1
EXHIBIT 4(e)(1)
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of November 4, 1996, between
MBNA Corporation, a Maryland corporation, as "Depositor" and Xxxx X. Xxxxxxxx
as "Trustee". The Depositor and the Trustee hereby agree as follows:
1. The trust created hereby shall be known as MBNA Capital I
in which name the Trustee, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and xxx and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustee the sum of $10. The Trustee hereby acknowledges receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustee hereby declares that it will hold the trust
estate in trust for the Depositor. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business
Trust Act"), and that this document constitutes the governing instrument of the
Trust. The Trustee is hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in the form attached
hereto.
3. The Depositor and the Trustee will enter into an amended
and restated Trust Agreement, satisfactory to each such party to provide for
the contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and Common Securities referred to in the 1933 Act
Registration Statement (as defined below). Prior to the execution and delivery
of such amended and restated Trust Agreement, the Trustee shall not have any
duty or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustee hereby authorize and direct
the Depositor, as the sponsor of the Trust,
(i) to file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) the
Registration Statement on Form S-3 (the "1933 Act Registration Statement"),
including any pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits contained
therein), relating to the registration under the Securities Act of 1933, as
amended, of the Preferred Securities of the Trust and certain other securities
and (b) a Registration Statement on Form 8-A (the "1934 Act Registration
Statement") (including all pre-effective and post-effective amendments thereto)
relating to the registration of the Preferred Securities of the Trust under
Section 12 of the Securities Exchange Act of 1934, as amended;
(ii) to file with one or more national securities exchange
(each, an "Exchange") or the National Association of Securities Dealers
("NASD") and execute on behalf of the Trust a listing application or
applications and all other applications, statements,
2
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any such Exchange
or the NASD's Nasdaq National Market ("NASDAQ");
(iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as the
Depositor, on behalf of the Trust, may deem necessary or desirable to register
the Preferred Securities under the securities or "Blue Sky" laws of any
jurisdiction; and
(iv) to execute on behalf of the Trust such Underwriting
Agreements with one or more underwriters relating to the offering of the
Preferred Securities as the Depositor, on behalf of the Trust, may deem
necessary or desirable.
In the event that any filing referred to in clauses (i), (ii)
and (iii) above is required by the rules and regulations of the Commission, any
Exchange, the NASD or state securities or Blue Sky laws, to be executed on
behalf of the Trust by a Trustee, the Depositor and any Trustee appointed
pursuant to Section 6 hereof are hereby authorized to join in any such filing
and to execute on behalf of the Trust any and all of the foregoing.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be one (1) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity which has its principal place of business in the State of Delaware
and otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
Trustee at any time. The Trustee may resign upon thirty days' prior notice to
the Depositor.
7. This Trust Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles).
3
3
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
MBNA CORPORATION,
as Depositor
By: /s/ M. Xxxx Xxxxxxx
-----------------------------
Name: M. Xxxx Xxxxxxx
Title: Principal Financial and Accounting Officer
XXXX X. XXXXXXXX,
as Trustee
/s/ Xxxx X. Xxxxxxxx
-----------------------------------------
