SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: COMMISSION FILE
NUMBER:
Decemeber 31, 1996 33-41850-33-47934, 33-
49850, 33-54462,
33-57988, 33-63684,
33-64244
MBNA AMERICA BANK, NATIONAL ASSOCIATION,
ON BEHALF OF
MBNA MASTER CREDIT CARD TRUST
(Issuer in respect of the MBNA Master Credit Card Trust
Floating Rate Asset Backed Certificates)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
United States of America 51-
0331-454
(STATE OR OTHER JURISDICTION (I.R.S.
EMPLOYER
OF INCORPORATION OR ORGANIZATION)
IDENTIFICATION NO.)
Wilmington, DE. 19884-0781
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(800) 362-6255
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
MBNA Master Credit Card Trust, Series 1991-1 (File No. 33-41850),
Series 1992-1 (File No. 33-47934), Series 1992-2 (File No. 33-
49850), Series 1992-3 (File No. 33-54462), Series 1993-1 (File
No. 33-57988), Series 1993-2 (File No. 33-63684), Series 1993-3,
Series 1993-4, Series 1994-1 and Series 1994-2 (File No. 33-
64244) Fixed and Floating Rate Asset Backed Certificates
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS (1) FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS
(OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO
FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
Yes [X] No [ ]
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-
AFFILIATES OF THE REGISTRANT.
The Registrant has no voting stock or class of common stock
outstanding as of the date of this report.
<PAGE>
INTRODUCTORY NOTE
-----------------
MBNA America Bank, National Association (the "Originator") is the
originator, seller, and servicer under the Pooling and Servicing
Agreement (the "Agreement"), dated as of September 25, 1991, and
the Series 1991-1 (File No. 33-41850), Series 1992-1 (File No. 33-
47934), Series 1992-2 (file No. 33-49850), Series 1992-3 (File
No. 33-54462), Series 1993-1 (File No. 33-57988), Series 1993-2
(File No. 33-63684), Series 1993-3, Series 1993-4, Series 1994-1
and Series 1994-2 (File No. 33-64244) Supplements dated as of
September 25, 1991, May 29, 1992, August 6, 1992, November 24,
1992, February 25, 1993, June 15, 1993, August 24, 1993, December
7, 1993, February 25, 1994, and May 26, 1994, respectively, by
and between the Originator and the trustee, providing for the
issuance of the MBNA Master Credit Card Trust, Series 1991-1
(File No. 33-41850), Series 1992-1 (File No. 33-47934), Series
1992-2 (File No. 33-49850), Series 1992-3 (File No. 33-54462),
Series 1993-1 (File No. 33-57988), Series 1993-2 (File No. 33-
63684), Series 1993-3, Series 1993-4, Series 1994-1 and Series
1994-2 (File No. 33-64244) Floating and Fixed Rate Asset Backed
Certificates (the "Certificates") and is the originator of the
MBNA Master Credit Card Trust (the "Registrant"). The
Certificates do not represent obligations of or interest in the
Originator. The Originator has made application pursuant to
Section 12 (h) of the Securities Exchange Act of 1934 for an
exemption from certain reporting requirements. Pursuant to an
Order of the Securities and Exchange Commission dated December
30, 1988 granting Originator's application, Originator is not
required to respond to various items of Form 10-K. Such items
are designated herein as "Not Applicable".
PART I
------
Item 1. Business
- ------- --------
Not Applicable
Item 2. Properties
- ------- ----------
Not Applicable
Item 3. Legal Proceedings
- ------- -----------------
None
Item 4. Submission Of Matters To A Vote Of Security Holders.
- ------- ----------------------------------------------------
None
PART II
-------
Item 5. Market For Registrant's Common Equity
- ------- And Related Stockholder Matters.
--------------------------------
The Certificates representing investors' interests in the
Trust are represented by a single Certificate registered
in the name of Cede & Co., the nominee of The Depository
Trust Company.
To the best knowledge of the registrant, there is no
established public trading market for the Certificates.
Item 6. Selected Financial Data
- ------- -----------------------
Not Applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and
- ------- Results of Operations
-------------------------------------------------------
- --------
Not Applicable
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
Not Applicable
Item 9. Changes In And Disagreements With Accountants On
Accounting
- ------- And Financial Disclosure.
-------------------------------------------------------
- ----
None
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Not Applicable
Item 11. Executive Compensation
- -------- ----------------------
Not Applicable
PART III
--------
Item 12. Security Ownership Of Certain Beneficial Owners And
Management
- -------- -------------------------------------------------------
- -------
(a) The Certificates of each Series representing investors'
interests in the Trust are represented by one or more
Certificates registered in the name of Cede & Co., the nominee of
The Depository Trust Company ("DTC"), and an investor holding an
interest in the Trust is not entitled to receive a Certificate
representing such interest except in certain limited
circumstances. Accordingly, Cede & Co. is the sole holder of
record of Certificates, which it held on behalf of brokers,
dealers, banks and other direct participants in the DTC system at
December 31, 1996. Such direct participants may hold
Certificates for their own accounts or for the accounts of their
customers. At December 31, 1996, the following direct DTC
participants held positions in Certificates representing
interests in the Trust equal to or exceeding 5% of the total
principal amount of the Certificates of each Series outstanding
on that date:
<TABLE>
<CAPTION>
Aggregate
Amount of Percen
tage
Title Certificates Of
Class Name Held Owners
hip
- ---------------- -------------------------------------- ------------- ------
- ------ -- ------
<S> <C> <C> <C>
Series 1991-1 Bank of New York $ 172,050,000
17.21%
(File No. 33- Chase Manhattan Bank 335,105,000 33.51%
41850)
Chase Manhattan Bank/Chemical 113,020,000 11.30%
Investors Fiduciary Trust Company/SSB 63,050,000 6.31%
Series 1992-1 Bank of New York $ 77,891,000 15.58%
(File No. 33- Bankers Trust Company 142,432,000
47934) 28.49%
Chase Manhattan Bank 82,390,000
16.48%
Series 1992-2 Bank of New York $ 75,355,000 15.07%
(File No. 33- Bankers Trust Company 69,375,000 13.88%
49850)
Chase Manhattan Bank 138,775,000 27.76%
Chase Manhattan Bank/Chemical 32,475,000 6.50%
Series 1992-3 Bank of New York $ 158,525,000 31.71%
(File No. 33- Chase Manhattan Bank 134,500,000
54462) 26.90%
Chase Manhattan Bank Correspondent 30,000,000 6.00%
Clearing Services
Chase Manhattan Bank/Chemical 60,500,000
12.10%
Fuji Bank & Trust Company 27,000,000
5.40%
Series 1993-1 Bank of New York $ 93,130,000 12.42%
(File No. 33- Bankers Trust Company 51,850,000
57988) 6.91%
Chase Manhattan Bank 245,560,000 32.74%
Citicorp Services, Inc. 100,000,000
13.33%
SSB-Custodian 116,225,000
15.50%
Series 1993-2 Bank of New York $ 61,630,000 6.16%
(File No. 33- Chase Manhattan Bank $ 328,635,000
63684) 32.86%
Chase Manhattan Bank, Trust 200,000,000
20.00%
Investors Fiduciary Trust Company/SSB 109,580,000 10.96%
Prudential Securities Incorporated 93,900,000 9.39%
SSB-Custodian 101,925,000 10.19%
Series 1993-3 Bank of New York $50,955,000 6.79%
(File No. 33- Bankers Trust Company 166,810,000 22.24%
64244)
Chase Manhattan Bank 203,200,000 27.09%
SSB-Custodian 106,075,000
14.14%
Series 1993-4 Bank of New York $539,310,000 53.93%
(File No. 33- Chase Manhattan Bank 129,850,000 12.99%
64244)
Citicorp Services, Inc. 74,370,000
7.44%
Series 1994-1 Bank of New York $106,800,000 14.24%
(File No. 33- Bankers Trust Company $ 84,485,000 11.26%
64244)
Chase Manhattan Bank 120,730,000 16.10%
Chase Manhattan Bank/Chemical 68,550,000 9.14%
SSB-Custodian 259,285,000 34.57%
Series 1994-2 Chase Manhattan Bank $ 511,750,000 56.86%
(File No. 33- Chase Manhattan Bank/Chemical 54,250,000 6.03%
64244)
Citicorp Services, Inc. 51,500,000 5.72%
Goldman, Sachs & Co. 49,455,000 5.50%
SSB-Custodian 102,000,000 11.33%
</TABLE>
The address of each of the above participants is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
(b) Not Applicable
(c) Not Applicable
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
None
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, And Reports On
Form 8-K
- -------- -------------------------------------------------------
- ---------
(a) The following documents are filed as part of this
Report:
3. Exhibits:
99.01 Annual Accountant's report dated July 26, 1996
with respect to Series 1991-1 (File No. 33-41850),
Series 1992-1 (File No. 33-47934), Series 1992-2 (File
No 33-49850), Series 1992-3 (File No 33-54462), Series
1993-1 (File No 33-57988), Series 1993-2 (File No. 33-
63684) Series 1993-3 (File No. 33-64244) Series 1993-4
(File No. 33-64244) Series 1994-1 (File No. 33-64244)
Series 1994-2 (File No. 33-64244).
99.02 Annual Servicer's Certificate dated
August 26, 1996 with respect to Series 1991-1 (File No.
33-41850), Series 1992-1 (File No. 33-47934), Series
1992-2 (File No 33-49850), Series 1992-3 (File No 33-
54462), Series 1993-1 (File No 33-57988), Series 1993-2
(File No. 33-63684) Series 1993-3 (File No. 33-64244)
Series 1993-4 (File No. 33-64244) Series 1994-1 (File
No. 33-64244) Series 1994-2 (File No. 33-64244).
(b) Three reports on Form 8-K were filed by the registrant
for each month
during the quarter ended December 31, 1996. This report
included the
following:
Item 2. Acquisition or Disposition of Assets
Item 5. Other Events
(c) See item 14(a) (3) above.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MBNA America Bank, National
Association
As originator of Trust
Registrant
Date: March 25, 1997 By: /s/ Marguerite M. Boylan
--------------------------
- ------
Marguerite M. Boylan
Vice President
Exhibit 99.01
Independent Accountant's Report
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have examined management's assertion that MBNA America Bank, N.A.
("MBNA" or "the Company"), a wholly owned subsidiary of MBNA Corporation
complied with the covenants and conditions of sections 2.05(e), 2.06,
2.07, 2.08(a), 3.02, 3.04(a) and (b), 3.06(b), 4.02(a) and 4.03(a) and
(c) of the Pooling and Servicing Agreement dated as of September 25,
1991 ("Agreement") and sections 3(b), 4.04(a)(i), 4.04(b), 4.05, 4.06,
5.02(a), 9(c), (d) and (f) and 11 of the applicable Series Pooling and
Servicing Agreement Supplements ("Agreement Supplements"), specified in
Attachment A, between MBNA and Bankers Trust Company, as of June 30,
1996 and for the year then ended. This assertion is included in the
accompanying report by management titled, "Report of Management on
Credit Card Trust Control Structure Policies and Procedures and Pooling
and Servicing Agreement Compliance" (the "Report"). Management is
responsible for MBNA's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about
the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about MBNA's compliance
with those requirements and performing such other procedures as we
considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination of MBNA's compliance
with specified requirements.
As discussed in the Report, management in providing its assertion on
compliance assumed the accuracy of the reports prepared by MBNA's bank
card processor and did not extend its assessment to the relevant aspects
of MBNA's compliance that are the responsibility of the bank card
processor. Accordingly, and in accordance with Section 3.06(a) of the
Agreement, our examination did not extend to those aspects of MBNA's
compliance that are the responsibility of the bank card processor and we
do not express an opinion or any other form of assurance on those
compliance aspects.
In our opinion, management's assertion that MBNA was in compliance with
the covenants and conditions of the sections in the Agreement and the
applicable Agreement Supplement, referred to above, as of June 30, 1996
and for the year then ended is fairly stated, in all material respects.
This report is intended solely for the information and use of the board
of directors and management of MBNA and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement or in the Exhibits
attached thereto or in the applicable Series' Underwriting Agreement, as
specified in Attachment A. However, this report is a matter of public
record as a result of being included as an exhibit to the annual report
on Form 10-K prepared by MBNA and filed with the Securities and Exchange
Commission on behalf of MBNA Master Credit Card Trust and its
distribution is not limited.
Ernst & Young, LLP
July 26, 1996
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C>
Series Pooling and Servicing Lead Underwriter Date ofUnderwriting Agreement
Series Supplement Dated
1991 - 1 9/25/91 Merrill Lynch & Co. 18-Sep-91
1992 - 1 5/29/92 Merrill Lynch & Co. 21-May-92
1992 - 2 8/6/92 Shearson Lehman Brothers Inc 30-Jul-92
1992 - 3 11/24/92 The First Boston Corporation 18-Nov-92
1993 - 1 2/25/93 Merrill Lynch & Co. 18-Feb-93
1993 - 2 6/15/93 The First Boston Corporation 8-Jun-93
1993 - 3 8/24/93 J.P. Morgan Securities Inc. 16-Aug-93
1993 - 4 12/7/93 Lehman Brothers Inc. 30-Nov-93
1994 - 1 2/25/94 CS First Boston Corporation 17-Feb-94
1994 - 2 5/26/94 Merrill Lynch & Co. 19-May-94
</TABLE>
Independent Accountant's Report
on Applying Agreed-Upon Procedures
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have performed the procedures enumerated below, which were agreed to
by MBNA America Bank, N.A. ("MBNA") and Bankers Trust Company, solely to
assist you with respect to the monthly certificates for each series (as
specified in Attachment A) in the MBNA Master Credit Card Trust
("Trust"), prepared by MBNA pursuant to subsection 3.04(b) of the
Pooling and Servicing Agreement ("Agreement") dated as of September 25,
1991 between MBNA and Bankers Trust Company, as of June 30, 1996 and for
the year then ended. This engagement to apply agreed-upon procedures
was performed in accordance with standards established by the American
Institute of Certified Public Accountants. The sufficiency of the
procedures is solely the responsibility of MBNA and Bankers Trust
Company. Consequently, we make no representation regarding the
sufficiency of the procedures described below either for the purpose for
which this report has been requested or for any other purpose.
Our procedures were as follows: We have compared the amounts in the
"mathematical calculations" set forth in the monthly certificates for
each series in the Trust, for the period July 1, 1995 to June 30, 1996
prepared by MBNA pursuant to subsection 3.04(b) of the Agreement with
reports prepared by MBNA's bank card processor, which were the source of
such amounts.
As a result of the procedures performed we noted no instances where such
amounts set forth in the monthly certificates were not in agreement with
reports prepared by MBNA's bank card processor.
We were not engaged to, and did not, perform an audit, the objective of
which would be the expression of an opinion on the monthly certificates
for each series included in the Trust, prepared by MBNA pursuant to
subsection 3.04(b) of the Agreement or on the reports prepared by MBNA's
bank card processor. Had we performed additional procedures with
respect to both the monthly certificates prepared by MBNA pursuant to
subsection 3.04(b) of the Agreement and the reports prepared by MBNA's
bank card processor, which were the source of such amounts, other
matters might have come to our attention that would have been reported
to you. This report relates only to the comparison of the amounts in
the mathematical calculations specified above and does not extend to any
financial statements of MBNA taken as a whole.
This report is intended solely for the information and use of the
specified users listed above and should not be used by those who have
not agreed to the procedures and taken responsibility for the
sufficiency of the procedures for their purposes. However, this report
is a matter of public record as a result of being included as an exhibit
to the annual report on Form 10-K prepared by MBNA and filed with the
Securities and Exchange Commission on behalf of MBNA Master Credit Card
Trust and its distribution is not limited.
Ernst & Young, LLP
July 26, 1996
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C>
Series Pooling and Servicing Lead Underwriter Date ofUnderwriting Agreement
Series Supplement Dated
1991 - 1 9/25/91 Merrill Lynch & Co. 18-Sep-91
1992 - 1 5/29/92 Merrill Lynch & Co. 21-May-92
1992 - 2 8/6/92 Shearson Lehman Brothers Inc 30-Jul-92
1992 - 3 11/24/92 The First Boston Corporation 18-Nov-92
1993 - 1 2/25/93 Merrill Lynch & Co. 18-Feb-93
1993 - 2 6/15/93 The First Boston Corporation 8-Jun-93
1993 - 3 8/24/93 J.P. Morgan Securities Inc. 16-Aug-93
1993 - 4 12/7/93 Lehman Brothers Inc. 30-Nov-93
1994 - 1 2/25/94 CS First Boston Corporation 17-Feb-94
1994 - 2 5/26/94 Merrill Lynch & Co. 19-May-94
</TABLE>
Independent Accountant's Report
MBNA America Bank, N.A.
400 Christiana Road
Newark, Delaware 19713
and
Bankers Trust Company
4 Albany Street
7th Floor
New York, New York 10015
MBNA Master Credit Card Trust
We have examined management's assertion that MBNA America Bank, N.A.
("MBNA"), a wholly owned subsidiary of MBNA Corporation maintained
control structure policies and procedures over the functions performed
as servicer of the MBNA Master Credit Card Trust ("Trust"), including
all Series of the Trust, that are effective, as of June 30, 1996 in
providing reasonable assurance that Trust assets are safeguarded against
loss from unauthorized use or disposition and that transactions are
executed in accordance with management's authorization in conformity
with the Pooling and Servicing Agreement ("Agreement") dated as of
September 25, 1991, and the applicable Pooling and Servicing Agreement
Supplement for each Series, as specified in Attachment A (together the
"Agreements"), between MBNA as Seller and Owner/Servicer, and Bankers
Trust Company, as Trustee on behalf of the Certificate holders of the
Trust, and are recorded properly to permit the preparation of the
required financial reports. This assertion is included in the
accompanying report of management titled, "Report of Management on
Credit Card Trust Control Structure Policies and Procedures and Pooling
and Servicing Agreement Compliance" (the "Report").
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants, and accordingly,
included obtaining an understanding of the control structure policies
and procedures over the functions performed by MBNA as servicer of the
Trust, testing and evaluating the design and operating effectiveness of
the policies and procedures, and such other procedures as we considered
necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion.
As discussed in the Report, management in providing its assertion on the
control structure policies and procedures assumed the accuracy of
reports prepared by MBNA's bank card processor and did not extend its
assessment to the control structure policies and procedures of MBNA's
bank card processor. Accordingly, and in accordance with Section
3.06(a) of the Agreement, our examination did not extend to the control
structure policies and procedures of MBNA's bank card processor and we
do not express an opinion or any other form of assurance on those
control structure policies and procedures.
Because of inherent limitations in any control structure policies and
procedures, errors or irregularities may occur and not be detected.
Also, projections of any evaluation of the control structure policies
and procedures over the functions performed by MBNA as servicer of the
Trust to future periods are subject to the risk that the policies and
procedures may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, management's assertion, that MBNA maintained control
structure policies and procedures over the functions performed as
servicer of the Trust that are effective, as of June 30, 1996, in
providing reasonable assurance that Trust assets are safeguarded against
loss from unauthorized use or disposition and that transactions are
executed in accordance with management's authorization in conformity
with the Agreements, between MBNA as Seller and Owner/Servicer, and
Bankers Trust Company, as Trustee on behalf of the Certificate holders
of the Trust, and are recorded properly to permit the preparation of the
required financial reports, is fairly stated, in all material respects,
based upon the following criteria specified in the Report:
Policies and procedures provide reasonable assurance that funds
collected are remitted to the Trustee in accordance with the
Agreements.
Policies and procedures provide reasonable assurance that Trust
assets are segregated from those retained by MBNA in accordance
with the Agreements.
Policies and procedures provide reasonable assurance that expenses
incurred by the Trust are calculated and remitted in accordance
with the Agreements.
Policies and procedures provide reasonable assurance that the
addition of accounts to the Trust are authorized in accordance
with the Agreements.
Policies and procedures provide reasonable assurance that the
removal of accounts from the Trust are authorized in accordance
with the Agreements.
Policies and procedures provide reasonable assurance that Trust
assets amortizing out of the Trust are calculated in accordance
with the Agreements.
Policies and procedures provide reasonable assurance that monthly
Trust reports generated in the form of "Exhibits" and provided to
the Trustee are reviewed by a Vice President or above prior to
distribution.
Policies and procedures provide reasonable assurance that monthly
Trust reports generated in the form of "Exhibits" contain all
required information per section 5.02 of the Agreements.
This report is intended solely for the information and use of the board
of directors and management of MBNA and should not be referred to or
distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement or in the Exhibits
attached thereto or in each Series' Underwriting Agreement , as
specified in Attachment A. However, this report is a matter of public
record as a result of being included as an exhibit to the annual report
on Form 10-K prepared by MBNA and filed with the Securities and Exchange
Commission on behalf of MBNA Master Credit Card Trust and its
distribution is not limited.
Ernst & Young, LLP
July 26, 1996
<TABLE>
<CAPTION>
Attachment A
<S> <C> <C> <C>
Series Pooling and Servicing Lead Underwriter Date ofUnderwriting Agreement
Series Supplement Dated
1991 - 1 9/25/91 Merrill Lynch & Co. 18-Sep-91
1992 - 1 5/29/92 Merrill Lynch & Co. 21-May-92
1992 - 2 8/6/92 Shearson Lehman Brothers Inc 30-Jul-92
1992 - 3 11/24/92 The First Boston Corporation 18-Nov-92
1993 - 1 2/25/93 Merrill Lynch & Co. 18-Feb-93
1993 - 2 6/15/93 The First Boston Corporation 8-Jun-93
1993 - 3 8/24/93 J.P. Morgan Securities Inc. 16-Aug-93
1993 - 4 12/7/93 Lehman Brothers Inc. 30-Nov-93
1994 - 1 2/25/94 CS First Boston Corporation 17-Feb-94
1994 - 2 5/26/94 Merrill Lynch & Co. 19-May-94
</TABLE>
Exhibit 99.02
EXHIBIT D
FORM OF ANNUAL SERVICER'S CERTIFICATE
MBNA AMERICA BANK, N.A.
MBNA MASTER CREDIT CARD TRUST
The undersigned, a duly authorized representative
of MBNA America Bank, N.A. (the "Bank"), as Servicer
pursuant to the Pooling and Servicing Agreement dated as of
September 25, 1991 (the "Pooling and Servicing Agreement")
by and between the Bank and Bankers Trust Company, as
trustee, (the "Trustee") does hereby certify that:
1. The Bank is Servicer under the Pooling and
Servicing Agreement.
2. The undersigned is duly authorized pursuant to
the Pooling and Servicing Agreement to execute and deliver
this Certificate to the Trustee.
3. This Certificate is delivered pursuant to
Section 3.05 of the Pooling and Servicing Agreement.
4. A review of the activities of the Servicer
during the twelve month period ended June 30, 1996 was
conducted under my supervision.
5. Based on such review, the Servicer has, to the
best of my knowledge, fully performed all its obligations
under the Pooling and Servicing Agreement throughout such
twelve month period and no default in the performance of
such obligations has occurred or is continuing except as set
forth in paragraph 6 below.
6. The following is a description of each default
in the performance of the Servicer's obligations under the
provisions of the Pooling and Servicing Agreement known to
me to have been made during the twelve month period ended
June 30, 1996, which sets forth in detail (i) the nature of
each such default, (ii) the action taken by the Servicer, if
any, to remedy each such default and (iii) the current
status of each such default:
"None"
IN WITNESS WHEREOF, the undersigned has duly
executed this Certificate this 26th day of August, 1996.
Marguerite M. Boylan
Name: Marguerite M. Boylan
Title: Vice President
