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                                                                    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 Bank of Chicago, a national banking
                    association organized pursuant to the laws of the United
                    States of America ("First Chicago") (the "Global Agent");
                    and

               (3)  First Chicago acting through its specified office in London
                    ("First Chicago London") as paying agent (the "London Paying
                    Agent") and issue agent (the "London Issuing Agent") which
                    expressions shall also include any successors appointed in
                    accordance with Section 27 of this Agreement;

               (4)  First Chicago acting through its specified office in New
                    York ("First Chicago New York") as registrar (the
                    "Registrar") and paying agent (the "NY Paying Agent") which
                    expressions shall also include any successors appointed in
                    accordance with Section 27 of this Agreement;

               (5)  Banque Indosuez Luxembourg ("Banque Indosuez") in its
                    capacity as transfer agent (the "Transfer Agent") and as
                    paying agent (the "Luxembourg Paying Agent"; together
                    with the London Paying Agent and the NY Paying Agent, the
                    "Paying Agents"; individually a "Paying Agent") which
                    expressions shall include any successors appointed in
                    accordance with Section 27 of this Agreement.


               WHEREAS:

               (A)  The Bank has entered into a Dealer Agreement dated July 17,
                    1997 with certain Dealers named therein pursuant to which
                    the Bank may from time to time issue up to US$6,500,000,000
                    aggregate principal amount (or the equivalent thereof in
                    other currencies) of its Bank Notes (the "Notes").

               (B)  The Notes will be issued subject to, and with the benefit
                    of, this Agreement.

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               (C)  The Bank has made application to the Luxembourg Stock
                    Exchange (the "Stock Exchange") with the intention that
                    Notes issued under the Program may be listed on the Stock
                    Exchange, in connection with which application the Bank has
                    procured the preparation of an offering circular dated July
                    17, 1997 (the "Offering Circular").

               IT IS HEREBY AGREED as follows:

               Section 1.  Definitions and Interpretation.

               (a) the following terms shall have the following meanings:

               "Agents" means the collective reference to the Global Agent, the
     Paying Agents, the Registrar, the London Issuing Agent and the Transfer
     Agent;

               "Authorized Representative" shall have the meaning ascribed
     thereto in Section 3(b) of this Agreement;

               "Bearer Notes" means those Notes which are for the time being
     in bearer form;

               "Business Day" means, unless otherwise agreed, a day which is
     both;

                    (a) a day (other than a Saturday or a Sunday) on which
               commercial banks and foreign exchange markets settle payments in
               New York and London; and

                    (b) either (i) in relation to a payment to be made in a
               Specified Currency other than ECU, a day on which commercial
               banks and foreign exchange markets settle payments in the
               principal financial center of the country of the relevant
               Specified Currency (if other than London or New York) or (ii) in
               relation to a payment to be made in ECU, an ECU Settlement Date
               (as defined in the ISDA Definitions);

               "Cedel" means Cedel Bank, societe anonyme or any successor
     thereto;

               "Coupon" means an interest coupon attached on issue to an
     interest-bearing Definitive Bearer Note, such coupon being substantially in
     the form set out in Exhibit F hereto or in such other form as may be agreed
     between the Bank and the Global Agent, and includes, where applicable, the
     Talon(s) appertaining thereto;


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               "Couponholders" means the several persons who are for the time
     being holders of Coupons;

               "Dealer" means Lehman Brothers Inc., Credit Suisse First
     Boston Corporation, J.P. Morgan Securities Inc., Merrill Lynch & Co. and
     Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banque Lehman
     Brothers, Lehman Brothers International (Europe), Credit Suisse First
     Boston (Europe) Limited, J.P. Morgan Securities Ltd. and Merrill Lynch
     International and any other entities appointed as dealers from time to
     time pursuant to the Distribution Agreement and notice of whose
     appointment is given to the Global Agent;

               "Definitive Bearer Note" means a definitive Bearer Note
     substantially in the form set out in Exhibit E hereto or in such other form
     as may be agreed between the Bank and the Global Agent, in each case issued
     or to be issued by the Bank pursuant to this Agreement in exchange for a
     Permanent Global Note;

               "Definitive Notes" means Definitive Bearer Notes and/or, as
     the context requires, Definitive Registered Notes;

               "Definitive Registered Note" means a definitive Registered Note
     substantially in the form set out in Exhibit B in such other form as may be
     agreed between the Bank and the Global Agent;

               "Distribution Agreement" means the agreement of even date
     herewith among the Bank and the Dealers concerning the sale of Notes to be
     issued by the Bank and includes any amendment or supplement thereto;

               "DTC" means The Depository Trust Company in New York, New
     York;

               "DTC Global Note" means a Registered Global Note deposited with a
     custodian for, and registered in the name of a nominee of, DTC;

               "Euroclear" means Morgan Guaranty Trust Company of New York,
     Brussels office, as operator of the Euroclear System or any successor
     thereto;

               "Euroclear/Cedel Global Note" means a Registered Global Note
     deposited with a common depositary for, and registered in the name of a
     nominee of, Euroclear and/or Cedel;

               "Global Note" means a Temporary Global Note or a Permanent
     Global Note;


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               "ISDA Definitions" means the 1991 ISDA Definitions, as amended
     and updated from time to time, published by the International Swaps and
     Derivatives Association, Inc.;

               "Noteholders" means the several persons who are for the time
     being holders of outstanding Notes (being, in the case of any Bearer Note,
     the bearer thereof and, in the case of any Registered Note, the registered
     owner thereof as reflected in the Note Register) except that for so long as
     any of the Notes are represented by a Global Note, each person who is for
     the time being shown in the records of Euroclear and/or Cedel as the holder
     of a particular principal amount of such Notes (other than Cedel if Cedel
     shall be an account holder of Euroclear and other than Euroclear if
     Euroclear shall be an account holder of Cedel) (in which regard any
     certificate or other document issued by Euroclear and/or Cedel as to the
     principal amount of such Notes standing to the account of any person shall
     be conclusive and binding for all purposes except in the case of manifest
     error) shall be treated by the Bank and the Agents as a holder of such
     principal amount of such Notes for all purposes other than for the payment
     of principal, premium (if any) and interest on such Notes, the right to
     which shall be vested, as against the Bank and the Agents, solely in the
     bearer of the Global Note in accordance with and subject to its terms (and
     the expressions "Noteholder", "holder of Notes" and related expressions
     shall be construed accordingly);

               "Note Register" shall have the meaning ascribed thereto in
     Section 11(a) of this Agreement;

               "Offering Circular" means the Offering Circular relating to the
     Notes as revised, supplemented, amended or updated, including any Pricing
     Supplement thereto relating to a particular Tranche of Notes and such
     documents as are from time to time incorporated therein by reference;

               "Original Issue Date" means, with respect to any Note, the
     original date of issue of such Note, being in the case of any Definitive
     Note, the date of issue of the Registered Global Note, Temporary Global
     Note or Permanent Global Note, as the case may be, which initially
     represented such Note;

               "Outstanding" means, at any particular time, all Notes
     theretofore issued other than (a) those which have been redeemed in full in
     accordance with their terms and with this Agreement, (b) those with respect
     to which the redemption date in accordance with their terms has occurred
     and the redemption monies wherefor (including any premium and all interest
     (if any) accrued thereon to the redemption date and any interest (if any)
     payable after such date) have been duly paid to or


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     deposited to the account of the Global Agent as provided herein (and, where
     appropriate, notice has been given to the Noteholders in accordance with
     the terms thereof and Section 18) and remain available for payment, (c)
     those which have become void in accordance with their terms, (d) those
     which have been cancelled, (e) those mutilated or defaced Notes which have
     been surrendered in exchange for replacement Notes in accordance with their
     terms, (f) (for the purposes only of determining the aggregate principal
     amount of Notes outstanding and without prejudice to the status of any Note
     for any other purpose) those Notes alleged to have been lost, stolen or
     destroyed and with respect to which replacement Notes have been issued in
     accordance with their terms and (g) Temporary Global Notes to the extent
     that they shall have been duly exchanged for Permanent Global Notes or
     Definitive Bearer Notes, Permanent Global Notes to the extent that they
     shall have been duly exchanged for Definitive Bearer Notes or Registered
     Global Notes, Definitive Bearer Notes to the extent that they shall have
     been duly exchanged for Registered Global Notes, and Registered Global
     Notes to the extent that they shall have been duly exchanged for Definitive
     Registered Notes, in each case pursuant to their respective terms;

               "Permanent Global Note" means a global Bearer Note substantially
     in the form set out in Exhibit D hereto or in such other form as may be
     agreed between the Bank and the Global Agent, in each case comprising Notes
     issued or to be issued by the Bank in exchange for the whole, but not the
     part, of a Temporary Global Note;

               "Pricing Supplement" means the pricing supplement prepared by the
     Bank in relation to a particular Tranche of Notes (substantially in the
     form of Annex A to the Offering Circular) as a supplement to the Offering
     Circular;

               "Procedures Memorandum" means the Procedures Memorandum
     attached as Exhibit B to the Distribution Agreement;

               "Program" means the Global Bank Note Program established by
     the Distribution Agreement;

               "Receipt" means a receipt attached on issue to a Definitive
     Bearer Note redeemable in installments for the payment of the installments
     of principal, such receipt being substantially in the form set out in
     Exhibit H hereto or in such other form as may be agreed between the Bank
     and the Global Agent;

               "Registered Global Note" means a global Registered Note
     substantially in the form set out in Exhibit A hereto or in such other form
     as may be agreed upon between the Bank and the Global Agent;


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               "Series" means all Notes which are denominated in the same
     currency and which have the same Stated Maturity Date, interest payment
     basis and interest payment dates, if any, (all as indicated in the
     applicable Pricing Supplement) and the terms of which, except for the
     Original Issue Date and/or the issue price (each as indicated as
     aforesaid), are otherwise identical, including whether the Notes are
     listed;

               "Stock Exchange" means the Luxembourg Stock Exchange or any other
     stock exchange(s) on which any Notes may from time to time be listed and
     reference in this Agreement to the "relevant Stock Exchange" shall, in
     relation to any Notes, be reference to the Stock Exchange on which such
     Notes are from time to time, or will be, listed;

               "Talons" means the talons, if any, for further Coupons
     appertaining to an interest-bearing Definitive Bearer Note, each such talon
     being substantially in the form set out in Exhibit G hereto or in such
     other form as may be agreed between the Bank and the Global Agent;

               "Temporary Global Note" means a global Bearer Note substantially
     in the form set out in Exhibit C hereto or in such other form as may be
     agreed between the Bank and the Global Agent;

               "Tranche" means all Notes of the same Series with the same
     Original Issue Date and the same issue price;

               "US$" and "U.S. Dollars" means the lawful currency for the
     time being of the United States.

               (b) Terms and expressions defined in the Notes and the Offering
     Circular shall have the same meanings in this Agreement, except where the
     context requires otherwise.

               (c) Any references to Notes shall, unless the context otherwise
     requires, include any Temporary Global Notes, Permanent Global Notes,
     Registered Global Notes, Definitive Bearer Notes and Definitive Registered
     Notes.

               Section 2.  Appointment of the Global Agent, the London
     Issuing Agent, the Paying Agents, the Registrar and the Transfer Agent.

               (a) First Chicago is hereby appointed as agent of the Bank, to
     act as Global Agent for the purposes specified in this Agreement and all
     matters incidental thereto, upon the terms and subject to the conditions
     specified herein.


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               (b) First Chicago New York is hereby appointed as agent of the
     Bank, to act as Registrar and NY Paying Agent for the purposes specified in
     this Agreement and all matters incidental thereto, including, inter alia,
     completing, authenticating and issuing Notes, upon the terms and subject to
     the conditions specified herein and in the Notes.

               (c) First Chicago London is hereby appointed as the agent of the
     Bank to act as London Paying Agent and London Issuing Agent for the
     purposes specified in this Agreement, including, inter alia, completing,
     authenticating and issuing Notes, upon the terms and subject to the
     conditions specified herein and in the Notes.

               (d) Banque Indosuez is hereby appointed as agent of the Bank, to
     act as Luxembourg Paying Agent and Transfer Agent for the purposes
     specified in this Agreement, upon the terms and subject to the conditions
     specified herein and in the Notes.

               (e) Each of the Global Agent, the Paying Agents, the Registrar,
     the London Issuing Agent and the Transfer Agent shall have the powers and
     authority granted to and conferred upon them, specifically, in the Notes
     and hereunder to act on behalf of the Bank and such further powers and
     authority to act on behalf of the Bank as may be mutually agreed upon.

               (f) The obligations of the Global Agent, the Paying Agents, the
     Registrar, the London Issuing Agent and the Transfer Agent shall be
     several, but not joint.

               (g) First Chicago is hereby appointed (i) Calculation Agent, for
     the purpose of calculating any variable interest rates or other bases for
     determining the payment of interest, premium or principal with respect to
     the Notes from time to time pursuant to the Calculation Agent Agreement and
     (ii) Exchange Rate Agent, for the purpose of determining exchanges of
     currencies of such payments from time to time; and, in connection with such
     appointments, the Bank and First Chicago shall endeavor to enter into a
     Calculation Agent Agreement and an Exchange Agent Agreement after the date
     hereof, which Calculation Agent Agreement and Exchange Agent Agreement
     shall be in such form or forms as may be mutually agreed between them.
     Notwithstanding the foregoing, the Bank may appoint a different Calculation
     Agent or Exchange Agent for any Series of Notes (which may be the Bank or
     any affiliate thereof or a Dealer purchasing such Notes or an affiliate
     thereof). The relevant Pricing Supplement will set forth the name of the
     Calculation Agent or Exchange Agent, if any, for such Series.

               Section 3.  Supply of Notes; Authorized Representatives.


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               (a) The Bank shall from time to time deliver or cause to be
     delivered to the Registrar a supply of blank Registered Global Notes and to
     the London Issuing Agent a supply of blank Temporary Global Notes and
     Permanent Global Notes as the Bank shall determine, bearing consecutive
     control numbers. Each Note shall have been executed by the manual or
     facsimile signature of an Authorized Representative (as defined in Section
     3(b)) of the Bank. The Registrar or the London Issuing Agent, as the case
     may be, will acknowledge receipt of the Notes delivered to it and will hold
     such blank Notes in safekeeping in accordance with its customary practice
     and shall complete, authenticate and deliver such Notes in accordance with
     the provisions hereof.

               (b) From time to time, the Bank shall provide the Global Agent,
     the Registrar and the London Issuing Agent with a certificate executed by
     an officer of the Bank certifying the incumbency and specimen signatures of
     those officers of the Bank authorized to execute Notes on behalf of the
     Bank by manual or facsimile signature and to give instructions and notices
     on behalf of the Bank hereunder (each an "Authorized Representative" and
     collectively the "Authorized Representatives"). Until the Global Agent, the
     Registrar or the London Issuing Agent receives a subsequent certificate,
     the Global Agent, the Registrar and the London Issuing Agent shall be
     entitled to conclusively rely on the last such certificate delivered to
     them for the purposes of determining the identities of Authorized
     Representatives of the Bank. Any Note bearing the manual or facsimile
     signatures of persons who are Authorized Representatives of the Bank on the
     date such signatures are affixed shall bind the Bank after the completion,
     authentication and delivery thereof by the Registrar or the London Issuing
     Agent, as the case may be, notwithstanding that such persons shall have
     ceased to hold office on the date such Note is so completed, authenticated
     and delivered by the Registrar or the London Issuing Agent, as the case may
     be.

               Section 4.  Issuance Instructions.

               All instructions regarding the completion, authentication and
     delivery of Notes shall be given by an Authorized Representative by
     facsimile transmission or by other acceptable written means by such
     Authorized Representative no later than 3:00 p.m. (London time, or, as the
     case may be, New York time) three Business Days prior to the proposed issue
     date. Instructions for the issuance of Bearer Notes shall be transmitted to
     the London Issuing Agent and for the issuance of Registered Notes shall be
     transmitted to the Registrar. In addition, the Dealer who has arranged to
     purchase or procure the purchase of Notes from the Bank shall notify the
     London Issuing Agent or, as the case may be, the Registrar, by facsimile
     transmission or by other acceptable written means no later than 3:00 p.m.
     (London time) in the case of the


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     London Issuing Agent or, in the case of the Registrar 3:00 p.m. (New York
     time), three Business Days prior to the proposed issue date, that payment
     by the Dealer to London Issuing Agent or the Registrar, as the case may be,
     of the purchase price of any Note has been or will be duly made upon
     delivery and (if applicable) of details of the account to which payment is
     to be made. The Bank agrees to deliver issuance instructions to the London
     Issuing Agent via tested telex or facsimile and to the Registrar via
     facsimile transmission.

               Section 5.  Issue of Registered Global Notes.

               (a) Upon (x) receipt of instructions from an Authorized
     Representative in accordance with Section 4 hereof and the Procedures
     Memorandum regarding the completion, authentication and delivery of one or
     more Registered Global Notes or (y) the occurrence of any event which
     pursuant to the terms of a Permanent Global Note or Definitive Bearer
     Note(s) requires the issuance of a Registered Global Note, the Registrar
     shall cause to be withdrawn from safekeeping the necessary and applicable
     Registered Global Note(s) and, in accordance with such written
     instructions, shall:

               (i)  complete such Registered Global Note(s);

              (ii)  attach the relevant Pricing Supplement as supplied by the
                    Bank;

             (iii)  register such Registered Global Note(s) in the name of Cede
                    & Co., or another nominee of DTC, and/or in the name of a
                    nominee of Euroclear and/or Cedel, as specified in such
                    instructions;

              (iv)  authenticate such Registered Global Note(s); and

               (v)  (A)  deliver such Registered Global Note(s) to a
                    custodian of DTC in accordance with such instructions
                    against receipt from the custodian of confirmation that
                    such custodian is holding the Registered Global Note(s)
                    so delivered in safe custody for the account of DTC and
                    instruct DTC to credit the Notes represented by such
                    Registered Global Note(s), unless otherwise agreed in
                    writing between the Registrar and the Bank, to the
                    Registrar's participant account at DTC; and/or

                    (B) deliver such Registered Global Note(s) to the specified
                    common depositary of Euroclear and Cedel in accordance with
                    such instructions against receipt from the common depositary
                    of confirmation that such common


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                    depositary is holding the Registered Global Note(s) so
                    delivered in safe custody for the account of Euroclear
                    and/or Cedel and instruct Euroclear or Cedel or both of them
                    (as the case may be) to credit the Notes represented by such
                    Registered Global Note(s), unless otherwise agreed in
                    writing between the London Issuing Agent or the Global Agent
                    and the Bank, to the London Issuing Agent's or the Global
                    Agent's distribution account; and/or

                    (C) deliver such Registered Global Note(s) to the specified
                    common depositary of Euroclear and Cedel in exchange for
                    such Permanent Global Note or Definitive Bearer Note against
                    receipt from the common depositary of confirmation that such
                    common depositary is holding the Registered Global Note(s)
                    in safe custody for the account of Euroclear and/or Cedel in
                    accordance with the terms of the relevant letters of
                    undertaking among such common depositary and Euroclear
                    and/or Cedel;

     provided, that instructions regarding the completion and authentication of
     such Note(s) are received by the Registrar not less than three Business
     Days prior to the date of settlement relating to such Note(s).

               (b) The Registrar shall provide DTC, and the London Issuing Agent
     shall provide Euroclear and/or Cedel with such notifications, instructions
     or other information to be given by the Registrar or the London Issuing
     Agent, as the case may be, to DTC, Euroclear and/or Cedel as may be
     required.

               Section 6.  Issue of Temporary Global Notes.

               (a) Upon receipt of instructions from an Authorized
     Representative in accordance with Section 4 hereof and the Procedures
     Memorandum regarding the completion, authentication and delivery of one or
     more Temporary Global Notes, the London Issuing Agent shall cause to be
     withdrawn from safekeeping the necessary and applicable Temporary Global
     Note and, in accordance with such written instructions, shall:

               (i)  complete such Temporary Global Note(s);

              (ii)  attach the relevant Pricing Supplement as supplied by the
                    Bank;

             (iii)  authenticate such Temporary Global Note(s); and


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              (iv)  deliver such Temporary Global Note(s) to the specified
                    common depositary of Euroclear and Cedel in accordance
                    with such instructions against receipt from the common
                    depositary of confirmation that such common depositary is
                    holding the Temporary Global Note(s) in safe custody for
                    the account of Euroclear and/or Cedel and instruct
                    Euroclear or Cedel or both of them (as the case may be)
                    to credit the Notes represented by such Temporary Global
                    Note(s), unless otherwise agreed in writing between the
                    London Issuing Agent and the Bank, to the London Issuing
                    Agent's distribution account;

     provided, that instructions regarding the completion and authentication of
     such Note(s) are received by the London Issuing Agent not less than five
     Business Days prior to the date of settlement relating to such Note(s).

               (b) The London Issuing Agent shall provide Euroclear and/or Cedel
     with such notifications, instructions or other information to be given by
     the London Issuing Agent to Euroclear and/or Cedel as may be required.

               Section 7.  Issue of Permanent Global Notes.

               (a) Upon the occurrence of any event which pursuant to the terms
     of a Temporary Global Note requires the issue of a Permanent Global Note,
     the London Issuing Agent shall cause to be withdrawn from safekeeping the
     necessary and applicable Permanent Global Note and, in accordance with the
     terms of the Temporary Global Note, shall:

               (i)  complete a Permanent Global Note in accordance with the
                    terms of the Temporary Global Note;

              (ii)  attach the relevant Pricing Supplement as supplied by the
                    Bank;

             (iii)  authenticate such Permanent Global Note; and

              (iv)  deliver such Permanent Global Note to the specified
                    common depositary that is holding the Temporary Global
                    Note for the time being on behalf of Euroclear and/or
                    Cedel in exchange for such Temporary Global Note against
                    receipt from the common depositary of confirmation that
                    such common depositary is holding the Permanent Global
                    Note in safe custody for the account of Euroclear and/or
                    Cedel.


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               (b) The London Issuing Agent shall provide Euroclear and/or Cedel
     with such notifications, instructions or other information to be given by
     the London Issuing Agent to Euroclear and/or Cedel as may be required.

               Section 8.  Issue of Definitive Bearer Notes.

               (a) Upon notice from Euroclear or Cedel pursuant to the terms of
     a Global Note requiring the issue of one or more Definitive Bearer Notes in
     exchange for the Global Note, the London Issuing Agent shall cause to be
     withdrawn from safekeeping the necessary and applicable Definitive Bearer
     Note(s) and, in accordance with the terms of the Permanent Global Note,
     shall:

               (i)  complete, if applicable, an equal aggregate principal amount
                    of Definitive Bearer Notes of authorized denominations and
                    of like tenor and with identical terms as the Global Note in
                    accordance with the terms of the Global Note;

              (ii)  authenticate such Definitive Bearer Note(s); and

             (iii)  deliver such Definitive Bearer Note(s) to or to the order of
                    Euroclear and/or Cedel in exchange for such Global Note.

               The London Issuing Agent shall notify the Bank forthwith upon
     receipt of a request for the issuance of Definitive Bearer Note(s) in
     accordance with the provisions of a Global Note.

               (b) The Bank shall deliver to the London Issuing Agent, pursuant
     to a request for the issue of Definitive Bearer Notes under the terms of
     the relevant Permanent Global Note, a sufficient number of Definitive
     Bearer Notes (with, if applicable, Receipts, Coupons and Talons attached)
     executed by an Authorized Representative to enable the London Issuing Agent
     to comply with its obligations under this Section 8.

               Section 9.  Issue of Definitive Registered Notes.

               (a) Definitive Registered Notes shall be issued only if permitted
     by applicable law and (i) in the case of a DTC Global Note, DTC notifies
     the Bank that it is unwilling or unable to continue as depositary for the
     DTC Global Note or DTC ceases to be a clearing agency registered under the
     Securities Exchange Act of 1934, as amended, if so required by applicable
     law or regulation, and, in either case, a successor depositary is not
     appointed by the Bank within 90 days after


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     receiving such notice or becoming aware that DTC is no longer so
     registered, (ii) in the case of any other Registered Global Note, if the
     clearing system(s) through which it is cleared and settled is closed for
     business for a continuous period of 14 days (other than by reason of
     holidays, statutory or otherwise) or announces an intention to cease
     business permanently or does in fact do so, (iii) the Bank in its
     discretion elects to issue Definitive Registered Notes or (iv) after the
     occurrence of an Event of Default with respect to any Registered Global
     Note, the beneficial owners representing a majority in principal amount of
     such Registered Global Note advise the relevant clearing system through its
     participants to cease acting as depositary for such Registered Global Note.

               (b) Upon the occurrence of any event specified in Section 9(a)
     which pursuant to the terms of a Registered Global Note requires the issue
     of Definitive Registered Notes in exchange for the Registered Global Note,
     the Registrar shall cause to be withdrawn from safekeeping the necessary
     and applicable Definitive Registered Note(s) and, in accordance with the
     terms of the Registered Global Note, shall:

               (i)  complete an equal aggregate principal amount of Definitive
                    Registered Note(s) of authorized denominations and of like
                    tenor with identical terms as the Registered Global Note in
                    accordance with the terms of the
                    Registered Global Note;

              (ii)  register such Definitive Registered Notes in the name or
                    names of such persons as the relevant clearing system shall
                    instruct the Registrar in writing;

             (iii)  authenticate such Definitive Registered Notes; and

              (iv)  deliver such Definitive Registered Notes to the relevant
                    clearing system or pursuant to such clearing system's
                    written instructions in exchange for such Registered Global
                    Note.

               (c) The Bank shall deliver to the Registrar, upon the occurrence
     of any event specified in Section 9(a) which pursuant to the terms of a
     Registered Global Note requires the issue of Definitive Registered Notes, a
     sufficient number of Definitive Registered Notes executed by an Authorized
     Representative to enable the Registrar to comply with its obligations under
     this Section 9.


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               Section 10.  Exchanges.

               (a) Upon any exchange of a Temporary Global Note in whole, but
     not in part, for an interest in a Permanent Global Note or for Definitive
     Bearer Notes, as the case may be, the London Issuing Agent shall cancel or
     arrange for cancellation such Temporary Global Note. Upon any exchange of a
     Permanent Global Note for Definitive Bearer Notes, the Permanent Global
     Note shall be endorsed to reflect the reduction of its principal amount by
     the aggregate principal amount so exchanged. Until exchanged in full, the
     holder of an interest in any Permanent Global Note shall in all respects be
     entitled to the same benefits as the holder of Notes, Receipts and Coupons
     authenticated and delivered hereunder, except as set forth therein. The
     London Issuing Agent is hereby authorized on behalf of the Bank (i) to
     endorse or to arrange for the endorsement of the relevant Permanent Global
     Note to reflect the reduction in the principal amount represented thereby
     by the amount so exchanged and, if appropriate, to endorse the Permanent
     Global Note to reflect any increase in the principal amount represented
     thereby, and in either case, to sign in the relevant space on the relevant
     Permanent Global Note recording such exchange or increase and (ii) in the
     case of a total exchange, to cancel or arrange for the cancellation of the
     relevant Permanent Global Note.

               (b) Upon any exchange of a Temporary Global Note in whole, but
     not in part, for an interest in a Registered Global Note, the London
     Issuing Agent shall cancel or arrange for cancellation such Temporary
     Global Note. Upon any exchange of all or a portion of an interest in a
     Permanent Global Note for an interest in a Registered Global Note, the
     Permanent Global Note shall be endorsed to reflect the reduction of its
     principal amount by the aggregate principal amount so exchanged. Until
     exchanged in full, the holder of an interest in any Permanent Global Note
     shall in all respects be entitled to the same benefits as the holder of
     Notes, Receipts and Coupons authenticated and delivered hereunder, except
     as set forth therein. The London Issuing Agent and the Registrar, as the
     case may be, are hereby authorized on behalf of the Bank (i) to endorse or
     to arrange for the endorsement of the relevant Permanent Global Note to
     reflect the reduction in the principal amount represented thereby by the
     amount so exchanged and, if appropriate, to endorse a Registered Global
     Note to reflect any increase in the principal amount represented thereby,
     and in either case, to sign in the relevant space on the relevant Permanent
     Global Note or Registered Global Note, as the case may be, recording such
     exchange or increase and (ii) in the case of a total exchange, to cancel or
     arrange for the cancellation of the relevant Permanent Global Note.

               (c) Upon any exchange of one or more Definitive Bearer Notes for
     an interest in a Registered Global Note, the Definitive Bearer


                                      -14-
<PAGE>   15

     Note(s) so exchanged shall be cancelled by the London Issuing Agent. The
     Registrar is hereby authorized on behalf of the Bank to endorse, if
     appropriate, a Registered Global Note to reflect any increase in the
     principal amount represented thereby and, in such case, to sign in the
     relevant space on the relevant Registered Global Note recording such
     increase.

               Section 11.  Note Register; Registration, Transfer and
     Exchange; Persons Deemed Owners.

               (a) The Registrar, as registrar for the Registered Notes, shall
     maintain at its principal office in New York City, or such other location
     as may be agreed from time to time, the note register (the "Note
     Register"). The term "Note Register" shall mean the definitive register in
     which shall be recorded the names, addresses and taxpayer identification
     numbers of the holders of Registered Notes, the serial and CUSIP numbers
     (or Code/ISIN Numbers, as the case may be) of the Registered Notes, the
     Original Issue Dates thereof and details with respect to the transfer and
     exchange of Registered Notes.

               (b) Upon surrender for the purpose of registration of transfer at
     the offices of the Registrar or any Transfer Agent of any Registered Note,
     accompanied by a written instrument of transfer in form satisfactory to the
     Registrar or such Transfer Agent, executed by the registered holder, in
     person or by such holder's attorney thereunto duly authorized in writing,
     such Registered Note shall be transferred upon the Note Register and the
     Registrar shall complete, authenticate and deliver, in the name of the
     designated transferee or transferees, one or more new Registered Notes of
     authorized denominations of an equal aggregate principal amount and of like
     tenor with identical terms and provisions; provided, however, that
     Registered Notes may be delivered for the purpose of registration of
     transfer by mail at the risk and expense of the transferor. Transfers and
     exchanges of Registered Notes shall be subject to such restrictions as
     shall be set forth herein and in the text of the Notes and such reasonable
     regulations as may be prescribed by the Bank. Successive registrations and
     registrations of transfers as aforesaid may be made from time to time as
     desired, and each such registration shall be noted on the Note Register.

               (c) Notwithstanding anything to the contrary contained in Section
     11(b), if the Notes of any Series are for the time being represented by
     both a DTC Global Note and a Euroclear/Cedel Global Note and an authorized
     representative of DTC presents the DTC Global Note to the Registrar or any
     Transfer Agent, accompanied by a written instrument of transfer in form
     satisfactory to the Registrar or such Transfer Agent, executed by DTC or by
     DTC's attorney thereunto duly authorized in writing, for the purpose of
     registration of transfer of all or any


                                      -15-
<PAGE>   16

     portion of such DTC's interest in such DTC Global Note to Euroclear and/or
     Cedel, such DTC Global Note or the relevant interest therein shall be
     transferred upon the Note Register, and the Registrar shall endorse the DTC
     Global Note to reflect the reduction of its principal amount by the
     aggregate principal amount so transferred and the appropriate
     Euroclear/Cedel Global Note shall be endorsed by the Registrar to reflect
     the increase of its principal amount by the aggregate principal amount so
     transferred. The Registrar is hereby authorized on behalf of the Bank (i)
     to endorse or to arrange for the endorsement of the relevant DTC Global
     Note to reflect the reduction in the principal amount represented thereby
     by the amount so transferred and to endorse the appropriate Euroclear/Cedel
     Global Note to reflect the increase in the principal amount represented
     thereby by the amount so transferred and, in either case, to sign in the
     relevant space on the relevant Note recording such reduction or increase
     and (ii) in the case of a total exchange, to cancel or arrange for the
     cancellation of the DTC Global Note.

               (d) Notwithstanding anything to the contrary contained in Section
     11(b), if the Notes of any Series are for the time being represented by
     both a DTC Global Note and a Euroclear/Cedel Global Note and an authorized
     representative of the Euroclear or Cedel presents the Euroclear/Cedel
     Global Note to the Registrar or any Transfer Agent, accompanied by a
     written instrument of transfer in form satisfactory to the Registrar or
     such Transfer Agent, executed by the Euroclear or Cedel, as the case may
     be, or by Euroclear's or Cedel's attorney thereunto duly authorized in
     writing, for the purpose of registration of transfer of all or any portion
     of Euroclear's or Cedel's interest in such Euroclear/Cedel Global Note to
     DTC, such Euroclear/Cedel Global Note or the relevant interest therein
     shall be transferred upon the Note Register, and the Registrar shall
     endorse the Euroclear/Cedel Global Note to reflect the reduction of its
     principal amount by the aggregate principal amount so transferred and the
     appropriate DTC Global Note shall be endorsed by the Registrar to reflect
     the increase of its principal amount by the aggregate principal amount so
     transferred. The Registrar is hereby authorized on behalf of the Bank (i)
     to endorse or to arrange for the endorsement of the relevant
     Euroclear/Cedel Global Note to reflect the reduction in the principal
     amount represented thereby by the amount so transferred and to endorse the
     appropriate DTC Global Note to reflect the increase in the principal amount
     represented thereby by the amount so transferred, and in either case, to
     sign in the relevant space on the relevant Note recording such reduction or
     increase and (ii) in the case of a total exchange, to cancel or arrange for
     the cancellation of the Euroclear/Cedel Global Note.

               (e) At the option of the holder of a Registered Note, such
     Registered Note may be exchanged for other Registered Notes of any


                                      -16-
<PAGE>   17

     authorized denominations of an equal aggregate principal amount and of like
     tenor with identical terms and provisions, upon surrender of the Registered
     Note to be exchanged at the offices of the Registrar or any Transfer Agent.
     Whenever any Registered Notes are so surrendered for exchange, the
     Registrar shall complete, authenticate and deliver the Registered Notes
     which the holder of the Registered Note making the exchange is entitled to
     receive. Except as provided in Section 9, owners of beneficial interests in
     a Registered Global Note shall not be entitled to have Notes registered in
     their names, shall not receive or be entitled to receive physical delivery
     of Definitive Registered Notes and shall not be considered the owners or
     holders thereof under this Agreement.

               (f) Notwithstanding the foregoing, neither the Registrar nor any
     Transfer Agent shall register the transfer of or exchange (i) any
     Registered Note that has been called for redemption in whole or in part,
     except the unredeemed portion of any Registered Note being redeemed in
     part, (ii) any Registered Note during the period beginning at the opening
     of business 15 days before the mailing of a notice of such redemption and
     ending at the close of business on the day of such mailing, or (iii) any
     Registered Global Note if the Registrar or Transfer Agents learn that such
     proposed transfer or exchange would violate any legend contained on the
     face of such Registered Global Note.

               (g) All Registered Notes issued upon any registration of transfer
     or exchange of Registered Notes shall be valid obligations of the Bank,
     evidencing the same debt, and entitled to the same benefits as the
     Registered Notes surrendered upon such registration of transfer or
     exchange.

               (h) No service charge shall be made to a holder of Registered
     Notes for any transfer or exchange of Registered Notes, but the Transfer
     Agent will require payment of a sum sufficient to cover any stamp or other
     tax, duty, assessment or governmental charge that may be imposed in
     connection therewith.

               (i) The Bank and the Agents and any agent of the Bank or the
     Agents, may treat the holder in whose name a Registered Note is registered
     as the owner of such Registered Note for all purposes, whether or not such
     Registered Note be overdue, and neither the Bank, the Agents, nor any such
     agent shall be affected by notice to the contrary except as required by
     applicable law.

               (j) The Bank and Agents and any agent of the Bank or the Agents,
     may treat the holder of a Bearer Note as the owner of such Bearer Note for
     all purposes, whether or not such Bearer Note be


                                      -17-
<PAGE>   18

     overdue, and neither the Bank, the Agents nor any such agent shall be
     affected by notice to the contrary except as required by law.

               Section 12.  Terms of Issue.

               (a) The Registrar and the London Issuing Agent shall ensure that
     all Notes delivered to and held by it under this Agreement are issued only
     in authorized denominations and otherwise in accordance with the
     instructions received by it.

               (b) Subject to the procedures set out in the Procedures
     Memorandum, the Registrar shall be entitled to treat a facsimile
     communication and the London Issuing Agent shall be entitled to treat a
     tested telex or facsimile communication from a person purporting to be an
     Authorized Representative as sufficient instructions and authority of the
     Bank for the Registrar and the London Issuing Agent to act in accordance
     with instructions received by it pursuant to Section 12(a).

               (c) Unless otherwise agreed in writing between the Bank and the
     Global Agent, each Note credited to the Global Agent's account with DTC,
     Euroclear or Cedel following the delivery of a Registered Global Note to a
     custodian of DTC or a common depositary of Euroclear and Cedel in
     accordance with clause (v) of Section 5(a) or the delivery of a Temporary
     Global Note to a common depositary of Euroclear and Cedel in accordance
     with clause (iv) of Section 6(a), as the case may be, shall be held to the
     order of the Bank. The Registrar or the London Issuing Agent, as the case
     may be, shall ensure that the principal amount of Notes which the relevant
     purchaser has agreed to purchase is:

               (i)  debited from the account of the Registrar or the London
                    Issuing Agent, as the case may be; and

              (ii)  credited to the account of such purchaser with DTC or
                    Euroclear or Cedel, as the case may be;

     in each case only upon receipt by the Registrar or the London Issuing
     Agent, as the case may be, on behalf of the Bank of the purchase price due
     from the relevant purchaser with respect to such Notes.

               (d) If on the relevant settlement date the purchaser does not pay
     the full purchase price due from it with respect to any Note (the
     "Defaulted Note") and, as a result, the Defaulted Note remains in the
     account of the Registrar or the London Issuing Agent, as the case may be,
     with DTC or Euroclear and/or Cedel after such settlement date, the
     Registrar or the London Issuing Agent, as the case may be, shall continue
     to hold the Defaulted Note to the order of the Bank. The Registrar or the
     London Issuing Agent, as the case may be, shall notify


                                      -18-
<PAGE>   19

     the Bank forthwith of the failure of the purchaser to pay the full purchase
     price due from it with respect to any Defaulted Note and shall
     subsequently, unless otherwise instructed by the Bank, notify the Bank
     forthwith upon receipt from the purchaser of the full purchase price with
     respect to such Defaulted Note.

               (e) In the event of an issue of Notes which is to be listed on a
     Stock Exchange, subject to timely receipt of issuance instructions from the
     Bank in accordance with the terms of the Procedures Memorandum, the London
     Paying Agent shall promptly, and in any event prior to the settlement date
     with respect to such issue, send the Pricing Supplement with respect to
     such Notes to the relevant Listing Agent (as defined in Offering Circular).
     The London Paying Agent or the Luxembourg Paying Agent as the case may be,
     shall take such actions as may be requested from time to time in writing by
     the Bank or the Listing Agent (as defined in the Offering Circular) to
     permit the Notes, if applicable, to be listed on the Stock Exchange.

               (f) The Procedures Memorandum shall not be amended by the Bank
     without the prior written approval of the NY Paying Agent or the London
     Paying Agent.

               Section 13.  Payments.

               (a) The New York Paying Agent or the London Paying Agent, as the
     case may be, shall advise the Bank, no later than five Business Days (as
     defined below) prior to the date on which any payment is to be made to the
     New York Paying Agent or the London Paying Agent, as the case may be,
     pursuant to this Section 13(a), of the total amount of any principal of,
     premium, if any, and interest due on Notes on any Interest Payment Date or
     any maturity date or date of redemption or repayment and the Bank shall (i)
     before 11:00 a.m. New York City time (or London time if to the London
     Paying Agent) on the second Business Day prior to the date on which any
     payment with respect to any Notes become due, confirm to the New York
     Paying Agent or the London Paying Agent, as the case may be, by tested
     telex or facsimile or by other means acceptable to the Bank and the New
     York Paying Agent or the London Paying Agent, as the case may be, that it
     has been given instructions for the transfer of the relevant funds to the
     New York Paying Agent or the London Paying Agent, as the case may be, and
     the name and the account of the bank through which such payment is being
     made and provide details of the person or department in such bank to which
     communications to such bank should be addressed and (ii) not later than the
     Payment Time (as defined below) on the Business Day on which any payment
     with respect to any Notes becomes due, transfer to an account specified by
     the New York Paying Agent or the London Paying Agent, as the case may be,
     such amount in the relevant currency as shall be sufficient for the
     purposes of such payment in


                                      -19-
<PAGE>   20

     funds settled through such payment system as the New York Paying Agent or
     the London Paying Agent, as the case may be, and the Bank may agree. As
     used in this subsection (a), the term "Payment Time" means 11:00 a.m. local
     time in the principal financial center of the country of the currency in
     which the payment is required to be made or, in the case of a payment in
     ECU, Brussels. For the purpose of this Section 13, "Business Day" means a
     day (other than a Saturday or a Sunday) on which commercial banks and
     foreign exchange markets settle payments in The City of New York and
     London. For the purposes of this Section 13, all payments made to the NY
     Paying Agent and the London Paying Agent shall be transmitted by the Bank.

               (b) Subject to the New York Paying Agent or the London Paying
     Agent, as the case may be, being satisfied in its sole discretion that
     payment will be duly made as provided in Section 13(a), the Global Agent or
     the relevant Paying Agent shall pay or cause to be paid all amounts due
     with respect to the Notes on behalf of the Bank in the manner provided in
     the Notes. If any payment provided for in Section 13(a) is made late but
     otherwise in accordance with the provisions of this Agreement, the Global
     Agent and each Paying Agent shall nevertheless make payments with respect
     to the Notes as aforesaid following receipt by it of such payment. The Bank
     will reimburse the New York Paying Agent or the London Paying Agent for the
     cost of funding for any amount paid out by such paying agent which is
     reimbursed on a later date by the Bank.

               (c) If for any reason the New York Paying Agent or the London
     Paying Agent, as the case may be, considers in its sole discretion that the
     amounts to be received by the New York Paying Agent or the London Paying
     Agent, as the case may be, pursuant to Section 13(a) will be, or the
     amounts actually received by it pursuant thereto are, insufficient to
     satisfy all claims with respect to all payments then falling due with
     respect to the Notes, the New York Paying Agent or the London Paying Agent,
     as the case may be, shall then forthwith notify the Bank of such
     insufficiency and, until such time as the New York Paying Agent or the
     London Paying Agent, as the case may be, has received the full amount of
     all such payments, neither the Global Agent nor any Paying Agent shall be
     obliged to pay any such claims.

               (d) The New York Paying Agent or the London Paying Agent, as the
     case may be, shall on demand promptly reimburse, from funds received from
     the Bank, each Paying Agent for payments with respect to Notes properly
     made by such Paying Agent in accordance with the terms thereof and with
     this Agreement unless the New York Paying Agent or the London Paying Agent,
     as the case may be, has notified the Paying Agent, prior to the opening of
     business in the location of the office of the Paying Agent through which
     payment with respect to the Notes can be made on the


                                      -20-
<PAGE>   21

     due date of a payment with respect to the Notes, that the Global Agent or
     the London Paying Agent, as the case may be, does not expect to receive
     sufficient funds to make payment of all amounts falling due with respect to
     such Notes.

               Section 14.  Determinations and Notifications with respect to
     Notes.

               (a) The London Paying Agent shall prepare and deliver monthly
     reports to the Bank of England, the Ministry of Finance of Japan, the
     German Central Bank and, if required, the Swiss National Bank, and, if
     agreed between the Bank and the London Paying Agent, shall take all
     necessary action to comply with such other reporting requirements of any
     competent authority in respect of any relevant currency as it may be
     directed, in writing, from time to time with respect to the Notes to be
     issued hereunder.

               (b) For purposes of monitoring the aggregate principal amount of
     Notes outstanding at any time under the Program, the Exchange Rate Agent
     shall determine the U.S. Dollar equivalent of the principal amount of each
     Series of Notes denominated in another currency, each Series of Dual
     Currency Notes, each Series of Indexed Notes, each Series of Zero Coupon
     Notes and each Series of Partly Paid Notes as follows:

               (i)  the U.S. Dollar equivalent of Notes denominated in a
                    currency other than U.S. Dollars shall be determined by
                    the Exchange Rate Agent as of 2:30 P.M., London time, on
                    the Original Issue Date for such Notes by reference to
                    the spot rate for U.S. Dollars against the Specified
                    Currency provided to the Exchange Rate Agent by the Bank
                    or, if such spot rate is not so provided on a timely
                    basis, by reference to the Exchange Rate Agent's middle
                    market spot rate for U.S. Dollars against the Specified
                    Currency on the London Business Day immediately preceding
                    the date on which the Exchange Rate Agent receives the
                    Bank's instruction to issue the Notes;

              (ii)  the U.S. Dollar equivalent of Dual Currency Notes and
                    Indexed Notes shall be determined by the Exchange Rate Agent
                    in the manner specified in clause (i) above by reference to
                    the original principal amount of such Notes;

             (iii)  the principal amount of Zero Coupon Notes and any other
                    Notes issued at a discount shall be deemed to be the U.S.
                    Dollar equivalent, determined in the manner specified in
                    clause (i) above, of the face value of the Note for the
                    relevant issue; and


                                      -21-
<PAGE>   22

              (iv)  the U.S. Dollar equivalent of Partly Paid Notes shall be
                    determined by the Exchange Rate Agent in the manner
                    specified in clause (i) above by reference to the principal
                    amount thereof regardless of the amount of money paid up on
                    such Notes.

               The Exchange Rate Agent shall promptly notify the Bank of each
     determination made as aforesaid. As used in this Section 14(b), "London
     Business Day" means any day (other than a Saturday or Sunday) on which
     commercial banks and foreign exchange markets settle payments in London.

               Section 15.  Notice of any Withholding or Deduction.

               If the Bank is, with respect to any payments, compelled to
     withhold or deduct any amount for or on account of taxes, duties,
     assessments or governmental charges as specifically contemplated under the
     terms of the Notes, the Bank shall give notice thereof to the Global Agent,
     each other Paying Agent and the Registrar, if applicable, as soon as it
     becomes aware of the requirement to make such withholding or deduction and
     shall give to the Global Agent, each other Paying Agent and the Registrar,
     if applicable, such information as it shall require to enable them to
     comply with such requirement.

               Section 16.  Redemption of Notes.

               (a) If any Notes are to be redeemed prior to their Stated
     Maturity Date in accordance with their terms, the Bank shall notify the
     Global Agent not more than 75 nor less than 45 days prior to the relevant
     redemption date of the Bank's election to redeem such Notes in whole or in
     part in increments of US$1,000 or the equivalent thereof in other
     currencies, or as otherwise provided in the applicable Note or required by
     applicable laws and regulations.

               (b) Whenever less than all the Notes at any time outstanding are
     to be redeemed, the terms of the Notes to be so redeemed shall be selected
     by the Bank. If less than all the Notes with identical terms at any time
     outstanding are to be redeemed, the Notes to be so redeemed shall be
     selected by the Global Agent or any Paying Agent on its behalf by lot or in
     any usual manner approved by it. The Global Agent shall promptly notify the
     Bank in writing of the Notes selected for redemption and, in the case of
     Notes selected for partial redemption, the principal amount thereof to be
     redeemed.

               (c) Unless otherwise specified in the applicable Note, notice of
     redemption shall be given by the New York Paying Agent or the London
     Issuing Agent, at the Bank's expense, not more than 60 nor less than 30
     calendar days prior to the redemption date to each holder of a Note to


                                      -22-
<PAGE>   23

     be redeemed. Notices in respect of Registered Notes to be redeemed shall be
     given by first-class mail, postage prepaid, to each holder's address
     appearing in the Note Register. In the case of Bearer Notes to be redeemed,
     the London Issuing Agent shall publish the notice required in connection
     with any such redemption and shall at the same time also publish a separate
     list of serial numbers of any Notes previously selected and not presented
     for redemption. All notices of redemption shall identify the Notes to be
     redeemed (including CUSIP, Common Code and ISIN numbers), the date fixed
     for redemption, the redemption price, the manner in which redemption will
     be effected and, in the case of a partial redemption, the serial numbers
     (and principal amounts) of the Notes to be redeemed.

               (d) Notice of redemption having been given as described above,
     the Notes so to be redeemed shall, on the redemption date, become due and
     payable at the redemption price specified in such Notes, and from and after
     such date such Notes shall cease to bear interest. Upon surrender of any
     such Notes for redemption in accordance with such notice, the Global Agent
     or the relevant Paying Agent shall pay or cause to be paid such Notes at
     the redemption price specified in such Notes, together with unpaid interest
     accrued on such Notes at the applicable rate borne by such Notes to the
     redemption date.

               (e) Any Registered Note or Definitive Bearer Note which is to be
     redeemed only in part shall be surrendered to the London Issuing Agent or
     the Registrar, as the case may be, and the London Issuing Agent or the
     Registrar, as the case may be, shall complete, authenticate and deliver to
     a holder of such Note, without service charge, a new Registered Note or
     Definitive Bearer Note, of any authorized denomination as requested by such
     holder, in an aggregate principal amount equal to and in exchange for the
     unredeemed portion of the principal of the Note so surrendered.

               Section 17.  Repayment of Notes.

               (a) In order for any Note, in accordance with its terms, to be
     repaid in whole or in part at the option of the holder thereof prior to its
     stated maturity, such Note must be delivered by the holder thereof, with
     the form entitled "Option to Elect Repayment" (set forth in such Note) duly
     completed, to the Global Agent or such other Paying Agent, at the address
     set forth in such form or at such place or places of which the Bank shall
     from time to time notify the holders of the Notes, not more than 60 nor
     less than 30 days prior to any date fixed for such repayment of such Notes
     (the "Optional Repayment Date").

               (b) Upon surrender of any Note for repayment in accordance with
     the provisions set forth above, the Note to be repaid shall, on the


                                      -23-
<PAGE>   24

     Optional Repayment Date, become due and payable, and the Global Agent or
     the relevant Paying Agent shall pay or cause to be paid such Note on the
     Optional Repayment Date at a price, unless otherwise specified in such
     Note, equal to 100% of the principal amount thereof, together with accrued
     interest to the Optional Repayment Date.

               (c) If less than the entire principal amount of any Note is to be
     repaid, the holder thereof shall specify the portion thereof (which shall
     be in increments of US$1,000 or the equivalent thereof in other currencies,
     or as otherwise provided in the applicable Note or required by the
     applicable laws and regulations for currencies other than the U.S. Dollar)
     which such holder elects to have repaid and shall surrender such Note to
     the Global Agent, and the London Issuing Agent or the Registrar, as the
     case may be, shall complete, authenticate and deliver to the holder of such
     Note, without service charge, a new Note or Notes in an aggregate principal
     amount equal to and in exchange for the unrepaid portion of the principal
     of the Note so surrendered and in such denominations as shall be specified
     by such holder, or as otherwise provided in the applicable Note or required
     by applicable laws and regulations.

               Section 18.  Notices to Holders.

               (a) On behalf of and at the request and expense of the Bank and
     except as provided by subparagraph (c), the Global Agent shall give all
     notices required to be given by the Bank in accordance with the Notes.

               (b) All notices with respect to Registered Notes shall be mailed
     by the Global Agent by first-class mail, postage prepaid, to the holders
     thereof at their addresses appearing in the Note Register.

               (c) All notices with respect to Bearer Notes shall be published
     by the London Issuing Agent in one leading English language daily newspaper
     with circulation in London or, if that is not possible, one other English
     language newspaper with general circulation in Europe as the Bank, in
     consultation with the London Issuing Agent, shall decide, and, if directed
     by the Bank in writing, the London Issuing Agent shall, in accordance with
     such direction, also publish notices in a manner that complies with the
     rules and regulations of any Stock Exchange on which the Notes are for the
     time being listed. Any such notice shall be deemed to have been given on
     the date of the first publication.

               (d) Notwithstanding any contrary provision contained in this
     Agreement, until such time as any Definitive Bearer Notes are issued, the
     Global Agent may, so long as Temporary Global Notes or Permanent


                                      -24-
<PAGE>   25

     Global Notes are held in their entirety on behalf of Euroclear and Cedel,
     substitute for such publication required by Section 18(c) the delivery of
     the relevant notice to Euroclear and Cedel and such other clearing system
     for communication by them to the beneficial owners of interests in the
     Temporary Global Notes and Permanent Global Notes; provided, however, that,
     so long as the rules of any Stock Exchange so require and if so directed in
     writing by the Bank, such publication will nevertheless be made as
     described in the preceding paragraph in respect of Bearer Notes listed on
     such Stock Exchange. Any such notice shall be deemed to have been given to
     the beneficial owners of interests in the Temporary Global Notes and
     Permanent Global Notes on the seventh day after the day on which said
     notice was given to Euroclear and/or Cedel and/or such other clearing
     system.

               Section 19.  Cancellation of Notes, Receipts, Coupons and
     Talons.

               (a) All Notes which are purchased by or on behalf of the Bank,
     together (in the case of Definitive Bearer Notes) with all unmatured
     Receipts, Coupons or Talons (if any) attached thereto or surrendered
     therewith, may, at the election of the Bank, be cancelled by the Bank.
     Where any Notes, Receipts, Coupons or Talons are purchased and cancelled as
     aforesaid, the Bank shall procure that all relevant details are promptly
     given to the Global Agent and that all Notes, Receipts, Coupons or Talons
     so cancelled are delivered to the Global Agent. All Notes which are
     redeemed, all Receipts or Coupons which are paid and all Talons which are
     exchanged shall be cancelled by the Global Agent or any other Paying Agent
     by which they are redeemed, paid or exchanged. Each of the Paying Agents
     shall give to the Global Agent details of all payments made by it and shall
     deliver a certificate of destruction for all cancelled Notes, Receipts,
     Coupons and Talons to the Global Agent or to any Paying Agent authorized
     from time to time in writing by the Global Agent to accept delivery of
     cancelled Notes, Receipts, Coupons and Talons.

               (b) A certificate stating:

               (i)  the aggregate principal amount of Notes which have been
                    redeemed and the aggregate amount paid in respect thereof;

              (ii)  the number of Notes cancelled together (in the case of
                    Definitive Bearer Notes) with details of all unmatured
                    Receipts, Coupons or Talons (if any) attached thereto or
                    delivered therewith;


                                      -25-
<PAGE>   26

             (iii)  the aggregate amount paid with respect to interest on the
                    Notes;

              (iv)  the total number by maturity date of Receipts, Coupons and
                    Talons so cancelled; and

               (v)  (in the case of Definitive Bearer Notes) the serial numbers
                    of such Notes,

     shall be given to the Bank by the Global Agent as soon as reasonably
     practicable upon request.

               (c) Subject to being duly notified in due time and if so
     requested, the Global Agent shall give a certificate to the Bank, within
     three months of the date of purchase and cancellation of Notes as
     aforesaid, stating:

               (i)  the principal amount of Notes so purchased and cancelled;

              (ii)  the serial numbers of such Notes; and

             (iii)  the total number by maturity date of the Receipts, Coupons
                    and Talons (if any) appertaining thereto and surrendered
                    therewith or attached thereto.

               (d) The Global Agent, or the applicable Paying Agent, shall
     destroy (in accordance with its customary procedures) all cancelled Notes,
     Receipts, Coupons and Talons (unless otherwise previously instructed by the
     Bank) and, if requested, forthwith upon destruction, furnish the Bank with
     a certificate of the serial numbers of the Notes and the number by maturity
     date of Receipts, Coupons and Talons so destroyed.

               (e) Without prejudice to the obligations of the Global Agent
     pursuant to Section 19(b), the Global Agent shall keep a full and complete
     record of all Notes, Receipts, Coupons and Talons (other than serial
     numbers of Coupons, except those which have been replaced pursuant to
     Section 20) and of all replacement Notes, Receipts, Coupons or Talons
     issued in substitution for mutilated, defaced, destroyed, lost or stolen
     Notes, Receipts, Coupons or Talons. The Global Agent shall at all
     reasonable times make such record available to the Bank and any person
     authorized by any of them for inspection and for the taking of copies
     thereof or extracts therefrom.

               (f) All records and certificates made or given pursuant to this
     Section 19 and Section 20 shall make a distinction between Notes, Receipts,
     Coupons and Talons of each Series and Tranche, as appropriate.


                                      -26-
<PAGE>   27

               Section 20.  Issue of Replacement Notes, Receipts, Coupons and
     Talons.

               (a) The Bank will cause a sufficient quantity of additional forms
     of Notes, Receipts, Coupons and Talons to be available, upon request, to
     the London Issuing Agent (in the case of Temporary Global Notes, Permanent
     Global Notes, Receipts, Coupons and Talons) and to the Registrar (in the
     case of Registered Global Notes) at their specified office for the purpose
     of issuing replacement Notes, Receipts, Coupons and Talons as provided
     below.

               (b) The London Issuing Agent or the Registrar will, subject to
     and in accordance with the terms of the Notes and the following provisions
     of this Section 20, cause to be delivered any replacement Notes, Receipts,
     Coupons and Talons which the Bank may determine to issue in place of Notes,
     Receipts, Coupons and Talons which have been lost, stolen, mutilated,
     defaced or destroyed.

               (c) In the case of a mutilated or defaced Note, the London
     Issuing Agent or the Registrar shall ensure that (unless otherwise covered
     by such indemnity as the Bank may require) any replacement Note will only
     have attached to it Receipts, Coupons and Talons corresponding to those (if
     any) attached to the mutilated or defaced Note which is presented for
     replacement.

               (d) Neither the London Issuing Agent nor the Registrar shall
     issue any replacement Note, Receipt, Coupon or Talon unless and until the
     applicant therefor shall have:

               (i)  paid such costs as may be incurred in connection
                    therewith;

              (ii)  furnished it with such evidence (including evidence as to
                    the serial number of such Note, Receipt, Coupon or Talon)
                    and indemnity (which may include a bank guarantee) as the
                    Bank and the Registrar or the London Issuing Agent, as the
                    case may be, may require; and

             (iii)  in the case of any mutilated or defaced Note, Receipt,
                    Coupon or Talon, surrendered the same to the Registrar or
                    the London Issuing Agent, as the case may be.

               (e) The Registrar or the London Issuing Agent, as the case may
     be, shall cancel any mutilated or defaced Notes, Receipts, Coupons and
     Talons with respect to which replacement Notes, Receipts, Coupons and
     Talons have been issued pursuant to this Section 20 and shall, if
     requested, furnish the Bank with a certificate stating the serial


                                      -27-
<PAGE>   28

     numbers of the Notes, Receipts, Coupons and Talons so cancelled and, unless
     otherwise instructed by the Bank in writing, shall destroy (in accordance
     with its customary procedures) such cancelled Notes, Receipts, Coupons and
     Talons and, if requested, furnish the Bank with a destruction certificate
     containing the information specified in Section 19(c).

               (f) The Registrar or the London Issuing Agent, as the case may
     be, shall, on issuing any replacement Note, Receipt, Coupon or Talon,
     within three Business Days inform the Bank, the Global Agent and the Paying
     Agents of the serial number of such replacement Note, Receipt, Coupon or
     Talon issued and (if known) of the serial number of the Note, Receipt,
     Coupon or Talon in place of which such replacement Note, Receipt, Coupon or
     Talon has been issued. Whenever replacement Receipts, Coupons or Talons are
     issued pursuant to the provisions of this Section 20, the Registrar or the
     London Issuing Agent, as the case may be, shall also notify the Global
     Agent and the Paying Agents of the maturity dates of the lost, stolen,
     mutilated, defaced or destroyed Receipts, Coupons or Talons and of the
     replacement Receipts, Coupons or Talons issued.

               (g) The Global Agent shall keep a full and complete record of all
     replacement Notes, Receipts, Coupons and Talons issued and shall make such
     record available at all reasonable times to the Bank and any persons
     authorized by the Bank for inspection and for the taking of copies thereof
     or extracts therefrom.

               (h) Whenever any Definitive Bearer Note, Receipt, Coupon or Talon
     for which a replacement Note, Receipt, Coupon or Talon has been issued and
     with respect to which the serial number is known is presented to the Global
     Agent or any of the Paying Agents for payment, the Global Agent or, as the
     case may be, the relevant Paying Agent shall immediately send notice
     thereof to the Bank and the Global Agent.

               Section 21.  Copies of This Agreement and Each Pricing
     Supplement Available for Inspection.

               The Global Agent and the Paying Agents shall, for as long as any
     Note remains outstanding, hold copies of this Agreement, the Offering
     Circular (as amended or supplemented from time to time), each Pricing
     Supplement (except that a Pricing Supplement relating to unlisted Notes
     will only be available for inspection by a holder of such a Note upon
     production of evidence satisfactory to the relevant Paying Agent as to the
     identity of such holder), the Bank's Articles of Association and By-Laws,
     as amended or restated and any documents incorporated by reference into the
     Offering Circular available for


                                      -28-
<PAGE>   29

     inspection. For this purpose, the Bank shall furnish the Global Agent and
     the Paying Agents with sufficient copies of each of such documents.

               Section 22.  Commissions and Expenses.

               (a) The Bank shall pay to the Global Agent such fees and
     commissions as the Bank and the Global Agent may separately agree from time
     to time with respect to the services of the Agents, hereunder together with
     any reasonable and properly documented expenses (including legal, printing,
     postage, tax, cable and advertising expenses) incurred by the Agents in
     connection with their said services. Nothing in this Agreement shall
     obligate the Agents to take any action which would involve any such
     expenses, unless and until the Global Agent shall have received payment in
     respect thereof.

               (b) The Global Agent shall make payment of the fees and
     commissions due hereunder to the Agents, and shall reimburse their expenses
     promptly after the receipt of the relevant monies from the Bank. The Bank
     shall not be responsible for any such payment or reimbursement by the
     Global Agent to the Agents.

               Section 23.  Indemnity.

               (a) The Bank shall protect, indemnify and hold harmless the
     Global Agent and each of the other Agents against any losses, liabilities,
     costs, claims, actions, demands or expenses (including, but not limited to,
     all reasonable costs, charges and expenses paid or incurred in disputing or
     defending any of the foregoing) which the Agents may incur or which may be
     made against the Agents as a result of or in connection with their
     appointment by the Bank or the exercise of the Agents' powers and duties
     hereunder except any losses, liabilities, costs, claims, actions, demands
     or expenses as may relate to, result from or arise from the Agents' or any
     Agent's willful or intentional default, negligence or bad faith or that of
     their officers, directors, employees, agents, representatives or attorneys
     or any breach by an Agent of the terms of this Agreement.

               (b) The Global Agent, on behalf of each of the Agents and for
     itself, shall protect, indemnify and hold harmless the Bank against any
     losses, liabilities, costs, claims, actions, demands or expenses
     (including, but not limited to, all reasonable costs, charges and expenses
     paid or incurred in disputing or defending the foregoing) that may relate
     to, result from or arise from the Agents' or any Agent's willful or
     intentional default, negligence or bad faith or that of their officers,
     directors, employees, agents, representatives or attorneys or any breach by
     an Agent of the terms of this Agreement.


                                      -29-
<PAGE>   30

               (c) The obligations of the parties hereto under this section
     shall survive the payment of the Notes, the resignation or removal of any
     Agent and the termination of this Agreement.

               (d) Without prejudice to any other provisions of this Agreement,
     subject to the provisions of Section 23(b) set forth above, and in
     consideration of each Agent agreeing to act on communications and
     instructions given by facsimile, the Bank will on demand indemnify and keep
     indemnified each Agent against any losses, liabilities, costs, expenses,
     claims, actions or demands (including, without limitation, all legal fees
     and expenses and any Value Added Tax payable on such sums) which such Agent
     may incur or which may be made against such Agent as a result of such Agent
     acting on such communications or instructions which such Agent believes in
     good faith to have been given by the Bank.

               Section 24.  Repayment by the Global Agent.

               (a) The Global Agent shall, forthwith on written demand, repay to
     the Bank sums equivalent to any amounts paid by the Bank to the Global
     Agent for the payment of principal (and premium, if any) or interest with
     respect to any Registered Notes and remaining unclaimed at the end of two
     years after the principal of such Registered Notes shall have become due
     and payable (whether at the Stated Maturity Date or otherwise) and monies
     sufficient therefor shall have been duly made available for payment,
     provided that there is not any outstanding, bona fide and proper claim with
     respect to such amounts. Upon such repayment all liability of the Global
     Agent with respect to such funds shall thereupon cease.

               (b) Bearer Notes, Receipts and Coupons shall become void unless
     presented for payment within a period of two years from the date on which
     the related payment of principal or interest shall have become due and
     payable and monies sufficient therefor shall have been made available for
     payment. The Global Agent shall, forthwith on written demand, repay to the
     Bank sums equivalent to any amounts paid by the Bank to the Global Agent or
     other Agents for the payment of principal (premium, if any) or interest
     with respect to any such Bearer Note, Receipt or Coupon and remaining
     unclaimed when such Bearer Note, Receipt or Coupon becomes void and all
     liability with respect thereto shall thereupon cease.

               Section 25.  Conditions of Appointment.

               (a) The Global Agent shall be entitled to deal with money paid to
     it by the Bank for the purpose of this Agreement in the same manner as
     other money paid to a banker by its customers except:


                                      -30-
<PAGE>   31

               (i)  that it shall not exercise any right of set-off, lien or
                    similar claim in respect thereof;

              (ii)  as provided in Section 25(b) below; and

             (iii)  that it shall not be liable to account to the Bank for any
                    interest thereon except as otherwise agreed in writing
                    between the Bank and the Global Agent.

               (b) In acting hereunder and in connection with the Notes, the
     Agents shall act solely as agents of the Bank and will not thereby assume
     any obligations towards or relationship of agency or trust for or with any
     of the owners or holders of the Notes, Receipts, Coupons or Talons, except
     that all funds held by the Global Agent or the Paying Agents for payment to
     the Noteholders and deposited by the Bank for payment of specific Notes,
     Receipts, Talons or Coupons shall be held for the benefit of such holders
     or owners and applied as set forth herein, but need not be segregated from
     other funds except as required by law.

               (c) The Agents hereby undertake to the Bank to perform such
     obligations and duties, and shall be obligated to perform such duties and
     only such duties, as are herein, in the Notes and in the Procedures
     Memorandum specifically set forth, and no implied duties or obligations
     shall be read into this Agreement or the Notes or the Procedures Memorandum
     against any of the Agents.

               (d) The Global Agent may consult with reputable legal and other
     professional advisers of its selection and the written opinion of such
     advisers, rendered in good faith, shall be full and complete protection
     with respect to any action taken, omitted or suffered hereunder in good
     faith and in accordance with the opinion of such advisers.

               (e) Each of the Agents shall be protected and shall incur no
     liability for or with respect to any action taken, omitted or suffered in
     good faith reliance upon any instruction, request or order from the Bank or
     any notice, resolution, direction, consent, certificate, affidavit,
     statement, cable, telex, facsimile or other paper or document which it
     reasonably believes to be genuine and to have been delivered, signed or
     sent by an Authorized Representative.

               (f) Any of the Agents and any of their officers, directors and
     employees may become the owner of, or acquire any interest in, any Notes,
     Receipts, Coupons or Talons with the same rights that it or he would have
     if such Agent(s) concerned were not appointed hereunder, and may engage or
     be interested in any financial or other transaction with the Bank and may
     act on, or as depositary, trustee or agent for, any


                                      -31-
<PAGE>   32

     committee or body of holders of Notes or Coupons or in connection with any
     other obligations of the Bank as freely as if such Agent(s) were not
     appointed hereunder.

               (g) No Agent shall be required to expend or risk its own funds or
     otherwise incur financial liability in the performance of any of its duties
     hereunder if there is reasonable ground for believing that the repayment of
     such funds or adequate indemnity against such risk or liability is not
     reasonably assured to it.

               (h) Any Agent may execute any of the duties or powers hereunder
     or perform any duties hereunder either directly or by or through its
     agents, attorneys or custodian.

               Section 26.  Communication Between the Parties.

               A copy of all communications relating to the subject matter of
     this Agreement between the Bank or any Noteholders, Receiptholders or
     Couponholders and any of the Paying Agents, the Registrar, the London
     Issuing Agent or the Transfer Agent shall be sent to the Global Agent by
     the relevant Paying Agent or the Registrar, the London Issuing Agent or the
     Transfer Agent, as the case may be.

               Section 27.  Changes in the Global Agent, the Paying Agents,
     the Registrar, the London Issuing Agent or the Transfer Agent.

               (a) The Bank agrees that, until no Note is outstanding or until
     monies for the payment of all amounts with respect to all outstanding Notes
     have been made available to the Global Agent (whichever is the later):

               (i)  so long as any Notes are listed on any Stock Exchange, there
                    will at all times be a Paying Agent, a Registrar, a London
                    Issuing Agent and a Transfer Agent having a specified office
                    in each location required by the rules and regulations of
                    the relevant Stock Exchange;

              (ii)  there will at all times be a Paying Agent, a Registrar, a
                    London Issuing Agent and a Transfer Agent with a specified
                    office in a city in continental Europe unless, with respect
                    of any Paying Agent, payments are permitted to be made in
                    the United States and the Bank shall have appointed a Paying
                    Agent in the United States; and

             (iii) there will at all times be a Global Agent.


                                      -32-
<PAGE>   33

               Any variation, termination, appointment or change shall only take
     effect (other than in the case of insolvency, when it shall be of immediate
     effect) after not less than 30 nor more than 45 days prior notice thereof
     shall have been given to the Noteholders in accordance with Section 18
     provided that no such variation, termination, appointment or change shall
     take effect (except in the case of insolvency) within 15 days before or
     after any Interest Payment Date.

               (b) The Global Agent may (subject to the provisions of Section
     27(d)) at any time resign as Global Agent by giving written notice to the
     Bank of such intention on its part, specifying the date on which its
     desired resignation shall become effective; provided, that such date shall
     never be less than two months after the receipt of such notice by the Bank
     unless the Bank agrees to accept less notice.

               (c) The Global Agent may (subject to the provisions of Section
     27(d)) be removed at any time by the filing with it of an instrument in
     writing signed on behalf of the Bank specifying such removal and the date
     when it shall become effective.

               (d) Any resignation under Section 27(b) or removal under Section
     27(c) shall only take effect upon the appointment by the Bank (with notice
     to the Global Agent) of a successor Global Agent and (other than in cases
     of insolvency of the Global Agent) on the expiration of the notice to be
     given under Section 27(b). If, by the day falling 20 days before the
     expiration of any notice under Section 27(b), the Bank has not appointed a
     successor Global Agent, then the Global Agent shall be entitled, following
     such consultation with the Bank as may be practicable in the circumstances,
     on behalf of the Bank, to appoint as a successor Global Agent in its place
     such reputable financial institution of good standing as it may reasonably
     determine to be capable of performing the duties of the Global Agent
     hereunder, and, if, by the day falling 10 days before the expiration of any
     notice under Section 27(b), the Global Agent has not appointed a successor
     Global Agent, then the Global Agent may, at the expense of the Bank,
     petition any court of competent jurisdiction for the appointment of a
     successor agent to such Global Agent. Upon the appointment of a successor
     agent hereunder, the parties hereto and such successor agent shall
     thereafter have the same rights and obligations among them as would have
     been the case had they then entered into an agreement in the form mutatis
     mutandis of this Agreement.

               (e) In case at any time the Global Agent resigns, or is removed,
     or becomes incapable of action or is adjudged bankrupt or insolvent, or
     files a voluntary petition in bankruptcy or makes an assignment for the
     benefit of its creditors or consents to the appointment of an
     administrator, liquidator or administrative or other


                                      -33-
<PAGE>   34

     receiver of all or a substantial part of its property, or if an
     administrator, liquidator or administrative or other receiver of it or all
     or a substantial part of its property is appointed, or it admits in writing
     its inability to pay or meet its debts as they become due, or if an order
     of any court is entered approving any petition filed by or against it under
     the provisions of any applicable bankruptcy or insolvency law or if any
     officer takes charge or control of it or of its property or affairs for the
     purpose of rehabilitation, administration or liquidation, a successor
     Global Agent may be appointed by the Bank by an instrument in writing filed
     with the successor Global Agent. Upon the appointment as aforesaid of a
     successor Global Agent and acceptance by the latter of such appointment and
     (other than in the case of insolvency of the Global Agent) upon expiration
     of the notice to be given under Section 27(b) the Global Agent so
     superseded shall cease to be the Global Agent hereunder.

               (f) Subject to Section 27(a), the Bank may terminate the
     appointment of any Paying Agent, the Registrar, the London Issuing Agent or
     the Transfer Agent at any time and/or appoint one or more further Paying
     Agents, Registrars, London Paying Agents or Transfer Agents by giving to
     the Global Agent, and to the relevant Paying Agent, Registrar, London
     Issuing Agent or Transfer Agent, at least 45 days notice in writing to that
     effect.

               (g) Subject to Section 27(a), all or any of the Paying Agents or
     Transfer Agents may resign their respective appointments hereunder at any
     time by giving the Bank and the Global Agent at least 45 days written
     notice to that effect.

               (h) Upon its resignation or removal becoming effective, the
     Global Agent or the relevant Paying Agent, Registrar, London Issuing Agent
     or Transfer Agent:

               (i)  shall, in the case of the Global Agent, forthwith transfer
                    all monies held by it hereunder and the records referred to
                    in Sections 11(a), 19(c) and 20(g) to the successor Global
                    Agent hereunder; and

              (ii)  shall be entitled to the payment by the Bank of its
                    commissions and fees for the services theretofore rendered
                    hereunder in accordance with the terms of Section 22.

               (i) Upon its appointment becoming effective, a successor Global
     Agent and any new Paying Agent, London Issuing Agent, Registrar or Transfer
     Agent shall, without further act, deed or conveyance, become vested with
     all the authority, rights, powers, trust, immunities, duties


                                      -34-
<PAGE>   35

     and obligations of such predecessor with like effect as if originally named
     as Global Agent or (as the case may be) a Paying Agent, London Issuing
     Agent, Registrar or Transfer Agent hereunder.

               Section 28.  Merger and Consolidation.

               Any corporation into which the Global Agent or any other Agent
     may be merged, or any corporation with which the Global Agent or any other
     Agent may be consolidated, or any corporation resulting from any merger or
     consolidation to which the Global Agent or any other Agent shall be a
     party, or any corporation to which the Global Agent or any other Agent
     shall sell or otherwise transfer all or substantially all the assets or the
     corporate trust business of the Global Agent or other Agent shall, on the
     date when such merger, consolidation or transfer becomes effective and to
     the extent permitted by any applicable laws, become the successor Global
     Agent or, as the case may be, Paying Agent, London Issuing Agent, Registrar
     or Transfer Agent under this Agreement without the execution or filing of
     any paper or any further act on the part of the parties hereto, unless
     otherwise required by the Bank, and after the said effective date all
     references in this Agreement to the Global Agent or, as the case may be,
     such Paying Agent, London Issuing Agent, Registrar or Transfer Agent shall
     be deemed to be references to such corporation. Notice of any such merger,
     consolidation or transfer shall forthwith be given to the Bank by the
     relevant Agent.

               Section 29.  Notifications.

               Following receipt of notice of resignation from the Global Agent
     or any Paying Agent, Registrar, London Issuing Agent or Transfer Agent and
     forthwith upon appointing a successor Global Agent or, as the case may be,
     further or other Paying Agents, Registrars, London Issuing Agents or
     Transfer Agents or on giving notice to terminate the appointment of any
     Global Agent or, as the case may be, Paying Agent, Registrar, London
     Issuing Agent or the Transfer Agent, the Bank shall give or cause to be
     given not more than 45 days nor less than 30 days notice thereof to the
     Noteholders in accordance with Section 18.

               Section 30.  Change of Specified Office.

               If the Global Agent or any Paying Agent, London Issuing Agent,
     Registrar or Transfer Agent determines to change its specified office it
     shall give to the Bank and (if applicable) the Global Agent written notice
     of such determination giving the address of the new specified office which
     shall be in the same city and stating the date on which such change is to
     take effect, which shall not be less than 45 days thereafter. The Global
     Agent (on behalf of the Bank) shall within 15 days of receipt of such
     notice (unless the appointment of the Global


                                      -35-
<PAGE>   36

     Agent or the relevant Paying Agent, London Issuing Agent, Registrar or
     Transfer Agent, as the case may be, is to terminate pursuant to Section 27
     on or prior to the date of such change) give or cause to be given not more
     than 45 days nor less than 30 days notice thereof to the Noteholders in
     accordance with Section 18.

               Section 31.  Notices.

               Any notice or communication given to any party hereunder shall be
     sufficiently given or served:

               (a)  if received by the person or an authorized officer within
                    Corporate Trust Services and at the relevant address as
                    specified on the signature page hereof;

               (b)  if sent by facsimile transmission or tested telex to the
                    relevant number specified on the signature page hereof and,
                    if so sent, shall be deemed to have been delivered upon
                    transmission provided such transmission is confirmed by the
                    answer back of the recipient (in the case of tested telex)
                    or when an acknowledgement of receipt is received (in the
                    case of facsimile transmission).

               Section 32.  Taxes and Stamp Duties.

               Except as set forth in Section 11(h), the Bank agrees to pay any
     and all stamp and other documentary taxes or duties (other than any
     interest or penalties arising as a result of a failure by any other person
     to account promptly to the relevant authorities for any such duties or
     taxes after such person shall have received from the Bank the full amount
     payable in respect thereof) which may be payable in connection with the
     execution, delivery, performance and enforcement of this Agreement.

               Section 33.  Currency Indemnity.

               If, under any applicable law and whether pursuant to a judgment
     being made or registered against the Bank or for any other reason, any
     payment under or in connection with this Agreement is made or is to be
     satisfied in a currency (the "other currency") other than that in which the
     relevant payment is expressed to be due (the "required currency") under
     this Agreement, the Bank shall arrange to supply the "other currency" to
     the Global Agent or the relevant Paying Agent, Registrar, London Issuing
     Agent or Transfer Agent, in accordance with the payment timeframes
     specified in Section 13(a) of this Agreement.


                                      -36-
<PAGE>   37

               Section 34.  Amendments; Meetings of Holders.

               (a) The Notes and any Receipts and Coupons attached to the
     Definitive Bearer Notes may be amended by the Bank, and this Agreement may
     be amended by the Bank and the Global Agent, (i) for the purpose of curing
     any ambiguity, or of curing, correcting or supplementing any defective
     provision contained therein or herein, (ii) to make any further
     modifications of the terms of this Agreement necessary or desirable to
     allow for the issuance of any additional Notes (which modifications shall
     not be materially adverse to holders of outstanding Notes) or (iii) in any
     manner which the Bank (and, in the case of this Agreement, the Global
     Agent) may deem necessary or desirable and which shall not materially
     adversely affect the interests of the holders of the Notes, Receipts and
     Coupons, to all of which each holder of Notes, Receipts and Coupons shall,
     by acceptance thereof, be deemed to have consented. In addition, with the
     written consent of the holders of at least 66 2/3% of the principal amount
     of the Notes to be affected thereby, the Bank and the Global Agent may from
     time to time and at any time enter into agreements modifying or amending
     this Agreement or the provisions of the Notes, Receipts and Coupons for the
     purpose of adding any provisions to or changing in any manner or
     eliminating any provisions of this Agreement or of modifying in any manner
     the rights of the holders of Notes, Receipts and Coupons; provided,
     however, that no such modification or amendment may, without the consent of
     the holder of each outstanding Note affected thereby, (i) change the Stated
     Maturity Date with respect to any Note or reduce or cancel the amount
     payable at maturity; (ii) reduce the amount payable or modify the payment
     date for any interest with respect to any Note or vary the method of
     calculating the rate of interest with respect to any Note; (iii) reduce any
     minimum interest rate and/or maximum interest rate with respect to any
     Note; (iv) modify the currency in which payments under any Note and/or any
     Coupons appertaining thereto are to be made; (v) change the obligation of
     the Bank to pay Additional Amounts with respect to Notes, Receipts and
     Coupons; (vi) reduce the percentage in principal amount of outstanding
     Notes the consent of the holders of which is necessary to modify or amend
     this Agreement or the provisions of the Notes or to waive any future
     compliance or past default; or (vii) reduce the percentage in principal
     amount of outstanding Notes the consent of the holders of which is required
     at any meeting of holders of Notes at which a resolution is adopted. Any
     instrument given by or on behalf of any holder of a Note in connection with
     any consent to any such modification, amendment or waiver shall be
     irrevocable once given and shall be conclusive and binding on all
     subsequent holders of such Note. Any modifications, amendments or waivers
     to this Agreement or the provisions of the Notes, Receipts and Coupons
     shall be conclusive and binding on all holders of Notes, Receipts and
     Coupons, whether or not notation of such modifications, amendments or
     waivers is made upon the


                                      -37-
<PAGE>   38

     Notes, Receipts and Coupons. It will not be necessary for the consent of
     the holders of Notes to approve the particular form of any proposed
     amendment, but it shall be sufficient if such consent shall approve the
     substance thereof.

               (b) A meeting of holders of Notes may be called at any time and
     from time to time to make, give or take any request, demand authorization,
     direction, notice, consent, waiver or other action provided by this
     Agreement or the Notes to be made, given or taken by holders of Notes.

               (c) If requested by the Bank or the holders of at least 10% in
     principal amount of the outstanding Notes of a Series, the Global Agent
     shall call a meeting of holders of such Notes for any purpose specified in
     Section 34(b) to be held at such time and at such place in The City of New
     York as the Bank shall determine. Notice of every meeting of holders of
     Notes, setting forth the time and the place of such meeting and in general
     terms the action proposed to be taken at such meeting, shall be given by
     the Global Agent on behalf of the Bank to the holders of the Notes, in the
     same manner as provided in Section 18, not less than 21 nor more than 180
     days prior to the date fixed for the meeting. If at any time the Bank or
     the holders of at least 10% in principal amount of the outstanding Notes of
     a Series shall have requested the Global Agent to call a meeting of the
     holders to take any action authorized in Section 34(b), by written request
     setting forth in reasonable detail the action proposed to be taken at the
     meeting, and the Global Agent shall not have given notice of such meeting
     within 21 days after receipt of such request or shall not thereafter
     proceed to cause the meeting to be held as provided herein, then the
     holders of Notes in the amount above-specified may determine the time and
     the place in The City of New York for such meeting and may call such
     meeting by giving notice thereof as provided in this Section 34(c).

               (d) To be entitled to vote at any meeting of holders of Notes of
     a Series, a person shall be a holder of outstanding Notes of such Series at
     the time of such meeting, or a person appointed by an instrument in writing
     as proxy for such holder.

               (e) The persons entitled to vote a majority in principal amount
     of the outstanding Notes of the relevant Series shall constitute a quorum.
     In the absence of a quorum, within 30 minutes of the time appointed for any
     such meeting, the meeting may be adjourned for a period of not less than 10
     days as determined by the chairman of the meeting prior to the adjournment
     of such meeting. In the absence of a quorum at any such adjourned meeting,
     such adjourned meeting may be further adjourned for a period of not less
     than 10 days as determined by the chairman of the meeting prior to the
     adjournment of such adjourned


                                      -38-
<PAGE>   39

     meeting. Notice of the reconvening of any adjourned meeting shall be given
     as provided in Section 18 except that such notice need be given not less
     than five days prior to the date on which the meeting is scheduled to be
     reconvened. Notice of the reconvening of an adjourned meeting shall state
     expressly the percentage of the principal amount of the outstanding Notes
     which shall constitute a quorum.

               Subject to the foregoing, at the reconvening of any meeting
     adjourned for a lack of a quorum, the persons entitled to vote 25% in
     principal amount of the outstanding Notes of the relevant Series constitute
     a quorum for the taking of any action set forth in the notice of the
     original meeting. Any meeting of holders of Notes at which a quorum is
     present may be adjourned from time to time by vote of a majority in
     principal amount of the outstanding Notes represented at the meeting, and
     the meeting may be held as so adjourned without further notice. At a
     meeting or an adjourned meeting duly reconvened and at which a quorum is
     present as aforesaid, any resolution and all matters shall be effectively
     passed and decided if passed or decided by the persons entitled to vote a
     majority in principal amount of the outstanding Notes of such Series
     represented and voting at such meeting, provided that such amount approving
     such resolution shall be not less than 25% in principal amount of the
     outstanding Notes of such Series.

               Section 35.  References to Additional Amounts.

               All references in this Agreement to principal, premium and
     interest in respect of any Note shall, unless the context otherwise
     requires, be deemed to mean and include all Additional Amounts, if any,
     payable in respect thereof as set forth in such Note.

               Section 36.  Descriptive Headings.

               The descriptive headings in this Agreement are for convenience of
     reference only and shall not define or limit the provisions hereof.

               Section 37.  Governing Law.

               This Agreement is governed by, and shall be construed in
     accordance with, the laws of the State of New York, United States of
     America without regard to conflicts of laws principles.

               Section 38.  Waiver of Sovereign Immunity.

               To the extent that the Bank or any of its properties, assets or
     revenues may have or may hereafter become entitled to, or have attributed
     to it, any right of immunity, on the grounds of sovereignty or otherwise,
     from any legal action, suit or proceeding, from the giving


                                      -39-
<PAGE>   40

     of any relief in respect thereof, from set-off or counterclaim, from the
     jurisdiction of any court, from service of process, from attachment upon or
     prior to judgment, from attachment in aid of execution of judgment, or from
     execution of judgment, or other legal process or proceeding for the giving
     of any relief or for the enforcement of any judgment, in any jurisdiction
     in which proceedings may at any time be commenced, with respect to its
     obligations, liabilities or any other matter under or arising out of or in
     connection with this Agreement or the Notes, the Bank, to the maximum
     extent permitted by law, hereby irrevocably and unconditionally waives, and
     agrees not to plead or claim, any such immunity and consents to such relief
     and enforcement. This agreement and waiver are intended to be effective
     upon the execution and delivery of this Agreement by the Bank without any
     further act by the Bank and are intended to inure to the benefit of the
     Agents from time to time.


                                      -40-
<PAGE>   41

               Section 39.  Counterparts.

               This Agreement may be executed by any one or more of the parties
     hereto in any number of counterparts, each of which shall be deemed to be
     an original, but all such counterparts shall together constitute one and
     the same instrument.

               IN WITNESS WHEREOF, the parties hereto have executed this
     Agreement as of the date first above written.


     The Bank
     --------
     MBNA AMERICA BANK, NATIONAL             1100 North King Street
     ASSOCIATION                             Wilmington, Delaware 19884
                                             Telephone:
                                             Fax:
     By:                                     Attention:
          ----------------------------
          Title:


     The Global Agent
     ----------------
     THE FIRST NATIONAL BANK OF
     CHICAGO                                 Telephone:  (212) 373-1191
                                             Fax:  (212) 373-1383
     By:                                     Attention:  Corporate Trust
          ----------------------------                       Services
          Title:


     The Registrar and NY Paying Agent
     ---------------------------------       Telephone:  (212) 240-8800
     THE FIRST NATIONAL BANK OF              Fax:  (212) 240-8938
     CHICAGO                                 Attention:  Corporate Trust
                                                             Services

     By:
          ----------------------------
          Title:


                                      -41-
<PAGE>   42

     The London Paying Agent
     and London Issuing Agent
     ------------------------
     THE FIRST NATIONAL BANK OF              Telex:  8812825 FCCC LC
     CHICAGO (London)                        Telephone:  44-171-438-4270
                                             Fax:  44-171-867-9186
                                             Attention:  Corporate Trust
     By:                                                     Services
          ----------------------------
          Title:


     The Luxembourg Paying Agent and
     Transfer Agent
     -------------------------------
     BANQUE INDOSUEZ LUXEMBOURG              Telex:  1254 INSU LU
                                             Telephone:  352-47-67-2466
                                             Fax: 353-74-67-3607
     By:                                     Attention:  Issuer Services
          ----------------------------
          Title:


                                        -42-

<PAGE>   43


                                                                     EXHIBIT A



                           FORM OF REGISTERED GLOBAL NOTE


     [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
     "DEPOSITARY") TO MBNA AMERICA BANK, NATIONAL ASSOCIATION (THE "BANK") OR
     ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
     NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN
     LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
     OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER,
     PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
     HEREIN.

     THIS NOTE IS A GLOBAL SECURITY AND, UNLESS AND UNTIL THIS NOTE IS
     EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, IT MAY NOT
     BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
     DEPOSITARY OR BY THE NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
     ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
     NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
     DEPOSITARY.](1)

     [SUBORDINATED NOTE:  THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
     OBLIGATION OF MBNA AMERICA BANK, NATIONAL ASSOCIATION (THE "BANK") AND
     IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE
     BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT
     SECURED.  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE
     FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     [SENIOR NOTE:  THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
     UNSUBORDINATED GENERAL OBLIGATION OF MBNA AMERICA BANK, NATIONAL
     ASSOCIATION (THE "BANK").  THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK
     PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
     THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS,
     THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.
     THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
     DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.

     [NOTES SOLD WITHIN THE UNITED STATES: THIS NOTE IS ISSUABLE ONLY IN
     FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF US$250,000 AND
     INTEGRAL MULTIPLES OF US$1,000 IN EXCESS THEREOF.  EACH OWNER OF A



     (1) Delete in the case of all Registered Global Notes other than DTC
     Global Notes.

                                       (A-1)



<PAGE>   44

     BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO
     IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL
     INTEREST IN US$250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF
     US$1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES.]


     No. R-______                                                   REGISTERED
     CUSIP No.:     _________
     ISIN No.:      _________
     Common Code:   _________


                      MBNA AMERICA BANK, NATIONAL ASSOCIATION

                                  GLOBAL BANK NOTE
                              (Registered Global Note)

     ISSUING BRANCH (if applicable):

     ORIGINAL ISSUE DATE:                     PRINCIPAL AMOUNT:

                                              SPECIFIED CURRENCY:
     MATURITY DATE:                           /_/  U.S. dollar
     /_/  FIXED RATE NOTE                     /_/  Other:
     /_/  FLOATING RATE NOTE

               MBNA America Bank, NATIONAL ASSOCIATION, a national banking
     association organized pursuant to the laws of the United States (the
     "Bank"), for value received, hereby promises to pay to
     __________________, or registered assigns, the principal amount
     specified above, as adjusted in accordance with Schedule 1 hereto, on
     the Maturity Date specified above (except to the extent redeemed or
     repaid prior to the Maturity Date) and to pay interest thereon (i) in
     accordance with the provisions set forth on the reverse hereof under the
     caption "Fixed Rate Interest Provisions," if this Note is designated as
     a "Fixed Rate Note" above, or (ii) in accordance with the provisions set
     forth on the reverse hereof under the caption "Floating Rate Interest
     Provisions," if this Note is designated as a "Floating Rate Note" above,
     in each case as such provisions may be modified or supplemented by the
     terms and provisions set forth in the Pricing Supplement attached hereto
     (the "Pricing Supplement"), and (to the extent that the payment of such
     interest shall be legally enforceable) to pay interest at the Default
     Rate per annum specified in the Pricing Supplement on any overdue
     principal and premium, if any, and on any overdue installment of
     interest.  The interest so payable, and punctually paid or duly provided


                                       (A-2)



<PAGE>   45

     for, on any Interest Payment Date will be paid to the person in whose
     name this Note (or any predecessor Note) is registered at the close of
     business on the fifteenth calendar day (whether or not a Business Day
     (as defined on the reverse hereof)) next preceding the applicable
     Interest Payment Date (unless otherwise specified in the Pricing
     Supplement) (each, a "Regular Record Date"); provided, however, that
     interest payable at Maturity (as defined in the Pricing Supplement) will
     be payable to the person to whom principal shall be payable.  Any such
     interest not so punctually paid or duly provided for shall forthwith
     cease to be payable to the holder as of the close of business on such
     Regular Record Date, and shall instead be payable to the person in whose
     name this Note (or any predecessor Note) is registered at the close of
     business on a special record date for the payment of such defaulted
     interest (the "Special Record Date") to be fixed by the Global Agent (as
     defined below), notice whereof shall be given by the Global Agent to the
     holder of this Note not less than 15 calendar days prior to such Special
     Record Date.

               This Note is one of a duly authorized issue of the Bank's
     Global Bank Notes due from one month or more from date of issue (the
     "Notes").  The Notes are issued and to be issued under an Agency
     Agreement dated as of ____________ __, 1997 (as amended from time to
     time, the "Agency Agreement") among the Bank, The First National Bank of
     Chicago, as global agent (the "Global Agent"), the Global Agent acting
     through its specified office in New York as paying agent (the "NY Paying
     Agent") and as registrar (the "Registrar"), the Global Agent acting
     through its specified office in London as paying agent (the "London
     Paying Agent") and as issuing agent (the "London Issuing Agent") and
     Banque Indosuez Luxembourg as transfer agent (the "Transfer Agent") and
     as paying agent (the "Luxembourg Paying Agent"; together with the Paying
     Agent and the London Paying Agent, the "Paying Agents"; individually, a
     "Paying Agent").  The terms Global Agent, NY Paying Agent, Registrar,
     London Paying Agent, London Issuing Agent, Luxembourg Paying Agent and
     Transfer Agent shall include any additional or successor agents
     appointed in such capacities by the Bank.

               The Bank shall cause to be kept at the office of the Registrar
     designated below a register (the register maintained in such office or
     any other office or agency of the Registrar, herein referred to as the
     "Note Register") in which, subject to such reasonable regulations as it
     may prescribe, the Bank shall provide for the registration of Notes
     issued in registered form and of transfers of such Notes.  The Bank has
     initially appointed the Global Agent acting through its specified office
     in New York as "Registrar" for the purpose of registering Notes issued
     in registered form and transfers of such Notes.  The Bank reserves the



                                       (A-3)



<PAGE>   46

     right to rescind its designation as Registrar at any time, and transfer
     such function to another bank or financial institution.

               The transfer of this Note is registrable in the Note Register,
     upon surrender of this Note for registration of transfer at the office
     or agency of the Registrar, or any transfer agent maintained for that
     purpose, duly endorsed by, or accompanied by a written instrument of
     transfer in form satisfactory to the Registrar (or such transfer agent)
     and the Global Agent duly executed by, the holder hereof or its attorney
     duly authorized in writing.

               Payment of principal of, premium, if any, and interest on,
     this Note due at Maturity will be made in immediately available funds
     upon presentation and surrender of this Note at the office of a Paying
     Agent maintained for that purpose; provided, that this Note is presented
     to such Paying Agent in time for such Paying Agent to make such payment
     in accordance with its normal procedures.  Payments of interest on this
     Note (other than at Maturity) will be made by wire transfer to such
     account as has been appropriately designated to the Global Agent by the
     person entitled to such payments.

               Reference is made to the further provisions of this Note set
     forth on the reverse hereof and in the Pricing Supplement, which further
     provisions shall for all purposes have the same effect as if set forth
     at this place.  In the event of any conflict between the provisions
     contained herein or on the reverse hereof and the provisions contained
     in the Pricing Supplement, the latter shall control.  Reference herein
     to "this Note", "hereof", "herein" and comparable terms shall include
     the Pricing Supplement.

               Unless the certificate of authentication hereon has been
     executed by the Registrar, by manual signature of an authorized
     signatory, this Note shall not be valid or obligatory for any purpose.

               This Note shall be governed by, and construed in accordance
     with, the laws of the State of Delaware, without regard to the conflicts
     of law principles thereof.











                                       (A-4)



<PAGE>   47

               IN WITNESS WHEREOF, the Bank has caused this Note to be duly
     executed.




                                         MBNA AMERICA BANK, NATIONAL
                                         ASSOCIATION



                                         By: --------------------------------

                                                   Authorized Signatory

     Dated:

     REGISTRAR'S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to
     in the within-mentioned Agency Agreement.


     THE FIRST NATIONAL BANK OF CHICAGO,
      as Registrar



     By:
          ----------------------------------
               Authorized Signatory















                                       (A-5)



<PAGE>   48

                                 [Reverse of Note]





                          [ATTACH REVERSE OF NOTE IN FORM
                         OF EXHIBIT I TO AGENCY AGREEMENT]








































                                       (A-6)



<PAGE>   49

                                   ABBREVIATIONS

               The following abbreviations, when used in the inscription on
     the within Note, shall be construed as though they were written out in
     full according to applicable laws or regulations.

               TEN COM    -    as tenants in common

               TEN ENT    -    as tenants by the entireties

               JT TEN     -    as joint tenants with right of survivorship and
                               not as tenants in common

               UNIF GIFT MIN ACT -               Custodian
                                    ------------           ----------
                                    (Cust)                   (Minor)
                                    under Uniform Gifts to Minors Act


                                    ----------------------------------
                                                   State


                     Additional abbreviations may also be used
                           though not in the above list.























                                       (A-7)



<PAGE>   50

                                     ASSIGNMENT

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)

     and transfer(s) unto

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


     PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF
     ASSIGNEE




--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


                    (Please print or typewrite name and address,
                      including postal zip code, of assignee)

     _________________________________________________________________
     the within Note and all rights thereunder, and hereby

     irrevocably constitutes and appoints ____________________________

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

     to transfer said Note on the books of the Bank, with full power of

     substituting in the premises.

     Dated:
           ----------------------------       --------------------------------
                                              NOTICE:  The signature to this
                                              assignment must correspond with
                                              the name as written upon the
                                              within Note in every particular,
                                              without alteration
                                              or enlargement or any change
                                              whatsoever.


                                       (A-8)



<PAGE>   51

     ----------------------------------
          Signature Guarantee

     NOTICE:  The signature(s) should be guaranteed by an
     eligible guarantor institution (banks, stockbrokers,
     savings and loan associations, and credit unions with
     membership in an approved signature guarantee
     medallion program), pursuant to Rule 17Ad-15
     under the Securities Exchange Act of 1934.


































                                       (A-9)



<PAGE>   52

                                     Schedule 1
                                     ----------

                        SCHEDULE OF TRANSFERS AND EXCHANGES
                        -----------------------------------


               The following increases and decreases in the principal amount
     of this Note have been made:

<TABLE>
<CAPTION>
                  Increase
                  (Decrease) in
                  Principal Amount  Increase in
                  of this Note Due  Principal        Principal
                  to Transfer       Amount of this   Amount of     Notation
                  Between           Note Due to      this Note     made by or
     Date of      Registered        Exchanges of     After         on behalf of
     Transfer     Global Notes      Bearer Notes     Transfer      the Bank

<S>               <C>               <C>              <C>           <C>
     _________    _________         _________        _________     _________

     _________    _________         _________        _________     _________

     _________    _________         _________        _________     _________

     _________    _________         _________        _________     _________

</TABLE>






















                                       (A-10)



<PAGE>   53

                                                                     EXHIBIT B
                                                                     ---------


                         FORM OF DEFINITIVE REGISTERED NOTE


     [SUBORDINATED NOTE:  THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
     OBLIGATION OF MBNA AMERICA BANK, NATIONAL ASSOCIATION (THE "BANK") AND
     IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE
     BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT
     SECURED.  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE
     FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     [SENIOR NOTE:  THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
     UNSUBORDINATED GENERAL OBLIGATION OF MBNA AMERICA BANK, NATIONAL
     ASSOCIATION (THE "BANK").  THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK
     PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
     THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS,
     THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.
     THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
     DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     [NOTES SOLD WITHIN THE UNITED STATES: THIS NOTE IS ISSUABLE ONLY IN
     FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF US$250,000 AND
     INTEGRAL MULTIPLES OF US$1,000 IN EXCESS THEREOF.  EACH OWNER OF A
     BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO
     IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL
     INTEREST IN US$250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF
     US$1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES.]


     No. R- ___                                                     REGISTERED
     CUSIP No.:  ____
     ISIN No.:  ____
     Common Code:  ____


                                       (B-1)



<PAGE>   54

                      MBNA AMERICA BANK, NATIONAL ASSOCIATION

                                  GLOBAL BANK NOTE
                            (Definitive Registered Note)


     ISSUING BRANCH (if applicable):
     ORIGINAL ISSUE DATE:                         PRINCIPAL AMOUNT:


     MATURITY DATE:                               SPECIFIED CURRENCY:
                                                  /_/ U.S. dollar
     /_/ FIXED RATE NOTE
                                                 /_/ Other:
           INTEREST RATE:  ____%

     /_/ FLOATING RATE NOTE


     INTEREST RATE DETERMINATION:                 OPTION TO ELECT PAYMENT IN
                                                  SPECIFIED CURRENCY
     /_/ ISDA RATE                                (if Specified Currency is
     /_/ REFERENCE RATE DETERMINATION             other than the United
                                                  States dollar):

                                                  /_/  Yes        /_/  No

     EXCHANGE RATE AGENT:                         AUTHORIZED DENOMINATIONS:


     MARGIN (PLUS OR MINUS)                       FLOATING RATE OPTION
     (ISDA Rate only):                            (ISDA Rate only):

     DESIGNATED MATURITY                          RESET DATE
     (ISDA Rate only):                            (ISDA Rate only):

     INITIAL INTEREST RATE                        INDEX MATURITY
     (Reference Rate                              (Reference Rate
     Determination only):  ____%                  Determination only):


     INTEREST RATE                                IF CMT RATE:
     BASIS OR BASES                                 Designated CMT
     (Reference Rate                                  Telerate Page:
     Determination only):                           Designated CMT
                                                      Maturity Index:

     IF LIBOR:                                    INDEX CURRENCY
         /_/ LIBOR Telerate                       (Reference Rate

         /_/ LIBOR Reuters                        Determination only):


                                       (B-2)



<PAGE>   55

     SPREAD (PLUS OR MINUS)                       INITIAL INTEREST RESET

     AND/OR SPREAD MULTIPLIER                     DATE (Reference Rate
     (Reference Rate Determination                Determination only):
     only):


     INTEREST RESET PERIOD                        INTEREST RESET
     (Reference Rate Determination                DATES (Reference Rate
     only):                                       Determination only):


     INTEREST CALCULATION                         INTEREST PAYMENT DATES:
     (Reference Rate Determination
     only):

     /_/ Regular Floating Rate Note               INTEREST PAYMENT
     /_/ Floating Rate/Fixed Rate Note            PERIOD:
                 Fixed Rate Commencement Date:
                 Fixed Interest Rate:

     /_/ Inverse Floating Rate Note
                 Fixed Interest Rate:


     REGULAR RECORD DATES (if other               CALCULATION AGENT:
     than the 15th day prior to each
     Interest Payment Date):


     MAXIMUM INTEREST                             MINIMUM INTEREST
     RATE:                                        RATE:

     INITIAL REDEMPTION                           ANNUAL REDEMPTION
     DATE:                                        PERCENTAGE REDUCTION:


     INITIAL REDEMPTION                           HOLDER'S OPTIONAL
     PERCENTAGE:                                  REPAYMENT DATE(S):











                                       (B-3)



<PAGE>   56

     DAY COUNT CONVENTION
     /_/         30/360 for the period from          to         .
                                            --------    --------
     /_/         Actual/360 for the period from          to        .
                                                 --------    -------
     /_/         Actual/Actual for the period from          to         .
                                                   --------    --------
     /_/         Other:

     BUSINESS DAY CONVENTION                         ORIGINAL ISSUE DISCOUNT
                                                     /_/  Yes
     /_/         Floating Rate Convention            /_/  No

     /_/         Following Business Day Convention   Total Amount of OID:

     /_/         Modified Following Business Day     Yield to Maturity:
                 Convention                          Initial Accrual Period:
     /_/         Preceding Business Day Convention   Issue Price:  ____%

     DEFAULT RATE:  ____%


                      MBNA America Bank, National Association, a national
     banking association organized pursuant to the laws of the United States
     (the "Bank"), for value received, hereby promises to pay to
     ___________________________, or registered assigns, the principal amount
     specified above on the Maturity Date specified above (except to the
     extent redeemed or repaid prior to the Maturity Date) and to pay
     interest thereon (i) in accordance with the provisions set forth on the
     reverse hereof under the caption "Fixed Rate Interest Provisions", if
     this Note is designated as a "Fixed Rate Note" above, or (ii) in
     accordance with the provisions set forth on the reverse hereof under the
     caption "Floating Rate Interest Provisions," if this Note is designated
     as a "Floating Rate Note" above, and (to the extent that the payment of
     such interest shall be legally enforceable) to pay interest at the
     Default Rate per annum specified above on any overdue principal and
     premium, if any, and on any overdue installment of interest.  The
     interest so payable, and punctually paid or duly provided for, on any
     Interest Payment Date will be paid to the person in whose name this Note
     (or any predecessor Note) is registered at the close of business on the
     fifteenth calendar day (whether or not a Business Day (as defined on the
     reverse hereof)) next preceding the applicable Interest Payment Date
     (unless otherwise specified above) (each, a "Regular Record Date");
     provided, however, that interest payable at Maturity (as defined on the
     reverse hereof) will be payable to the person to whom principal shall be
     payable.  Any such interest not so punctually paid or duly provided for
     shall forthwith cease to be payable to the holder as of the close of

                                       (B-4)



<PAGE>   57

     business on such Regular Record Date, and shall instead be payable to
     the person in whose name this Note (or any predecessor Note) is
     registered at the close of business on a special record date for the
     payment of such defaulted interest (the "Special Record Date") to be
     fixed by the Global Agent (as defined below), notice whereof shall be
     given by the Global Agent to the holder of this Note not less than 15
     calendar days prior to such Special Record Date.

                      This Note is one of a duly authorized issue of the
     Bank's Global Bank Notes due from one month or more from date of issue
     (the "Notes").  The Notes are issued and to be issued under an Agency
     Agreement dated as of _____________ __, 1997 (as amended from time to
     time, the "Agency Agreement") among the Bank, The First National Bank of
     Chicago, as global agent (the "Global Agent"), the Global Agent acting
     through its specified office in New York as paying agent (the "NY Paying
     Agent") and as registrar (the "Registrar"), the Global Agent acting
     through its specified office in London as paying agent (the "London
     Paying Agent") and as issuing agent (the "London Issuing Agent") and
     Banque Indosuez Luxembourg as transfer agent (the "Transfer Agent") and
     as paying agent (the "Luxembourg Paying Agent"; together with the NY
     Paying Agent and the London Paying Agent, the "Paying Agents";
     individually, a "Paying Agent").  The terms Global Agent, NY Paying
     Agent, Registrar, London Paying Agent, London Issuing Agent, Luxembourg
     Paying Agent and Transfer Agent shall include any additional or
     successor agents appointed in such capacities by the Bank.

                      The Bank shall cause to be kept at the office of the
     Registrar designated below a register (the register maintained in such
     office of any other office or agency of the Registrar, herein referred
     to as the "Note Register") in which, subject to such reasonable
     regulations as it may prescribe, the Bank shall provide for the
     registration of Notes issued in registered form and of transfers of such
     Notes.  The Bank has initially appointed the Global Agent acting through
     its specified office in New York as "Registrar" for the purpose of
     registering Notes issued in registered form and transfers of such Notes.
     The Bank reserves the right to rescind its designation as Registrar at
     any time, and transfer such function to another bank or financial
     institution.

                      The transfer of this Note is registrable in the Note
     Register, upon surrender of this Note for registration of transfer at
     the office or agency of the Registrar or any transfer agent maintained
     for that purpose, duly endorsed by, or accompanied by a written
     instrument of transfer in form satisfactory to the Registrar (or such
     transfer agent) and the Global Agent duly executed by, the holder hereof
     or its attorney duly authorized in writing.

                                       (B-5)



<PAGE>   58

                      Payment of principal of, premium, if any, and interest
     on, this Note due at Maturity will be made in immediately available
     funds upon presentation and surrender of this Note at the office of a
     Paying Agent maintained for that purpose; provided, that this Note is
     presented to such Paying Agent in time for such Paying Agent to make
     such payment in accordance with its normal procedures.  Payments of
     interest on this Note (other than at Maturity) will be made by check
     mailed to the holder of this Note as of the Regular Record Date with
     respect to such Interest Payment Date at the address shown in the Note
     Register specified below; provided, however, that a holder of
     US$10,000,000 or more in aggregate principal amount (or the equivalent
     thereof in other currencies) of Notes (whether identical or different
     terms and provisions) shall be entitled to receive payments of interest,
     other than interest due at Maturity, by wire transfer of immediately
     available funds if appropriate written wire transfer instructions have
     been received by the Global Agent not less than 16 days prior to the
     applicable Interest Payment Date.

                      Reference is hereby made to the further provisions of
     this Note set forth on the reverse hereof, which further provisions
     shall for all purposes have the same effect as if set forth at this
     place.

                      Unless the certificate of authentication hereon has
     been executed by the Registrar, by manual signature of an authorized
     signatory, this Note shall not be valid or obligatory for any purpose.

                      This Note shall be governed by, and construed in
     accordance with, the laws of the State of Delaware, without regard to
     the conflicts of law principles thereof.

















                                       (B-6)



<PAGE>   59

          IN WITNESS WHEREOF, the Bank has caused this Note to be
     duly executed.


                                       MBNA AMERICA BANK, NATIONAL ASSOCIATION



                                       By:

                                           ----------------------------------
                                                Authorized Signatory


     Dated:

     REGISTRAR'S
     CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to
     in the within-mentioned Agency Agreement.


     THE FIRST NATIONAL BANK OF CHICAGO,
       as Registrar



     By:
          ------------------------------------
              Authorized Signatory














                                       (B-7)



<PAGE>   60

                                 [Reverse of Note]




                          [ATTACH REVERSE OF NOTE IN FORM
                         OF EXHIBIT I TO AGENCY AGREEMENT]








































                                       (B-8)



<PAGE>   61

                                   ABBREVIATIONS

                      The following abbreviations, when used in the
     inscription on the face of the within Note, shall be construed as though
     they were written out in full according to applicable laws or
     regulations.

                      TEN COM   -       as tenants in common

                      TEN ENT   -       as tenants by the entireties

                      JT TEN    -       as joint tenants with right of
                                        survivorship and not as tenants in
                                        common

                      UNIF GIFT MIN ACT -              Custodian
                                          ------------           ----------
                                             (Cust)                (Minor)
                                        under Uniform Gifts to Minors Act


                                        __________________________________
                                                  State


                     Additional abbreviations may also be used
                           though not in the above list.




















                                       (B-9)



<PAGE>   62

                                     ASSIGNMENT

                      FOR VALUE RECEIVED, the undersigned hereby sell(s),

     assign(s) and transfer(s) unto
                                       --------------------------------------


     ------------------------------------------------------------------------


     PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF
     ASSIGNEE




     ------------------------------------------------------------------------


     ------------------------------------------------------------------------
                    (Please print or typewrite name and address,
                      including postal zip code, of assignee)


     ------------------------------------------------------------------------
     the within Note and all rights thereunder, and hereby


     irrevocably constitutes and appoints
                                           ----------------------------------


     ------------------------------------------------------------------------


     ------------------------------------------------------------------------


     to transfer said Note on the books of the Bank, with full power of


     substitution in the premises.



                                       (B-10)



<PAGE>   63

     Dated:___________________________          ______________________________
                                                NOTICE:  The signature to this
                                                assignment must correspond
                                                with the name as written upon
                                                the face of the within Note in
                                                every particular, without
                                                alteration or enlargement
                                                or any change whatsoever.

     ________________________________
              Signature Guarantee

     NOTICE:  The signature(s) should be
     guaranteed by an eligible guarantor
     institution (banks, stockbrokers,
     savings and loan associations, and
     credit unions with membership in
     an approved signature guarantee
     medallion program), pursuant to
     Rule 17Ad-15 under the Securities
     Exchange Act of 1934.





























                                       (B-11)



<PAGE>   64

                                                                     EXHIBIT C
                                                                     ---------


                           FORM OF TEMPORARY GLOBAL NOTE


     [SUBORDINATED NOTE:  THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
     OBLIGATION OF MBNA AMERICA BANK, NATIONAL ASSOCIATION (THE "BANK") AND
     IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE
     BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT
     SECURED.  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE
     FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     [SENIOR NOTE:  THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
     UNSUBORDINATED GENERAL OBLIGATION OF MBNA AMERICA BANK, NATIONAL
     ASSOCIATION (THE "BANK").  THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK
     PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
     THE BANK EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS,
     THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.
     THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
     DEPOSIT INSURANCE CORPORATION  ("FDIC") OR ANY OTHER INSURER.]

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
     LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE
     LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
     REVENUE CODE.

     [NOTES SOLD WITHIN THE UNITED STATES: THIS NOTE IS ISSUABLE ONLY IN
     MINIMUM DENOMINATIONS OF US$250,000 AND INTEGRAL MULTIPLES OF US$1,000
     IN EXCESS THEREOF.  EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE
     MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN "ACCREDITED INVESTOR" WITHIN
     THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
     AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN US$250,000 PRINCIPAL
     AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS
     NOTE AT ALL TIMES.]

     [NOTES SOLD OUTSIDE OF THE UNITED STATES: THIS NOTE (OR ITS PREDECESSOR)
     HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER, AND WAS ORIGINALLY ISSUED
     IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE UNITED STATES
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
     BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
     SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER
     OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
     RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
     SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THIS

                                       (C-1)



<PAGE>   65

     NOTE BY ITS ACCEPTANCE HEREOF REPRESENTS AND AGREES FOR THE BENEFIT OF
     THE ISSUER AND THE DEALERS THAT (A) THIS NOTE MAY BE RESOLD, PLEDGED OR
     OTHERWISE TRANSFERRED ONLY (1) TO A PERSON WHOM THE SELLER REASONABLY
     BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
     UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
     SUCH RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
     REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION
     FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
     THEREUNDER (IF AVAILABLE) AND IN EACH OF SUCH CASES IN ACCORDANCE WITH
     ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
     OTHER JURISDICTION, AND THAT (B) THE HOLDER WILL, AND EACH SUBSEQUENT
     HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE
     TRANSFER RESTRICTIONS REFERRED TO IN (A) ABOVE.  NO REPRESENTATION CAN
     BE MADE AS TO AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER
     THE SECURITIES ACT FOR RESALES OF THIS NOTE.

     No. B- ___                                                         BEARER
     ISIN No.: ________
     Common Code: _____

                      MBNA AMERICA BANK, NATIONAL ASSOCIATION

                                  GLOBAL BANK NOTE
                              (Temporary Global Note)


     ISSUING BRANCH (if applicable):


     ORIGINAL ISSUE DATE:                          PRINCIPAL AMOUNT:


     MATURITY DATE:                                SPECIFIED CURRENCY:
                                                   /_/ U.S. dollar
     /_/ FIXED RATE NOTE                           /_/ Other:
     /_/ FLOATING RATE NOTE


         MBNA America Bank, National Association, a national banking
     association organized pursuant to the laws of the United States (the
     "Bank"), for value received, hereby promises to pay to the bearer
     hereof, the principal amount specified above, as adjusted in accordance
     with Schedule 2, on the Maturity Date (except to the extent redeemed or
     repaid prior to the Maturity Date) specified above and to pay interest
     thereon (i) in accordance with the provisions set forth on the reverse

                                       (C-2)



<PAGE>   66

     hereof under the caption "Fixed Rate Interest Provisions," if this Note
     is designated as a "Fixed Rate Note" above, or (ii) in accordance with
     the provisions set forth on the reverse hereof under the caption
     "Floating Rate Interest Provisions," if this Note is designated as a
     "Floating Rate Note" above, in each case as such provisions may be
     modified or supplemented by the terms and provisions set forth in the
     Pricing Supplement attached hereto (the "Pricing Supplement"), and (to
     the extent that the payment of such interest shall be legally
     enforceable) to pay interest at the Default Rate per annum specified in
     the Pricing Supplement on any overdue principal and premium, if any, and
     on any overdue installment of interest.

         This Note is one of a duly authorized issue of the Bank's Global Bank
     Notes due from one month or more from date of issue (the "Notes").  The
     Notes are issued and to be issued under an Agency Agreement dated as of
     ____________ __, 1997 (as amended from time to time, the "Agency
     Agreement") among the Bank, The First National Bank of Chicago, as
     global agent (the "Global Agent"), the Global Agent acting through its
     specified office in New York as paying agent (the "NY Paying Agent") and
     as registrar (the "Registrar"), the Global Agent acting through its
     specified office in London as paying agent (the "London Paying Agent")
     and as issuing agent (the "London Issuing Agent") and Banque Indosuez as
     transfer agent (the "Transfer Agent") and as paying agent (the
     "Luxembourg Paying Agent"; together with the NY Paying Agent and the
     London Paying Agent, the "Paying Agents"; individually, a "Paying
     Agent").  The terms Global Agent, NY Paying Agent, Registrar, London
     Paying Agent, London Issuing Agent, Luxembourg Paying Agent and Transfer
     Agent shall include any additional or successor agents appointed in such
     capacities by the Bank.

         This Note is to be held by a common depositary for Morgan Guaranty
     Trust Company of New York, Brussels Office, as operator of the Euroclear
     System ("Euroclear"), and Cedel Bank societe anonyme ("Cedel") on behalf
     of account holders which have beneficial interests in this Note credited
     to their respective securities accounts with Euroclear or Cedel from
     time to time.

         Prior to the Exchange Date (as defined below), all payments (if any)
     on this Note will only be made to the bearer hereof to the extent that
     there is presented to the London Paying Agent by Euroclear and Cedel a
     certificate, substantially in the form set out in Schedule 1 hereto, to
     the effect that it has received from or with respect to a person owning
     beneficially a particular principal amount of this Note (as shown by its
     records) a certificate from such person in or substantially in the form
     of Certificate "A" as set out in Schedule 1 hereto.  After the Exchange


                                       (C-3)



<PAGE>   67

     Date the holder of this Note will not be entitled to receive any payment
     of interest hereon.

         Subject to the immediately succeeding sentence, on or after the date
     which is 40 days after the Original Issue Date specified above (the
     "Exchange Date"), this Note may be exchanged, in whole, but not in part
     (free of charge), for a permanent global Note in bearer form (a
     "Permanent Global Note") containing, except with respect to rights of
     exchange, identical terms and provisions.  From and after the date on
     which definitive Notes in bearer form ("Definitive Notes") shall have
     been issued in exchange for beneficial interests in a Permanent Global
     Note, this Note may be exchanged, in whole, but not in part (free of
     charge), only for Definitive Notes.  Any such exchanges will be made
     upon presentation of this Note by the bearer hereof at the offices of
     the London Paying Agent (or at such other place outside the United
     States of America, its territories and possessions, any State of the
     United States and the District of Columbia (the "United States") as the
     Global Agent may agree) and subject, in the case of an exchange for
     Definitive Notes, to at least 60 days written notice expiring at least
     30 days after the Exchange Date being given to the Global Agent by
     Euroclear or Cedel.

         The Permanent Global Note or the Definitive Notes, as the case may
     be, shall be so issued and delivered in exchange for this Note only if
     there shall have been presented to the London Paying Agent by Euroclear
     or Cedel a certificate, substantially in the form set out in Schedule 1
     hereto, to the effect that it has received from or with respect to a
     person owing beneficially a particular principal amount of this Note (as
     shown by its records) a certificate from such person in or substantially
     in the form of Certificate "A" as set out in Schedule 1 hereto.

         On an exchange of the whole of this Note, this Note shall be
     surrendered to the London Paying Agent.

         Unless otherwise provided herein or in the Pricing Supplement, the
     principal of, and premium, if any, and interest on, this Note are
     payable in the Specified Currency indicated above (or, if such Specified
     Currency is not at the time of such payment legal tender for the payment
     of public and private debts, in such other coin or currency of the
     country which issued such Specified Currency as at the time of such
     payment is legal tender for the payment of debts).

         Subject to any fiscal or other laws and regulations applicable
     thereto in the place of payment, payments on this Note will be made by
     transfer to an account in the Specified Currency (which, in the case of
     a payment in Yen to a non-resident of Japan, shall be a non-resident

                                       (C-4)



<PAGE>   68

     account) maintained by the payee with, or by a check in the Specified
     Currency drawn on, a bank (which, in the case of a payment in Yen to a
     non-resident of Japan, shall be an authorized foreign exchange bank) in
     the principal financial center of the country of the Specified Currency;
     provided, however, a check may not be delivered to an address in, and an
     amount may not be transferred to an account at a bank located in, the
     United States of America or its possessions by any office or agency of
     the Bank, the Global Agent or any Paying Agent.

         Payments of principal, premium, if any, and interest on this Note
     will be made in the manner specified above against presentation or
     surrender, as the case may be, of this Note at the branch office of the
     London Paying Agent maintained for that purpose, subject to the
     requirements as to certification provided herein.  On any payment of an
     installment or interest being made, details of such payment shall be
     entered by or on behalf of the Bank in Schedule 3 hereto and the
     relevant space in Schedule 3 hereto recording any such payment shall be
     signed by or on behalf of the Bank.

         The bearer of this Note shall be the only person entitled to receive
     payments with respect hereto, and the Bank will be discharged by payment
     to, or to the order of, the bearer of this Note with respect to each
     amount so paid.  Each person shown in the records of Euroclear or Cedel
     as the beneficial owner of a particular principal amount of this Note
     (an "Owner") must look solely to Euroclear and/or Cedel, as the case may
     be, for its share of each payment so made by the Bank to, or to the
     order of, the bearer of this Note.  No person other than the bearer
     hereof shall have any claim against the Bank with respect to payments
     due hereon.

         On any redemption or repayment and cancellation of all or any portion
     of this Note, details of such redemption or repayment and cancellation
     shall be entered by or on behalf of the Bank in Schedule 2 hereto and
     the relevant space in Schedule 2 hereto recording any such redemption or
     repayment and cancellation shall be signed by or on behalf of the Bank.
     Upon any such redemption or repayment and cancellation, the aggregate
     principal amount of this Note shall be reduced by the principal amount
     so redeemed or repaid and cancelled.

         Notwithstanding anything to the contrary contained herein or in the
     Pricing Supplement, payments with respect to this Note will only be made
     at the specified office of a Paying Agent in the United States if:

                        (i)  the Bank has appointed Paying Agents with
                 specified offices outside the United States with the
                 reasonable expectation that such Paying Agents would be able

                                       (C-5)



<PAGE>   69

                 to make payment at such specified offices outside the United
                 States of the full amount due with respect to this Note in
                 the manner provided above when due;

                       (ii)  payment of the full amount due with respect to
                 this Note at such specified offices outside the United
                 States is illegal or effectively precluded by exchange
                 controls or other similar restrictions; and

                      (iii)  such payment is then permitted under United
                 States law without involving, in the opinion of the Bank,
                 adverse tax consequences to the Bank.

                 If the date for payment of any amount with respect to this
     Note or any coupon appertaining hereto is not a Payment Business Day in
     a place of presentation, the bearer of this Note or any such coupon
     shall not be entitled to payment until the next succeeding Payment
     Business Day in the relevant place and shall not be entitled to further
     interest or other payment with respect to such delay.  For these
     purposes, unless otherwise specified in the Pricing Supplement, "Payment
     Business Day" means any Business Day which is also a day on which
     commercial banks and foreign exchange markets settle payments in the
     relevant place of presentation.

                 Reference is made to the further provisions of this Note set
     forth on the reverse hereof and in the Pricing Supplement, which further
     provisions shall for all purposes have the same effect as if set forth
     at this place.  In the event of any conflict between the provisions
     contained herein or on the reverse hereof and the provisions contained
     in the Pricing Supplement, the latter shall control.  Reference herein
     to "this Note", "hereof", "herein" and comparable terms shall include
     the Pricing Supplement.

                 Unless the certificate of authentication hereon has been
     executed by the London Issuing Agent, by manual signature of an
     authorized signatory, this Note shall not be valid or obligatory for any
     purpose.

                 This Note shall be governed by, and construed in accordance
     with, the laws of the State of Delaware, without regard to the conflicts
     of law principles thereof.






                                       (C-6)



<PAGE>   70

        IN WITNESS WHEREOF, the Bank has caused this Note to be duly
     executed.


                                  MBNA AMERICA BANK, NATIONAL ASSOCIATION




                                  By: ________________________________
                                      Authorized Signatory


     Dated:

     LONDON ISSUING AGENT'S
     CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred to
     in the within-mentioned Agency Agreement.


     THE FIRST NATIONAL BANK OF CHICAGO,
       as London Issuing Agent


     By: _______________________________
         Authorized Signatory


















                                       (C-7)



<PAGE>   71

                                 [Reverse of Note]




                          [ATTACH REVERSE OF NOTE IN FORM
                         OF EXHIBIT I TO AGENCY AGREEMENT]








































                                       (C-8)



<PAGE>   72

                                     Schedule 1
                                     ----------

                       FORM OF CERTIFICATE TO BE PRESENTED BY
                                 EUROCLEAR OR CEDEL
                                 ------------------

                      MBNA AMERICA BANK, NATIONAL ASSOCIATION

                                  [Title of Notes]

                                 (the "Securities")

         This is to certify that, based solely on certifications we have
     received in writing, by telex or by electronic transmission from member
     organizations appearing in our records as persons owning beneficially a
     portion of the principal amount set forth below (our "Member
     Organizations") substantially to the effect set forth in the Agency
     Agreement, as of the date hereof, [   ] principal amount of
     above-captioned Securities (i) is owned by persons that are not citizens
     or residents of the United States, partnerships, corporations or other
     entities created or organized under the laws of the United States or any
     estate or trust the income of which is subject to United States Federal
     income taxation regardless of its source ("United States persons"), (ii)
     is owned by United States persons that (a) are foreign branches of
     United States financial institutions (as defined in U.S. Treasury
     Regulations Section 1.165-12(c)(1)(v) ("financial institutions")
     purchasing for their own account or for resale, or (b) acquired the
     Securities through foreign branches of United States financial
     institutions and who hold the Securities through such United States
     financial institutions on the date hereof (and in either case (a) or
     (b), each such United States financial institution has agreed, on its
     own behalf, or through its agent, that we may advise the Bank or the
     Bank's agent that it will comply with the requirements of Section
     165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
     amended, and the regulations thereunder), or (iii) is owned by the
     United States or foreign financial institutions for purposes of resale
     during the restricted period (as defined in U.S. Treasury Regulations
     Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United
     States or foreign financial institutions described in clause (iii)
     (whether or not also described in clause (i) or (ii)) have certified
     that they have not acquired the Securities for purposes of resale
     directly or indirectly to a United States person or to a person within
     the United States or its possessions.



                                       (C-9)



<PAGE>   73

         As used herein, "United States" means the United States of America
     (including the States and the District of Columbia); and its
     "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
     American Samoa, Wake Island and the Northern Mariana Islands.

         We further certify (i) that we are not making available herewith for
     exchange (or, if relevant, exercise of any rights or collection of any
     interest) any portion of the temporary global Security excepted in such
     certifications and (ii) that as of the date hereof we have not received
     any notification from any of our Member Organizations to the effect that
     the statements made by such Member Organizations with respect to any
     portion of the part submitted herewith for exchange (or, if relevant,
     exercise of any rights or collection of any interest) are no longer true
     and cannot be relied upon at the date hereof.

         We will retain all certificates received from Member Organizations
     for the period specified in U.S. Treasury Regulation Section
     1.163-5(c)(2)(i)(D)(3)(i)(C).

         We understand that this certification is required in connection with
     certain tax laws of the Unites States.  In connection therewith, if
     administrative and legal proceedings are commenced or threatened in
     connection with which this certification is or would be relevant, we
     irrevocably authorize you to produce this certification to any
     interested party in such proceedings.

     Dated:  ___________________, 199(2) .


                                  Yours faithfully,

                                  [MORGAN GUARANTY TRUST
                                  COMPANY OF NEW YORK, BRUSSELS OFFICE, AS
                                  OPERATOR OF THE EUROCLEAR SYSTEM]

                                  or

                                  [CEDEL BANK, SOCIETE ANONYME]

                                  By: _______________________________





     (2) This certificate is not to be dated earlier than five days
     prior to the Exchange Date or relevant payment date, as
     applicable.





                                       (C-10)



<PAGE>   74
                                                                 CERTIFICATE "A"


                     FORM OF CERTIFICATE TO BE PRESENTED TO
                               EUROCLEAR OR CEDEL

                              --------------------

                      MBNA AMERICA BANK, NATIONAL ASSOCIATION


                                [Title of Notes]

                               (the "Securities")


         This is to certify that as of the date hereof and except as set forth
     below, the above-captioned Securities held by you for our account (1)(i)
     are owned by person(s) that are not citizens or residents of the United
     States, partnerships, corporations or other entities created or organized
     under the laws of the United States or any estate or trust the income of
     which is subject to United States Federal income taxation regardless of its
     source ("United States person(s)"), (ii) are owned by United States
     person(s) that (a) are foreign branches of United States financial
     institutions (as defined in U.S. Treasury Regulations Section 1.15512
     (c)(1)(v) ("financial institutions") purchasing for their own account or
     for resale, or (b) acquired the Securities through foreign branches of
     United States financial institutions and who hold the Securities through
     such United States financial institutions on the date hereof (and in either
     case (a) or (b), each such United States financial institution hereby
     agrees, on its own behalf or through its agent, that you may advise the
     Bank or the Bank's agent that it will comply with the requirements of
     Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
     amended, and the regulations thereunder), or (iii) are owned by United
     States or foreign financial institutions for purposes of resale during the
     restricted period (as defined in U.S. Treasury Regulations Section
     1.1635(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
     United States or foreign financial institution described in clause (iii)
     (whether or not also described in clause (i) or (ii)) this is further to
     certify that such financial institution has not acquired the Securities for
     purposes of resale directly or indirectly to a United States person or to a
     person within the United States or its possessions.

         As used herein, "United States" mean the United States of America
     (including the States and the District of Columbia); and its




                                     (C-11)
<PAGE>   75
     "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
     American Samoa, Wake Island and the Northern Mariana Islands.

         We undertake to advise you promptly by telex on or prior to the date on
     which you intend to submit your certification relating to the Securities
     held by you for our account in accordance with your documented procedures
     if any applicable statement herein is not correct on such date, and in the
     absence of any such notification it may be assumed that this certification
     applies as of such date.

         This certification excepts and does not relate to [ ] of such interest
     in the above Securities with respect to which we are not able to certify
     and as to which we understand exchange and delivery of definitive
     Securities (or, if relevant, exercise of any right or collection of any
     interest) cannot be made until we do so certify.

         We understand that this certification is required in connection with
     certain tax laws of the United States. In connection therewith, if
     administrative and legal proceedings are commended or threatened in
     connection with which this certification is or would be relevant, we
     irrevocably authorize you to produce this certification to any interested
     party in such proceedings.


     Dated: __________________, 199_(3)


                                  Yours faithfully,

                                  Name of Person Making Certification

                                  By: _______________________________





(3) This certificate is not to be dated earlier than fifteen days prior to the
     Exchange Date or relevant payment date, as applicable.



                                     (C-12)
<PAGE>   76
                                   Schedule 2


                    SCHEDULE OF EXCHANGES FOR NOTES REPRESENTED
                BY A PERMANENT GLOBAL NOTE OR FOR DEFINITIVE NOTES,
                   OR REDEMPTIONS OR REPAYMENTS AND CANCELLATIONS


     The following redemptions or repayments and cancellation of this Note, have
     been made:

<TABLE>
<CAPTION>
                                            Principal amount
                         Principal amount   of this Note
     Date of             of this Note       following such      Notation made
     redemption or       redeemed or        redemption or       by or on
     repayment and       repaid             repayment and       behalf of the
     cancellation        and cancelled      cancellation        Bank
<S>                      <C>                <C>                 <C>
-------------------      ----------------   -----------------   ----------------

-------------------      ----------------   -----------------   ----------------

-------------------      ----------------   -----------------   ----------------

-------------------      ----------------   -----------------   ----------------

-------------------      ----------------   -----------------   ----------------
</TABLE>


                                     (C-13)
<PAGE>   77
                                   Schedule 3


                                     PART I


                                INTEREST PAYMENTS

<TABLE>
<CAPTION>
                                                                   Confirmation
                                  Total Amount                    of payment by
     Interest        Date of      of Interest     Amount of       or on behalf
     Payment Date    Payment      Payable         Interest Paid   of the Bank
<S>                  <C>          <C>             <C>             <C>
     First
                    ---------     -------------    -------------    ------------
     Second
                    ---------     -------------    -------------    ------------
</TABLE>

     [continue numbering until the appropriate number of Interest Payment
     Dates for this Note is reached]



                                     (C-14)
<PAGE>   78
                                     PART II
                                     -------

                              INSTALLMENT PAYMENTS
                              --------------------
<TABLE>
<CAPTION>
                                  Total Amount                    Confirmation
                                  of              Amount of       of payment by
     Installment     Date of      Installments    Installments    or on behalf
     Date            Payment      Payable         Paid            of the Bank
     ---------------------------------------------------------------------------
<S>                  <C>          <C>             <C>             <C>
     First
                    ---------     -------------    -------------    ------------
     Second
                    ---------     -------------    -------------    ------------
</TABLE>

     [continue numbering until the appropriate number of Interest Payment
     Dates for this Note is reached]


                                     (C-15)
<PAGE>   79
                                                                       EXHIBIT D
                                                                       ---------

                          FORM OF PERMANENT GLOBAL NOTE


     [SUBORDINATED NOTE:  THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
     OBLIGATION OF MBNA AMERICA BANK, NATIONAL ASSOCIATION (THE "BANK") AND
     IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE
     BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT
     SECURED.  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE
     FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     [SENIOR NOTE:  THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
     UNSUBORDINATED GENERAL OBLIGATION OF MBNA AMERICA BANK, NATIONAL
     ASSOCIATION (THE "BANK").  THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK
     PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
     THE BANK EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS,
     THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.
     THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
     DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
     LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE
     LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
     CODE.

     [NOTES SOLD WITHIN THE UNITED STATES: THIS NOTE IS ISSUABLE ONLY IN MINIMUM
     DENOMINATIONS OF US$250,000 AND INTEGRAL MULTIPLES OF US$1,000 IN EXCESS
     THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN
     INSTITUTIONAL INVESTOR WHO IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING
     OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED
     TO HOLD A BENEFICIAL INTEREST IN US$250,000 PRINCIPAL AMOUNT OR ANY
     INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES.]


     No. B_______                                                      BEARER
     ISIN No.:_______
     Common Code:______



                                     (D-1)
<PAGE>   80
                      MBNA AMERICA BANK, NATIONAL ASSOCIATION

                                GLOBAL BANK NOTE
                             (Permanent Global Note)


     ISSUING BRANCH (if applicable):


     ORIGINAL ISSUE DATE:                             PRINCIPAL AMOUNT:


     MATURITY DATE:                                   SPECIFIED CURRENCY:

     /_/    FIXED RATE NOTE                           /_/     U.S. dollar
     /_/    FLOATING RATE NOTE                        /_/     Other:


              MBNA America Bank, National Association, a national banking
     association organized pursuant to the laws of the United States (the
     "Bank"), for value received, hereby promises to pay to the bearer hereof,
     the principal amount shown on Schedule 1 hereto, as adjusted from time to
     time, on the Maturity Date (except to the extent redeemed or repaid prior
     to the Maturity Date) specified above and to pay interest thereon (i) in
     accordance with the provisions set forth on the reverse hereof under the
     caption "Fixed Rate Interest Provisions," if this Note is designated as a
     "Fixed Rate Note" above, or (ii) in accordance with the provisions set
     forth on the reverse hereof under the caption "Floating Rate Interest
     Provisions," if this Note is designated as a "Floating Rate Note" above, in
     each case as such provisions may be modified or supplemented by the terms
     and provisions set forth in the Pricing Supplement attached hereto (the
     "Pricing Supplement"), and (to the extent that the payment of such interest
     shall be legally enforceable) to pay interest at the Default Rate per annum
     specified in the Pricing Supplement on any overdue principal and premium,
     if any, and on any overdue installment of interest.

              This Note is one of a duly authorized issue of the Bank's Global
     Bank Notes due from one month or more from date of issue (the "Notes"). The
     Notes are issued and to be issued under an Agency Agreement dated as of
     __________ __, 1997 (as amended from time to time, the "Agency Agreement")
     among the Bank, The First National Bank of Chicago, as global agent (the
     "Global Agent"), the Global Agent acting through its specified office in
     New York as global agent (the "NY Paying Agent") and


                                     (D-2)
<PAGE>   81
     as registrar (the "Registrar"), the Global Agent acting through its
     specified office in London as paying agent (the "London Paying Agent") and
     as issuing agent (the "London Issuing Agent") and Banque Indosuez
     Luxembourg as transfer agent (the "Transfer Agent") and as paying agent
     (the "Luxembourg Paying Agent"; together with the NY Paying Agent and the
     London Paying Agent, the "Paying Agents"; individually, a "Paying Agent").
     The terms Global Agent, NY Paying Agent, Registrar, London Paying Agent,
     London Issuing Agent, Luxembourg Paying Agent and Transfer Agent shall
     include any additional or successor agents appointed in such capacities by
     the Bank.

              This Note is to be held by a common depositary for Morgan Guaranty
     Trust Company of New York, Brussels Office, as operator of the Euroclear
     System ("Euroclear"), and Cedel Bank societe anonyme ("Cedel") on behalf of
     account holders which have beneficial interests in this Note credited to
     their respective securities accounts with Euroclear or Cedel from time to
     time.

              The interests represented by this Note were originally represented
     by a temporary global Note in bearer form (a "Temporary Bearer Note")
     containing, except with respect to rights of exchange, identical terms and
     provisions.

              This Note may be exchanged, in whole only (free of charge), for
     definitive Notes in bearer form ("Definitive Notes") containing, except
     with respect to rights of exchange, identical terms and provisions. Subject
     as aforesaid and to at least 60 days written notice expiring at least 30
     days after the Exchange Date (as defined in the Temporary Global Note
     referred to above) being given to the London Issuing Agent by Euroclear or
     Cedel, such exchange will be made upon presentation and surrender of this
     Note by the bearer hereof on any day (other than a Saturday or a Sunday) on
     which banks are open for business in London at the city office of the
     London Issuing Agent. The aggregate principal amount of Definitive Notes
     issued upon an exchange of this Note will be equal to the aggregate
     principal amount of this Note, as adjusted, as shown in Schedule 1 hereto.

              Unless otherwise specified in the Pricing Supplement, upon 60 days
     written notice expiring at least 30 days after the Exchange Date being
     given to the London Issuing Agent or the Registrar by Euroclear or Cedel,
     this Note may be exchanged, in whole or in part (free of charge), for an
     interest in a global Note in registered form (a "Registered Global Note")
     containing, except with respect to rights of exchange, identical terms and
     provisions. Any such exchange will be made upon presentation of this Note
     by the bearer hereof at the offices of the London Issuing Agent (or at such
     other place outside the United States



                                     (D-3)
<PAGE>   82
     of America, its territories and possessions, any State of the United States
     and the District of Columbia (the "United States") as the Global Agent may
     agree).

              On an exchange of the whole of this Note, this Note shall be
     surrendered to the Registrar. On an exchange of part only of this Note,
     details of such exchange shall be entered by or on behalf of the Bank in
     Schedule 1 hereto and the relevant space in Schedule 1 hereto recording
     such exchange shall be signed by or on behalf of the Bank. If following the
     issue of a Registered Global Note in exchange for less than the aggregate
     principal amount of this Note, an additional principal amount of this Note
     is to be exchanged for a Registered Global Note pursuant to this paragraph,
     such exchange may be effected, without the issue of a new Registered Global
     Note, by the Bank or its agent endorsing Schedule 1 of the Registered
     Global Note previously issued to reflect an increase in the aggregate
     principal amount of the Registered Global Note in the amount which
     otherwise have been issued on such exchange.

              Until the exchange of the whole of this Note as aforesaid, the
     bearer hereof shall in all respects (except as otherwise provided herein or
     in the Pricing Supplement) be entitled to the same benefits as if it were
     the holder of a Definitive Note and any receipts and interest coupons
     appertaining thereto.

              Unless otherwise provided herein or in the Pricing Supplement, the
     principal of, and premium, if any, and interest on, this Note are payable
     in the Specified Currency indicated above (or, if such Specified Currency
     is not at the time of such payment legal tender for the payment of public
     and private debts, in such other coin or currency of the country which
     issued such Specified Currency as at the time of such payment is legal
     tender for the payment of debts).

              Subject to any fiscal or other laws and regulations applicable
     thereto in the place of payment, payments on this Note will be made by
     transfer to an account in the Specified Currency (which, in the case of a
     payment in Yen to a nonresident of Japan, shall be a nonresident account)
     maintained by the payee with, or by a check in the Specified Currency drawn
     on, a bank (which, in the case of a payment in Yen to a nonresident of
     Japan, shall be an authorized foreign exchange bank) in the principal
     financial center of the country of the Specified Currency; provided,
     however, a check may not be delivered to an address in, and an amount may
     not be transferred to an account at a bank located in, the United States by
     any office or agency of the Bank, the Global Agent or any Paying Agent.



                                     (D-4)
<PAGE>   83
              Payments of principal, premium, if any, and interest on this Note
     will be made in the manner specified above against presentation or
     surrender, as the case may be, of this Note at the office of the London
     Paying Agent maintained for that purpose, subject to the requirements as to
     certification provided herein. On any payment of an installment or interest
     being made, details of such payment shall be entered by or on behalf of the
     Bank in Schedule 2 hereto and the relevant space in Schedule 2 hereto
     recording any such payment shall be signed by or on behalf of the Bank.

              The bearer of this Note shall be the only person entitled to
     receive payments with respect hereto, and the Bank will be discharged by
     payment to, or to the order of, the bearer of this Note with respect to
     each amount so paid. Each person shown in the records of Euroclear or Cedel
     as the beneficial owner of a particular principal amount of this Note (an
     "Owner") must look solely to Euroclear and/or Cedel, as the case may be,
     for its share of each payment so made by the Bank to, or to the order of,
     the bearer of this Note. No person other than the bearer hereof shall have
     any claim against the Bank with respect to payments due hereon.

              On any redemption or repayment and cancellation of all or any
     portion of this Note, details of such redemption or repayment and
     cancellation shall be entered by or on behalf of the Bank in Schedule 1
     hereto and the relevant space in Schedule 1 hereto recording any such
     redemption or repayment and cancellation shall be signed by or on behalf of
     the Bank. Upon any such redemption or repayment and cancellation, the
     aggregate principal amount of this Note shall be reduced by the principal
     amount so redeemed or repaid and cancelled.

              Notwithstanding anything to the contrary contained herein or in
     the Pricing Supplement, payments with respect to this Note will only be
     made at the specified office of a Paying Agent in the United States if:

                          (i) the Bank has appointed Paying Agents with
              specified offices outside the United States with the reasonable
              expectation that such Paying Agents would be able to make payment
              at such specified offices outside the United States of the full
              amount due with respect to this Note in the manner provided above
              when due;

                         (ii) payment of the full amount due with respect to
              this Note at such specified offices outside the United States is
              illegal or effectively precluded by exchange controls or other
              similar restrictions; and




                                     (D-5)
<PAGE>   84
                        (iii) such payment is then permitted under United States
              law without involving, in the opinion of the Bank, adverse tax
              consequences to the Bank.

              If the date for payment of any amount with respect to this Note or
     any coupon appertaining hereto is not a Payment Business Day in a place of
     presentation, the bearer of this Note or any such coupon shall not be
     entitled to payment until the next succeeding Payment Business Day in the
     relevant place and shall not be entitled to further interest or other
     payment with respect to such delay. For these purposes, unless otherwise
     specified in the Pricing Supplement, "Payment Business Day" means any
     Business Day which is also a day on which commercial banks and foreign
     exchange markets settle payments in the relevant place of presentation.

              Any action by the bearer of this Note shall bind all future
     bearers of this Note, and of any Note issued in exchange or substitution
     herefor or in place hereof, in respect of anything done or permitted by the
     Bank or by the Global Agent in pursuance of such action.

              Reference is made to the further provisions of this Note set forth
     on the reverse hereof and in the Pricing Supplement, which further
     provisions shall for all purposes have the same effect as if set forth at
     this place. In the event of any conflict between the provisions contained
     herein or on the reverse hereof and the provisions contained in the Pricing
     Supplement, the latter shall control. Reference herein to "this Note",
     "hereof", "herein" and comparable terms shall include the Pricing
     Supplement.

              Unless the certificate of authentication hereon has been executed
     by the London Issuing Agent, by manual signature of an authorized
     signatory, this Note shall not be valid or obligatory for any purpose.

              This Note shall be governed by, and construed in accordance with,
     the laws of the State of Delaware, without regard to the conflicts of law
     principles thereof.



                                     (D-6)
<PAGE>   85
              IN WITNESS WHEREOF, the Bank has caused this Note to be duly
     executed.




                                       MBNA AMERICA BANK, NATIONAL
                                       ASSOCIATION



                                       By:__________________________________

                                                  Authorized Signatory


     Dated:

     LONDON ISSUING AGENT'S
     CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred
     to in the within-mentioned Agency
     Agreement.


     THE FIRST NATIONAL BANK OF CHICAGO,
      as London Issuing Agent



     By:__________________________________
                 Authorized Signatory



                                     (D-7)
<PAGE>   86
                                [Reverse of Note]




                         [ATTACH REVERSE OF NOTE IN FORM
                        OF EXHIBIT I TO AGENCY AGREEMENT]



                                     (D-8)
<PAGE>   87
                                   Schedule 1
                                   ----------

                            SCHEDULE OF EXCHANGES AND
                   REDEMPTIONS OR REPAYMENTS AND CANCELLATIONS
                   -------------------------------------------

  The following increases (decreases) of this Note and redemptions or repayments
  and cancellations of this Note have been made:

<TABLE>
<CAPTION>
                  Increase
                  (Decrease) in
                  principal
                  amount of
                  this Note due                  Principal
                  to exchange                    amount of
                  of Temporary   Principal       this Note
  Date of         Global Note    amount          following such
  exchange, or    or exchange    of this NOte    exchange or      Notation made
  redemption or   for            redeemed or     redemption or    by or on
  repayment and   Registered     repaid          repayment and    behalf of the
  cancellation    Global Note    and cancelled   cancellation     Bank
<S>               <C>            <C>             <C>              <C>
---------------   ------------   -------------   --------------   --------------

---------------   ------------   -------------   --------------   --------------

---------------   ------------   -------------   --------------   --------------

---------------   ------------   -------------   --------------   --------------

---------------   ------------   -------------   --------------   --------------

---------------   ------------   -------------   --------------   --------------
</TABLE>


                                     (D-9)
<PAGE>   88
                                   Schedule 2


                                     PART I


                                INTEREST PAYMENTS



<TABLE>
<CAPTION>
                                  Total Amount                    Confirmation
                                  of              Amount of       of payment by
   Interest        Date of        Interest        Interest        or on behalf
   Payment Date    Payment        Payable         Paid            of the Bank
<S>                <C>            <C>             <C>             <C>
   First
                   ---------      ------------    ---------       -------------
   Second
                   ---------      ------------    ---------       -------------
</TABLE>


   [continue numbering until the appropriate number of Interest Payment
   Dates for this Note is reached]


                                     (D-10)
<PAGE>   89
                                     PART II


                              INSTALLMENT PAYMENTS



<TABLE>
<CAPTION>
                                  Total Amount                    Confirmation
                                  of              Amount of       of payment by
   Installment     Date of        Installments    Installments    or on behalf
   Date            Payment        Payable         Paid            of the Bank
<S>                <C>            <C>             <C>             <C>
   First
                   --------       -------------   -------------   --------------
   Second
                   --------       -------------   -------------   --------------
</TABLE>


     [continue numbering until the appropriate number of Interest Payment
     Dates for this Note is reached]


                                     (D-11)
<PAGE>   90
                                                                       EXHIBIT E


                         FORM OF DEFINITIVE BEARER NOTE


     [SUBORDINATED NOTE:  THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
     OBLIGATION OF MBNA AMERICA BANK, NATIONAL ASSOCIATION (THE "BANK") AND
     IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE
     BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT
     SECURED.  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE
     FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     [SENIOR NOTE:  THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
     UNSUBORDINATED GENERAL OBLIGATION OF MBNA AMERICA BANK, NATIONAL
     ASSOCIATION (THE "BANK").  THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK
     PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF
     THE BANK EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS,
     THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.
     THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
     DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
     LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE
     LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
     CODE.

     [NOTES SOLD WITHIN THE UNITED STATES: THIS NOTE IS ISSUABLE ONLY IN MINIMUM
     DENOMINATIONS OF US$250,000 AND INTEGRAL MULTIPLES OF US$1,000 IN EXCESS
     THEREOF. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN
     INSTITUTIONAL INVESTOR WHO IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING
     OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED
     TO HOLD A BENEFICIAL INTEREST IN US$250,000 PRINCIPAL AMOUNT OR ANY
     INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES.]



     No. B                                                             BEARER
     ISIN No.:
     Common Code:


                                       (E-1)
<PAGE>   91
                      MBNA AMERICA BANK, NATIONAL ASSOCIATION

                                GLOBAL BANK NOTE
                            (Definitive Bearer Note)


     ISSUING BRANCH (if applicable):

     ORIGINAL ISSUE DATE:                          PRINCIPAL AMOUNT:

     MATURITY DATE:                                SPECIFIED CURRENCY:
                                                   /_/ U.S. dollar
                                                   /_/ Other:
     /_/ FIXED RATE NOTE

         INTEREST RATE:     %

     /_/ FLOATING RATE NOTE

     INTEREST RATE DETERMINATION:                  AUTHORIZED
                                                   DENOMINATIONS:

     /_/ ISDA RATE
     /_/ REFERENCE RATE DETERMINATION

     MARGIN (PLUS OR MINUS)                        FLOATING RATE OPTION
     (ISDA Rate only):                             (ISDA Rate only):


     DESIGNATED MATURITY                           RESET DATE
     (ISDA Rate only):                             (ISDA Rate only):


     INITIAL INTEREST RATE                         INDEX MATURITY
     (Reference Rate                               (Reference Rate
     Determination only):     %                    Determination only):

     INTEREST RATE                                 IF CMT RATE:
     BASIS OR BASES                                     Designated CMT
     (Reference Rate                                      Telerate Page:
     Determination only):                               Designated CMT
                                                          Maturity Index:



                                     (E-2)
<PAGE>   92
     IF LIBOR:                                     INDEX CURRENCY
         /_/  LIBOR Telerate                       (Reference Rate
         /_/  LIBOR Reuters                        Determination only):


     SPREAD (PLUS OR MINUS)                        INITIAL INTEREST RESET
     AND/OR SPREAD MULTIPLIER                      DATE (Reference Rate
     (Reference Rate Determination                 Determination only):
     only):


     INTEREST RESET PERIOD                         INTEREST RESET
     (Reference Rate Determination                 DATES (Reference Rate
     only):                                        Determination only):


     INTEREST CALCULATION                          INTEREST PAYMENT DATES:
     (Reference Rate Determination
     only):

     /_/ Regular Floating Rate Note                INTEREST PAYMENT
     /_/ Floating Rate/Fixed Rate Note             PERIOD:
            Fixed Rate Commencement Date:
            Fixed Interest Rate:
     /_/ Inverse Floating Rate Note
            Fixed Interest Rate:


     CALCULATION AGENT:


     MAXIMUM INTEREST RATE:                        MINIMUM INTEREST RATE:


     INITIAL REDEMPTION                            ANNUAL REDEMPTION
     DATE:                                         PERCENTAGE REDUCTION:

     INITIAL REDEMPTION                            HOLDER'S OPTIONAL
     PERCENTAGE:                                   REPAYMENT DATE(S):

     DAY COUNT CONVENTION
     /_/ 30/360 for the period from          to         .
                                    -------     --------


                                     (E-3)
<PAGE>   93
     /_/ Actual/360 for the period from          to          .
                                         -------    --------

     /_/ Actual/Actual for the period from          to         .
                                            -------    --------

     /_/ Other:

     BUSINESS DAY CONVENTION                       ORIGINAL
          ISSUE DISCOUNT
     /_/ Floating Rate Convention                  /_/ Yes
     /_/ Following Business Day Convention         /_/ No
     /_/ Modified Following Business Day           Total Amount of OID:
           Convention                              Yield to Maturity:
     /_/ Preceding Business Day                    Initial Accrual Period:
           Convention                              Issue Price:      %


     DEFAULT RATE:       %

                      MBNA America Bank, National Association, a national
     banking association organized pursuant to the laws of the United States
     (the "Bank"), for value received, hereby promises to pay to the bearer
     hereof, upon presentation and surrender of this Note, the principal amount
     specified above on the Maturity Date (except to the extent redeemed or
     repaid prior to the Maturity Date) specified above and to pay interest
     thereon (i) in accordance with the provisions set forth on the reverse
     hereof under the caption "Fixed Rate Interest Provisions," if this Note is
     designated as a "Fixed Rate Note" above, or (ii) in accordance with the
     provisions set forth on the reverse hereof under the caption "Floating Rate
     Interest Provisions," if this Note is designated as a "Floating Rate Note"
     above, but only, in the case of interest (other than Additional Amounts (as
     defined on the reverse hereof) payable as provided herein) due on or before
     Maturity (as defined on the reverse hereof), upon presentation and
     surrender of the interest coupons attached hereto as they severally mature.
     The Bank shall also (to the


                                     (E-4)
<PAGE>   94
     extent that the payment of such interest shall be legally enforceable) pay
     interest at the Default Rate per annum specified above on any overdue
     principal and premium, if any, and on any overdue installment of interest.
     Interest so payable on overdue interest shall be paid to the bearer of the
     interest coupon representing such overdue interest or, if there shall be no
     interest coupon in respect of the same, to the bearer of this Note. In the
     event that the principal of this Note shall become due and payable prior to
     the Maturity Date specified above and money therefor shall have been paid
     or made available for payment, all unmatured interest coupons relating to
     this Note and any talons for further interest coupons (whether or not
     attached) shall become void and no payment shall be made in respect
     thereof.

                      This Note is one of a duly authorized issue of the Bank's
     Global Bank Notes due from one month or more from date of issue (the
     "Notes"). The Notes are issued and to be issued under an Agency Agreement
     dated as of _________ __, 1997 (as amended from time to time, the "Agency
     Agreement") among the Bank, The First National Bank of Chicago, as global
     agent (the "Global Agent"), the Global Agent acting through its specified
     office in New York as paying agent (the "NY Paying Agent") and as registrar
     (the "Registrar"), the Global Agent acting through its specified office in
     London as paying agent (the "London Paying Agent") and as issuing agent
     (the "London Issuing Agent") and Banque Indosuez Luxembourg as transfer
     agent (the "Transfer Agent") and as paying agent (the "Luxembourg Paying
     Agent"; together with the NY Paying Agent and the London Paying Agent, the
     "Paying Agents"; individually, a "Paying Agent"). The terms Global Agent,
     NY Paying Agent, Registrar, London Paying Agent, London Issuing Agent,
     Luxembourg Paying Agent and Transfer Agent shall include any additional or
     successor agents appointed in such capacities by the Bank.

                      Unless otherwise provided herein, upon 60 days written
     notice being given to the Global Agent by the bearer hereof, this Note may
     be exchanged, in whole, but not in part (free of charge), for an interest
     in a global Note in registered form (a "Registered Global Note"). Any such
     exchange will be made upon presentation and surrender of this Note by the
     bearer hereof at the offices of the London Issuing Agent (or at such other
     place outside the United States of America, its territories and
     possessions, any State of the United States and the District of Columbia
     (the "United States") as the Global Agent may agree).

                      Unless otherwise provided herein, the principal of, and
     premium, if any, and interest on, this Note are payable in the Specified
     Currency indicated above (or, if such Specified Currency is not at the time
     of such payment legal tender for the payment of public and private


                                     (E-5)
<PAGE>   95
     debts, in such other coin or currency of the country which issued such
     Specified Currency as at the time of such payment is legal tender for the
     payment of debts).

                      Subject to any fiscal or other laws and regulations
     applicable thereto in the place of payment, payments on this Note will be
     made by transfer to an account in the Specified Currency (which, in the
     case of a payment in Yen to a nonresident of Japan, shall be a nonresident
     account) maintained by the payee with, or by a check in the Specified
     Currency drawn on, a bank (which, in the case of a payment in Yen to a
     nonresident of Japan, shall be an authorized foreign exchange bank) in the
     principal financial center of the country of the Specified Currency;
     provided, however, a check may not be delivered to an address in, and an
     amount may not be transferred to an account at a bank located in, the
     United States by any office or agency of the Bank, the Global Agent or any
     Paying Agent.

                      Payments of principal, premium, if any, and interest on
     this Note will be made in the manner specified above against presentation
     or surrender of this Note or coupons, as the case may be, at the branch
     office of the London Paying Agent maintained for that purpose, or at the
     office or agency of any other Paying Agent located outside the United
     States.

                      The bearer of this Note shall be the only person entitled
     to receive payments with respect hereto, and the Bank will be discharged by
     payment to, or to the order of, the bearer of this Note with respect to
     each amount so paid. No person other than the bearer hereof shall have any
     claim against the Bank with respect to payments due hereon.

                      Notwithstanding anything to the contrary contained herein,
     payments with respect to this Note will only be made at the specified
     office of a Paying Agent in the United States if:

                          (i) the Bank has appointed Paying Agents with
              specified offices outside the United States with the reasonable
              expectation that such Paying Agents would be able to make payment
              at such specified offices outside the United States of the full
              amount due with respect to this Note in the manner provided above
              when due;

                         (ii) payment of the full amount due with respect to
              this Note at such specified offices outside the United States is
              illegal or effectively precluded by exchange controls or other
              similar restrictions; and


                                     (E-6)
<PAGE>   96
                        (iii) such payment is then permitted under United States
              law without involving, in the opinion of the Bank, adverse tax
              consequences to the Bank.

                      If the date for payment of any amount with respect to this
     Note or any coupon appertaining hereto is not a Payment Business Day in the
     place of presentation, the bearer of this Note or any such coupon shall not
     be entitled to payment until the next succeeding Payment Business Day in
     the relevant place and shall not be entitled to further interest or other
     payment with respect to such delay. For these purposes, unless otherwise
     specified herein, "Payment Business Day" means any Business Day which is
     also a day on which commercial banks and foreign exchange markets settle
     payments in the relevant place of presentation.

                      Principal, premium, if any, and interest due upon
     redemption or repayment of this Note as provided herein shall be paid upon
     presentation and surrender of this Note, together with all appurtenant
     interest coupons, if any, maturing subsequent to the date of redemption or
     repayment, as the case may be, to any Paying Agent located outside the
     United States. Notwithstanding anything to the contrary contained herein,
     if this Note shall be surrendered for redemption or repayment without all
     appurtenant interest coupons maturing after the date of redemption or
     repayment, as the case may be, this Note shall be paid after deducting from
     the amount otherwise payable on such date an amount equal to the face
     amount of all missing interest coupons. If thereafter the bearer of this
     Note shall surrender to any Paying Agent located outside the United States
     any such missing interest coupon in respect of which a deduction shall have
     been made from the redemption or repayment price, such bearer shall be
     entitled to receive the amount so deducted.

                      Title to this Note shall pass by delivery. The Bank may
     treat the bearer hereof as the absolute owner of this Note for all purposes
     (whether or not this Note shall be overdue and notwithstanding any notation
     of ownership or writing hereof or notice of any previous loss or theft
     thereof).

                      Reference is hereby made to the further provisions of this
     Note set forth on the reverse hereof, which further provisions shall for
     all purposes have the same effect as if set forth at this place.

                      Unless the certificate of authentication hereon has
     been executed by London Issuing Agent, by manual signature of an


                                     (E-7)
<PAGE>   97
     authorized signatory, this Note shall not be valid or obligatory for any
     purpose.

                      This Note shall be governed by, and construed in
     accordance with, the laws of the State of Delaware, without regard to the
     conflicts of law principles thereof.


                                     (E-8)
<PAGE>   98
                      IN WITNESS WHEREOF, the Bank has caused this Note to be
     duly executed.




                                  MBNA AMERICA BANK, NATIONAL ASSOCIATION


                                  By: ____________________________________

                                              Authorized Signatory

     Dated:

     LONDON ISSUING AGENT'S
     CERTIFICATE OF AUTHENTICATION

     This is one of the Notes referred
     to in the within mentioned Agency
     Agreement.


     THE FIRST NATIONAL BANK OF CHICAGO,
       as London Issuing Agent



     By: ________________________________

                Authorized Signatory


                                     (E-9)
<PAGE>   99
                                [Reverse of Note]




                         [ATTACH REVERSE OF NOTE IN FORM
                        OF EXHIBIT I TO AGENCY AGREEMENT]



                                     (E-10)
<PAGE>   100
                                                                       EXHIBIT F
                                                                       ---------

                                 FORM OF COUPON


                      ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
     SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
     THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
     REVENUE CODE.


                      MBNA AMERICA BANK, NATIONAL ASSOCIATION


     [If the Note to which this Coupon relates is a Fixed Rate Note:]  This
     is a coupon for              due on              .

     [If the Note to which this Coupon relates is a Floating Rate Note:] This is
     a Coupon for the amount due on the Interest Payment Date falling in .

                      This Coupon is payable to bearer (subject to the terms and
     conditions of the Note to which this Coupon appertains, which shall be
     binding upon the bearer of this Coupon whether or not it is for the time
     being attached to such Note) at the specified offices of the Global Agent
     and each Paying Agent set out on the reverse hereof (or any other Global
     Agent or Paying Agent or specified office duly appointed or nominated and
     notified to the Holders of Notes of the Series of which the Note to which
     this Coupon appertains is a part).

                      [For Floating Rate Notes:] If the Note to which this
     Coupon appertains shall have become due and payable before the Maturity
     Date of this Coupon, this Coupon shall become void and no payment shall be
     made in respect thereof.

                              MBNA AMERICA BANK, NATIONAL  ASSOCIATION



                              By: ______________________________________


                                     (F-1)
<PAGE>   101
                               [Reverse of Coupon]


                     [Names and Addresses of Paying Agents]


     and/or such other or further agents and/or specified offices as may from
     time to time be duly appointed or nominated and notified to Holders of
     Notes of the Series of which the Note to which this Coupon appertains is a
     part.


                                     (F-2)
<PAGE>   102
                                                                       EXHIBIT G
                                                                       ---------

                                  FORM OF TALON


     [On the front:]


                      ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
     SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
     THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
     REVENUE CODE.

                      MBNA AMERICA BANK, NATIONAL ASSOCIATION



                      After all the Coupons appertaining to the Note and issued
     in the Coupon sheet to which this Talon was attached have matured, further
     Coupons [and a further Talon giving entitlement to further Coupons [and a
     further Talon]] will be issued at any specified office of the Paying Agents
     set out on the reverse hereof (or such one or more of them and/or such
     other or further Paying Agents and/or specified offices as shall have been
     duly appointed or nominated and notified to the Holders of the Notes of the
     Series of which this Note is a part) upon production and surrender of this
     Talon, subject to the terms and conditions of such Note which shall be
     binding on the Holder of this Talon whether or not it is for the time being
     attached to such Note.

                      This Talon is separately negotiable. The Coupons to which
     this Talon give entitlement may, in certain circumstances, become void
     under the terms and conditions before their respective Maturity Dates.

                                  MBNA AMERICA BANK, NATIONAL ASSOCIATION


                                  By: ____________________________________




                                 [PAYING AGENTS]


                                     (G-1)
<PAGE>   103
                               [Reverse of Talon]


                     [Names and Addresses of Paying Agents]


     and/or such other or further agents and/or specified offices as may from
     time to time be duly appointed or nominated and notified to Holders of
     Notes of the Series of which the Note to which this Talon appertains is a
     part.


                                     (G-2)
<PAGE>   104
                                                                       EXHIBIT H
                                                                       ---------
                                 FORM OF RECEIPT


[Face of Receipt:]

                  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.


                     MBNA AMERICA BANK, NATIONAL ASSOCIATION

                  Receipt for the sum of [           ] being the installment of
principal payable in accordance with the terms and conditions of the Note to
which this Receipt appertains (the "Terms and Conditions") on [          ].

                  This Receipt is issued subject to and in accordance with the
Terms and Conditions which shall be binding upon the holder of this Receipt
(whether or not it is for the time being attached to such Note) and is payable
at the specified office of any of the Paying Agents set out on the reverse
hereof (and/or any other or further Paying Agents and/or specified offices as
may from time to time be duly appointed and notified to the Noteholders).

                  This Receipt must be presented for payment together with the
Note to which it appertains. MBNA America Bank, National Association shall have
no obligation in respect of any Receipt presented without the Note to which it
appertains or any unmatured Receipts.


                                         MBNA AMERICA BANK, NATIONAL ASSOCIATION


                                         By:____________________________________


                                      (H-1)
<PAGE>   105
                              [Reverse of Receipt]

                     [Names and Addresses of Paying Agents]

and/or such other or further agents and/or specified offices as may from time to
time be duly appointed or nominated and notified to Holders of Notes of the
Series of which the Note to which this Receipt appertains is a part.


                                      (H-2)
<PAGE>   106
                                                                       EXHIBIT I
                                                                       ---------
                             FORM OF REVERSE OF NOTE

                                [Reverse of Note]


                  The Notes (other than notes sold outside of the United States)
are issuable only in denominations of US$250,000 and integral multiples of
US$1,000 in excess thereof (or equivalent denominations in other currencies,
subject to any other statutory or regulatory minimums). This Note, and any Note
issued in exchange or substitution therefor or in place hereof, or upon
registration of transfer, exchange or partial redemption or repayment of this
Note, may be issued only in an Authorized Denomination specified in the Pricing
Supplement (or, if this Note is in definitive form, specified on the face
hereof).

                  Unless otherwise provided herein or in the Pricing Supplement,
the principal of, and premium, if any, and interest on, this Note are payable in
the Specified Currency indicated on the face hereof (or, if such Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued such Specified Currency as at the time of such payment is legal tender
for the payment of debts). If this Note is a DTC Global Note and the Specified
Currency indicated on the face hereof is other than U.S. dollars, any such
amounts paid by the Bank will be converted by the Global Agent, or such other
agent as may be specified in the Pricing Supplement (or, if this Note is in
definitive form, specified on the face hereof), which for these purposes shall
act as currency exchange agent (the "Exchange Rate Agent"), into U.S. dollars
for payment to the holder of this Note.

                  If this Note is a DTC Global Note and the Specified Currency
indicated on the face hereof is other than the U.S. dollar, any U.S. dollar
amount to be received by the holder of this Note will be based on the Exchange
Rate Agent's bid quotation as of 11:00 a.m., London time, on the second day on
which banks are open for business in London and New York City preceding the
applicable payment date, for the purchase of U.S. dollars with the Specified
Currency for settlement on such payment date of the aggregate amount of the
Specified Currency payable to all holders of Notes denominated other than in the
U.S. dollar scheduled to receive U.S. dollar payments. If such bid quotation is
not available, the Exchange Rate Agent will obtain a bid quotation from a
leading foreign exchange Global Agent in London or New York City selected by the
Exchange Rate Agent for such purchase. If no such bids


                                      (I-1)
<PAGE>   107
are available, payment of the aggregate amount due to the holder of this Note on
the payment date will be made in the Specified Currency. All currency exchange
costs will be borne by the holder of this Note by deductions from such payments.
All determinations referred to above made by the Exchange Rate Agent shall be at
its sole discretion and shall, in the absence of manifest error, be conclusive
for all purposes and binding upon the Agent and the holder of this Note.

                  If this Note is a DTC Global Note and the Specified Currency
indicated on the face hereof is other than the U.S. dollar, the holder of this
Note may elect to receive payment of principal (and premium, if any) and
interest on this Note in the Specified Currency indicated on the face hereof by
submitting a written notice to the Global Agent at 120 Wall Street, New York,
New York 10043, Attention: Corporate Trust Services, on or prior to the fifth
Business Day following the applicable Regular Record Date in the case of
interest and the tenth calendar day prior to the payment date for the payment of
principal. Such notice, which may be mailed or hand delivered or sent by cable,
telex or other form of facsimile transmission, shall contain (i) the holder's
election to receive all or a portion of such payment in the Specified Currency
for value on the relevant Interest Payment Date or Maturity, as the case may be,
and (ii) wire transfer instructions to an account denominated in the Specified
Currency with respect to any payment to be made in the Specified Currency. Any
such election made with respect to this Note by the holder will remain in effect
with respect to any further payments of principal of (and premium, if any) and
interest on this Note payable to the holder of this Note unless such election is
revoked on or prior to the fifth Business Day following the applicable Regular
Record Date in the case of interest and the tenth calendar day prior to the
payment date for the payment of principal.

                  If (i) this Note is a DTC Global Note and the holder of this
Note shall have duly made an election to receive all or a portion of a payment
of principal of (and premium, if any) or interest on this Note in the Specified
Currency indicated on the face hereof, or (ii) if this Note is not a DTC Global
Note, in the case of (i) or (ii) in the event the Specified Currency indicated
on the face hereof has been replaced by another currency (a "Replacement
Currency"), any amount due pursuant to this Note may be repaid, at the option of
the Bank, in the Replacement Currency or in U.S. Dollars, at a rate of exchange
which takes into account the conversion, at the rate prevailing on the most
recent date on which official conversion rates were quoted or set by the
national government or other authority responsible for issuing the Replacement
Currency, from the Specified Currency to the Replacement Currency and, if
necessary, the conversion of the Replacement Currency into U.S. Dollars at the
rate prevailing on the date of such conversion.


                                      (I-2)
<PAGE>   108
Notwithstanding the foregoing, if, pursuant to the Treaty on European Union (the
"Maastricht Treaty"), all or some of the currencies of the member countries of
the European Community are replaced by a new single European currency (the
"Euro"), and this Note is denominated in any such currency, the payment of
principal of, premium (if any) or interest on this Note shall be effected in
Euro in conformity with legally applicable measures taken pursuant to, or by
virtue of, the Maastricht Treaty.

                  If the Specified Currency indicated on the face hereof is
other than the European Currency Unit ("ECU") and (i) this Note is a DTC Global
Note and the holder of this Note shall have duly made an election to receive all
or a portion of a payment of principal of (and premium, if any) or interest on
this Note in the Specified Currency indicated on the face hereof, or (ii) if
this Note is not a DTC Global Note, in the case of (i) or (ii) if such Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Bank, the Bank will be entitled to
satisfy its obligations to the holder of this Note by making such payments of
principal of (and premium, if any) or interest on this Note in U.S. dollars
until the Specified Currency is again available. In such circumstances, the U.S.
dollar amount to be received by the holder of this Note will be made on the
basis of the most recently available bid quotation from a leading foreign
exchange bank in London or New York City selected by the Exchange Rate Agent,
for the purchase of U.S. dollars with the Specified Currency for settlement on
such payment date of the aggregate amount of the Specified Currency payable to
all holders of Notes denominated other than in the U.S. dollar scheduled to
receive U.S. dollar payments. Any payment made under such circumstances in U.S.
dollars where the payment is required to be made in the Specified Currency will
not constitute an "Event of Default" with respect to this Note.

Payment in a Composite Currency

                  If (i) this Note is a DTC Global Note and the holder of this
Note shall have duly made an election to receive payments of principal, premium,
if any, or interest hereon in the Specified Currency indicated on the face
hereof, or (ii) if this Note is not a DTC Global Note and, in the case of (i) or
(ii), the Specified Currency is the ECU, subject to the following provisions,
the value and composition of the ECU in which such payments of principal,
premium, if any, or interest are made shall be the same as the composition of
the European Currency Unit that is from time to time used as the unit of account
of the European Communities (the "EC"). Certain changes as to the nature of


                                      (I-3)
<PAGE>   109
the composition of the ECU may be made by the European Communities in conformity
with the provisions of the Treaty on European Union. References herein to the
ECU shall be deemed to be references to the ECU as so changed.

                  If, on the date on which any such payment of principal,
premium, if any, or interest with respect to this Note is due, the ECU is used
neither as the unit of account of the EC nor as the currency of the European
Union, the Exchange Rate Agent shall, without liability on its part and without
regard to the interests of individual Noteholders and after consultation with
the Bank if practicable, choose a component currency (the "Chosen Currency") of
the ECU when the ECU was most recently used as the unit of account of the EC in
which all payments due on that due date with respect to this Note shall be made.
Notice of the Chosen Currency selected by the Exchange Rate Agent shall, where
practicable, be given to the holder hereof. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as provided below, as of the fourth London Business
Day (as defined below) prior to the date on which such payment is due.

                  Without limiting the foregoing, on the first London Business
Day on which the ECU is used neither as the unit of account of the EC nor as the
currency of the European Union, the Exchange Rate Agent shall, without liability
on its part and without regard to the interests of individual Noteholders and
after consultation with the Agent if practicable, choose a component currency of
the ECU (also the Chosen Currency) when the ECU was most recently used as the
unit of account of the EC in which all payments with respect to this Note having
a due date prior thereto but not yet paid are to be made. The amount of each
payment in such Chosen Currency shall be computed on the basis of the equivalent
of the ECU in that currency, determined as provided below, as of such first
London Business Day.


                  The equivalent of the ECU in the relevant Chosen Currency as
of any date (the "Date of Valuation") shall be determined on the following basis
by the Exchange Rate Agent or such other agent as may be specified in the
Pricing Supplement (or, if this Note is in definitive form, specified on the
face hereof) which shall for these purposes act as computation agent (the
"Computation Agent"). The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were components of the ECU on
the last day on which the ECU was used as the unit of account of the EC;
provided, however, that if the ECU is being used for the settlement of
transactions by public institutions of or within the EC, or if it was so


                                      (I-4)
<PAGE>   110
used after its most recent use as the unit of account of the EC, the Components
shall be:

               (i)         the currency amounts that are components of the ECU
                           as so used as of the Date of Valuation; or

               (ii)        the currency amounts that were components of the ECU
                           when it was most recently so used, as the case may
                           be.

                  The equivalent of the ECU in the Chosen Currency shall be
calculated by, first, aggregating the U.S. dollar equivalents of the Components,
and then, using the rate used for determining the U.S. dollar equivalents of the
Components in the Chosen Currency as set forth below, calculating the equivalent
in the Chosen Currency of such aggregate amount in U.S. dollars.

                  The U.S. dollar equivalent of each of the Components shall be
determined by the Computation Agent on the basis of the middle spot delivery
quotations prevailing at 11:00 a.m. (London time) on the Date of Valuation, as
obtained by the Computation Agent in the country of issue of the Component in
question.

                  If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those Components shall be
replaced by an amount in such single currency equal to the sum of the amounts of
the consolidated Components expressed in such single currency. If any Component
is divided into two or more currencies, the amount of that Component shall be
replaced by the amounts of such two or more currencies each of which shall be
equal to the amount of the former Component divided by the number of currencies
into which that currency was divided.

                  If no direct quotations are available for a Component as of a
Date of Valuation from any of the Global Agents selected by the Computation
Agent for this purpose because foreign exchange markets are closed in the
country of issue of that currency or for any other reason, the most recent
direct quotations for that currency obtainable by the Computation Agent shall be
used in computing the equivalents of the ECU on such Date of Valuation;
provided, however, that such most recent quotations may be used only if they
were prevailing in the country of issue of such Component not more than two
London Business Days before such Date of Valuation. If the most recent
quotations obtained by the Computation Agent are those which were so prevailing
more than two


                                      (I-5)
<PAGE>   111
London Business Days before such Date of Valuation, the Computation Agent shall
determine the U.S. dollar equivalent of such Component on the basis of cross
rates derived from the middle spot delivery quotations for such Component and
for the U.S. dollar prevailing at 11:00 a.m. (London time) by the Computation
Agent, in a country other than the country of issue of such Component. If such
most recent quotations obtained by the Computation Agent are those which were so
prevailing not more than two London Business Days before such Date of Valuation,
the Computation Agent shall determine the U.S. dollar equivalent of such
Component on the basis of such cross rates if the Computation Agent judges that
the equivalent so calculated is more representative than the U.S. dollar
equivalent calculated on the basis of such most recent direct quotations. Unless
otherwise determined by the Computation Agent, if there is more than one market
for dealing in any Component by reason of foreign exchange regulations or for
any other reason, the market to be referred to with respect to such currency
shall be that upon which a non-resident issuer of securities denominated in such
currency would purchase such currency in order to make payments with respect to
such securities.

                  All choices and determinations made by the Computation Agent
for the foregoing purposes shall be at its sole discretion (after consultation
with the Agent) and shall, in the absence of manifest error, be conclusive for
all purposes and binding upon the Global Agent and the holder of this Note.

                  Whenever a payment is to be made in a Chosen Currency as
provided herein, such Chosen Currency shall be deemed to be the Specified
Currency for all other purposes.

                  The provisions set forth above in "Payment in a Component
Currency" shall not apply in the event the ECU becomes a new single European
currency in its own right in some or all of the member states of the European
Communities. Under these circumstances, payments of principal, premium, if any,
and interest, if any, on any Note denominated in ECU shall be effected in Euro
at such time as is required by, and otherwise in conformity with, legally
applicable measures adopted by the European Council.

                  The Bank has initially appointed The First National Bank of
Chicago as global agent (the "Global Agent"), The First National Bank of Chicago
acting through its specified office in New York as paying agent (the "NY Paying
Agent"), The First National Bank of Chicago acting through its specified office
in London as paying agent (the "London Paying Agent") and Banque Indosuez
Luxembourg as paying agent (the "Luxembourg Paying Agent"; together with the
Global Agent, the NY


                                      (I-6)
<PAGE>   112
Paying Agent and the London Paying Agents, the "Paying Agents"; individually, a
"Paying Agent"), which term shall include any additional or successor paying
agents appointed pursuant to the Agency Agreement) to act as paying agents in
respect of the Notes. If this Note is in registered form, this Note may be
presented or surrendered for payment, and notices, designations or requests in
respect of payments with respect to this Note may be served, at the office or
agency of any Paying Agent maintained for that purpose. The Global Agent may at
any time rescind any designation of a Paying Agent, appoint any additional or
successor Paying Agents or approve a change in the office through which a Paying
Agent acts.

                  Subject to any fiscal or other laws and regulations applicable
thereto in the place of payment, payments on Registered Notes to be made in a
Specified Currency other than the U.S. dollar and payments on Bearer Notes will
be made by a check in the Specified Currency drawn on, or by wire transfer to an
account in the Specified Currency (which, in the case of a payment in Yen to a
non-resident of Japan, shall be a non-resident account) maintained by the payee
with, a Global Agent (which, in the case of a payment in Yen to a non-resident
of Japan, shall be an authorized foreign exchange Global Agent) in the principal
financial center of the country of the Specified Currency, provided, however, a
check may not be delivered to an address in, and an amount may not be
transferred to an account at a Agent located in, the United States of America or
its possessions by any office or agency of the Agent, the Global Agent or any
Paying Agent.

Fixed Rate Interest Provisions

                  If this Note is designated as a "Fixed Rate Note" on the face
hereof, the Agent will pay interest on each Interest Payment Date specified in
the Pricing Supplement (or, if this Note is in definitive form, specified on the
face hereof) and on the Maturity Date or any Redemption Date or Holder's
Optional Repayment Date (as defined below) (each such Maturity Date, Redemption
Date and Holder's Optional Repayment Date and the date on which the principal or
an installment of principal is due and payable by declaration of acceleration as
provided herein being hereinafter referred to as a "Maturity" with respect to
the principal repayable on such date), commencing on the first Interest Payment
Date next succeeding the Original Issue Date specified on the face hereof, at
the Interest Rate per annum specified in the Pricing Supplement (or, if this
Note is in definitive form, specified on the face hereof), until the principal
hereof is paid or duly made available for payment.


                                      (I-7)
<PAGE>   113
                  Payments of interest hereon will include interest accrued from
and including the most recent Interest Payment Date to which interest on this
Note (or any predecessor Note) has been paid or duly provided for (or, if no
interest has been paid or duly provided for, from and including the Original
Issue Date) to but excluding the relevant Interest Payment Date or Maturity, as
the case may be. Unless otherwise specified in the Pricing Supplement (or, if
this Note is in definitive form, on the face hereof), if the Maturity Date
specified on the face hereof falls more than one year from the Original Issue
Date, interest payments for this Note shall be computed and paid on the basis of
a 360-day year of twelve 30-day months. Unless otherwise specified in the
Pricing Supplement (or, if this Note is in definitive form, on the face hereof),
if the Maturity Date specified on the face hereof falls one year or less from
the Original Issue Date, interest payments for this Note shall be computed and
paid on the basis of the actual number of days in the year divided by 360.

                  Unless otherwise provided herein, if any Interest Payment Date
or the Maturity of this Note falls on a day which is not a Business Day, the
related payment of principal of, premium, if any, or interest on, this Note
shall be made on the next succeeding Business Day with the same force and effect
as if made on the date such payments were due, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or the Maturity, as the case may be.

Floating Rate Interest Provisions

                  If this Note is designated as a "Floating Rate Note" on the
face hereof, the Agent will pay interest on each Interest Payment Date specified
in the Pricing Supplement (or, if this Note is in definitive form, specified on
the face hereof) and at Maturity, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified on the face hereof (or, if the
Original Issue Date is between a Regular Record Date and the Interest Payment
Date immediately following such Regular Record Date, on the second Interest
Payment Date following the Original Issue Date), at a rate per annum determined
in accordance with the provisions hereof (and, if this Note as in global form,
in accordance with the Pricing Supplement), until the principal hereof is paid
or duly made available for payment.

                  Payments of interest hereon will include interest accrued from
and including the most recent Interest Payment Date to which interest on this
Note (or any predecessor Note) has been paid or duly provided for (or, if no
interest has been paid or duly provided


                                      (I-8)
<PAGE>   114
for, from and including the Original Issue Date) to but excluding the relevant
Interest Payment Date or Maturity, as the case may be (each such period an
"Interest Period").

                  Unless otherwise specified herein or in the Pricing
Supplement, if any Interest Payment Date (or other date which is subject to
adjustment in accordance with a Business Day Convention specified on the face
hereof or in the Pricing Supplement) in respect of this Note (other than an
Interest Payment Date at Maturity) would otherwise fall on a day that is not a
Business Day, then, if the Business Day Convention specified on the face hereof
or in the Pricing Supplement is:

         (1)      the "Floating Rate Convention," such Interest Payment Date (or
                  other date) shall be postponed to the next succeeding day
                  which is a Business Day unless it would thereby fall into the
                  next succeeding calendar month, in which event (A) such
                  Interest Payment Date (or other date) shall be brought forward
                  to the next preceding Business Day and (B) each subsequent
                  Interest Payment Date (or other date) shall be the last
                  Business Day in the month which falls the number of months or
                  other period specified as the Interest Payment Period on the
                  face hereof after the preceding applicable Interest Payment
                  Date (or other date) occurred; or

         (2)      the "Following Business Day Convention," such Interest Payment
                  Date (or other date) shall be postponed to the next succeeding
                  day which is a Business Day; or

         (3)      the "Modified Following Business Day Convention," such
                  Interest Payment Date (or other date) shall be postponed to
                  the next succeeding day that is a Business Day unless it would
                  thereby fall into the next succeeding calendar month, in which
                  event such Interest Payment Date (or other date) shall be
                  brought forward to the next preceding Business Day; or

         (4)      the "Preceding Business Day Convention," such Interest Payment
                  Date (or other date) shall be brought forward to the next
                  preceding Business Day.

                  If the Maturity of this Note falls on a day that is not a
Business Day, the related payment of principal of, premium, if any, and interest
on, this Note will be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment


                                      (I-9)
<PAGE>   115
was due, and no interest shall accrue on the amount so payable for the period
from and after such Maturity.

                  If "ISDA Rate" is specified on the face hereof or in the
Pricing Supplement in connection with the determination of the rate of interest
on this Note, the rate of interest on this Note for each Interest Period will be
the relevant ISDA Rate (as defined below) plus or minus the Margin, if any,
specified on the face hereof or in the Pricing Supplement. Unless otherwise
specified on the face hereof or in the Pricing Supplement, "ISDA Rate" means,
with respect to any Interest Period, the rate equal to the Floating Rate that
would be determined by the Global Agent or other person specified on the face
hereof or in the Pricing Supplement pursuant to an interest rate swap
transaction if the Global Agent or that other person were acting as Calculation
Agent for that swap transaction in accordance with the terms of an agreement in
the form of the Interest Rate and Currency Exchange Agreement published by the
International Swaps and Derivatives Association, Inc. (the "ISDA Agreement") and
evidenced by a Confirmation (as defined in the ISDA Agreement) incorporating the
ISDA Definitions and under which:

         (A)      the Floating Rate Option is as specified on the face hereof or
                  in the Pricing Supplement;

         (B)      the Designated Maturity is the period specified on the face
                  hereof or in the Pricing Supplement; and

         (C)      the relevant Reset Date is either (i) if the applicable
                  Floating Rate Option is based on the London inter-bank offered
                  rate for a currency, the first day of that Interest Period or
                  (ii) in any other case, as specified on the face hereof or in
                  the Pricing Supplement.

As used in this paragraph, "Floating Rate", "Calculation Agent", "Floating Rate
Option", "Designated Maturity", and "Reset Date" have the meanings ascribed to
those terms in the ISDA Definitions.

                  If "Reference Rate Determination" is specified on the face
hereof or in the Pricing Supplement in connection with the determination of the
rate of interest on this Note, this Note will bear interest at a rate per annum
equal to the Initial Interest Rate specified on the face hereof or in the
Pricing Supplement until the Initial Interest Reset Date specified on the face
hereof or in the Pricing Supplement and thereafter at a rate per annum
determined as follows:


                                     (I-10)
<PAGE>   116
                  1. If this Note is designated as a "Regular Floating Rate
         Note" on the face hereof or in the Pricing Supplement or if no
         designation is made for Interest Calculation on the face hereof or in
         the Pricing Supplement, then, except as described below or in the
         Pricing Supplement, this Note shall bear interest at the rate
         determined by reference to the applicable Interest Rate Basis or Bases
         specified on the face hereof or in the Pricing Supplement (i) plus or
         minus the applicable Spread, if any, and/or (ii) multiplied by the
         applicable Spread Multiplier, if any, specified and applied in the
         manner described on the face hereof or in the Pricing Supplement.
         Commencing on the Initial Interest Reset Date, the rate at which
         interest on this Note is payable shall be reset as of each Interest
         Reset Date specified on the face hereof or in the Pricing Supplement;
         provided, however, that the interest rate in effect for the period from
         the Original Issue Date to the Initial Interest Reset Date will be the
         Initial Interest Rate.

                  2. If this Note is designated as a "Floating Rate/Fixed Rate
         Note" on the face hereof or in the Pricing Supplement, then, except as
         described below or in the Pricing Supplement, this Note shall bear
         interest at the rate determined by reference to the applicable Interest
         Rate Basis or Bases specified on the face hereof or in the Pricing
         Supplement (i) plus or minus the applicable Spread, if any, and/or (ii)
         multiplied by the applicable Spread Multiplier, if any, specified and
         applied in the manner described on the face hereof or in the Pricing
         Supplement. Commencing on the Initial Interest Reset Date, the rate at
         which interest on this Note is payable shall be reset as of each
         Interest Rate Date specified on the face hereof or in the Pricing
         Supplement; provided, however, that (i) the interest rate in effect for
         the period from the Original Issue Date to the Initial Interest Reset
         Date shall be the Initial Interest Rate and (ii) the interest rate in
         effect commencing on, and including, the Fixed Rate Commencement Date
         to the Maturity Date shall be the Fixed Interest Rate, if such a rate
         is specified on the face hereof or in the Pricing Supplement, or if no
         such Fixed Interest Rate is so specified, the interest rate in effect
         hereon on the Business Day immediately preceding the Fixed Rate
         Commencement Date.

                  3. If this Note is designated as an "Inverse Floating Rate
         Note" on the face hereof or in the Pricing Supplement, then, except as
         described below or in the Pricing Supplement, this Note shall bear
         interest equal to the Fixed


                                     (I-11)
<PAGE>   117
Interest Rate indicated on the face hereof or in the Pricing Supplement minus
the rate determined by reference to the applicable Interest Rate Basis or Bases
specified on the face hereof or in the Pricing Supplement (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described on the face
hereof or in the Pricing Supplement; provided, however, that, unless otherwise
specified on the face hereof or in the Pricing Supplement, the interest rate
hereon will not be less than zero percent. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable shall be reset as
of each Interest Rate Reset Date specified on the face hereof or in the Pricing
Supplement; provided, however, that the interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate.

                  Except as provided above, if "Reference Rate Determination" is
specified on the face hereof or in the Pricing Supplement in connection with the
determination of the rate of interest on this Note, the interest rate in effect
on each day shall be (a) if such day is an Interest Reset Date, the interest
rate determined as of the Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (b) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the next preceding Interest Reset Date.
Each Interest Rate Basis shall be the rate determined in accordance with the
applicable provision below. If any Interest Reset Date (which term includes the
term Initial Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
adjusted in accordance with the Business Day Convention specified on the face
hereof or in the Pricing Supplement.

                  Unless otherwise specified on the face hereof or in the
Pricing Supplement, the "Interest Determination Date" with respect to the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate, the J.J. Kenny Rate,
the CD Rate and the Prime Rate will be the second Business Day preceding each
Interest Reset Date; the "Interest Determination Date" with respect to the
Eleventh District Cost of Funds Rate will be the last working day of the month
immediately preceding each Interest Reset Date on which the Federal Home Loan
Bank of San Francisco (the "FHLB of San Francisco") publishes the Index (as
defined below); the "Interest Determination Date" with respect to LIBOR shall be
the second London Business Day (as defined below) preceding each Interest Reset
Date; the "Interest Determination Date" with respect to


                                     (I-12)
<PAGE>   118
the Treasury Rate will be the day in the week in which the related Interest
Reset Date falls on which day Treasury Bills (as defined below) are normally
auctioned (Treasury Bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is normally held
on the following Tuesday, except that such auction may be held on the preceding
Friday); provided, however, that if an auction is held on the Friday of the week
preceding the related Interest Reset Date, the related Interest Determination
Date shall be such preceding Friday; and provided, further, that if an auction
shall fall on any Interest Reset Date, then the Interest Reset Date shall
instead be the first Business Day following such auction. If the interest rate
of this Note is determined with reference to two or more Interest Rate Bases as
specified on the face hereof or in the Pricing Supplement, the Interest
Determination Date pertaining to this Note will be the latest Business Day which
is at least two Business Days prior to such Interest Reset Date on which each
Interest Rate Basis is determinable. Each Interest Rate Basis shall be
determined on such date, and the applicable interest rate shall take effect on
the Interest Reset Date.

                  Determination of CMT Rate. If an Interest Rate Basis for this
Note is the CMT Rate, as indicated on the face hereof or in the Pricing
Supplement, the CMT Rate shall be determined as of the applicable Interest
Determination Date (a "CMT Rate Interest Determination Date"), as the rate
displayed on the Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index for (i) if
the Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in which
the related CMT Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by 3:00 p.m., New
York City time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published by the Board of Governors of
the Federal Reserve System in the weekly statistical released entitled
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)"). If such rate is no longer published, or if not published by 3:00
p.m., New York City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with


                                     (I-13)
<PAGE>   119
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 p.m., New York City time, on
the CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 p.m., New
York City time, on the CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, on of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate will be the CMT Rate in effect on such
CMT Rate Interest Determination Date. If two Treasury Notes with an original
maturity as described in the third preceding sentence have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for the
CMT Rate Note with the shorter remaining term to maturity will be used.


                                     (I-14)
<PAGE>   120
                  "Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face hereof or in the
Pricing Supplement (or any other page as may replace such page on that service
for the purpose of displaying Treasury Constant Maturities as reported in
H.15(519)), for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519). If no such page is specified on the face hereof or in the
Pricing Supplement, the Designated CMT Telerate Page shall be 7052 for the most
recent week.

                  "Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified on the face hereof or in the Pricing Supplement with respect to
which the CMT Rate will be calculated. If no such maturity is specified on the
face hereof or in the Pricing Supplement, the Designated CMT Maturity Index
shall be 2 years.

                  Determination of Commercial Paper Rate. If an Interest Rate
Basis for this Note is the Commercial Paper Rate, as indicated on the face
hereof or in the Pricing Supplement, the Commercial Paper Rate shall be
determined as of the applicable Interest Determination Date (a "Commercial Paper
Rate Interest Determination Date"), as the Money Market Yield (as defined below)
on such date of the rate for commercial paper having the Index Maturity
specified on the face hereof or in the Pricing Supplement as published in
H.15(519) under the heading "Commercial Paper". In the event that such rate is
not published by 3:00 p.m., New York City time, on the related Calculation Date,
then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for commercial
paper having the Index Maturity specified on the face hereof or in the Pricing
Supplement as published in the daily statistical release entitled "Composite
3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days, respectively). If by 3:00 p.m., New York City time, on the
related Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate on such Commercial Paper
Rate Interest Determination Date shall be calculated by the Calculation Agent
and shall be the Money Market Yield of the arithmetic mean of the offered rates
at approximately 11:00 a.m., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper having
the Index Maturity designated on the face hereof or in the Pricing Supplement
placed for an industrial issuer whose bond rating is "AA," or the equivalent,
from a


                                     (I-15)
<PAGE>   121
nationally recognized securities rating agency; provided, however, that if any
of the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate determined as of such
Commercial Paper Rate Interest Determination Date shall be the rate in effect on
such Commercial Paper Rate Interest Determination Date.

                  "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

                  Money Market Yield =       D x 360     x 100
                                         -------------
                                         360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.

                  Determination of Eleventh District Cost of Funds Rate. If an
Interest Rate Basis for this Note is the Eleventh District Cost of Funds Rate,
as indicated on the face hereof or in the Pricing Supplement, the Eleventh
District Cost of Funds Rate shall be determined as of the applicable Interest
Determination Date (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), as the rate equal to the monthly weighted average cost of
funds for the calendar month immediately preceding the month in which such
Eleventh District Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption "11th District" on Telerate Page 7058 (as defined below)
as of 11:00 a.m., San Francisco time, on such Eleventh District Cost of Funds
Rate Interest Determination Date. If such rate does not appear on Telerate Page
7058 on any related Eleventh District Cost of Funds Rate Interest Determination
Date, the Eleventh District Cost of Funds Rate for such Eleventh District Cost
of Funds Rate Interest Determination Date shall be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding the
date of such announcement. If the FHLB of San Francisco fails to announce such
rate for the calendar month immediately preceding such Eleventh District Cost of
Funds Rate Interest Determination Date, then the Eleventh District Cost of Funds
Rate determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Interest Determination Date.


                                     (I-16)
<PAGE>   122
                  "Telerate Page 7058" means the display designated as page
"7058" on the Dow Jones Telerate Service (or such other page as may replace the
7058 page on that service for the purpose of displaying the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District).

                  Determination of J.J. Kenny Rate. If an Interest Rate Basis
for this Note is the J.J. Kenny Rate, as indicated on the face hereof or in the
Pricing Supplement, the J.J. Kenny Rate shall be determined as of the applicable
Interest Determination Date (a "J.J. Kenny Interest Determination Date") as the
rate in the high grade weekly index (the "Weekly Index") on such date made
available by Kenny Information Systems ("Kenny") to the Calculation Agent. The
Weekly Index Maturity is, and shall be, based upon 30-day yield evaluations at
par of bonds, the interest of which is exempt from Federal income taxation under
the Internal Revenue Code of 1986, as amended, of not less than five high grade
component issuers selected by Kenny which shall include, without limitation,
issuers of general obligation bonds. The specific issuers included among the
component issuers may be changed from time to time by Kenny in its discretion.
The bonds on which the Weekly Index is based shall not include any bonds on
which the interest is subject to a minimum tax or similar tax under the Internal
Revenue Code of 1986, as amended, unless all tax-exempt bonds are subject to
such tax. In the event Kenny ceases to make available such Weekly Index, a
successor indexing agent will be selected by the Calculation Agent, such index
to reflect the prevailing rate for bonds rated in the highest short-term rating
category by Moody's Investors Service, Inc. and Standard & Poor's Ratings Group
in respect of issuers most closely resembling the high grade component issuers
selected by Kenny for its Weekly Index, the interest on which is (i) variable on
a weekly basis, (ii) exempt from Federal income taxation under the Internal
Revenue Code of 1986, as amended, and (iii) not subject to a minimum tax or
similar tax under the Internal Revenue of Code of 1986, as amended, unless all
tax-exempt bonds are subject to such tax. If such successor indexing agent is
not available, the rate for any J.J. Kenny Interest Determination Date shall be
67% of the rate determined if the Treasury Rate option had been originally
selected.

                  Determination of CD Rate. If an Interest Rate Basis for this
Note is the CD Rate, as indicated on the face hereof or in the Pricing
Supplement, the CD Rate shall be determined as of the applicable Interest
Determination Date (a "CD Rate Interest Determination Date") as the rate on such
date for negotiable certificates of deposit having the Index Maturity specified
on the face hereof or in the Pricing Supplement as published in H.15(519) under
the heading "CDs (Secondary Market)". In the event that such rate is not so
published before 3:00 p.m., New


                                     (I-17)
<PAGE>   123
York City time, on the Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate will be the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof or in the Pricing Supplement as published
in Composite Quotations under the heading "Certificates of Deposit". If such
rate is published neither in H.15(519) nor in the Composite Quotations by 3:00
p.m., New York City time, on such Calculation Date, the CD Rate for such CD Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the secondary market offered rates as of 10:00 a.m.,
New York City time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers of negotiable U.S. dollar certificates of deposit in The
City of New York (which may include one or more of the Dealers) selected by the
Calculation Agent for negotiable certificates of deposit in a denomination of
US$5,000,000 of the four highest rated banks (as rated by two nationally
recognized rating agencies) of the 25 largest United States banks ranked by
asset size based on the most recent year-end survey published in The American
Banker (or a comparable publication) with a remaining maturity closest to the
Index Maturity specified on the face hereof or in the Pricing Supplement;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate determined on
such CD Rate Interest Determination Date will be the CD Rate in effect on such
date.

                  Determination of Federal Funds Rate. If an Interest Rate Basis
for this Note is the Federal Funds Rate, as indicated on the face hereof or in
the Pricing Supplement, the Federal Funds Rate shall be determined as of the
applicable Interest Determination Date (a "Federal Funds Rate Interest
Determination Date"), as the rate on such date for federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not so published
by 3:00 p.m., New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date, as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 p.m.,
New York City time, on the related Calculation Date such rate is not published
in either H.15(519) or Composite Quotations, then the Federal Funds Rate on such
Federal Funds Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates for the last
transaction in overnight U.S. dollar federal funds arranged prior to 9:00 a.m.,
New York City time, or such Federal Funds Rate Interest Determination Date by
three leading brokers of federal funds transactions in The City of New York
selected by the Calculation Agent; provided, however, that if any of the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Federal Funds Rate


                                     (I-18)
<PAGE>   124
determined as of such Federal Funds Rate Interest Determination Date shall be
the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.

                  Determination of LIBOR. If an Interest Rate Basis for this
Note is LIBOR, as indicated on the face hereof or in the Pricing Supplement,
LIBOR shall be determined by the Calculation Agent as of the applicable Interest
Determination Date (a "LIBOR Interest Determination Date"), in accordance with
the following provisions:

                  (a) with respect to any LIBOR Interest Determination Date,
LIBOR will be, as specified on the face hereof or in the Pricing Supplement,
either: (i) if "LIBOR Reuters" is specified on the face hereof or in the Pricing
Supplement, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in the Index Currency having
the Index Maturity specified on the face hereof, commencing on the second London
Banking Day immediately following that LIBOR Interest Determination Date, that
appear on the Designated LIBOR Page specified on the face hereof or in the
Pricing Supplement, as of 11:00 a.m., London time, on that LIBOR Interest
Determination Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such Designated LIBOR Page, or
(ii) if "LIBOR Telerate" is specified on the face hereof or in the Pricing
Supplement or if neither "LIBOR Telerate" nor "LIBOR Reuters" is specified as
the method for calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity specified on the face hereof or in the Pricing
Supplement, commencing on the second London Banking Day immediately following
that LIBOR Interest Determination Date, that appears on the Designated LIBOR
Page specified on the face hereof or in the Pricing Supplement, as of 11:00
a.m., London time, on that LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR in
respect of that LIBOR Interest Determination Date will be determined as if the
parties had specified the rate described in (b) below.

                  (b) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as the case may
be, on the applicable Designated LIBOR Page as specified in (a) above, the
Calculation Agent will request the principal London office of each of four major
banks in the London interbank market, as selected by the Calculation Agent
("Reference Banks"), to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated on the face hereof or in the Pricing Supplement, commencing on the
second London


                                     (I-19)
<PAGE>   125
Banking Day immediately following that LIBOR Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 a.m., London
time, on such LIBOR Interest Determination Date and in a principal amount that
is representative for a single transaction in such Index Currency in such market
at such time. If at least two such quotations are provided, LIBOR in respect of
that LIBOR Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR in respect of that
LIBOR Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., in the applicable Principal Financial
Center, on that LIBOR Interest Determination Date by three major banks in the
applicable Principal Financial Center selected by the Calculation Agent for
loans in the Index Currency to leading European banks having the Index Maturity
designated on the face hereof or in the Pricing Supplement and in a principal
amount that is representative for a single transaction in such Index Currency in
such market at such time; provided, however, that if the banks selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR with respect to such LIBOR Interest Determination Date will be
the rate of LIBOR in effect on such date.

                  "Index Currency" means the currency (including composite
currencies) specified on the face hereof or in the Pricing Supplement as the
currency for which LIBOR shall be calculated. If no such currency is specified
on the face hereof or in the Pricing Supplement, the Index Currency shall be the
U.S. dollar.

                  "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified on the face hereof or in the Pricing Supplement, the display on the
Reuters Monitor Money Rates Service for the purpose of displaying London
interbank offered rates of major banks for the applicable Index Currency, or (b)
if "LIBOR Telerate," is specified on the face hereof or in the Pricing
Supplement, or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the
method for calculating LIBOR, the display on the Dow Jones Telerate Service (or
such other service as may be nominated by the British Bankers' Association) for
the purpose of displaying London interbank offered rates for the applicable
Index Currency.

                  "Principal Financial Center" will generally be the capital
city of the country of the specified Index Currency, except that with respect to
U.S. dollars, Deutsche Marks, Dutch guilders, Italian lire, Swiss francs and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.


                                     (I-20)
<PAGE>   126
                  "London Banking Day" means any day (other than a Saturday or
Sunday) on which dealings in deposits in the Index Currency are transacted in
the London interbank market.

                  Determination of Prime Rate. If an Interest Rate Basis for
this Note is the Prime Rate, as indicated on the face hereof or in the Pricing
Supplement, the Prime Rate shall be determined as of the applicable Interest
Determination Date (a "Prime Rate Interest Determination Date") as the rate on
such date as such rate is published in H.15(519) under the heading "Bank Prime
Loan". If such rate is not published prior to 3:00 p.m., New York City time, on
the related Calculation Date, then the Prime Rate shall be the arithmetic mean
of the rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME1 (as defined below) as such bank's prime rate or base
lending rate as in effect for such Prime Rate Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1 for such Prime
Rate Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of New
York selected by the Calculation Agent. If fewer than four major money center
banks provide such quotations, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of four prime rates, quoted on
the basis of the actual number of days in the year divided by a 360-day year, as
of the close of business on such Prime Rate Interest Determination Date as
furnished in The City of New York by the major money center banks, if any, that
have provided quotations and as many substitute banks or trust companies as is
necessary in order to obtain four such prime rate quotations, provided such
substitute banks or trust companies are organized and doing business under the
laws of the United States, or any state thereof, each having total equity
capital of at least US$500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks or trust
companies selected as aforesaid are not quoting as mentioned in this sentence,
the Prime Rate determined as of such Prime Rate Interest Determination Date
shall be the Prime Rate in effect on such Prime Rate Interest Determination
Date.

                  "Reuters Screen USPRIME1" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).


                                     (I-21)
<PAGE>   127
                  Determination of Treasury Rate. If an Interest Rate Basis for
this Note is the Treasury Rate, as specified on the face hereof or in the
Pricing Supplement, the Treasury Rate shall be determined as of the applicable
Interest Determination Date (a "Treasury Rate Interest Determination Date") as
the rate applicable to the most recent auction of direct obligations of the
United States ("Treasury Bills") having the Index Maturity specified on the face
hereof or in the Pricing Supplement, as such rate is published in H.15(519)
under the heading "Treasury Bills -- auction average (investment)" or, if not
published by 3:00 p.m., New York City time, on the related Calculation Date, the
auction average rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as otherwise
announced by the United States Department of the Treasury. In the event that the
results of the auction of Treasury Bills having the Index Maturity specified on
the face hereof or in the Pricing Supplement are not reported as provided by
3:00 p.m., New York City time, on such Calculation Date, or if no such auction
is held in a particular week, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) of the arithmetic mean of the secondary market bid rates, as
of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest
Determination Date, of three leading primary United States government securities
dealers selected by the Calculation Agent, for the issue of Treasury Bills with
a remaining maturity closest to the Index Maturity specified on the face hereof
or in the Pricing Supplement; provided, however, that if any of the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate determined as of such Treasury Rate Interest
Determination Date shall be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.

                  Unless otherwise specified on the face hereof or in the
Pricing Supplement, accrued interest hereon shall be an amount calculated by
multiplying the face amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor calculated for
each day in the period for which accrued interest is being calculated. Unless
otherwise specified on the face hereof or in the Pricing Supplement, the
interest factor for each such day shall be computed and paid on the basis of a
360-day year of twelve 30-day months if the Day Count Convention specified on
the face hereof or in the Pricing Supplement is "30/360" for the period
specified thereunder, or by dividing the applicable per annum interest rate by
360 if the Day Count Convention specified on the face hereof or in the Pricing
Supplement is "Actual/360" for the period specified thereunder, or by dividing
the applicable per annum interest rate by the actual


                                     (I-22)
<PAGE>   128
number of days in the year if the Day Count Convention specified on the face
hereof or in the Pricing Supplement is "Actual/Actual" for the period specified
thereunder. If no Day Count Convention is specified on the face hereof or in the
Pricing Supplement, the interest factor for each day in the relevant Interest
Period shall be computed, if an Interest Rate Basis specified on the face hereof
or in the Pricing Supplement is the CMT Rate or Treasury Rate or if the
Specified Currency indicated on the face hereof or in the Pricing Supplement is
Sterling, as if "Actual/Actual" had been specified thereon and, in all other
cases, as if "Actual/360" had been specified thereon. Unless otherwise specified
on the face hereof or in the Pricing Supplement, if interest on this Note is to
be calculated with reference to two or more Interest Rate Bases as specified on
the face hereof or in the Pricing Supplement, the interest factor will be
calculated in each period in the same manner as if only one of the applicable
Interest Rate Bases applied.

                  Unless otherwise specified on the face hereof or in the
Pricing Supplement, if "Reference Rate Determination" is specified on the face
hereof or in the Pricing Supplement in connection with the determination of the
rate of interest on this Note, the "Calculation Date", if applicable, pertaining
to any Interest Determination Date will be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not a Business
Day, the next succeeding Business Day and (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Maturity Date, as the case may
be. All calculations on this Note shall be made by the Calculation Agent
specified on the face hereof or such successor thereto as is duly appointed by
the Bank. The determination of any interest rate by the Calculation Agent shall,
in the absence of manifest error, be conclusive for all purposes and binding
upon the holder hereof.

                  All percentages resulting from any calculation on this Note be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be rounded to 9.87654% (or 0.0987654)), and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent or, if the Specified Currency is other than dollars, to the nearest
unit (with one-half cent or unit being rounded upward).

                  At the request of the holder hereof, the Calculation Agent
shall provide to the holder hereof the interest rate hereon then in effect and,
if determined, the interest rate which shall become effective for the next
Interest Period.


                                     (I-23)
<PAGE>   129
                  Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. In addition to any Maximum
Interest Rate applicable hereto pursuant to the above provisions, the interest
rate on this Note will in no event be higher than the maximum rate permitted by
New York law, as the same may be modified by United States law of general
application.

Redemption at the Option of the Bank

                  Unless otherwise specified on the face hereof or in the
Pricing Supplement, this Note will not be subject to any sinking fund. This Note
may be redeemed by the Bank either in whole or in part on and after the Initial
Redemption Date, if any, specified on the face hereof or in the Pricing
Supplement. If no Initial Redemption Date is specified on the face hereof or in
the Pricing Supplement, this Note may not be redeemed prior to the Maturity Date
except as provided below in the event that any Additional Amounts (as defined
below) are required to be paid by the Bank with respect to this Note. On and
after the Initial Redemption Date, if any, this Note may be redeemed in
increments of US$1,000 (or, if the Specified Currency indicated on the face
hereof is other than the U.S. dollar, in such Authorized Denominations specified
on the face hereof or in the Pricing Supplement) at the option of the Bank at
the applicable Redemption Price (as defined below), together with unpaid
interest accrued hereon at the applicable rate borne by this Note to the date of
redemption (each such date, a "Redemption Date"), on written notice given not
more than 60 nor less than 30 calendar days prior to the Redemption Date (unless
otherwise specified on the face hereof or in the Pricing Supplement); provided,
however, that, in the event of redemption of this Note in part only, the
unredeemed portion hereof shall be an Authorized Denomination specified on the
face hereof or in the Pricing Supplement. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof shall be issued
in the name of the holder hereof upon the surrender hereof.

                  The "Redemption Price" shall initially be the Initial
Redemption Percentage specified on the face hereof or in the Pricing Supplement
of the principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date specified on the face hereof or in
the Pricing Supplement by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof or in the Pricing Supplement, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.


                                     (I-24)
<PAGE>   130
                  Notwithstanding the foregoing, if this Note is a Subordinated
Note, this Note may not be redeemed without the prior written consent of the
Office of the Comptroller of the Currency of the United States (the "OCC").

Repayment at the Option of the Holder

                  This Note may be subject to repayment at the option of the
holder hereof in accordance with the terms hereof on any Holder's Optional
Repayment Date(s), if any, specified on the face hereof or in the Pricing
Supplement. If no Holder's Optional Repayment Date is specified on the face
hereof or in the Pricing Supplement, this Note will not be repayable at the
option of the holder hereof prior to the Maturity Date. On any Holder's Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
US$1,000 (or, if the Specified Currency indicated on the face hereof is other
than the U.S. dollar, in such Authorized Denominations specified on the face
hereof or in the Pricing Supplement) at the option of the holder hereof at a
repayment price equal to 100% of the principal amount to be repaid, together
with accrued and unpaid interest hereon payable to the date of repayment;
provided, however, that, in the event of repayment of this Note in part only,
the unrepaid portion hereof shall be an Authorized Denomination specified on the
face hereof or in the Pricing Supplement. For this Note to be repaid in whole or
in part at the option of the holder hereof on a Holder's Optional Repayment
Date, this Note must be delivered, with the form entitled "Option to Elect
Repayment" attached hereto duly completed, to the Global Agent at the address
set forth on such form or at such other address which the Bank shall from time
to time notify the holders of the Notes, not more than 60 nor less than 30 days
prior to such Holder's Optional Repayment Date. In the event of repayment of
this Note in part only, a new Note for the unrepaid portion hereof shall be
issued in the name of the holder hereof upon the surrender hereof. Exercise of
such repayment option by the holder hereof shall be irrevocable.

Additional Amounts

                  All payments of principal, premium, if any, and interest with
respect to this Note will be made without withholding or deduction at source
for, or on account of, any present or future taxes, fees, duties, assessments or
governmental charges of whatever nature imposed or levied by the United States
or any political subdivision or taxing authority thereof or therein, unless such
withholding or deduction is required by (i) the laws (or any regulations or
rulings


                                     (I-25)
<PAGE>   131
promulgated thereunder) of the United States or any political subdivision or
taxing authority thereof or therein or (ii) an official position regarding the
application, administration, interpretation or enforcement of any such laws,
regulations or rulings (including, without limitation, a holding by a court of
competent jurisdiction or by a taxing authority in the United States or any
political subdivision thereof). If a withholding or deduction at source is
required, the Bank will, subject to certain limitations and exceptions (set
forth below), pay to the holder hereof on behalf of an owner of a beneficial
interest herein (an "Owner") who is a United States Alien (as defined below)
such additional amounts ("Additional Amounts") as may be necessary so that every
net payment of principal, premium, if any, or interest made to the holder hereof
on behalf of such Owner, after such withholding or deduction, will not be less
than the amount provided for in this Note with respect to such Owner's interest;
provided, however, that the Bank shall not be required to make any payment of
Additional Amounts for or on account of:

                  (a) any tax, fee, duty, assessment or other governmental
         charge which would not have been imposed but for (i) the existence of
         any present or former connection between such Owner (or between a
         fiduciary, settlor, beneficiary, member or shareholder of, or possessor
         of a power over, such Owner, if such Owner is an estate, trust,
         partnership or corporation) and the United States, including, without
         limitation, such Owner (or such fiduciary, settlor, beneficiary,
         member, shareholder or possessor) being or having been a citizen or
         resident thereof or being or having been present or engaged in trade or
         business therein or having or having had a permanent establishment
         therein, or (ii) the presentation of this Note for payment on a date
         more than 15 days after the date on which such payment became due and
         payable or the date on which payment thereof is duly provided for,
         whichever occurs later;

                  (b) any estate, inheritance, gift, sales, transfer, personal
         property or similar tax, assessment or other governmental charge;

                  (c) any tax, fee, duty, assessment or other governmental
         charge imposed by reason of such Owner's past or present status as a
         personal holding company, foreign personal holding company or
         controlled foreign corporation with respect to the United States or as
         a corporation which accumulates earnings to avoid United States federal
         income tax;


                                     (I-26)
<PAGE>   132
                  (d) any tax, fee, duty, assessment or other governmental
         charge which is payable otherwise than by withholding from payments of
         principal or interest with respect to this Note;

                  (e) any tax, fee, duty, assessment or other governmental
         charge imposed on interest received by anyone who owns (actually or
         constructively) 10% or more of the total combined voting power of all
         classes of stock of the Bank;

                  (f) any tax, fee, duty, assessment or other governmental
         charge required to be withheld by any Paying Agent from any payment of
         principal, premium, if any, or interest with respect to this Note, if
         such payment can be made without such withholding by any other Paying
         Agent with respect to this Note in a western European city;

                  (g) any tax, fee, duty, assessment or other governmental
         charge which would not have been imposed but for the failure to comply
         with certification, information or other reporting requirements
         concerning the nationality, residence, identity or connection with the
         United States of the holder hereof or of such Owner, if such compliance
         is required by statute or by regulation of the United States Treasury
         Department as a precondition to relief or exemption from such tax,
         assessment or other governmental charge; or

                  (h) any combination of items (a), (b), (c), (d), (e), (f) and
         (g);

nor shall Additional Amounts be paid to any holder of this Note on behalf of any
Owner who is a fiduciary or partnership or other than the sole Owner to the
extent a beneficiary or settlor with respect to such fiduciary or a member of
such partnership or Owner would not have been entitled to payment of the
Additional Amounts had such beneficiary, settlor, member or Owner been the sole
Owner of this Note.

                  As used herein, the term "United States Alien" means any
corporation, individual, fiduciary or partnership that for United States federal
income tax purposes is a foreign corporation, nonresident alien individual,
nonresident alien fiduciary of a foreign estate or trust, or foreign partnership
one or more members of which is a foreign corporation, nonresident alien
individual or nonresident alien fiduciary of a foreign estate or trust.


                                     (I-27)
<PAGE>   133
                  If this Note is in bearer form and the Bank shall determine,
based upon a written opinion of independent counsel selected by the Bank, that
any payment made outside the United States by the Bank or any of its Paying
Agents of the full amount of the next scheduled payment of either principal (and
premium, if any) or interest due with respect to this Note would, under any
present or future laws or regulations of the United States affecting taxation or
otherwise, be subject to any certification, information or other reporting
requirements of any kind, the effect of which requirements is the disclosure to
the Bank, any of its Paying Agents or any governmental authority of the
nationality, residence or identity (as distinguished from status as a United
States Alien) of any Owner of this Note who is a United States Alien (other than
such requirements which (i) would not be applicable to a payment made to a
custodian, nominee or other agent of the Owner, or which can be satisfied by
such a custodian, nominee or other agent certifying to the effect that such
Owner is a United States Alien; provided, however, in each case that payment by
such custodian, nominee or agent to such Owner is not otherwise subject to any
requirements referred to in this sentence, (ii) are applicable only to payment
by a custodian, nominee or other agent of the Owner to or on behalf of such
Owner, or (iii) would not be applicable to a payment made by any other paying
agent of the Bank), the Bank shall redeem this Note as a whole but not in part
at a redemption price equal to the principal amount hereof (or, if this is an
Original Issue Discount Note, the Amortized Face Amount (as defined herein)
hereof determined as of the date of redemption), together, if appropriate, with
accrued interest to, but excluding, the date fixed for redemption, such
redemption to take place on such date not later than one year after notice of
such determination has been given as described herein. If the Bank becomes aware
of an event that might give rise to such certification, information or other
reporting requirements, the Bank shall, as soon as practicable, solicit advice
of independent counsel selected by the Bank to establish whether such
certification, information or other reporting requirements will apply and, if
such requirements will, in the written opinion of such counsel, apply, the Bank
shall give prompt notice of such determination (a "Tax Notice") stating in such
notice the effective date of such certification, information or other reporting
requirements and, if applicable, the date by which the redemption shall take
place. Notwithstanding the foregoing, the Bank shall not redeem this Note if the
Bank, based upon the written opinion of independent counsel selected by the
Bank, shall subsequently determine not less than 30 days prior to the date fixed
for redemption that subsequent payments would not be subject to any such
requirements, in which case the Bank shall give prompt notice of such
determination and any earlier redemption notice shall thereby be revoked and of
no further effect.


                                     (I-28)
<PAGE>   134
                  Notwithstanding the foregoing, if and so long as the
certification, information or other reporting requirements referred to in the
preceding paragraph would be fully satisfied by payment of a withholding, backup
withholding tax or similar charge, the Bank may elect prior to giving the Tax
Notice to have the provisions described in this paragraph apply in lieu of the
provisions described in the preceding paragraph, in which case the Tax Notice
shall state the effective date of such certification, information or reporting
requirements and that the Bank has elected to pay Additional Amounts rather than
redeem this Note. In such event, the Bank will also pay as Additional Amounts
such sums as may be necessary so that every net payment made following the
effective date of such certification, information or reporting requirements
outside the United States by the Bank or any of its Paying Agents of principal,
premium, if any, or interest due with respect to this Note to the bearer hereof
who certifies to the effect that the beneficial owners of this Note are United
States Aliens (provided that such certification shall not have the effect of
communicating to the Bank or any of its Paying Agents or any governmental
authority the nationality, residence or identity of such beneficial owners)
after deduction or withholding for or on account of such withholding, backup
withholding tax or similar charge (other than a withholding, backup withholding
tax or similar charge which (i) is imposed as a result of certification,
information or other reporting requirements referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the fact that the Bank or any of its Paying Agents has
actual knowledge that the bearer hereof or any beneficial owner of this Note is
not a United States Alien but is within the category of persons, corporations or
other entities described in clause (a)(i) of the third preceding paragraph, or
(iii) is imposed as a result of presentation of this Note for payment more than
15 days after the date on which such payment becomes due and payable or on which
payment thereof is duly provided for, whichever occurs later), will not be less
than the amount provided for in this Note to be then due and payable. In the
event the Bank elects to pay such Additional Amounts, the Bank will have the
right, at its sole option, at any time, to redeem this Note, as a whole but not
in part, at a redemption price equal to the principal amount hereof (or, if this
is an Original Issue Discount Note, the Amortized Face Amount hereof determined
as of the date of redemption), together, if appropriate, with accrued interest
to the date fixed for redemption including any Additional Amounts required to be
paid under this paragraph. If the Bank has made the determination described in
the preceding paragraph with respect to certification, information or other
reporting requirements applicable to interest only and subsequently makes a
determination in the manner and of the nature referred to in such preceding
paragraph with respect to such requirements applicable to


                                     (I-29)
<PAGE>   135
principal, the Bank will redeem this Note in the manner and on the terms
described in the preceding paragraph (except as provided below), unless the Bank
elects to have the provisions of this paragraph apply rather than the provisions
of the immediately preceding paragraph. If in such circumstances this Note is to
be redeemed, the Bank will be obligated to pay Additional Amounts with respect
to interest, if any, accrued to the date of redemption. If the Bank has made the
determination described in the preceding paragraph and subsequently makes a
determination in the manner and of the nature referred to in such preceding
paragraph that the level of withholding applicable to principal or interest has
been increased, the Bank will redeem this Note in the manner and on the terms
described in the preceding paragraph (except as provided below), unless the Bank
elects to have the provisions of this paragraph apply rather than the provisions
of the immediately preceding paragraph. If in such circumstances this Note is to
be redeemed, the Bank will be obligated to pay Additional Amounts with respect
to the original level of withholding on principal and interest, if any, accrued
to the date of redemption.

                  Whenever in this Note there is mentioned, in any context, the
payment of the principal of, or premium, if any, or interest on, or in respect
of, this Note, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for herein to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Note and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.

                  Except as specifically provided herein or in the Pricing
Supplement, (i) neither the Bank nor any Paying Agent shall be required to make
any payment with respect to any tax, fee, duty, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein; (ii) a Paying Agent on behalf of the Bank shall have the
right, but not the duty, to withhold from any amounts otherwise payable to a
holder of this Note such amount as is necessary for the payment of any such
taxes, fees, duties, assessments or other governmental charges; and (iii) if
such an amount is withheld, the amount payable to the holder of this Note shall
be the amount otherwise payable reduced by the amount so withheld.

                  The Bank may redeem this Note in whole but not in part at any
time at a redemption price equal to the principal amount hereof (or, if this is
an Original Issue Discount Note, the Amortized Face Amount hereof determined as
of the date of redemption), together with


                                     (I-30)
<PAGE>   136
accrued interest to but excluding the date fixed for redemption, if the Bank
shall determine, based upon a written opinion of independent counsel selected by
the Bank, that as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting taxation,
or any change in application or official interpretation of any such laws,
regulations or rulings, which amendment or change is effective on or after the
Original Issue Date, the Bank would be required to pay Additional Amounts on the
occasion of the next payment due with respect to such Note.

                  Notice of intention to redeem this Note, in whole but not in
part, pursuant to the immediately preceding paragraph will be given to the
registered holder of this Note (or, if this Note is in bearer form, to the
bearer of this Note) at least once not less than 30 days nor more than 60 days
prior to the date fixed for redemption, provided that no such notice of
redemption shall be given earlier than 90 days prior to the effective date of
such change or amendment and that at the time notice of such redemption is
given, such obligation to pay such Additional Amounts remains in effect and
cannot be avoided by the Bank's taking reasonable measures available to it. From
and after any redemption date, if monies for the redemption of this Note shall
have been made available for redemption on such redemption date, this Note shall
cease to bear interest (and, if this Note is a definitive bearer note, any
interest coupons appertaining hereto (whether or not attached) maturing after
the redemption date shall become void and no payment shall be made in respect
thereof), and the only right of the holder of this Note shall be to receive
payment of the principal amount hereof (or, if this is an Original Issue
Discount Note, the Amortized Face Amount hereof) and all unpaid interest accrued
to such redemption date.

Events of Default; Acceleration of Maturity

                  Senior Notes. If this Note is a Senior Note, the occurrence of
any of the following events shall constitute an "Event of Default" with respect
to this Note: (i) default in the payment of any interest (including any
Additional Amounts) with respect to this Note when due, which continues for 30
days; (ii) default in the payment of any principal of, or premium, if any, on,
this Note when due; (iii) default in the performance of any covenant or
agreement of the Bank contained in this Note, which continues for 90 days after
written notice (as provided herein) to the Bank and the Global Agent by the
holder hereof, specifying such default or breach and requiring it to be
remedied; (iv) the entry by a court having jurisdiction in the premises of (a) a
decree or order for relief in respect of the Bank in an


                                     (I-31)
<PAGE>   137
involuntary case or proceeding under any applicable United States federal or
state bankruptcy, insolvency, reorganization or other similar law or (b) a
decree or order appointing a conservator, receiver, liquidator, assignee,
trustee, sequestrator or any other similar official of the Bank, or of
substantially all of the property of the Bank, or ordering the winding up or
liquidation of the affairs of the Bank, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect for
a period of 60 consecutive days; or (v) the commencement by the Bank of a
voluntary case or proceeding under any applicable United States federal or state
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated as bankrupt or insolvent, or the consent by the
Bank to the entry of a decree or order for relief in an involuntary case or
proceeding under any applicable United States federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding, or the filing by the Bank of a
petition or answer or consent seeking reorganization or relief under any
applicable United States federal or state bankruptcy, insolvency, reorganization
or similar law, or the consent by the Bank to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Bank or of
substantially all of the property of the Bank, or the making by the Bank of an
assignment for the benefit of creditors, or the taking of corporate action by
the Bank in furtherance of any such action. If an Event of Default shall occur
and be continuing, the holder of this Note may declare the principal amount of,
and accrued interest and premium, if any, on, this Note due and payable
immediately by written notice to the Bank and the Global Agent. Upon such
declaration and notice, such principal amount, accrued interest and premium, if
any, shall become immediately due and payable. Any Event of Default with respect
to this Note may be waived by the holder hereof.

                  Subordinated Notes. If this Note is a Subordinated Note, the
occurrence of any of the following events shall constitute an "Event of Default"
with respect to this Note: (i) the entry by a court having jurisdiction in the
premises of (a) a decree or order for relief in respect of the Bank in an
involuntary case or proceeding under any applicable United States federal or
state bankruptcy, insolvency reorganization or other similar law or (b) a decree
or order appointing a conservator, receiver, liquidator, assignee, trustee,
sequestrator or any other similar official of the Bank, or of substantially all
of the property of the Bank, or ordering the winding up or liquidation of the
affairs of the Bank, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 60
consecutive days; or (ii) the commencement by the Bank of a


                                     (I-32)
<PAGE>   138
voluntary case or proceeding under any applicable United States federal or state
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated as bankrupt or insolvent, or the consent by the
Bank to the entry of a decree or order for relief in an involuntary case or
proceeding under any applicable United States federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding, or the filing by the Bank of a
petition or answer or consent seeking reorganization or relief under any
applicable United States federal or state bankruptcy, insolvency, reorganization
or similar law, or the consent by the Bank to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Bank or of
substantially all of the property of the Bank, or the making by the Bank of an
assignment for the benefit of creditors, or the taking of corporate action by
the Bank in furtherance of any such action. If an Event of Default shall occur
and be continuing, the bearer of this Note may declare the principal amount of,
and accrued interest and premium, if any, on, this Note due and payable
immediately by written notice to the Bank and the Global Agent. Upon such
declaration and notice, such principal amount, accrued interest and premium, if
any, shall become immediately due and payable. Any Event of Default with respect
to this Note may be waived by the bearer hereof. The bearer of this Note, by its
acceptance hereof, agrees that the indebtedness of the Bank evidenced by this
Note, including the principal, premium, if any, and interest (including any
Additional Amounts), is unsecured and subordinate and junior in right of payment
to the Bank's obligations to its depositors, its obligations under banker's
acceptances and letters of credit, and its obligations to its other creditors
(including any obligations to any Federal Reserve Bank and the FDIC), whether
outstanding at the time this Note is issued or thereafter incurred (except any
obligations which by their express terms rank on a parity with or junior to this
Note), in that in the case of any insolvency proceedings, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation or winding up of or
relating to the Bank, whether voluntary or involuntary, all such obligations
(except obligations which rank on a parity with or junior to this Note) shall be
entitled to be paid in full before any payment shall be made on account of the
principal of or interest on this Note. In the event of any such proceeding,
after payment in full of all sums owing with respect to such prior obligations,
the bearer of this Note, together with the holders of any obligations of the
Bank ranking on a parity with this Note, shall be entitled to be paid pro rata
from the remaining assets of the Bank the unpaid principal of, and the unpaid
interest on, this Note or such other obligations before any payment or other
distribution, whether in cash,


                                     (I-33)
<PAGE>   139
property, or otherwise, shall be made on account of any capital stock or any
obligations of the Bank ranking junior to this Note.

                  Notwithstanding any other provisions of this Note, including
specifically those set forth in the sections relating to subordination, Events
of Default and covenants of the Bank, it is expressly understood and agreed that
the OCC or any receiver of the right in the performance of his legal duties, and
as part of any transaction or plan of reorganization or liquidation designed to
protect or further the continued existence of the Bank or the rights of any
parties or agencies with an interest in, or claim against, the Bank or its
assets, to transfer or direct the transfer of the obligations of this Note to
any national banking association, state bank or bank holding company selected by
such official which shall expressly assume the obligation of the due and
punctual payment of the unpaid principal, interest, and premium, if any, on this
Note and the due and punctual performance of all covenants and conditions
hereof; and that the completion of such transfer and assumption shall serve to
supersede and void any default, acceleration or subordination which may have
occurred, or which may occur due or related to such transaction, plan, transfer
or assumption, pursuant to the provisions of this Note, and shall serve to
return the bearer of this Note to the same position, other than for substitution
of the obligor, it would have occupied had no default, acceleration or
subordination occurred; except that any interest and principal previously due,
other than by reason of acceleration, and not paid shall, in the absence of a
contrary agreement by the bearer of this Note, be deemed to be immediately due
and payable as of the date of such transfer and assumption, together with the
interest from its original due date at the rate provided for herein.

                  This Note contains no limitation on the amount of senior debt,
deposits or other obligations that rank senior to this Note that may be
hereafter incurred or assumed by the Bank.

Miscellaneous

                  Notwithstanding anything to the contrary contained herein, if
this Note is identified as an Original Issue Discount Note on the face hereof or
in the Pricing Supplement, the amount payable to the holder of this Note in the
event of redemption, repayment or acceleration of maturity will be equal to (i)
the Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption of this Note (other than as provided above
in the event that Additional Amounts are required to be paid by the Bank with
respect to this Note), the Initial Redemption Percentage specified on the face
hereof or in the Pricing Supplement (as adjusted by the Annual


                                     (I-34)
<PAGE>   140
Redemption Percentage Reduction, if any) minus 100% multiplied by the Issue
Price specified on the face hereof or in the Pricing Supplement, net of any
portion of such Issue Price which has been paid prior to the date of redemption,
or the portion of the Issue Price (or the net amount) proportionate to the
portion of the unpaid principal amount to be redeemed, plus (iii) any accrued
interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of U.S. Treasury
Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the
"Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the Issue
Price plus (ii) the aggregate portions of the original issue discount (the
excess of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price) which shall
theretofore have accrued pursuant to section 1272 of the Code (without regard to
Section 1272(a)(7) of the Code) from the date of issue of this Note to the date
of determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of this Note which has been paid from the date of
issue to the date of determination.

                  As used herein, "Business Day" means, unless otherwise
specified on the face hereof or in the Pricing Supplement, any day (other than a
Saturday or Sunday) on which banking institutions in The City of New York and
London are generally not authorized or obligated by law or executive order to
close. As used herein, "London Business Day" means any day (other than a
Saturday or Sunday) on which commercial banks and foreign exchange markets
settle payments in London.

                  Any action by the holder of this Note shall bind all future
holders of this Note, and of any Note issued in exchange or substitution herefor
or in place hereof, in respect of anything done or permitted by the Bank or by
the Global Agent in pursuance of such action.

                  In case any Note shall at any time become mutilated, defaced,
destroyed, lost or stolen, and such Note or evidence of the loss, theft or
destruction thereof satisfactory to the Bank and the Registrar or London Issuing
Agent, as the case may be, and such other documents or proof as may be required
by the Bank and the Registrar or London Issuing Agent, as the case may be, shall
be delivered to the Registrar or London Issuing Agent, as the case may be, the
Registrar or London Issuing Agent, as the case may be, shall issue a new Note,
of like tenor and principal amount, having a serial number not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Note or
in lieu of the Note destroyed, lost or


                                     (I-35)
<PAGE>   141
stolen but, in the case of any destroyed, lost or stolen Note, only upon receipt
of evidence satisfactory to the Bank and the Registrar or London Issuing Agent,
as the case may be, that such Note was destroyed, stolen or lost, and, if
required, upon receipt of indemnity satisfactory to the Bank. Upon the issuance
of any substituted Note, the Bank may require the payment of a sum sufficient to
cover all expenses and reasonable charges connected with the preparation and
delivery of a new Note. If any Note which has matured or has been redeemed or
repaid or is about to mature or to be redeemed or repaid shall become mutilated,
defaced, destroyed, lost or stolen, the Bank may, instead of issuing a
substitute Note, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Note) upon compliance by
the holder with the provisions of this paragraph.

                  No recourse shall be had for the payment of principal of,
premium, if any, or interest on, this Note for any claim based hereon, or
otherwise in respect hereof, against any shareholder, employee, agent, officer
or director, as such, past, present or future, of the Bank or of any successor
corporation, either directly or through the Bank or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

                  The Notes are issued and to be issued subject to, and with the
benefit of, the provisions of the Agency Agreement. The Notes, and any receipts
or interest coupons appertaining thereto, may be amended by the Bank, and the
Agency Agreement may be amended by the Bank and the Global Agent, (i) for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained therein, (ii) to make any further modifications of
the terms of the Agency Agreement necessary or desirable to allow for the
issuance of any additional Notes (which modifications shall not be materially
adverse to holders of outstanding Notes) or (iii) in any manner which the Bank
(and, in the case of the Agency Agreement, the Global Agent) may deem necessary
or desirable and which shall not materially adversely affect the interests of
the holders of the Notes, or any receipts or interest coupons appertaining
thereto, to all of which each holder of Notes, receipts or interest coupons
shall, by acceptance thereof, be deemed to have consented. In addition, with the
written consent of the holders of at least 66 2/3% of the principal amount of
the Notes to be affected thereby, the Bank and the Global Agent may from time to
time and at any time enter into agreements modifying or amending the Agency
Agreement for the purpose of adding any provisions to or changing in any manner
or eliminating any provisions of the Agency Agreement.


                                     (I-36)
<PAGE>   142
                  No provision of this Note shall alter or impair the obligation
of the Bank, which is absolute and unconditional, to pay principal of, premium,
if any, and interest on, and any Additional Amounts with respect to, this Note
in the Specified Currency indicated on the face hereof (of if no such currency
is designated, as provided herein, in U.S. dollars) at the times, places and
rate herein prescribed.

                  No service charge shall be made to a holder of this Note for
any transfer or exchange of this Note, but the Bank may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.

                  If this Note is in registered form, prior to due presentment
of this Note for registration of transfer, the Bank, the Global Agent, the NY
Paying Agent, the Registrar, the London Paying Agent, the Luxembourg Paying
Agent and the Transfer Agent (collectively, together with any successors
thereto, the "Agents") or any agent of the Bank or the Agents may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Bank, the Agents
nor any such agent shall be affected by notice to the contrary except as
required by applicable law.

                  All notices to the Bank under this Note shall be in writing
and addressed to the Bank at 400 Christiana Road, Newark, Delaware 19713,
Attention: ________________, or to such other address of the Bank as the Bank
may notify the holders of the Notes.


                                     (I-37)
<PAGE>   143
                            OPTION TO ELECT REPAYMENT
                            -------------------------

                  The undersigned hereby irrevocably request(s) and instruct(s)
the Bank to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount hereof to be repaid,
together with accrued and unpaid interest hereon, payable to the date of
repayment, to the undersigned, at
________________________________________________________________.
(Please print or typewrite name and address of the undersigned)

                  For this Note to be repaid, the undersigned must give to the
London Paying Agent, if this Note is in bearer form, at 336 Strand, London WC2R
1HB, England or, if this Note is in registered form, to the NY Paying Agent at
111 Wall Street, New York, New York 10043, or to the London Paying Agent at its
address, as the case may be, or at such other place or places of which the Bank
shall from time to time notify the holders of the Notes, not more than 60 days
nor less than 30 days prior to the date of repayment, this Note (and, if this
Note is in definitive bearer form, all interest coupons appertaining hereto
maturing after the repayment date) with this "Option to Elect Repayment" form
duly completed.

                  If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of US$1,000, or
equivalent denominations in other currencies) which the holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination specified on the face of the within Note) of the Notes
to be issued to the holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid):

US$_____________________________                ______________________________
                                                Signature
                                                NOTICE:  The signature on this
Dated:  __________________________              "Option to Elect Repayment"
                                                form must correspond with the
                                                name as written upon the face
                                                of the within Note in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever.
________________________________
       Signature Guarantee


                                     (I-38)
<PAGE>   144
NOTICE: The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations, and credit
unions with membership in an approved signature guarantee medallion program),
pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.


                                     (I-39)
<PAGE>   145
                            Dated as of July 17, 1997
                            -------------------------

                     MBNA AMERICA BANK, NATIONAL ASSOCIATION
                                    as Issuer



                                      -and-



                       THE FIRST NATIONAL BANK OF CHICAGO,
                                 as Global Agent


                 THE FIRST NATIONAL BANK OF CHICAGO, London Office,

                  as London Paying Agent and London Issuing Agent


                THE FIRST NATIONAL BANK OF CHICAGO, New York Office,

                        as NY Paying Agent and Registrar

                                      -and-

                           BANQUE INDOSUEZ LUXEMBOURG

                   as Luxembourg Paying Agent and Transfer Agent


                              ____________________
                                AGENCY AGREEMENT


                                with respect to a


                            GLOBAL BANK NOTE PROGRAM

                              ____________________
<PAGE>   146
                                TABLE OF CONTENTS
                                -----------------

Section                                                                     Page
-------                                                                     ----

Section 1.  Definitions and Interpretation . . . . . . . . . . . . . . . .   1

Section 2.  Appointment of the Global Agent, the London Issuing Agent, the
              Paying Agents, the Registrar and the Transfer Agent  . . . . . 4

Section 3.  Supply of Notes; Authorized Representatives  . . . . . . . . .   5

Section 4.  Issuance Instructions  . . . . . . . . . . . . . . . . . . . .   5

Section 5.  Issue of Registered Global Notes . . . . . . . . . . . . . . .   6

Section 6.  Issue of Temporary Global Notes  . . . . . . . . . . . . . . .   7

Section 7.  Issue of Permanent Global Notes  . . . . . . . . . . . . . . .   7

Section 8.  Issue of Definitive Bearer Notes . . . . . . . . . . . . . . .   7

Section 9.  Issue of Definitive Registered Notes . . . . . . . . . . . . .   8

Section 10.  Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . .   9

Section 11.  Note Register; Registration, Transfer and Exchange; Persons
               Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 12.  Terms of Issue  . . . . . . . . . . . . . . . . . . . . . . .  11

Section 13.  Payments  . . . . . . . . . . . . . . . . . . . . . . . . . .  12

Section 14.  Determinations and Notifications with respect to Notes  . . .  13

Section 15.  Notice of any Withholding or Deduction  . . . . . . . . . . .  14

Section 16.  Redemption of Notes . . . . . . . . . . . . . . . . . . . . .  14

Section 17.  Repayment of Notes  . . . . . . . . . . . . . . . . . . . . .  15

Section 18.  Notices to Holders  . . . . . . . . . . . . . . . . . . . . .  15

Section 19.  Cancellation of Notes, Receipts, Coupons and Talons . . . . .  16


                                       -i-
<PAGE>   147
Section 20.  Issue of Replacement Notes, Receipts, Coupons and Talons  . .  17

Section 21.  Copies of This Agreement and Each Pricing Supplement
               Available for Inspection  . . . . . . . . . . . . . . . . . .18

Section 22.  Commissions and Expenses  . . . . . . . . . . . . . . . . . .  18

Section 23.  Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . .  18

Section 24.  Repayment by the Global Agent . . . . . . . . . . . . . . . .  19

Section 25.  Conditions of Appointment . . . . . . . . . . . . . . . . . .  19

Section 26.  Communication Between the Parties . . . . . . . . . . . . . .  20

Section 27.  Changes in the Global Agent, the Paying Agents, the
               Registrar, the London Issuing Agent or the Transfer Agent . .20

Section 28.  Merger and Consolidation  . . . . . . . . . . . . . . . . . .  22

Section 29.  Notifications . . . . . . . . . . . . . . . . . . . . . . . .  22

Section 30.  Change of Specified Office  . . . . . . . . . . . . . . . . .  22

Section 31.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

Section 32.  Taxes and Stamp Duties  . . . . . . . . . . . . . . . . . . .  23

Section 33.  Currency Indemnity  . . . . . . . . . . . . . . . . . . . . .  23

Section 34.  Amendments; Meetings of Holders . . . . . . . . . . . . . . .  23

Section 35.  References to Additional Amounts  . . . . . . . . . . . . . .  24

Section 36.  Descriptive Headings  . . . . . . . . . . . . . . . . . . . .  24

Section 37.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .  25

Section 38.  Waiver of Sovereign Immunity  . . . . . . . . . . . . . . . .  25


                                      -ii-
<PAGE>   148
                                    Exhibits

     Form of Registered Global Note                      Exhibit A

     Form of Definitive Registered Note                  Exhibit B

     Form of Temporary Global Note                       Exhibit C

     Form of Permanent Global Note                       Exhibit D

     Form of Definitive Bearer Note                      Exhibit E

     Form of Coupon                                      Exhibit F

     Form of Talon                                       Exhibit G

     Form of Receipt                                     Exhibit H

     Form of Reverse of Note                             Exhibit I


                                      -iii-
<PAGE>   149
     (1)____________________
     (2)


                                      I-iv