0000950133-02-001119 Sample Contracts

Contract
Trust 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.

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AMENDMENT NO. 1 TO THE AGENCY AGREEMENT
Agency 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”).

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