-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GMPJIh3nZ8eU6RBhDwtCvG5mow+lN8k00fzeZ+lq/Yncs+dowY1Sc5Qdrg8qUlmF M+IUDFsOn9057NWG4HYdIg== 0001241377-06-000001.txt : 20060104 0001241377-06-000001.hdr.sgml : 20060104 20060104163144 ACCESSION NUMBER: 0001241377-06-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060101 FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LERNER RANDOLPH D CENTRAL INDEX KEY: 0001241377 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10683 FILM NUMBER: 06508201 BUSINESS ADDRESS: STREET 1: C/O MBNA CORP STREET 2: 1100 NORTH KING STREET CITY: WILMINGTON STATE: DE ZIP: 19884 BUSINESS PHONE: 3024320711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MBNA CORP CENTRAL INDEX KEY: 0000870517 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521713008 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 N KING ST STREET 2: C/O MBNA AMERICA BANK NA CITY: WILMINGTON STATE: DE ZIP: 19884 BUSINESS PHONE: 8003626255 MAIL ADDRESS: STREET 1: 1100 NORTH KING STREET CITY: WILMINGTON STATE: DE ZIP: 19884 4 1 edgardoc.xml PRIMARY DOCUMENT X0202 4 2006-01-01 1 0000870517 MBNA CORP KRB 0001241377 LERNER RANDOLPH D 25875 SCIENCE PARK DRIVE 4TH FLOOR BEACHWOOD OH 44122 1 1 0 0 Chairman Common Stock 2006-01-01 4 D 0 170857 D 0 D Common Stock 2006-01-01 4 D 0 86125545 D 0 I By Al Lerner Trust Employee Stock Option (right to buy) 20.58 2006-01-01 4 D 0 120000 D 2013-01-06 Common Stock 120000 0 D 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"). 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). 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. By: John P. Stanton For: Randolph D. Lerner 2006-01-04 EX-24 2 rdl.txt EDGAR SUPPORTING DOCUMENT Exhibit 24 ---------- POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of John W. Scheflen and John P. Stanton, signing singly, as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of MBNA Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Forms 144 in accordance with Rule 144 under the Securities Act of 1933; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, or 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of this 12th day of September, 2002. /s/ Randolph D. Lerner --------------------------------- Randolph D. Lerner -----END PRIVACY-ENHANCED MESSAGE-----