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Exhibit (4)(l)(4)
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of August 31, 2000, between MBNA
Corporation, a Maryland corporation, as "Depositor" and John W. Scheflen as
"Trustee." The Depositor and the Trustee hereby agree as follows:
1. The trust created hereby shall be known as MBNA Capital G 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 sue 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 of the Trust and common securities of the Trust 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, certificates, agreement and other
instruments as shall be necessary or desirable to cause the preferred securities
of the Trust
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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
of the Trust 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 of the Trust 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 of 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. The Trust may be dissolved and terminated before the issuance of the
preferred securities of the Trust at the election of the Depositor.
8. 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).
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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. Scot Kaufman
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Name: M. Scot Kaufman
Title: Senior Executive Vice President and
Chief Financial Officer
JOHN W. SCHEFLEN,
as Trustee
/s/ John W. Scheflen
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