain or loss will be recognized by a Securityholder on a sale of Preferred
Securities (including a redemption for cash) in an amount equal to the
difference between the amount realized by the Securityholder on the sale or
redemption of the Preferred Securities (except to the extent that such amount
realized is characterized as a payment in respect of accrued but unpaid interest
on such Securityholder's allocable share of the Junior Subordinated Debentures
that such Securityholder has not included in gross income previously) and the
Securityholder's adjusted tax basis in the Preferred Securities sold or
redeemed. Such gain or loss generally will be taxable as long-term capital gain
or loss if the Securityholder held the Preferred Securities that it sold or
redeemed for more than one year. Subject to certain limited exceptions, capital
losses cannot be applied to offset ordinary income for United States federal
income tax purposes.

Non-United States Holders

As used herein, the term "Non-United States Holder" means any
Securityholder that is not a United States person (as defined above). As
discussed above, the Preferred Securities will be treated as evidence of an
undivided beneficial ownership interest in the Junior Subordinated Debentures.
See "-- Classification of the Trust." Thus, under present United States federal
income tax law, and subject to the discussion below concerning backup
withholding:

(a) no withholding of United States federal income tax will be
required with respect to the payment by the Trust or MBNA (or any paying
agent of either the Trust or MBNA (a "Paying Agent")) of principal or
interest (which for purposes of this discussion includes any OID) with
respect to the Preferred Securities (or on the Junior Subordinated
Debentures), to a Non-United States Holder, provided (i) that the
beneficial owner of the Preferred Securities ("Beneficial Owner") does not
actually or constructively own 10% or more of the total combined voting
power of all classes of stock of MBNA entitled to vote within the meaning
of section 871(h)(3) of the Code and the regulations thereunder, (ii) the
Beneficial Owner is not a controlled foreign corporation that is related to
MBNA through stock ownership, (iii) the Beneficial Owner is not a bank
whose receipt of interest with respect to the Preferred Securities (or on
the Junior Subordinated Debentures) is described in section 881(c)(3)(A) of
the Code and (iv) the Beneficial Owner satisfies the statement requirement
(described generally below) set forth in section 871(h) and section 881(c)
of the Code and the regulations thereunder; and

(b) no withholding of United States federal income tax will be
required with respect to any gain realized by a Non-United States Holder
upon the sale or other disposition of the Preferred Securities (or the
Junior Subordinated Debentures).

To satisfy the requirement referred to in (a)(iv) above, the Beneficial
Owner, or a financial institution holding the Preferred Securities on behalf of
such owner, must provide, in accordance with specified procedures, to the Trust
or a Paying Agent, a statement to the effect that the Beneficial Owner is not a
United States person (as defined above). Pursuant to current temporary Treasury
regulations, these requirements will be met if (1) the Beneficial Owner provides
his name and address, and certifies, under penalties of perjury, that it is not
a United States Person (which certification may be made on an IRS Form W-8 (or
successor form)) or (2) a financial institution holding the Preferred Securities
on behalf of the Beneficial Owner certifies, under penalties of perjury, that
such statement has been received by it and furnishes the Trust or a Paying Agent
with a copy thereof.

If a Non-United States Holder cannot satisfy the requirements of the
"portfolio interest" exception described in (a) above, payments of interest made
to such Non-United States Holder will be subject to a 30% withholding tax unless
the Beneficial Owner provides the Trust (or MBNA or a Paying Agent, as the case
may be), with a properly executed (1) IRS Form 1001 (or successor form) claiming
an exemption from, or a reduction of, such withholding tax under the benefit of
an applicable United States tax treaty or (2) IRS Form 4224 (or successor form)
stating that interest paid with respect to the Preferred Securities (or on the
Junior Subordinated Debentures) is not subject to withholding tax because it is
effectively connected with the Beneficial Owner's conduct of a trade or business
in the United States.

70
<PAGE> 78

If a Non-United States Holder is engaged in a trade or business in the
United States and interest with respect to the Preferred Securities (or on the
Junior Subordinated Debentures) is effectively connected with the conduct of
such trade or business, the Non-United States Holder, although exempt from the
withholding tax discussed above, will be subject to United States federal income
tax on such interest income on a net income basis in the same manner as if it
were a United States person. In addition, if such Non-United States Holder is a
foreign corporation, it may be subject to a branch profits tax equal to 30% of
its effectively connected earnings and profits for the taxable year, subject to
adjustments. For this purpose, such interest income would be included in such
foreign corporation's effectively connected earnings and profits.

Any gain realized upon the sale or other disposition of the Preferred
Securities (or the Junior Subordinated Debentures) generally will not be subject
to United States federal income tax unless (i) such gain is effectively
connected with a trade or business carried on in the United States by the
Non-United States Holder, (ii) in the case of a Non-United States Holder who is
an individual, such individual is present in the United States for 183 days or
more in the taxable year of such sale, exchange or retirement, and certain other
conditions are met, or (iii) in the case of any gain representing accrued
interest on the Junior Subordinated Debentures, the requirements described above
are not satisfied.

As discussed below, legislation has been proposed that would deny an
interest deduction to MBNA for the interest payable on the Junior Subordinated
Debentures. Such Proposed Legislation also may cause the Junior Subordinated
Debentures to be classified as equity (rather than indebtedness) of MBNA for
United States federal income purposes and, thus, cause the income derived from
the Junior Subordinated Debentures to be characterized as dividend, rather than
interest, income for such purposes. Dividend income is not eligible for the
"portfolio interest" exception described in (a) above. Therefore, if the
Proposed Legislation is enacted, income derived by a Non-United States Holder on
the Preferred Securities may be subject to the 30% United States federal
withholding tax described above unless a reduction or elimination of such tax
was available under an applicable United States tax treaty or such dividend
income was effectively connected with a trade or business carried on in the
United States by such Non-United States Holder. There can be no assurance that
the Proposed Legislation or future legislative or administrative proposals or
final legislation will not adversely affect the characterization of income paid
on the Preferred Securities (or the Junior Subordinated Debentures) or otherwise
adversely affect a Non-United States Holder. See "-- Possible Tax Law Changes".

Backup Withholding Tax and Information Reporting

The amount of interest (or OID, if any) accrued with respect to the
Preferred Securities (or on the Junior Subordinated Debentures) held of record
by United States Persons (other than corporations and other exempt
Securityholders) will be reported to the Internal Revenue Service. Backup
withholding at a rate of 31% will apply to payments of interest (or OID, if any)
to nonexempt United States persons unless the Securityholder furnishes its
taxpayer identification number in the manner prescribed in applicable Treasury
regulations, certifies that such number is correct, certifies as to no loss of
exemption from backup withholding and meets certain other conditions.

Payment of the proceeds from the disposition of Preferred Securities (or
Junior Subordinated Debentures) to or through the United States office of a
broker is subject to information reporting and backup withholding unless the
holder or beneficial owner establishes an exemption from information reporting
and backup withholding.

Any amounts withheld from a Securityholder under the backup withholding
rules will be allowed as a refund or a credit against such Securityholder's
United States federal income tax liability, provided the required information is
furnished to the Internal Revenue Service.

It is anticipated that income on the Preferred Securities will be reported
to holders on an IRS Form 1099, which will be mailed to holders of the Preferred
Securities by January 31 following each calendar year.

71
<PAGE> 79

Possible Tax Law Changes

ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan
subject to ERISA should consider the fiduciary standards of ERISA in the context
of the plan's particular circumstances before authorizing an investment in the
Preferred Securities. Among other factors, the fiduciary should consider whether
such an investment is in accordance with the documents governing the plan and
whether an investment is appropriate for the plan in view of its overall
investment policy and the composition and diversification of its portfolio.
Other provisions of ERISA and the Code prohibit an employee benefit plan from
engaging in certain transactions involving "plan assets" with parties which are
"parties in interest" under ERISA or "disqualified persons" under the Code with
respect to the plan. Therefore, a fiduciary of an employee benefit plan should
also consider whether an investment in the Preferred Securities might constitute
or give rise to a prohibited transaction under ERISA and the Code.

If the assets of the Trust were deemed to be plan assets of employee
benefit plans that are holders of the Preferred Securities, the plan's
investments in the Preferred Securities might be deemed to constitute a
delegation under ERISA of the duty to manage plan assets by a fiduciary
investing in Preferred Securities, and certain transactions involving the
operation of the Trust might be deemed to constitute prohibited transactions
under ERISA and the Code.

The U.S. Department of Labor (the "DOL") has issued a final regulation with
regard to whether the underlying assets of an entity in which employee benefit
plans acquire equity interests would be deemed to be plan assets. The regulation
provides that the underlying assets of an entity will not be considered to be
plan assets if the equity interests acquired by employee benefit plans are
"publicly-offered securities" -- that is, they are (1) widely held (i.e., owned
by more than 100 investors independent of MBNA and of each other), (2) freely
transferable and (3) sold as part of an offering pursuant to an effective
registration statement under the Securities Act and then timely registered under
Section 12(b) or 12(9) of the Exchange Act. It is expected that the Preferred
Securities will meet the criteria of "publicly-offered securities" above. MBNA
expects (although no assurances can be given) that the Preferred Securities will
be held by at least 100 independent investors at the conclusion of the offer to
exchange.

72
<PAGE> 80

Even if the Trust were deemed to be "plan assets" of employee benefit plans
that are holders of the Preferred Securities of the Trust, there are five class
exemptions issued by the DOL which would apply to exempt certain transactions
involving assets of the Trust from the prohibited transaction provisions of
ERISA and the Code -- Prohibited Transaction Exemption 84-14, for certain
transactions determined by qualified professional asset managers, Prohibited
Transaction Exemption 90-1, for certain transactions involving insurance company
pooled separate accounts, Prohibited Transaction Exemption 91-38, for certain
transactions involving bank collective investment funds, Prohibited Transaction
Exemption 95-60 for certain transactions involving insurance company general
accounts, and Prohibited Transaction Exemption 96-23, for certain transactions
determined by in house asset managers.

MBNA and certain of its affiliates might be considered parties in interest
or disqualified persons with respect to certain employee benefit plans, such as
plans for which MBNA serves as trustee. Special caution should be exercised
before such an employee plan benefit purchases Preferred Securities in such
circumstances.

Due to the complexity of these rules and the penalties imposed upon persons
involved in prohibited transactions, it is important that an employee benefit
plan considering the purchase of Preferred Securities consult with its counsel
regarding the consequences under ERISA of the acquisition and ownership of
Preferred Securities. Employee benefit plans which are governmental plans (as
defined in Section 3(32) of ERISA) and certain church plans (as defined in
Section 3(33) of ERISA) generally are not subject to ERISA requirements.

VALIDITY OF SECURITIES

Certain matters of Delaware law relating to the validity of the Preferred
Securities, the enforceability of the Trust Agreement and the formation of the
Trust will be passed upon by Richards, Layton & Finger, special Delaware counsel
to MBNA and the Trust. The validity of the Guarantee and the Junior Subordinated
Debentures will be passed upon for MBNA by Simpson Thacher & Bartlett (a
partnership which includes professional corporations) and for the Dealer Manager
by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Simpson Thacher
& Bartlett and Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York will
rely on the opinion of John W. Scheflen, Executive Vice President, General
Counsel and Secretary of MBNA as to matters of Maryland law and the opinion of
Richards, Layton & Finger as to matters of Delaware law. Certain matters
relating to United States federal income tax considerations described in this
Prospectus Supplement will be passed upon for MBNA by Simpson Thacher &
Bartlett. Mr. Scheflen owns beneficially in excess of 100,000 shares of common
stock of MBNA, including options exercisable within sixty days under MBNA's 1991
Long Term Incentive Plan. Richards, Layton & Finger regularly performs legal
services for MBNA and its subsidiaries.

EXPERTS

The consolidated financial statements of MBNA Corporation incorporated by
reference in MBNA Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

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<PAGE> 81

Facsimile copies of Letters of Transmittal will be accepted, Letters of
Transmittal, certificates representing Series A Preferred Stock and any other
required document should be sent by each Holder of Series A Preferred Stock or
his broker, dealer, commercial bank, trust company or other nominee to the
Exchange Agent at one of the addresses as set forth below:

The Exchange Agent is:

THE BANK OF NEW YORK

<TABLE>
<S> <C>
By Hand or Overnight Courier: By Mail (Registered or Certified Mail
The Bank of New York Recommended):
Tender & Exchange Department The Bank of New York
101 Barclay Street Tender & Exchange Department
Receive and Deliver Window P.O. Box 11248
New York, New York 10286 Church Street Station
New York, New York 10286-1248
</TABLE>

By Facsimile:
(For Eligible Institutions Only)

(212) 815-6213

Confirm Receipt by Telephone:

(800) 507-9357

Morrow & Co., Inc. has been retained as the Information Agent to assist in
connection with the Offer. Questions and requests for assistance regarding the
Offer, requests for additional copies of this Prospectus, the Letters of
Transmittal and requests for Notice of Guaranteed Delivery may be directed to
the Information Agent.

The Information Agent is:

MORROW & CO., INC.

909 Third Avenue

20th Floor

New York, New York 10022

(212) 754-8000

(800) 566-9061 (Toll-Free)

Banks and Brokerage Firms, Please Call:

(800) 662-5200 (Toll-Free)

Any questions or requests for assistance or additional copies of this
Prospectus, the Letter of Transmittal or for copies of the Notice of Guaranteed
Delivery may be directed to the Information Agent at its telephone number and
location set forth above. You may also contact your broker, dealer, commercial
bank or trust company or other nominee for assistance concerning the Offer.

The Dealer Manager for the Offer is:

MERRILL LYNCH & CO.
World Financial Center
North Tower -- Seventh Floor
New York, New York 10281
(888) ML4-TNDR (Toll-Free)

(888) 654-8637 (Toll-Free)

<PAGE> 82

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

A list of exhibits included as part of this Registration Statement is set
forth in an Exhibit Index which immediately precedes such exhibits.

(b) The following financial statement schedules are filed as part of this
Registration Statement:

None.

All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the Financial
Statements of the Registrant or Notes thereto.

II-1
<PAGE> 83

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WILMINGTON,
STATE OF DELAWARE, ON FEBRUARY 25, 1997.

MBNA CORPORATION

By: /s/ VERNON H.C. WRIGHT
----------------------------------
Name: Vernon H.C. Wright
Title: Executive Vice President
and

Chief Corporate Finance Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON FEBRUARY 25, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
* Chairman and Chief Executive Officer and
- --------------------------------------------- Director
Alfred Lerner

* President and Director
- ---------------------------------------------
Charles M. Cawley

* Executive Vice President, Chief Financial
- --------------------------------------------- Officer and Chief Accounting Officer and
M. Scot Kaufman Treasurer (principal financial and
accounting officer)
* Director
- ---------------------------------------------
James H. Berick, Esq.

* Director
- ---------------------------------------------
Randolph D. Lerner, Esq.

* Director
- ---------------------------------------------
Stuart L. Markowitz, M.D.

* Director
- ---------------------------------------------
Michael Rosenthal, Ph.D.

*By: /s/ JOHN W. SCHEFLEN Attorney-in-fact
----------------------------------------
John W. Scheflen
</TABLE>

II-2
<PAGE> 84

SIGNATURES

MBNA CAPITAL C

By: MBNA Corporation, as Depositor

By: /s/ JOHN W. SCHEFLEN
----------------------------------
John W. Scheflen

II-3
<PAGE> 85

INDEX OF EXHIBITS

<TABLE>
<S> <C>
1 -- Form of Dealer Manager Agreement.
4(c) -- Indenture between MBNA Corporation and The Bank of New York, as
Trustee.
4(d)(3) -- Certificate of Trust of MBNA Capital C, formerly known as MBNA
Capital III.*
4(e)(3) -- Trust Agreement of MBNA Capital C, formerly known as MBNA Capital
III.*
4(e)(4) -- Amended and Restated Trust Agreement dated as of February 24, 1997.
4(f)(3) -- Form of Amended and Restated Trust Agreement to be used in connection
with the issuance of the Preferred Securities.
4(g)(3) -- Form of Preferred Security (included in Exhibit 4(f)(3)).
4(h)(3) -- Form of Guarantee.
4(i) -- Form of Junior Subordinated Debenture (included in Exhibit 4(c)).
5(a) -- Opinion of John W. Scheflen.
5(b) -- Opinion of Richards, Layton & Finger.
8 -- Tax Opinion of Simpson Thacher & Bartlett.
12 -- Statement regarding Computation of Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends.*
23(a) -- Consent of Ernst & Young L.L.P.
23(b) -- Consent of John W. Scheflen (included in Exhibit 5(a)).
23(c) -- Consent of Richards, Layton & Finger (included in Exhibit 5(b)).
24 -- Powers of Attorney for MBNA (included on signature page).
25(a) -- Form T-1 Statement of Eligibility of the Bank of New York to act as
trustee under the Junior Subordinated Indenture.*
25(d) -- Form T-1 Statement of Eligibility of the Bank of New York to act as
trustee under the Amended and Restated Trust Agreement of MBNA
Capital C, formerly known as MBNA Capital III.*
25(i) -- Form T-1 Statement of Eligibility of the Bank of New York to act as
trustee under the Guarantee for the benefit of the holders of
Preferred Securities of MBNA Capital C, formerly known as MBNA
Capital III.*
99(a) -- Form of Letter of Transmittal.
99(b) -- Form of Notice of Guaranteed Delivery.
99(c) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
99(d) -- Form of Letter to Clients.
99(e) -- Form of Exchange Agent Agreement.
99(f) -- Form of Information Agent Agreement.
99(g) -- Form of Letter to Holders of Series A Preferred Stock.
99(h) -- Form of Questions and Answers Regarding Preferred Securities.
99(i) -- Form of Notice of Offer to Exchange.
</TABLE>

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

* Incorporated by reference to the Exhibit with the same exhibit number to
MBNA's Registration Statement on Form S-3 (No. 333-15435).

<PAGE> 1
Exhibit 1

DEALER MANAGER AGREEMENT

February , 1997

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1329

Ladies and Gentlemen:

MBNA Capital C (the "Trust"), a statutory business trust
organized under the Business Trust Act (the "Delaware Act") of the State of
Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. (Section) 3801
et. seq.), pursuant to the Amended and Restated Declaration of Trust of the
Trust, to be dated as of the Exchange Date (as defined herein) (the
"Declaration"), among MBNA Corporation (the "Company"), as Sponsor, The Bank of
New York, as property trustee (the "Property Trustee"), The Bank of New York
(Delaware), as Delaware trustee (the "Delaware Trustee"), and
___________________, _______________ and _______________, as regular trustees
(the "Regular Trustees" and together with the Property Trustee and the Delaware
Trustee, the "Trustees"), and the holders from time to time of undivided
beneficial ownership interests in the assets of the Trust, proposes to issue its
% Trust Originated Preferred Securities* ("TOPrS(sm)"), Series C (the "Preferred
Securities"), in exchange for up to 6,000,000 shares (the "Target Securities")
of 7.50% Cumulative Preferred Stock, Series A ("the Series A Preferred Stock"),
of the Company. The Preferred Securities will be guaranteed (the "Guarantee") by
the Company to the extent described in the Prospectus (as hereinafter defined).
The exchange described above is herein referred to as the "Exchange Offer" and
any exchange of Preferred Securities for Target Securities pursuant to the
Exchange Offer is herein referred to as an "Exchange". In connection with the
Exchange Offer, the Company will deposit in the Trust as trust assets its %
Junior Subordinated Deferrable Interest Debentures, Series C, due 2027 (the
"Debentures") as set

- --------

*(sm) "Trust Originated Preferred Securities" and "TOPrS" are service marks
of Merrill Lynch & Co., Inc.
<PAGE> 2
forth in the Prospectus, to be issued pursuant to an Indenture, dated April ,
1997, between the Company and The Bank of New York, as trustee (the "Indenture
Trustee"), as supplemented by a Supplemental Indenture to be dated as of the
Exchange Date (the "Supplemental Indenture"), between the Company and the
Indenture Trustee (collectively, the "Indenture").

Each of the Company and the Trust hereby confirms its
agreement with Merrill Lynch & Co. (the "Dealer Manager") as follows:

1. Registration Statement, Prospectus and Offering Materials.
The Company and the Trust have prepared and filed with the Securities and
Exchange Commission (the "Commission"), under the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder (the "Securities Act Regulations"), a registration
statement on Form S-4 covering the registration of the Preferred Securities, the
Guarantee and the Debentures, including the related preliminary prospectus, and
will prepare and file, on or prior to the effective date of such registration
statement, amendments to such registration statement, including a final
prospectus. Each prospectus used before the time such registration statement
becomes effective is herein called a "preliminary prospectus". Such registration
statement, including the exhibits thereto and any documents incorporated by
reference therein, as amended at the time it becomes effective or as thereafter
amended or supplemented from time to time, is herein called the "Registration
Statement". The final prospectus included in the Registration Statement
(including any documents incorporated in the prospectus by reference) is herein
called the "Prospectus", except that if the final prospectus furnished to the
Dealer Manager for use in connection with the Exchange Offer differs from the
prospectus set forth in the Registration Statement (whether or not such
prospectus is required to be filed pursuant to Rule 424 (b)), the term
"Prospectus" shall refer to the final prospectus furnished to the Dealer Manager
for such use. The terms "supplement" and "amendment" or "amend" as used herein
with respect to the Prospectus shall include all documents deemed to be
incorporated by reference in the Prospectus that are filed subsequent to the
date of the Prospectus and prior to the termination of the Exchange Offer by the
Company and the Trust with the Commission pursuant to the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder (collectively, the "Exchange Act").

The Registration Statement, Prospectus and the related letters
from the Dealer Manager to securities brokers, dealers, commercial banks, trust
companies and other nominees, letters to beneficial owners of Target Securities,
letters of transmittal (the "Letters of Transmittal"), notices of guaranteed
delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements,
press releases and other offering materials and information the Company may use
or prepare, approve or authorize for use in connection with the Exchange Offer,
as amended or supplemented from time to time, are herein collectively referred
to as the "Offering Materials".

2
<PAGE> 3
2. Exchange Offer; Agreement to Act as Dealer Manager. (a) The
Company and the Trust intend to commence the Exchange Offer as soon as
practicable after the Registration Statement becomes effective under the
Securities Act by publicly announcing its commencement and by mailing, or
causing to be mailed on its behalf, copies of the Prospectus, the related
Letters of Transmittal and such of the other Offering Materials as is required
or as the Company and the Trust elect to each holder of Target Securities (the
date of the commencement of such distribution being herein called the
"Commencement Date").

(b) The Company hereby retains the Dealer Manager to advise
the Company and the Trust with respect to the terms and timing of the Exchange
Offer and to assist them in the preparation of the Offering Materials and
retains and authorizes the Dealer Manager to act as dealer manager and to assist
the Company and the Trust with the solicitation of Exchanges (each a
"Solicitation" and collectively the "Solicitations"). On the basis of the
representations and warranties and agreements of the Company and the Trust
herein contained and subject to and in accordance with the terms and conditions
hereof and of the Offering Materials, the Dealer Manager agrees to advise the
Company and the Trust with respect to the terms and timing of the Exchange
Offer, to assist them in the preparation of the Offering Materials, to act as
dealer manager in connection with the Exchange Offer and to assist the Company
and the Trust with the Solicitations. The Dealer Manager agrees to use its
reasonable best efforts to solicit Exchanges.

(c) The Company shall furnish the Dealer Manager, or cause the
transfer agent or registrar for the Target Securities (respectively, the
"Transfer Agent" and "Registrar") to furnish the Dealer Manager, as soon as
practicable after the date hereof (to the extent not previously furnished), with
cards or lists in reasonable quantities or copies thereof showing the names of
persons who were the holders of record or, to the extent available to the
Company, the beneficial owners of the Target Securities as of a recent date,
together with their addresses, and the number of shares of Target Securities
held by them. Additionally, the Company shall use its reasonable best efforts to
update, or to cause the Transfer Agent or Registrar to update, such information
from time to time during the term of this Agreement as may be reasonably
requested by the Dealer Manager. Except as otherwise provided herein, the Dealer
Manager agrees to use such information only in connection with the
Solicitations. The Dealer Manager shall act hereunder as an independent
contractor and nothing herein contained shall make the Dealer Manager an agent
of the Company or any of its subsidiaries or the Trust in connection with any
Solicitation. Nothing contained in this Agreement shall constitute the Dealer
Manager a partner of or joint venturer with the Company or any of its
subsidiaries or the Trust.

(d) The Company and the Trust authorize the Dealer Manager to
use the Offering Materials in connection with the Solicitations and for such
period of time as any Offering Materials are required by law to be delivered in
connection therewith. The Dealer Manager shall not have any obligation to cause
any Offering Materials to be transmitted generally to the holders of the Target
Securities. The Dealer Manager agrees not to give

<PAGE> 4
any written information and not to make any representations to holders of the
Target Securities in connection with any Solicitation other than as contained in
the Offering Materials.

(e) The Company and the Trust authorize the Dealer Manager to
communicate with any information agent (the "Information Agent") or exchange
agent (the "Exchange Agent") appointed by the Company and/or the Trust to act in
such capacity in connection with the Exchange Offer with respect to matters
relating to the Exchange Offer.

(f) The Company and the Trust agree that any reference to the
Dealer Manager in any Offering Materials or in any newspaper announcement or
press release or other public document or communication is subject to the Dealer
Manager's prior consent.

3. Compensation. (a) The Company hereby agrees to pay to the
Dealer Manager for services rendered and to be rendered by them in connection
with the Exchange Offer a fee (the "Management Fee") equal to $____ per share of
Target Securities validly submitted for exchange and not withdrawn in connection
with the Exchange Offer. The Management Fee shall be paid only if the Exchange
Offer is consummated, and shall be paid within one week of the consummation of
the Exchange Offer.

(b) The Company agrees to pay, or cause to be paid to, each
soliciting dealer (including the Dealer Manager acting as a soliciting dealer)
whose name has been inserted in the space provided in the Letter of Transmittal
for that purpose a fee (the "Soliciting Dealer Fee") equal to $___ per share of
Target Securities ($___ per share of Target Securities with respect to the
solicitation of beneficial holders of 10,000 or more shares) validly submitted
for exchange and not withdrawn in connection with the Exchange Offer; provided,
however, that no such fee shall be paid with respect to Target Securities
tendered, directly or indirectly, by soliciting dealers for their own account
and such fee shall not be remitted, in whole or in part, to the beneficial owner
of such Target Securities. The Soliciting Dealer Fee shall be paid only if the
Exchange Offer is consummated and shall be paid to the soliciting dealers within
one week of the consummation of the Exchange Offer.

4. Expenses, Reimbursement. The Company agrees to reimburse
the Dealer Manager directly for all of its reasonable out-of-pocket expenses
incurred in connection with the Exchange Offer, including, without limitation,
the reasonable fees and expenses of the law firm acting as legal counsel for the
Dealer Manager.

5. Certain Covenants of the Trust and the Company. Each of the
Company and the Trust covenants jointly and severally with the Dealer Manager:

(a) To use reasonable efforts to cause the Registration
Statement, including any post-effective amendment thereto, to become effective
and will notify the Dealer Manager as soon as practicable and, if requested by
the Dealer Manager, will

<PAGE> 5

confirm the notice in writing, (i) when any post-effective amendment to the
Registration Statement shall have become effective, or any supplement to the
Prospectus or any amended Prospectus or any amended or additional Offering
Materials shall have been filed, (ii) of the receipt of any comments from the
Commission relating to the Exchange Offer, (iii) of any request by the
Commission to amend the Registration Statement or amend or supplement the
Prospectus or the other Offering Materials or for additional information
relating to the Exchange Offer and (iv) of (A) the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or (B)
the issuance by the Commission of any order preventing or suspending the use of
any of the Offering Materials or (C) the suspension of the qualification of the
Preferred Securities for offering or sale in connection with the Exchange Offer
in any jurisdiction or (D) the institution or threatening of any proceedings for
any of such purposes or (E) the occurrence of any event which could cause the
Company or the Trust to withdraw, rescind, terminate or modify the Exchange
Offer or would permit the Company or the Trust to exercise any right not to
accept the Target Securities tendered pursuant to the Exchange Offer. The
Company and the Trust will make every reasonable effort to prevent the issuance
of any such stop order, the issuance of any order preventing or suspending such
use and the suspension of any such qualification and, if any such order is
issued or qualification suspended, to obtain the lifting of such order or
suspension at the earliest practicable time.

(b) Prior to the termination of the Exchange Offer, before
amending or supplementing the Registration Statement or the Prospectus, to
furnish copies of drafts to, and consult with, the Dealer Manager and its
counsel within a reasonable time in advance of filing with the Commission of any
amendment or supplement to the Registration Statement, the Prospectus or the
other Offering Materials. Neither the Company nor the Trust shall file any such
amendment or supplement to which the Dealer Manager shall reasonably object in
writing; provided, however, that the foregoing shall not apply to any of the
Company's filings with the Commission required to be filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, copies of which such filings the
Company will cause to be delivered to the Dealer Manager promptly after being
transmitted for filing with the Commission.

(c) To furnish promptly to the Dealer Manager, without charge,
one signed copy of the Registration Statement, all amendments thereto and any
other filing with the Commission in connection with the Exchange Offer, whether
filed before or after the Registration Statement becomes effective.

(d) To furnish promptly to the Dealer Manager, without charge,
from time to time until the effective date of the Registration Statement, as
many copies of each preliminary prospectus as the Dealer Manager may request,
and the Company and the Trust hereby consent to the use of such copies for
purposes permitted by the Securities Act and the Exchange Act. The Company will
furnish promptly to the Dealer Manager, without charge, as soon as the
Registration Statement shall have become effective and during the

5
<PAGE> 6
period mentioned in the second sentence of paragraph (e) below such number of
copies of the Prospectus and the other Offering Materials (as supplemented or
amended) as the Dealer Manager may request and will cause all amendments and
supplements filed with the Commission to be distributed to holders of Target
Securities as may be required by the Securities Act and the Exchange Act.

(e) To comply in all material respects with the Securities
Act, the Exchange Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), in connection with the Offering Materials, the Exchange
Offer and the transactions contemplated hereby and thereby, as applicable. If at
any time when the Prospectus is required by the Securities Act or the Exchange
Act to be delivered in connection with any Solicitation or Exchange any event
shall occur or condition shall exist as a result of which it is necessary, in
the reasonable opinion of counsel for the Dealer Manager or counsel for the
Company and the Trust, to amend the Registration Statement or amend or
supplement the Prospectus or any other Offering Materials in order that the
Prospectus or such other Offering Materials will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements in the Prospectus or such other Offering Materials, in the light
of the circumstances under which they were made, not misleading or if, in the
reasonable opinion of either such counsel, it shall be necessary to amend the
Registration Statement or amend or supplement the Prospectus or any other
Offering Materials to comply with the requirements of the Securities Act or the
Exchange Act, the Company and the Trust will promptly prepare, file with the
Commission, subject to Section 5(b) of this Agreement, and furnish, at its own
expense, to the Dealer Manager and to the dealers (whose names and address will
be furnished to the Company by the Dealer Manager) to which Preferred Securities
may have been exchanged, such amendment or supplement as may be necessary to
correct such untrue statement or omission or to make the Registration Statement
or the Prospectus or such other Offering Materials comply with such
requirements.

(f) To endeavor, in cooperation with the Dealer Manager, to
qualify the Preferred Securities for offering and sale in connection with the
Exchange Offer under the applicable securities or Blue Sky laws of such
jurisdictions as the Company and the Trust may elect and to maintain such
qualifications in effect for such time as may be required for the consummation
of the Exchange Offer; provided, however, that neither the Company nor the Trust
shall be obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so
subject; provided, further, that the Dealer Manager shall not be obligated to
solicit tenders in jurisdictions where the Preferred Securities are not
qualified for offer and sale. The Company and the Trust will file such
statements and reports as may be required by the laws of each jurisdiction in
which the Preferred Securities have been qualified as above provided.

<PAGE> 7
(g) To make generally available to the holders of the
Preferred Securities and the Debentures as soon as practicable, but in any event
not later than 45 days after the end of the fiscal quarter of the Company during
which the first anniversary of the effective date of the Registration Statement
occurs (or 90 days in case the period covered corresponds to a fiscal year of
the Company) an earnings statement of the Company (in form complying with the
provisions of Rule 158 of the Securities Act) covering such twelve-month period.

(h) To use its reasonable best efforts to effect the listing
of the Preferred Securities on the New York Stock Exchange, Inc. (the "NYSE"),
subject to official notice of issuance, as soon as practicable after the date
hereof.

(i) To timely file any report or other document required to be
filed by the Company or the Trust with the Commission pursuant to Section 13, 14
or 15 of the Exchange Act during the period of time referred to in the second
sentence of Section 5(e) hereof.

(j) Subject to Section 4(a) of this Agreement, to pay all
costs and expenses incurred in connection with the performance of its
obligations in connection with this Agreement and the Solicitations including,
without limitation, (i) the preparation, printing and filing of the Registration
Statement (including financial statements and exhibits), as originally filed and
as amended, the preliminary prospectuses, the Prospectus and the other Offering
Materials and any amendments or supplements to any of the foregoing, and the
cost of furnishing copies thereof to the Dealer Manager, (ii) the preparation
and distribution of this Agreement and any Blue Sky surveys and the printing of
certificates for the Preferred Securities, (iii) the distribution of the
Offering Materials to the holders of the Target Securities, (iv) the fees and
disbursements of counsel to the Company and the Trust, counsel to the Dealer
Manager and the Company's and the Trust's accountants, (v) the qualification of
the Preferred Securities under the applicable securities laws in accordance with
Section 5(f) of this Agreement and any filing for review of the Exchange Offer
with the National Association of Securities Dealers, Inc. (the "NASD")
(including filing fees and fees and disbursements of counsel for the Dealer
Manager in connection with such filing with the NASD), (vi) the fees and
expenses of the Transfer Agent, the Registrar, the Trustees, the Indenture
Trustee (as defined herein), the trustee under the Guarantee (the "Guarantee
Trustee"), the Information Agent and the Exchange Agent and (vii) all other
costs and expenses incident to the Solicitations incurred by the Trust and the
Company and its subsidiaries. The Company agrees to pay all of the
aforementioned costs and expenses whether or not the Exchange Offer is
consummated.

(k) To advise or cause the Exchange Agent to advise the Dealer
Manager at 5:00 P.M., New York City time, or as promptly as practicable
thereafter, daily (or more frequently if requested), by telephone or facsimile
transmission, as of 4:00 P.M. on such day with respect to Target Securities
tendered as follows:

7
<PAGE> 8
(i) the number of shares of Target Securities validly
tendered represented by certificates physically held by the Exchange Agent (or
for which the Exchange Agent has received confirmation of receipt of book-entry
transfer of such Target Securities into the Exchange Agent's account at a
Depository Institution (as defined in the Prospectus) pursuant to the procedures
set forth in the Exchange Offer) on such day;

(ii) the number of shares of Target Securities
represented by Notices of Guaranteed Delivery on such day;

(iii) the number of shares of Target Securities
properly withdrawn on such day;

(iv) the cumulative number of shares of Target
Securities in categories (i) through (iii) above.

On the day following such oral communication, the Company
shall furnish or cause the Exchange Agent to furnish to the Dealer Manager a
written report confirming the above information which has been communicated
orally. The Company shall furnish or cause the Exchange Agent to furnish to the
Dealer Manager such reasonable information on the tendering holders of Targeted
Securities as may be requested from time to time.

(l) To give the Dealer Manager notice of any change of the
expiration time of the Exchange Offer (the "Expiration Time").

6. Representations and Warranties of the Company and the
Trust. Each of the Company and the Trust jointly and severally represent and
warrant to and agrees with the Dealer Manager that:

(a) Compliance with Registration Requirements. Each prospectus
filed as part of the Registration Statement as originally filed or as part of
any amendment thereto, or filed pursuant to Rule 424 of the Securities Act, will
comply when so filed, in all material respects, as to form with the Securities
Act, the Exchange Act and the Trust Indenture Act; the Registration Statement at
the time it becomes effective and the Prospectus and any other Offering
Materials, on the Commencement Date and on the date on which the Company
commences delivery of the Preferred Securities for exchange of the Target
Securities pursuant to the Exchange Offer (such date, the "Exchange Date"), will
comply, in all material respects, as to form with the Securities Act and the
Exchange Act; each part of the Registration Statement when such part becomes
effective will not contain, and each such part, as amended, if applicable, will
not contain, any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and as of the Commencement Date and the Exchange Date, none of
the Prospectus or the other Offering Materials or any amendments or supplements
to such Offering Materials will contain any untrue statement of a material fact
or omit to state a

8
<PAGE> 9
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that the representations and warranties set forth in this Section 6(a) shall not
apply to statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Trust or the Company by the Dealer
Manager expressly for use in the Registration Statement, Prospectus, any other
Offering Materials or any amendments or supplements to any of the foregoing.

(b) Incorporated Documents. The documents incorporated by
reference or deemed to be incorporated by reference in the Registration
Statement and the Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and any further documents so filed and incorporated by reference
or deemed to be incorporated by reference in the Registration Statement and the
Prospectus or any further amendment or supplement thereto, when such documents
become effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and will not contain an untrue statement or a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the representations
and warranties set forth in this Section 6(b) shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Trust or the Company by the Dealer Manager expressly for use
in the Registration Statement and the Prospectus as amended or supplemented.

(c) No Material Adverse Change in Business. Since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Trust, or of the Company
and its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business (a "Material Adverse Effect"), (B) there have been
no transactions entered into by the Trust, or by the Company or any of its
subsidiaries, other than those in the ordinary course of business, which are
material with respect to the Trust, or to the Company and its subsidiaries
considered as one enterprise, (C) except for regular dividends, there has been
no dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock and (D) there has been no material increase in
the long-term debt of the Company, except such increases as are set forth in the
Prospectus.

9
<PAGE> 10
(d) Good Standing of the Company. The Company has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of Maryland, with power and authority (corporate and other) to
own its properties and conduct its business as described in the Prospectus.

(e) Good Standing of Significant Subsidiaries. Each subsidiary
of the Company which is a significant subsidiary, as defined in Rule 405 of
Regulation C of the regulations promulgated under the Securities Act (each, a
"Significant Subsidiary") has been duly incorporated and is validly existing as
a corporation in good standing under the laws of its jurisdiction of
incorporation except for MBNA America Bank, National Association (the "Bank")
and any other national bank subsidiary, each of which has been duly organized
and is validly existing as a national bank under the laws of the United States,
with power and authority (corporate and other) to own its properties and to
conduct its business as described in the Prospectus.

(f) Foreign Qualification. The Company and each Significant
Subsidiary has been duly qualified as a foreign corporation for the transaction
of business and is in good standing under the laws of each other jurisdiction in
which it owns or leases properties or conducts any business so as to require
qualification.

(g) Authorized Capitalization. The Company has an authorized
capitalization as set forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly authorized and issued
and are fully paid and non-assessable.

(h) Existence of Trust. The Trust has been duly created and is
validly existing as a business trust in good standing under the Delaware Act,
with power and authority to own, lease and operate its properties and conduct
its business as described in the Prospectus, and is not required to be
authorized to do business in any other jurisdiction; all the outstanding
beneficial ownership interests in the assets of the Trust have been duly and
validly authorized and issued, are fully paid and non-assessable and conform to
the descriptions thereof contained in the Prospectus; and the Trust is and will
be treated as a "grantor trust" for federal income tax purposes under existing
law.

(i) Preferred Securities. The Preferred Securities have been
duly and validly authorized, and, when the Preferred Securities are issued and
delivered pursuant to this Agreement, such Preferred Securities will be duly and
validly issued and fully paid and non-assessable beneficial interests in the
Trust entitled to the benefits provided by the Declaration; the Preferred
Securities conform to the description thereof contained in the Registration
Statement and the Preferred Securities will conform to the description thereof
contained in the Prospectus as amended or supplemented with respect to such
Preferred Securities;

10
<PAGE> 11
(j) Common Securities. The Common Securities of the Trust have
been duly authorized and when issued and delivered by the Trust to the Company
against payment therefor as set forth in the Declaration, will be duly and
validly issued and non-assessable beneficial interests in the Trust and will
conform to the description thereof contained in the Prospectus;

(k) Authorization of Company Agreements. The Guarantee, the
Declaration, the Debentures and the Indenture (the Guarantee, the Declaration,
the Debentures and the Indenture being collectively referred to as the "Company
Agreements") have each been duly authorized and when validly executed and
delivered by the Company and, in the case of the Guarantee, by the Guarantee
Trustee (as defined in the Guarantee), in the case of the Declaration, by the
Trustees (as defined in the Declaration) and, in the case of the Indenture, by
the Trustee named therein (the "Debenture Trustee"), and, in the case of the
Debentures, when validly issued by the Company and duly authenticated and
delivered by the Debenture Trustee against payment therefore as contemplated by
the Company Agreements, will constitute valid and legally binding obligations of
the Company, enforceable in accordance with their respective terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, equitable
principles (regardless of whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing; the Debentures are
entitled to the benefits of the Indenture; and the Company Agreements, which
will be in substantially the form filed as an exhibit to the Registration
Statement, will conform to the descriptions thereof in the Prospectus as amended
or supplemented;

(l) Absence of Defaults and Conflicts by the Company. The
issuance by the Company of the Guarantee and the Debentures; the compliance by
the Company with all of the provisions of this Agreement, the Guarantee and the
Debentures; the execution, delivery and performance by the Company of the
Company Agreements; and the consummation of the transactions contemplated herein
and therein, will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the material propertY or assets of the Company is subject, nor will such action
result in any violation of the provisions of the Certificate of Incorporation or
By-laws of the Company or any statute or any order, rule or regulation of any
court or governmental agency or body (including, without limitation, the Board
of Governors of the Federal Reserve System, the Office of the Comptroller of the
Currency and the Federal Deposit Insurance Corporation) having Jurisdiction over
the Company or any of its properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental
agency or body is required for the issue of the Guarantee or the Debentures or
the consummation by the Company of the other transactions contemplated by this
Agreement or the Company Agreements, except such as have been or will have been,
prior to the Commencement Date and the Exchange Date, respectively, obtained
under the Act of the

11
<PAGE> 12
Trust Indenture Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws in
connection with the issuance by the Company of the Guarantee and the Debentures;

(m) Absence of Defaults or Conflicts by the Trust. The issue
and sale of the Preferred Securities by the Trust; the compliance by the Trust
with all of the provisions of this Agreement and the Preferred Securities; the
purchase of the Debentures by the Trust; the execution, delivery and performance
by the Trust of the Declaration and the consummation of the transactions
contemplated herein and therein, will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which such Trust is a party or by which such Trust is bound or to
which any of the material property or assets of such Trust is subject, nor will
such action result in any violation of the provisions of the Declaration or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over such Trust or any of its properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and
sale of the Preferred Securities and the Common Securities by such Trust, the
purchase of the Debentures by the such Trust or the consummation by such Trust
of the transactions contemplated by this Agreement or the Declaration, except
such as have been, or will have been, prior to the Commencement Date and the
Exchange Date, respectively, obtained under the Act and the Trust Indenture Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Preferred Securities;

(n) Absence of Proceedings. Other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending to which the
Trust, the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject, which, if
determined adversely to the Trust, the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders' equity (or net assets, as the
case may be) or results of operations of the Trust, or the Company and its
subsidiaries; and, to the best of the Trust's and the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;

(o) Compliance with Laws. Each of the Company, the Bank and
the Trust is in substantial compliance with, and conducts its business in
substantial conformity with, all applicable laws and governmental regulations.

(p) Select Sections of Registration Statement. The statements
set forth in (i) the Prospectus under the captions "Description of the Junior
Subordinated Debentures", "Description of the Preferred Securities",
"Description of Guarantee", "Relationship Among the Preferred Securities, the
Junior Subordinated Debentures and the Guarantee" and

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<PAGE> 13
"Description of the Series A Preferred Stock", insofar as they constitute a
summary of the terms of the Preferred Securities, Debentures, the Guarantee, the
Indenture, the Declaration and the Series A Preferred Stock, fairly summarize
the information required to be disclosed therein.

(q) Investment Company Act. Neither the Company nor the Trust
is, and after giving effect to the consummation of the Exchange Offer as herein
contemplated and the application of the net proceeds therefrom as described in
the Prospectus neither will be, an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended (the "1940 Act").

7. Indemnification and Contribution. (a) Each of the Company
and the Trust jointly and severally agrees: (A) to indemnify and hold the Dealer
Manager harmless against any loss, damage, expense, liability or claim (i) which
(1) with respect to the Registration Statement, is caused by any untrue
statement or alleged untrue statement of a material fact contained therein or
which is caused by the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or (2) with respect to the Offering Materials or in any
amendment or supplement thereto, is caused by any untrue statement or alleged
untrue statement of a material fact contained in such Offering Materials or
which is caused by the omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except, in any such
case, as to the Dealer Manager insofar as such loss, damage, expense, liability
or claim is caused by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to the Dealer Manager
furnished to the Company or the Trust in writing by the Dealer Manager expressly
for use in the Registration Statement or in such Offering Materials or (ii)
which arises out of or is based upon a withdrawal, rescission or modification of
or a failure to make or consummate the Exchange Offer; and (B) to indemnify and
hold the Dealer Manager harmless against any other loss, damage, expense,
liability or claim which otherwise arises out of or is related to this Agreement
or the Exchange Offer or the services provided by the Dealer Manager in
connection with this Agreement or the Exchange Offer, except to the extent any
such loss, damage, expense, liability or claim referred to in this clause (B) is
found by a final judgment of a court of competent jurisdiction to have resulted
from the Dealer Manager's gross negligence, bad faith or willful misconduct. The
Company and the Trust each jointly and severally agree to indemnify and hold the
Dealer Manager harmless against and reimburse the Dealer Manager for any and all
reasonable expenses (including reasonable legal fees and expenses) as such
expenses are incurred by it in connection with investigating, preparing for or
defending against any such loss, damage, expense, liability or claim, whether or
not resulting in any liability, whether or not such person is a named party in
connection therewith and whether or not such loss, damage, expense, liability or
claim results from action initiated or brought by or on behalf of the Company or
any of its subsidiaries (including the Trust), and any amount paid in settlement
of any litigation, commenced or

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<PAGE> 14
threatened, or of any claim whatsoever as set forth herein if such settlement is
effected with the prior written consent of the Company; provided, however, with
respect to clause (B) above, that neither the Company nor the Trust shall be
liable for any of the foregoing expenses and any amounts previously paid shall
be promptly repaid to the extent that any loss, damage, liability or claim is
found by a final judgment of a court of competent jurisdiction to have resulted
from the Dealer Manager's gross negligence, bad faith or willful misconduct. In
the event that you become involved in any capacity in any action, proceeding or
investigation brought by or against any person, including stockholders of the
Company, in connection with any matter referred to in this Agreement or arising
out of the Exchange Offer for which you would be entitled to indemnification
pursuant to the preceding sentence, the Company and the Trust also agree to
indemnify and hold you harmless against and to reimburse you for any amount paid
in settlement of any litigation commenced or threatened or of any claim
whatsoever as set forth herein if such settlement is effected with the written
consent of the Company and the Trust, which shall not be unreasonably withheld.
The Company and the Trust also agree that the Dealer Manager shall not have any
liability (whether direct or indirect, in tort, contract or otherwise) to the
Company or any of its subsidiaries (including the Trust) or its or their
security holders or creditors related to or arising out of this Agreement or the
Exchange Offer or the services provided by the Dealer Manager in connection with
this Agreement or the Exchange Offer, except (i) for failure to perform its
obligations under this Agreement, (ii) to the extent such liability is found by
a final judgment of a court of competent jurisdiction to have resulted from the
Dealer Manager's gross negligence, bad faith or willful misconduct or (iii) as
expressly provided in the next succeeding paragraph.

The Dealer Manager agrees to indemnify and hold harmless the
Company and the Trust to the same extent as the foregoing indemnity from the
Company and the Trust to the Dealer Manager contained in Section 7(a)(A)(i)
above, but only with reference to information relating to the Dealer Manager
furnished to the Company in writing by the Dealer Manager expressly for use in
the Registration Statement or the Offering Materials.

(b) Promptly after receipt by a person indemnified under this
Section 7 of notice of any suit, action, proceeding or investigation with
respect to which an indemnified party may be entitled to indemnification
hereunder, such indemnified person shall notify the person against whom such
indemnity may be sought in writing of the commencement or the written assertion
thereof; but the omission so to notify such indemnifying person shall not
relieve such indemnifying person from any liability which it may have to such
indemnified person unless the indemnifying person has been materially prejudiced
by such omission. Following such notification, such indemnifying person may
elect in writing to assume the defense of such suit, action, proceeding or
investigation and, upon such election, such indemnifying person shall not be
liable for any legal costs subsequently incurred by such indemnified person
(other than reasonable costs of investigation and providing evidence) in
connection therewith, unless (i) such indemnifying person has failed to provide
counsel reasonably satisfactory to such indemnified person in

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<PAGE> 15
a timely manner, (ii) counsel which has been provided by such indemnifying
person reasonably determines that its representation of such indemnified person
would present it with a conflict of interest or (iii) such indemnified person
reasonably determines that there may be legal defenses available to it which are
different from or in addition to those available to such indemnifying person. In
the event of a determination pursuant to clause (i), (ii) or (iii) above, such
indemnified person shall be entitled to retain separate counsel of their choice
and the fees and expenses of such separate counsel shall be borne by such
indemnifying person. Such indemnifying person shall not in any event be liable
for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for the Dealer Manager in any one action or group
of related actions, except as provided in the immediately preceding sentence.
Whether or not such indemnifying person shall have assumed the defense of any
suit, action, proceeding or investigation, the Company, the Trust and the Dealer
Manager agree to cooperate in the defense thereof and shall furnish such
records, information and testimony, and attend such conferences, discovery
proceedings, hearings, trials and appeals, as may be reasonably requested in
connection therewith.

(c) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified person to the
extent provided under subsection (a) above in respect of any losses, damages,
expenses, liabilities or claims referred to therein, then the indemnifying
person shall contribute to the amount paid or payable by such indemnified person
as a result of such losses, damages, expenses, liabilities or claims (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and its subsidiaries (including the Trust) on the one hand and the
Dealer Manager on the other from the Exchange Offer or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) but also the relative fault of the Company and its subsidiaries
(including the Trust) on the one hand and the Dealer Manager on the other in
connection with any statements or omissions or any other matters which resulted
in such losses, damages, expenses, liabilities or claims, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and its subsidiaries (including the Trust) on the one hand and the Dealer
Manager on the other shall be deemed to be in the same proportion as the maximum
aggregate liquidation preference of the Preferred Securities issuable pursuant
to the Exchange Offer bears to the maximum amount of fees payable to the Dealer
Manager pursuant to Section 3 hereof (less any expenses payable by the Dealer
Manager to the Company pursuant to Section 4 hereof). The relative fault of the
Company and its subsidiaries (including the Trust) on the one hand and the
Dealer Manager on the other (i) in the case of any untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact, shall be determined by reference to, among other things, whether
such statement or omission relates to information supplied by the Company or any
of its subsidiaries (including the Trust) or their affiliates or the Dealer
Manager, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission and (ii) in the
case of any other action or omission, shall be determined by reference to, among
other

<PAGE> 16
things, whether such action or omission was taken or omitted to be taken by the
Company or any of its subsidiaries (including the Trust) or their affiliates or
by the Dealer Manager, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action or omission. The
Company and the Dealer Manager agree that it would not be just and equitable if
contribution pursuant to this subsection (c) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in this subsection (c). Notwithstanding
the provisions of this Section 7(c), the Dealer Manager shall not be required to
contribute any amount in excess of the fee paid to the Dealer Manager pursuant
to Section 3 hereof (less any expenses payable by the Dealer Manager to the
Company pursuant to Section 4 hereof). No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

8. Conditions to Dealer Manager's Obligations. The obligations
of the Dealer Manager hereunder are subject as of the Commencement Date and as
of the Exchange Date to the accuracy of the representations and warranties of
the Company and the Trust contained herein or in certificates of any officer of
the Company or Trustee of the Trust delivered pursuant to the provisions hereof,
to the performance, in all material respects, by the Company and the Trust of
their obligations hereunder to be performed, and to the following additional
conditions:

(a) On the Commencement Date and the Exchange Date, the
Registration Statement shall have become effective under the Securities Act; no
stop order suspending the effectiveness of the Registration Statement shall be
in effect, and no proceedings for such purpose shall be pending before or, to
the Company's or the Trust's knowledge, threatened by the Commission.

(b) On the Commencement Date and the Exchange Date, since the
respective dates as of which information is given in the Prospectus as amended
or supplemented, there shall not have occurred any material adverse change, or
any development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered as one
enterprise whether or not arising in the ordinary course of business.

(c) The Dealer Manager shall have received on the Commencement
Date and the Exchange Date a certificate, dated such date and signed by an
executive officer of the Company, to the effect (i) set forth in clause (b)
above, (ii) that the representations and warranties of the Company contained in
this Agreement are true and correct with the same force and effect as though
expressly made as of such date (except for representations and warranties which
by their terms speak as of a different date or dates), (iii) that the Company
has complied in all material respects with all of the agreements and satisfied
all of the

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<PAGE> 17
conditions on its part to be performed or satisfied on or before such date and
(iv) no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been instituted or are
pending or are, to the best of the Company's knowledge, threatened by the
Commission. The officer signing and delivering such certificate may rely upon
the best of such officer's knowledge as to proceedings threatened.

(d) On the Commencement Date and the Exchange Date, there
shall not have been since the respective dates as of which information is given
in the Prospectus, any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or otherwise,
or in the earnings or business affairs of the Trust.

(e) The Dealer Manager shall have received on the Commencement
Date and the Exchange Date a certificate, dated such date and signed by a
Regular Trustee of the Trust, to the effect (i) set forth in clause (d) above,
(ii) that the representations and warranties of the Trust contained in this
Agreement are true and correct with the same force and effect as though
expressly made as of such date (except for representations and warranties which
by their terms speak as of a different date or dates), (iii) that the Trust has
complied in all material respects with all of the agreements and satisfied all
of the conditions on its part to be performed or satisfied on or before such
date and (iv) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or are, to the best of the Trust's knowledge,
threatened by the Commission. The Regular Trustee signing and delivering such
certificate may rely upon knowledge as to proceedings threatened.

(f) John W. Scheflen, Executive Vice President and General
Counsel of the Company or other counsel for the Company satisfactory to the
Dealer Manager shall have furnished to the Dealer Manager their written
opinions, dated the Commencement Date and the Exchange Date, respectively, in
form and substance satisfactory to the Dealer Manager, to the effect that:

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with power and authority (corporate and
other) to own its properties and conduct its business as described in the
Prospectus;

(ii) Each Significant Subsidiary of the Company has
been duly incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation, except for the Bank and any
other national bank subsidiary, which has been duly organized and is validly
existing under the laws of the United States, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Prospectus (such counsel being entitled to rely in respect of
the opinion

<PAGE> 18
in this clause upon opinions of local counsel and in respect of matters of fact
upon certificates of officers of the Company or its subsidiaries, provided that
such counsel shall state that he believes that both you and he are justified in
relying upon such opinions and certificates);

(iii) The Company and each Significant Subsidiary has
been duly qualified as a foreign corporation for the transaction of business and
is in good standing under the laws of each other jurisdiction in which it owns
or leases properties or conducts any business so as to require qualification, or
is subject to no material liability or disability by reason of failure to be so
qualified in any such jurisdiction (such counsel being entitled to rely in
respect of the opinion in this clause upon opinions of local counsel and in
respect of matters of fact upon certificates of officers of the Company or its
subsidiaries, provided that such counsel shall state that they believe that both
you and they are justified in relying upon such opinions and certificates);

(iv) The Company has an authorized capitalization as
set forth in the Prospectus as amended or supplemented, and all of the issued
shares of capital stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable;

(v) To such counsel's knowledge and other than as set
forth in the Prospectus, there are no legal or governmental proceedings pending
to which the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject which, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders' equity or results of operations
of the Company and its subsidiaries; to such counsel's knowledge, there are no
legal or governmental proceedings pending to which the Trust is a party or of
which any property of the Trust is the subject; and to such counsel's knowledge,
no such proceedings are threatened or contemplated by governmental authorities
or threatened by others;

(vi) This Agreement has been duly authorized,
executed and delivered by the Company;

(vii) The issuance by the Company of the Guarantee
and the Debentures, the compliance by the Company with all of the provisions of
this Agreement, the execution, delivery and performance by the Company of each
of the Guarantee, the Declaration, the Debentures and the Indenture and the
consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known to such counsel to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject; nor will such actions result
in any violation

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<PAGE> 19
of the provisions of the Certificate of Incorporation or By-laws of the Company
or any statute or any order, rule or regulation known to such counsel of any
court or governmental agency or body (including, without limitation, the Board
of Governors of the Federal Reserve System, the Office of the Comptroller of the
Currency and the Federal Deposit Insurance Corporation) having jurisdiction over
the Company or any of its properties; and

(viii) The Registration Statement, as of its
effective date, and the Prospectus, as of its date, (other than the financial
statements and related schedules and other financial data therein and the Form
T-1 Statements of Eligibility and Qualification of the Trustees, as to which
such counsel need express no opinion) comply as to form in all material respects
with requirements of the Act and the Trust Indenture Act and the rules and
regulations thereunder; although he has not independently verified and does not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus, he has no
reason to believe that, as of its effective date, the Registration Statement or
any further amendment thereto made by the Designated Trust or the Company (other
than the financial statements and related schedules and other financial data
therein and the Form T-1 Statements of Eligibility and Qualification of the
Trustees, as to which such counsel need express no opinion) contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that, as of its date, the Prospectus or any amendment or supplement thereto made
by the Trust or the Company (other than the financial statements and related
schedules and other financial data therein and the Form T-1 Statements of
Eligibility and Qualification of the Trustees, as to which such counsel need
express no opinion) contained an untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading or that, as of
the Commencement Date and the Exchange Date, respectively, either the
Registration Statement or the Prospectus or any amendment or supplement thereto
made by the Trust or the Company (other than the financial statements and
related schedules and other financial data therein and the Form T-1 Statements
of Eligibility and Qualification of the Trustees, as to which such counsel need
express no opinion) contains an untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and he does not
know of any contracts or other documents of a character required to be filed as
an exhibit to the Registration Statement or required to be incorporated by
reference into the Prospectus or required to be described in the Registration
Statement or the Prospectus which are not filed or incorporated by reference or
described as required.

In giving such opinion, such counsel may rely as to all
matters governed by the laws of the State of New York, on the opinion delivered
pursuant to Section 8(g) hereof by Simpson Thacher & Bartlett.

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<PAGE> 20
(g) Simpson Thacher & Bartlett, counsel for the Company, shall
have furnished to the Dealer Manager their written opinions, dated the
Commencement Date and the Exchange Date, respectively, in form and substance
satisfactory to the Dealer Manager, to the effect that:

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Maryland;

(ii) This Agreement has been duly authorized,
executed and delivered by the Company;

(iii) No consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the issue and sale of the Preferred Securities being
delivered at the Exchange Date, as the case may be, or the issuance of the
Guarantee and the Debentures or the consummation by the Trust or the Company of
the transactions contemplated by this Agreement and each of the Guarantee, the
Declaration, the Debentures and the Indenture, except such as have been obtained
under the Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Preferred Securities by the Underwriters or the issuance of the Guarantee
and Debentures by the Company;

(iv) The statements set forth in the Prospectus under
the captions "Description of the Junior Subordinated Debentures", "Description
of the Preferred Securities", "Description of Guarantee" and "Relationship Among
the Preferred Securities, the Junior Subordinated Debentures and the Guarantee",
insofar as they purport to constitute summaries of certain terms of the
Preferred Securities and each of the Guarantee, the Declaration, the Debentures
and the Indenture, in each case constitute accurate summaries of each of the
Guarantee, the Declaration, the Debentures and the Indenture and of the terms of
such securities, as set forth in each of the Guarantee, the Declaration, the
Debentures and the Indenture, in all material respects;

(v) The Debentures are in the form prescribed in or
pursuant to the Indenture, have been duly and validly authorized by the Company
by all necessary corporate action and, when completed, executed and
authenticated as specified in or pursuant to the Indenture and issued and
delivered against payment therefore as specified in each of the Guarantee, the
Declaration, the Debentures and the Indenture, will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, to general equitable principles (whether considered in a proceeding
in equity or at law) and by an implied covenant of good faith and fair dealing;

20
<PAGE> 21
(vi) The Indenture, the Guarantee and the Declaration
have each been duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Debenture Trustee (in
the case of the Indenture), by the Guarantee Trustee (in the case of the
Guarantee) and by the Trustees (in the case of the Declaration) constitute valid
and legally binding obligations of the Company, enforceable in accordance with
their respective terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, to general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing; and the Indenture, the Guarantee and the Declaration
have been duly qualified under the Trust Indenture Act;

(vii) The Trust is not an "investment company" or an
entity "controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended; and

(viii) Such counsel has been advised by the
Commission that the Registration Statement was declared effective and that; to
such counsel's knowledge, no stop order suspending effectiveness of the
Registration Statement has been issued by the Commission and no proceeding for
that purpose is pending or threatened by the Commission.

(ix) The Registration Statement, as of its effective
date, and the Prospectus, as of its date, (other than the financial statements
and related schedules and other financial data therein and the Form T-1
Statements of Eligibility and Qualification of the Trustees, as to which such
counsel need express no opinion), comply as to form in all material respects
with requirements of the Act and the Trust Indenture Act and the rules and
regulations thereunder; although they have not independently verified and do not
assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus, except for
those referred to in the opinion in subsection (iii) of this Section 8(g), they
have no reason to believe that, as of its effective date, the Registration
Statement or any amendment thereto made by the Trust or the Company (other than
the financial statements and related schedules and other financial data therein
and the Form T-1 Statements of Eligibility and Qualification of the Trustees, as
to which such counsel need express no opinion), contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that, as
of its date, the Prospectus or any amendment or supplement thereto made by the
Trust or the Company (other than the financial statements and related schedules
and other financial data therein and the Form T-1 Statements of Eligibility and
Qualification of the Trustees, as to which such counsel need express no
opinion), contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that, as of the
Commencement Date and the Exchange Date,

21
<PAGE> 22
respectively, either the Registration Statement or the Prospectus or any
amendment or supplement thereto made by the Trust or the Company (other than the
financial statements and related schedules and other financial data therein and
the Form T-1 Statements of Eligibility and Qualification of the Trustees, as to
which such counsel need express no opinion), contains an untrue statement of a
material fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and they do not know of any contracts or other documents of a
character required to be filed as an exhibit to the Registration Statement or
required to be incorporated by reference into the Prospectus or required to be
described in the Registration Statement or the Prospectus which are not filed or
incorporated by reference or described as required.

In giving such opinion, such counsel may rely as to all
matters governed by the laws of the State of Maryland, on the opinion delivered
pursuant to Section 8(f) hereof by John W. Scheflen.

(h) Special Delaware Counsel to the Trust and the Company
satisfactory to the Dealer Manager, shall have furnished to you, the Company and
the Trust their written opinion, dated the Commencement Date and the Exchange
Date, respectively, in form and substance satisfactory to you, to the effect
that

(i) The Trust has been duly created and is validly
existing in good standing as a business trust under the Delaware Act, and all
filings required under the laws of the State of Delaware with respect to the
creation and valid existence of the Trust as a business trust have been made;

(ii) Under the Delaware Act and the Declaration, the
Trust has the power and authority to own property and conduct its business, all
as described in the Prospectus:

(iii) The Declaration constitutes a valid and legally
binding obligation of the Company and the Trustees, enforceable against the
Company and the Trustees in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

(iv) Under the Delaware Act and the Declaration, the
Trust has the power and authority to (a) execute and deliver, and to perform its
obligations under, this Agreement and (b) issue and perform its obligations
under the Preferred Securities and the Common Securities of the Trust;

(v) Under the Delaware Act and the Declaration, the
execution and delivery by the Trust of this Agreement, and the performance by
the Trust of its obligations

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<PAGE> 23
thereunder and thereunder, have been duly authorized by all necessary action on
the part of the Trust;

(vi) The Preferred Securities have been duly
authorized by the Declaration and are duly and validly issued and, subject to
the qualifications set forth herein, fully paid and non-assessable beneficial
interests in the Trust and are entitled to the benefits provided by the
Declaration; the Securityholders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware; provided that such counsel may note that the
Securityholders may be obligated, pursuant to the Declaration, to (a) provide
indemnity and/or security in connection with and pay taxes or governmental
charges arising from transfers or exchanges of Securities certificates and the
issuance of replacement Securities certificates and (b) provide security and
indemnity in connection with requests of or directions to the Property Trustee
(as defined in the Declaration) to exercise its rights and remedies under the
Declaration;

(vii) The Common Securities of the Trust have been
duly authorized by the Declaration and are validly issued and represent
beneficial interests in the Trust;

(viii) Under the Delaware Act and the Declaration,
the issuance of the Preferred Securities and the Common Securities of the Trust
is not subject to preemptive rights;

(ix) The issuance and sale by the Trust of Preferred
Securities and the Common Securities of the Trust, the execution, delivery and
performance by the Trust of this Agreement, the consummation by the Trust of the
transactions contemplated thereby and compliance by the Trust with its
obligations thereunder will not violate (a) any of the provisions of the
Certificate of Trust of the Trust or the Declaration, or (b) any applicable
Delaware law or administrative regulation;

(x) Assuming that the Trust derives no income from or
connected with services provided within the State of Delaware and has no assets,
activities (other than maintaining the Delaware Trustee and the filing of
documents with the Secretary of State of the State of Delaware) or employees in
the State of Delaware, no authorization, approval, consent or order of any
Delaware court or governmental authority or agency is required to be obtained by
the Trust solely in connection with the issuance and sale of the Preferred
Securities and the Common Securities of the Trust. (in rendering the opinion
expressed in this paragraph (x), such counsel need express no opinion concerning
the securities laws of the State of Delaware); and

(xi) Assuming that the Trust derives no income from
or connected with services provided within the State of Delaware and has no
assets, activities (other than maintaining the Delaware Trustee and the filing
of documents with the Secretary of State of

23
<PAGE> 24
the State of Delaware) or employees in the State of Delaware, the
Securityholders (other than those holders of the Securities who reside or are
domiciled in the State of Delaware) will have no liability for income taxes
imposed by the State of Delaware solely as a result of their participation in
the Trust, and the Trust will not be liable for any income tax imposed by the
State of Delaware.

(i) Tax counsel for the Trust and the Company satisfactory to
the Dealer Manager shall have furnished to you their written opinion, dated the
Commencement Date and the Exchange Date, respectively, in form and substance
satisfactory to you, to the effect that such firm confirms its opinion set forth
in the Prospectus under the caption "Certain Federal Income Tax Consequences";

(j) The Dealer Manager shall have received the favorable
opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Dealer
Manager, dated as of the Commencement Date and the Exchange Date, with respect
to the validity of the Preferred Securities, the Registration Statement, the
Prospectus and other related matters as the Dealer Manager may reasonably
require. In giving such opinion such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of New
York and Delaware, and the federal law of the United States, upon the opinions
of counsel satisfactory to the Dealer Manager. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company, trustees
of the Trust and certificates of public officials.

(k) On the Commencement Date, the Dealer Manager shall have
received from the Company's independent public accountants, in form and
substance reasonably satisfactory to the Dealer Manager and dated as of such
date, containing statements and information of the type ordinarily included in
accountants' "comfort letters" to dealer manager with respect to the financial
statements and certain financial information contained in or incorporated by
reference into the Prospectus.

(l) At the Exchange Date, the Dealer Manager shall have
received from the Company's independent public accountants, in form and
substance reasonably satisfactory to the Dealer Manager and dated as of such
dates, to the effect that such accountants reaffirm the statements made in the
letter furnished pursuant to Section 8(j).

(m) At the Exchange Date, the Preferred Securities shall have
been duly listed, subject to official notice of issuance, on the NYSE.

(n) By the Exchange Date, the Company shall have entered into
appropriate agreements with the Information Agent and the Exchange Agent for
purposes of the Exchange Offer.

24
<PAGE> 25
9. Termination.

(a) This Agreement shall terminate upon the earliest to occur
of (i) the Exchange Date, (ii) the date on which the Dealer Manager gives notice
to the Company and the Trust that any of the conditions specified in Section 8
have not been fulfilled as of any date such conditions are required to be
fulfilled pursuant to Section 8 or (iii) the date on which the Company
terminates or withdraws the Exchange Offer for any reason (the earliest to occur
of clauses (i), (ii) or (iii) being referred to as the "Termination Date").

(b) Notwithstanding termination of this Agreement pursuant to
subsection (a) of this Section 9, the obligations of the Company to compensate
and/or reimburse, as applicable, the Dealer Manager pursuant to Section 3, 4 or
5, the representations and warranties contained in Section 6 and the provisions
of Section 7 shall survive any termination of this Agreement.

10. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the Dealer
Manager shall be directed to it at Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, World Financial Center, North Tower, New York, New
York 10281-1201, Attention: Syndicate Operations; notices to the Trust shall be
directed to it at The Bank of New York, 101 Barclay Street, 21st Floor, New
York, New York 10286, Attention: Corporate Trust Administrator and notices to
the Company shall be directed to it at MBNA Corporation, Wilmington, Delaware
19884, Attention: General Counsel.

11. Tombstone. The Company and the Trust acknowledge that the
Dealer Manager may, with the prior review and approval of the Company, which
approval shall not be unreasonably withheld, place an announcement in such
newspapers and periodicals as the Dealer Manager may choose, stating that the
Dealer Manager is or was acting as dealer manager and financial advisor to the
Company and the Trust in connection with the Exchange Offer. The costs relating
to any such tombstone shall be borne by the Dealer Manager.

12. Survival of Certain Provisions. The representations,
warranties, indemnities and agreements of the Company and the Trust will remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Dealer Manager or any affiliate or controlling person
thereof and, subject to Section 9(b), will survive the consummation of the
Exchange Offer.

13. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal laws of the State of New York.

25
<PAGE> 26
14. Counterparts. This Agreement may be executed in one or
more counterparts, and by different parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
one and the same Agreement.

15. Successors. This Agreement is made solely for the benefit
of the Dealer Manager, the Company and the Trust and, to the extent expressed,
the parties indemnified pursuant to Section 7, and no other persons shall
acquire or have any right under or by virtue of this Agreement. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto or their respective successors and assigns, and, to the
extent expressly set forth herein, the parties indemnified pursuant to Section 7
hereof, any rights or remedies under or by reason of this Agreement. Without
limiting the generality of the foregoing, the parties acknowledge that nothing
in this Agreement, expressed or implied, is intended to confer on holders of the
securities of the Trust, the Company or any of its subsidiaries or creditors of
the Company or any of its subsidiaries or the respective successors and assigns
of such creditors, any rights or remedies under or by reason of this Agreement.

26
<PAGE> 27
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company, the Trust and the
Dealer Manager in accordance with its terms.

Very truly yours,

MBNA CORPORATION.

By:

MBNA CAPITAL C

By:________________________

Name:
Title: Regular Trustee

By:________________________

Name:
Title: Regular Trustee

Confirmed and accepted as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By:________________________________________
Authorized Signatory

<PAGE> 1
EXHIBIT 4(c)

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

MBNA CORPORATION

THE BANK OF NEW YORK

TRUSTEE

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

JUNIOR SUBORDINATED INDENTURE

DATED AS OF DECEMBER 18, 1996

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

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

<PAGE> 2

MBNA CORPORATION

Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as
amended by the Trust Reform Act of 1990, are a part of and govern the Indenture
whether or not physically contained therein) and the Junior Subordinated
Indenture, dated as of December 18, 1996.

<TABLE>
<CAPTION>
Trust Indenture Indenture
ACT SECTION SECTION
- --------------- ---------
<S> <C> <C>
Section 310 (a) (1), (2) and (5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(a) (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a) (4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13(a)
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13(b)
(b) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (2)
Section 312 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(a)
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(b)
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(c)
Section 313 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a)
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(b)
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a), 7.3(b)
(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(c)
Section 314 (a) (1), (2) and (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
(a) (4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.5
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c) (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(c) (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(f). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 315 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (6)
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(b)
</TABLE>
<PAGE> 3

<TABLE>
TRUST INDENTURE INDENTURE
ACT SECTION SECTION
- --------------- ---------
<S> <C> <C>
(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(c)
(d) (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a) (1)
(d) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(c) (2)
(d) (3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(c) (3)
(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
(a) (1) (A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.12
(a) (1) (B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
(a) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8
(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(f)
Section 317 (a) (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
(a) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
Section 318 (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
</TABLE>

- ----------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Junior Subordinated Indenture.
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----

<S> <C> <C>
ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . 1

SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Compliance Certificate and Opinions. . . . . . . . . . . . . . . . . . . . . 9
SECTION 1.3. Forms of Documents Delivered to Trustee. . . . . . . . . . . . . . . . . . 10
SECTION 1.4. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 1.5. Notices, Etc. to Trustee and Company. . . . . . . . . . . . . . . . . . . . 12
SECTION 1.6. Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.7. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.8. Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . 13
SECTION 1.9. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.10. Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.11 Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.12. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.13. Non-Business Days. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE II

SECURITY FORMS . . . . . . . . . . . . . . . 14
SECTION 2.1. Forms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.2. Form of Face of Security. . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.3. Form of Reverse of Security. . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.4. Additional Provisions Required in Global Security. . . . . . . . . . . . . 21
SECTION 2.5. Form of Trustee's Certificate of Authentication. . . . . . . . . . . . . . 21

ARTICLE III

THE SECURITIES . . . . . . . . . . . . . . . 22

SECTION 3.1. Title and Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.2. Denominations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 3.3. Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . 24
SECTION 3.4. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 3.5. Registration, Transfer and Exchange. . . . . . . . . . . . . . . . . . . . 26
SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities. . . . . . . . . . . . . . 28
SECTION 3.7. Payment of Interest; Interest Rights Preserved. . . . . . . . . . . . . . 29
SECTION 3.8. Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.9. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

- i -
<PAGE> 5
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 3.10. Computation of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.11. Deferrals of Interest Payment Dates. . . . . . . . . . . . . . . . . . . . 31
SECTION 3.12. Right of Set-Off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.13. Agreed Tax Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.14. Shortening or Extension of Stated Maturity. . . . . . . . . . . . . . . . . 32
SECTION 3.15. CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE IV

SATISFACTION AND DISCHARGE . . . . . . . . . . . . 33

SECTION 4.1. Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . . . 33
SECTION 4.2. Application of Trust Money. . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE V

REMEDIES . . . . . . . . . . . . . . . . . 34

SECTION 5.1. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. . . . . . . . . . . . . 35
SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee. . . . . . . 37
SECTION 5.4. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.5. Trustee May Enforce Claims Without Possession of Securities. . . . . . . . . 39
SECTION 5.6. Application of Money Collected. . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.7. Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of
Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.9. Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.10. Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.11. Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.12. Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.13. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.14. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 5.15. Waiver of Usury, Stay or Extension Laws. . . . . . . . . . . . . . . . . . 42

ARTICLE VI

THE TRUSTEE . . . . . . . . . . . . . . . . 43

SECTION 6.1. Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . 43
SECTION 6.2. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

- ii -
<PAGE> 6
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 6.3. Certain Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.4. Not Responsible for Recitals or Issuance of Securities. . . . . . . . . . . 45
SECTION 6.5. May Hold Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.6. Money Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.7. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.8. Disqualification; Conflicting Interests. . . . . . . . . . . . . . . . . . 46
SECTION 6.9. Corporate Trustee Required; Eligibility. . . . . . . . . . . . . . . . . . 47
SECTION 6.10. Resignation and Removal; Appointment of Successor. . . . . . . . . . . . . 47
SECTION 6.11. Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . 49
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business. . . . . . . . . 50
SECTION 6.13. Preferential Collection of Claims Against Company. . . . . . . . . . . . . 50
SECTION 6.14. Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . . . . 50

ARTICLE VII

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . . . . . . . . . . . 52

SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders. . . . . . . . . . 52
SECTION 7.2. Preservation of Information, Communications to Holders. . . . . . . . . . . 52
SECTION 7.3. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.4. Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE . . . . . . 53

SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms. . . . . . . . . . . . 53
SECTION 8.2. Successor Corporation Substituted. . . . . . . . . . . . . . . . . . . . . 54

ARTICLE IX

SUPPLEMENTAL INDENTURES . . . . . . . . . . . . 55

SECTION 9.1. Supplemental Indentures without Consent of Holders. . . . . . . . . . . . . 55
SECTION 9.2. Supplemental Indentures with Consent of Holders. . . . . . . . . . . . . . 56
SECTION 9.3. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.4. Effect of Supplemental Indentures. . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.5. Conformity with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . 57
SECTION 9.6. Reference in Securities to Supplemental Indentures. . . . . . . . . . . . . 58
</TABLE>

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ARTICLE X

COVENANTS . . . . . . . . . . . . . . . . 58

SECTION 10.1. Payment of Principal, Premium and Interest. . . . . . . . . . . . . . . . . 58
SECTION 10.2. Maintenance of Office or Agency. . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.3. Money for Security Payments to be Held in Trust. . . . . . . . . . . . . . 59
SECTION 10.4. Statement as to Compliance. . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 10.5. Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 10.6. Payment of Trust Costs and Expenses. . . . . . . . . . . . . . . . . . . . 60
SECTION 10.7. Additional Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.8. Calculation of Original Issue Discount. . . . . . . . . . . . . . . . . . . 62

ARTICLE XI

REDEMPTION OF SECURITIES . . . . . . . . . . . . . 62

SECTION 11.1. Applicability of This Article. . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.2. Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . . . . . . 62
SECTION 11.3. Selection of Securities to be Redeemed. . . . . . . . . . . . . . . . . . . 62
SECTION 11.4. Notice of Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 11.5. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.6. Payment of Securities Called for Redemption. . . . . . . . . . . . . . . . 64
SECTION 11.7. Right of Redemption of Securities Initially Issued to a Trust. . . . . . . 64

ARTICLE XII

SINKING FUNDS . . . . . . . . . . . . . . . 65

SECTION 12.1. Applicability of Article. . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 12.2. Satisfaction of Sinking Fund Payments with Securities. . . . . . . . . . . 65
SECTION 12.3. Redemption of Securities for Sinking Fund. . . . . . . . . . . . . . . . . 65

ARTICLE XIII

SUBORDINATION OF SECURITIES . . . . . . . . . . . . 67

SECTION 13.1. Securities Subordinate to Senior Debt. . . . . . . . . . . . . . . . . . . 67
SECTION 13.2. Payment Over of Proceeds Upon Dissolution, Etc. . . . . . . . . . . . . . . 67
SECTION 13.3. Prior Payment to Senior Debt Upon Acceleration of Securities . . . . . . . . 68
SECTION 13.4. No Payment When Senior Debt in Default. . . . . . . . . . . . . . . . . . . 69
SECTION 13.5. Payment Permitted If No Default. . . . . . . . . . . . . . . . . . . . . . 70
SECTION 13.6. Subrogation to Rights of Holders of Senior Debt. . . . . . . . . . . . . . 70
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SECTION 13.7. Provisions Solely to Define Relative Rights. . . . . . . . . . . . . . . . . 71
SECTION 13.8. Trustee to Effectuate Subordination. . . . . . . . . . . . . . . . . . . . . 71
SECTION 13.9. No Waiver of Subordination Provisions. . . . . . . . . . . . . . . . . . . . 71
SECTION 13.10. Notice to Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 13.11. Reliance on Judicial Order or Certificate of Liquidating Agent . . . . . . . 72
SECTION 13.12. Trustee Not Fiduciary for Holders of Senior Debt . . . . . . . . . . . . . . 73
SECTION 13.13. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights 73
SECTION 13.14. Article Applicable to Paying Agents. . . . . . . . . . . . . . . . . . . . . 73
SECTION 13.15. Certain Conversions or Exchanges Deemed Payment. . . . . . . . . . . . . . . 73
SECTION 13.16. Trust Moneys Not Subordinated. . . . . . . . . . . . . . . . . . . . . . . . 73
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<PAGE> 9
JUNIOR SUBORDINATED INDENTURE, dated as of December 18, 1996, between
MBNA CORPORATION, a Maryland corporation (hereinafter called the "Company")
having its principal office at Wilmington, Delaware 19884, and THE BANK OF NEW
YORK, a New York banking corporation, as Trustee (hereinafter called the
"Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in one or more series (hereinafter called the
"Securities") of substantially the tenor hereinafter provided, including,
without limitation, Securities issued to evidence loans made to the Company of
the proceeds from the issuance from time to time by one or more business trusts
(each a "Trust," and, collectively, the "Trusts") of preferred beneficial
ownership interests in such Trusts (the "Preferred Securities") and common
beneficial ownership interests in such Trusts (the "Common Securities" and,
collectively with the Preferred Securities, the "Trust Securities"), and to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered.

All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, enforceable in accordance with their and its
terms, have been done.

NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of
the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1. Definitions.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

(1) The terms defined in this Article have the meanings assigned to
them in this Article, and include the plural as well as the singular;

(2) All other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

(3) All accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall
<PAGE> 10
2

mean such accounting principles which are generally accepted at the date or
time of such computation; provided, that when two or more principles are so
generally accepted, it shall mean that set of principles consistent with those
in use by the Company; and

(4) The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

"Act" when used with respect to any Holder has the meaning specified
in Section 1.4.

"Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in such Security from the
applicable Interest Payment Date.

"Administrative Trustee" means, in respect of any Trust, each Person
identified as an "Administrative Trustee" in the related Trust Agreement,
solely in such Person's capacity as Administrative Trustee of such Trust under
such Trust Agreement and not in such Person's individual capacity, or any
successor administrative trustee appointed as therein provided.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, no Trust to which
Securities have been issued shall be deemed to be an Affiliate of the Company.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

"Board of Directors" means either the board of directors of the
Company or any committee of that board duly authorized to act hereunder.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or such committee of the Board of Directors or officers
of the Company to which authority to act on behalf of the Board of Directors
has been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

"Business Day" means any day other than (i) a Saturday or Sunday, (ii)
a day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to a Trust, the principal office of the Property
Trustee under the related Trust Agreement, is closed for business.
<PAGE> 11
3

"Capital Treatment Event" with respect to a Trust means the reasonable
determination by the Company that, as a result of any amendment to, or change
(including any proposed change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision thereof or therein, or as a
result of any official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective, or which proposed change, pronouncement, action or
decision is announced, on or after the date of issuance of the Preferred
Securities of such Trust, there is more than an insubstantial risk that the
Company will not be entitled to treat an amount equal to the Liquidation Amount
(as defined in the related Trust Agreement) of such Preferred Securities as
"Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Federal Reserve, as then in effect and applicable to
the Company.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Common Securities" has the meaning specified in the first recital of
this Indenture.

"Common Stock" means the common stock, par value $0.01 per share, of
the Company.

"Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

"Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman of the Board
of Directors, the Vice Chairman of the Board of Directors, its President or a
Vice President, and by its Controller, an Assistant Controller, its Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.

"Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which at the date hereof is 101 Barclay Street, Floor 21 West,
New York, New York 10286.

"corporation" includes a corporation, association, company,
joint-stock company or business trust.

"Debt" means, with respect to any Person, whether recourse is to all
or a portion of the assets of such Person and whether or not contingent, (i)
every obligation of such Person for money borrowed; (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the
<PAGE> 12
4

ordinary course of business); (v) every capital lease obligation of such
Person; (vi) every obligation of such Person for claims in respect of
derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options and swaps and similar arrangements; and
(vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable for,
directly or indirectly, as obligor or otherwise.

"Defaulted Interest" has the meaning specified in Section 3.7.

"Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.1 with respect to such series (or any successor thereto).

"Discount Security" means any security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.

"Distributions," with respect to the Trust Securities issued by a
Trust, means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions."

"Dollar" means the currency of the United States of America that, as
at the time of payment, is legal tender for the payment of public and private
debts.

"Event of Default" unless otherwise specified in the supplemental
indenture creating a series of Securities has the meaning specified in Article
V.

"Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

"Expiration Date" has the meaning specified in Section 1.4(f).

"Extension Period" has the meaning specified in Section 3.11.

"Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Indenture the Federal Reserve is not existing and performing the duties
now assigned to it, then the body performing such duties at such time.

"Global Security" means a Security in the form prescribed in Section
2.4 evidencing all or part of a series of Securities, issued to the Depositary
or its nominee for such series and registered in the name of such Depositary or
its nominee.
<PAGE> 13
5

"Guarantee", with respect to the Trust Securities issued by a Trust,
means the guarantee by the Company of Distributions on such Trust Securities to
the extent provided in the Guarantee Agreement.

"Guarantee Agreement", with respect to the Trust Securities issued by
a Trust, means the Guarantee Agreement substantially in the form attached
hereto as Annex C, or substantially in such form as may be specified as
contemplated by Section 3.1 with respect to the Securities of any series, in
each case as amended from time to time.

"Holder" means a Person in whose name a Security is registered in the
Securities Register.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of each particular series of Securities established
as contemplated by Section 3.1.

"Interest Payment Date" means as to each series of Securities the
Stated Maturity of an installment of interest on such Securities.

"Junior Subordinated Payment" has the meaning specified in Section
13.2.

"Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Moody's" means Moody's Investors Service, Inc. or any successor
thereof.

"Notice of Default" means a written notice of the kind specified in
Section 5.1(3).

"Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors , a Vice Chairman of the Board of Directors, the
President or a Vice President, and by the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

"Original Issue Date" with respect to a Security means the date of
issuance specified as such in such Security.

"Outstanding" means, when used in reference to any Securities, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;
<PAGE> 14
6

(ii) Securities for whose payment or redemption price money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent in trust for the Holders of such Securities; and

(iii) Securities in substitution for or in lieu of which other
Securities have been authenticated and delivered or which have been paid
pursuant to Section 3.6, unless proof satisfactory to the Trustee is presented
that any such Securities are held by Holders in whose hands such Securities are
valid, binding and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor. Upon the
written request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Company to be owned or held by or for the account of the
Company or any other obligor on the Securities or any Affiliate of the Company
or such obligor, and, subject to the provisions of Section 6.1, the Trustee
shall be entitled to accept such Officers' Certificate as conclusive evidence
of the facts therein set forth and of the fact that all Securities not listed
therein are Outstanding for the purpose of any such determination.

"Paying Agent" means the Trustee or any Person authorized by the
Company to pay the principal of (or premium, if any) or interest on any
Securities on behalf of the Company.

"Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment" means, with respect to the Securities of any
series, the place or places where the principal of (and premium, if any) and
interest on the Securities of such series are payable pursuant to Sections 3.1
and 3.11.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.

"Preferred Securities" has the meaning specified in the first recital
of this Indenture.

"Proceeding" has the meaning specified in Section 13.2.
<PAGE> 15
7

"Property Trustee" means, in respect of any Trust, the commercial bank
or trust company identified as the "Property Trustee" in the related Trust
Agreement, solely in its capacity as Property Trustee of such Trust under such
Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided.

"Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise
provided pursuant to Section 3.1 with respect to Securities of a series, (i) in
the case of Securities of a series represented by one or more Global
Securities, the Business Day next preceding such Interest Payment Date and (ii)
in the case of Securities of a series not represented by one or more Global
Securities, the date which is fifteen days next preceding such Interest Payment
Date (whether or not a Business Day).

"Responsible Officer" when used with respect to the Trustee means any
officer of the Trustee assigned by the Trustee from time to time to administer
its corporate trust matters.

"Rights Plan" means a plan of the Company providing for the issuance
by the Company to all holders of its Common Stock of rights entitling the
holders thereof to subscribe for or purchase shares of Common Stock or any
class or series of preferred stock of the Company, which rights (i) are deemed
to be transferred with such shares of Common Stock, (ii) are not exercisable
and (iii) are also issued in respect of future issuances of Common Stock, in
each case until the occurrence of a specified event or events.

"S&P" means Standard & Poor's Ratings Services, a division of McGraw
Hill, or any successor thereof.

"Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

"Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt of the Company, whether incurred on or prior to the date of this Indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Debt which is pari passu with, or subordinated to, the Securities, provided,
however, that Senior Debt shall not be deemed to include (a) any Debt of
<PAGE> 16
8

the Company which, when incurred and without respect to any election under
Section 1111(b) of the Bankruptcy Reform Act of 1978, was without recourse to
the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt
to any employee of the Company, (d) Debt which by its terms is subordinated to
trade accounts payable or accrued liabilities arising in the ordinary course of
business to the extent that payments made to the holders of such Debt by the
holders of the Securities as a result of the subordination provisions of this
Indenture would be greater than such payments otherwise would have been (absent
giving effect to this clause (d)) as a result of any obligation of such holders
of such Debt to pay amounts over to the obligees on such trade accounts payable
or accrued liabilities arising in the ordinary course of business as a result
of subordination provisions to which such Debt is subject, and (e) any
Securities.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

"Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified
pursuant to the terms of such Security as the date on which the principal of
such Security or such installment of interest is due and payable, in the case
of such principal, as such date may be shortened or extended as provided
pursuant to the terms of such Security and this Indenture.

"Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of
any contingency.

"Tax Event" with respect to a Trust means the receipt by such Trust of
an Opinion of Counsel (as defined in the relevant Trust Agreement) experienced
in such matters to the effect that, as a result of any amendment to, or change
(including any announced proposed change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective, or which proposed change,
pronouncement or decision is announced, on or after the date of issuance of the
Preferred Securities of such Trust, there is more than an insubstantial risk
that (i) such Trust is, or will be within 90 days of the date of such Opinion
of Counsel, subject to United States federal income tax with respect to income
received or accrued on the corresponding series of Securities issued by the
Company to such Trust, (ii) interest payable by the Company on such
corresponding series of Securities is not, or within 90 days of the date of
such Opinion of Counsel, will not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes or (iii) such Trust is, or
will be within 90 days of the date of such Opinion of Counsel, subject to more
than a de minimis amount of other taxes, duties or other governmental charges.

"Trust" has the meaning specified in the first recital of this
Indenture.
<PAGE> 17
9

"Trust Agreement", with respect to a Trust, means a Trust Agreement
substantially in the form attached hereto as Annex A, as amended by the form of
Amended and Restated Trust Agreement substantially in the form attached hereto
as Annex B, or substantially in such form as may be specified as contemplated
by Section 3.1 with respect to the Securities of any series, in each case as
amended from time to time.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder
and, if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Section 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.5.

"Trust Securities" has the meaning specified in the first recital of
this Indenture.

"Vice President", when used with respect to the Company means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

Section 1.2. Compliance Certificate and Opinions.

Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants, compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent (including covenants compliance with
which constitute a condition precedent), if any, have been complied with,
except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the
certificates provided pursuant to Section 10.5) shall include:

(1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;
<PAGE> 18
10

(3) a statement that, in the opinion of each such individual, he
has made or caused to be made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 1.3. Forms of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer or counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such certificate or
opinion is based are erroneous. Any Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel rendering such Opinion of Counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 1.4. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given to or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments is or are delivered to the Trustee, and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.
<PAGE> 19
11

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a Person acting in a capacity other than
his individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

(c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

(d) The ownership of Securities shall be proved by the Securities
Register.

(e) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

(f) The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of the relevant Outstanding Securities on such
record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date,
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of the relevant Outstanding Securities on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of the relevant
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of the relevant Securities in the manner set forth in Section 1.6.

The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12, in each
<PAGE> 20
12

case with respect to the relevant Securities. If any record date is set
pursuant to this paragraph, the Holders of the relevant Outstanding Securities
on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date, provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of the relevant Outstanding Securities on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of the relevant Outstanding Securities on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of the relevant Securities in the manner set
forth in Section 1.6.

With respect to any record date set pursuant to this Section, the
party hereto which sets such record date may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day, provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto
in writing, and to each Holder of the relevant Outstanding Securities in the
manner set forth in Section 1.6, on or prior to the existing Expiration Date.
If an Expiration Date is not designated with respect to any record date set
pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing,
no Expiration Date shall be later than the 180th day after the applicable
record date.

(g) Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 1.5. Notices, Etc. to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder, any holder of Preferred Securities
or the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, or

(2) the Company by the Trustee, any Holder or any holder of
Preferred Securities shall be sufficient for every purpose (except as otherwise
provided in Section 5.1) hereunder if in writing and mailed, first class,
postage prepaid, to the Company addressed to it at the address of
<PAGE> 21
13

its principal office specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the Trustee by the
Company.

Section 1.6. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

Section 1.7. Conflict with Trust Indenture Act.

If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act through operation of Section 318(c) thereof, such imposed duties
shall control.

Section 1.8. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 1.9. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 1.10. Separability Clause.

In case any provision of this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11 Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
and assigns, the holders of Senior Debt, the Holders of the Securities and, to
the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11,
<PAGE> 22
14

5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 1.12. Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THEREOF.

Section 1.13. Non-Business Days.

In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day (and no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day) except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity).

ARTICLE II

SECURITY FORMS

SECTION 2.1. FORMS GENERALLY.

The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article,
or in such other form or forms as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with applicable tax laws or the
rules of any securities exchange or automated quotation system on which the
Securities may be listed or traded or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 with respect to
the authentication and delivery of such Securities.

The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.
<PAGE> 23
15

The definitive Securities shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods, if required by any
securities exchange or automated quotation system on which the Securities may
be listed or traded, on a steel engraved border or steel engraved borders or
may be produced in any other manner permitted by the rules of any securities
exchange or automated quotation system on which the Securities may be listed or
traded, all as determined by the officers executing such Securities, as
evidenced by their execution of such securities.

Section 2.2. Form of Face of Security.

This Security is not a deposit and is not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.

MBNA CORPORATION CUSIP ____
__% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

No. $

MBNA CORPORATION, a corporation organized and existing under the laws
of the state of Maryland (hereinafter called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to , or registered
assigns, the principal sum of Dollars on __________ __, ____[;
provided that the Company may, subject to certain conditions set forth in
Section 3.14 of the Indenture, (i) shorten the Stated Maturity of the principal
of this Security to a date not earlier than __________, and (ii) extend the
Stated Maturity of the principal of this Security at any time on one or more
occasions, but in no event to a date later than __________]. The Company
further promises to pay interest on said principal sum from ,
or from the most recent interest payment date (each such date, an "Interest
Payment Date") on which interest has been paid or duly provided for, [monthly]
[quarterly] [semi-annually] [if applicable, insert - (subject to deferral as
set forth herein)] in arrears on [insert applicable Interest Payment Dates] of
each year, commencing , , at the rate of % per
annum, until the principal hereof shall have become due and payable, [if
applicable, insert plus Additional Interest, if any,] until the principal
hereof is paid or duly provided for or made available for payment [if
applicable, insert -and on any overdue principal and (without duplication and
to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the rate of % per annum,
compounded [monthly] [quarterly] [semi-annually]. The amount of interest
payable for any period shall be computed on the basis of twelve 30-day months
and a 360-day year. The amount of interest payable for any partial period shall
be computed on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable
on this Security is not a Business Day, then a payment of the interest payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was
originally payable. A "Business Day" shall mean any day other than (i) a
Saturday or Sunday, (ii) a day on which banking institutions in The City
<PAGE> 24
16

of New York are authorized or required by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee [if
applicable, insert, or the principal office of the Property Trustee under the
Trust Agreement hereinafter referred to for MBNA Capital _,] is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities is registered at the close of business on the Regular Record Date
for such interest installment, which shall be the [insert definition of Regular
Record Dates]. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange or automated quotation system on which the Securities
of this series may be listed or traded, and upon such notice as may be required
by such exchange or self-regulatory organization, all as more fully provided in
said Indenture.

[If applicable, insert - So long as no Event of Default has occurred
and is continuing, the Company shall have the right at any time during the term
of this Security to defer payment of interest on this Security, at any time or
from time to time, for up to consecutive [monthly] [quarterly]
[semi-annual] interest payment periods with respect to each deferral
period (each an "Extension Period"), and at the end of which the Company shall
pay all interest then accrued and unpaid (together with Additional Interest
thereon to the extent permitted by applicable law); provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the principal of
this Security; provided, further, that during any such Extension Period, the
Company shall not, and shall not permit any Subsidiary of the Company to, (i)
declare or pay any dividends or distributions on or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's capital
stock or (ii) make any payment of principal of or interest or premium, if any,
on or repay, repurchase or redeem any debt security of the Company that ranks
pari passu with or junior in interest to this Security or (iii) make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any Subsidiary of the Company if such guarantee ranks pari passu
with or junior in interest to this Security (other than (a) dividends or
distributions in the Company's capital stock, (b) any declaration of a dividend
in connection with the implementation of a Rights Plan or the redemption or
repurchase of any rights distributed pursuant to a Rights Plan, (c) payments
under the Guarantee with respect to any Trust Security relating to this
Security, and (d) purchases of Common Stock related to the issuance of Common
Stock or rights under any of the Company's benefit plans for its directors,
officers or employees, related to the issuance of Common Stock or rights under a
dividend reinvestment and stock purchase plan, or related to the issuance of
Common Stock (or securities convertible into or exchangeable for Common Stock)
as consideration in an acquisition transaction that was entered into prior to
the commencement of such Extension Period). Prior to the termination of any such
Extension Period, the Company may further defer the payment of interest,
provided that no Extension Period shall exceed __ consecutive [months]
[quarters] [semi-annual] periods or extend beyond the Stated Maturity of the
principal of this Security. Upon the termination of any such Extension Period
and upon the payment of all accrued and
<PAGE> 25
17

unpaid interest and any Additional Interest then due, the Company may elect to
begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period except at the end thereof.
The Company shall give the Holder of this Security and the Trustee notice of
its election to begin any Extension Period at least one Business Day prior to
the next succeeding Interest Payment Date on which interest on this Security
would be payable but for such deferral [if applicable, insert - or, with
respect to the Securities issued to a Trust, so long as such Securities are
held by such Trust, prior to the earlier of (i) the next succeeding date on
which Distributions on the Preferred Securities would be payable but for such
deferral or (ii) the date the Administrative Trustees are required to give
notice to any securities exchange or other applicable self-regulatory
organization or to holders of such Preferred Securities of the record date or
the date such Distributions are payable, but in any event not less than one
Business Day prior to such record date]].

Payment of principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the United States, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts [if applicable, insert -; provided, however, that at
the option of the Company payment of interest may be made (i) by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Securities Register or (ii) by wire transfer in immediately available funds
at such place and to such account as may be designated in writing at least 15
days before the relevant Interest Payment Date by the Person entitled thereto
as specified in the Securities Register].

The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.

Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
<PAGE> 26
18

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

MBNA CORPORATION

By:
-------------------------------------
[Chief Executive Officer, President
or Vice President]

Attest:

- -------------------------------------------------
[Secretary or Assistant Secretary]

Section 2.3. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of December [__],
1996 (herein called the "Indenture"), between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [, limited in aggregate
principal amount to $ ].

All terms used in this Security that are defined in the Indenture [if
applicable, insert -or in the Amended and Restated Trust Agreement, dated as of
_______ __, 1996, as amended (the "Trust Agreement"), for [MBNA Capital ,]
among MBNA Corporation, as Depositor, and the Trustees named therein, shall
have the meanings assigned to them in the Indenture [if applicable, insert -or
the Trust Agreement, as the case may be].

[If applicable, insert--The Company may at any time, at its option, on
or after _________, ____, and subject to the terms and conditions of Article XI
of the Indenture, redeem this Security in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100%
of the principal amount thereof plus accrued and unpaid interest [if
applicable, insert -including Additional Interest, if any,] to the Redemption
Date.]

[If applicable, insert -Upon the occurrence and during the
continuation of a Tax Event or a Capital Treatment Event in respect of a Trust,
the Company may, at its option, at any time within 90 days of the occurrence of
such Tax Event or Capital Treatment Event redeem this Security, in whole but
not in part, subject to the provisions of Section 11.7 and the other provisions
of Article XI of the Indenture, at a redemption price equal to 100% of the
principal
<PAGE> 27
19

amount thereof plus accrued and unpaid interest, including Additional Interest,
if any, to the Redemption Date.]

In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for satisfaction and discharge of
the entire indebtedness of this Security upon compliance by the Company with
certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series to be affected by such supplemental
indenture. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of all series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

[If the Security is not a Discount Security, -As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Securities of this
series issued to a Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]

[If the Security is a Discount Security, -As provided in and subject
to the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than such
portion of the principal amount as may be specified in the terms of this series
may declare an amount of principal of the Securities of this series to be due
and payable
<PAGE> 28
20

immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), provided that, in the case of the Securities of this series issued
to a Trust, if upon an Event of Default, the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series
fails to declare the principal of all the Securities of this series to be
immediately due and payable, the holders of at least 25% in aggregate
Liquidation Amount of the Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee. Such amount shall
be equal to - insert formula for determining the amount. Upon any such
declaration, such amount of the principal of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on this Security shall terminate.]

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any)
and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 10.2
of the Indenture duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. No service charge shall be made for
any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

The Securities of this series are issuable only in registered form
without coupons in denominations of $ and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of such series of a different
authorized denomination, as requested by the Holder surrendering the same.

The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United
<PAGE> 29
21

States federal, state and local tax purposes it is intended that this Security
constitute indebtedness.

THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

Section 2.4. Additional Provisions Required in Global Security.

Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 2.2 and 2.3, bear a legend in substantially
the following form:

"This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Security is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee
only in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary."

Section 2.5. Form of Trustee's Certificate of Authentication.

This is one of the Securities referred to in the within mentioned
Indenture.

Dated:
THE BANK OF NEW YORK
as Trustee

By:
----------------------------------
Authorized Signatory

<PAGE> 30
22

ARTICLE III

THE SECURITIES

Section 3.1. Title and Terms.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued from time to time in one or more series.
The following matters shall be established in or pursuant to a Board
Resolution, and set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of a
series:

(a) the title of the Securities of such series, which shall
distinguish the Securities of the series from all other Securities;

(b) the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any
Securities which, pursuant to the last paragraph of Section 3.3, are deemed
never to have been authenticated and delivered hereunder); provided, however,
that the authorized aggregate principal amount of such series may be increased
above such amount by a Board Resolution to such effect;

(c) the Stated Maturity or Maturities on which the principal of
the Securities of such series is payable or the method of determination
thereof;

(d) the rate or rates, if any, at which the Securities of such
series shall bear interest, if any, the rate or rates and extent to which
Additional Interest, if any, shall be payable in respect of any Securities of
such series, the Interest Payment Dates on which such interest shall be
payable, the right, pursuant to Section 3.11 or as otherwise set forth therein,
of the Company to defer or extend an Interest Payment Date, and the Regular
Record Date for the interest payable on any Interest Payment Date or the method
by which any of the foregoing shall be determined;

(e) the place or places where the principal of (and premium, if
any) and interest on the Securities of such series shall be payable, the place
or places where the Securities of such series may be presented for registration
of transfer or exchange, and the place or places where notices and demands to
or upon the Company in respect of the Securities of such series may be made;

(f) the period or periods within which, or the date or dates on
which, if any, the price or prices at which and the terms and conditions upon
which the Securities of such series may be redeemed, in whole or in part, at
the option of the Company;
<PAGE> 31
23

(g) the obligation or the right, if any, of the Company to redeem,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions or upon the happening of a specified
event, or at the option of a Holder thereof, and the period or periods within
which, the price or prices at which, the currency or currencies (including
currency unit or units) in which and the other terms and conditions upon which
Securities of the series shall be redeemed, repaid or purchased, in whole or in
part, pursuant to such obligation;

(h) the denominations in which any Securities of such series shall
be issuable, if other than denominations of $25 and any integral multiple
thereof;

(i) if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

(j) the additions, modifications or deletions, if any, in the
Events of Default or covenants of the Company set forth herein with respect to
the Securities of such series;

(k) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

(l) the additions or changes, if any, to this Indenture with
respect to the Securities of such series as shall be necessary to permit or
facilitate the issuance of the Securities of such series in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons;

(m) any index or indices used to determine the amount of payments
of principal of and premium, if any, on the Securities of such series or the
manner in which such amounts will be determined;

(n) whether the Securities of the series, or any portion thereof,
shall initially be issuable in the form of a temporary Global Security
representing all or such portion of the Securities of such series and
provisions for the exchange of such temporary Global Security for definitive
Securities of such series;

(o) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 2.4 and any circumstances
in addition to or in lieu of those set forth in Section 3.5 in which any such
Global Security may be exchanged in whole or in part for Securities registered,
and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global
Security or a nominee thereof;

(p) the appointment of any Paying Agent or Agents for the
Securities of such series;
<PAGE> 32
24

(q) the terms of any right to convert or exchange Securities of
such series into any other securities or property of the Company, and the
additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange;

(r) the form or forms of the Trust Agreement, Amended and Restated
Trust Agreement and Guarantee Agreement, if different from the forms attached
hereto as Annexes A, B and C, respectively;

(s) the relative degree, if any, to which the Securities of the
series shall be senior to or be subordinated to other series of Securities in
right of payment, whether such other series of Securities are Outstanding or
not; and

(t) any other terms of the Securities of such series (which terms
shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers'
Certificate or in any such indenture supplemental hereto.

If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article XIII.

Section 3.2. Denominations.

The Securities of each series shall be in registered form without
coupons and shall be issuable in denominations of $25 and any integral multiple
thereof, unless otherwise specified as contemplated by Section 3.1.

Section 3.3. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chief
Executive Officer, President or one of its Vice Presidents under its corporate
seal reproduced or impressed thereon and attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Securities
<PAGE> 33
25

of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and make such Securities available for delivery. If the form or
terms of the Securities of the series have been established by or pursuant to
one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established
by or pursuant to Board Resolution as permitted by Section 2.1, that
such form has been established in conformity with the provisions of
this Indenture;

(2) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.1, that
such terms have been established in conformity with the provisions of
this Indenture;

(3) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and

(4) that all laws and requirements in respect of the
execution and delivery by the Company of such Securities have been
complied with.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.
<PAGE> 34
26

Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided
in Section 3.9, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall not
be entitled to the benefits of this Indenture.

Section 3.4. Temporary Securities.

Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
make available for delivery, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities of such series in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations
having the same Original Issue Date and Stated Maturity and having the same
terms as such temporary Securities. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

Section 3.5. Registration, Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. Such register is herein sometimes referred to as
the "Securities Register." The Trustee is hereby appointed "Securities
Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and make available for delivery,
in the name of the designated transferee or transferees, one or more new
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms.

At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the
<PAGE> 35
27

Securities to be exchanged at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and make available for delivery, the Securities which the
Holder making the exchange is entitled to receive.

All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

Every Security presented or surrendered for transfer or exchange
shall (if so required by the Company or the Securities Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

(1) Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated
for such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of
this Indenture.

(2) Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole
or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A)
such Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act at a
time when the Depositary is required to be so registered to act as
depositary, in either case unless the Company has approved a successor
Depositary within 90 days, (B) there shall have occurred and be
continuing an Event of Default with respect to such Global Security,
(C) the Company in its sole discretion determines that such Global
Security will be so exchangeable or transferable or (D) there shall
exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by
Section 3.1.

(3) Subject to Clause (2) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion
thereof shall be registered in such names as the Depositary for such
Global Security shall direct.

(4) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether
<PAGE> 36
28

pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.6 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee
thereof.

Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the mailing of notice of redemption of Securities pursuant to Article XI and
ending at the close of business on the day of such mailing or (b) to transfer
or exchange any Security so selected for redemption in whole or in part,
except, in the case of any Security to be redeemed in part, any portion thereof
not to be redeemed.

Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a new
Security of the same issue and series of like tenor and principal amount,
having the same Original Issue Date and Stated Maturity and bearing the same
interest rate as such mutilated Security, and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
make available for delivery, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity and
bearing the same interest rate as such destroyed, lost or stolen Security, and
bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.
<PAGE> 37
29

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.7. Payment of Interest; Interest Rights Preserved.

Interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of the principal of a Security shall be paid to the Person to
whom principal is paid. The initial payment of interest on any Security of any
series which is issued between a Regular Record Date and the related Interest
Payment Date shall be payable as provided in such Security or in the Board
Resolution pursuant to Section 3.1 with respect to the related series of
Securities. At the option of the Company, interest on any series of Securities
may be paid (i) by check mailed to the address of the Person entitled thereto
as it shall appear on the Securities Register of such series or (ii) by wire
transfer in immediately available funds at such place and to such account as
designated by the Person entitled thereto as specified in the Securities
Register of such series.

Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such
series (herein called "Defaulted Interest"), shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue
of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series in respect
of which interest is in default (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first
class, postage prepaid, to each Holder of a Security of such series at the
address of such Holder as it appears in the Securities Register not less than
10 days prior to such Special Record Date. The Trustee may, in its discretion,
in the name and at the expense of the Company, cause a similar notice to be
published at least once in a newspaper, customarily published in the
<PAGE> 38
30

English language on each Business Day and of general circulation in the Borough
of Manhattan, The City of New York, but such publication shall not be a
condition precedent to the establishment of such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered on such Special Record Date
and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Securities of the series in
respect of which interest is in default may be listed or traded and, upon such
notice as may be required by such exchange (or by the Trustee if the Securities
are not listed), if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such payment shall be deemed
practicable by the Trustee.

Any interest on any Security which is deferred or extended pursuant to
Section 3.11 shall not be Defaulted Interest for the purposes of this Section
3.7.

Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Security shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Security.

Section 3.8. Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 3.7) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Section 3.9. Cancellation.

All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled
Securities shall be returned by the Trustee to the Company and destroyed by the
Company.
<PAGE> 39
31

Section 3.10. Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series for any
period shall be computed on the basis of a 360-day year of twelve 30-day months
and interest on the Securities of each series for any partial period shall be
computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months.

Section 3.11. Deferrals of Interest Payment Dates.

If specified as contemplated by Section 2.1 or Section 3.1 with
respect to the Securities of a particular series, so long as no Event of
Default has occurred and is continuing, the Company shall have the right, at
any time during the term of such series, from time to time to defer the payment
of interest on such Securities for such period or periods as may be specified
as contemplated by Section 3.1 (each, an "Extension Period"). No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Securities (together with Additional Interest thereon, if any, at
the rate specified for the Securities of such series to the extent permitted by
applicable law) to the Persons in whose names that Securities are registered at
the close of business on the Regular Record Date with respect to the Interest
Payment Date at the end of such Extension Period; provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the principal of
the Securities of such series; provided, further, that during any such
Extension Period, the Company shall not, and shall not permit any Subsidiary
to, (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
capital stock, (ii) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt security of the Company that
ranks pari passu with or junior in interest to the Securities of such series or
(iii) make any guarantee payments with respect to any guarantee by the Company
of the debt securities of any Subsidiary of the Company that by their terms
rank pari passu with or junior in interest to the securities of such series
(other than (a) dividends or distributions in the Company's capital stock, (b)
any declaration of a dividend in connection with the implementation of a Rights
Plan, or the redemption or repurchase of any rights distributed pursuant to a
Rights Plan, (c) payments under the Guarantee with respect to such Security,
and (d) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors, officers or
employees, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of Common
Stock (or securities convertible into or exchangeable for Common Stock) as
consideration in an acquisition transaction that was entered into prior to the
commencement of such Extension Period). Prior to the termination of any such
Extension Period, the Company may further defer the payment of interest,
provided that no Extension Period shall exceed the period or periods specified
in such Securities or extend beyond the Stated Maturity of the principal of
such Securities. Upon termination of any Extension Period and upon the payment
of all accrued and unpaid interest and any Additional Interest then due on any
Interest Payment Date, the Company may elect to begin a new Extension Period,
subject to the above requirements. No interest shall be due and payable during
an Extension Period, except at the end thereof. The Company shall give the
Holders of the Securities of such series and the Trustee written notice
<PAGE> 40
32

of its election to begin any such Extension Period at least one Business Day
prior to the next succeeding Interest Payment Date on which interest on
Securities of such series would be payable but for such deferral or, with
respect to the Securities of a series issued to a Trust, so long as such
Securities are held by such Trust, prior to the earlier of (i) the next
succeeding date on which Distributions on the Preferred Securities of such
Trust would be payable but for such deferral or (ii) the date the
Administrative Trustees of such Trust are required to give notice to any
securities exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day
prior to such record date.

The Trustee shall promptly give notice, in the name and at the expense
of the Company, of the Company's election to begin any such Extension Period to
the Holders of the Outstanding Securities of such series.

Section 3.12. Right of Set-Off.

With respect to the Securities of a series issued to a Trust,
notwithstanding anything to the contrary in this Indenture, the Company shall
have the right to set-off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Guarantee relating to such Security or under Section 5.8 of
this Indenture.

Section 3.13. Agreed Tax Treatment.

Each Security issued hereunder shall provide that the Company and, by
its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security intend
that such Security constitutes indebtedness and agree to treat such Security as
indebtedness for United States federal, local and state tax purposes.

Section 3.14. Shortening or Extension of Stated Maturity.

If specified as contemplated by Section 2.1 or Section 3.1 with
respect to the Securities of a particular series, the Company shall have the
right to (i) shorten the Stated Maturity of the principal of the Securities of
such series at any time to any date not earlier than the first date on which
the Company has the right to redeem the Securities of such series, and (ii)
extend the Stated Maturity of the principal of the Securities of such series at
any time at its election for one or more periods, but in no event to a date
later than the 49th anniversary of the Original Issue Date of the Securities of
such series; provided that, if the Company elects to exercise its right to
extend the Stated Maturity of the principal of the Securities of such series
pursuant to clause (ii), above, at the time such election is made and at the
time of extension (A) the Company is not in bankruptcy, otherwise insolvent or
in liquidation, (B) the Company is not in default in the payment of any
interest or principal on such Securities, (C) in the case of any series of
Securities held by a Trust, such Trust is not in arrears on payments of
Distributions on the Preferred Securities issued by such Trust and no deferred
Distributions are accumulated and (D) such Securities are rated not less than
BBB- by S&P or Baa3 by Moody's or the equivalent by any other nationally
recognized statistical rating organization. In the event the Company elects to
<PAGE> 41
33

shorten or extend the Stated Maturity of the Series A Subordinated Debentures,
it shall give written notice to the Trustee, and the Trustee shall give notice
of such shortening or extension to the Holders, no less than 30 and no more
than 60 days prior to the effectiveness thereof.

Section 3.15. CUSIP Numbers.

The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1. Satisfaction and Discharge of Indenture.

This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity
within one year of the date of deposit, or
<PAGE> 42
34

(iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company,

and the Company, in the case of Clause (B) (i), (ii) or (iii)
above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose an amount in
the currency or currencies in which the Securities of such
series are payable sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if
any) and interest (including any Additional Interest) to the
date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

Section 4.2. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which such money or obligations have been
deposited with or received by the Trustee.

ARTICLE V

REMEDIES

Section 5.1. Events of Default.

"Event of Default", wherever used herein with respect to the
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any
<PAGE> 43
35

judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(1) default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, when it becomes
due and payable, and continuance of such default for a period of 30 days
(subject to the deferral of any interest payment date in the case of an
Extension Period); or

(2) default in the payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity; or

(3) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Company in this Indenture with respect to that
series (other than a covenant or warranty a default in the performance of which
or the breach of which is elsewhere in this Section specifically dealt with),
and continuance of such default or breach for a period of 90 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied; or

(4) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or

(5) the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit for creditors, or the admission
by it in writing of its inability to pay its debts generally as they become due
and its willingness to be adjudicated a bankrupt, or the taking of corporate
action by the Company in furtherance of any such action; or

(6) any other Event of Default provided with respect to Securities of
that series.

Section 5.2. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in
Section 5.1(4) or 5.1(5)) with respect to Securities of any series at the time
Outstanding occurs and is continuing,
<PAGE> 44
36

then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all the Securities of that series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders),
provided that, in the case of the Securities of a series issued to a Trust, if,
upon an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series fail to declare
the principal amount (or, if the Securities of that series are Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Securities of that series to be immediately
due and payable, the holders of at least 25% in aggregate liquidation amount of
the corresponding series of Preferred Securities then outstanding shall have
such right by a notice in writing to the Company and the Trustee; and upon any
such declaration such principal amount (or specified portion thereof) of and
the accrued interest (including any Additional Interest) on all the Securities
of such series shall become immediately due and payable. Payment of principal
and interest (including any Additional Interest) on such Securities shall
remain subordinated to the extent provided in Article XIII notwithstanding that
such amount shall become immediately due and payable as herein provided. If an
Event of Default specified in Section 5.1(4) or 5.1(5) with respect to
Securities of any series at the time Outstanding occurs, the principal amount
of all the Securities of that series (or, if the Securities of that series are
Discount Securities, such portion of the principal amount of such Securities as
may be specified by the terms of that series) shall automatically, and without
any declaration or other action on the part of the Trustee or any Holder,
become immediately due and payable.

At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay:

(A) all overdue installments of interest (including any Additional
Interest) on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that
series which have become due otherwise than by such declaration of acceleration
and interest thereon at the rate borne by the Securities, and

(C) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and

(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series which
has become due solely by such acceleration, have been cured or waived as
provided in Section 5.13;
<PAGE> 45
37

provided that, in the case of Securities of a series held by a Trust, if the
Holders of at least a majority in principal amount of the Outstanding
Securities of that series fails to rescind and annul such declaration and its
consequences, the holders of a majority in aggregate Liquidation Amount (as
defined in the Trust Agreement under which such Trust is formed) of the related
series of Preferred Securities then outstanding shall have such right by
written notice to the Company and the Trustee, subject to the satisfaction of
the conditions set forth in Clauses (1) and (2) above of this Section 5.2.

No such rescission shall affect any subsequent default or impair any
right consequent thereon.

Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

The Company covenants that if:

(1) default is made in the payment of any installment of interest
(including any Additional Interest) on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (and premium,
if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest (including any
Additional Interest); and, in addition thereto, all amounts owing the Trustee
under Section 6.7.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.
<PAGE> 46
38

Section 5.4. Trustee May File Proofs of Claim.

(a) the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration of acceleration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal (and premium, if any) or interest (including any Additional
Interest)) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

(i) to file and prove a claim for the whole amount of principal (or,
if the Securities of that series are Discount Securities, such portion of the
principal amount as may be due and payable pursuant to a declaration in
accordance with Section 5.2) (and premium, if any) and interest (including any
Additional Interest) owing and unpaid in respect to the Securities and to file
such other papers or documents as may be necessary or advisable and to take any
and all actions as are authorized under the Trust Indenture Act in order to
have the claims of the Holders and any predecessor to the Trustee under Section
6.7 allowed in any such judicial proceedings; and

(ii) in particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same in accordance with Section 5.6; and

(b) any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.
<PAGE> 47
39

Section 5.5. Trustee May Enforce Claims Without Possession of
Securities.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.7, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 5.6. Application of Money Collected.

Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or property on account of principal (or premium,
if any) or interest (including any Additional Interest), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

SECOND: Subject to Article XIII, to the payment of the amounts then
due and unpaid upon such series of Securities for principal (and premium, if
any) and interest (including any Additional Interest), in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such series of Securities for principal (and premium, if any) and interest
(including any Additional Interest), respectively, then to the payment of any
obligations under Section 10.6 hereof; and

THIRD: The balance, if any, to the Person or Persons entitled thereto.

Section 5.7. Limitation on Suits.

No Holder of any Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

(1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;
<PAGE> 48
40

(3) such Holder or Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request
and offer of security or indemnity has failed to institute any such proceeding;
and

(5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

Section 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest; Direct Action by Holders of Preferred Securities.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7) interest (including any Additional Interest) on such Security on
the respective Stated Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder. In the case of Securities of a series held by a
Trust, any holder of the corresponding series of Preferred Securities held by
such Trust shall have the right, upon the occurrence of an Event of Default
described in Section 5.1(1) or 5.1(2), to institute a suit directly against the
Company for enforcement of payment to such holder of principal of (or premium,
if any) and (subject to Section 3.7) interest (including any Additional
Interest) on the Securities having a principal amount equal to the aggregate
Liquidation Amount (as defined in the Trust Agreement under which such Trust is
formed) of such Preferred Securities of the corresponding series held by such
holder.

Section 5.9. Restoration of Rights and Remedies.

If the Trustee, any Holder or any holder of Preferred Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of
Preferred Securities, then and in every such case the Company, the Trustee, the
Holders and such holder of Preferred Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee, the Holders and the holders of Preferred Securities shall continue as
though no such proceeding had been instituted.
<PAGE> 49
41

Section 5.10. Rights and Remedies Cumulative.

Except as otherwise provided in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee, any Holder of any Security or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.

Every right and remedy given by this Article or by law to the Trustee
or to the Holders and the right and remedy given to the holders of Preferred
Securities by Section 5.8 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of
Preferred Securities, as the case may be.

Section 5.12. Control by Holders.

The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:

(1) such direction shall not be in conflict with any rule of law or
with this Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

(3) subject to the provisions of Section 6.1, the Trustee shall have
the right to decline to follow such direction if a Responsible Officer or
Officers of the Trustee shall, in good faith, determine that the proceeding so
directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

Section 5.13. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series and, in the case of any Securities of a
series issued to a Trust, the holders of a majority in Liquidation Amount (as
defined in the relevant Trust Agreement) of Preferred Securities issued by such
Trust may waive any past default hereunder and its consequences with respect to
such series except a default:
<PAGE> 50
42

(1) in the payment of the principal of (or premium, if any) or
interest (including any Additional Interest) on any Security of such series
(unless all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which has
become due solely by such acceleration, have been cured or annulled as provided
in Section 5.3 and the Company has paid or deposited with the Trustee a sum
sufficient to pay all overdue installments of interest (including any
Additional Interest) on all Securities of that series, the principal of (and
premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate borne by the Securities, and all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel), or

(2) in respect of a covenant or provision hereof which under Article
IX cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities of such series or, in the case of a waiver by holders of
Preferred Securities issued by such Trust, by all holders of Preferred
Securities issued by such Trust.

Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

Section 5.14. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
(including any Additional Interest) on any Security on or after the respective
Stated Maturities expressed in such Security.

Section 5.15. Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such
<PAGE> 51
43

law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

ARTICLE VI

THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture.

(b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

(c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct except that

(1) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
Holders pursuant to Section 5.12 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.
<PAGE> 52
44

(d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

Section 6.2. Notice of Defaults.

Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the
Securities Register, notice of such default, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest (including
any Additional Interest) on any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of Securities of such series; and
provided, further, that, in the case of any default of the character specified
in Section 5.1(3), no such notice to Holders of Securities of such series shall
be given until at least 30 days after the occurrence thereof. For the purpose
of this Section, the term "default" means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to
Securities of such series.

Section 6.3. Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

(a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
Security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers' Certificate;
<PAGE> 53
45

(d) the Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

(f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, indenture,
Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

(h) the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.

Section 6.4. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.

Section 6.5. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Securities Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 6.8 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Securities Registrar or such other agent.
<PAGE> 54
46

Section 6.6. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

Section 6.7. Compensation and Reimbursement.

The Company, as borrower, agrees

(1) to pay to the Trustee from time to time such compensation as shall
be agreed in writing between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

(2) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and

(3) to indemnify each of the Trustee and any predecessor Trustee for,
and to hold it harmless against, any and all loss, liability, damage, claim or
expense (including the reasonable compensation and the expenses and
disbursements of its agents and counsel) incurred without negligence or bad
faith, arising out of or in connection with the acceptance or administration of
this trust or the performance of its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. This
indemnification shall survive the termination of this Agreement.

To secure the Company's payment obligations in this Section, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor
statute.

Section 6.8. Disqualification; Conflicting Interests.

The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of said Section 310(b).
<PAGE> 55
47

Section 6.9. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be

(a) a corporation organized and doing business under the laws of the
United States of America or of any state or territory or the District of
Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal, state, territorial or
District of Columbia authority, or

(b) a corporation or other Person organized and doing business under
the laws of a foreign government that is permitted to act as Trustee pursuant
to a rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then, for the purposes of this Section, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. Neither the Company nor any Person
directly or indirectly controlling, controlled by or under common control with
the Company shall serve as Trustee for the Securities of any series issued
hereunder.

Section 6.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after such removal, the
Trustee being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.
<PAGE> 56
48

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.8 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.9 and shall
fail to resign after written request therefor by the Company or by any such
Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged
a bankrupt or insolvent or a receiver of the Trustee or of its property shall
be appointed or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation,

then, in any such case, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to all Securities, or
(ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, subject to Section 5.14, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

(f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to the Holders of Securities of such series as their names and addresses appear
in the Securities Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.
<PAGE> 57
49

Section 6.11. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts, and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.
<PAGE> 58
50

Section 6.12. Merger, Conversion, Consolidation or Succession to
Business.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case
any Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor Trustee
or in the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

Section 6.13. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 6.14. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, or of any state or territory or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.
<PAGE> 59
51

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provision of this Section.

The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

This is one of the Securities referred to in the within mentioned
Indenture.

Dated:
/s/ THE BANK OF NEW YORK
---------------------------------------
As Trustee

By:
------------------------------------
As Authenticating Agent

By:
------------------------------------
Authorized Officer

<PAGE> 60
52

ARTICLE VII

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1. Company to Furnish Trustee Names and Addresses of
Holders.

The Company will furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after January 15 and July 15
in each year, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of such January 1 and July 1, and

(b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished,

excluding from any such list names and addresses received by the Trustee in its
capacity as Securities Registrar.

Section 7.2. Preservation of Information, Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

Section 7.3. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.
If required by Section 313(a) of the Trust Indenture Act, the Trustee shall,
within sixty days after each May 15 following the date of this Indenture
deliver to Holders a brief report, dated as of such May 15, which complies
with the provisions of such Section 313(a).
<PAGE> 61
53

(b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed and also with the Commission. The Company will promptly
notify the Trustee when any Securities are listed on any stock exchange.

Section 7.4. Reports by Company.

The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided in the Trust Indenture Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is required to be filed
with the Commission. The Company also shall comply with the other provisions of
Trust Indenture Act Section 314(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein, including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust
organized and existing under the laws of the United States of America or any
State or the District of Columbia and shall expressly assume (i) by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest (including any Additional Interest) on all
the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed, (ii) any obligations of the
Company under any Trust Agreement and (iii) any obligations of the Company
under any Guarantee Agreement;
<PAGE> 62
54

(2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing;

(3) in the case of the Securities of a series held by a Trust, such
consolidation, merger, conveyance, transfer or lease is permitted under the
related Trust Agreement and Guarantee and does not give rise to any breach or
violation of the related Trust Agreement or Guarantee; and

(4) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and any such supplemental indenture complies with
this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with; and the Trustee, subject to Section
6.1, may rely upon such Officers' Certificate and Opinion of Counsel as
conclusive evidence that such transaction complies with this Section 8.1.

SECTION 8.2. SUCCESSOR CORPORATION SUBSTITUTED.

Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with
Section 8.1, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and in the event of any
such conveyance, transfer or lease the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.

Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the written order of such successor
Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall make available for delivery any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Trustee on its behalf for the purpose pursuant to such provisions. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter
to be issued as may be appropriate.

<PAGE> 63
55

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company, and
the assumption by any such successor of the covenants of the Company herein and
in the Securities contained; or

(2) to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee or to surrender any right or power herein conferred upon the
Company; or

(3) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 or 3.1; or

(4) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

(5) to add any additional Events of Default for the benefit of the
Holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly being included
solely for the benefit of such series); or

(6) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such
provision; or

(7) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture, provided that such action pursuant to this clause (7)
shall not adversely affect the interest of the Holders of Securities of any
series in any material respect or, in the case of the Securities of a series
issued to a Trust and for so long as any of the corresponding series of
Preferred Securities issued by such Trust shall remain outstanding, the holders
of such Preferred Securities; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration
<PAGE> 64
56

of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b); or

(9) to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust
Indenture Act.

Section 9.2. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

(1) except to the extent permitted by Section 3.11 or as otherwise
specified as contemplated by Section 2.1 or Section 3.1 with respect to the
deferral of the payment of interest on the Securities of any series, change the
Stated Maturity of the principal of, or any installment of interest (including
any Additional Interest) on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or reduce any premium payable upon the
redemption thereof, or reduce the amount of principal of a Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.2, or change the place of payment
where, or the coin or currency in which, any Security or interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 5.13 or
Section 10.5, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security affected thereby; or

(4) modify the provisions in Article XIII of this Indenture with
respect to the subordination of Outstanding Securities of any series in a
manner adverse to the Holders thereof;

provided, further, that, in the case of the Securities of a series issued to a
Trust, so long as any of the corresponding series of Preferred Securities
issued by such Trust remains outstanding, (i) no such amendment shall be made
that adversely affects the holders of such Preferred Securities in any material
respect, and no termination of this Indenture shall occur, and no waiver of any
Event of Default or compliance with any covenant under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate Liquidation
<PAGE> 65
57

Amount (as defined in the Trust Agreement under which such Trust is organized)
of such Preferred Securities then outstanding unless and until the principal
(and premium, if any) of the Securities of such series and all accrued and,
subject to Section 3.7, unpaid interest (including any Additional Interest)
thereon have been paid in full and (ii) no amendment shall be made to Section
5.8 of this Indenture that would impair the rights of the holders of Preferred
Securities provided therein without the prior consent of the holders of each
Preferred Security then outstanding unless and until the principal (and
premium, if any) of the Securities of such series and all accrued and (subject
to Section 3.7) unpaid interest (including any Additional Interest) thereon
have been paid in full.

A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities or Preferred
Securities, or which modifies the rights of the Holders of Securities or
holders of Preferred Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities or holders of Preferred Securities of any other
series.

It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

Section 9.3. Execution of Supplemental Indentures.

In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.1) shall be fully protected in relying upon,
an Officers' Certificate and an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture,
and that all conditions precedent have been complied with. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 9.4. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 9.5. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.
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Section 9.6. Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

ARTICLE X

COVENANTS

Section 10.1. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest (including Additional Interest) on the Securities of that
series in accordance with the terms of such Securities and this Indenture.

Section 10.2. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of
Securities, an office or agency where Securities of that series may be
presented or surrendered for payment and an office or agency where Securities
of that series may be surrendered for transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. The Company initially appoints the Trustee,
acting through its Corporate Trust Office, as its agent for said purposes. The
Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for
any or all of such purposes, and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation and any change in the location of any such office or agency.
<PAGE> 67
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Section 10.3. Money for Security Payments to be Held in Trust.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act.

Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m. New York City time on each due date of the principal of or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal and
premium (if any) or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its failure so to act.

The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest (including Additional Interest) on Securities in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal
(and premium, if any) or interest (including Additional Interest);

(3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such Paying Agent; and

(4) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by the Company or any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest (including Additional Interest) on any Security and remaining
unclaimed for two years after such principal
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(and premium, if any) or interest has become due and payable shall (unless
otherwise required by mandatory provision of applicable escheat or abandoned or
unclaimed property law) be paid on Company Request to the Company, or (if then
held by the Company) shall (unless otherwise required by mandatory provision of
applicable escheat or abandoned or unclaimed property law) be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

Section 10.4. Statement as to Compliance.

The Company shall deliver to the Trustee, within 120 days after the
end of each calendar year of the Company ending after the date hereof, an
Officers' Certificate, one of the signatories of which shall be the principal
executive, principal financial or principal accounting officer of the Company,
covering the preceding calendar year, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance,
observance or fulfillment of or compliance with any of the terms, provisions,
covenants and conditions of this Indenture, and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. For the purpose of this Section 10.4, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

Section 10.5. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any
covenant or condition provided pursuant to Section 3.1, 9.1(3) or 9.1(4) with
respect to the Securities of any series, if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company in respect of any
such covenant or condition shall remain in full force and effect.

Section 10.6. Payment of Trust Costs and Expenses.

Since each Trust is being formed solely to facilitate an investment in
the Securities, the Company, in its capacity as the issuer of the Securities,
hereby covenants to pay all debts and obligations (other than with respect to
the Preferred Securities and Common Securities) and all costs and expenses of
each Trust (including, but not limited to, all costs and expenses relating to
the organization of the Trust, the fees and expenses of the relevant Trustees
and all costs and
<PAGE> 69
61

expenses relating to the operation of the Trust) and to pay any and all taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed on any Trust by the United States, or any other
taxing authority, so that the net amounts received and retained by such Trust
and the Property Trustee after paying such expenses will be equal to the
amounts such Trust and the Property Trustee would have received had no such
costs or expenses been incurred by or imposed on such Trust. The obligations
of the Company to pay all debts, obligations, costs and expenses of each Trust
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture.

Section 10.7. Additional Covenants.

The Company covenants and agrees with each Holder of Securities of
each series that it shall not, and it shall not permit any Subsidiary of the
Company to, (i) declare or pay any dividends or distributions on, or redeem
purchase, acquire or make a liquidation payment with respect to, any shares of
the Company's capital stock, or (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu with or junior in interest to
the Securities of such series or (iii) make any guarantee payments with respect
to any guarantee by the Company of debt securities of any subsidiary of the
Company if such guarantee ranks pari passu with or junior in interest to the
Securities (other than (a) dividends or distributions in the Company's capital
stock, (b) any declaration of a dividend in connection with the implementation
of a Rights Plan or the redemption or repurchase of any rights distributed
pursuant to a Rights Plan, (c) payments under the Guarantee with respect to the
Securities of such Series, and (d) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Company's benefit plans for
its directors, officers or employees, related to the issuance of common stock
or rights under a dividend reinvestment and stock purchase plan, or related to
the issuance of Common Stock (or securities convertible into or exchangeable
for Common Stock) as consideration in an acquisition transaction that was
entered into prior to the commencement of such Extension Period) if at such
time (x) there shall have occurred any event of which the Company has actual
knowledge that (A) with the giving of notice or the lapse of time or both,
would constitute an Event of Default with respect to the Securities of such
series and (B) in respect of which the Company shall not have taken reasonable
steps to cure, (y) if the Securities of such series are held by a Trust, the
Company shall be in default with respect to its payment of any obligations
under the Guarantee relating to the Preferred Securities issued by such Trust
or (z) the Company shall have given notice of its election to begin an
Extension Period with respect to the Securities of such series as provided
herein and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.

The Company also covenants with each Holder of Securities of a series
issued to a Trust (i) to maintain directly or indirectly 100% ownership of the
Common Securities of such Trust; provided, however, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate
such Trust, except (a) in connection with a distribution of the Securities of
such series to the holders of the Trust Securities of such Trust in liquidation
of such Trust or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement and (iii) to use its
reasonable efforts, consistent with the terms and provisions of such
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62

Trust Agreement, to cause such Trust to remain classified as a grantor trust
and not an association taxable as a corporation for United States federal
income tax purposes.

Section 10.8. Calculation of Original Issue Discount.

The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities
as of the end of such year, if any.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.1. Applicability of This Article.

Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern. Except as otherwise set forth
in the form of Security for such series, each Security of such series shall be
subject to partial redemption only in the amount of $25 or, in the case of the
Securities of a series issued to a Trust, $25, or integral multiples thereof.

Section 11.2. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of the Securities, the Company shall, not less than
45 nor more than 60 days prior to the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such date and of
the principal amount of Securities of that series to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities, the Company shall
furnish the Trustee with an Officers' Certificate and an Opinion of Counsel
evidencing compliance with such restriction.

Section 11.3. Selection of Securities to be Redeemed.

If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by lot or such other method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security
of such series, provided that the unredeemed portion of the
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63

principal amount of any Security shall be in an authorized denomination (which
shall not be less than the minimum authorized denomination) for such Security.
If less than all the Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

Section 11.4. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register.

With respect to Securities of each series to be redeemed, each notice
of redemption shall identify the Securities to be redeemed (including CUSIP
number, if a CUSIP number has been assigned to such Securities of such Series)
and shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) if less than all Outstanding Securities of such particular series
and having the same terms are to be redeemed, the identification (and, in the
case of partial redemption, the respective principal amounts) of the particular
Securities to be redeemed;

(d) that on the Redemption Date, the Redemption Price will become due
and payable upon each such Security or portion thereof, and that interest
thereon, if any, shall cease to accrue on and after said date;

(e) the place or places where such Securities are to be surrendered
for payment of the Redemption Price; and

(f) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall not be
irrevocable. The notice if mailed in the manner herein
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64

provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, a failure to give such notice by
mail or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

Section 11.5. Deposit of Redemption Price.

Prior to 10:00 a.m. New York City time on the Redemption Date
specified in the notice of redemption given as provided in Section 11.4, the
Company will deposit with the Trustee or with one or more Paying Agents (or if
the Company is acting as its own Paying Agent, the Company will segregate and
hold in trust as provided in Section 10.3) an amount of money sufficient to pay
the Redemption Price of, and any accrued interest (including Additional
Interest) on, all the Securities which are to be redeemed on that date.

Section 11.6. Payment of Securities Called for Redemption.

If any notice of redemption has been given as provided in Section
11.4, the Securities or portion of Securities with respect to which such notice
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Redemption Price. On
presentation and surrender of such Securities at a Place of Payment in said
notice specified, the said securities or the specified portions thereof shall
be paid and redeemed by the Company at the applicable Redemption Price,
together with accrued interest (including any Additional Interest) to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for
delivery to the Holder thereof, at the expense of the Company, a new Security
or Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the unredeemed portion of the Security so presented
and having the same Original Issue Date, Stated Maturity and terms. If a Global
Security is so surrendered, such new Security will also be a new Global
Security.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

Section 11.7. Right of Redemption of Securities Initially Issued to
a Trust.

In the case of the Securities of a series initially issued to a Trust,
except as otherwise established pursuant to Section 3.1 for the Securities of a
Series, the Company, at its option, may redeem such Securities (i) on or after
the date five years after the Original Issue Date of such Securities, in whole
at any time or in part from time to time, or (ii) upon the occurrence and
during the continuation of a Tax Event or a Capital Treatment Event, at any
time within 90 days
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following the occurrence of such Tax Event or Capital Treatment Event in
respect of such Trust, in whole (but not in part), in each case at a Redemption
Price equal to 100% of the principal amount thereof.

ARTICLE XII

SINKING FUNDS

Section 12.1. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any sinking fund payment in excess of such minimum
amount which is permitted to be made by the terms of such Securities of any
series is herein referred to as an "optional sinking fund payment". If provided
for by the terms of any Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of such Securities.

Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 30 days prior to
the date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series (together with the unmatured coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the
terms of the Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the
Securities of such series were originally issued by the Company by way of bona
fide sale or other negotiation for value; provided that the Securities to be so
credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the
redemption price for such Securities, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which
the
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Securities of such series are payable (except as provided pursuant to Section
3.1) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities pursuant to Section 12.2 and will also deliver to the
Trustee any Securities to be so delivered. Such Officers' Certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such Officers' Certificate (or, as required by this Indenture, the
Securities and coupons, if any, specified in such Officers' Certificate), the
sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory
sinking fund payment without the right to deliver or credit securities as
provided in Section 12.2 and without the right to make the optional sinking
fund payment with respect to such series at such time.

Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment
date immediately following the date of such payment) to the redemption of
Securities of such series at the Redemption Price specified in such Securities
with respect to the sinking fund. Any sinking fund moneys not so applied or
allocated by the Trustee (or, if the Company is acting as its own Paying Agent,
segregated and held in trust by the Company as provided in Section 10.3) for
such series and together with such payment (or such amount so segregated) shall
be applied in accordance with the provisions of this Section 12.3. Any and all
sinking fund moneys with respect to the Securities of any particular series
held by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 10.3) on the last sinking
fund payment date with respect to Securities of such series and not held for
the payment or redemption of particular Securities of such series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Securities of such series at Maturity. The Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 11.3 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 11.4.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 11.6. On or before each
sinking fund payment date, the Company shall pay to the Trustee (or, if the
Company is acting as its own Paying Agent, the Company shall segregate and hold
in trust as provided in Section 10.3) in cash a sum in the currency in which
Securities of such series are payable (except as provided pursuant to Section
3.1) equal to the principal and any interest accrued to the Redemption Date for
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 12.3.

Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default
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67

occurring as a consequence of this paragraph) with respect to the Securities of
such series, except that if the notice of redemption shall have been provided
in accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of
this Article XII. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and
any moneys thereafter paid into such sinking fund shall, during the continuance
of such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for
the Securities of such series on which such moneys may be applied pursuant to
the provisions of this Section 12.3.

ARTICLE XIII

SUBORDINATION OF SECURITIES

Section 13.1. Securities Subordinate to Senior Debt.

The Company covenants and agrees, and each Holder of a Security, by
its acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the payment of the
principal of (and premium, if any) and interest (including any Additional
Interest) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt.

Section 13.2. Payment Over of Proceeds Upon Dissolution, Etc.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior Debt shall
be entitled to receive payment in full of all amounts due or to become due on
such Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Debt, before the Holders of the Securities are entitled to receive or retain
any payment or distribution of any kind or character, whether in cash, property
or securities (including any payment or distribution which may be payable or
deliverable by reason of the payment of any other Debt of the Company
(including any series of the Securities) subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including any Additional Interest) on the Securities or on account
of the purchase or other acquisition of Securities by the Company or any
Subsidiary and to that end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof, any payment or distribution of
any kind or character, whether in cash, property or securities, including any
Junior Subordinated Payment, which may be payable or deliverable in respect of
the Securities in any such Proceeding; provided, however, that holders of
Senior Debt shall not be entitled to receive payment of any such amounts to the
extent that
<PAGE> 76
68

such holders would be required by the subordination provisions of such Senior
Debt to pay such amounts over to the obligees on trade accounts payable or
other liabilities arising in the ordinary course of the Company's business.

In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any Junior Subordinated
Payment, before all amounts due or to become due on all Senior Debt are paid in
full or payment thereof is provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, and if such
fact shall, at or prior to the time of such payment or distribution, have been
made known to the Trustee or, as the case may be, such Holder, then and in such
event such payment or distribution shall be paid over or delivered forthwith to
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee,
agent or other Person making payment or distribution of assets of the Company
for application to the payment of all amounts due or to become due on all
Senior Debt remaining unpaid, to the extent necessary to pay all amounts due or
to become due on all Senior Debt in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt; provided,
however, that holders of Senior Debt shall not be entitled to receive payment
of any such amounts to the extent that such holders would be required by the
subordination provisions of such Senior Debt to pay such amounts over to the
obligees on trade accounts payable or other liabilities arising in the ordinary
course of the Company's business.

For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment which securities are subordinated
in right of payment to all then outstanding Senior Debt to substantially the
same extent as the Securities are so subordinated as provided in this Article.
The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
sale of all or substantially all of its properties and assets as an entirety to
another Person upon the terms and conditions set forth in Article VIII shall
not be deemed a Proceeding for the purposes of this Section if the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger or sale, comply with the
conditions set forth in Article VIII.

Section 13.3. Prior Payment to Senior Debt Upon Acceleration of
Securities.

In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior Debt
outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all amounts due on or in respect of such
Senior Debt (including any amounts due upon acceleration), or provision shall
be made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Debt, before the Holders of the
Securities are entitled to receive any payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior
Subordinated Payment) by the Company on account of the principal of (or
<PAGE> 77
69

premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary; provided, however, that nothing in this Section
shall prevent the satisfaction of any sinking fund payment in accordance with
this Indenture or as otherwise specified as contemplated by Section 3.1 for the
Securities of any series by delivering and crediting pursuant to Section 12.2
or as otherwise specified as contemplated by Section 3.1 for the Securities of
any series Securities which have been acquired (upon redemption or otherwise)
prior to such declaration of acceleration; provided further, however, that
holders of Senior Debt shall not be entitled to receive payment of any such
amounts to the extent that such holders would be required by the subordination
provisions of such Senior Debt to pay such amounts over to the obligees on
trade accounts payable or other liabilities arising in the ordinary course of
the Company's business.

In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to
the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

Section 13.4. No Payment When Senior Debt in Default.

(a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior Debt, or
in the event that any event of default with respect to any Senior Debt shall
have occurred and be continuing and shall have resulted in such Senior Debt
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event any
judicial proceeding shall be pending with respect to any such default in
payment or such event or default, then no payment or distribution of any kind
or character, whether in cash, properties or securities (including any Junior
Subordinated Payment) shall be made by the Company on account of principal of
(or premium, if any) or interest (including any Additional Interest), if any,
on the Securities or on account of the purchase or other acquisition of
Securities by the Company or any Subsidiary, in each case unless and until all
amounts due or to become due on such Senior Debt are paid in full; provided,
however, that nothing in this Section shall prevent the satisfaction of any
sinking fund payment in accordance with this Indenture or as otherwise
specified as contemplated by Section 3.1 for the Securities of any series by
delivering and crediting pursuant to Section 12.2 or as otherwise specified as
contemplated by Section 3.1 for the Securities of any series Securities which
have been acquired (upon redemption or otherwise) prior to such default in
payment or event of default; provided further, however, that holders of Senior
Debt shall not be entitled to receive payment of any such amounts to the extent
that such holders would be required by the subordination provisions of such
Senior Debt to pay such amounts over to the obligees on trade accounts payable
or other liabilities arising in the ordinary course of the Company's business.
<PAGE> 78
70

The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

Section 13.5. Payment Permitted If No Default.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding referred to in Section 13.2 or under the
conditions described in Sections 13.3 and 13.4, from making payments at any
time of principal of (and premium, if any) or interest (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application by the Trustee, it did not have knowledge that such payment
would have been prohibited by the provisions of this Article.

Section 13.6. Subrogation to Rights of Holders of Senior Debt.

Subject to the payment in full of all amounts due or to become due on
all Senior Debt, or the provision for such payment in cash or cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt, the
Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the
provisions of this Article (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to
Senior Debt of the Company to substantially the same extent as the Securities
are subordinated to the Senior Debt and is entitled to like rights of
subrogation by reason of any payments or distributions made to holders of such
Senior Debt) to the rights of the holders of such Senior Debt to receive
payments and distributions of cash, property and securities applicable to the
Senior Debt until the principal of (and premium, if any) and interest
(including Additional Interest) on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of
the Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.
<PAGE> 79
71

Section 13.7. Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as between the Company and the Holders of the Securities,
the obligations of the Company, which are absolute and unconditional, to pay to
the Holders of the Securities the principal of (and premium, if any) and
interest (including any Additional Interest) on the Securities as and when the
same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the Securities
and creditors of the Company other than their rights in relation to the holders
of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture including, without limitation, filing and voting claims in
any Proceeding, subject to the rights, if any, under this Article of the
holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

Section 13.8. Trustee to Effectuate Subordination.

Each Holder of a Security by his or her acceptance thereof authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination
provided in this Article and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.

Section 13.9. No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.

Without in any way limiting the generality of the immediately
preceding paragraph, the holders of Senior Debt may, at any time and from to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.
<PAGE> 80
72

Section 13.10. Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or from any trustee, agent or representative
therefor; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least two Business Days prior to the
date upon which by the terms hereof any monies may become payable for any
purpose (including, without limitation, the payment of the principal of (and
premium, if any) or interest (including any Additional Interest) on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary which may be received by it within two Business
Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Debt to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

Section 13.11. Reliance on Judicial Order or Certificate of
Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior Debt and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.
<PAGE> 81
73

Section 13.12. Trustee Not Fiduciary for Holders of Senior Debt.

The Trustee, in its capacity as trustee under this Indenture, shall
not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise. With respect to the holders of
Senior Debt, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Debt shall
be read into this Indenture against the Trustee.

Section 13.13. Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights.

The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.7.

Section 13.14. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.

Section 13.15. Certain Conversions or Exchanges Deemed Payment.

For the purposes of this Article only, (a) the issuance and delivery
of junior securities upon conversion or exchange of Securities shall not be
deemed to constitute a payment or distribution on account of the principal of
(or premium, if any) or interest (including any Additional Interest) on
Securities or on account of the purchase or other acquisition of Securities,
and (b) the payment, issuance or delivery of cash, property or securities
(other than junior securities) upon conversion or exchange of a Security shall
be deemed to constitute payment on account of the principal of such security.
For the purposes of this Section, the term "junior securities" means (i) shares
of any stock of any class of the Company and (ii) securities of the Company
which are subordinated in right of payment to all Senior Debt which may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article.

Section 13.16. Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments
from money held in trust under Article IV by the Trustee for the payment of
principal of, premium, if any, and
<PAGE> 82
74

interest on the Securities shall not be subordinated to the prior payment of
any Senior Debt of the Company or subject to the restrictions set forth in this
Article XIII and none of the Holders shall be obligated to pay over any such
amount to the Company or any holder of Senior Debt of the Company or any other
creditor of the Company.

<PAGE> 83
75

* * * *

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.

MBNA CORPORATION

By:
--------------------------------------
Name:
Title:

THE BANK OF NEW YORK
as Trustee

By:
---------------------------------------
Name:
Title:

<PAGE> 1
EXHIBIT 4(f)(3)

AMENDED AND RESTATED

TRUST AGREEMENT

among

MBNA CORPORATION, as Depositor,

THE BANK OF NEW YORK,

as Property Trustee,

THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee,

and

THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

Dated as of [______] [__], 1997

MBNA CAPITAL C

<PAGE> 2

MBNA Capital C

Certain Sections of this Trust Agreement relating to Sections 310
through 318 of the Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
Trust Indenture Trust Agreement
Act Section Section
- --------------- ------------
<S> <C> <C>
(Section) 310 (a)(1)................................................................. 8.7
(a)(2)................................................................. 8.7
(a)(3)................................................................. 8.9
(a)(4)................................................................. 2.7(a)(ii)
(b).................................................................... 8.8
(Section) 311 (a).................................................................... 8.13
(b).................................................................... 8.13
(Section) 312 (a).................................................................... 5.7
(b).................................................................... 5.7
(c).................................................................... 5.7
(Section) 313 (a).................................................................... 8.14(a)
(a)(4)................................................................. 8.14(b)
(b).................................................................... 8.14(a)
(c).................................................................... 10.10
(d).................................................................... 8.14(b)
(Section) 314 (a).................................................................... 8.15
(b).................................................................... Not Applicable
(c)(1)................................................................. 8.16
(c)(2)................................................................. 8.16
(c)(3)................................................................. Not Applicable
(d).................................................................... Not Applicable
(e).................................................................... 1.1, 8.16
(Section) 315 (a).................................................................... 8.1(a), 8.3(a)
(b).................................................................... 8.2, 10.10
(c).................................................................... 8.1(a)
(d).................................................................... 8.1, 8.3
(e).................................................................... Not Applicable
(Section) 316 (a).................................................................... Not Applicable
(a)(1)(A).............................................................. Not Applicable
(a)(1)(B).............................................................. Not Applicable
(a)(2)................................................................. Not Applicable
(b).................................................................... 5.14
(c).................................................................... 6.7
(Section) 317 (a)(1)................................................................. Not Applicable
(a)(2)................................................................. Not Applicable
(b).................................................................... 5.9
(Section) 318 (a).................................................................... 10.11
</TABLE>
- ----------
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed
to be a part of the Trust Agreement.

<PAGE> 1
EXHIBIT 4(f)(3)

AMENDED AND RESTATED

TRUST AGREEMENT

among

MBNA CORPORATION, as Depositor,

THE BANK OF NEW YORK,

as Property Trustee,

THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee,

and

THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

Dated as of [______] [__], 1997

MBNA CAPITAL C

<PAGE> 2

MBNA Capital C

<PAGE> 3

TABLE OF CONTENTS

<S> <C> <C>
ARTICLE I

DEFINED TERMS.............................................1

SECTION 1.1 Definitions. ..............................................................1

ARTICLE II

CONTINUATION OF THE TRUST..................................... 10

SECTION 2.1 Name. ................................................................... 10
SECTION 2.2 Office of the Delaware Trustee; Principal Place of Business. ............ 10
SECTION 2.3 Initial Contribution of Trust Property; Organizational Expenses. ........ 10
SECTION 2.4 Issuance of the Preferred Securities. ................................... 10
SECTION 2.5 Issuance of the Common Securities; Subscription and Purchase of
Debentures. ....................................................... 11

SECTION 2.6 Declaration of Trust. ................................................... 11
SECTION 2.7 Authorization to Enter into Certain Transactions. ....................... 11
SECTION 2.8 Assets of Trust. ........................................................ 15
SECTION 2.9 Title to Trust Property. ................................................ 15

ARTICLE III

PAYMENT ACCOUNT.......................................... 15

SECTION 3.1 Payment Account. ........................................................ 15

ARTICLE IV

DISTRIBUTIONS; REDEMPTION..................................... 16

SECTION 4.1 Distributions. .......................................................... 16
SECTION 4.2 Redemption. ............................................................. 17
SECTION 4.3 Subordination of Common Securities. ..................................... 19
SECTION 4.4 Payment Procedures. ..................................................... 19
SECTION 4.5 Tax Returns and Reports. ................................................ 19
SECTION 4.6 Payment of Expenses of the Trust. ....................................... 20
SECTION 4.7 Payments under Indenture or Pursuant to Direct Actions................... 20

ARTICLE V

TRUST SECURITIES CERTIFICATES................................... 20

SECTION 5.1 Initial Ownership. ...................................................... 20
</TABLE>

<PAGE> 4

<TABLE>

PAGE

<S> <C> <C>
SECTION 5.2 The Trust Securities Certificates. ...................................... 20
SECTION 5.3 Execution and Delivery of Trust Securities Certificates. ................ 21
SECTION 5.4 Registration of Transfer and Exchange of Preferred Securities
Certificates....................................................... 21

SECTION 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. ..... 22
SECTION 5.6 Persons Deemed Securityholders. ......................................... 23
SECTION 5.7 Access to List of Securityholders' Names and Addresses. ................. 23
SECTION 5.8 Maintenance of Office or Agency. ........................................ 23
SECTION 5.9 Appointment of Paying Agent. ............................................ 23
SECTION 5.10 Ownership of Common Securities by Depositor. ............................ 24
SECTION 5.11 Book-Entry Preferred Securities Certificates; Common
Securities Certificate. ........................................... 24

SECTION 5.12 Notices to Clearing Agency. ............................................. 25
SECTION 5.13 Definitive Preferred Securities Certificates. ........................... 25
SECTION 5.14 Rights of Securityholders. .............................................. 26
SECTION 5.15 CUSIP Numbers............................................................ 28

ARTICLE VI

ACTS OF SECURITYHOLDERS; MEETINGS; VOTING............................. 28

SECTION 6.1 Limitations on Voting Rights. ........................................... 28
SECTION 6.2 Notice of Meetings. ..................................................... 29
SECTION 6.3 Meetings of Preferred Securityholders. .................................. 29
SECTION 6.4 Voting Rights. .......................................................... 30
SECTION 6.5 Proxies, etc. ........................................................... 30
SECTION 6.6 Securityholder Action by Written Consent. ............................... 31
SECTION 6.7 Record Date for Voting and Other Purposes. .............................. 31
SECTION 6.8 Acts of Securityholders. ................................................ 31
SECTION 6.9 Inspection of Records. .................................................. 32

ARTICLE VII

REPRESENTATIONS AND WARRANTIES................................... 32

SECTION 7.1 Representations and Warranties of the Property Trustee and the
Delaware........................................................... 32
SECTION 7.2 Representations and Warranties of Depositor. ............................ 33

ARTICLE VIII

THE TRUSTEES............................................ 34

SECTION 8.1 Certain Duties and Responsibilities. .................................... 34
SECTION 8.2 Certain Notices. ........................................................ 36
SECTION 8.3 Certain Rights of Property Trustee. ..................................... 36
SECTION 8.4 Not Responsible for Recitals or Issuance of Securities. ................. 38
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
SECTION 8.5 May Hold Securities. .................................................... 38
SECTION 8.6 Compensation; Indemnity; Fees. .......................................... 38
SECTION 8.7 Corporate Property Trustee Required; Eligibility of Trustees. ........... 39
SECTION 8.8 Conflicting Interests. .................................................. 40
SECTION 8.9 Co-Trustees and Separate Trustee. ....................................... 40
SECTION 8.10 Resignation and Removal; Appointment of Successor. ...................... 42
SECTION 8.11 Acceptance of Appointment by Successor. ................................. 43
SECTION 8.12 Merger, Conversion, Consolidation or Succession to Business. ............ 44
SECTION 8.13 Preferential Collection of Claims Against Depositor or Trust. ........... 44
SECTION 8.14 Reports by Property Trustee. ............................................ 45
SECTION 8.15 Reports to the Property Trustee. ........................................ 45
SECTION 8.16 Evidence of Compliance with Conditions Precedent. ....................... 45
SECTION 8.17 Number of Trustees. ..................................................... 45
SECTION 8.18 Delegation of Power. .................................................... 46

ARTICLE IX

TERMINATION, LIQUIDATION AND MERGER................................ 46

SECTION 9.1 Termination Upon Expiration Date. ....................................... 46
SECTION 9.2 Early Termination. ...................................................... 46
SECTION 9.3 Termination. ............................................................ 47
SECTION 9.4 Liquidation. ............................................................ 47
SECTION 9.5 Mergers, Consolidations, Amalgamations or Replacements of the
Trust. ............................................................ 49

ARTICLE X

MISCELLANEOUS PROVISIONS...................................... 50

SECTION 10.1 Limitation of Rights of Securityholders. ................................ 50
SECTION 10.2 Liability of the Common Securityholder................................... 50
SECTION 10.3 Amendment. .............................................................. 50
SECTION 10.4 Consolidation, Merger, Conveyance, Transfer or Lease..................... 51
SECTION 10.5 Separability. ........................................................... 51
SECTION 10.6 Governing Law............................................................ 52
SECTION 10.7 Payments Due on Non-Business Day. ....................................... 52
SECTION 10.8 Successors. ............................................................. 52
SECTION 10.9 Headings. ............................................................... 52
SECTION 10.10 Reports, Notices and Demands. ........................................... 52
SECTION 10.11 Agreement Not to Petition. .............................................. 53
SECTION 10.12 Trust Indenture Act; Conflict with Trust Indenture Act. ................. 53
SECTION 10.13 Acceptance of Terms of Trust Agreement, Guarantee and Indenture. ........ 54
SECTION 10.14 Counterparts............................................................. 55
</TABLE>

iii

<PAGE> 6

THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON

CERTIFICATE NUMBER: NUMBER OF COMMON SECURITIES:
C-1

CERTIFICATE EVIDENCING COMMON SECURITIES

MBNA CAPITAL C

[__]% COMMON SECURITIES
(LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

MBNA Capital C, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that MBNA Corporation
(the "Holder") is the registered owner of [_____] common securities of the
Trust representing undivided beneficial ownership interests of the Trust and
designated the [__]% Common Securities (Liquidation Amount $25 per Common
Security) (the "Common Securities"). In accordance with Section 5.10 of the
Trust Agreement (as defined below) the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of
the Trust dated as of [________], 1997, as the same may be amended from time
to time (the "Trust Agreement") including the designation of the terms of the
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee Agreement entered into by MBNA
Corporation, a Maryland corporation ("MBNA") and The Bank of New York, a New
York banking corporation ("The Bank of New York"), as guarantee trustee, dated
as of [_______], 1997, and (ii) the Junior Subordinated Indenture entered into
by MBNA and The Bank of New York, as trustee, dated as of December 18, 1996.

<PAGE> 7

IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate.

MBNA CAPITAL C

By:
------------------------------
Name:
Administrative Trustee

This is one of the Common Securities referred to in the within
mentioned Trust Agreement.

<PAGE> 8

[This Preferred Security is a Global Certificate within the meaning
of the Trust Agreement hereinafter referred to and is registered in the name
of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depository or its nominee
only in the limited circumstances described in the Trust Agreement and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized
representative of the Depository (55 Water Street, New York) to MBNA Capital C
or its agent for registration of transfer, exchange or payment, and any
Preferred Security issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository
Trust Company (and any payment hereon is made to Cede & Co. or to such other
entity as is requested by an authorized representative of the Depository), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]

CERTIFICATE NUMBER: NUMBER OF PREFERRED SECURITIES:
P-1 [ ]

CUSIP NO. [ ]

CERTIFICATE EVIDENCING PREFERRED SECURITIES

MBNA CAPITAL C

[__]% TRUST ORIGINATED PREFERRED SECURITIES,
SERIES C
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

MBNA Capital C, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co.(the
"Holder") is the registered owner of [ ] (000,000) preferred securities of the
Trust representing an undivided beneficial ownership interest in the assets of
the Trust and designated the MBNA Capital C [__]% Trust Originated Preferred
Securities, Series C (Liquidation Amount $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.4 of the Trust Agreement (as defined below).
The designations, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities are set forth in, and this
certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to, the

<PAGE> 9

terms and provisions of, the Amended and Restated Trust Agreement of the Trust
dated as of [_________], 1997, as the same may be amended from time to time
(the "Trust Agreement") including the designation of the terms of Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by MBNA Corporation, a Maryland corporation
("MBNA"), and The Bank of New York, a New York banking corporation ("The Bank
of New York"), as guarantee trustee, dated as of [________], 1997 (the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon
written request to the Trust at its principal place of business or registered
office.

vii

<PAGE> 10

IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate.

MBNA CAPITAL C

By:
------------------------------
Name:
Administrative Trustee

This is one of the Securities referred to in the within mentioned
Trust Agreement.

Date of Authentication:

[_____________], 1997

THE BANK OF NEW YORK, as
Property Trustee

By:
---------------------------------
Name:
Title:

viii

<PAGE> 11

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Preferred
Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

<PAGE> 12

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [______] [__],
1997, among (i) MBNA Corporation, a Maryland corporation (including any
successors or assigns, the "Depositor"), (ii) The Bank of New York, a New York
banking corporation, as property trustee (in such capacity, the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a
banking corporation organized under the laws of the State of Delaware, as
Delaware trustee (the "Delaware Trustee"), (iv) M. Scot Kaufman, an
individual, and John W. Scheflen an individual, each of whose address is c/o
MBNA Corporation, Wilmington, Delaware 19884 (each an "Administrative Trustee"
and collectively the "Administrative Trustees") (the Property Trustee, the
Delaware Trustee and the Administrative Trustees referred to collectively as
the "Trustees") and (v) the several Holders, as hereinafter defined.

WITNESSETH

WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into that certain Trust Agreement, dated as of
November 4, 1996 (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on November 6, 1996, attached as Exhibit A (the "Certificate
of Trust"); and

WHEREAS, the parties thereto amended and restated the Original Trust
Agreement by entering into the Amended and Restated Trust Agreement of the
Trust, dated as of December 11, 1996 (the "Restated Agreement"); and

WHEREAS, the Depositor and the Trustees desire to amend and restate
the Restated Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance of the Preferred Securities by the Trust in
exchange for the Series A Preferred Stock validly tendered in the Offer and
(iii) the acquisition by the Trust from the Depositor of all of the right,
title and interest in the Debentures;

NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Restated Agreement in its entirety and agrees as follows:

ARTICLE I

DEFINED TERMS

SECTION 1.1 Definitions.

For all purposes of this Trust Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

<PAGE> 13

(a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

(b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

(c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may
be, of this Trust Agreement; and

(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

"Act" has the meaning specified in Section 6.8.

"Additional Amount" means, with respect to Trust Securities of a
given Liquidation Amount and/or a given period, the amount of Additional
Interest (as defined in the Indenture) paid by the Depositor on a Like Amount
of Debentures for such period.

"Administrative Trustee" means each of the individuals identified as
an "Administrative Trustee" in the preamble to this Trust Agreement solely in
such individual's capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in such individual's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

"Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

"Bank" has the meaning specified in the preamble to this Trust
Agreement.

"Bankruptcy Event" means, with respect to any Person:

(a) the entry of a decree or order by a court having jurisdiction in
the premises judging such Person as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of such Person or of any substantial part of its property or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or

<PAGE> 14

(b) the institution by such Person of proceedings to be adjudicated
as a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
similar official) of such Person or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due and its willingness to be adjudicated as bankrupt, or the taking of
corporate action by such Person in furtherance of any such action.

"Bankruptcy Laws" has the meaning specified in Section 10.11.

"Book-Entry Preferred Securities Certificates" means a beneficial
interest in the Preferred Securities Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 5.11.

"Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to remain closed, or (c) a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Debenture Trustee is closed for business.

"Capital Treatment Event" means the reasonable determination by the
Depositor that, as a result of any amendment to, or change (including any
proposed change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change
is effective, or which proposed change, pronouncement, action or decision is
announced, on or after the date of issuance of the Preferred Securities
hereunder, there is more than an insubstantial risk that the Depositor will
not be entitled to treat an amount equal to the Liquidation Amount of the
Preferred Securities as "Tier 1 Capital" (or the then equivalent thereof) for
purposes of the capital adequacy guidelines of the Federal Reserve, as then in
effect and applicable to the Depositor.

"Certificate Depository Agreement" means the agreement among the
Trust, the Depositor and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Trust Securities
Certificates, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

"Certificate of Trust" has the meaning specified in the recitals
hereof, as amended from time to time.

"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository Trust Company will be the initial Clearing Agency.

<PAGE> 15

"Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

"Closing Date" means the date of execution and delivery of this Trust
Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
as amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

"Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit
C.

"Common Security" means an undivided beneficial ownership interest in
the assets of the Trust, having a Liquidation Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

"Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located in New
York, New York, and (ii) when used with respect to the Debenture Trustee, the
principal office of the Debenture Trustee located in New York, New York.

"Dealer Manager Agreement" means the Dealer Manager Agreement between
the Depositor and Merilll Lynch & Co. dated [____________], 1997.

"Debenture Event of Default" means an "Event of Default" as defined
in the Indenture.

"Debenture Redemption Date" means, with respect to any Debentures to
be redeemed under the Indenture, the date fixed for redemption under the
Indenture.

"Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

"Debenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture, and any successor trustee
appointed as provided therein.

"Debentures" means the $[___________] aggregate principal amount of
the Depositor's [__]% Junior Subordinated Deferrable Interest Debentures,
Series C, issued pursuant to the Indenture.

<PAGE> 16

"Definitive Preferred Securities Certificates" means either or both
(as the context requires) of (a) Preferred Securities Certificates issued as
Book-Entry Preferred Securities Certificates as provided in Section 5.11(a)
and (b) Preferred Securities Certificates issued in certificated, fully
registered form as provided in Section 5.13.

"Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. 3801, et seq., as it may be amended from time to
time.

"Delaware Trustee" means the Person identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust formed and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed as herein provided.

"Depositor" has the meaning specified in the preamble to this Trust
Agreement.

"Distribution Date" has the meaning specified in Section 4.1(a).

"Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.1.

"Early Termination Event" has the meaning specified in Section 9.2.

"Event of Default" means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(a) the occurrence of a Debenture Event of Default; or

(b) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of 30 days; or

(c) default by the Property Trustee in the payment of any Redemption
Price of any Trust Security when it becomes due and payable; or

(d) default in the performance, or breach, in any material respect,
of any covenant or warranty of the Trustees in this Trust Agreement (other
than a covenant or warranty a default in the performance or breach of which is
dealt with in clause (b) or (c) above) and continuation of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the defaulting Trustee or Trustees by the Holders of at
least 25% in aggregate Liquidation Amount of the Outstanding Preferred
Securities, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a "Notice of Default"
hereunder; or

(e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property
Trustee within 90 days thereof.

<PAGE> 17

"Exchange Agent" means the Bank of New York, a New York banking
corporation.

"Expiration Date" has the meaning specified in Section 9.1.

"Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the
execution of this Trust Agreement the Federal Reserve is not existing and
performing the duties now assigned to it, then the body performing such duties
at such time.

"Guarantee" means the Guarantee Agreement executed and delivered by
the Depositor and The Bank of New York, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Trust Securities, as amended from time to time.

"Indenture" means the Junior Subordinated Indenture, dated as of
December 18, 1996, between the Depositor and the Debenture Trustee, as
trustee, as amended or supplemented from time to time.

"Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

"Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture the proceeds of which will be used to pay the Redemption
Price of such Trust Securities, and (b) with respect to a distribution of
Debentures to Holders of Trust Securities in connection with a dissolution or
liquidation of the Trust, Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such
Debentures are distributed.

"Liquidation Amount" means the stated amount of $25 per Trust Security.

"Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination
and liquidation of the Trust pursuant to Section 9.4(a).

"Liquidation Distribution" has the meaning specified in Section 9.4(d).

"1940 Act" means the Investment Company Act of 1940, as amended.

"Offer" means the offer by the Trust to exchange the Preferred
Securities for any and all shares of the Series A Preferred Stock.

"Officers' Certificate" means a certificate signed by the Chairman
and Chief Executive Officer, President or a Vice President, and by the
Treasurer, an Associate Treasurer, an Assistant Treasurer, the Controller, the
Secretary or an Assistant Secretary, of

<PAGE> 18

the Depositor, and delivered to the appropriate Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 8.16 shall be the
principal executive, financial or accounting officer of the Depositor. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

(a) a statement that each officer signing the Officers' Certificate
has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

(c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor, and who shall be
reasonably acceptable to the Property Trustee.

"Original Trust Agreement" has the meaning specified in the recitals
to this Trust Agreement.

"Outstanding" when used with respect to Trust Securities, means, as
of the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

(a) Trust Securities theretofore cancelled by the Securities
Registrar or delivered to the Securities Registrar for cancellation;

(b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or
any Paying Agent for the Holders of such Trust Securities; provided that, if
such Trust Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Trust Agreement; and

(c) Trust Securities which have been paid or in exchange for or in
lieu of which other Trust Securities have been executed and delivered pursuant
to this Trust Agreement, including pursuant to Sections 5.4, 5.5, 5.11 and
5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Preferred Securities owned by the Depositor, any Trustee or any
Affiliate of the Depositor or any Trustee shall be disregarded and deemed not
to be Outstanding, except that (a) in determining whether any

<PAGE> 19

Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee actually knows to be so owned shall be so disregarded and
(b) the foregoing shall not apply at any time when all of the outstanding
Preferred Securities are owned by the Depositor, one or more of the Trustees
and/or any such Affiliate. Preferred Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

"Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the beneficial owner, then
as reflected in the records of a Person maintaining an account with such
Clearing Agency (directly or indirectly, in accordance with the rules of such
Clearing Agency).

"Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

"Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its
corporate trust department for the benefit of the Securityholders in which all
amounts paid in respect of the Debentures will be held and from which the
Property Trustee, through the Paying Agent, shall make payments to the
Securityholders in accordance with Sections 4.1 and 4.2.

"Person" means any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

"Preferred Security" means an undivided beneficial ownership interest
in the assets of the Trust, having a Liquidation Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

"Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as
Exhibit D.

"Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Trust heretofore created and continued hereunder and
not in its individual capacity, or its successor in interest in such capacity,
or any successor property trustee appointed as herein provided.

"Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated
maturity of the Debentures shall be a Redemption Date for a Like Amount of
Trust Securities.

<PAGE> 20

"Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium,
if any, paid by the Depositor upon the concurrent redemption of a Like Amount
of Debentures, allocated on a pro rata basis (based on Liquidation Amounts)
among the Trust Securities.

"Relevant Trustee" shall have the meaning specified in Section 8.10.

"Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

"Securityholder" or "Holder" means a Person in whose name a Trust
Security or Trust Securities is registered in the Securities Register; any
such Person shall be a beneficial owner within the meaning of the Delaware
Business Trust Act; provided, however, that in determining whether the Holders
of the requisite amount of Preferred Securities have voted on any matter
provided for in this Trust Agreement, then for the purpose of any such
determination, so long as Definitive Preferred Securities Certificates have
not been issued, the term Securityholders or Holders as used herein shall
refer to the Owners.

"Series A Preffered Stock" means the Depositor's 7.50% Cumulative
Preferred Stock Series A, $0.01 par value.

"Tax Event" means the receipt by the Trust or the Depositor of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced proposed change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective, or
which proposed change, pronouncement or decision is announced, on or after the
date of issuance of the Preferred Securities under this Trust Agreement, there
is more than an insubstantial risk that (i) the Trust is, or will be within 90
days after the date of such Opinion of Counsel, subject to United States
federal income tax with respect to income received or accrued on the
Debentures, (ii) interest payable by the Depositor on the Debentures is not,
or within 90 days after the date of such Opinion of Counsel, will not be,
deductible by the Depositor, in whole or in part, for United States federal
income tax purposes or (iii) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

"Trust" means the Delaware business trust created and continued
hereby and identified on the cover page to this Trust Agreement.

"Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto and (ii) for
all purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act

<PAGE> 21

that are deemed to be a part of and govern this Trust Agreement and any such
modification, amendment or supplement, respectively.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

"Trust Property" means (a) the Debentures, (b) any cash on deposit
in, or owing to, the Payment Account and (c) all proceeds and rights in
respect of the foregoing.

"Trust Security" means any one of the Common Securities or the
Preferred Securities.

"Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

"Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

ARTICLE II

CONTINUATION OF THE TRUST

SECTION 2.1 Name.

The Trust continued hereby shall be known as "MBNA Capital C," as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.

SECTION 2.2 Office of the Delaware Trustee; Principal Place of
Business.

The address of the Delaware Trustee in the State of Delaware is c/o
The Bank of New York (Delaware), White Clay Center, Route 273, Newark,
Delaware 19711, Attention: Corporate Trust Department or such other address in
the State of Delaware as the Delaware Trustee may designate by written notice
to the Securityholders and the Depositor. The principal executive office of
the Trust is c/o MBNA Corporation, Wilmington, Delaware 19884.

SECTION 2.3 Initial Contribution of Trust Property; Organizational
Expenses.

The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall,

<PAGE> 22

upon request of any Trustee, promptly reimburse such Trustee for any such
expenses paid by such Trustee. The Depositor shall make no claim upon the
Trust Property for the payment of such expenses.

SECTION 2.4 Issuance of the Preferred Securities.

Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Exchange Agent, Preferred
Securities Certificates, registered in such names as the Depositor shall
instruct the Administrative Trustee, in an aggregate amount of [________]
Preferred Securities having an aggregate Liquidation Amount of $[________],
against receipt of an aggregate amount of [_______] of Series A Preferred
Stock, which Stock such Administrative Trustee shall promptly deliver to the
Property Trustee.

SECTION 2.5 Issuance of the Common Securities; Subscription and
Purchase of Debentures.

Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount
of [______] Common Securities having an aggregate Liquidation Amount of
$[______] against payment by the Depositor of an aggregate purchase price
therefor of $[______], which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Debentures, registered in the name of the Trust
and having an aggregate principal amount equal to $[___________], and, in
satisfaction of the purchase price for such Debentures, the Property Trustee,
on behalf of the Trust, shall deliver to the Depositor the sum of $[_____]
(being the sum of the amounts delivered to the Property Trustee pursuant to
(i) the second sentence of Section 2.4 and (ii) the first sentence of this
Section 2.5).

SECTION 2.6 Declaration of Trust.

The exclusive purposes and functions of the Trust are (a) to issue
and sell Trust Securities, (b) to use the proceeds from such sale to acquire
the Debentures and (c) to engage in those activities necessary or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust,
to have all the rights, powers and duties to the extent set forth herein, and
the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Trust and the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of
the duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees
of the Trust for the sole and limited purpose of fulfilling the requirements
of Section 3807 of the Delaware Business Trust Act.

<PAGE> 23

SECTION 2.7 Authorization to Enter into Certain Transactions.

(a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth
in paragraph (b) of this Section, Article VIII and in accordance with the
following provisions (i) and (ii), the Trustees shall have the authority to
enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees under this Trust Agreement, and to perform all acts in
furtherance thereof, including without limitation, the following:

(i) As among the Trustees, each Administrative Trustee
shall have the power and authority to act on behalf of the Trust with
respect to the following matters:

(A) the issuance and exchange or sale of the Trust
Securities;

(B) to cause the Trust to enter into, and to
execute, deliver and perform on behalf of the Trust, the
Certificate Depository Agreement, the Dealer Manager
Agreement, and such other agreements as may be necessary or
desirable in connection with the purposes and function of
the Trust;

(C) assisting in the registration of the Preferred
Securities under the Securities Act of 1933, as amended, and
under state securities or blue sky laws, and the
qualification of this Trust Agreement as a trust indenture
under the Trust Indenture Act;

(D) assisting in the listing, if any, of the
Preferred Securities upon such national securities exchange
or exchanges or automated quotation system or systems as
shall be determined by the Depositor and the registration of
the Preferred Securities under the Securities Exchange Act
of 1934, as amended, and the preparation and filing of all
periodic and other reports and other documents pursuant to
the foregoing;

(E) the sending of notices (other than notices of
default) and other information regarding the Trust
Securities and the Debentures to the Securityholders in
accordance with this Trust Agreement;

(F) the appointment of a Paying Agent and
Securities Registrar in accordance with this Trust
Agreement;

(G) registering transfer of the Trust Securities in
accordance with this Trust Agreement;

(H) to the extent provided in this Trust Agreement,
the winding up of the affairs of and liquidation of the
Trust and the execution and filing of the certificate of
cancellation with the Secretary of State of the State of
Delaware; and

<PAGE> 24

(I) the taking of any action incidental to the
foregoing as the Trustees may from time to time determine is
necessary or advisable to give effect to the terms of this
Trust Agreement for the benefit of the Securityholders
(without consideration of the effect of any such action on
any particular Securityholder).

(ii) As among the Trustees, the Property Trustee shall
have the power, duty and authority to act on behalf of the Trust with
respect to the following matters:

(A) the establishment of the Payment Account;

(B) the receipt of the Debentures;

(C) the collection of interest, principal and any
other payments made in respect of the Debentures in the
Payment Account;

(D) the distribution through the Paying Agent of
amounts owed to the Securityholders in respect of the Trust
Securities;

(E) the exercise of all of the rights, powers and
privileges of a holder of the Debentures;

(F) the sending of notices of default and other
information regarding the Trust Securities and the
Debentures to the Securityholders in accordance with this
Trust Agreement;

(G) the distribution of the Trust Property in
accordance with the terms of this Trust Agreement;

(I) after an Event of Default (other than under
paragraph (b), (c), (d) or (e) of the definition of such
term if such Event of Default is by or with respect to the
Property Trustee) the taking of any action incidental to the
foregoing as the Property Trustee may from time to time
determine is necessary or advisable to give effect to the
terms of this Trust Agreement and protect and conserve the
Trust Property for the benefit of the Securityholders
(without consideration of the effect of any such action on
any particular Securityholder); and

(J) except as otherwise provided in this Section
2.7(a)(ii), the Property Trustee shall have none of the
duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 2.7(a)(i).

(b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as

<PAGE> 25

expressly provided herein or contemplated hereby. In particular, the Trustees
shall not (i) acquire any investments or engage in any activities not
authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein, (iii) take any action that would cause the Trust to fail or cease to
qualify as a "grantor trust" for United States federal income tax purposes,
(iv) incur any indebtedness for borrowed money or issue any other debt, (v)
take or consent to any action that would result in the placement of a Lien on
any of the Trust Property, (vi) invest any proceeds received by the Trust from
holding the Debentures, but shall distribute all such proceeds to Holders of
Trust Securities pursuant to the terms of this Trust Agreement and of the
Securities; (vii) acquire any assets other than the Trust Property; (viii)
possess any power or otherwise act in such a way as to vary the Trust
Property; (ix) possess any power or otherwise act in such a way as to vary the
terms of the Securities in any way whatsoever (except to the extent expressly
authorized in this Trust Agreement or by the terms of the Trust Securities);
or (x) issue any securities or other evidences of beneficial ownership of, or
beneficial interest in, the Trust other than the Trust Securities. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the
interest of the Trust or the Securityholders in their capacity as
Securityholders.

(c) In connection with the issue and exchange of the Preferred
Securities, the Depositor shall have the right and responsibility to assist
the Trust with respect to, or effect on behalf of the Trust, the following
(and any actions taken by the Depositor in furtherance of the following prior
to the date of this Trust Agreement are hereby ratified and confirmed in all
respects):

(i) the preparation and filing by the Trust with the
Commission and the execution on behalf of the Trust of a registration
statement on the appropriate form in relation to the Preferred
Securities, including any amendments thereto;

(ii) the determination of the states in which to take
appropriate action to qualify or register for sale all or part of the
Preferred Securities and the determination of any and all such acts,
other than actions which must be taken by or on behalf of the Trust,
and the advice to the Trustees of actions they must take on behalf of
the Trust, and the preparation for execution and filing of any
documents to be executed and filed by the Trust or on behalf of the
Trust, as the Depositor deems necessary or advisable in order to
comply with the applicable laws of any such states;

(iii) the preparation for filing by the Trust and
execution on behalf of the Trust of an application to the New York
Stock Exchange or any other national stock exchange or the NASDAQ
National Market or any other automated quotation system for listing
upon notice of issuance of any Preferred Securities and filing with
such exchange or self regulatory organization such notifications and
documents as may be necessary from time to time to maintain such
listing;

<PAGE> 26

(iv) the negotiation of the terms of, and the
execution and delivery of, the Dealer Manager Agreement providing for
the exchange of the Preferred Securities for the Series A Preferred
Stock; and

(v) the taking of any other actions necessary or
desirable to carry out any of the foregoing activities.

(d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be
an "investment company" required to be registered under the 1940 Act, or fail
to be classified as a grantor trust for United States federal income tax
purposes and so that the Debentures will be treated as indebtedness of the
Depositor for United States federal income tax purposes. In this connection,
the Depositor and the Administrative Trustees are authorized to take any
action, not inconsistent with applicable law, the Certificate of Trust or this
Trust Agreement, that each of the Depositor and any Administrative Trustee
determines in its discretion to be necessary or desirable for such purposes,
as long as such action does not adversely affect in any material respect the
interests of the Holders of the Preferred Securities.

SECTION 2.8 Assets of Trust.

The assets of the Trust shall consist solely of the Trust Property.

SECTION 2.9 Title to Trust Property.

Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered
by the Property Trustee for the benefit of the Trust and the Securityholders
in accordance with this Trust Agreement.

ARTICLE III

PAYMENT ACCOUNT

SECTION 3.1 Payment Account.

(a) On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal
with respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the
Payment Account shall be held by the Property Trustee in the Payment Account
for the exclusive benefit of the Securityholders and for distribution as
herein provided, including (and subject to) any priority of payments provided
for herein.

<PAGE> 27

(b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or interest or premium on,
and any other payments or proceeds with respect to, the Debentures. Amounts
held in the Payment Account shall not be invested by the Property Trustee.

ARTICLE IV

DISTRIBUTIONS; REDEMPTION

SECTION 4.1 Distributions.

(a) The Trust Securities represent undivided beneficial ownership
interests in the Trust Property, and Distributions (including of Additional
Amounts) will be made on the Trust Securities at the rate and on the dates
that payments of interest (including of Additional Interest, as defined in the
Indenture) are made on the Debentures. Accordingly:

(i) Distributions on the Trust Securities shall be
cumulative, and will accumulate whether or not there are funds of the
Trust available for the payment of Distributions. Distributions shall
accrue from [________] [__], 1997, and, except in the event (and to
the extent) that the Depositor exercises its right to defer the
payment of interest on the Debentures pursuant to the Indenture,
shall be payable quarterly in arrears on [the fifteenth day of
January, April, July and October of each year, commencing on July 15,
1997]. If any date on which a Distribution is otherwise payable on
the Trust Securities is not a Business Day, then the payment of such
Distribution shall be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next
succeeding calendar year, payment of such Distribution shall be made
on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date (each date on which
Distributions are payable in accordance with this Section 4.1(a), a
"Distribution Date").

(ii) Assuming payments of interest on the Debentures
are made when due (and before giving effect to Additional Amounts, if
applicable), Distributions on the Trust Securities shall be payable
at a rate of [__]% per annum of the Liquidation Amount of the Trust
Securities. The amount of Distributions shall be computed on the
basis of the number of days elapsed in a 360-day year of twelve
30-day months. The amount of Distributions payable for any period
shall include the Additional Amounts, if any.

(iii) Distributions on the Trust Securities shall be
made by the Property Trustee from the Payment Account and shall be
payable on each Distribution Date only to the extent that the Trust
has funds then on hand and available in the Payment Account for the
payment of such Distributions.

<PAGE> 28

(b) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on
the Securities Register for the Trust Securities on the relevant record date,
which shall be the [first day of the month in which the relevant Distribution
Date occurs] (whether or not such record date is a Business Day).

SECTION 4.2 Redemption.

(a) On each Debenture Redemption Date and on the stated maturity of
the Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

(b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Security Register. All
notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) the CUSIP number;

(iv) if less than all the Outstanding Trust Securities
are to be redeemed, the identification and the total Liquidation
Amount of the particular Trust Securities to be redeemed;

(v) that on the Redemption Date the Redemption Price
will become due and payable upon each such Trust Security to be
redeemed and that Distributions thereon will cease to accrue on and
after said date; and

(vi) the place and address where the Holders shall
surrender their Preferred Securities Certificates.

(c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at stated maturity of Debentures. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be payable on
each Redemption Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.

(d) If the Property Trustee gives a notice of redemption in respect
of any Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
respect to Preferred Securities in book-entry-only form, irrevocably deposit
with the Clearing Agency for such Preferred Securities funds sufficient to pay
the applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Owners thereof.

<PAGE> 29

With respect to the Preferred Securities that are not in book-entry-only form,
the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with
the Paying Agent funds sufficient to pay the applicable Redemption Price and
will give the Paying Agent irrevocable instructions and authority to pay the
Redemption Price to the Holders thereof upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, Distributions payable
on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register for the Trust Securities on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit, all rights of Securityholders holding Trust Securities so called for
redemption will cease, except the right of such Securityholders to receive the
Redemption Price and any Distribution payable on or prior to the Redemption
Date, but without interest thereon, and such Trust Securities will cease to be
outstanding. In the event that any date on which any Redemption Price is
payable is not a Business Day, then payment of the Redemption Price payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day falls in the next calendar year, such payment will
be made on the immediately preceding Business Day, in each case, with the same
force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities
will continue to accrue, at the then applicable rate, from the Redemption Date
originally established by the Trust for such Trust Securities to the date such
Redemption Price is actually paid, in which case the actual payment date will
be the date fixed for redemption for purposes of calculating the Redemption
Price.

(e) Payment of the Redemption Price on the Trust Securities shall be
made to the recordholders thereof as they appear on the Securities Register
for the Trust Securities on the relevant record date, which shall be fifteen
days prior to the relevant Redemption Date.

(f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not
more than 60 days prior to the Redemption Date by the Property Trustee from
the Outstanding Preferred Securities not previously called for redemption, by
such method (including, without limitation, by lot) as the Property Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $25 or an integral multiple of $25 in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $25. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and,
in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities

<PAGE> 30

redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed.

SECTION 4.3 Subordination of Common Securities.

(a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the
Common Securities and the Preferred Securities based on the Liquidation Amount
of the Trust Securities; provided, however, that if on any Distribution Date
or Redemption Date any Event of Default resulting from a Debenture Event of
Default shall have occurred and be continuing, no payment of any Distribution
(including Additional Amounts, if applicable) on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption,
liquidation or other acquisition of Common Securities, shall be made unless
payment in full in cash of all accumulated and unpaid Distributions (including
Additional Amounts, if applicable) on all Outstanding Preferred Securities for
all Distribution periods terminating on or prior thereto, or in the case of
payment of the Redemption Price the full amount of such Redemption Price on
all Outstanding Preferred Securities then called for redemption, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, Preferred Securities then due and payable.

(b) In the case of the occurrence of any Event of Default resulting
from any Debenture Event of Default, the Holder of Common Securities will be
deemed to have waived any right to act with respect to any such Event of
Default under this Trust Agreement until the effect of all such Events of
Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated. Until any such Event of Default under this Trust
Agreement with respect to the Preferred Securities has been so cured, waived
or otherwise eliminated, the Property Trustee shall act solely on behalf of
the Holders of the Preferred Securities and not the Holder of the Common
Securities, and only the Holders of the Preferred Securities will have the
right to direct the Property Trustee to act on their behalf.

SECTION 4.4 Payment Procedures.

Payments of Distributions (including Additional Amounts, if
applicable) in respect of the Preferred Securities shall be made by check
mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register or, with respect to Preferred Securities
held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds, which shall credit the relevant
Persons' accounts at such Clearing Agency on the applicable Distribution
Dates. Payments in respect of the Common Securities shall be made in such
manner as shall be mutually agreed in writing between the Property Trustee and
the Common Securityholder.

SECTION 4.5 Tax Returns and Reports.

<PAGE> 31

The Administrative Trustees shall prepare (or cause to be prepared),
at the Depositor's expense, and file all United States federal, state and
local tax and information returns and reports required to be filed by or in
respect of the Trust. In this regard, the Administrative Trustees shall (a)
prepare and file (or cause to be prepared and filed) the appropriate Internal
Revenue Service Form required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare and furnish (or cause to be prepared
and furnished) to each Securityholder the appropriate Internal Revenue Service
form and the information required to be provided on such form. The
Administrative Trustees shall provide the Depositor and the Property Trustee
with a copy of all such returns and reports promptly after such filing or
furnishing. The Trustees shall comply with United States federal withholding
and backup withholding tax laws and information reporting requirements with
respect to any payments to Securityholders under the Trust Securities.

SECTION 4.6 Payment of Expenses of the Trust.

(a) Pursuant to Section 10.6 of the Indenture, the Depositor, as
borrower, has agreed to pay to the Trust, and reimburse the Trust for, the
full amount of any costs, expenses or liabilities of the Trust (other than
obligations of the Trust to pay the holders of any Trust Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Trust Securities or such other similar interests, as the case may
be), including without limitation, any taxes, duties or other governmental
charges of whatever nature (other than United States withholding taxes)
imposed on the Trust by the United States or any other taxing authority. Such
payment obligation includes any such costs, expenses or liabilities of the
Trust that are required by applicable law to be satisfied in connection with a
termination of such Trust.

(b) Upon receipt by the Trust of the amounts described in subsection
4.6(a), the Trust shall promptly pay any taxes, duties or other governmental
charges of whatever nature (other than United States withholding taxes)
imposed on the Trust by the United States or any other taxing authority.

SECTION 4.7 Payments under Indenture or Pursuant to Direct Actions.

Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or an
Owner with respect to the Holder's Preferred Securities) has directly received
pursuant to Section 5.8 of the Indenture or Section 5.14 of this Trust
Agreement.

ARTICLE V

TRUST SECURITIES CERTIFICATES

SECTION 5.1 Initial Ownership.

<PAGE> 32

Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

SECTION 5.2 The Trust Securities Certificates.

The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $25 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be (i) executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee and, if
executed on behalf of the Trust by facsimile, countersigned by a transfer
agent or its agent and (ii) authenticated by the Property Trustee by manual or
facsimile signature of an authorized signatory thereof and, if executed by
such authorized signatory of the Property Trustee by facsimile, countersigned
by a transfer agent or its agent. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust or the
Property Trustee or, if executed on behalf of the Trust or the Property
Trustee by facsimile, countersigned by a transfer agent or its agent, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be
so authorized prior to the delivery of such Trust Securities Certificates or
did not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4,
5.11 and 5.13.

SECTION 5.3 Execution and Delivery of Trust Securities Certificates.

On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to
or upon the written order of the Depositor, signed by its chairman of the
board, its president, any executive vice president or any vice president,
treasurer or assistant treasurer or controller without further corporate
action by the Depositor, in authorized denominations.

SECTION 5.4 Registration of Transfer and Exchange of Preferred
Securities Certificates.

The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which the
transfer agent and registrar designated by the Depositor (the "Securities
Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Preferred Securities Certificates and Common
Securities Certificates (subject to Section 5.10 in the case of the Common
Securities Certificates) and

<PAGE> 33

registration of transfers and exchanges of Preferred Securities Certificates
as herein provided. The Bank shall be the initial Securities Registrar.

Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.8, the Administrative Trustees or any one of them shall execute on behalf of
the Trust (and if executed on behalf of the Trust by a facsimile signature,
such certificate shall be countersigned by a transfer agent or its agent) and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such
Administrative Trustee or Trustees. The Securities Registrar shall not be
required to register the transfer of any Preferred Securities that have been
called for redemption during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption and ending at the
close of business on the day of such mailing.

At the option of a Holder, Preferred Securities Certificates may be
exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount
upon surrender of the Preferred Securities Certificates to be exchanged at the
office or agency maintained pursuant to Section 5.8.

Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by an Administrative Trustee or the Securities Registrar in
accordance with such Person's customary practice.

No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar
may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of
Preferred Securities Certificates.

SECTION 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the
Securities Registrar and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in
the absence of notice that such Trust Securities Certificate shall have been
acquired by a bona fide purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust shall execute by manual or facsimile signature
and, if executed on behalf of the Trust by facsimile signature, such
certificate shall be countersigned by a transfer agent, and make available for
delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Securities Certificate, a new Trust Securities Certificate of
like class, tenor and denomination. In connection with the issuance of

<PAGE> 34

any new Trust Securities Certificate under this Section, the Administrative
Trustees or the Securities Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial interest in the Trust Property, as if originally issued, whether or
not the lost, stolen or destroyed Trust Securities Certificate shall be found
at any time.

SECTION 5.6 Persons Deemed Securityholders.

The Trustees or the Securities Registrar shall treat the Person in
whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
neither the Trustees nor the Securities Registrar shall be bound by any notice
to the contrary.

SECTION 5.7 Access to List of Securityholders' Names and Addresses.

Each Holder and each Owner shall be deemed to have agreed not to hold
the Depositor, the Property Trustee or the Administrative Trustees accountable
by reason of the disclosure of its name and address, regardless of the source
from which such information was derived.

SECTION 5.8 Maintenance of Office or Agency.

The Administrative Trustees shall maintain an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be
served. The Administrative Trustees initially designate The Bank of New York,
101 Barclay Street, Floor 21 West, New York, New York 10286 Attn: Corporate
Trust Administration, as its principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor, the Property Trustee and to the Securityholders of any change in
the location of the Securities Register or any such office or agency.

SECTION 5.9 Appointment of Paying Agent.

The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying
Agent shall initially be the Bank, and any co-paying agent chosen by the Bank,
and acceptable to the Administrative Trustees and the Depositor. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative

<PAGE> 35

Trustees, the Property Trustee and the Depositor. In the event that the Bank
shall no longer be the Paying Agent or a successor Paying Agent shall resign
or its authority to act be revoked, the Administrative Trustees shall appoint
a successor that is acceptable to the Property Trustee and the Depositor to
act as Paying Agent (which shall be a bank or trust company). The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute
and deliver to the Trustees an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Trustees that as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if
any, held by it for payment to the Securityholders in trust for the benefit of
the Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon resignation or removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee.
The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank
also in its role as Paying Agent, for so long as the Bank shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder, and any Paying Agent shall be bound by the requirements with
respect to paying agents of securities issued pursuant to the Trust Indenture
Act. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

SECTION 5.10 Ownership of Common Securities by Depositor.

On the Closing Date, the Depositor shall acquire and retain
beneficial and record ownership of the Common Securities. To the fullest
extent permitted by law, other than a transfer in connection with a
consolidation or merger of the Depositor into another Person, or any
conveyance, transfer or lease by the Depositor of its properties and assets
substantially as an entirety to any Person, pursuant to Section 8.1 of the
Indenture, any attempted transfer of the Common Securities shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued
to the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE TO ANY PERSON".

SECTION 5.11 Book-Entry Preferred Securities Certificates; Common
Securities Certificate.

(a) The Preferred Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Preferred Securities Certificate
or Certificates representing Book-Entry Preferred Securities Certificates, to
be delivered to The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Trust and, in accordance with Section 5.13, in the form
of printed, lithographed or engraved Preferred Securities Certificates in
certificated, fully registered form. The Book-Entry Preferred Securities
Certificate or Certificates shall initially be registered on the Securities
Register in the name of Cede & Co., the nominee of the initial Clearing
Agency. With respect to any Book-Entry Preferred Securities Certificate:

(i) the provisions of this Section 5.11(a) shall be
in full force and effect;

<PAGE> 36

(ii) the Securities Registrar and the Trustees shall
be entitled to deal with the Clearing Agency for all purposes of this
Trust Agreement relating to the Book-Entry Preferred Securities
Certificates (including the payment of the Liquidation Amount of and
Distributions on the Preferred Securities evidenced by Book-Entry
Preferred Securities Certificates and the giving of instructions or
directions to Owners of Preferred Securities evidenced by Book-Entry
Preferred Securities Certificates) as the sole Holder of Preferred
Securities evidenced by Book-Entry Preferred Securities Certificates
and shall have no obligations to the Owners thereof;

(iii) to the extent that the provisions of this Section
5.11 conflict with any other provisions of this Trust Agreement, the
provisions of this Section 5.11 shall control; and

(iv) the rights of the Owners of the Book-Entry
Preferred Securities Certificates shall be exercised only through the
Clearing Agency and shall be limited to those established by law and
agreements between such Owners and the Clearing Agency and/or the
Clearing Agency Participants. Pursuant to the Certificate Depository
Agreement the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit
payments on the Book-Entry Preferred Securities to such Clearing
Agency Participants.

(b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

SECTION 5.12 Notices to Clearing Agency.

To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, with respect to any Owners holding
Book-Entry Preferred Securities Certificates, the Trustees shall give all such
notices and communications specified herein to be given to Owners to the
Clearing Agency, and shall have no obligations to the Owners.

SECTION 5.13 Definitive Preferred Securities Certificates.

(a) The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees that meets the
requirements of any stock exchange or automated quotation system on which the
Preferred Securities are then listed or approved for trading, as evidenced by
the execution thereof by the Administrative Trustees or any one of them. The
Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Securityholders.

(b) If (x) the Depositor or the Clearing Agency advises the Trustees
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Book-Entry Preferred
Securities Certificates, and the Depositor is unable to locate a qualified
successor, or if at anytime the Clearing Agency ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, at a time
when the

<PAGE> 37

Clearing Agency is required to be so registered to act as such depositary or
(y) the Depositor at its option advises the Trustees in writing that it elects
to terminate the book-entry system through the Clearing Agency, then the
Administrative Trustees shall notify other Trustees and the Clearing Agency,
and the Clearing Agency, in accordance with its customary rules and
procedures, shall notify all Clearing Agency Participants for whom it holds
Preferred Securities of the occurrence of any such event and of the
availability of the Definitive Preferred Securities Certificates to Owners of
such class or classes, as applicable, requesting the same. Upon surrender to
the Administrative Trustees of the typewritten Preferred Securities
Certificate or Certificates representing the Book-Entry Preferred Securities
Certificates by the Clearing Agency, accompanied by registration instructions,
the Administrative Trustees, or any one of them, shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency or, if executed on behalf of the Trust by facsimile,
countersigned by a transfer agent or its agent. Neither the Securities
Registrar nor the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions.

SECTION 5.14 Rights of Securityholders.

(a) The legal title to the Trust Property is vested exclusively in
the Property Trustee (in its capacity as such) in accordance with Section 2.9,
and the Securityholders shall not have any right or title therein other than
the undivided beneficial ownership interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for
any partition or division of property, profits or rights of the Trust except
as described below. The Trust Securities shall be personal property giving
only the rights specifically set forth therein and in this Trust Agreement.
The Trust Securities shall have no preemptive or similar rights and when
issued and delivered to Securityholders against payment of the purchase price
therefor will be fully paid and nonassessable by the Trust. The Holders of the
Trust Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

(b) For so long as any Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders
of not less than 25% in principal amount of the outstanding Debentures fail to
declare the principal of all of the Debentures to be immediately due and
payable, the Holders of at least 25% in Liquidation Amount of the Preferred
Securities then Outstanding shall have such right by a notice in writing to
the Depositor and the Debenture Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Debentures shall
become immediately due and payable as set forth in the Indenture, provided
that the payment of principal, premium and interest on such Debentures shall
remain subordinated to the extent provided in the Indenture.

At any time after such a declaration of acceleration with respect to
the Debentures has been made and before a judgment or decree for payment of
the money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of a majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the

<PAGE> 38

Depositor and the Debenture Trustee, may rescind and annul such declaration
and its consequences if:

(i) the Depositor has paid or deposited with the
Debenture Trustee a sum sufficient to pay

(A) all overdue installments of interest (including
any Additional Interest (as defined in the Indenture)) on
all of the Debentures,

(B) the principal of (and premium, if any, on) any
Debentures which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate
borne by the Debentures, and

(C) all sums paid or advanced by the Debenture
Trustee under the Indenture and the reasonable compensation,
expenses, disbursements and advances of the Debenture
Trustee and the Property Trustee, their agents and counsel;
and

(ii) all Events of Default with respect to the
Debentures, other than the non-payment of the principal of the
Debentures which has become due solely by such acceleration, have
been cured or waived as provided in Section 5.13 of the Indenture.

The holders of a majority in aggregate Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in
the payment of principal, premium or interest (unless all Events of Default
with respect to the Debentures, other than the non-payment of the principal of
the Debentures which has become due solely by such acceleration, have been
cured or annulled as provided in Section 5.3 of the Indenture and the Company
has paid or deposited with the Debenture Trustee a sum sufficient to pay all
overdue installments of interest (including any Additional Interest (as
defined in the Indenture)) on the Debentures, the principal of (and premium,
if any, on) any Debentures which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the
Debentures, and all sums paid or advanced by the Debenture Trustee under the
Indenture and the reasonable compensation, expenses, disbursements and
advances of the Debenture Trustee and the Property trustee, their agents and
counsel) or a default in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Debenture. No such rescission shall affect any subsequent
default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the
Preferred Securities, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders of Outstanding Preferred Securities
on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to join in such notice, whether or not such Holders remain
Holders after such record date; provided, that,

<PAGE> 39

unless such declaration of acceleration, or rescission and annulment, as the
case may be, shall have become effective by virtue of the requisite percentage
having joined in such notice prior to the day which is 90 days after such
record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action
by any Holder be canceled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration
of such 90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice which has been canceled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

(c) For so long as any Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Debenture Event of Default specified in
Section 5.1(1) or 5.1(2) of the Indenture, any Holder of Preferred Securities
shall have the right to institute a proceeding directly against the Depositor,
pursuant to Section 5.8 of the Indenture, for enforcement of payment to such
Holder of the principal amount of or premium or interest on Debentures having
a principal amount equal to the Liquidation Amount of the Preferred Securities
of such Holder (a "Direct Action"). Except as set forth in Section 5.14(b) and
this Section 5.14(c), the Holders of Preferred Securities shall have no right
to exercise directly any right or remedy available to the holders of, or in
respect of, the Debentures.

SECTION 5.15 CUSIP Numbers.

The Administrative Trustees in issuing the Preferred Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Property
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Preferred
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Preferred
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Administrative Trustees will promptly notify the
Property Trustee of any change in the CUSIP numbers.

ARTICLE VI

ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.1 Limitations on Voting Rights.

(a) Except as provided in this Section, in Sections 5.14, 8.10 and
10.3 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so
as to

<PAGE> 40

constitute the Securityholders from time to time as partners or members of an
association.

(b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waiveable under Section 5.13
of the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a majority in
Liquidation Amount of all Outstanding Preferred Securities, provided, however,
that where a consent under the Indenture would require the consent of each
holder of Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of Preferred Securities, except by a
subsequent vote of the Holders of Preferred Securities. The Property Trustee
shall notify all Holders of the Preferred Securities of any notice of default
received from the Debenture Trustee with respect to the Debentures. In
addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Administrative
Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that such action shall not cause the
Trust to fail to be classified as a grantor trust for United States federal
income tax purposes.

(c) If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of
the Preferred Securities, whether by way of amendment to this Trust Agreement
or otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Preferred Securities. Notwithstanding any other
provision of this Trust Agreement, no amendment to this Trust Agreement may be
made if, as a result of such amendment, it would cause the Trust to fail to be
classified as a grantor trust for United States federal income tax purposes.

SECTION 6.2 Notice of Meetings.

Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.10 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be
so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

SECTION 6.3 Meetings of Preferred Securityholders.

<PAGE> 41

No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Preferred
Securityholders to vote on any matter upon the written request of the
Preferred Securityholders of record of 25% of the Outstanding Preferred
Securities (based upon their Liquidation Amount) and the Administrative
Trustees or the Property Trustee may, at any time in their discretion, call a
meeting of Preferred Securityholders to vote on any matters as to which
Preferred Securityholders are entitled to vote.

Preferred Securityholders of record of 50% of the Outstanding
Preferred Securities (based upon their Liquidation Amount), present in person
or by proxy, shall constitute a quorum at any meeting of Preferred
Securityholders.

If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding
more than a majority of the Outstanding Preferred Securities (based upon their
Liquidation Amount) held by holders of record of Outstanding Preferred
Securities present, either in person or by proxy, at such meeting shall
constitute the action of the Preferred Securityholders, unless this Trust
Agreement requires a greater number of affirmative votes.

SECTION 6.4 Voting Rights.

Securityholders shall be entitled to one vote for each $25 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

SECTION 6.5 Proxies, etc.

At any meeting of Securityholders, any Securityholder entitled to
vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Administrative
Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at
which such vote shall be taken. Pursuant to a resolution of the Property
Trustee, proxies may be solicited in the name of the Property Trustee or one
or more officers of the Property Trustee. Only Securityholders of record shall
be entitled to vote. When Trust Securities are held jointly by several
Persons, any one of them may vote at any meeting in person or by proxy in
respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be
executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. No proxy shall be valid more than three years
after its date of execution.

<PAGE> 42

SECTION 6.6 Securityholder Action by Written Consent.

Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding more than a majority of all
Outstanding Trust Securities (based upon their Liquidation Amount) entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to
the action in writing.

SECTION 6.7 Record Date for Voting and Other Purposes.

For the purposes of determining the Securityholders who are entitled
to notice of and to vote at any meeting or by written consent, or to
participate in any Distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees may from time to time
fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of a Distribution or other action, as the case
may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

SECTION 6.8 Acts of Securityholders.

Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Securityholders or Owners may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders or Owners in person or by an agent duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to an
Administrative Trustee. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as
the "Act" of the Securityholders or Owners signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.1) conclusive in favor of the Trustees, if
made in the manner provided in this Section.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which any Trustee receiving the same
deems sufficient.

The ownership of Preferred Securities shall be proved by the
Securities Register.

<PAGE> 43

Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Securityholder of any Trust Security shall bind
every future Securityholder of the same Trust Security and the Securityholder
of every Trust Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustees or the Trust in reliance thereon, whether
or not notation of such action is made upon such Trust Security.

Without limiting the foregoing, a Securityholder entitled hereunder
to take any action hereunder with regard to any particular Trust Security may
do so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such
Liquidation Amount.

If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder
or Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

SECTION 6.9 Inspection of Records.

Upon reasonable notice to the Administrative Trustees and the
Property Trustee, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably
related to such Securityholder's interest as a Securityholder.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.1 Representations and Warranties of the Property Trustee
and the Delaware Trustee.

The Property Trustee and the Delaware Trustee, each severally on
behalf of and as to itself, hereby represents and warrants for the benefit of
the Depositor and the Securityholders that:

(a) the Property Trustee is a New York banking corporation duly
organized, validly existing and in good standing under the laws of the State
of New York;

(b) the Property Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

(c) the Delaware Trustee is a Delaware banking corporation duly
organized, validly existing and in good standing in the State of Delaware;

<PAGE> 44

(d) the Delaware Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust
Agreement and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement;

(e) this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

(f) the execution, delivery and performance of this Trust Agreement
has been duly authorized by all necessary corporate or other action on the
part of the Property Trustee and the Delaware Trustee and does not require any
approval of stockholders of the Property Trustee and the Delaware Trustee and
such execution, delivery and performance will not (i) violate the charter or
by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of, any Lien on any
properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or
instrument to which the Property Trustee or the Delaware Trustee is a party or
by which it is bound, or (iii) violate any law, governmental rule or
regulation of the State of New York or the State of Delaware, as the case may
be, governing the banking, trust or general powers of the Property Trustee or
the Delaware Trustee (as appropriate in context) or any order, judgment or
decree applicable to the Property Trustee or the Delaware Trustee;

(g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation
of any of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of
any other action with respect to any governmental authority or agency under
any existing New York or Delaware law governing the banking, trust or general
powers of the Property Trustee or the Delaware Trustee, as the case may be;
and

(h) there are no proceedings pending or, to the best of each of the
Property Trustee's and the Delaware Trustee's knowledge, threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

SECTION 7.2 Representations and Warranties of Depositor.

The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

<PAGE> 45

(a) the Trust Securities Certificates issued at the Closing Date on
behalf of the Trust have been duly authorized and will have been, duly and
validly executed, issued and delivered by the Trustees pursuant to the terms
and provisions of, and in accordance with the requirements of, this Trust
Agreement and the Securityholders will be, as of such date, entitled to the
benefits of this Trust Agreement; and

(b) there are no taxes, fees or other governmental charges payable by
the Trust (or the Trustees on behalf of the Trust) under the laws of the State
of Delaware or any political subdivision thereof in connection with the
execution, delivery and performance by the Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement.

ARTICLE VIII

THE TRUSTEES

SECTION 8.1 Certain Duties and Responsibilities.

(a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds
or otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of
this Section. Nothing in this Trust Agreement shall be construed to release an
Administrative Trustee from liability for its own gross negligent action, its
own gross negligent failure to act, or its own willful misconduct. To the
extent that, at law or in equity, an Administrative Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or
to the Securityholders, such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The Administrative Trustees shall not be
liable for the default or misconduct of the Property Trustee or the Delaware
Trustee. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Administrative Trustees otherwise
existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the
Administrative Trustees. No provision of this Trust Agreement shall be deemed
to impose any duty or obligation on any Administrative Trustee to perform any
act or acts or exercise any right, power, duty or obligation conferred or
imposed on it, in any jurisdiction in which it shall be illegal, or in which
such Administrative Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts, or to exercise any such
right, power, duty or obligation. No permissive power or authority available
to any Administrative Trustee shall be construed to be a duty.

<PAGE> 46

(b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms
hereof. Each Securityholder, by its acceptance of a Trust Security, agrees
that it will look solely to the revenue and proceeds from the Trust Property
to the extent legally available for distribution to it as herein provided and
that the Trustees are not personally liable to it for any amount distributable
in respect of any Trust Security or for any other liability in respect of any
Trust Security. This Section 8.1(b) does not limit the liability of the
Trustees expressly set forth elsewhere in this Trust Agreement or, in the case
of the Property Trustee, in the Trust Indenture Act.

(c) No provision of this Trust Agreement shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

(i) the Property Trustee shall not be liable for any
error of judgment made in good faith by an authorized officer of the
Property Trustee, unless it shall be proved that the Property Trustee
was negligent in ascertaining the pertinent facts;

(ii) the Property Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of not less
than a majority in Liquidation Amount of the Trust Securities
relating to the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee, or exercising any
trust or power conferred upon the Property Trustee under this Trust
Agreement;

(iii) the Property Trustee's sole duty with respect to
the custody, safe keeping and physical preservation of the Debentures
and the Payment Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property
for its own account, subject to the protections and limitations on
liability afforded to the Property Trustee under this Trust Agreement
and the Trust Indenture Act;

(iv) the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree
in writing with the Depositor; and money held by the Property Trustee
need not be segregated from other funds held by it except in relation
to the Payment Account maintained by the Property Trustee pursuant to
Section 3.1 and except to the extent otherwise required by law; and

(v) the Property Trustee shall not be responsible for
monitoring the compliance by the Administrative Trustees or the
Depositor with their respective duties under this Trust Agreement,
nor shall the Property Trustee be liable for the default or
misconduct of the Administrative Trustees or the Depositor.

<PAGE> 47

SECTION 8.2 Certain Notices.

Within five Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.10, notice of
such Event of Default to the Securityholders, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived.

Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Administrative Trustee shall
transmit, in the manner and to the extent provided in Section 10.10, notice of
such exercise to the Securityholders and the Property Trustee, unless such
exercise shall have been revoked.

SECTION 8.3 Certain Rights of Property Trustee.

Subject to the provisions of Section 8.1:

(a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

(b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action
or (ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any
matter as to which the Preferred Securityholders are entitled to vote under
the terms of this Trust Agreement, the Property Trustee shall deliver a notice
to the Depositor requesting written instructions of the Depositor as to the
course of action to be taken and the Property Trustee shall take such action,
or refrain from taking such action, as the Property Trustee shall be
instructed in writing to take, or to refrain from taking, by the Depositor;
provided, however, that if the Property Trustee does not receive such
instructions of the Depositor within ten Business Days after it has delivered
such notice, or such reasonably shorter period of time set forth in such
notice (which to the extent practicable shall not be less than two Business
Days), it may, but shall be under no duty to, take or refrain from taking such
action not inconsistent with this Trust Agreement as it shall deem advisable
and in the best interests of the Securityholders, in which event the Property
Trustee shall have no liability except for its own bad faith, negligence or
willful misconduct;

(c) any direction or act of the Depositor or the Administrative
Trustees contemplated by this Trust Agreement shall be sufficiently evidenced
by an Officers' Certificate;

<PAGE> 48

(d) whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence
of bad faith on its part, request and rely upon an Officers' Certificate
which, upon receipt of such request, shall be promptly delivered by the
Depositor or the Administrative Trustees;

(e) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

(f) the Property Trustee may consult with counsel of its selection
(which counsel may be counsel to the Depositor or any of its Affiliates, and
may include any of its employees) and the advice of such counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon and
in accordance with such advice, such counsel may be counsel to the Depositor
or any of its Affiliates, and may include any of its employees; the Property
Trustee shall have the right at any time to seek instructions concerning the
administration of this Trust Agreement from any court of competent
jurisdiction;

(g) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;

(h) the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit;

(i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided that the Property Trustee shall be responsible
for its own negligence or recklessness with respect to selection of any agent
or attorney appointed by it hereunder;

(j) whenever in the administration of this Trust Agreement the
Property Trustee shall deem it desirable to receive written instructions with
respect to enforcing any remedy or right or taking any other action hereunder
the Property Trustee (i) may request written instructions from the Holders of
the Trust Securities which written instructions may only be given by the
Holders of the same proportion in Liquidation Amount of the Trust Securities
as would be entitled to direct the Property Trustee under the terms of the
Trust Securities in respect of such remedy, right or action, (ii) may refrain
from enforcing such remedy or right or taking

<PAGE> 49

such other action until such written instructions are received, and (iii)
shall be protected in acting in accordance with such written instructions; and

(k) except as otherwise expressly provided by this Trust Agreement,
the Property Trustee shall not be under any obligation to take any action that
is discretionary under the provisions of this Trust Agreement.

No provision of this Trust Agreement shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

SECTION 8.4 Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Trust, and the Trustees
do not assume any responsibility for their correctness. The Trustees shall not
be accountable for the use or application by the Depositor of the proceeds of
the Debentures.

SECTION 8.5 May Hold Securities.

Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such
other agent.

SECTION 8.6 Compensation; Indemnity; Fees.

Pursuant to Section 10.6 of the Indenture, the Depositor, as
borrower, agrees:

(a) to pay to the Trustees from time to time such compensation as
shall be agreed in writing with the Depositor for all services rendered by
them hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this
Trust Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

<PAGE> 50

(c) to the fullest extent permitted by applicable law, to indemnify
and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii)
any officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any and all
loss, damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in
a manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of
any loss, damage or claim incurred by such Indemnified Person by reason of
negligence, bad faith, or willful or intentional misconduct with respect to
such acts or omissions. When the Property Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 5.1(4) or
Section 5.1(5) of the Indenture, the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or other similar law.

The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement.

No Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

The Depositor and any Trustee (in the case of the Property Trustee,
subject to Section 8.8 hereof) may engage in or possess an interest in other
business ventures of any nature or description, independently or with others,
similar or dissimilar to the business of the Trust, and the Trust and the
Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and
the Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent
for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

SECTION 8.7 Corporate Property Trustee Required; Eligibility of
Trustees.

(a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the

<PAGE> 51

requirements of its supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

(b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

(c) There shall at all times be a Delaware Trustee with respect to
the Trust Securities. The Delaware Trustee shall either be (i) a natural
person who is at least 21 years of age and a resident of the State of Delaware
or (ii) a legal entity with its principal place of business in the State of
Delaware and that otherwise meets the requirements of applicable Delaware law
that shall act through one or more persons authorized to bind such entity.

SECTION 8.8 Conflicting Interests.

If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and
this Trust Agreement.

SECTION 8.9 Co-Trustees and Separate Trustee.

Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power
to appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any part of such Trust Property, or to the extent required by law to act as
separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If
the Depositor does not join in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Debenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-trustee or separate trustee appointed pursuant
to this Section shall either be (i) a natural person who is at least 21 years
of age and a resident of the United States or (ii) a legal entity with its
principal place of business in the United States that shall act through one or
more persons authorized to bind such entity.

<PAGE> 52

Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and
delivered by the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms,
namely:

(a) The Trust Securities shall be executed and delivered and all
rights, powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

(b) The rights, powers, duties, and obligations hereby conferred or
imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by
the Property Trustee or by the Property Trustee and such co-trustee or
separate trustee jointly, as shall be provided in the instrument appointing
such co-trustee or separate trustee, except to the extent that under any law
of any jurisdiction in which any particular act is to be performed, the
Property Trustee shall be incompetent or unqualified to perform such act, in
which event such rights, powers, duties and obligations shall be exercised and
performed by such co-trustee or separate trustee.

(c) The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under
this Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation
of, or remove, any such co-trustee or separate trustee without the concurrence
of the Depositor. Upon the written request of the Property Trustee, the
Depositor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to
effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner
provided in this Section.

(d) No co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Property Trustee or any other
trustee hereunder.

(e) The Property Trustee shall not be liable by reason of any act of
a co-trustee or separate trustee.

(f) Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.

<PAGE> 53

SECTION 8.10 Resignation and Removal; Appointment of Successor.

No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time. The Property Trustee and the Delaware Trustee shall
give written notice thereof to the Securityholders and the Administrative
Trustee shall give notice thereof to the Depositor. If the instrument of
acceptance by the successor Trustee required by Section 8.11 shall not have
been delivered to the Relevant Trustee within 30 days after the giving of such
notice of resignation, the Relevant Trustee may petition, at the expense of
the Trust, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time. If the instrument of
acceptance by the successor Trustee required by Section 8.11 shall not have
been delivered to the Relevant Trustee within 30 days after such removal, the
Relevant Trustee may petition, at the expense of the Trust, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee
or Trustees, and the retiring Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when a
Debenture Event of Default shall have occurred and be continuing, the
Preferred Securityholders, by Act of the Securityholders of a majority in
Liquidation Amount of the Preferred Securities then Outstanding delivered to
the retiring Relevant Trustee, shall promptly appoint a successor Relevant
Trustee or Trustees, and such successor Trustee shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at
a time when a Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder by Act of the Common Securityholder
delivered to the Administrative Trustee shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable
requirements of Section 8.11. If no successor Relevant Trustee shall have been
so appointed by the Common Securityholder or the Preferred Securityholders and
accepted appointment in the manner required by Section 8.11, any
Securityholder who has

<PAGE> 54

been a Securityholder of Trust Securities for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

The Property Trustee shall give notice of each resignation and each
removal of a Trustee (other than an Administrative Trustee) and each
appointment of a successor Trustee (other than an Administrative Trustee) to
all Securityholders in the manner provided in Section 10.10 and shall give
notice to the Depositor. Each notice shall include the name of the successor
Relevant Trustee and the address of its Corporate Trust Office if it is the
Property Trustee.

Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who
is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence
or incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies
the eligibility requirement for Administrative Trustees or Delaware Trustee,
as the case may be, set forth in Section 8.7).

SECTION 8.11 Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each successor Relevant Trustee with respect
to the Trust Securities shall execute and deliver an amendment hereto wherein
each successor Relevant Trustee shall accept such appointment and which (a)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Relevant Trustee all the
rights, powers, trusts and duties of the retiring Relevant Trustee with
respect to the Trust Securities and the Trust and (b) shall add to or change
any of the provisions of this Trust Agreement as shall be necessary to provide
for or facilitate the administration of the Trust by more than one Relevant
Trustee, it being understood that nothing herein or in such amendment shall
constitute such Relevant Trustees co-trustees and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee; but, on written request of the Trust or any successor
Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer
and deliver to such successor Relevant Trustee all Trust Property, all
proceeds thereof and money held by such retiring Relevant Trustee hereunder
with respect to the Trust Securities and the Trust.

Upon written request of any such successor Relevant Trustee, the
Trust shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Relevant Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as
the case may be.

<PAGE> 55

No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article.

SECTION 8.12 Merger, Conversion, Consolidation or Succession to
Business.

Any Person into which the Property Trustee or the Delaware Trustee
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor
of such Relevant Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

SECTION 8.13 Preferential Collection of Claims Against Depositor or
Trust.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon
the Trust Securities or the property of the Trust or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any
Distributions on the Trust Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Property Trustee shall have made any demand on the Trust for the payment of
any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Trust Securities and to file
such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

(b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event
the Property Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Property Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property
Trustee.

Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

<PAGE> 56

SECTION 8.14 Reports by Property Trustee.

(a) The Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Property Trustee shall, within sixty days after
each May 15 following the date of this Trust Agreement deliver to
Securityholders a brief report, dated as of such May 15, which complies with
the provisions of such Section 313(a).

(b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each national
stock exchange, the Nasdaq National Market or such other interdealer quotation
system or self-regulatory organization upon which the Trust Securities are
listed or traded, if any, with the Commission and with the Depositor. The
Depositor will promptly notify the Property Trustee of any such listing or
trading.

SECTION 8.15 Reports to the Property Trustee.

The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information
as required by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the
Trust Indenture Act. Delivery of such reports, information and documents to
the Property Trustee is for informational purposes only and the Property
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Trust's compliance with any of its covenants hereunder
(as to which the Property Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION 8.16 Evidence of Compliance with Conditions Precedent.

Each of the Depositor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Trust Agreement
that relate to any of the matters set forth in Section 314 (c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the
form of an Officers' Certificate.

SECTION 8.17 Number of Trustees.

(a) The number of Trustees shall be four, provided that the Holder of
all of the Common Securities by written instrument may increase or decrease
the number of Administrative Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

<PAGE> 57

(b) If a Trustee ceases to hold office for any reason and the number
of Administrative Trustees is not reduced pursuant to Section 8.17(a), or if
the number of Trustees is increased pursuant to Section 8.17(a), a vacancy
shall occur. The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not
operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 8.10,
the Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

SECTION 8.18 Delegation of Power.

(a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21
his or her power for the purpose of executing any documents contemplated in
Section 2.7(a), including any registration statement or amendment thereto
filed with the Commission, or making any other governmental filing; and

(b) The Administrative Trustees shall have power to delegate from
time to time to such of their number or to the Depositor the doing of such
things and the execution of such instruments either in the name of the Trust
or the names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited
by applicable law or contrary to the provisions of this Trust Agreement, as
set forth herein.

ARTICLE IX

TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1 Termination Upon Expiration Date.

Unless earlier terminated, the Trust shall automatically terminate on
December 31, 2051 (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

SECTION 9.2 Early Termination.

The first to occur of any of the following events is an "Early
Termination Event":

(a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor or the Holder of the Common
Securities;

<PAGE> 58

(b) the written direction to the Property Trustee from the Depositor
at any time to terminate the Trust and, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, distribute Debentures to
Securityholders in exchange for the Preferred Securities (which direction is
optional and wholly within the discretion of the Depositor);

(d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

SECTION 9.3 Termination.

The respective obligations and responsibilities of the Trustees and
the Trust created and continued hereby shall terminate upon the latest to
occur of the following: (a) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 9.4, or
upon the redemption of all of the Trust Securities pursuant to Section 4.2, of
all amounts required to be distributed hereunder upon the final payment of the
Trust Securities; (b) the payment of any expenses owed by the Trust; and (c)
the discharge of all administrative duties of the Administrative Trustees,
including the performance of any tax reporting obligations with respect to the
Trust or the Securityholders.

SECTION 9.4 Liquidation.

(a) If an Early Termination Event specified in clause (a), (b) or (d)
of Section 9.2 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction or the making of reasonable
provisions for the payment of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of
Debentures, subject to Section 9.4(d). Notice of liquidation shall be given by
the Property Trustee by first-class mail, postage prepaid mailed not later
than 30 nor more than 60 days prior to the Liquidation Date to each Holder of
Trust Securities at such Holder's address appearing in the Securities
Register. All notices of liquidation shall:

(i) state the CUSIP Number of the Trust Securities;

(ii) state the Liquidation Date;

(iii) state that from and after the Liquidation Date,
the Trust Securities will no longer be deemed to be Outstanding and
any Trust Securities Certificates not surrendered for exchange will
be deemed to represent a Like Amount of Debentures; and

(iv) provide such information with respect to the
mechanics by which Holders may exchange Trust Securities Certificates
for Debentures, or if Section 9.4(d)

<PAGE> 59

applies receive a Liquidation Distribution, as the Administrative
Trustees or the Property Trustee shall deem appropriate.

(b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment
of a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

(c) Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will
be issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall use its best efforts to have the Debentures listed on the
New York Stock Exchange or on such other exchange, interdealer quotation
system or self-regulatory organization as the Preferred Securities are then
listed or traded, (iv) any Trust Securities Certificates not so surrendered
for exchange will be deemed to represent a Like Amount of Debentures, accruing
interest at the rate provided for in the Debentures from the last Distribution
Date on which a Distribution was made on such Trust Securities Certificates
until such certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal will be made to Holders of
Trust Securities Certificates with respect to such Debentures) and (v) all
rights of Securityholders holding Trust Securities will cease, except the
right of such Securityholders to receive Debentures upon surrender of Trust
Securities Certificates.

(d) In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee. In such event, on
the date of the dissolution, winding-up or other termination of the Trust,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If, upon any such dissolution, winding up or
termination, the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro
rata basis (based upon Liquidation Amounts). The Holder of the Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

<PAGE> 60

SECTION 9.5 Mergers, Consolidations, Amalgamations or Replacements of
the Trust.

The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except
pursuant to this Article IX. At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Holders of the
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or into, consolidate, amalgamate, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any State; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as
the Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the holders of
the Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of
Counsel to the effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the holders of the Preferred Securities
(including any Successor Securities) in any material respect, and (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be
required to register as an investment company under the 1940 Act and (viii)
the Depositor owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding
the foregoing, the Trust shall not, except with the consent of Holders of 100%
in Liquidation Amount of the Preferred Securities, consolidate, amalgamate,
merge with or into, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to any other Person or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor entity to
be classified as other than a grantor trust for United States federal income
tax purposes.

<PAGE> 61

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1 Limitation of Rights of Securityholders.

The death, incapacity, liquidation, dissolution, termination or
bankruptcy of any Person having an interest, beneficial or otherwise, in Trust
Securities shall not operate to terminate this Trust Agreement, nor entitle
the legal representatives or heirs of such Person or any Securityholder for
such Person, to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

SECTION 10.2 Liability of the Common Securityholder.

The Holder of the Common Securities shall be liable for all of the
debts and obligations of the Trust (other than with respect to the Trust
Securities) to the extent not satisfied out of the Trust's assets.

SECTION 10.3 Amendment.

(a) This Trust Agreement may be amended from time to time by the
Property Trustee, the Delaware Trustee, the Administrative Trustees and the
Depositor, without the consent of any Securityholders, (i) to cure any
ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement, which
shall not be inconsistent with the other provisions of this Trust Agreement,
or (ii) to modify, eliminate or add to any provisions of this Trust Agreement
to such extent as shall be necessary to ensure that the Trust will be
classified for United States federal income tax purposes as a grantor trust at
all times that any Trust Securities are outstanding or to ensure that the
Trust will not be required to register as an investment company under the 1940
Act; provided, however, that in the case of clause (i) or clause (ii), such
action shall not adversely affect in any material respect the interests of any
Securityholder, and any amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

(b) Except as provided in Section 10.3(c) hereof, any provision of
this Trust Agreement may be amended by the Trustees and the Depositor with (i)
the consent of Trust Securityholders representing not less than a majority
(based upon Liquidation Amounts) of the Trust Securities then Outstanding and
(ii) receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
United States federal income tax purposes or the Trust's exemption from status
of an investment company under the 1940 Act.

<PAGE> 62

(c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
Trust Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date or (ii) restrict the right of a Securityholder to
institute suit for the enforcement of any such payment on or after such date;
notwithstanding any other provision herein, without the unanimous consent of
the Securityholders (such consent being obtained in accordance with Section
6.3 or 6.6 hereof), this paragraph (c) of this Section 10.3 may not be
amended.

(d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States federal income tax purposes.

(e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, this Trust Agreement may not be amended
in a manner which imposes any additional obligation on the Depositor.

(f) In the event that any amendment to this Trust Agreement is made,
the Administrative Trustees shall promptly provide to the Depositor a copy of
such amendment.

(g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement.

SECTION 10.4 Consolidation, Merger, Conveyance, Transfer or Lease.

The Depositor shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Depositor or convey, transfer or lease its properties and assets
substantially as an entirety to the Depositor, unless it has complied with the
terms of Section 8.1 of the Indenture.

SECTION 10.5 Separability.

In case any provision in this Trust Agreement or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

<PAGE> 63

SECTION 10.6 Governing Law.

THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES).

SECTION 10.7 Payments Due on Non-Business Day.

If the date fixed for any payment on any Trust Security shall be a
day that is not a Business Day, then such payment need not be made on such
date but may be made on the next succeeding day that is a Business Day (except
as otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and
effect as though made on the date fixed for such payment, and no interest
shall accrue thereon for the period after such date.

SECTION 10.8 Successors.

This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

SECTION 10.9 Headings.

The Article and Section headings are for convenience only and shall
not affect the construction of this Trust Agreement.

SECTION 10.10 Reports, Notices and Demands.

Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon any Securityholder or the Depositor may be given or served
in writing by deposit thereof, first-class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(a) in the case of a Preferred Securityholder, to such Preferred
Securityholder as such Securityholder's name and address may appear on the
Securities Register; and (b) in the case of the Common Securityholder or the
Depositor, to MBNA Corporation, Wilmington, Delaware 19884, Attention: Vernon
H.C. Wright, facsimile no.: (302) 456-8348. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

<PAGE> 64

Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (a) with respect to the Property Trustee
to The Bank of New York, 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to The Bank of New York (Delaware), White Clay Center, Route 273,
Newark, Delaware, with a copy to the Property Trustee at the address set forth
in Clause (a); and (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked "Attention
Administrative Trustees of MBNA Capital C." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing
by the Trust or the Property Trustee.

SECTION 10.11 Agreement Not to Petition.

Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.11,
the Property Trustee agrees, for the benefit of Securityholders, that at the
expense of the Depositor, it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor
against the Trust or the commencement of such action and raise the defense
that the Depositor has agreed in writing not to take such action and should be
stopped and precluded therefrom and such other defenses, if any, as counsel
for the Trustee or the Trust may assert. The provisions of this Section 10.11
shall survive the termination of this Trust Agreement.

SECTION 10.12 Trust Indenture Act; Conflict with Trust Indenture Act.

(a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required or deemed to be part of this Trust Agreement
and shall, to the extent applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.

(c) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Trust Agreement by any of the provisions of the Trust Indenture Act, such
required or deemed provision shall control. If any provision of this Trust
Agreement modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply
to this Trust Agreement as so modified or excluded, as the case may be.

<PAGE> 65

(d) The application of the Trust Indenture Act to this Trust
Agreement shall not affect the nature of the Trust Securities as equity
securities representing undivided beneficial interests in the assets of the
Trust.

SECTION 10.13 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT
ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT
OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND
PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE
AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

<PAGE> 66

SECTION 10.14 Counterparts.

This Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement may be executed by the affixing of the
signature of each of the Trustees of one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

MBNA CORPORATION

By:
---------------------------------------
Name:
Title:

THE BANK OF NEW YORK,
as Property Trustee

By:
---------------------------------------
Name:
Title:

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By:
---------------------------------------
Name:
Title:

------------------------------------------
M. SCOT KAUFMAN
as Administrative Trustee

------------------------------------------
JOHN W. SCHEFLEN
as Administrative Trustee

<PAGE> 67

EXHIBIT A

<PAGE> 68

EXHIBIT B

<PAGE> 69

EXHIBIT C

<PAGE> 70

EXHIBIT D

<PAGE> 1
EXHIBIT 4(h)(3)

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

GUARANTEE AGREEMENT

BETWEEN

MBNA CORPORATION
(AS GUARANTOR)

AND

THE BANK OF NEW YORK
(AS TRUSTEE)

DATED AS OF

[_______] [__], 1997

- --------------------------------------------------------------------------------
<PAGE> 2
CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Section of
Trust Indenture Act Section of
of 1939, as amended Guarantee Agreement
- ------------------- -------------------

<S> <C>
310(a)...................................................4.1(a)
310(b)...................................................4.1(c), 2.8
310(c)...................................................Inapplicable
311(a)...................................................2.2(b)
311(b)...................................................2.2(b)
311(c)...................................................Inapplicable
312(a)...................................................2.2(a)
312(b)...................................................2.2(b)
313......................................................2.3
314(a)...................................................2.4
314(b)...................................................Inapplicable
314(c)...................................................2.5
314(d)...................................................Inapplicable
314(e)...................................................1.1, 2.5, 3.2
314(f)...................................................2.1, 3.2
315(a)...................................................3.1(d)
315(b)...................................................2.7
315(c)...................................................3.1
315(d)...................................................3.1(d)
316(a)...................................................1.1, 2.6, 5.4
316(b)...................................................5.3
316(c)...................................................8.2
317(a)...................................................Inapplicable
317(b)...................................................Inapplicable
318(a)...................................................2.1(b)
318(b)...................................................2.1
318(c)...................................................2.1(a)
</TABLE>
- ----------------
* This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms
or provisions.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I. DEFINITIONS..................................................... 1

Section 1.1. Definitions................................................................................................ 1

ARTICLE II. TRUST INDENTURE ACT................................................ 4

Section 2.1. Trust Indenture Act; Application .......................................................................... 4
Section 2.2. List of Holders............................................................................................ 4
Section 2.3. Reports by the Guarantee Trustee........................................................................... 4
Section 2.4. Periodic Reports to the Guarantee Trustee.................................................................. 4
Section 2.5. Evidence of Compliance with Conditions Precedent........................................................... 5
Section 2.6. Events of Default; Waiver.................................................................................. 5
Section 2.7. Event of Default; Notice................................................................................... 5
Section 2.8. Conflicting Interests...................................................................................... 5

ARTICLE III. POWERS, DUTIES AND RIGHTS
OF THE GUARANTEE TRUSTEE.............................................. 6

Section 3.1. Powers and Duties of the Guarantee Trustee................................................................. 6
Section 3.2. Certain Rights of Guarantee Trustee........................................................................ 7
Section 3.3. Indemnity.................................................................................................. 9

ARTICLE IV. GUARANTEE TRUSTEE................................................. 9

Section 4.1. Guarantee Trustee: Eligibility............................................................................. 9
Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.............................................. 9

ARTICLE V. GUARANTEE.....................................................10

Section 5.1. Guarantee..................................................................................................10
Section 5.2. Waiver of Notice and Demand................................................................................10
Section 5.3. Obligations Not Affected...................................................................................10
Section 5.4. Rights of Holders..........................................................................................11
Section 5.5. Guarantee of Payment.......................................................................................11
Section 5.6. Subrogation................................................................................................12
Section 5.7. Independent Obligations....................................................................................12

ARTICLE VI. COVENANTS AND SUBORDINATION............................................12

Section 6.1. Subordination..............................................................................................12
Section 6.2. Pari Passu Guarantees......................................................................................12
</TABLE>

<PAGE> 4
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE VII. TERMINATION...................................................13

Section 7.1. Termination................................................................................................13

ARTICLE VIII. MISCELLANEOUS..................................................13

Section 8.1. Successors and Assigns.....................................................................................13
Section 8.2. Amendments.................................................................................................13
Section 8.3. Notices....................................................................................................13
Section 8.4. Consolidation, Merger, Conveyance, Transfer or Lease.......................................................14
Section 8.5. Benefit....................................................................................................15
Section 8.6. Interpretation.............................................................................................15
Section 8.7. Governing Law..............................................................................................15
</TABLE>

- ii -
<PAGE> 5

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of [__________], 1997, is
executed and delivered by MBNA CORPORATION, a Maryland corporation (the
"Guarantor") having its principal office at Wilmington, Delaware 19884, and
THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"Guarantee Trustee"), for the benefit of the Holders (as defined herein) from
time to time of the Preferred Securities and Common Securities (each as defined
herein and together, the "Securities") of MBNA Capital C, a Delaware statutory
business trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Trust Agreement,
dated as of [__________], 1997 (the "Trust Agreement"), among the Guarantor, as
Depositor, the Property Trustee and the Delaware Trustee named therein, the
Administrative Trustees named therein and the Holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing $[____________] aggregate Liquidation Amount (as defined in the Trust
Agreement) of its [____]% Trust Originated Preferred Securities, Liquidation
Amount $25 per preferred security) (the "Preferred Securities") representing
preferred undivided beneficial interests in the assets of the Issuer and having
the terms set forth in the Trust Agreement;

WHEREAS, the Preferred Securities will be issued by the Issuer
and the proceeds thereof, together with the proceeds from the issuance of the
Issuer's Common Securities (as defined herein), will be used to purchase the
Debentures (as defined in the Trust Agreement) of the Guarantor which will be
deposited with The Bank of New York, as Property Trustee under the Trust
Agreement, as trust assets; and

WHEREAS, as incentive for the Holders to purchase Securities
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms
and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each
Holder of Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Securities.

ARTICLE I. DEFINITIONS

SECTION 1.1. Definitions.

As used in this Guarantee Agreement, the terms set forth below
shall, unless the context otherwise requires, have the following meanings.
Capitalized or otherwise defined terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Trust Agreement as in
effect on the date hereof.
<PAGE> 6
2

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person; provided, however, that an Affiliate
of the Guarantor shall not be deemed to be an Affiliate of the Issuer. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Board of Directors" means either the board of directors of
the Guarantor or any committee of that board duly authorized to act hereunder.

"Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer.

"Event of Default" means a default by the Guarantor on any of
its payment or other obligations under this Guarantee Agreement; provided,
however, that, except with respect to a default in payment of any Guarantee
Payments, the Guarantor shall have received notice of default and shall not
have cured such default within 90 days after receipt of such notice.

"Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Securities, to the
extent not paid or made by or on behalf of the Issuer: (i) any accumulated and
unpaid Distributions (as defined in the Trust Agreement) required to be paid on
the Securities, to the extent the Issuer shall have funds on hand available
therefor at such time, (ii) the redemption price, including all accrued and
unpaid Distributions to the date of redemption (the"Redemption Price"), with
respect to any Securities called for redemption by the Issuer, to the extent
the Issuer shall have funds on hand available therefor at such time, and (iii)
upon a voluntary or involuntary termination, winding up or liquidation of the
Issuer, unless Debentures are distributed to the Holders, the lesser of (a) the
aggregate of the Liquidation Amount plus accrued and unpaid Distributions to
the date of payment and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer after
satisfaction of liabilities to creditors of the Issuer as required by
applicable law (in either case, the "Liquidation Distribution").

"Guarantee Trustee" means The Bank of New York, until a
Successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee Agreement, and thereafter
means each such Successor Guarantee Trustee.

"Holder" means any holder, as registered on the books and
records of the Issuer, of any Securities; provided, however, that in
determining whether the holders of the requisite percentage of Securities have
given any request, notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor
or the Guarantee Trustee.

"Indenture" means the Junior Subordinated Indenture dated as
of December 18, 1996, as supplemented and amended between the Guarantor and The
Bank of New York, as trustee.
<PAGE> 7
3

"List of Holders" has the meaning specified in Section 2.2(a).

"Majority in aggregate Liquidation Amount of the Securities"
means, except as provided by the Trust Indenture Act, a vote by the Holder(s),
voting separately as a class, of more than 50% of the aggregate Liquidation
Amount of all then outstanding Securities issued by the Issuer.

"Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chairman or a Vice Chairman of the Board of Directors
of such Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions relating
thereto;

(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering the
Officers' Certificate;

(c) a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(d) a statement as to whether, in the opinion of each officer,
such condition or covenant has been complied with.

"Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

"Responsible Officer" when used with respect to the Guarantee
Trustee means any officer of the Guarantee Trustee assigned by the Guarantee
Trustee from time to time to administer its corporate trust matters.

"Successor Guarantee Trustee" means a successor Guarantee
Trustee possessing the qualifications to act as Guarantee Trustee under Section
4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.
<PAGE> 8
4

ARTICLE II. TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of
the Trust Indenture Act that are required to be part of this Guarantee
Agreement and shall, to the extent applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Guarantee
Agreement limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

SECTION 2.2. List of Holders.

(a) The Guarantor will furnish or cause to be furnished to the
Guarantee Trustee:

(i) semi-annually, not more than 15 days after
January 15 and July 15 in each year, a list, in such form as
the Guarantee Trustee may reasonably require, of the names and
addresses of the Holders as of such January 1 and July 1, and

(ii) at such other times as the Guarantee Trustee may
request in writing, within 30 days after the receipt by the
Guarantor of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time
such list is furnished,

excluding from any such list names and addresses received by
the Guarantee Trustee in its capacity as Securities Registrar.

(b) The Guarantee Trustee shall comply with its obligations
under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture
Act.

SECTION 2.3. Reports by the Guarantee Trustee.

The Guarantee Trustee shall transmit to Holders such reports
concerning the Guarantee Trustee and its actions under this Guarantee Agreement
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Guarantee Trustee shall, within sixty days after each May 15
following the date of this Guarantee Agreement deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such
Section 313(a).

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee, the
Securities and Exchange Commission and the Holders such documents, reports and
information, if any, as required by Section 314 of the Trust Indenture Act and
the compliance certificate required by Section 314
<PAGE> 9
5

of the Trust Indenture Act, in the form, in the manner and at the times
required by Section 314 of the Trust Indenture Act. Delivery of such reports,
information and documents to the Guarantee Trustee is for informational
purposes only and the Guarantee Trustee's receipt of such shall not constitute
constructive notice of any information contained therein, including the
Guarantor's compliance with any of its covenants hereunder (as to which the
Guarantee Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 2.5. Evidence of Compliance with Conditions
Precedent.

The Guarantor shall provide to the Guarantee Trustee such
evidence of compliance with such conditions precedent, if any, provided for in
this Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of
an Officers' Certificate.

SECTION 2.6. Events of Default; Waiver.

The Holders of a Majority in aggregate Liquidation Amount of
the Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

SECTION 2.7. Event of Default; Notice.

(a) The Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notices of all Events of Default actually known to the
Guarantee Trustee, unless such defaults have been cured before the giving of
such notice, provided, that, except in the case of a default in the payment of
a Guarantee Payment, the Guarantee Trustee shall be protected in withholding
such notice if and so long as the Board of Directors, the executive committee
or a trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless the Guarantee Trustee shall have
received written notice, or a Responsible Officer charged with the
administration of this Guarantee Agreement shall have obtained written notice,
of such Event of Default.

SECTION 2.8. Conflicting Interests.

The Trust Agreement shall be deemed to be specifically
described in this Guarantee Agreement for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.
<PAGE> 10
6

ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.

(a) This Guarantee Agreement shall be held by the Guarantee
Trustee for the benefit of the Holders, and the Guarantee Trustee shall not
transfer this Guarantee Agreement to any Person except a Holder exercising his
or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee
on acceptance by such Successor Guarantee Trustee of its appointment to act as
Successor Guarantee Trustee. The right, title and interest of the Guarantee
Trustee shall automatically vest in any Successor Guarantee Trustee, upon
acceptance by such Successor Guarantee Trustee of its appointment hereunder,
and such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

(b) If an Event of Default has occurred and is continuing, the
Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

(c) The Guarantee Trustee, before the occurrence of any Event
of Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Guarantee Agreement, and no implied covenants shall be read into
this Guarantee Agreement against the Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.6), the Guarantee Trustee shall exercise such of the rights and powers vested
in it by this Guarantee Agreement, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee Agreement shall be
construed to relieve the Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

(i) prior to the occurrence of any Event of Default
and after the curing or waiving of all such Events of Default
that may have occurred:

(A) the duties and obligations of the Guarantee
Trustee shall be determined solely by the express provisions
of this Guarantee Agreement, and the Guarantee Trustee shall
not be liable except for the performance of such duties and
obligations as are specifically set forth in this Guarantee
Agreement; and

(B) in the absence of bad faith on the part of the
Guarantee Trustee, the Guarantee Trustee may conclusively
rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or
opinions furnished to the Guarantee Trustee and conforming to
the requirements of this Guarantee Agreement; but in the case
of any such certificates or opinions that by any provision
hereof or of the Trust Indenture Act are specifically required
to be furnished to the Guarantee Trustee, the Guarantee
Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this
Guarantee Agreement;
<PAGE> 11
7

(ii) the Guarantee Trustee shall not be liable for
any error of judgment made in good faith by a Responsible
Officer of the Guarantee Trustee, unless it shall be proved
that the Guarantee Trustee was negligent in ascertaining the
pertinent facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of
not less than a Majority in aggregate Liquidation Amount of
the Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the
Guarantee Trustee, or exercising any trust or power conferred
upon the Guarantee Trustee under this Guarantee Agreement; and

(iv) no provision of this Guarantee Agreement shall
require the Guarantee Trustee to expend or risk its own funds
or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of
its rights or powers, if the Guarantee Trustee shall have
reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it under the
terms of this Guarantee Agreement or adequate indemnity
against such risk or liability is not reasonably assured to
it.

SECTION 3.2. Certain Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may rely and shall be
fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper
or document reasonably believed by it to be genuine and to
have been signed, sent or presented by the proper party or
parties.

(ii) Any direction or act of the Guarantor
contemplated by this Guarantee Agreement shall be sufficiently
evidenced by an Officers' Certificate unless otherwise
prescribed herein.

(iii) Whenever, in the administration of this
Guarantee Agreement, the Guarantee Trustee shall deem it
desirable that a matter be proved or established before
taking, suffering or omitting to take any action hereunder,
the Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on
its part, request and rely upon an Officers' Certificate
which, upon receipt of such request from the Guarantee
Trustee, shall be promptly delivered by the Guarantor.

(iv) The Guarantee Trustee may consult with legal
counsel of its selection, and the advice or opinion of such
legal counsel with respect to legal matters shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by it hereunder in good
faith and in accordance with such advice or opinion. Such
legal counsel may be legal counsel to the Guarantor or any of
its Affiliates and may
<PAGE> 12
8

be one of its employees. The Guarantee Trustee shall have the
right at any time to seek instructions concerning the
administration of this Guarantee Agreement from any court of
competent jurisdiction.

(v) The Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers vested in
it by this Guarantee Agreement at the request or direction of
any Holder, unless such Holder shall have provided to the
Guarantee Trustee such adequate security and indemnity as
would satisfy a reasonable person in the position of the
Guarantee Trustee, against the costs, expenses (including
attorneys' fees and expenses) and liabilities that might be
incurred by it in complying with such request or direction,
including such reasonable advances as may be requested by the
Guarantee Trustee; provided that, nothing contained in this
Section 3.2(a)(v) shall be taken to relieve the Guarantee
Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by
this Guarantee Agreement.

(vi) The Guarantee Trustee shall not be bound to make
any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper
or document, but the Guarantee Trustee, in its discretion, may
make such further inquiry or investigation into such facts or
matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder
either directly or by or through its agents or attorneys, and
the Guarantee Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.

(viii) Whenever in the administration of this
Guarantee Agreement the Guarantee Trustee shall deem it
desirable to receive written instructions with respect to
enforcing any remedy or right or taking any other action
hereunder, the Guarantee Trustee (A) may request written
instructions from the Holders, (B) may refrain from enforcing
such remedy or right or taking such other action until such
written instructions are received, and (C) shall be protected
in acting in accordance with such written instructions.

(ix) The Guarantee Trustee shall not be liable for
any action taken, suffered, or omitted to be taken by it in
good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by
this Guarantee Agreement.

(b) No provision of this Guarantee Agreement shall be deemed
to impose any duty or obligation on the Guarantee Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on
it in any jurisdiction in which it shall be illegal, or in which the Guarantee
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.
<PAGE> 13
9

SECTION 3.3. Indemnity.

The Guarantor agrees to indemnify the Guarantee Trustee for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Guarantee Trustee, arising
out of or in connection with the acceptance or administration of this Guarantee
Agreement, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

ARTICLE IV. GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee: Eligibility.

(a) There shall at all times be a Guarantee Trustee which
shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000, and shall be a
corporation meeting the requirements of Section 310(a) of the
Trust Indenture Act. If such corporation publishes reports of
condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority, then,
for the purposes of this Section and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus
of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of
condition so published.

(b) If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2(c).

(c) If the Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply
with the provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of the
Guarantee Trustee.

(a) Subject to Section 4.2(b), the Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.

(b) The Guarantee Trustee shall not be removed until a
Successor Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Guarantee Trustee
and delivered to the Guarantor. If an instrument of acceptance by a Successor
Guarantee Trustee shall not have been delivered to the Guarantee Trustee within
30 days after such removal, the Guarantee Trustee being removed may petition
any court of competent jurisdiction for the appointment of a Successor
Guarantee Trustee.
<PAGE> 14
10

(c) The Guarantee Trustee appointed hereunder shall hold
office until a Successor Guarantee Trustee shall have been appointed or until
its removal or resignation. The Guarantee Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
executed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall not take effect until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by instrument in writing executed
by such Successor Guarantee Trustee and delivered to the Guarantor and the
resigning Guarantee Trustee.

(d) If no Successor Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 within 60
days after delivery to the Guarantor of an instrument of resignation, the
resigning Guarantee Trustee may petition, at the expense of the Guarantor, any
court of competent jurisdiction for appointment of a Successor Guarantee
Trustee. Such court may thereupon, after prescribing such notice, if any, as
it may deem proper, appoint a Successor Guarantee Trustee.

ARTICLE V. GUARANTEE

SECTION 5.1. Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by or on behalf of the Issuer), as and when due, regardless of
any defense, right of set-off or counterclaim which the Issuer may have or
assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied
by direct payment of the required amounts by the Guarantor to the Holders or by
causing the Issuer to pay such amounts to the Holders.

SECTION 5.2. Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of the
Guarantee Agreement and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first
against the Guarantee Trustee, Issuer or any other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor,
notice of redemption and all other notices and demands.

SECTION 5.3. Obligations Not Affected.

The obligations, covenants, agreements and duties of the
Guarantor under this Guarantee Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Securities to be
performed or observed by the Issuer;
<PAGE> 15
11

(b) the extension of time for the payment by the Issuer of all
or any portion of the Distributions (other than an extension of time for
payment of Distributions that results from the extension of any interest
payment period on the Debentures as provided in the Indenture), Redemption
Price, Liquidation Distribution or any other sums payable under the terms of
the Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Securities;

(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Holders pursuant to the terms of the Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

(d) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or
readjustment of debt of, or other similar proceedings affecting, the Issuer or
any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, the
Securities;

(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 5.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4. Rights of Holders.

The Guarantor expressly acknowledges that: (i) this Guarantee
Agreement will be deposited with the Guarantee Trustee to be held for the
benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce
this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a
Majority in liquidation preference of the Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of this Guarantee Agreement or
exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and (iv) any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Guarantee
Agreement, without first instituting a legal proceeding against the Guarantee
Trustee, the Issuer or any other Person.

SECTION 5.5. Guarantee of Payment

This Guarantee Agreement creates a guarantee of payment and
not of collection. This Guarantee Agreement will not be discharged except by
payment of the Guarantee Payments in
<PAGE> 16
12

full (without duplication of amounts theretofore paid by the Issuer) or upon
distribution of Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6. Subrogation.

The Guarantor shall be subrogated to all (if any) rights of
the Holders against the Issuer in respect of any amounts paid to the Holders by
the Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

SECTION 5.7. Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI. COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.

The obligations of the Guarantor under this Guarantee
Agreement will constitute unsecured obligations of the Guarantor and will rank
subordinate and junior in right of payment to all Senior Debt (as defined in
the Indenture) of the Guarantor, except those made pari passu or subordinate to
such obligations expressly by their terms. in the same manner as set forth in
Article XIII of the Indenture.

SECTION 6.2. Pari Passu Guarantees.

The obligations of the Guarantor under this Guarantee
Agreement shall rank pari passu with the obligations of the Guarantor under any
similar Guarantee Agreements issued by the Guarantor on behalf of the holders
of preferred securities issued by any Trust (as defined in the Indenture).
<PAGE> 17
13

ARTICLE VII. TERMINATION

SECTION 7.1. Termination.

This Guarantee Agreement shall terminate and be of no further force and effect
upon (i) full payment of the Redemption Price of all Securities, (ii) the
distribution of Debentures to the Holders in exchange for all of the Securities
or (iii) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to Securities or this Guarantee Agreement.

ARTICLE VIII. MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee
Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Securities then outstanding. Except in connection with a consolidation,
merger or sale involving the Guarantor that is permitted under Article VIII of
the Indenture and pursuant to which the successor or assignee agrees in writing
to perform the Guarantor's obligations hereunder, the Guarantor shall not
assign its obligations hereunder.

SECTION 8.2. Amendments.

Except with respect to any changes which do not adversely
affect the rights of the Holders or the Guarantee Trustee in any material
respect (in which case no consent of the Holders or the Guarantee Trustee, as
the case may be, will be required), this Guarantee Agreement may only be
amended with the prior approval of the Holders of not less than a Majority in
Liquidation Amount of all the outstanding Securities and of the Guarantee
Trustee. The provisions of Article VI of the Trust Agreement concerning
meetings of the Holders shall apply to the giving of such approval.

SECTION 8.3. Notices.

Any notice, request or other communication required or
permitted to be given hereunder shall be in writing, duly signed by the party
giving such notice, and delivered, telecopied or mailed by first class mail as
follows:

(a) if given to the Guarantor, to the address set forth below
or such other address, facsimile number or to the attention of such other
Person as the Guarantor may give notice to the Holders:
<PAGE> 18
14

MBNA Corporation
Wilmington, Delaware 19884

Facsimile No.: 302-456-8348
Attention: Vernon H.C. Wright

(b) if given to the Issuer, in care of the Guarantee Trustee,
at the Issuer's (and the Guarantee Trustee's) address set forth below or such
other address as the Guarantee Trustee on behalf of the Issuer may give notice
to the Holders:

MBNA Capital C
c/o MBNA Corporation
Wilmington, Delaware 19884

Facsimile No.: 302-456-8348
Attention: Vernon H.C. Wright

with a copy to:

The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286

Facsimile No.: 212-815-5915
Attention: Corporate Trust Administration

All notices hereunder shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid, except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 8.4. Consolidation, Merger, Conveyance, Transfer or
Lease.

The Guarantor shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and no Person shall consolidate
with or merge into the Guarantor or convey, transfer or lease its properties
and assets substantially as an entirety to the Guarantor, unless it has
complied with the terms of Section 8.1 of the Indenture.
<PAGE> 19
15

SECTION 8.5. Benefit.

This Guarantee Agreement is solely for the benefit of the
Holders and is not separately transferable from the Securities.

SECTION 8.6. Interpretation.

In this Guarantee Agreement, unless the context otherwise
requires:

(a) capitalized terms used in this Guarantee Agreement but
not defined in the preamble hereto have the respective meanings assigned to
them in Section 1.1;

(b) a term defined anywhere in this Guarantee Agreement has
the same meaning throughout;

(c) all references to "the Guarantee Agreement" or "this
Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented
or amended from time to time;

(d) all references in this Guarantee Agreement to Articles
and Sections are to Articles and Sections of this Guarantee Agreement unless
otherwise specified;

(e) a term defined in the Trust Indenture Act has the same
meaning when used in this Guarantee Agreement unless otherwise defined in this
Guarantee Agreement or unless the context otherwise requires;

(f) a reference to the singular includes the plural and vice
versa; and

(g) the masculine, feminine or neuter genders used herein
shall include the masculine, feminine and neuter genders.

SECTION 8.7. Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
<PAGE> 20
16

This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

THIS GUARANTEE AGREEMENT is executed as of the day and year
first above written.

MBNA CORPORATION

By:
--------------------------------
Name:
Title:

THE BANK OF NEW YORK
as Guarantee Trustee

By:
--------------------------------
Name:
Title:

<PAGE> 1
EXHIBIT 5(A)

February 25, 1997

MBNA Corporation
Wilmington, Delaware 19884

This opinion is delivered in connection with Amendment No. 1
to the Registration Statement on Form S-4 (the "Registration Statement") filed
under the Securities Act of 1933, as amended (the "Act"), by MBNA Corporation,
a Maryland corporation ("MBNA"), and MBNA Capital C, a Delaware business trust
(the "Trust", and together with MBNA, the "Registrants"), in connection with
the registration under the Act of (i) Trust originated preferred securities of
the Trust (the "Preferred Securities"), (ii) junior subordinated deferable
interest debentures, due 2027, (the "Debentures") to be issued by MBNA pursuant
to the offer (the "Offer") by MBNA and the Trust to exchange the Preferred
Securities for any and all of MBNA's 7.50% Cumulative Preferred Stock, Series A
(the "Preferred Stock") not owned by MBNA. The Debentures will be issued in
accordance with the provisions of a junior subordinated indenture (the
"Indenture") between MBNA and the Bank of New York, as trustee (the "Trustee").
The Preferred Securities will be guaranteed by MBNA (the "Guarantee") in the
manner and to the extent set forth in the Guarantee Agreement (the "Guarantee
Agreement") to be executed by MBNA and the Bank of New York, as guarantee
trustee (the "Guarantee Trustee").

I, as Executive Vice President, Secretary and General Counsel,
have examined: (i) the Registration Statement; (ii) the Indenture, as filed as
an exhibit to the Registration Statement, and (iii) the Guarantee Agreement, as
filed as an exhibit to the Registration Statement. In addition, I have
examined, and have relied as to matters of fact upon, originals or copies,
certified or otherwise identified to my satisfaction, of such corporate
records, agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives of
MBNA, and have made such other and further investigations, as I have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents. I have also assumed
that the Registration Statement, and any applicable amendments thereto
(including post-effective amendments), will have become effective under the Act
at the time of issuance, offering and sale of any such Preferred Securities,
Debentures or the Guarantee.
<PAGE> 2
2

Based upon the foregoing, and subject to the qualifications
and limitations stated herein, it is my opinion that:

1. With respect to the Debentures to be issued under the
Indenture, when (i) such Indenture has been duly authorized and validly
executed and delivered by MBNA and by the Trustee, (ii) the Board of Directors
of MBNA (the "Board") has taken all necessary corporate action to approve the
issuance and specific terms of such Debentures, and (iii) such Debentures have
been duly executed, authenticated, issued and delivered in accordance with the
provisions of such Indenture upon payment of the consideration therefor as
contemplated by the Registration Statement, such Debentures will constitute
valid and legally binding obligations of MBNA.

2. With respect to the Guarantee to be issued under the
Guarantee Agreement, when (i) the Guarantee Agreement has been duly authorized
and validly executed and delivered by MBNA and by the Guarantee Trustee, (ii)
the Board has taken all necessary corporate action to approve the issuance and
specific terms of the Guarantee and (iii) the Guarantee has been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Guarantee Agreement, the Guarantee will constitute a valid and legally binding
obligation of MBNA.

3. My opinions set forth in paragraphs 1 and 2 above are
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.

I am admitted to the Bar of the State of Maryland and do not
express any opinion herein as to the law of any jurisdiction other than the
laws of the State of Maryland and the federal laws of the United States of
America. For the purposes of the opinions set forth herein, I have assumed
that the laws of the State of New York are the same as the laws of the State of
Maryland.

I hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and to the reference to me under the
caption "Validity of Securities" in the Prospectus Supplement forming a part of
the Registration Statement. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act.

Very truly yours,

/s/ JOHN W. SCHEFLEN
John W. Scheflen

<PAGE> 1
[RICHARDS, LAYTON & FINGER LETTERHEAD]

February 25, 1997

MBNA Corporation
MBNA Capital C
c/o MBNA Corporation
Wilmington, Delaware 19884

Re: MBNA Capital C

Ladies and Gentlemen:

We have acted as special Delaware counsel for MBNA
Corporation, a Maryland corporation (the "Company"), and MBNA Capital C, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust (which was
originally named "MBNA Capital III"), dated as of November 4, 1996, as filed in
the office of the Secretary of State of the State of Delaware (the "Secretary of
State") on November 6, 1996;

(b) The Trust Agreement of the Trust, dated November 4, 1996,
by and between the Corporation, as depositor, and John W. Scheflen, as trustee
of the Trust;
<PAGE> 2
MBNA Capital C
February 25, 1997
Page 2

(c) The Restated Certificate of Trust of the Trust (whose name
was changed thereby to "MBNA Capital C"), dated as of December 11, 1996 (the
"Certificate"), as filed in the office of the Secretary of State on December 11,
1996;

(d) The Amended and Restated Trust Agreement of the Trust,
dated as of December 11 1996, between the Corporation, as depositor, and John W.
Scheflen, as trustee of the Trust;

(e) The registration statement (the "Initial Registration
Statement") on Form S-4 (Registration No. 333-21181), filed by the Company and
the Trust with the Securities and Exchange Commission (the "SEC") on February 5,
1997, as amended by Amendment No. 1 to the Initial Registration Statement,
including a related preliminary prospectus (the "Prospectus"), relating to the
Trust Originated Preferred Securities of the Trust representing beneficial
ownership interests in the Trust (each, a "Preferred Security" and collectively,
the "Preferred Securities"), as proposed to be filed by the Company and the
Trust with the SEC on or about February 25, 1997 ("Amendment No. 1") (the
Initial Registration Statement as amended by Amendment No. 1 being hereinafter
referred to as the "Registration Statement");

(f) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into by and among the Company, as depositor, the trustees
named therein, and the holders, from time to time, of beneficial ownership
interests in the Trust, attached as an exhibit to the Registration Statement
(the "Trust Agreement"); and

(g) A Certificate of Good Standing for the Trust, dated
February 25, 1997, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have assumed that there
exists no provision in any document that we have not reviewed that bears upon or
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we have assumed
to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity
<PAGE> 3
MBNA Capital C
February 25, 1997
Page 3

with the originals of all documents submitted to us as copies or forms, and
(iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the
Trust Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Securities Certificate for such Preferred
Security and the payment for the Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act, 12 Del.
C. Section 3801, et seq.
<PAGE> 4
MBNA Capital C
February 25, 1997
Page 4

2. When issued and sold, the Preferred Securities will
represent valid and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial interests in the assets
of the Trust.

3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

We consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. In addition, we hereby consent to the use
of our name under the heading "Validity of Securities" in the Prospectus. In
giving the foregoing consents, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
Except as stated above, without our prior written consent, this opinion may not
be furnished or quoted to, or relied upon by, any other Person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger

MIL/DAF/sc

<PAGE> 1
EXHIBIT 8

February 25, 1997

Re: Exchange of Trust-Originated Preferred
Securities, Series C, for MBNA Corporation
7.50% Cumulative Preferred Stock, Series A

MBNA Corporation
Wilmington, Delaware 19884

MBNA Capital C
c/o MBNA Corporation
Wilmington, Delaware 19884

Ladies and Gentlemen:

We have acted as special tax counsel ("Tax Counsel") to MBNA
Corporation, a Maryland corporation (the "Corporation"), and MBNA Capital C, a
statutory business trust organized under the Business Trust Act of the State of
Delaware (the "Trust"), in connection with the preparation and filing by the
Corporation and the Trust with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-4 (Registration No.
333-21181 (as amended, the "Registration Statement")) under the Securities Act
of 1933, as amended, and with respect to: (i) the issuance of up to
$150,000,000 of Trust-Originated Preferred Securities (the "Preferred
Securities") in exchange (the "Exchange") for up to 6,000,000 shares of the
Corporation's outstanding 7.50% Cumulative Preferred Stock, Series A (the
"Series A Preferred Stock"); (ii) the issuance of the Junior Subordinated
Debentures by the Corporation, pursuant to Junior Subordinated Indenture (the
"Indenture") between the Corporation and
<PAGE> 2

-2- February 25, 1997

The Bank of New York, a New York banking corporation, as trustee (in such
capacity, the "Indenture Trustee"), to the Trust in exchange for the Series A
Preferred Stock acquired by the Trust pursuant to the Exchange; and (iii) the
issuance and sale of the Common Securities (the "Common Securities" and
together with the Preferred Securities, the "Trust Securities") to the
Corporation pursuant to the Trust's Amended and Restated Declaration of Trust
(the "Declaration") between the Corporation, as Depositor, The Bank of New
York, as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, and the Administrative Trustees named therein. The Preferred
Securities will be offered to holders of the Series A Preferred Stock in
exchange therefor pursuant to the Registration Statement.

The Trust Securities are guaranteed by the Corporation with
respect to the payment of distributions and payments upon liquidation,
redemption and otherwise pursuant to, and to the extent set forth in, the
Guarantee Agreement (the "Guarantee") between the Corporation and The Bank of
New York, as trustee (in such capacity, the "Guarantee Trustee"), for the
benefit of the holders of the Trust Securities.

All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning ascribed to such terms in the
Registration Statement.

In delivering this opinion letter, we have reviewed and relied
upon: (i) the Registration Statement; (ii) a form of the Indenture; (iii) a
form of the Junior Subordinated Debentures; (iv) a form of the Declaration; (v)
a form of the Guarantee; and (vi) forms of the Trust Securities. The forms of
documents that we have reviewed (and
<PAGE> 3

-3- February 25, 1997

relied upon) are the forms of such documents that were filed as exhibits to the
Registration Statement. In addition, we have relied upon certain other
statements and representations contained in the Corporation's letter of
representation attached hereto as Exhibit A. We also have examined and relied
upon originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Corporation and the Trust and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.

In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all copies of
documents submitted to us. In addition, we also have assumed that the
transactions related to the issuance of the Junior Subordinated Debentures and
the Securities will be consummated in accordance with the terms of the
documents and forms of documents described herein .

On the basis of the foregoing and assuming that the Trust was
formed and will be maintained in compliance with the terms of the Declaration,
we hereby confirm (i) our opinions set forth in the Registration Statement
under the caption "Certain United States Federal Income Tax Consequences" and
(ii) that, subject to the qualifications set forth therein, the discussion set
forth in the Registration Statement under such caption is an accurate summary
of the United States federal income tax matters described therein.

We express no opinion with respect to the transactions referred
to herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note
<PAGE> 4

-4- February 25, 1997

that there is no authority directly on point dealing with securities such as
the Preferred Securities or transactions of the type described herein and that
our opinion is not binding on the Internal Revenue Service ("IRS") or the
courts, either of which could take a contrary position. Nevertheless, we
believe that if challenged, the opinions we express herein would be sustained
by a court with jurisdiction in a properly presented case.

Our opinion is based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different
from that described above.

We are admitted to practice law only in the State of New York and
the opinions we express herein are limited solely to matters governed by the
federal law of the United States.

We hereby consent to the use of this opinion for filing as
Exhibit 8 to the Registration Statement and the use of our name in the
Registration Statement under the captions "Certain United States Federal Income
Tax Consequences" and "Validity of Securities".

Very truly yours,

/s/ SIMPSON THACHER & BARTLETT

SIMPSON THACHER & BARTLETT
<PAGE> 5
Exhibit A

[MBNA Corporation Letterhead]

February 25, 1997

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-4
(Registration No. 333-01181 (as amended, the "Registration Statement") related
to the issuance of up to $150,000,000 of 8.25% Trust-Originated Preferred
Securities, Series C (the "Preferred Securities") by MBNA Capital C, a
statutory business trust formed under the laws of the State of Delaware (the
"Trust"), in exchange (the "Exchange") for up to 6,000,000 shares of MBNA
Corporation's outstanding 7.50% Cumulative Preferred Stock, Series A (the
"Series A Preferred Stock"), Simpson Thacher & Bartlett, special tax counsel to
the Trust and MBNA Corporation, a Maryland corporation (the "Corporation"),
will render its opinion (the "Tax Opinion") with respect to certain material
United States federal income tax consequences related to the Exchange and the
issuance of the Preferred Securities. In connection with the issuance of the
Tax Opinion, the undersigned, an officer of the Corporation, recognizing that
Simpson Thacher & Bartlett will rely on this certificate in delivering the Tax
Opinion, hereby certifies as of the date hereof as to the matters set forth in
paragraphs one through six hereof, to the best of his or her knowledge and
belief after due inquiry and investigation as to such matters. (Capitalized
terms used and not otherwise defined herein shall have the same meanings
ascribed to such terms in the Registration Statement.)

1. The Corporation and the Trust intend to create a
debtor-creditor relationship between the Corporation, as
debtor, and the Trust, as a creditor, upon the issuance
and sale of the Junior Subordinated Debentures

<PAGE> 6

-7- February 25, 1997

to the Trust by the Corporation, and the Corporation will
(i) record and at all times continue to reflect the
Junior Subordinated Debentures as indebtedness on its
separate books and records for financial accounting
purposes and (ii) treat the Junior Subordinated
Debentures as indebtedness for all United States tax
purposes.

2. The sole assets of the Trust will be the Junior
Subordinated Debentures.

3. The Corporation has no present intent to exercise its
right to defer payments of interest by extending the
interest payment period on the Junior Subordinated
Debentures.

4. The Corporation believes that the likelihood that it
would exercise its right to defer payments of interest by
extending the interest payment period on the Junior
Subordinated Debentures at any time during which the
Junior Subordinated Debentures are outstanding is remote
because of the restrictions that would be imposed on the
Corporation's ability to pay dividends on its outstanding
capital stock in the event it elected to defer payments
of interest on the Junior Subordinated Debentures.

5. The Preferred Securities issued by the Trust are expected
to be rated "investment grade" by at least one nationally
recognized statistical credit rating agency.

6. The Corporation expects that it will be able to cause its
wholly-owned subsidiaries to pay dividends to the
Corporation in amounts and at times

<PAGE> 7

-8- February 25, 1997

sufficient to enable the Corporation to make timely
payments of interest and principal on the Junior
Subordinated Debentures.

The Corporation acknowledges that if any of the foregoing
certifications is inaccurate, the Tax Opinion may not accurately describe the
proper United States federal income tax treatment of the Junior Subordinated
Debentures or the Preferred Securities and the discussion set forth in the
Registration Statement under the caption "Certain United States Federal Income
Tax Consequences" may not accurately describe the United States federal income
tax consequences of the transactions described in the Registration Statement.
The Corporation will promptly and timely notify Simpson Thacher & Bartlett if
it discovers that any of the above certifications ceases to be true, correct or
complete.

Very truly yours,

MBNA CORPORATION

/s/ Vernon H.C. Wright
------------------------
By: Vernon H.C. Wright
Title: Executive Vice
President

<PAGE> 1
EXHIBIT 23(A)

Consent of Ernst & Young LLP

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S_4 and related Prospectus of MBNA Corporation
and MBNA Capital C, for the registration of _____% Trust-Originated Preferred
Securities and to the incorporation by reference therein of our report dated
January 17, 1996 with respect to the consolidated financial statements of MBNA
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange
Commission.

/s/ Ernst & Young LLP

Baltimore, Maryland
January 31, 1997

<PAGE> 1

LETTER OF TRANSMITTAL

TO TENDER SHARES
OF 7.50% CUMULATIVE PREFERRED
STOCK, SERIES A (THE "SERIES A PREFERRED SHARES")
(CUSIP 55262L209)
OF

MBNA CORPORATION

PURSUANT TO THE OFFER BY MBNA CAPITAL C TO EXCHANGE

ITS 8.25% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPRS(SM)")

FOR ANY AND ALL OUTSTANDING SERIES A PREFERRED SHARES

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 26, 1997,
UNLESS THE OFFER IS EXTENDED

THE EXCHANGE AGENT FOR THE OFFER IS:

THE BANK OF NEW YORK
<TABLE>
<S> <C>
BY HAND OR BY MAIL (REGISTERED OR CERTIFIED
OVERNIGHT COURIER: MAIL RECOMMENDED):

The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department
101 Barclay Street P.O. Box 11248
Receive and Deliver Window Church Street Station
New York, New York 10286 New York, New York 10286-1248
</TABLE>

BY FACSIMILE:
(For Eligible Institutions Only)
(212) 815-6213

CONFIRM RECEIPT BY TELEPHONE:
(800) 507-9357

MORROW & CO., INC. HAS BEEN RETAINED AS THE INFORMATION AGENT TO ASSIST IN
CONNECTION WITH THE OFFER. REQUESTS FOR ASSISTANCE REGARDING COMPLETION OF THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AS FOLLOWS:
MORROW & CO., INC., 909 3RD AVENUE, NEW YORK, NEW YORK 10022, (800) 566-9061
(TOLL-FREE), BANKS AND BROKERS (800) 662-5200 (TOLL-FREE).

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

(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Subject to the terms and conditions set forth in the Prospectus and herein,
MBNA Capital C (the "Trust") will accept for exchange any and all Series A
Preferred Shares validly tendered and not withdrawn.

This Letter of Transmittal is to be completed by holders of Series A
Preferred Shares, either if certificates for Series A Preferred Shares are to be
forwarded herewith or, unless an Agent's Message (as defined in the accompanying
Prospectus of MBNA Corporation ("MBNA") and the Trust (as amended or
supplemented (including documents incorporated by reference), the "Prospectus"))
is utilized, if tenders of Series A Preferred Shares are to be made by
book-entry transfer into the account of The Bank of New York, as Exchange Agent
(the "Exchange Agent"), at The Depository Trust Company ("DTC") pursuant to the
procedures described under "The Offer -- Procedures for Tendering" in the
Prospectus. Holders of Series A Preferred Shares who tender Series A Preferred
Shares by book-entry transfer are referred to herein as "Book-Entry
Shareholders."

Any holder of Series A Preferred Shares who submits this Letter of
Transmittal and tenders Series A Preferred Shares in accordance with the
instructions contained herein prior to the Expiration Date (as defined in the
Prospectus) will thereby have directed the Trust to deliver its 8.25% Trust
Originated Preferred Securities(SM) ("TOPrS(SM)") (the "Preferred Securities")
in exchange for such holder's Series A Preferred Shares and in consideration of
the deposit by MBNA with the Trust as trust assets of its 8.25% Junior
Subordinated Deferrable Interest Debentures, Series C, due 2027 (the "Junior
Subordinated Debentures") as set forth in the Prospectus. Tenders of Series A
Preferred Shares pursuant to this Letter of Transmittal are subject to
withdrawal as described in the Prospectus under the caption "The
Offer -- Withdrawal of Tenders."

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
DESCRIPTION OF SERIES A PREFERRED SHARES BEING TENDERED
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SERIES A PREFERRED SHARES TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES
REPRESENTED
CERTIFICATE BY NUMBER OF SHARES
NUMBER(S) CERTIFICATE(S)* TENDERED**
---------------------------------------------------
<S> <C> <C> <C>

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

TOTAL SHARES
- ---------------------------------------------------------------------------------------------------------
</TABLE>

* Need not be completed by shareholders tendering by book-entry transfer.

** Unless otherwise indicated, the holder will be deemed to have tendered
the full number of Series A Preferred Shares represented by the tendered
certificates. See Instruction 4.
- --------------------------------------------------------------------------------
<PAGE> 3

[ ] CHECK HERE IF TENDERED SERIES A PREFERRED SHARES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE
FOLLOWING:

Name of Tendering Institution

Transaction Code No.

[ ] CHECK HERE IF TENDERED SERIES A PREFERRED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Shareholder(s)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed Delivery

If delivery is by book-entry transfer at DTC:

Name of Tendering Institution

Account No.

Transaction Code No.
<PAGE> 4

SOLICITED TENDERS

(SEE INSTRUCTION 11)
MBNA will pay to any Soliciting Dealer, as defined in Instruction 11, a
solicitation fee of $0.50 per Series A Preferred Share ($0.25 per Series A
Preferred Share with respect to solicitation of beneficial holders of 10,000
shares or more) validly tendered and accepted for exchange pursuant to the Offer
(as herein defined).

The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:

Name of Firm:_________________________________________________________________
(PLEASE PRINT)

Name of Individual Broker or Financial Consultant:____________________________

Identification Number (if known):_____________________________________________

Address:______________________________________________________________________

______________________________________________________________________________
(INCLUDE ZIP CODE)

The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable requirements
of the Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder in connection with such solicitations; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions of the Offer
(unless the undersigned is not being compensated for such solicitation); (iii)
in soliciting tenders of Series A Preferred Shares, it has used no soliciting
materials other than those furnished by MBNA and the Trust; and (iv) if it is a
foreign broker or dealer not eligible for membership in the National Association
of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.

SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR SERIES A PREFERRED SHARES
BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
<PAGE> 5

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to MBNA Capital C, a Delaware statutory
business trust (the "Trust"), shares of 7.50% Cumulative Preferred Stock, Series
A (the "Series A Preferred Shares") of MBNA Corporation ("MBNA"), pursuant to
the offer by the Trust to exchange its 8.25% Trust Originated Preferred
Securities(SM) ("TOPrS(SM)") (the "Preferred Securities") for any and all Series
A Preferred Shares, upon the terms and subject to the conditions set forth in
the Prospectus, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Offer").

Subject to and effective upon acceptance for exchange of the Series A
Preferred Shares tendered herewith, the undersigned hereby exchanges, assigns
and transfers to or upon the order of the Trust all right, title and interest in
and to all the Series A Preferred Shares that are being tendered hereby and
irrevocably constitutes and appoints the Exchange Agent the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Series A
Preferred Shares, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Series A Preferred Shares or transfer ownership of such
Series A Preferred Shares on the account books maintained by DTC, together, in
any such case, with all accompanying evidences of transfer and authenticity, to
the Exchange Agent for the account of the Trust, (b) present such Series A
Preferred Shares for transfer on the books of MBNA and (c) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Series A
Preferred Shares, all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Series A
Preferred Shares tendered hereby and to acquire Preferred Securities issuable
upon the exchange of such tendered Series A Preferred Shares and that, when the
undersigned's Series A Preferred Shares are accepted for exchange, the Trust
will acquire good and unencumbered title to such tendered Series A Preferred
Shares, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Trust to be necessary or
desirable to complete the exchange, assignment and transfer of tendered Series A
Preferred Shares or transfer ownership of such Series A Preferred Shares.

All authority herein conferred or agreed to be conferred shall survive the
death, bankruptcy or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, legal representatives,
successors, assigns, executors and administrators of the undersigned. Except as
stated in the Offer, this tender is irrevocable.

The undersigned understands that tenders of Series A Preferred Shares
pursuant to any one of the procedures described in "The Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute
agreements between the undersigned and the Trust upon the terms and subject to
the conditions of the Offer.

Unless otherwise indicated under "Special Exchange Instructions," please
cause Preferred Securities to be issued, and return any Series A Preferred
Shares not tendered or not accepted for exchange, in the name(s) of the
undersigned (and, in the case of Series A Preferred Shares tendered by
book-entry transfer, by credit to the account at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail any
certificates for Series A Preferred Shares not tendered or not accepted for
exchange (and accompanying documents, as appropriate), and any certificates for
Series A Preferred Shares, to the undersigned at the address shown below the
undersigned's signature(s). If both "Special Exchange Instructions" and "Special
Delivery Instructions" are completed, please cause Preferred Securities to be
issued, and return any Series A Preferred Shares not tendered or not accepted
for exchange, in the name(s) of, and deliver any certificates for such Series A
Preferred Shares to, the person(s) so indicated (and in the case of Series A
Preferred Shares tendered by book-entry transfer, by credit to the account at
DTC). The undersigned recognizes that the Trust has no obligation, pursuant to
the "Special Exchange Instructions," to transfer any Series A Preferred Shares
from the name of the registered holder(s) thereof if the Trust does not accept
for exchange any of the Series A Preferred Shares so tendered.
<PAGE> 6

SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6, AND 7)

To be completed ONLY if certificates for Preferred Securities, or
certificates for Series A Preferred Shares not tendered or not accepted for
exchange, are to be issued in the name of someone other than the undersigned.

Issue [ ] certificates for Preferred Securities in the name of:

[ ] certificates for Series A Preferred Shares to:

Name:
(PLEASE PRINT)

Address:

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

- ---------------------------------------------------------
(INCLUDE ZIP CODE)

Taxpayer Identification No.:

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 7)

To be completed ONLY if certificates for Preferred Securities, or
certificates for Series A Preferred Shares not tendered or not accepted for
exchange, are to be mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown below the undersigned's
signature(s).

Mail [ ] certificates for Series A Preferred Shares to:

[ ] certificates for Preferred Securities to:

Name:
(PLEASE PRINT)

Address:

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

- ---------------------------------------------------------
(INCLUDE ZIP CODE)

Taxpayer Identification No.:
<PAGE> 7

HOLDER(S) OF SERIES A PREFERRED SHARES SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)

X __

X __
SIGNATURE(S) OF OWNER(S)

Dated

Name(s)

(PLEASE PRINT)

Capacity (full title)

Address

(INCLUDE ZIP CODE)

Area Code and Telephone No.

(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Series A Preferred Shares or on a security position listing
or by person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 5.)

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)

Authorized Signature

Name

Title

Address

Name of Firm

Area Code and Telephone Number

Dated __________________ , 1997
<PAGE> 8

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

To complete the Letter of Transmittal, you must do the following:

- Fill in the box entitled "Description of Series A Preferred Shares Being
Tendered" and the two subsequent boxes, if applicable.

- Sign and date the Letter of Transmittal in the box entitled "Holder(s) of
Series A Preferred Shares Sign Here."

- Fill in and sign in the box entitled "Substitute Form W-9."

In completing the Letter of Transmittal, you may (but are not required to)
also do the following:

- If you want certificates for Preferred Securities, or certificates for
Series A Preferred Shares not tendered or not accepted for exchange, to
be issued in the name of a third party, complete the box entitled
"Special Exchange Instructions."

- If you want certificates for Preferred Securities, or certificates for
Series A Preferred Shares not tendered or not accepted for exchange, to
be mailed to a third party, or to be delivered to an address other than
that appearing under your signature, complete the box entitled "Special
Delivery Instructions."

If you complete the box entitled "Special Exchange Instructions" or
"Special Delivery Instructions," you must have your signature guaranteed by an
Eligible Institution (as defined in Instruction 1 below) unless the Letter of
Transmittal is signed by an Eligible Institution.

1. GUARANTEE OF SIGNATURES.

No signature guarantee is required on this Letter of Transmittal (i) if
tendered Series A Preferred Shares are registered in the name(s) of the
undersigned and the Preferred Securities to be issued in exchange therefor are
to be issued (and any Series A Preferred Shares not tendered or not accepted for
exchange are to be returned) in the name of the registered holder(s) (which
term, for the purposes described herein, shall include any participant in DTC
whose name appears on a security listing as the owner of Series A Preferred
Shares) and (ii) such holder(s) have not completed the instruction entitled
"Special Exchange Instructions" or "Special Delivery Instructions" on this
Letter of Transmittal. If the tendered Series A Preferred Shares are registered
in the name(s) of someone other than the undersigned or if the Preferred
Securities to be issued in exchange therefor are to be issued (or Series A
Preferred Shares not tendered or not accepted for exchange are to be returned)
in the name of any other person, such tendered Series A Preferred Shares must be
endorsed or accompanied by written instruments of transfer in form satisfactory
to the Trust and duly executed by the registered holder, and the signature on
the endorsement or instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
or the Stock Exchange Medallion Program (any of the foregoing hereinafter
referred to as an "Eligible Institution"). See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND SERIES A PREFERRED SHARES.

This Letter of Transmittal is to be completed by holders of Series A
Preferred Shares either if certificates are to be forwarded herewith or, unless
an Agent's Message (as defined in the Prospectus) is utilized, if tenders are to
be made pursuant to the procedure for tender by book-entry transfer set forth
under "The Offer--Procedures for Tendering" in the Prospectus. Certificates for
Series A Preferred Shares, or timely confirmation (a "Book-Entry Confirmation")
of a book-entry transfer of such Series A Preferred Shares into the Exchange
Agent's account at DTC, as well as this Letter of Transmittal (or a facsimile
hereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in the case of a book-entry delivery, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at one of its addresses set forth herein prior to the Expiration
Date.

If a holder of Series A Preferred Shares desires to participate in the
Offer and time will not permit this Letter of Transmittal or Series A Preferred
Shares to reach the Exchange Agent before the Expiration Date or the procedure
for book-entry transfer cannot be completed on a timely basis, a tender may be
effected if the Exchange Agent has received at one of the addresses set forth
herein prior to the Expiration Date, a letter, telegram or facsimile
transmission from an Eligible Institution setting forth the name and address of
the tendering Holder, the name(s) in which the Series A Preferred Shares are
registered and, if the Series A Preferred Shares are held in certificated form,
the certificate numbers of the Series A Preferred Shares to be tendered, and
stating that the tender is being made thereby and guaranteeing that within three
New York Stock Exchange, Inc. ("NYSE") trading days after the date of execution
of such letter, telegram or facsimile transmission by the Eligible Institution,
the Series A Preferred Shares in proper form for transfer together with a
properly completed and duly executed Letter of Transmittal (and any other
required documents), or a confirmation of book-entry transfer of such Series A
Preferred Shares into the Exchange Agent's account at DTC, will be delivered by
<PAGE> 9

such Eligible Institution. Unless the Series A Preferred Shares being tendered
by the above-described method are deposited with the Exchange Agent within the
time period set forth above (accompanied or preceded by a properly completed
Letter of Transmittal and any other required documents) or a confirmation of
book-entry transfer of such Series A Preferred Shares into the Exchange Agent's
account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP")
procedures is received, the Trust may, at its option, reject the tender.

THE METHOD OF DELIVERY OF SERIES A PREFERRED SHARES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF CERTIFICATES FOR SERIES A PREFERRED SHARES ARE SENT BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

No alternative, conditional or contingent tenders will be accepted, and no
fractional Series A Preferred Shares will be accepted for exchange. By executing
this Letter of Transmittal (or facsimile hereof), the tendering holder waives
any right to receive any notice of the acceptance of the Series A Preferred
Shares for exchange.

3. INADEQUATE SPACE.

If the space provided herein is inadequate, the certificate numbers and/or
the number of Series A Preferred Shares should be listed on a separate signed
schedule attached hereto.

4. PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY SHAREHOLDERS).

If fewer than all the Series A Preferred Shares represented by any
certificate delivered to the Exchange Agent are to be tendered, fill in the
number of Series A Preferred Shares which are to be tendered in the box entitled
"Number of Shares Tendered." In such case, a new certificate for the remainder
of the Series A Preferred Shares represented by the old certificate will be sent
to the person(s) signing this Letter of Transmittal, unless otherwise provided
in the appropriate box on this Letter of Transmittal, as promptly as practicable
following the Expiration Date. All Series A Preferred Shares represented by
certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.

If this Letter of Transmittal is signed by the registered holder(s) of the
Series A Preferred Shares tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.

If any of the Series A Preferred Shares tendered hereby are held of record
by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Series A Preferred Shares tendered hereby are registered in
different names on different certificates, it will be necessary to complete,
sign and submit as many separate Letters of Transmittal as there are differed
registrations of certificates.

If this Letter of Transmittal is signed by the registered holder(s) of the
Series A Preferred Shares tendered hereby, no endorsements of certificates or
separate stock powers are required unless Preferred Securities issued in
exchange therefor are to be issued, or Series A Preferred Shares not tendered or
not exchanged are to be returned, in the name of any person other than the
registered holder(s). Signatures on any such certificates or stock powers must
be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Series A Preferred Shares tendered hereby,
certificates must be endorsed or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificates for such Series A Preferred Shares. Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Trust of the authority of such person so to act must be submitted.

6. STOCK TRANSFER TAXES.

MBNA will pay all stock transfer taxes, if any, applicable to the exchange
of any Series A Preferred Shares pursuant to the Offer. If, however,
certificates representing Preferred Securities or Series A Preferred Shares not
tendered or accepted for exchange are to be delivered to, or are to be issued in
the name of, any person other than the registered holder of the Series A
Preferred Shares tendered or if a transfer tax is imposed for any reason other
than the exchange of
<PAGE> 10

Series A Preferred Shares pursuant to the Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.

7. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.

If certificates representing Preferred Securities are to be issued in the
name of, or any Series A Preferred Shares not tendered or not accepted for
exchange are to be issued or to be returned to, a person other than the
person(s) signing this Letter of Transmittal or any certificates for Preferred
Securities or certificates for Series A Preferred Shares not tendered or not
accepted for exchange are to be mailed to someone other than the person(s)
signing this Letter of Transmittal or to the person(s) signing this Letter of
Transmittal at an address other than that shown above, the appropriate boxes on
this Letter of Transmittal should be completed.

8. SUBSTITUTE FORM W-9.

Under the federal income tax laws, the Trust may be required to withhold
31% of the amount of any payments made and/or the fair market value of any
Preferred Securities to be distributed to a holder of Series A Preferred Shares
in exchange therefor pursuant to the Offer or with respect to the amount of any
payments made to certain holders of Preferred Securities. In order to avoid such
backup withholding, each tendering holder, and, if applicable, each other payee,
must provide such holder's or payee's correct taxpayer identification number and
certify, under penalties of perjury, that such holder or payee is not subject to
such backup withholding by completing the Substitute Form W-9 set forth below
under "Important Tax Information." In general, if a tendering holder or payee is
an individual, the taxpayer identification number is the Social Security number
of such individual. If the Trust (or the Exchange Agent) is not provided with
the correct taxpayer identification numbers, the tendering holder or payee may
be subject to a $50 penalty imposed by the Internal Revenue Service. Certain
tendering holders or payees (including, among others, all corporations and
certain foreign individual(s)) are not subject to these backup withholding and
reporting requirements. In order to satisfy the Trust (or the Exchange Agent)
that a foreign individual qualifies as an exempt recipient, such tendering
holder or payee must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt foreign status. Such statements must be
made on an IRS Form W-8, a copy of which can be obtained from the Exchange
Agent. For further information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and/or how to complete the
Substitute Form W-9 if the Series A Preferred Shares being tendered are held in
more than one name and/or the Preferred Securities will be held in more than one
name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.

9. WAIVER OF CONDITIONS.

The conditions of the Offer may be waived by the Trust from time to time in
accordance with, and subject to the limitations described in, the Prospectus,
provided that acceptance of Series A Preferred Shares validly tendered in the
Offer is subject to the condition that as of the Expiration Date there be at
least 400 record or beneficial holders of at least 1,000,000 Preferred
Securities to be issued in exchange for such Series A Preferred Shares, which
condition may not be waived.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

Requests for assistance or additional copies of the Prospectus and this
Letter of Transmittal may be obtained from the Information Agent, the Dealer
Manager or the Exchange Agent at their respective addresses or telephone numbers
set forth below.

11. SOLICITED TENDERS.

MBNA will pay to a Soliciting Dealer (as defined herein) a solicitation fee
of $0.50 per Series A Preferred Share ($0.25 per Series A Preferred Share with
respect to the solicitation of beneficial holders of 10,000 or more shares)
validly tendered and accepted for exchange pursuant to the Offer. For purposes
of this Instruction 11, "Soliciting Dealer" includes (i) any broker or dealer in
securities, including the Dealer Manager in their capacity as dealer or broker,
who is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or
dealer not eligible for membership in the NASD who agrees to conform to the
NASD's Rules of Fair Practice in soliciting tenders outside the United States to
the same extent as though it were an NASD member, or (iii) any bank or trust
company, any one of whom has solicited and obtained a tender pursuant to the
Offer. No such fee shall be payable to a Soliciting Dealer in respect of Series
A Preferred Shares registered in the name of such Soliciting Dealer unless such
Series A Preferred Shares are held by such Soliciting Dealer as nominee and such
Series A Preferred Shares are being tendered for the benefit of one or more
beneficial owners identified on the Letter of
<PAGE> 11

Transmittal or on the Notice of Solicited Tenders (included in the materials
provided to brokers and dealers). No solicitation fee shall be payable to a
Soliciting Dealer with respect to the tender of Series A Preferred Shares unless
the Letter of Transmittal accompanying such tender designates such Soliciting
Dealer as such in the box captioned "Solicited Tenders."

If tendered Series A Preferred Shares are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with DTC, the
Soliciting Dealer must return a Notice of Solicited Tenders to the Exchange
Agent within three NYSE trading days after the Expiration Date in order to
receive a solicitation fee. No solicitation fee shall be payable to a Soliciting
Dealer in respect of Series A Preferred Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such Series A Preferred Shares are held by such Soliciting Dealer as
nominee and such Series A Preferred Shares are being tendered for the benefit of
one or more beneficial owners identified on the Letter of Transmittal or the
Notice of Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Series A Preferred Shares by the
holder of record, for the benefit of the beneficial owner, unless the beneficial
owner has designated such Soliciting Dealer.

12. LOST, STOLEN OR DESTROYED CERTIFICATES FOR SERIES A PREFERRED SHARES.

Any holder of Series A Preferred Shares whose certificate(s) for such
shares have been lost, stolen or destroyed should contact either the Exchange
Agent or Information Agent at their respective addresses shown on the back page
of this Letter of Transmittal for special instructions.

13. IRREGULARITIES.

All questions as to the number of Series A Preferred Shares to be accepted,
the validity, form, eligibility (including time of receipt) and acceptance of
any tender of Series A Preferred Shares will be determined by MBNA, in its sole
discretion, which determination shall be final and binding. MBNA reserves the
absolute right to reject any or all tenders made pursuant to the Offer
determined by it not to be in appropriate form or the acceptance of or payment
for any Series A Preferred Shares which would, in the opinion of MBNA's counsel,
be unlawful. MBNA also reserves the absolute right to waive any of the
conditions set forth in the Offer or any defect or irregularity in any tender
with respect to any particular Series A Preferred Shares or any particular
shareholder, and MBNA's interpretation of the terms and conditions of the Offer
(including these instructions) will be final and binding. Tenders will not be
deemed to have been made until all defects and irregularities have been cured or
waived prior to the Expiration Date or such times as MBNA shall determine.
Neither MBNA, the Exchange Agent, the Information Agent, the Dealer Manager nor
any other person will be obligated to give notice of defects or irregularities
in tenders, nor shall any of them incur any liability for failure to give any
such notice.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a tendering holder is required
to provide the Trust (as payor) with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the tendering
holder is an individual, the TIN is his or her social security number. If the
Trust is not provided with the correct TIN, payments that are made to such
tendering holder or other payee and the fair market value of the Preferred
Securities that otherwise would be distributed to such tendering shareholder
pursuant to the Offer, and payments that are made in respect to the Preferred
Securities may be subject to 31% backup withholding.

Certain tendering holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
information reporting requirements. In order for a foreign individual to qualify
as an exempt recipient, the tendering holder must submit an IRS Form W-8, signed
under penalties of perjury, attesting to that individual's exempt status. An IRS
Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
more instructions.

If backup withholding applies, the Trust is required to withhold 31% of (i)
the sum of (x) any payments made to a tendering holder or other payee and (y)
the fair market value of the Preferred Securities that would be distributed to
such tendering shareholder pursuant to the offer, and (ii) any payments that are
made in respect to the Preferred Securities. Such withholding obligation may
cause MBNA (or the Exchange Agent) to sell some portion of the Preferred
Securities that otherwise would have been distributed to a tendering holder.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld, provided that the required information is given to the Internal
Revenue Service. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.

The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 3 is checked, the
tendering holder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid

<PAGE> 12

backup withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the Trust
will withhold 31% of (i) all payments made prior to the time properly certified
TIN is provided to the Trust and (ii) of the Preferred Securities that otherwise
would be distributed to such holder. However, such amounts and/or Preferred
Securities will be refunded to each tendering holder if a TIN is provided to the
Trust (or the Exchange Agent) within 60 days.

A tendering holder is required to give the Trust (or the Exchange Agent)
the TIN (e.g., social security number or employer identification number) of the
record owner of the Series A Preferred Shares or of the last transferee
appearing on the transfers attached to, or endorsed on, the Series A Preferred
Shares. If the Series A Preferred Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.

<PAGE> 13

PAYER'S NAME: THE BANK OF NEW YORK

<TABLE>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN SOCIAL SECURITY NUMBER
THE BOX AT RIGHT AND CERTIFY BY OR EMPLOYER
FORM W-9 SIGNING AND DATING BELOW. IDENTIFICATION NUMBER

---------------------------------
--------------------------------------------------------------------------------------------
PART 2 -- Check the box if you are NOT subject to backup withholding under the provisions
DEPARTMENT OF THE of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you are exempt from
TREASURY, INTERNAL backup withholding, (2) you have not been notified that you are subject to backup
REVENUE SERVICE withholding as a result of failure to report all interest or dividends or (3) the Internal
Revenue Service has notified you that you are no longer subject to backup withholding [ ]
--------------------------------------------------------------------------------------------
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS
PAYER'S REQUEST FOR FORM IS TRUE, CORRECT, AND COMPLETE.
TAXPAYER IDENTIFICATION SIGNATURE______________________________________ PART 3
NUMBER (TIN) AND AWAITING
CERTIFICATION DATE___________________________________________ TIN [ ]
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
31% of all reportable payments made to me will be withheld until I provide a
number and that if such number is provided to you within sixty (60) days, such
withheld amounts will be refunded.

SIGNATURE__________________________________________ DATE_______________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.

<PAGE> 1

NOTICE OF GUARANTEED DELIVERY

This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if (i) certificates for shares of 7.50%
Cumulative Preferred Stock, Series A (the "Series A Preferred Shares"), of MBNA
Corporation ("MBNA"), cannot be delivered to the Exchange Agent by the
Expiration Date (as defined in the Prospectus of MBNA and MBNA Capital C dated
February 27, 1997 (the "Prospectus")), (ii) the procedure for book-entry
transfer of Series A Preferred Shares (as set forth in the Prospectus) cannot be
completed by the Expiration Date or (iii) the Letter of Transmittal (or a
facsimile thereof) and all other required documents cannot be delivered to the
Exchange Agent prior to the Expiration Date (as defined in the Prospectus). This
form, properly completed and duly executed, may be delivered by hand, facsimile
transmission or mail to the Exchange Agent. See the Prospectus.

THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON

WEDNESDAY, MARCH 26, 1997, UNLESS THE OFFER IS EXTENDED.

THE EXCHANGE AGENT FOR THE OFFER IS:
THE BANK OF NEW YORK

<TABLE>
<S> <C>
BY HAND OR BY MAIL (REGISTERED OR
OVERNIGHT COURIER: CERTIFIED MAIL RECOMMENDED):
The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department
101 Barclay Street P.O. Box 11248
Receive and Deliver Window Church Street Station
New York, New York 10286 New York, New York 10286-1248
</TABLE>

BY FACSIMILE:

(For Eligible Institutions Only)

(212) 815-6213

CONFIRM RECEIPT BY TELEPHONE:
(800) 507-9357

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
NUMBER TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
<PAGE> 2

LADIES AND GENTLEMEN:

The undersigned hereby tenders to MBNA Capital C (the "Trust"), upon the
terms and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal (which together constitute the "Offer"), receipt of which
is hereby acknowledged, the number of Series A Preferred Shares set forth below,
pursuant to the guaranteed delivery procedure set forth in the Prospectus:

Number of Series A Preferred
Shares Tendered:

Certificate Nos. (if available):

Check if Series A Preferred Shares will be tendered by book-entry transfer
effected by The Depository
Trust Company: [ ]

Name of
Tendering Institution:
Account Number

SIGN HERE

(Signature(s))

(Name(s)) (Please print)

(Address(es))

(City, state and zip code)

(Area code and telephone number)

[PLEASE SEE REVERSE SIDE]
<PAGE> 3

THE FOLLOWING GUARANTEE MUST BE COMPLETED

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

GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office, branch or agency in
the United States, guarantees (i) that the above named person(s) "own(s)" the
Series A Preferred Shares tendered hereby within the meaning of Rule 14e-4
under the Securities Exchange Act of 1934, as amended, (b) that such tender of
Series A Preferred Shares complies with Rule 14e-4 and (c) to deliver to the
Exchange Agent either the Series A Preferred Shares tendered hereby, in proper
form for transfer, or confirmation of the book-entry transfer of the Series A
Preferred Shares tendered hereby into the account of the Exchange Agent at The
Depository Trust Company, together with a properly completed and duly executed
Letter(s) of Transmittal (or facsimile(s) thereof), with any required
signature guarantees (or an Agent's Message (as defined in the Prospectus))
and any other required documents within three (3) New York Stock Exchange
trading days after the date of execution of this Notice.

--------------------------------------------------------------
--------------------------------------------------------------
Name of Firm Authorized Signature

--------------------------------------------------------------
Name:
Address (Please Type fo Print)

--------------------------------------------------------------
Title:
City, State and Zip Code

Telephone Number: Dated:
- --------------------------------------------------------------------------------
DO NOT SEND CERTIFICATES FOR SERIES A PREFERRED SHARES WITH THIS NOTICE OF
GUARANTEED DELIVERY. CERTIFICATES FOR SERIES A PREFERRED SHARES SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL.

<PAGE> 1

MBNA CAPITAL C

OFFER TO EXCHANGE ITS

8.25% TRUST ORIGINATED PREFERRED SECURITIES(SM)("TOPRS(SM)") (LIQUIDATION

AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY MBNA CORPORATION)

FOR ANY AND ALL OUTSTANDING SHARES OF
7.50% CUMULATIVE PREFERRED STOCK, SERIES A

(CUSIP 55262L209)

MBNA CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 26, 1997,

UNLESS THE OFFER IS EXTENDED

February 27, 1997

To Brokers, Dealers, Commercial Banks,
Trust Companies and
Other Nominees:

We have been appointed by MBNA Corporation, a Maryland corporation ("MBNA"),
and MBNA Capital C, a Delaware statutory business trust (the "Trust"), to
act as Dealer Manager in connection with the offer by the Trust to exchange,
upon the terms and subject to the conditions set forth in the Prospectus
referred to below and the related Letter of Transmittal (which together
constitute the "Offer"), its 8.25% Trust Originated Preferred Securities(SM)
("TOPrS(SM)") (the "Preferred Securities") for any and all shares of 7.50%
Cumulative Preferred Stock, Series A (the "Series A Preferred Shares"), of MBNA,
not owned by MBNA, that are validly tendered and accepted for exchange pursuant
to the Offer. In connection with the Offer, MBNA will deposit in the Trust as
trust assets it 8.25% Junior Subordinated Deferrable Interest Debentures, Series
C, due 2027 as set forth in the Prospectus referred to below.

Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Series A Preferred Share validly tendered and accepted for
exchange in the Offer.

The Trust will accept for exchange all Series A Preferred Shares validly
tendered and not withdrawn, upon the terms and subject to the conditions of the
Offer described in the Prospectus dated February 27, 1997 (the "Prospectus").

For your information and for forwarding to your clients for whom you hold
Series A Preferred Shares registered in your name or in the name of your
nominee, we are enclosing the following documents:

1. Prospectus;

2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;

3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Series A Preferred Shares and all other required documents cannot be delivered
to the Exchange Agent by the Expiration Date (as defined in the Prospectus), or
the book-entry transfer of the Series A Preferred Shares cannot be completed by
the Expiration Date;

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

(SM)"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2

4. A form of letter that may be sent to your clients for whose accounts you
hold Series A Preferred Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions and
designation of Soliciting Dealer with regard to the Offer;

5. A letter from the Executive Vice President and Chief Corporate Finance
Officer of MBNA to holders of Series A Preferred Shares that may be sent to your
clients;

6. A Question and Answer pamphlet that may be sent to your clients; and

7. A return envelope addressed to The Bank of New York, the Exchange Agent.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

THE OFFER AND WITHDRAWAL RIGHTS

WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,

MARCH 26, 1997, UNLESS THE OFFER IS EXTENDED

NONE OF MBNA, THE BOARD OF DIRECTORS OF MBNA, THE TRUSTEES OR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF SERIES A PREFERRED SHARES AS TO WHETHER
TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF SERIES A PREFERRED
SHARES ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR
DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

MBNA will pay a solicitation fee of $0.50 per Series A Preferred Share
($0.25 per Series A Preferred Share with respect to solicitation of beneficial
holders of 10,000 or more shares) for any Series A Preferred Shares validly
tendered and accepted for exchange and exchanged pursuant to the Offer and
covered by a Letter of Transmittal which designates, as having solicited and
obtained the tender, the name of (i) any broker or dealer in securities,
including the Dealer Manager in its capacity as a broker or dealer, which is a
member of any national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to the NASD's Rules
of Fair Practice in soliciting tenders outside the United States to the same
extent as though it were an NASD member, or (iii) any bank or trust company
(each of which is referred to herein as a "Soliciting Dealer"). No solicitation
fee shall be payable to a Soliciting Dealer with respect to the tender of Series
A Preferred Shares by a holder unless the Letter of Transmittal accompanying
such tender designates such Soliciting Dealer as such in the box captioned
"Solicited Tenders."

Soliciting Dealers will include any of the organizations described in
clauses (i), (ii) and (iii) above even when the activities of such organizations
in connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including the Prospectus and Letter of Transmittal, and
tendering Series A Preferred Shares as directed by beneficial owners thereof. No
Soliciting Dealer is required to make any recommendation to holders of Series A
Preferred Shares as to whether to tender or refrain from tendering in the Offer.
No assumption is made, in making payment to any Soliciting Dealer, that its
activities in connection with the Offer included any activities other than those
described above, and for all purposes noted in all materials relating to the
Offer, the term "solicit" shall be deemed to mean no more than "processing
shares tendered" or "forwarding to customers materials regarding the Offer."

If tendered Series A Preferred Shares are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with The Depository
Trust Company, the Soliciting Dealer must return a Notice of Solicited Tenderers
to the Exchange Agent within three New York Stock Exchange trading days after
the Expiration Date in order to receive a solicitation fee. Such Notice of
Solicited Tenders is attached hereto on page 4. No solicitation fee shall be
payable to a Soliciting Dealer in respect of Series A Preferred Shares (i)
beneficially owned by such Soliciting Dealer or (ii) registered in the name of
such Soliciting Dealer unless such Series A Preferred Shares are held by such
Soliciting Dealer as nominee and such Series A Preferred Shares are being
tendered for the benefit of one or more beneficial owners identified on the
Letter of Transmittal or the Notice of Solicited Tenders. No solicitation fee
shall be payable to the Soliciting Dealer with respect to the tender of Series A
Preferred Shares by the holder of record, for the benefit of the beneficial
owner, unless the beneficial owner has designated such Soliciting Dealer.

No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such fee
to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of MBNA, the Trust, the
Trustees, the Exchange Agent, the Information Agent or the Dealer Manager for
purposes of the Offer.
<PAGE> 3

MBNA will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers. MBNA will pay all stock transfer
taxes applicable to the acceptance of Series A Preferred Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.

Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.

Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth below.

Very truly yours,

MERRILL LYNCH & CO.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF MBNA, THE TRUST, THE TRUSTEES OF THE TRUST, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
<PAGE> 4

MBNA CAPITAL C

NOTICE OF SOLICITED TENDERS

List below the number of Series A Preferred Shares whose tender you have
solicited. All Series A Preferred Shares beneficially owned by a beneficial
owner, whether in one account or several, and in however many capacities, must
be aggregated for purposes of completing the tables below. Any questions as to
what constitutes beneficial ownership should be directed to the Exchange Agent.
If the space below is inadequate, list the Series A Preferred Shares on a
separate signed schedule and affix the list to this Notice of Solicited Tenders.

ALL NOTICE OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT
WITHIN THREE NYSE TRADING DAYS AFTER THE EXPIRATION DATE AT THE ADDRESS SET
FORTH ON THE BACK COVER OF THE PROSPECTUS. ALL QUESTIONS CONCERNING THE NOTICES
OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION AGENT AT THE
TELEPHONE NUMBER SET FORTH BELOW. NOTICE MAY BE FAXED TO THE EXCHANGE AGENT AT
(212) 815-6213, CONFIRMATION NUMBER (212) 815-6173. ENCLOSE ADDITIONAL PAGES AS
NEEDED.

BENEFICIAL HOLDERS OF FEWER THAN 10,000 SERIES A PREFERRED SHARES

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
TENDER SHARES
--------------------------------------------------------------
NUMBER OF DTC
SHARES PARTICIPANT
BENEFICIAL OWNERS TENDERED VOI NUMBER NUMBER
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Beneficial Owner No. 1
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 2
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 3
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 4
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 5
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 6
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 7
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 8
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 9
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 10
- ----------------------------------------------------------------------------------------------------------
Total
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5

BENEFICIAL HOLDERS OF 10,000 OR MORE SERIES A PREFERRED SHARES

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
TENDER SHARES
----------------------------------------------------------
NUMBER OF DTC
SHARES PARTICIPANT
BENEFICIAL OWNERS TENDERED VOI NUMBER NUMBER
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Beneficial Owner No. 1
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 2
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 3
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 4
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 5
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 6
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 7
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 8
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 9
- ----------------------------------------------------------------------------------------------------------
Beneficial Owner No. 10
- ----------------------------------------------------------------------------------------------------------
Total
- ----------------------------------------------------------------------------------------------------------
</TABLE>

All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited Tenders
or incur any liability for failure to give such notification.

<PAGE> 6

The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus (unless the undersigned is not
being compensated for such solicitation); (iii) in soliciting tenders of Series
A Preferred Shares, it has used no soliciting materials other than those
furnished by MBNA or the Trust; and (iv) if it is a foreign broker or dealer not
eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations outside the United States to the
same extent as though it were a NASD member.

<TABLE>
<S> <C>
- ------------------------------------------------------ ------------------------------------------------------
PRINT FIRM NAME ADDRESS

- ------------------------------------------------------ ------------------------------------------------------
AUTHORIZED SIGNATURE CITY, STATE, ZIP CODE

- ------------------------------------------------------ ------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER ATTENTION
</TABLE>

DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE
LETTER OF TRANSMITTAL.
- --------------------------------------------------------------------------------
SOLICITATION FEE PAYMENT INSTRUCTIONS

Issue check to:

Name

(PLEASE PRINT)

Address

(INCLUDE ZIP CODE)

(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
- --------------------------------------------------------------------------------
<PAGE> 7

THE INFORMATION AGENT FOR THE OFFER IS:

MORROW & CO., INC.
909 Third Avenue
20th Floor
New York, New York 10022

(212) 754-8000

(800) 566-9061 (Toll-Free)

Banks and Brokerage Firms, Please Call:

(800) 662-5200 (Toll-Free)

THE DEALER MANAGER FOR THE OFFER IS:

MERRILL LYNCH & CO.
World Financial Center
North Tower -- Seventh Floor
New York, New York 10281

(888) ML4-TNDR (Toll-Free)

(888) 654-8637 (Toll-Free)

THE EXCHANGE AGENT FOR THE OFFER IS:

THE BANK OF NEW YORK

Tender and Exchange Department

101 Barclay Street

New York, NY 10286

(800) 507-9357

<PAGE> 1

MBNA CAPITAL C

OFFER TO EXCHANGE ITS

8.25% TRUST ORIGINATED PREFERRED SECURITIES(SM) ("TOPRS(SM)")

(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY AND GUARANTEED
TO THE EXTENT SET FORTH IN THE PROSPECTUS BY MBNA CORPORATION)

FOR ANY AND ALL OUTSTANDING SHARES OF
7.50% CUMULATIVE PREFERRED STOCK, SERIES A

(CUSIP 55262L209)

MBNA CORPORATION
- --------------------------------------------------------------------------------

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 26, 1997,
UNLESS THE OFFER IS EXTENDED

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

February 27, 1997

To Our Clients:

Enclosed for your consideration are the Prospectus dated February 27, 1997 (the
"Prospectus") and the Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by MBNA Capital C, a Delaware statutory
business trust (the "Trust"), to exchange its 8.25% Trust Originated Preferred
Securities(SM) ("TOPrS(SM)") (the "Preferred Securities"), for any and all
shares of 7.50% Cumulative Preferred Stock, Series A (the "Series A Preferred
Shares"), of MBNA Corporation, a Maryland corporation ("MBNA"), not owned by
MBNA, that are validly tendered and accepted for exchange pursuant to the Offer.
In connection with the Offer, MBNA will deposit in the Trust as trust assets its
8.25% Junior Subordinated Deferrable Interest Debentures, Series C, due 2027 as
set forth in the Prospectus.

Pursuant to the Offer, exchanges will be made on the basis of one Preferred
Security for each Series A Preferred Share validly tendered and accepted for
exchange in the Offer.

The Trust will accept for exchange Series A Preferred Shares validly
tendered and not withdrawn, upon the terms and subject to the conditions of the
Offer. We are the holder of record of Series A Preferred Shares held for your
account. A tender of such Series A Preferred Shares can be made only by us as
the holder of record and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Series A Preferred Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of
the Series A Preferred Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal. We also request that you designate, in the box captioned
"Soliciting Tenders," any Soliciting Dealer who solicited your tender of Series
A Preferred Shares.

Your attention is called to the following:

1. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Wednesday, March 26, 1997, unless the Offer is extended.

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

(SM)"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
<PAGE> 2

2. Consummation of the Offer is conditioned on, among other things, tenders
by a sufficient number of holders of Series A Preferred Shares such that there
be at least 400 record or beneficial holders of at least 1,000,000 Preferred
Securities to be issued in exchange for such Series A Preferred Shares (the
"Minimum Distribution Condition"), which condition may not be waived.

3. The Trust expressly reserves the right, in its sole discretion, subject
to applicable law, to (i) terminate the Offer and not accept for exchange any
Series A Preferred Shares and promptly return all Series A Preferred Shares upon
the failure of any of the conditions specified above and in "The Offer --
Conditions to the Offer" in the Prospectus, (ii) waive any condition to the
Offer (other than the Minimum Distribution Condition) and accept all Series A
Preferred Shares previously tendered pursuant to the Offer, (iii) extend the
Expiration Date of the Offer and retain all Series A Preferred Shares tendered
pursuant to such Offer until the Expiration Date, subject, however, to all
withdrawal rights of holders, see "The Offer -- Withdrawal of Tenders" in the
Prospectus, (iv) amend the terms of the Offer, (v) modify the form of the
consideration to be paid pursuant to the Offer, or (vi) not accept for exchange
Series A Preferred Shares at any time on or prior to the Expiration Date, for
any reason, including, without limitation, if fewer than 100,000 Series A
Preferred Shares would remain outstanding upon acceptance of those tendered
(which condition may be waived by the Trust). Any amendment applicable to the
Offer will apply to all Series A Preferred Shares tendered pursuant to the
Offer. The minimum period during which the Offer must remain open following
material changes in the terms of the Offer or the information concerning the
Offer, other than a change in the amount of Series A Preferred Shares sought for
exchange or an increase or decrease in the consideration offered to holders of
Series A Preferred Shares, depends upon the facts and circumstances, including
the relative materiality of such terms or information. See "The
Offer -- Expiration Date; Extensions; Amendments; Termination" in the
Prospectus.

4. Tendering shareholders will not pay brokerage fees or commissions,
solicitation fees or, subject to Instruction 6 of the Letter of Transmittal, any
stock transfer taxes applicable to the exchange of Series A Preferred Shares
pursuant to the Offer.

Please note that a Question and Answer Pamphlet regarding the Preferred
Securities is enclosed for your information.

If your wish to have us tender any or all of your Series A Preferred
Shares, please so instruct us by completing, executing, detaching and returning
to us the instructions form on the detachable part hereof. An envelope to return
your instructions to us is enclosed. If you authorize tender of your Series A
Preferred Shares, all such Series A Preferred Shares will be tendered unless
otherwise specified on the detachable part hereof. Your instructions should be
forwarded to us in ample time to permit us to submit a tender on your behalf by
the Expiration Date.

THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON
BEHALF OF, HOLDERS OF SERIES A PREFERRED SHARES IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF WHICH REQUIRE THAT
THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO
BE MADE ON BEHALF OF THE TRUST BY MERRILL LYNCH & CO. OR ONE OR MORE REGISTERED
BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
<PAGE> 3

INSTRUCTIONS WITH RESPECT TO THE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated February 27, 1997 and the Letter of Transmittal in connection
with the Offer by the Trust to exchange its Preferred Securities for any and all
Series A Preferred Shares of MBNA that are validly tendered and accepted for
exchange. Pursuant to the Offer, exchanges will be made on the basis of one
Preferred Security for each Series A Preferred Share validly tendered and
accepted for exchange in the Offer.

This will instruct you to tender the number of Series A Preferred Shares
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal.

[ ] By checking this box, all Series A Preferred Shares held by you for our
account, including fractional shares, will be tendered in the Offer. If
fewer than all Series A Preferred Shares are to be tendered, we have checked
the box below and indicated the aggregate number of Series A Preferred
Shares to be tendered by you.

[ ] shares*
- ---------------

* Unless otherwise indicated, it will be assumed that all Series A Preferred
Shares held by us for your account are to be tendered.

SIGN HERE

Signature(s):________________________________________________________________

Name(s):_____________________________________________________________________

Address:_____________________________________________________________________

_____________________________________________________________________________

Social Security or Taxpayer ID No.:__________________________________________

Dated:_______________________________________________________________________

(SEE OTHER SIDE)
<PAGE> 4

PLEASE DESIGNATE IN THE BOX BELOW ANY SOLICITING DEALER
WHO SOLICITED YOUR TENDER.

SOLICITED TENDERS

The undersigned represents that the Soliciting Dealer who solicited and obtained
this tender is:

Name of Firm:
(Please print)

Name of Individual Broker
or Financial Consultant:

Identification Number (if known):
Address:
- --------------------------------------------------------------------------------
(Include zip code)

SIGN HERE

<TABLE>
<S> <C>
X
- ------------------------------------------------- ---------------------------------------------------
X
- ------------------------------------------------- ---------------------------------------------------
Signature(s) Print name(s) and address(es) here
Dated ---------------------------
</TABLE>

<PAGE> 1
EXHIBIT 99(e)

___________, 199__

EXCHANGE AGENT AGREEMENT

The Bank of New York
Corporate Trust Trustee Administration
101 Barclay Street - 21st Floor
New York, New York 10286

Ladies and Gentlemen:

___________________________ (the "Company") proposes
to make an offer (the "Exchange Offer") to exchange its
___________________________ (the "Old Securities") for its
___________________________ (the "New Securities"). The terms and conditions
of the Exchange Offer as currently contemplated are set forth in a prospectus,
dated ___________, 199__ (the "Prospectus"), proposed to be distributed to all
record holders of the Old Securities. The Old Securities and the New
Securities are collectively referred to herein as the "Securities".

The Company hereby appoints The Bank of New York to
act as exchange agent (the "Exchange Agent") in connection with the Exchange
Offer. References hereinafter to "you" shall refer to The Bank of New York.

The Exchange Offer is expected to be commenced by the
Company on or about _____________, 199_. The Letter of Transmittal
accompanying the Prospectus (or in the case of book entry securities, the ATOP
system) is to be used by the holders of the Old Securities to accept the
Exchange Offer and contains instructions with respect to the delivery of
certificates for Old Securities tendered in connection therewith.

The Exchange Offer shall expire at 5:00 P.M., New
York City time, on _____________, 199__ or on such later date or time to which
the Company may extend the Exchange Offer (the "Expiration Date"). Subject to
the terms and conditions set forth in the Prospectus, the Company expressly
reserves the right to extend the Exchange Offer from time to time and may
extend the Exchange Offer by giving oral (confirmed in writing) or written
notice to you before 9:00 A.M., New York City time, on the business day
following the previously scheduled Expiration Date.

[The Company expressly reserves the right to amend or
terminate the Exchange Offer, and not to accept for exchange any Old Securities
not theretofore accepted for exchange, upon the occurrence of any of the
conditions of the Exchange Offer specified in the Prospectus under the caption
["The Exchange Offer -- Certain Conditions to the Exchange Offer."] The
Company will give oral (confirmed in writing) or written notice of any
amendment, termination or nonacceptance to you as promptly as practicable.]
<PAGE> 2
2

In carrying out your duties as Exchange Agent, you
are to act in accordance with the following instructions:

1. You will perform such duties and only such
duties as are specifically set forth in the section of the Prospectus captioned
["The Exchange Offer"] or as specifically set forth herein; provided, however,
that in no way will your general duty to act in good faith be discharged by the
foregoing.

2. You will establish an account with respect to
the Old Securities at The Depository Trust Company (the "Book-Entry Transfer
Facility") for purposes of the Exchange Offer within two business days after
the date of the Prospectus, and any financial institution that is a participant
in the Book-Entry Transfer Facility's systems may make book-entry delivery of
the Old Securities by causing the Book-Entry Transfer Facility to transfer such
Old Securities into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.

3. You are to examine each of the Letters of
Transmittal and certificates for Old Securities (or confirmation of book-entry
transfer into your account at the Book-Entry Transfer Facility) and any other
documents delivered or mailed to you by or for holders of the Old Securities to
ascertain whether: (i) the Letters of Transmittal and any such other documents
are duly executed and properly completed in accordance with instructions set
forth therein and (ii) the Old Securities have otherwise been properly
tendered. In each case where the Letter of Transmittal or any other document
has been improperly completed or executed or any of the certificates for Old
Securities are not in proper form for transfer or some other irregularity in
connection with the acceptance of the Exchange Offer exists, you will endeavor
to inform the presenters of the need for fulfillment of all requirements and to
take any other action as may be necessary or advisable to cause such
irregularity to be corrected.

4. With the approval of the President, Senior
Vice President, Executive Vice President, or any Vice President of the Company
(such approval, if given orally, to be confirmed in writing) or any other party
designated by such an officer in writing, you are authorized to waive any
irregularities in connection with any tender of Old Securities pursuant to the
Exchange Offer.

5. Tenders of Old Securities may be made only as
set forth in the Letter of Transmittal and in the section of the Prospectus
captioned ["The Exchange Offer -- Procedures for Tendering Old Securities"],
and Old Securities shall be considered properly tendered to you only when
tendered in accordance with the procedures set forth therein.

Notwithstanding the provisions of this paragraph 5,
Old Securities which the President, Senior Vice President, Executive Vice
President, or any Vice President of the Company shall approve
<PAGE> 3
3

as having been properly tendered shall be considered to be properly tendered
(such approval, if given orally, shall be confirmed in writing).

6. You shall advise the Company with respect to
any Old Securities received subsequent to the Expiration Date and accept its
instructions with respect to disposition of such Old Securities.

7. You shall accept tenders:

(a) in cases where the Old Securities are
registered in two or more names only if signed by all named holders;

(b) in cases where the signing person (as
indicated on the Letter of Transmittal) is acting in a fiduciary or a
representative capacity only when proper evidence of his or her authority so to
act is submitted; and

(c) from persons other than the registered holder
of Old Securities provided that customary transfer requirements, including any
applicable transfer taxes, are fulfilled.

You shall accept partial tenders of Old Securities
where so indicated and as permitted in the Letter of Transmittal and deliver
certificates for Old Securities to the transfer agent for split-up and return
any untendered Old Securities to the holder (or such other person as may be
designated in the Letter of Transmittal) as promptly as practicable after
expiration or termination of the Exchange Offer.

8. Upon satisfaction or waiver of all of the
conditions to the Exchange Offer, the Company will notify you (such notice if
given orally, to be confirmed in writing) of its acceptance, promptly after the
Expiration Date, of all Old Securities properly tendered and you, on behalf of
the Company, will exchange such Old Securities for New Securities and cause
such Old Securities to be cancelled. Delivery of New Securities will be made
on behalf of the Company by you at the rate of $1,000 principal amount of New
Securities for each $1,000 principal amount of the corresponding series of Old
Securities tendered promptly after notice (such notice if given orally, to be
confirmed in writing) of acceptance of said Old Securities by the Company;
provided, however, that in all cases, Old Securities tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by you of
certificates for such Old Securities (or confirmation of book-entry transfer
into your account at the Book-Entry Transfer Facility), a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) with any
required signature guarantees and any other required documents. You shall
issue New Securities only in denominations of $1,000 or any integral multiple
thereof.

9. Tenders pursuant to the Exchange Offer are
irrevocable, except that, subject to the terms and upon the con-
<PAGE> 4
4

ditions set forth in the Prospectus and the Letter of Trans mittal, Old
Securities tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date.

10. The Company shall not be required to exchange
any Old Securities tendered if any of the conditions set forth in the Exchange
Offer are not met. Notice of any decision by the Company not to exchange any
Old Securities tendered shall be given (and confirmed in writing) by the
Company to you.

11. If, pursuant to the Exchange Offer, the
Company does not accept for exchange all or part of the Old Securities tendered
because of an invalid tender, the occurrence of certain other events set forth
in the Prospectus under the caption ["The Exchange Offer -- Certain Conditions
to the Exchange Offer"] or otherwise, you shall as soon as practicable after
the expiration or termination of the Exchange Offer return those certificates
for unaccepted Old Securities (or effect appropriate book-entry transfer),
together with any related required documents and the Letters of Transmittal
relating thereto that are in your possession, to the persons who deposited
them.

12. All certificates for reissued Old Securities,
unaccepted Old Securities or for New Securities shall be forwarded by (a)
first-class certified mail, return receipt requested under a blanket surety
bond protecting you and the Company from loss or liability arising out of the
non-receipt or non-delivery of such certificates or (b) by registered mail
insured separately for the replacement value of each of such certificates.

13. You are not authorized to pay or offer to pay
any concessions, commissions or solicitation fees to any broker, dealer, bank
or other persons or to engage or utilize any person to solicit tenders.

14. As Exchange Agent hereunder you:

(a) shall have no duties or obligations
other than those specifically set forth herein or as may be subsequently agreed
to in writing by you and the Company;

(b) will be regarded as making no
representations and having no responsibilities as to the validity, sufficiency,
value or genuineness of any of the certificates or the Old Securities
represented thereby deposited with you pursuant to the Exchange Offer, and will
not be required to and will make no representation as to the validity, value or
genuineness of the Exchange Offer;

(c) shall not be obligated to take any
legal action hereunder which might in your reasonable judgment involve any
expense or liability, unless you shall have been furnished with reasonable
indemnity;
<PAGE> 5
5

(d) may reasonably rely on and shall be
protected in acting in reliance upon any certificate, instrument, opinion,
notice, letter, telegram or other document or security delivered to you and
reasonably believed by you to be genuine and to have been signed by the proper
party or parties;

(e) may reasonably act upon any tender,
statement, request, comment, agreement or other instrument whatsoever not only
as to its due execution and validity and effectiveness of its provisions, but
also as to the truth and accuracy of any information contained therein, which
you shall in good faith believe to be genuine or to have been signed or
represented by a proper person or persons;

(f) may rely on and shall be protected
in acting upon written or oral instructions from any officer of the Company;

(g) may consult with your counsel with
respect to any questions relating to your duties and responsibilities and the
advice or opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by
you hereunder in good faith and in accordance with the advice or opinion of
such counsel; and

(h) shall not advise any person
tendering Old Securities pursuant to the Exchange Offer as to the wisdom of
making such tender or as to the market value or decline or appreciation in
market value of any Old Securities.

15. You shall take such action as may from time
to time be requested by the Company or its counsel (and such other action as
you may reasonably deem appropriate) to furnish copies of the Prospectus,
Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the
Prospectus) or such other forms as may be approved from time to time by the
Company, to all persons requesting such documents and to accept and comply with
telephone requests for information relating to the Exchange Offer, provided
that such information shall relate only to the procedures for accepting (or
withdrawing from) the Exchange Offer. The Company will furnish you with copies
of such documents at your request. All other requests for information relating
to the Exchange Offer shall be directed to the Company, Attention:_____________.

16. You shall advise by facsimile transmission or
telephone, and promptly thereafter confirm in writing to ___________________ of
the Company and such other person or persons as it may request, daily (and more
frequently during the week immediately preceding the Expiration Date and if
otherwise requested) up to and including the Expiration Date, as to the number
of Old Securities which have been tendered pursuant to the Exchange Offer and
the items received by you pursuant to this Agreement, separately reporting and
giving cumulative totals as to items properly received and items improperly
received. In addition, you will also inform, and cooperate in making available
to, the Company
<PAGE> 6
6

or any such other person or persons upon oral request made from time to time
prior to the Expiration Date of such other information as it or he or she
reasonably requests. Such cooperation shall include, without limitation, the
granting by you to the Company and such person as the Company may request of
access to those persons on your staff who are responsible for receiving
tenders, in order to ensure that immediately prior to the Expiration Date the
Company shall have received information in sufficient detail to enable it to
decide whether to extend the Exchange Offer. You shall prepare a final list of
all persons whose tenders were accepted, the aggregate principal amount of Old
Securities tendered, the aggregate principal amount of Old Securities accepted
and deliver said list to the Company.

17. Letters of Transmittal and Notices of
Guaranteed Delivery shall be stamped by you as to the date and the time of
receipt thereof and shall be preserved by you for a period of time at least
equal to the period of time you preserve other records pertaining to the
transfer of securities. You shall dispose of unused Letters of Transmittal and
other surplus materials by returning them to the Company.

18. You hereby expressly waive any lien,
encumbrance or right of set-off whatsoever that you may have with respect to
funds deposited with you for the payment of transfer taxes by reasons of
amounts, if any, borrowed by the Company, or any of its subsidiaries or
affiliates pursuant to any loan or credit agreement with you or for
compensation owed to you hereunder.

19. For services rendered as Exchange Agent
hereunder, you shall be entitled to such compensation as set forth on Schedule
I attached hereto.

20. You hereby acknowledge receipt of the
Prospectus and the Letter of Transmittal and further acknowledge that you have
examined each of them. Any inconsistency between this Agreement, on the one
hand, and the Prospectus and the Letter of Transmittal (as they may be amended
from time to time), on the other hand, shall be resolved in favor of the latter
two documents, except with respect to the duties, liabilities and
indemnification of you as Exchange Agent, which shall be controlled by this
Agreement.

21. The Company covenants and agrees to indemnify
and hold you harmless in your capacity as Exchange Agent hereunder against any
loss, liability, cost or expense, including attorneys' fees and expenses,
arising out of or in connection with any act, omission, delay or refusal made
by you in reliance upon any signature, endorsement, assignment, certificate,
order, request, notice, instruction or other instrument or document reasonably
believed by you to be valid, genuine and sufficient and in accepting any tender
or effecting any transfer of Old Securities reasonably believed by you in good
faith to be authorized, and in delaying or refusing in good faith to accept any
tenders or effect any transfer of Old Securities; provided, however, that the
Company
<PAGE> 7
7

shall not be liable for indemnification or otherwise for any loss, liability,
cost or expense to the extent arising out of your gross negligence or willful
misconduct. In no case shall the Company be liable under this indemnity with
respect to any claim against you unless the Company shall be notified by you,
by letter or cable or by facsimile confirmed by letter, of the written
assertion of a claim against you or of any other action commenced against you,
promptly after you shall have received any such written assertion or notice of
commencement of action. The Company shall be entitled to participate at its
own expense in the defense of any such claim or other action, and, if the
Company so elects, the Company shall assume the defense of any suit brought to
enforce any such claim. In the event that the Company shall assume the defense
of any such suit, the Company shall not be liable for the fees and expenses of
any additional counsel thereafter retained by you so long as the Company shall
retain counsel satisfactory to you to defend such suit.

22. You shall arrange to comply with all
requirements under the tax laws of the United States, including those relating
to missing Tax Identification Numbers, and shall file any appropriate reports
with the Internal Revenue Service. The Company understands that you are
required to deduct 31% on payments to holders who have not supplied their
correct Taxpayer Identification Number or required certification. Such funds
will be turned over to the Internal Revenue Service in accordance with
applicable regulations.

23. You shall deliver or cause to be delivered,
in a timely manner to each governmental authority to which any transfer taxes
are payable in respect of the exchange of Old Securities, your check in the
amount of all transfer taxes so payable, and the Company shall reimburse you
for the amount of any and all transfer taxes payable in respect of the exchange
of Old Securities; provided, however, that you shall reimburse the Company for
amounts refunded to you in respect of your payment of any such transfer taxes,
at such time as such refund is received by you.

24. This Agreement and your appointment as
Exchange Agent hereunder shall be construed and enforced in accordance with the
laws of the State of New York applicable to agreements made and to be performed
entirely within such state, and without regard to conflicts of law principles,
and shall inure to the benefit of, and the obligations created hereby shall be
binding upon, the successors and assigns of each of the parties hereto.

25. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

26. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and
<PAGE> 8
8

enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

27. This Agreement shall not be deemed or
construed to be modified, amended, rescinded, cancelled or waived, in whole or
in part, except by a written instrument signed by a duly authorized
representative of the party to be charged. This Agreement may not be modified
orally.

28. Unless otherwise provided herein, all
notices, requests and other communications to any party hereunder shall be in
writing (including facsimile or similar writing) and shall be given to such
party, addressed to it, at its address or telecopy number set forth below:
<PAGE> 9
9

If to the Company:

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

Facsimile:
------------------
Attention:
------------------

If to the Exchange Agent:

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286

Facsimile: (212) 815-5915
Attention: Corporate Trust Trustee
Administration

29. Unless terminated earlier by the parties hereto,
this Agreement shall terminate 90 days following the Expiration Date.
Notwithstanding the foregoing, Paragraphs 19, 21 and 23 shall survive the
termination of this Agreement. Upon any termination of this Agreement, you
shall promptly deliver to the Company any certificates for Securities, funds or
property then held by you as Exchange Agent under this Agreement.

30. This Agreement shall be binding and effective as
of the date hereof.
<PAGE> 10
10

Please acknowledge receipt of this Agreement and confirm
the arrangements herein provided by signing and returning the enclosed copy.

CORPORATION
- ---------------

By:
------------------------------
Name:
Title:

Accepted as of the date
first above written:

THE BANK OF NEW YORK, as Exchange Agent

By:
------------------------------
Name:
Title:
<PAGE> 11
SCHEDULE I

FEES

<PAGE> 1
EXHIBIT 99(f)

Date

Contact
Company
Address

Dear _________________:

This letter will serve as the agreement under which you will retain us to act
as Information Agent in connection with your Tender Offer to shareholders of
________________.

The services we will perform on your behalf will include the consultation and
preparation in connection with your Offer, the delivery of material to brokers,
banks, nominees and institutions, and holders of record, acting as Information
Agent in connection with your Offer, receiving calls from shareholders, and
telephoning holders of record and non-objecting beneficial owners (NOBOs).

For the above services our fee will be $_______. One half the fee ($_______)
is earned and due upon the signing of this agreement; in addition, an advance
against disbursements of $_________ is due as well. The balance of our fee
will be payable upon the initial expiration of the Offer. Additional
disbursements incurred by us on your behalf will be payable monthly or upon the
expiration of the Offer. Included in our disbursements will be our charges for
the telephone solicitation of holders of record and non-objecting beneficial
owners (NOBOs). Our charge for this service will be $5.00 per shareholder,
such charge will include labor, directory assistance and all related telephone
expenses.

This agreement covers the period from ___________ through _________.
Thereafter, this agreement may be extended for a monthly fee of $__________.

You shall retain Morrow & Co. for the production and placement of all
advertising copy approved by you or your legal counsel for use relating to the
tender offer. The rates charged by Morrow & Co. to you will be the regular
open-line rates charged by the selected newspaper for the section the
advertisement runs in. You recognize that the material to be published is your
sole property and is not the opinion of Morrow & Co. All advertising shall be
at your sole authorization and instruction.
<PAGE> 2
2

You agree to indemnify and hold us harmless against any loss, damage, expense
(including reasonable legal fees and expenses), liability or claim relating to
or arising out of our performance of this agreement except where we, or our
employees fail to comply with this agreement; provided, however, that you shall
not be obliged to indemnify us or hold us harmless against any such loss,
damage, expense, liability, or claim, which results from gross negligence, bad
faith or willful misconduct on our part or of any of our employees.

At your election you may assume the defense of any such action. We shall
advise you in writing of any such liability or claim promptly after receipt of
any notice of any action or claim for which we may be entitled to
indemnification hereunder.

This agreement shall be construed and enforced in accordance with the laws of
the State of New York and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of the parties
hereto.

If any provision of this agreement shall be held illegal, invalid or
unenforceable by any court, this agreement shall be construed and enforced as
if that provision had not been contained herein and shall be deemed an
agreement among us to the full extent permitted by applicable law.

For a service charge of $5.00 per check, we will process and prepare checks for
Broker/Nominee invoices submitted for their mailing of your materials. A
statement listing each of the Broker/Nominee invoices will be furnished by us
for your review and payment.

Please acknowledge receipt of this agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy to the undersigned,
whereupon this agreement and your acceptance of the terms and conditions herein
provided shall constitute a binding agreement among us.

Accepted: Very truly yours,

--------------- MORROW & CO., INC.

By: By:
------------------------ ----------------------

Title: Title:
---------------------- --------------------

Date:
-----------------------
<PAGE> 3
2/10/97
Page 3
- --------------------------------------------------------------------------------

MORROW & COMPANY, INC.
909 THIRD AVENUE
ACCOUNTING DEPT. - 20TH FLOOR
NEW YORK, NY 10022-4799

Date:
- -------------
No.

- ---------------
TO:

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

- ----------
RE:
---------------------

One half the fee due and payable as per agreement dated
.
- ----------------
$
------------

Advance against disbursements.
$
------------

AMOUNT DUE $

<PAGE> 4
2/10/97
Page 4
- --------------------------------------------------------------------------------

<PAGE> 1

[MBNA LOGO]

February 27, 1997

Dear Preferred Stockholder:

A special purpose trust (the "Trust") formed by MBNA Corporation ("MBNA")
is offering to exchange its 8.25% Trust Originated Preferred Securities (the
"Preferred Securities") for any and all shares of 7.50% Cumulative Preferred
Stock, Series A (the "Series A Preferred Shares"), of MBNA. The exchange will be
made on the basis of one Preferred Security for one Series A Preferred Share.

Enclosed for your consideration are a Prospectus dated February 27, 1997
(the "Prospectus") and a Letter of Transmittal (collectively, the "Offer").
These enclosures contain detailed information concerning the Offer, including
its terms and conditions, its purpose, the procedures for tendering Series A
Preferred Shares in exchange for Preferred Securities and information relating
to certain tax consequences of exchanging Series A Preferred Shares for
Preferred Securities under the Offer. Please read the enclosed information
carefully before deciding whether or not you wish to tender your Series A
Preferred Shares for exchange.

Subject to the terms and conditions of the Offer, all of the Series A
Preferred Shares that are properly tendered (and are not withdrawn) will be
exchanged for Preferred Securities.

In reviewing the enclosed material, please bear in mind the following:

- The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Wednesday, March 26, 1997, unless the Offer is extended.
The Bank of New York, as exchange agent (the "Exchange Agent") must
receive the certificates representing your Series A Preferred Shares and
the Letter of Transmittal (or the Notice of Guaranteed Delivery, if
applicable) by that time.

- The exchange of Series A Preferred Shares for Preferred Securities under
the Offer is a taxable transaction under present United States federal
income tax laws. In addition, your ownership and disposition of Preferred
Securities may have different tax consequences than your ownership and
disposition of Series A Preferred Shares. You should consult your own tax
advisor regarding the tax consequences to you of the exchange and the
ownership and disposition of Preferred Securities, including the
application and effect of United States federal, state, local and foreign
tax laws.

- Consummation of the Offer is conditioned on, among other things, tenders
by a sufficient number of holders of Series A Preferred Shares such that
there be at least 400 record or beneficial holders of at least 1,000,000
Preferred Securities to be issued in exchange for such Series A Preferred
Shares, which condition may not be waived.

Although MBNA's Board of Directors (the "Board") has authorized the Offer,
neither the Board nor MBNA makes any recommendation as to whether you should
tender all or any of your Series A Preferred Shares for exchange in the Offer.
You should make your own decision as to whether to tender Series A Preferred
Shares and, if so, how many Series A Preferred Shares to tender.

The offer makes good economic sense for MBNA. Replacing the Series A
Preferred Shares with Preferred Securities will improve MBNA's after-tax cash
flow. The cash flow benefit arises because interest payable by MBNA to the
Preferred Securities' trust is deductible for federal income tax purposes, while
the dividends payable by MBNA on the Series A Preferred Shares are not.

I encourage you to read the enclosed materials carefully. If, after
reviewing the information set forth in the Prospectus and Letter of Transmittal,
you wish to tender Series A Preferred Shares for exchange in the
<PAGE> 2

Offer, please either follow the instructions contained in the Prospectus and
Letter of Transmittal or contact your broker, dealer, commercial bank, trust
company or other nominee to effect the tender for you.

If you need additional information or assistance in connection with the
Offer, please contact the Information Agent, Morrow & Co., Inc., whose toll-free
telephone number is (800) 566-9061, or the Dealer Manager, whose telephone
number is set forth on the back cover of the Prospectus.

Very truly yours,
/s/ VERNON H.C. WRIGHT
Vernon H.C. Wright
Executive Vice President and Chief
Corporate Finance Officer

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EXCHANGE
OFFER

QUESTIONS
&
ANSWERS

[MBNA LOGO]
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QUESTIONS AND ANSWERS RELATING
TO THE OFFER (THE "OFFER") BY
MBNA CAPITAL C (THE "TRUST") TO EXCHANGE

ITS 8.25% TRUST ORIGINATED PREFERRED SECURITIES(SM)

("TOPRS(SM)") (THE "PREFERRED SECURITIES") FOR

ANY AND ALL SHARES OF 7.50% CUMULATIVE PREFERRED STOCK, SERIES A

(THE "SERIES A PREFERRED SHARES"), OF MBNA CORPORATION ("MBNA")

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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MARCH 26, 1997,

UNLESS THE OFFER IS EXTENDED
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Please note that the following information does not purport to be complete
and is subject in all respects to the provisions of, and is qualified in its
entirety by reference to, the Prospectus dated February 27, 1997 (the
"Prospectus") and the accompanying Letter of Transmittal (which together
constitute the "Offer"). Please refer to the Prospectus for details of the Offer
and defined terms used herein.

Q: WHAT ARE THE TERMS OF THE OFFER?

A: The Trust will exchange one Preferred Security for each Series A
Preferred Share validly tendered and accepted for exchange. See "The Offer" in
the Prospectus.

Q: WHAT ARE PREFERRED SECURITIES?

A: Preferred Securities represent undivided beneficial ownership interests
in the Trust's assets, which assets consist solely of 8.25% Junior Subordinated
Deferrable Interest Debentures, Series C, due April 15, 2027 (the "Junior
Subordinated Debentures") issued by MBNA to the Trust. Preferred Securities pay
quarterly distributions corresponding to the interest rate and the payment dates
on the Junior Subordinated Debentures. See "Description of the Preferred
Securities" and "Description of the Junior Subordinated Debentures" in the
Prospectus.

Q: WHAT IS THE PURPOSE OF THE OFFER?

A: The principal purpose is to refinance the Series A Preferred Shares
with the Preferred Securities to achieve certain tax efficiencies and to
preserve flexibility with respect to future financing. The refinancing will
permit MBNA to deduct interest payable on the Junior Subordinated Debentures for
United States federal income tax purposes, while the dividends payable on the
Series A Preferred Shares are not deductible.

Q: WILL THE PREFERRED SECURITIES BE LISTED ON THE NEW YORK STOCK EXCHANGE?

A: MBNA will apply to list the Preferred Securities on the New York Stock
Exchange under the ticker symbol "KRB.PF.C".

Q: HOW ARE THE PREFERRED SECURITIES GUARANTEED?

A: Payments of dividends on the Preferred Securities and on liquidation or
redemption are guaranteed on a subordinated basis by MBNA, but only if and to
the extent payments have been made on the Junior Subordinated Debentures. See
"Description of the Preferred Securities Guarantee" in the Prospectus.

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(SM )"Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.

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Q: ARE THE REDEMPTION PROVISIONS OF THE PREFERRED SECURITIES DIFFERENT FROM
THOSE OF THE SERIES A PREFERRED SHARES?

A: Yes. While the Series A Preferred Shares have no maturity date, the
Preferred Securities will be redeemed following repayment of the Junior
Subordinated Debentures upon their maturity, which will be April 15, 2027,
unless (i) shortened to a date not earlier than January 15, 2002, or (ii)
extended to a date not later than April 15, 2046, in each case subject to
certain conditions (as so shortened or extended, the "Stated Maturity"). In
addition, the Series A Preferred Shares are redeemable at the option of MNBA in
whole or in part at any time on or after January 15, 2001 at a redemption price
equal to $25 per Series A Preferred Share, plus accrued and unpaid dividends to
the date fixed for redemption. The Junior Subordinated Debentures are
redeemable, in whole or in part, at the option of MBNA on or after January 15,
2002 at a redemption price equal to 100% of the aggregate principal amount
thereof or (ii) in whole but not in part, prior to January 15, 2002, upon the
occurrence of a Special Event at a redemption price equal to 106.0% of the
principal amount thereof from the Expiration Date through January 15, 1998,
declining ratably on each January 16th thereafter to 100% on or after January
16, 2000, plus, in either case, accrued and unpaid distributions to the date of
redemption. If the Junior Subordinated Debentures are redeemed by MBNA, the
Trust must redeem Preferred Securities on a pro rata basis with an aggregate
liquidation amount equal to the aggregate principal amount of the Junior
Subordinated Debentures so redeemed. See "Risk Factors and Special
Considerations Relating to the Offer," "Comparison of Preferred Securities and
Series A Preferred Shares," "Description of the Preferred Securities," and
"Description of the Junior Subordinated Debentures" in the Prospectus.

DISTRIBUTION AND DIVIDEND MATTERS

Q: HOW DOES THE DISTRIBUTION RATE ON THE PREFERRED SECURITIES COMPARE TO
THE DIVIDEND RATE ON THE SERIES A PREFERRED SHARES?

A: The distribution rate on the Preferred Securities is 8.25% per annum,
while the dividend rate for the Series A Preferred Shares is 7.50% per annum.

Q: WILL DISTRIBUTIONS ON THE PREFERRED SECURITIES BE PAID ON THE SAME
SCHEDULE AS DIVIDENDS ON THE SERIES A PREFERRED SHARES?

A: Yes. Distributions on the Preferred Securities will be paid on January
15, April 15, July 15 and October 15.

Q: THE NEXT SCHEDULED DIVIDEND PAYMENT DATE ON THE SERIES A PREFERRED
SHARES IS APRIL 15, 1997. WILL THE AMOUNT OF THAT DIVIDEND ON SERIES A PREFERRED
SHARES THAT ARE EXCHANGED IN THE OFFER BE PAID TO EXCHANGING HOLDERS FOR THE
PERIOD PRIOR TO THE EXCHANGE?

A: Yes. On April 15, 1997 MBNA will make a cash payment to each holder of
Series A Preferred Shares accepted for exchange in an amount equal to all of the
accumulated and unpaid dividends on such Series A Preferred Shares as of the
Expiration Date (the "MBNA Cash Payment Amount"), except that if the Expiration
Date is extended so that it occurs after the record date for the payment of
dividends on the Series A Preferred Shares and prior to April 15, 1997, then
MBNA will not pay the MBNA Cash Payment Amount, but instead on April 15, 1997
will pay full quarterly dividends on the Series A Preferred Shares accepted for
exchange to the registered holder thereof on such record date. See "Description
of the Preferred Securities -- Distributions" in the Prospectus.

Q: EXPLAIN THE 20 QUARTER DIVIDEND DEFERRAL PROVISION OF THE PREFERRED
SECURITIES.

A: Quarterly interest payments on the Junior Subordinated Debentures may be
deferred, at the option of MBNA, for one or more periods of up to 20 consecutive
quarters each, provided that an Extension Period may not extend beyond the
Stated Maturity of the Junior Subordinated Debentures. In the case of any such
deferral, distributions on the Preferred Securities will be similarly deferred.
See "Description of the Preferred Securities -- Distributions" in the
Prospectus. Quarterly dividend payments on the Series A Preferred Shares
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are payable only if declared by MBNA's Board of Directors and such dividends may
be deferred indefinitely. The Series A Preferred Shares have no maturity date.

Deferred Preferred Securities distributions continue to accrue and, if in
arrears, compound quarterly at a rate equal to 8.25% per annum. However, while
dividends on the Series A Preferred Shares accrue if dividends are suspended,
there is no such compounding feature. During such a deferral, the Trust will
continue to accrue interest income (as original issue discount) in respect of
the Junior Subordinated Debentures which will be taxable to beneficial owners of
Preferred Securities. As a result, beneficial owners of Preferred Securities
during such a deferral will be required to include their pro rata share of the
interest in gross income in advance of the receipt of cash attributable to such
income. Dividends on the Series A Preferred Shares generally are not included in
gross income by a holder until such dividends are paid or accrued in accordance
with such holder's regular method of tax accounting.

TAX ISSUES

Q: WILL THE EXCHANGE OF PREFERRED SECURITIES FOR SERIES A PREFERRED SHARES
CONSTITUTE A TAXABLE EVENT?

A: Yes. MBNA recommends that each holder read the section entitled "Certain
United States Federal Income Tax Consequences" in the Prospectus and consult
their own tax advisor.

Q: WHAT WILL BE THE INITIAL TAX BASIS FOR THE PREFERRED SECURITIES?

A: The initial tax basis of Preferred Securities acquired in the Offer will
be equal to the fair market value of the Preferred Securities on the Expiration
Date of the Offer. See "Certain United States Federal Income Tax Consequences"
in the Prospectus.

Q: HOW WILL DISTRIBUTIONS ON THE PREFERRED SECURITIES BE REPORTED TO THE
IRS?

A: Distributions on the Preferred Securities will be reported on a Form
1099.

Q: CORPORATE HOLDERS CAN CLAIM THE DIVIDENDS RECEIVED DEDUCTION ON
DIVIDENDS ON THE SERIES A PREFERRED SHARES. ARE DISTRIBUTIONS ON THE PREFERRED
SECURITIES ELIGIBLE FOR THAT DEDUCTION?

A: No.

PROCEDURES FOR EXCHANGING SERIES A PREFERRED SHARES

Q: IF SERIES A PREFERRED SHARES ARE REGISTERED IN MY NAME, HOW DO I
PARTICIPATE IN THE OFFER?

A: You should have received a package consisting of this Question and
Answer sheet and the following documents:

- Letter from the Executive Vice President and Chief Corporate Finance
Officer of MBNA.

- Prospectus dated February 27, 1997.

- Letter of Transmittal (printed on blue paper) bearing a pre-printed label
with your account name and address.
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- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

- Notice of Guaranteed Delivery.

- Return envelope addressed to The Bank of New York, the Exchange Agent in
the Offer.

If, after reviewing these materials carefully, you decide to participate in
the Offer, complete the Letter of Transmittal and send it with your
certificate(s) representing Series A Preferred Shares to The Bank of New York,
as Exchange Agent, at either of the addresses shown on the Letter of
Transmittal. It is recommended that you use registered or certified mail.

Holders of record may also contact their broker to exchange their Series A
Preferred Shares on their behalf. If you cannot deliver your certificate(s) to
the Exchange Agent before the Expiration Date, then you must arrange for your
broker to guarantee delivery of your Series A Preferred Shares. See "The
Offer -- Procedures for Tendering" in the Prospectus.

Q: IF MY SERIES A PREFERRED SHARES ARE HELD BY A BROKER OR BANK FOR MY
ACCOUNT, HOW DO I PARTICIPATE IN THE OFFER?

A: If your Series A Preferred Shares are held by a broker or bank for your
account, you should have received a package from them as holder of record
containing, along with this Question and Answer sheet, the following:

- Letter from the Executive Vice President and Chief Corporate Finance
Officer of MBNA.

- Prospectus dated February 27, 1997.

- Letter of Transmittal (for information only).

- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

- Notice of Guaranteed Delivery.

- Cover letter or notice from your broker or bank.

If you decide to participate in the Offer, you must contact your broker or
bank to tender your Series A Preferred Shares on your behalf. See "The
Offer -- Procedures for Tendering -- Special Procedure for Beneficial Owners" in
the Prospectus.

Q: ONCE I HAVE TENDERED MY SERIES A PREFERRED SHARES, OR INSTRUCTED MY
BROKER OR BANK TO TENDER THEM ON MY BEHALF, MAY I WITHDRAW THEM FROM THE OFFER?

A: Yes, tenders of Series A Preferred Shares may be withdrawn at any time
prior to the Expiration Date and, unless accepted for exchange by the Trust, may
be withdrawn at any time after 40 business days from the date of the Prospectus.
See "The Offer -- Withdrawal of Tenders" in the Prospectus.

Q: WHEN DOES THE OFFER EXPIRE?

A: At 12:00 midnight, New York City time, on Wednesday, March 26, 1997,
unless extended by the Trust. The Trust may also amend or terminate the Offer as
described in the Prospectus.

FOR ADDITIONAL DETAILS,
OR IF YOU HAVE ANY QUESTIONS,
PLEASE CALL THE INFORMATION AGENT,

MORROW & CO., INC.

(800) 566-9061 (TOLL-FREE)

BANKS AND BROKERAGE FIRMS, PLEASE CALL:

(800) 662-5200 (TOLL-FREE)

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THIS IS NEITHER AN OFFER TO EXCHANGE OR SELL NOR A SOLICITATION OF AN OFFER
TO EXCHANGE OR BUY ANY OF THESE SECURITIES. THE OFFER IS MADE ONLY BY THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL AND THE OFFER IS NOT BEING MADE TO, NOR
WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF THE SECURITIES IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. IN ANY
JURISDICTION WHERE THE SECURITIES OR BLUE SKY LAWS REQUIRE THE OFFER TO BE MADE
BY A LICENSED BROKER OR DEALER, THE OFFER IS BEING MADE ON BEHALF OF THE TRUST
BY MERRILL LYNCH & CO. OR ONE OR MORE OTHER BROKERS OR DEALERS WHICH ARE
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NOTICE OF EXCHANGE OFFER TO HOLDERS

[MBNA LOGO]

SHARES OF 7.50% CUMULATIVE PREFERRED STOCK, SERIES A

MBNA Capital C, a Delaware statutory business trust (the "Trust"), is
offering, upon the terms and subject to the conditions set forth in its
Prospectus dated February 27, 1997 (the "Prospectus") and the accompanying
Letter of Transmittal (the "Letter of Transmittal" which, together with the
Prospectus, constitute the "Offer"), to exchange its 8.25% Trust Originated
Preferred Securities(SM) ("TOPrS(SM)") (the "Preferred Securities") for any and
all shares of 7.50% Cumulative Preferred Stock, Series A (the "Series A
Preferred Shares"), of MBNA Corporation, a Maryland corporation ("MBNA"), not
owned by MBNA. Exchanges will be made on the basis of one Preferred Security for
each Series A Preferred Share validly tendered and accepted for exchange in the
Offer. In connection with the Offer, MBNA will deposit in the Trust as trust
assets its 8.25% Junior Subordinated Debentures, Series C, due 2027, as set
forth in the Prospectus.

THE OFFER AND WITHDRAWAL RIGHTS

WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,

MARCH 26, 1997, UNLESS THE OFFER IS EXTENDED.

NONE OF MBNA, THE BOARD OF DIRECTORS OF MBNA, THE TRUSTEES OR THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF SERIES A PREFERRED SHARES AS TO WHETHER
TO TENDER OR REFRAIN FROM TENDERING IN THE OFFER. HOLDERS OF SERIES A PREFERRED
SHARES ARE URGED TO CONTACT THEIR FINANCIAL AND TAX ADVISORS IN MAKING THEIR
DECISION ON WHAT ACTION TO TAKE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

Upon the terms and subject to the conditions of the Offer described in the
Prospectus, the Trust will accept for exchange Series A Preferred Shares validly
tendered and not withdrawn prior to 12:00 midnight, New York City time, on
Wednesday, March 26, 1997, or if the Offer is extended by the Trust, in its sole

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(SM) "Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co.
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discretion, the latest date and time to which the Offer has been extended (the
"Expiration Date"). Tenders of Series A Preferred Shares pursuant to the Offer
may be withdrawn at any time prior to the Expiration Date and, unless accepted
for exchange by the Trust, may be withdrawn at any time after 40 business days
after the date of the Prospectus.
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Consummation of the Offer is conditioned on, among other things, tenders by
a sufficient number of holders of Series A Preferred Shares such that, as of the
Expiration Date, there be at least 400 record or beneficial owners of at least
1,000,000 Preferred Securities to be issued in exchange for such Series A
Preferred Shares (the "Minimum Distribution Condition"), which condition may not
be waived.

The Trust expressly reserves the right, in its sole discretion, subject to
applicable law, to (i) terminate the Offer, and not accept for exchange any
Series A Preferred Shares and promptly return all Series A Preferred Shares upon
the failure of any of the conditions specified above or in "The Offer --
Conditions to the Offer" in the Prospectus, (ii) waive any condition to the
Offer (other than the Minimum Distribution Condition) and accept all Series A
Preferred Shares previously tendered pursuant to the Offer, (iii) extend the
Expiration Date of the Offer and retain all Series A Preferred Shares tendered
pursuant to the Offer until the Expiration Date, subject, however, to all
withdrawal rights of holders, see "The Offer -- Withdrawal of Tenders" in the
Prospectus, (iv) amend the terms of the Offer, (v) modify the form of the
consideration to be paid pursuant to the Offer or (vi) not accept for exchange
Series A Preferred Shares at any time on or prior to the Expiration Date, for
any reason, including, without limitation, if fewer than 100,000 Series A
Preferred Shares would remain outstanding upon acceptance of those tendered
(which condition may be waived by the Trust). Any amendment applicable to the
Offer will apply to all Series A Preferred Shares tendered pursuant to the
Offer. The minimum period during which the Offer must remain open following
material changes in the terms of the Offer or the information concerning the
Offer, other than a change in the percentage of securities sought or the price,
depends upon the facts and circumstances, including the relative materiality of
such terms or information. See "The Offer -- Expiration Date; Extensions;
Amendments; Termination" in the Prospectus.

The purpose of the Offer is to refinance the Series A Preferred Shares with
the Preferred Securities to achieve certain tax efficiencies while preserving
MBNA's flexibility with respect to future financing.

The Prospectus and Letter of Transmittal contain important information
which should be read before any action is taken by holders of Series A Preferred
Shares. Tenders may be made only by a properly completed and executed Letter of
Transmittal and in conformance with the terms thereof and of the Prospectus. The
information contained in the Prospectus, the Letter of Transmittal and the other
offering documents is hereby incorporated in this notice by reference.

MBNA will pay to Soliciting Dealers (as defined in the Prospectus)
designated by the record or beneficial owner, as appropriate, of Series A
Preferred Shares a solicitation fee of $0.50 per Series A Preferred Share ($0.25
per Series A Preferred Share with respect to the solicitation of beneficial
holders of 10,000 or more shares) validly tendered and accepted for exchange
pursuant to the Offer, subject to certain conditions. Soliciting Dealers are not
entitled to a solicitation fee for Series A Preferred Shares beneficially owned
by such Soliciting Dealer.

The information required to be disclosed by paragraph (d)(1) of Rule 13e-4
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended, is contained in the Prospectus and is incorporated herein by
reference.

The Prospectus and the related Letter of Transmittal are first being sent
to holders of Series A Preferred Shares on February 27, 1997, and are being
furnished to brokers, dealers, banks and similar persons whose names, or names
of whose nominees, appear on the lists of holders of the Series A Preferred
Shares or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Series A Preferred Shares.

Any questions or requests for assistance may be directed to the Information
Agent and the Dealer Manager at the addresses and telephone numbers set forth
below. Requests for copies of the Prospectus, the Letter of Transmittal or the
Notice of Guaranteed Delivery may be directed to Morrow & Co., Inc., the
Information Agent, at (800) 566-9061, and copies will be forwarded promptly at
MBNA's expense. Shareholders may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.
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THE INFORMATION AGENT FOR THE OFFER IS:

MORROW & CO., INC.
909 Third Avenue
20th Floor

New York, New York 10022

(212) 754-8000

(800) 566-9061 (Toll-Free)

Banks and Brokerage Firms, Please Call:

(800) 662-5200 (Toll-Free)

THE DEALER MANAGER FOR THE OFFER IS:

MERRILL LYNCH & CO.
World Financial Center
North Tower-Seventh Floor
New York, New York 10281

(888) ML4-TNDR (Toll-Free)

(888) 654-8637 (Toll-Free)

February 27, 1997