SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HAMMONDS BRUCE L
(Last) (First) (Middle)
1100 NORTH KING STREET
(Street)
WILMINGTON DE 19884-0156
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MBNA CORP [ KRB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/01/2006 D 1,352,048 D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $8.7778 01/01/2006 D 988,980 (3) 04/20/2007 Common Stock 988,980 (2) 0 D
Employee Stock Option (right to buy) $13.9167 01/01/2006 D 750,000 (4) 03/07/2010 Common Stock 750,000 (2) 0 D
Employee Stock Option (right to buy) $14.8889 01/01/2006 D 562,500 07/01/1998 06/30/2008 Common Stock 562,500 (2) 0 D
Employee Stock Option (right to buy) $17.7917 01/01/2006 D 749,998 (5) 05/17/2009 Common Stock 749,998 (2) 0 D
Employee Stock Option (right to buy) $20.58 01/01/2006 D 500,000 (6) 01/06/2013 Common Stock 500,000 (2) 0 D
Employee Stock Option (right to buy) $20.6667 01/01/2006 D 675,000 (7) 10/11/2011 Common Stock 675,000 (2) 0 D
Employee Stock Option (right to buy) $21.7 01/01/2006 D 1,125,000 (8) 02/28/2011 Common Stock 1,125,000 (2) 0 D
Employee Stock Option (right to buy) $24.04 01/01/2006 D 450,000 (7) 05/28/2012 Common Stock 450,000 (2) 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger of issuer into Bank of America Corporation pursuant to the merger agreement between issuer and Bank of America (the "Merger Agreement"). Each share was exchanged for .5009 of a share of Bank of America common stock (having a market value of $46.15 per share) and $4.125 in cash on January 1, 2006, the effective date of the merger of the issuer and Bank of America (the "Merger").
2. These options were assumed by Bank of America in the Merger and replaced by options to purchase Bank of America common stock pursuant to the Merger Agreement. The number of shares subject to each new Bank of America option is equal to the number of shares subject to the assumed MBNA option held immediately prior to the effective date of the Merger multiplied by .5898 (rounded down to the nearest whole share), and the exercise price of each new Bank of America option is equal to the exercise price of the assumed MBNA option divided by .5898 (rounded up to the nearest whole cent).
3. Vested in three equal annual installments beginning January 1, 2000 (the year following the year in which the Company achieved $1 billion in net income after tax).
4. Vested in five equal annual installments beginning December 1, 2000.
5. Vested in five equal annual installments beginning December 1, 1999.
6. This option, which provided for vesting in five equal annual installments beginning December 1, 2003, became fully vested immediately prior to the effective date of the Merger.
7. This option, which provided for vesting in five equal annual installments beginning December 1, 2002, became fully vested immediately prior to the effective date of the Merger.
8. Vested in five equal annual installments beginning December 1, 2001.
By: John P. Stanton For: Bruce L. Hammonds 01/04/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.