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Exhibit (1)(i)
April 30, 1999
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10018
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center
North Tower
New York, New York 10281-1310
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Salomon Smith Barney Inc.
7 World Trade Center
New York, New York 10048
Gentlemen:
Reference is hereby made to the Distribution Agreement, dated
April 11, 1994, as amended as of May 1, 1995, September 13, 1995, January 17,
1997, October 8, 1997 and April 9, 1998 (the "Distribution Agreement"), between
MBNA Corporation, a Maryland corporation("MBNA"), and you. The parties to the
Distribution Agreement hereby acknowledge that a
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Registration Statement of MBNA on Form S-3 (No. 333-74919) relating to
$2,500,000,000 aggregate principal amount of debt securities, preferred stock,
depositary shares representing preferred stock, common stock, warrants, stock
purchase contracts and stock purchase units (the "Second Registration
Statement"), which Second Registration Statement also constitutes Post-Effective
Amendment No. 1 to MBNA's Registration Statement on Form S-3 (No. 333-47179)
(the "First Registration Statement"; the "First Registration Statement" and the
"Second Registration Statement" are herein collectively referred as the
"Registration Statement"), was declared effective by the Securities and Exchange
Commission on April 7, 1999. The parties to the Distribution Agreement hereby
further acknowledge that the Treasury Committee of the Board of Directors of
MBNA, in connection with the Registration Statement, adopted on January 15, 1999
a resolution (the "Resolution") that authorized the issuance of Senior
Medium-Term Notes, Series E and Subordinated Medium-Term Notes, Series E under
the Registration Statement which may be issued from time to time pursuant to the
Distribution Agreement. A copy of the Resolution is enclosed.
In order to implement the Resolution, the parties hereby agree
that (i) the Distribution Agreement be amended so that all references contained
therein to Senior Medium-Term Notes be deemed to also be references to Senior
Medium-Term Notes, Series E and all references contained therein to Subordinated
Medium-Term Notes be deemed to also be references to Subordinated Medium-Term
Notes, Series E and (ii) all references in the Distribution Agreement to
"$2,250,000,000" shall be changed to "$2,500,000,000."
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Please confirm your agreement to this amendment by signing and returning
the enclosed copy of this letter.
MBNA CORPORATION
/s/ Vernon H.C. Wright
By: _______________________________
Name: Vernon H.C. Wright
Title: Executive Vice President
Agreed to and accepted this
30th day of April, 1999.
LEHMAN BROTHERS INC.
/s/ James W. Merli
By: __________________________________
BEAR, STEARNS & CO. INC.
/s/ Timothy A. O'Neill
By: __________________________________
CHASE SECURITIES INC.
/s/ Therese M. Esperdy
By: __________________________________
CREDIT SUISSE FIRST BOSTON CORPORATION
/s/ Julie Keogh
By: __________________________________
GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
By: __________________________________
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MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ Scott G. Primrose
__________________________________
J.P. MORGAN SECURITIES INC.
By: /s/ Geoffrey B. Fitzgerald
__________________________________
SALOMON SMITH BARNEY INC.
By: /s/ Suni P. Harford
__________________________________
