1 AMENDMENTMbna Corp • March 21st, 1997 • National commercial banks • New York
Trust Indenture Trust Agreement Act Section SectionTrust Agreement • June 26th, 2002 • Mbna Corp • National commercial banks • Delaware
EXHIBIT 1 MBNA Capital D MBNA Capital E MBNA Capital F MBNA Capital G Preferred Securities guaranteed to the extent set forth in the Guarantees by MBNA Corporation -------------------------------- Underwriting Agreement ----------------------Underwriting Agreement • June 26th, 2002 • Mbna Corp • National commercial banks • New York
RECITALSCredit Agreement • March 19th, 1999 • Mbna Corp • National commercial banks • California
Exhibit 4.2 SECOND SUPPLEMENTAL INDENTUREMbna Corp • November 26th, 2002 • National commercial banks • New York
1 EXHIBIT 4.12 THIS AGENCY AGREEMENT is dated as of July 17, 1997 AMONG: (1) MBNA AMERICA BANK, NATIONAL ASSOCIATION, a national banking association organized pursuant to the laws of the United States of America (the "Bank"); (2) The First National...Agency Agreement • March 17th, 2000 • Mbna Corp • National commercial banks • New York
1 EXHIBIT 4.8 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • March 21st, 1997 • Mbna Corp • National commercial banks • Delaware
Exhibit 4.1 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • November 26th, 2002 • Mbna Corp • National commercial banks • Delaware
EXHIBIT 1 MBNA Capital E MBNA Capital F MBNA Capital G Preferred Securities guaranteed to the extent set forth in the Guarantees by MBNA Corporation -------------------------------- Underwriting AgreementMbna Corp • November 26th, 2002 • National commercial banks • New York
1 EXHIBITMbna Corp • March 20th, 1998 • National commercial banks
1 2/96 Performance Options MBNA CORPORATION STOCK OPTION AGREEMENT THIS AGREEMENT made this 3rd day of April 1996, by and between MBNA Corporation, a Maryland corporation (the "Company"), and [name] ("Grantee"). The parties hereto agree as follows: 1....Stock Option Agreement • March 21st, 1997 • Mbna Corp • National commercial banks
AMENDMENTMbna Corp • March 17th, 2000 • National commercial banks • New York
AMENDMENTAmendment • March 19th, 1999 • Mbna Corp • National commercial banks • New York
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDEDStock Option Agreement • July 6th, 2005 • Mbna Corp • National commercial banks • New York
STOCK OPTION AGREEMENT, dated June 30, 2005, between MBNA Corporation, a Maryland corporation (“Issuer”), and Bank of America Corporation, a Delaware corporation (“Grantee”).
AGREEMENT AND PLAN OF MERGER by and between MBNA CORPORATION and BANK OF AMERICA CORPORATION DATED AS OF JUNE 30, 2005Agreement and Plan of Merger • July 6th, 2005 • Mbna Corp • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2005 (this “Agreement”), by and between MBNA CORPORATION, a Maryland corporation (“MBNA”), and BANK OF AMERICA CORPORATION, a Delaware corporation (“Bank of America”).
ContractChange of Control Agreement • August 13th, 2003 • Mbna Corp • National commercial banks • Delaware
Change of Control Agreement dated as of July 2003 by and between MBNA Corporation, MBNA America Bank, N.A. and certain executive officers of MBNA Corporation.
1 EXHIBIT 4.6 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • March 21st, 1997 • Mbna Corp • National commercial banks • Delaware
GUARANTEE AGREEMENTGuarantee Agreement • March 28th, 2003 • Mbna Corp • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of June 27, 2002, 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 Trust Preferred Securities and Common Securities (each as defined herein and together, the “Securities”) of MBNA Capital D, a Delaware statutory business trust (the “Issuer”).
AMENDED AND RESTATED EMPLOYMENT AND RETIREMENT AGREEMENTEmployment and Retirement Agreement • March 15th, 2004 • Mbna Corp • National commercial banks • Delaware
This Amended and Restated Employment and Retirement Agreement (the “Agreement”) is dated as of December 12, 2003, by and between MBNA Corporation, a Maryland corporation with its head office in Wilmington, Delaware (together with its affiliates hereinafter the “Corporation”), and Charles M. Cawley (the “Executive”).
Dated 8th May, 2003 MBNA EUROPE FUNDING PLC - and - MBNA AMERICA BANK, NATIONAL ASSOCIATION - and - DEUTSCHE TRUSTEE COMPANY LIMITED (formerly called Bankers Trustee Company Limited) FOURTH SUPPLEMENTAL TRUST DEED further modifying and restating the...Agency Agreement • March 15th, 2004 • Mbna Corp • National commercial banks
ARTICLE I DEFINITIONSCompetitive Advance and Revolving Credit Facility Agreement • March 21st, 1997 • Mbna Corp • National commercial banks • New York
AGREEMENTAgreement • March 28th, 2003 • Mbna Corp • National commercial banks • Delaware
This Agreement is made this 15th day of December, 2002 (the “Effective Date”), by and between MBNA Corporation, a Maryland corporation with its head office in Wilmington, Delaware (together with its affiliates hereinafter the “Corporation”), and Norma Lerner.
DATED 5 JUNE 2000 MBNA INTERNATIONAL BANK LIMITED as Borrower MBNA AMERICA BANK, N.A. as Guarantor BANK ONE, NA as Lead Arranger BANK OF AMERICA N.A. LLOYDS TSB BANK PLC THE ROYAL BANK OF SCOTLAND PLC and WESTDEUTSCHE LANDESBANK GIROZENTRALE as...Mbna Corp • March 23rd, 2001 • National commercial banks
substance, satisfactory to the Agent. The Agent undertakes to give such confirmation promptly upon its having received all such documents and found them to be satisfactory.
ContractMbna Corp • March 15th, 2004 • National commercial banks
The following additional executive officers have entered into an Executive Non-Compete Agreement in the form attached as Exhibit 10 of Form 10-Q for the quarter ended September 30, 1999. The number of shares of restricted stock issued under Section 4 of the agreement is as follows.
Pricing AgreementPricing Agreement • August 19th, 2003 • Mbna Corp • National commercial banks
MBNA Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated August 14, 2000, relating to the Company’s Common Stock, $0.01 Par Value Per Share (the “Underwriting Agreement”), which is attached hereto and incorporated herein by reference, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Shares specified in Schedule II hereto (the “Designated Shares”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (a) all references in the Underwriting Agreement to (1) the “Initial Registration Statement” shall refer to the registration statement on Form S-3 (File No. 333-45814) and (2) the “Prospectus” shall refer to the prospectus relating to the Shares, in the form in
DATED 22 OCTOBER 2004 MBNA EUROPE BANK LIMITED as Borrower MBNA AMERICA BANK, N.A. as Guarantor as Mandated Lead Arrangers LLOYDS TSB BANK plc as Agent and THE FINANCIAL INSTITUTIONS referred to herein as Banks MULTICURRENCY REVOLVING CREDIT FACILITY...Mbna Corp • October 27th, 2004 • National commercial banks
ContractMbna Corp • March 15th, 2004 • National commercial banks
The following additional executive officers of MBNA Corporation have entered into a Change of Control Agreement identical to the agreement attached as Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2003, except that the multiplier in Section 6(d)(i)(B) is one and one-half times the sum indicated:
1 EXHIBIT 4.9 GUARANTEE AGREEMENTGuarantee Agreement • March 21st, 1997 • Mbna Corp • National commercial banks • New York
ContractTrust Agreement • March 22nd, 2002 • Mbna Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 31, 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.
EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 26th, 2002 • Mbna Corp • National commercial banks • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 19th, 2003 • Mbna Corp • National commercial banks • New York
STOCK PURCHASE AGREEMENT, dated as of August 15, 2003 (this “Agreement”), by and between Norma Lerner, Randolph Lerner and Nancy Beck, as co-Executors of the Estate of Alfred Lerner, deceased, an estate opened with the Probate Court of Cuyahoga County, Ohio, on October 28, 2002 (the “Estate”), and MBNA Corporation, a Maryland corporation (the “Company”).
BETWEEN MBNA CORPORATION (AS GUARANTOR) AND THE BANK OF NEW YORK (AS TRUSTEE) DATED AS OF MARCH 31, 1997Guarantee Agreement • March 20th, 1998 • Mbna Corp • National commercial banks • New York
AMENDMENT NO. 1 TO THE AGENCY AGREEMENTAgency Agreement • March 22nd, 2002 • Mbna Corp • National commercial banks • New York
AMENDMENT NO. 1, dated as of April 10, 2001, to the Agency Agreement, dated as of July 17, 1997 (the “Agency Agreement”), among MBNA America Bank, National Association (the “Bank”), Bank One Trust Company, N.A. (successor-in-interest to The First Chicago National Bank of Chicago) (“Bank One”) as global agent (the “Global Agent”), Bank One, NA, London Branch (“Bank One London”) acting through its specified office in London as paying agent (“London Paying Agent”) and as issuing agent (the “London Issuing Agent”), Bank One acting through its specified office in New York as registrar (the “Registrar”) and paying agent (the “New York Paying Agent”) and Crédit Agricole Indosuez (“Crédit Agricole”) in its capacity as transfer agent (the “Transfer Agent”) and as paying agent (the “Luxembourg Paying Agent”; and together with the London Paying Agent and the New York Paying Agent, the “Paying Agents”; individually, a “Paying Agent”).
Dated 24th September, 2004 MBNA EUROPE FUNDING PLC - and - MBNA AMERICA BANK, NATIONAL ASSOCIATION - and - DEUTSCHE TRUSTEE COMPANY LIMITED (formerly called Bankers Trustee Company Limited) FIFTH SUPPLEMENTAL TRUST DEED further modifying and restating...Mbna Corp • September 30th, 2004 • National commercial banks
AMENDMENT NO. 2 TO THE AGENCY AGREEMENTAgency Agreement • March 28th, 2003 • Mbna Corp • National commercial banks • New York
AMENDMENT NO. 2, dated as of April 10, 2002, to the Agency Agreement, dated as of July 17, 1997, as amended by Amendment No. 1, dated as of April 10, 2001 (the “Agency Agreement”), among MBNA America Bank, National Association (the “Bank”), Bank One Trust Company, N.A. (successor-in-interest to The First Chicago National Bank of Chicago) (“Bank One”) as global agent (the “Global Agent”), Bank One, NA, London Branch (“Bank One London”) acting through its specified office in London as paying agent (“London Paying Agent”) and as issuing agent (the “London Issuing Agent”), Bank One acting through its specified office in New York as registrar (the “Registrar”) and paying agent (the “New York Paying Agent”) and Crédit Agricole Indosuez (“Crédit Agricole”) in its capacity as transfer agent (the “Transfer Agent”) and as paying agent (the “Luxembourg Paying Agent”; and together with the London Paying Agent and the New York Paying Agent, the “Paying Agents”; individually, a “Paying Agent”).
