MBNA

Report on Employee Ownership

WHEREAS, as a provider of financial services to a broad cross section of Americans, MBNA's business could be endangered by fast-widening economic disparities and growing financial insecurity in America:

• the financial wealth of the richest 1% of U.S. households now exceeds the combined wealth of the bottom 95%;
• the nation's median household financial wealth is less than $15,000. In the event of job loss, the average American family has enough savings to maintain their current standard of living for just 36 days;

WHEREAS, these economic disparities are replicated within MBNA:

• Our company's top five officers collectively exercised more than $59 million in stock options in 1998;
• These five individuals had an additional $367 million in unexercised stock option gains according to the 1999 proxy statement;
• Between 1995 and 1998, between 21% and 30% of new stock option grants were made to the top five officers;

WHEREAS, if half of these realized and unrealized option gains had been divided among the company's 19,000 employees, each employee would have an equity participation of more than $11,200, while still leaving the top five officers with a nest-egg of $231 million;

WHEREAS, participation in equity markets has been a powerful creator of wealth over the last decade. Wealth, more than income, provides security and flexibility. Broadly distributed wealth enhances social stability and improves the financial health of MBNA's business;

WHEREAS, employee ownership firms grow faster, create more jobs, foster more employee wealth, attract and retain higher quality employees, and take a longer-range perspective;

WHEREAS, research confirms that sustained superior corporate performance is a result of shared values within a firm and contributions from across a broad range of employee skills, not from the efforts of a single employee;

WHEREAS, employee ownership is a positive national trend, with 10,000 companies sponsoring employee stock ownership plans and 31% of large firms offering broad-based stock options, up from 13% in 1995;

RESOLVED, that MBNA prepare a report on employee ownership. The report shall provide the following information:

1. the known number of shares and in-the-money stock options owned by the company's executive officers;
2. the known number of shares and in-the-money stock options owned by employees who are not executive officers;
3. an analysis of the benefits derived from concentrating the incentives of ownership narrowly within the firm;
4. any strategies or plans for broadening employee ownership, including for employees outside the United States.

This report shall be prepared at a reasonable cost and may omit confidential information. It should be available to shareholders by September 30, 2000.

SUPPORTING STATEMENT

There is a growing body of evidence that suggests companies with broad employee ownership grow faster, create more jobs and have more satisfied and productive employees, creating benefits for both employees and shareholders. This report will enable shareholders to better understand MBNA's position on employee ownership.

Please vote FOR this resolution.

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