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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K



| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE 
	 ACT OF 1934

For the Fiscal Year Ended December 31, 2001



| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES 
	 EXCHANGE ACT OF 1934

For the transition period
from           to

Commission file number 1-10683

MBNA Corporation

(Exact name of registrant as specified in its
charter)


|                                                                                                                                                            |  |                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|                                                                                                                                                           
|                                                                                                                                                           
|                                                                                                                                                           
|                                                                                                                                                           
|Maryland
	(State or other jurisdiction of
	incorporation or organization)
	1100 North King Street
	Wilmington, DE
	(Address of principal executive offices) |  | 52-1713008
	(I.R.S. Employer Identification No.)
	19884-0131
	(Zip Code)

Registrants telephone number, including area code:
(800) 362-6255

Securities Registered Pursuant to Section 12(b) of the
Act:

|                                                                                                                                       |  |                         
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------
|                                                                                                                                       |  | Name of each exchange on
|Title of each class                                                                                                                    |  | which registered        
|                                                                                                                                       |  |                         
|Common Stock, $.01 par value                                                                                                           |  | New York Stock Exchange 
|7 1/2% Cumulative Preferred Stock,
	Series A                                                                                           |  | New York Stock Exchange 
|Adjustable Rate Cumulative Preferred Stock,
	Series B                                                                                  |  | New York Stock Exchange 
|MBNA Capital A 8.278% Capital Securities,
	Series A, guaranteed by MBNA Corporation to the extent
	described therein                   |  | New York Stock Exchange 
|MBNA Capital B Floating Rate Capital Securities,
	Series B, guaranteed by MBNA Corporation to the extent
	described therein            |  | New York Stock Exchange 
|MBNA Capital C 8.25% Trust Originated Preferred
	Securities, Series C, guaranteed by MBNA Corporation to the
	extent described therein |  | New York Stock Exchange 

Securities Registered Pursuant to Section 12(g) of the
Act: None

Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x  No o

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the
Registrants knowledge, in the definitive proxy or
information statement incorporated by reference in Part III of
this Form 10-K or any amendment to this
Form 10-K. x

As of March 1, 2002, the aggregate market value of the
voting and non-voting common equity held by non-affiliates of
the Registrant calculated by reference to the closing price of
the Registrants common stock as reported on the New York
Stock Exchange was $24,662,545,072. As of March 1, 2002,
there were outstanding 851,781,250 shares of common stock, par
value $.01 per share, which is the only class of
Registrants common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2001 Annual Report to Stockholders for the year
ended December 31, 2001 are incorporated by reference into
Parts I, II and IV. Portions of the definitive Proxy Statement
for the Annual Meeting of Stockholders to be held May 1,
2002 (Definitive Proxy Statement) are incorporated
by reference into Part III.



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TABLE OF CONTENTS



|                                                  |                                                                                               |  |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                           
|                                                  | ITEM 1. BUSINESS                                                                             
|                                                  | ITEM 2. PROPERTIES                                                                           
|                                                  | ITEM 3. LEGAL PROCEEDINGS                                                                    
|                                                  | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|PART II                                          
|                                                  | ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            
|                                                  | ITEM 6. SELECTED FINANCIAL DATA                                                              
|                                                  | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                  | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                                                  | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          
|                                                  | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
|PART III                                         
|                                                  | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                  
|                                                  | ITEM 11. EXECUTIVE COMPENSATION                                                              
|                                                  | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                      
|                                                  | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                      
|PART IV                                          
|                                                  | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                    
|                                                  | SIGNATURES                                                                                   
|Amend. & Restated Trust Agreement dated 3/31/1997
|Amendment No.1 to the Agency Agreement           
|COMPUTATION OF RATIO OF EARNINGS                 
|2001 ANNUAL REPORT TO STOCKHOLDERS               
|SUBSIDIARIES OF THE CORPORATION                  
|CONSENT OF INDEPENDENT AUDITORS                  



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MBNA CORPORATION

2001 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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|           |  |                                                                                        |    | Page
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|PART I    
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|ITEM 1.    |  | Business                                                                               |    |      | 1  | 
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|ITEM 2.    |  | Properties                                                                             |    |      | 14 | 
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|ITEM 3.    |  | Legal Proceedings                                                                      |    |      | 14 | 
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|ITEM 4.    |  | Submission of Matters to a Vote of Security
	Holders                                   |    |      | 15 | 
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|           |  | Executive Officers of the Registrant                                                   |    |      | 15 | 
|PART II   
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|ITEM 5.    |  | Market for the Registrants Common Equity
	and Related Stockholder Matters             |    |      | 17 | 
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|ITEM 6.    |  | Selected Financial Data                                                                |    |      | 17 | 
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|ITEM 7.    |  | Managements Discussion and Analysis of
	Financial Condition and Results of Operations |    |      | 17 | 
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|ITEM 7A.   |  | Quantitative and Qualitative Disclosures about
	Market Risk                            |    |      | 17 | 
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|ITEM 8.    |  | Financial Statements and Supplementary Data                                            |    |      | 17 | 
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|ITEM 9.    |  | Changes in and Disagreements with Accountants on
	Accounting and Financial Disclosure  |    |      | 17 | 
|PART III  
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|ITEM 10.   |  | Directors and Executive Officers of the Registrant                                     |    |      | 17 | 
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|ITEM 11.   |  | Executive Compensation                                                                 |    |      | 18 | 
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|ITEM 12.   |  | Security Ownership of Certain Beneficial Owners
	and Management                        |    |      | 18 | 
|          
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|ITEM 13.   |  | Certain Relationships and Related Transactions                                         |    |      | 18 | 
|PART IV   
|          
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|ITEM 14.   |  | Exhibits, Financial Statement Schedules, and
	Reports on Form 8-K                      |    |      | 18 | 
|          
|          
|          
|          
|Signatures |  |                                                                                        | 22 |     



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PART I




ITEM 1.     BUSINESS

Overview

MBNA Corporation (the Corporation), a registered
bank holding company, was incorporated under the laws of
Maryland on December 6, 1990. It is the parent company of
MBNA America Bank, N.A. (the Bank), a national bank
organized in January 1991 as the successor to a national bank
formed in 1982 and the Corporations principal subsidiary.
The Bank has two wholly owned foreign bank subsidiaries, MBNA
Europe Limited (MBNA Europe) formed in 1993 and
located in the United Kingdom and MBNA Canada Bank (MBNA
Canada) formed in 1997. Through the Bank, the Corporation
is the largest independent credit card lender in the world and
is the leading issuer of endorsed credit cards, marketed
primarily to members of associations and Customers of financial
institutions. In addition to its credit card lending, the
Corporation also makes other consumer loans and offers insurance
and deposit products. The Corporation is also the parent of MBNA
America (Delaware), N.A. (MBNA Delaware), a national
bank which offers home equity loans, aircraft loans and business
card products.

Products and Services

The Corporation reports the following products and services in
one operating segment. See Note V: Segment Reporting
on page 80 of the 2001 Annual Report to Stockholders, which is
incorporated herein by reference.

Credit Cards

The Corporation offers two general types of credit cards,
premium and standard, issued under either the MasterCard®
or Visa® name.* The Corporation markets standard and
premium cards to new Customers and it markets premium cards to
qualifying standard card Customers. Premium cards include Gold,
Platinum Plus and Quantum cards. Premium card usage and average
account balances are generally higher than those of standard
card Customers. The Corporation also offers business card
products through MBNA Delaware.

Other Consumer Loans

The Corporations other consumer loan products include
unsecured lines of credit accessed by check or electronically
with either fixed monthly payments or minimum payments similar
to credit card accounts. These products are used by Customers
primarily for large purchases or consolidation of other consumer
debt. The Bank markets these products to customers of retailers,
to the Banks existing credit card Customers and to others.

The Corporation also offers home equity loans and aircraft loans
to individuals through MBNA Delaware.

Deposits

The Corporation offers money market deposit accounts and
certificates of deposit through the Bank. Money market deposit
accounts provide Customers with liquidity and convenience of
service, as well as insurance up to $100,000 per depositor by
the Federal Deposit Insurance Corporation (FDIC).
Certificates of deposit are traditional fixed term investments
with maturities that typically range from six to sixty months,
and are insured by the FDIC up to $100,000. Deposit products are
offered to members of the Corporations endorsing
associations, to existing credit card Customers and to others.





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|  |                                                                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | MasterCard® is a federally registered servicemark of
        MasterCard International Inc.; Visa® is a federally
        registered servicemark of Visa U.S.A., Inc.

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Insurance

The Corporation markets credit related life and disability
insurance and offers debt cancellation products to credit card
Customers of the Bank, and markets credit insurance to Customers
of MBNA Europe and MBNA Canada. It also markets automobile,
annuity and life and health insurance products to Customers
through MBNA Insurance Agency, Inc., a subsidiary of the Bank.

Internet

The Corporation offers several internet based products and
services, including real time online account access, credit
card, consumer loan and deposit online applications, and online
shopping and security features.

Marketing

The Corporation directs its marketing efforts primarily to
members of endorsing groups, to customers of financial
institutions, and to targeted lists of people with a strong
common interest. The Corporation is the recognized leader in
affinity marketing, with endorsements from thousands of
membership organizations and financial institutions.

Credit cards issued to affinity group members or financial
institution customers usually carry custom graphics and the name
and logo of the endorsing organization. The Corporation develops
a customized marketing program for each endorsing organization
or financial institution. In addition to servicing the credit
cards, the Corporation offers economic incentives to the
endorsing groups and financial institutions.

The Corporations marketing approach includes created
personal interest and regional affinity programs for people with
strong common interests but without a specific group
affiliation. Personal interest programs are offered through
purchased targeted lists.

The Corporation also offers co-branded cards through
relationships with commercial firms, including professional
sports teams. These programs typically include incentives for
Customers to purchase services or merchandise from the
co-branding firm. The Corporation also offers unsecured loan
accounts, which are lines of credit with fixed monthly payment
amounts, to finance purchases through certain retailers or
service providers.

The Corporation primarily uses direct mail, telemarketing,
person-to-person and internet marketing to market its credit
cards and other products. Thousands of different marketing
campaigns are developed each year, generating millions of direct
mail pieces designed to add accounts and stimulate use. The
Corporation customizes its marketing approach for each program.
The Corporations in-house advertising agency designs
custom graphics for credit cards and prepares direct mail
programs and advertisements. The Corporation conducts internet
marketing through a combination of banner, e-mail and search
engine advertisements. In addition, the Corporations
marketing activities include efforts to retain profitable
accounts and programs designed to activate new accounts and
stimulate usage of existing accounts, primarily through balance
transfer programs.

The Corporation conducts marketing activities in the United
States through MBNA Marketing Systems, Inc., a subsidiary of the
Bank. The Corporation markets credit cards and other consumer
loans in the United Kingdom and Ireland through MBNA Europe and
in Canada through MBNA Canada.

The Corporation selectively purchases credit card and other
consumer loan portfolios from other financial institutions.
Generally, the Corporation purchases portfolios when it can also
obtain endorsements from the seller for an ongoing program or
from third parties. See Loan Receivables on pages 34
through 38 of the 2001 Annual Report to Stockholders, which is
incorporated herein by reference, for the amount of the
Corporations portfolio purchases.

MBNA Marketing Systems, Inc. has regional offices in Maine,
Ohio, Texas, Maryland, Florida, Georgia, New Jersey, California
and New York. MBNA Europe has its headquarters in Chester,
England and sales and marketing offices in London, England and
Dublin, Ireland. MBNA Canada has its headquarters in Gloucester,
Ontario and a sales and marketing office in Montreal, Quebec.
These regional offices assist the Corporation to

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MBNA Marketing Systems, Inc. has 19 telemarketing facilities in
11 states. As of December 31, 2001, it employed
approximately 4,200 people in telemarketing, the majority of
whom worked part-time. The telemarketing organization generates
new accounts by calling prospects obtained from membership or
customer lists of endorsing organizations and other prospect
lists.

Credit

The credit risk of lending to each applicant is evaluated
through the combination of human judgment and the application of
various credit scoring models and other statistical techniques.
The scoring models and other statistical techniques use the
information available in the applicants application and
credit report. This information provides a general indication of
the applicants willingness and ability to repay. Models
for credit scoring are developed and modified using statistics
to evaluate common applicant characteristics and their
correlation to credit risk. Periodically, the scoring models are
validated and, if necessary, realigned to maintain their
predictability.

Generally, a credit analyst decides whether or not to approve an
account, although certain applications are declined through an
automated decisioning process. Credit applications that are
ultimately approved are generally reviewed by a credit analyst.
A limited number of applications from Customers who already have
an account with the Corporation are approved through an
automated system based on the Customers favorable credit
history with the Corporation. Also, credit applications for
certain of the Corporations loan accounts are decisioned
through an automated system in order to provide instant
financing for Customers purchases with retailers or
service providers. Credit analysts are encouraged to call
applicants when they feel additional information, such as an
explanation of delinquencies or debt levels, may assist the
analyst in making the appropriate credit decision. The credit
analyst approves applications and assigns credit lines based
upon an assessment of the applicants current and projected
capacity to repay, and willingness to repay debt. Important
factors in performing this assessment include income,
debt-to-income levels, residence and employment stability, rate
at which new credit is being acquired and the manner in which
the applicant has handled the repayment of previously granted
credit. An applicant who has favorable capacity and history
characteristics is more likely to be approved and to receive a
relatively higher credit line assignment. Favorable
characteristics include low debt-to-income levels, a long
history of steady employment, and little or no history of
delinquent payments on other debt.

Once the credit analyst makes a decision, further levels of
review are automatically triggered based on an analysis of the
risk of each decision. This analysis is derived from previous
experiential data and makes use of credit scores and other
statistical techniques. Credit analysts also review applications
obtained through pre-approved offers to ensure adherence to
credit standards and assign an appropriate credit limit as an
additional approach to managing credit risk. Credit lines for
existing Customers are regularly reviewed for credit line
increases, and when appropriate, credit line decreases. The
Corporations Loan Review Department independently reviews
selected applications to ensure quality and consistency. Less
than half of the credit applications received by the Corporation
in 2001 were approved.

Prior to acquiring a portfolio, the Corporation reviews the
historical performance and seasoning of the portfolio (including
the portfolios delinquency and loss characteristics,
average balances, attrition rates and collections performance)
and reviews the account management and underwriting policies and
procedures of the entity selling the portfolio. Accounts that
have been purchased by the Corporation were originally opened
using criteria established by institutions other than the
Corporation and may not have been subject to the same level of
credit review as accounts established by the Corporation. Once
these accounts have been purchased and transferred to the
Corporation for servicing, they are managed in accordance with
the same policies and procedures as accounts originated by the
Corporation.

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Risk Control

The Corporation manages risk at the Customer level through
sophisticated analytical techniques combined with regular
judgmental review. Transactions are evaluated at the point of
sale, where risk levels are balanced with profitability and
Customer satisfaction. Additionally, Customers showing signs of
financial stress are periodically reviewed, a process which
includes an examination of the Customers credit file and
many times a phone call for clarification of the situation. As a
result of these reviews the Corporation may block and/or reduce
credit lines on certain accounts and increase the annual
percentage rates on certain accounts (after giving the Customer
an opportunity to reject the rate increase).

A balanced approach is also used when stimulating portfolio
growth. Risk levels are measured through statistical models that
incorporate payment behavior, employment information, and
transaction activity. Credit bureau scores and attributes are
obtained and combined with internal information to allow the
Corporation to increase credit lines and promote account usage
while balancing additional risk.

The Corporation utilizes technology, including a neural network
and expert systems, to detect and prevent fraud at its earliest
stages. It also employs authorization strategies to control
fraud losses.

Collection (Customer Assistance)

The Corporations collection (Customer Assistance)
philosophy, based on a persistent yet professional approach, is
to work with each past due Customer at an early stage of
delinquency. The Corporation employs several computerized
systems to assist in the collection of past due accounts. These
systems analyze each Customers purchase and repayment
habits, and select accounts for initial contact with the
objective of contacting the highest risk accounts first.
Customers who are experiencing significant financial problems
and who may consider filing for bankruptcy are referred to
specialists who offer alternatives to bankruptcy, including debt
counseling, reduced interest rates and fixed payment
arrangements.

Accounts are worked continually, by market sector, at each stage
of delinquency. The Corporations policy is to charge off
open-end delinquent retail loans by the end of the month in
which the account becomes 180 days contractually past due,
closed-end delinquent retail loans by the end of the month in
which they become 120 days contractually past due and
bankrupt accounts within 60 days of receiving notification
from the bankruptcy courts. The Corporation charges off deceased
accounts when the loss is determined. As an account enters the
final delinquency level, it is classified as a potential
charge-off. Accounts failing to make a payment within the above
timeframes are written off. Managers may defer charge-off of an
account for another month, pending continued payment activity or
other special circumstances. Senior manager approval is required
on all exceptions to charge-off. If an account has been
charged-off, it may be sold to a third party vendor or retained
by the Corporation for collection.

A Customer account may be reaged to remove existing delinquency.
Generally, to qualify for reaging, the account must have been
open for at least one year and cannot have been reaged during
the preceding 365 days. An account may not be reaged more
than two times in a five year period. To qualify for reaging the
Customer must also have made payments equal to a total of three
minimum payments in the last 90 days, including one full
minimum payment during the last 30 days. All account reages
are approved by a manager. Collection reages are reviewed by the
Loan Review Department.

In February 1999, the Federal Financial Institutions
Examinations Council (FFIEC) revised its policy on
the classification of consumer loans. The revised policy
established uniform guidelines for the charge-off of loans to
delinquent, bankrupt, and deceased borrowers, for charge-off of
fraudulent accounts, and for re-aging delinquent accounts. The
Corporation implemented the FFIEC guidelines in December 2000 by
accelerating the charge off of some delinquent loans. The
one-time FFIEC adjustment did not have a material impact on the
Corporations consolidated statement of income for the year
ended December 31, 2000. See Loan Quality on
pages 41 through 44 of the 2001 Annual Report to Stockholders,
which is incorporated herein by reference, for a discussion of
the impact of the FFIEC changes.

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Operations

Account processing services performed by MBNA Technology, Inc.
(MBNA Technology), a wholly-owned subsidiary of the
Bank, include data processing, payment processing, statement
rendering, card production and network services. MBNA
Technologys data network provides an interface to
MasterCard and Visa for performing authorizations and settlement
funds transfers. Most data processing and network functions are
performed at MBNA Technologys facilities in Dallas, Texas,
and Newark, Delaware. MBNA Technology generates and mails to
Customers monthly statements summarizing account activity and
processes Customer payments. Account processing services for the
Corporations business card products are provided by a
third party vendor.

Technology

The Corporation uses sophisticated systems and technology in all
aspects of its business operations to enhance Customer service
and improve efficiency. These systems include marketing
databases, advanced telecommunications networks to support
Customer service and telemarketing, a credit decisioning system
which processes credit card applications with on-line credit
bureaus to support credit, neural networks to identify and
prevent fraud, and selective statement insertion for customizing
communications with Customers. These systems enable the
Corporation to implement customized marketing and service
strategies for endorsed organizations. The Corporation relies
primarily on internal development of technology solutions to
ensure the flexibility, quality and responsiveness of computer
and telecommunication systems needed in its business.

Terms and Conditions

Each Customer and the Corporation enter into an agreement which
governs the terms and conditions of the Customers account.
The Corporation reserves the right to add or change any terms,
conditions, services or features of its accounts at any time,
including increasing or decreasing periodic finance charges,
other charges or minimum payment terms. The agreement with each
Customer provides that the Corporation may apply such changes,
when applicable, to current outstanding balances as well as to
future transactions. The Customer can avoid a rate increase by
notice to the Corporation and by not using the account.

A Customer may use an account for purchases and cash advances.
Periodic finance charges are calculated monthly by multiplying
the applicable average daily balances on the account by the
applicable daily periodic rates and by the number of days in the
billing cycle.

Generally, finance charges are calculated on purchases from the
date of the purchase or the first day of the billing cycle in
which the purchase posts to the account, whichever is later, and
with respect to credit card accounts are not assessed in most
circumstances on new purchases if all balances shown in the
previous billing statement are paid in full by the payment due
date, which is generally one day before the next billing date.
Generally, finance charges on credit card accounts are not
assessed on previous purchases if all balances shown on the two
previous billing statements are paid by their respective due
dates. Finance charges on cash advances are calculated from the
date of the transaction.

Generally, credit card Customers are required to make a minimum
monthly payment equal to the lesser of 2.25% of the outstanding
balance on the account or the sum of finance charges and fees
assessed that month plus $15. The Corporations unsecured
loan accounts are reusable lines of credit with a fixed monthly
payment amount. Customers take advances on the lines of credit
and repay the advances over a fixed term with a fixed monthly
payment amount.

The Corporation offers fixed and variable rates on accounts and
also offers temporary promotional rates. Variable rates are
offered at a percentage rate tied to the U.S. prime rate
published in The Wall Street Journal and are adjusted, if
applicable, quarterly. At December 31, 2001, variable rate
loans made up 4.5% of the Corporations total managed loans.

The Corporation assesses an annual fee on some Customer
accounts. Annual fees may be waived or rebated. The Corporation
assesses cash advance transaction and certain purchase
transaction fees, and late,

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International

The Corporations international activities are primarily
performed through the Banks two foreign bank subsidiaries,
MBNA Europe and MBNA Canada. The Corporation has been marketing
credit card products through MBNA Europe since 1993 and credit
card products through MBNA Canada since 1998. MBNA Europe and
MBNA Canada also offer other consumer loan products and MBNA
Europe offers deposit products. The Corporation uses
substantially the same business strategy and operating methods
in its international activities as it does in the United States.
Although MBNA Europe relies on third party vendors for some
processing functions, it uses substantially the same systems as
are used in the United States. See Note U: Foreign
Activities on page 79 of the 2001 Annual Report to
Stockholders, which is incorporated herein by reference, for
certain financial information on the Corporations
international activities.

Regulatory Matters

General

As a bank holding company, the Corporation is subject to
regulation under the Bank Holding Company Act of 1956 (the
BHCA) and to the BHCAs examination and
reporting requirements. Under the BHCA, bank holding companies
may not directly or indirectly acquire the ownership or control
of more than five percent of the voting shares or substantially
all of the assets of any company, including a bank, without the
prior approval of the Board of Governors of the Federal Reserve
System (the Federal Reserve Board). In addition,
bank holding companies generally are prohibited under the BHCA
from engaging in non-banking activities, subject to certain
exceptions. The Gramm-Leach-Bliley Act, enacted in 1999 and
discussed below, broadened the range of permissible activities.

The earnings of the Bank and the Corporation are affected by
general economic conditions, monetary policies and the actions
of various regulatory authorities, including the Federal Reserve
Board, the Federal Deposit Insurance Corporation (the
FDIC) and the Office of the Comptroller of the
Currency (the OCC). In addition, there are numerous
governmental requirements and regulations which affect the
activities of the Corporation.

The Bank and MBNA Delaware are subject to supervision and
examination by the OCC, the banks primary regulator. The
Bank and MBNA Delaware are insured by, and therefore also are
subject to the regulations of, the FDIC and are also subject to
requirements and restrictions under federal and state law,
including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be
granted and the interest that may be charged thereon, and
limitations on the types of investments that may be made and the
types of services that may be offered.

MBNA Europe is subject to regulation and supervision by the
Financial Services Authority, the Federal Reserve Board and the
OCC. MBNA Canada is subject to regulation and supervision by the
Office of the Superintendent of Financial Institutions, the
Canadian Deposit Insurance Corporation, the Federal Reserve
Board and the OCC.

Dividends

The principal source of funds to the Corporation to pay
dividends, interest and principal on debt securities and to meet
other obligations is dividends from the Bank. The Bank and MBNA
Delaware are subject to limitations on the dividends they may
pay to the Corporation. The Corporation may also be subject to
limitations on the payment of dividends to stockholders. See
Dividend Limitations on pages 45 and 46 of the 2001
Annual Report to Stockholders, which is incorporated herein by
reference. In addition, the Corporation, the Bank and MBNA
Delaware are subject to various regulatory policies and
requirements relating to the payment of dividends, including
requirements to maintain capital above regulatory minimums. The
appropriate federal regulatory authority is authorized to
determine under certain circumstances relating to

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Borrowings by the Corporation

There are various legal restrictions on the extent to which the
Corporation may borrow or otherwise obtain credit from, sell
assets to, or engage in certain other transactions with, the
Bank and MBNA Delaware, the Corporations US bank
subsidiaries. In general, these restrictions require that any
such extensions of credit must be secured by designated amounts
of specified collateral and the aggregate of such transactions
are limited, as to any one of the Corporation or its non-bank
subsidiaries, to 10 percent of the US banking
subsidiarys capital stock and surplus, and as to the
Corporation and all such non-bank subsidiaries in the aggregate,
to 20 percent of the US banking subsidiarys capital
stock and surplus.

Extensions of credit and other transactions between one of the
Corporations US banking subsidiaries on the one hand, and
the Corporation or one of its non-bank subsidiaries, on the
other, must be on terms and under circumstances, including
credit standards, that are substantially the same or at least as
favorable to the Corporations US banking subsidiary as
those prevailing at the time for comparable transactions between
the Corporations US banking subsidiary and non-affiliated
companies.

Capital Requirements

The Corporation is subject to risk-based capital guidelines
adopted by the Federal Reserve Board for bank holding companies.
The Bank and MBNA Delaware are subject to similar capital
requirements adopted by the OCC. The guidelines require a
minimum ratio of total capital to risk-weighted assets
(including certain off-balance sheet items, such as interest
rate swaps) of 8%. At least half of the total capital may be
comprised of common stockholders equity, non-cumulative
perpetual preferred stock and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other
intangible assets (Tier 1 risk-based capital). The
remainder (Total risk-based capital) may consist of
mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock and a limited amount of
reserves for possible credit losses. In addition, the Federal
Reserve Board has adopted a minimum leverage ratio (Tier 1
risk-based capital to average total assets less goodwill and
certain other intangible assets) of 3% for bank holding
companies that have the agencys highest supervisory rating
or have implemented the Federal Reserves market risk
capital measure, and 4% for all other bank holding companies.
See Table 8: Regulatory Capital Ratios on page 44
and Capital Adequacy on pages 44 and 45 of the 2001
Annual Report to Stockholders, which is incorporated herein by
reference. Bank holding companies and banks may be subject to
higher risk-based and leverage capital ratios depending on other
specific factors, such as interest rate risk, concentrations of
credit risk, and the conduct of non-traditional activities.

The US federal bank regulatory agencies risk-capital
guidelines are based upon the 1988 capital accord of the Basel
Committee on Banking Supervision (the BIS). The BIS
is a committee of central banks and bank supervisors/regulators
from the major industrialized countries that develops broad
policy guidelines that each countrys supervisors can use
to determine the supervisory policies they apply. In January
2001 the BIS released a proposal to replace the 1988 capital
accord with a new capital accord that would set capital
requirements for operational risk and refine the existing
capital requirements for credit risk and market risk exposures.
Operational risk is defined to mean the risk of direct or
indirect loss resulting from inadequate or failed internal
processes, people and systems or from external events. The 1988
capital accord does not include separate capital requirements
for operational risk. The BIS has stated that its objective is
to complete a new capital accord in 2002 and for member
countries to implement the new accord in 2005. The ultimate
timing for a new accord, and the specifics of capital
assessments for addressing operational risk, are uncertain.
However, the Corporation expects that a new capital accord
addressing operational risk will eventually be adopted by the
BIS and implemented by the US federal bank regulatory agencies.
The new capital

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Corporation Support of Bank

Under the National Bank Act, if the capital stock of a national
bank is impaired by losses or otherwise, the OCC is authorized
to require payment of the deficiency by assessment upon the
banks stockholders and, if any such assessment is not
paid, to sell the stock to make good the deficiency. Under
Federal Reserve Board policy, the Corporation is expected to act
as a source of financial strength to the Bank and to commit
resources to support it. Any capital loans by the Corporation to
the Bank are subordinate in right of payment to deposits and to
certain other indebtedness of the Bank.

FDICIA and FDIC Insurance

The Federal Deposit Insurance Corporation Improvement Act of
1991 (FDICIA) provided increased funding for the
Bank Insurance Fund (BIF) of the FDIC and provided
for expanded regulation of banks and bank holding companies. The
regulation includes expanded federal banking agency examinations
and increased powers of federal banking agencies to take
corrective action to resolve the problems of insured depository
institutions with capital deficiencies. These powers vary
depending on which of several levels of capitalization a
particular institution meets.

FDIC regulations adopted under FDICIA prohibit a bank from
accepting brokered deposits unless (i) it is well
capitalized or (ii) it is adequately capitalized and
receives a waiver from the FDIC. A bank that is adequately
capitalized and that accepts brokered deposits under a waiver
from the FDIC may not pay an interest rate on any deposit in
excess of 75 basis points over certain prevailing market rates;
there are no such restrictions on a bank that is well
capitalized. As of December 31, 2001 the Bank met the
FDICs definition of a well capitalized institution for
purposes of accepting brokered deposits. For the purposes of the
brokered deposit rules, a bank is defined to be well
capitalized if it maintains a ratio of Tier 1 risk-based
capital to risk-adjusted assets of at least 6%, a ratio of total
risk-based capital to risk-weighted assets of at least 10% and a
leverage ratio of at least 5% and is not subject to any order,
direction or written agreement to maintain specific capital
levels. Under the regulatory definition of brokered deposits, as
of December 31, 2001, the Bank had brokered deposits of
$7.0 billion.

The Bank and MBNA Delaware are subject to FDIC deposit insurance
assessments for the BIF. Each financial institution is assigned
to one of three capital groups  well capitalized,
adequately capitalized or undercapitalized  and further
assigned to one of three subgroups within a capital group, on
the basis of supervisory evaluations by the institutions
primary federal and, if applicable, state supervisors and other
information relevant to the institutions financial
condition and the risk posed to the applicable insurance fund.
The assessment rate applicable to the Bank and MBNA Delaware in
the future will depend in part upon the risk assessment
classification assigned by the FDIC and in part on the BIF
assessment schedule adopted by the FDIC. FDIC regulations
currently provide that premiums related to deposits assessed by
the BIF are to be assessed at a rate of between 0 cents and 27
cents per $100 of deposits.

Because of favorable loss experience and a healthy reserve ratio
in the BIF, well capitalized and well managed banks, including
the Corporations US bank subsidiaries, have in recent
years paid no premiums for FDIC insurance. A number of factors
suggest that as early as the second half of 2002, even well
capitalized and well managed banks will be required to pay
premiums on deposit insurance. The amount of any such premiums
will depend on the outcome of legislative and regulatory
initiatives as well as the BIF loss experience and other factors.

The Deposit Insurance Funds Act of 1996 (DIFA) also
separated the Financing Corporation (FICO)
assessment to service the interest on its bond obligations from
the BIF and the Savings Association Insurance Fund assessments.
The amount assessed on individual institutions by the FICO will
be in addition to the amount, if any, paid for deposit insurance
according to the FDICs risk-related assessment rate
schedules. FICO assessment rates may be adjusted quarterly to
reflect a change in assessment base for the BIF. The current
FICO annual assessment rate is 1.76 cents per $100 of deposits.

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Regulation of the Credit Card and Other
Consumer Lending Businesses

The relationship between the Corporation and its Customers is
extensively regulated by federal and state consumer protection
laws. The Truth in Lending Act requires consumer lenders to make
certain disclosures along with their applications (for credit
card accounts) and solicitations, upon opening an account and
with each periodic statement. The Act also imposes certain
substantive requirements and restrictions on lenders and
provides Customers with certain rights to dispute unauthorized
charges and to have their billing errors corrected promptly.
Customers are also given the right to have their payments
promptly credited to their accounts.

The Equal Credit Opportunity Act prohibits lenders from
discriminating in extending credit on certain criteria such as
an applicants sex, race and marital status. In order to
protect borrowers from such discrimination, the Act requires
that lenders disclose the reasons they took adverse action
against an applicant or a Customer.

The Fair Credit Reporting Act generally regulates credit
reporting agencies, but also imposes some duties on lenders as
users of consumer credit reports. For instance, the Act
prohibits the use of a consumer credit report by a lender except
in connection with a proposed business transaction with the
consumer. The Act also requires that lenders notify consumers
when the lenders take adverse action based upon information
obtained from credit reporting agencies.

The federal regulators are authorized to impose penalties for
violations of these statutes and, in certain cases, to order the
Corporation to pay restitution to injured Customers. Customers
may bring actions for damages for certain violations. In
addition, a Customer may be entitled to assert a violation of
these consumer protection laws by way of set-off against the
Customers obligation to pay the outstanding loan balance.

The National Bank Act, which governs the activities of national
banks, authorizes national banks to use various alternative
interest rates when they make loans, including the highest
interest rate authorized for state chartered lenders located in
the state where the national bank is located. This ability to
export rates, as provided for in the Act, is relied
upon by the Bank and MBNA Delaware to charge Customers the
interest rates and fees permitted by Delaware law regardless of
an inconsistent law of the state in which the Customer is
located, thereby facilitating the Banks and MBNA
Delawares nationwide lending activities.

The National Bank Act also permits the banks to provide debt
cancellation and debt suspension products to their loan
customers. The OCC has proposed new regulations governing the
offering of debt cancellation contracts by national banks,
including new requirements to provide written disclosures to
consumers and obtain consumers signatures prior to
enrollment. These regulations, if adopted, could restrict the
manner in which the Corporation offers these products.

Interstate Banking

The Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 permits bank holding companies, with Federal Reserve
Board approval, to acquire banks located in states other than
the holding companys home state, generally without regard
to whether the transaction is prohibited under state law. In
addition national and state banks with different home states are
permitted to merge across state lines, with approval of the
appropriate federal banking agency, unless the home state of a
participating bank passed legislation that expressly prohibits
interstate bank mergers.

Insurance

Section 92 of the National Bank Act authorizes the Bank to
engage in the business of insurance as an agency from a place of
less than 5,000 people. In order to conduct an agency business
the Bank must obtain licensing approval in each state in which
it intends to operate and is subject to state regulation on
agency and agent licensing, disclosure requirements, policy
delivery and other matters. State requirements which are so
burdensome or onerous as to significantly interfere with the
exercise by a national bank of the powers granted to it under
Section 92 are preempted, subject to certain exemptions. In
addition, as discussed below, the Gramm-Leach-Bliley Act allows
qualifying financial holding companies to engage in insurance
agency and

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Financial Modernization Legislation: The
Gramm-Leach-Bliley Act

The Gramm-Leach-Bliley Act:



| |   |                                                                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | allows bank holding companies meeting management, capital and
	Community Reinvestment Act standards to engage in a
	substantially broader range of nonbanking activities than are
	otherwise permissible, including insurance underwriting and
	agency, underwriting and dealing in securities, and making
	merchant banking investments in commercial companies;
|
| |  | allows insurers and other financial services companies to
	acquire banks;                                                                                                                                                                                                                                                                                        
|
| |  | removed various restrictions that previously applied to bank
	holding company ownership of securities firms and mutual fund
	advisory companies; and                                                                                                                                                                                                             
|
| |  | establishes the overall regulatory structure applicable to bank
	holding companies that also engage in insurance and securities
	operations.                                                                                                                                                                                                                     

In order for a bank holding company to engage in the broader
range of activities that are permitted by the Gramm-Leach-Bliley
Act, all of its depository institutions must be well capitalized
and well managed and it must file a declaration with the Federal
Reserve Board that it elects to be a financial holding
company. In addition, to commence any new activity
permitted by the Gramm-Leach-Bliley Act and to acquire any
company engaged in any new activity permitted by the
Gramm-Leach-Bliley Act, each insured depository institution of
the financial holding company must have received at least a
satisfactory rating in its most recent examination
under the Community Reinvestment Act.

The Gramm-Leach-Bliley Act also allows a national bank to own a
financial subsidiary engaged in certain of the nonbanking
activities authorized for financial holding companies. The
national bank must meet certain requirements, including that it
and all of its depository institution affiliates be well
capitalized and well managed. Also, to commence any new activity
or acquire any company engaged in any new activity, the national
bank must have at least a satisfactory Community
Reinvestment Act examination rating. In addition, it must obtain
approval of the OCC.

Privacy

The Gramm-Leach-Bliley Act also modified laws related to
financial privacy. The new financial privacy provisions
generally prohibit a financial institution, including the
Corporation, from disclosing nonpublic personal financial
information about consumers to third parties unless consumers
have the opportunity to opt out of the disclosure. A
financial institution is also required to provide its privacy
policy annually to its customers. The Gramm-Leach-Bliley Act
permits states to adopt more restrictive privacy laws. A number
of state legislatures have adopted privacy laws, including laws
prohibiting sharing of customer information without the
customers prior permission, and other state legislatures
are considering similar laws. These laws may make it more
difficult for the Corporation to share Customer information with
its marketing partners, reduce the effectiveness of marketing
programs, and increase the cost of marketing programs.

Telemarketing Regulation

The Federal Telemarketing Consumer Protection Act, among other
provisions, requires telemarketers to restrict calling to
certain hours of the day and maintain a list of individuals who
have requested that their names be included on a
do-not-call list. The Federal Trade Commission is
currently considering regulations that could further restrict
telemarketing. Over the past few years, various states have
passed, or are considering, similar legislation requiring banks
to maintain do-not-call lists separate from the
federally required lists and providing sanctions for
non-compliance.

USA Patriot Act

On October 26, 2001, the President signed into law
comprehensive anti-terrorism legislation known as the USA
Patriot Act. Title III of the USA Patriot Act requires financial
institutions, including the Corporations

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International Regulation

As with banking and consumer credit regulation in the United
States, the Corporations international businesses are
subject to extensive regulation.

MBNA Europe

In the United Kingdom, MBNA Europe is regulated by various
agencies with broad investigatory, supervisory and enforcement
powers. MBNA Europes primary regulator in the United
Kingdom is the Financial Services Authority (FSA).
The FSAs primary tools of supervision are the S.39 review,
carried out by reporting accountants, usually the external
auditors, and covering a topic chosen by the FSA (usually in
consultation with the banks management), and the risk
based supervision methodology known as RATE, or Risk
Assessment, Tools of supervision and Evaluation.

In order to establish the FSA as the single statutory body for
financial business, the United Kingdom has enacted Financial
Services and Markets Act 2000 (FSMA). Once fully
implemented, the FSMA will give the FSA its legal and regulatory
powers and establish its framework of control, including with
respect to the conduct of senior management and MBNA
Europes business practices.

Other regulatory bodies in the United Kingdom are: the
Information Commissioner, formerly the Data Protection
Commissioner, which enforces the provisions of, and oversees
compliance with, data protection legislation; The Office of Fair
Trading, which enforces the substantive provisions of consumer
credit legislation and regulates fair trade and competition; and
Oftel (the Office of Telecommunication) which oversees
compliance with telecommunications licensing rules and
regulations.

MBNA Europes business is subject to numerous laws and
regulations. The UK Consumer Credit Act 1974 requires lenders of
consumer credit to have a Consumer Credit Licence. The Act
governs the procedures for entering into credit card agreements,
the provision of information to customers and the termination of
agreements and imposes joint and several liability on the credit
card issuer and the merchant for breach of contract or
misrepresentation in connection with goods and services
purchased with a credit card.

The Irish Consumer Credit Act 1995 governs the account opening
process and provision of information in Ireland.

The UK Data Protection Act 1998 requires data controllers to
register under the Act and establishes principles to ensure data
is processed fairly and securely, and gives consumers a right of
access to the data held on them. Similar provisions apply in
Ireland.

The Unfair Contracts Terms Act 1977 and the Unfair Terms in
Consumer Contracts Regulations 1999 prohibit terms in consumer
contracts which are unfair to the consumer and impose limits on
the extent to which civil liability for breach of contract can
be avoided by means of contract terms.

MBNA Canada

MBNA Canada was incorporated by letters patent as a
Schedule II Bank pursuant to the Bank Act (Canada). As is
required by the Bank Act, MBNA Canada obtained an order
permitting it to commence business in November of 1997. It is a
wholly owned subsidiary of MBNA America Bank, N.A. and is thus a
foreign bank for the purposes of regulatory supervision in
Canada. The Canadian banking regulatory regime in which MBNA
Canada operates is a comprehensive system based on the
provisions of the Bank Act, the regulations made under the Bank
Act and guidelines and policy statements published by the Office
of the Superintendent of Financial Institutions (Canada)
(OSFI). MBNA Canada is also a member institution of
the Canada Deposit Insurance Corporation (CDIC).

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The Cost of Borrowing (Banks) Regulations made pursuant to the
Bank Act set out, among other things, the requirements imposed
on MBNA Canada regarding disclosure of interest charges, the
inclusion of certain charges, the cost of borrowing, and the
disclosure of the cost of borrowing.

MBNA Canada is subject to requirements regarding banking
policies, procedures and standards. Among other things, the Bank
Act requires the board of directors of a Canadian bank to
establish investment and lending policies, procedures and
standards. MBNA Canada must adhere to investment and lending
standards that a reasonable and prudent person would apply and
that avoid undue risk of loss and obtain a reasonable return. In
addition, MBNA Canada must maintain adequate capital and
adequate and appropriate forms of liquidity, and must comply
with regulations and OSFI guidelines or policy statements
relating to capital and liquidity requirements.

The Protection of Personal Information and Electronic Documents
Act establishes a code of conduct for the collection, use and
disclosure of personal information. The code sets out ten
principles to be adopted regarding personal information and
requires that personal information be retained, used and
disclosed with consent of the individual to whom it relates,
that an individual be given access to his or her personal
information and that the personal information be accurate.

Competition

The Corporations business is highly competitive. The
Corporation competes with numerous banks with national, regional
and local operations in domestic and international markets and
with non-bank competitors who issue credit and charge cards and
make other consumer loans. Strategies used by the
Corporations competitors include targeted marketing, low
introductory rates, no annual fee credit cards, balance
transfers and discounts on products and services. The
Corporation also uses these strategies and, in addition, relies
on its strategy of marketing to people with a strong common
interest and its superior Customer service to compete with its
competitors.

Employees

As of December 31, 2001, the Corporation had approximately
28,000 employees.

Important Factors Regarding Forward-Looking Statements

From time to time the Corporation may make forward-looking oral
or written statements concerning the Corporations future
performance. Such statements are subject to risks and
uncertainties that may cause the Corporations actual
performance to differ materially from that set forth in such
forward-looking statements. Words such as believe,
expect, anticipate, intend
or similar expressions are intended to identify forward-looking
statements. Such statements speak only as of the date on which
they are made. The Corporation undertakes no obligation to
update publicly or revise any such statements. Factors which
could cause the Corporations actual financial and other
results to differ materially from those projected by the
Corporation in forward-looking statements include, but are not
limited, to the following:

Competition

The Corporations business is highly competitive. See
Competition above. Competition from other lenders
could affect the Corporations loans outstanding, Customer
retention, and the rates and fees charged on the
Corporations loans.

Economic Conditions

The Corporations business is affected by general economic
conditions beyond the Corporations control, including
employment levels, consumer confidence, and interest rates. A
recession or slowdown in the economy of the United States or in
other markets in which the Corporation does business may cause
an increase in delinquencies and credit losses and reduce new
account growth and charge volume.

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Delinquencies and Credit Losses

An increase in delinquencies and credit losses could affect the
Corporations financial performance. Delinquencies and
credit losses are influenced by a number of factors, including
the quality of the Corporations credit card and other
consumer loans, the composition of the Corporations loans
between credit card and other consumer loans, general economic
conditions, the success of the Corporations collection
efforts, and the average seasoning of the Corporations
accounts.

Interest Rate Increases

An increase in interest rates could increase the
Corporations cost of funds and reduce its net interest
margin. The Corporations ability to manage the risk of
interest rate increases in the United States and other markets
is dependent on its overall product and funding mix and its
ability to successfully reprice outstanding loans. See
Interest Rate Sensitivity on pages 49 through 51 of
the 2001 Annual Report to Stockholders, which is incorporated
herein by reference, for a discussion of the Corporations
efforts to manage interest rate risk.

Availability of Funding and
Securitization

Changes in the amount, type, and cost of funding available to
the Corporation could affect the Corporations performance.
A major funding alternative for the Corporation is the
securitization of credit card and other consumer loans.
Difficulties or delays in securitizing loans or changes in the
current legal, regulatory, accounting, and tax environment
governing securitizations could adversely affect the
Corporation. See Liquidity Management on pages 46
through 49 of the 2001 Annual Report to Stockholders, which is
incorporated herein by reference, for a discussion of the
Corporations liquidity.

Customer Behavior

The acceptance and use of credit card and other consumer loan
products for consumer spending has increased significantly in
recent years. The Corporations performance could be
affected by changes in such acceptance and use, and overall
consumer spending, as well as different acceptance and use in
international markets.

New Products and Markets

The Corporations performance could be affected by
difficulties or delays in the development of new products or
services, including products or services beyond credit card and
other consumer loans, and in the expansion into new
international markets. These may include failure of Customers to
accept products or services when planned, losses associated with
the testing of new products, services or markets, or financial,
legal or other difficulties that may arise in the course of such
implementation. In addition, the Corporation could face
competition with new products or services or in new markets,
which may affect the success of such efforts.

Growth

The growth of the Corporations existing business and the
development of new products and services will be dependent upon
the ability of the Corporation to continue to develop the
necessary operations, systems, and technology, hire qualified
people, obtain funding for significant capital investments, and
selectively pursue loan portfolio acquisitions.

Legal and Regulatory

The banking and consumer credit industry is subject to extensive
regulation. Changes in the laws and regulations and in policies
applied by banking or other regulators affecting banking,
consumer credit, bankruptcy, privacy or other matters could
impact the Corporations performance. Changes in state
consumer

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ITEM 2.     PROPERTIES

The Corporation has approximately 3,000,000 square feet of
administrative offices and credit card facilities in five office
complexes that it owns in Delaware. The majority of these
facilities were designed and built expressly for the
Corporations credit card operations. These complexes
include space for future expansion.

MBNA Technology conducts its processing from an approximately
587,000 square foot facility that the Corporation owns in
Dallas, Texas as well as from approximately 300,000 square feet
of office space at the Corporations facilities in Newark,
Delaware.

MBNA Marketing Systems, Inc. has its headquarters in Camden,
Maine, and regional offices in Belfast, Maine, Cleveland, Ohio,
Dallas, Texas (part of MBNA Technologys facility),
Kennesaw, Georgia, Hunt Valley, Maryland, Aliso Viejo,
California, Boca Raton, Florida, Newark, New Jersey and New York
City. These facilities are owned by the Corporation, except for
the leased New York City and Aliso Viejo offices.

Marketing Systems has telesales and other facilities in
Delaware, New Hampshire, Ohio, Pennsylvania and in several
locations in Maine. Most of these facilities are owned by the
Corporation.

MBNA Europe has approximately 392,000 square feet of
administrative offices and credit card facilities that it owns
in Chester, England. It has leased sales offices in London,
England and it conducts operations in Ireland from a leased
facility in Dublin, Ireland as well as a 64,000 square foot
operations center in Carrick-on-Shannon, Ireland.

MBNA Canada has approximately 200,000 square feet of owned
office space for its credit card operations in Gloucester and
5,000 square feet of leased space in Montreal, Quebec.




ITEM 3.     LEGAL PROCEEDINGS

In May 1996, Andrew B. Spark filed a lawsuit against the
Corporation, the Bank and certain of its officers and its
subsidiary MBNA Marketing Systems, Inc. The case is pending in
the United States District Court for the District of Delaware.
This suit is a purported class action. The plaintiff alleges
that the Banks advertising of its cash promotional annual
percentage rate program was fraudulent and deceptive. The
plaintiff seeks unspecified damages including actual, treble and
punitive damages and attorneys fees for an alleged breach
of contract, violation of the Delaware Deceptive Trade Practices
Act and violation of the federal Racketeer Influenced and
Corrupt Organizations Act. In February 1998, a class was
certified by the District Court. In September 2000, the Court
gave preliminary approval to a settlement of this suit for
approximately $8.7 million. A hearing on final approval was
held in May 2001. In August 2001, the court entered an order
approving a settlement payout, including fees and costs, of
approximately $5.1 million. Various members of the class
who had filed objections to the proposed settlement appealed the
order approving the settlement to the Third Circuit Court of
Appeals. In October 1998, Gerald D. Broder filed a lawsuit
against the Corporation and the Bank in the Supreme Court of New
York, County of New York. This suit is a purported class action.
The plaintiff alleges that the Banks advertising of its
cash promotional annual percentage rate program was fraudulent
and deceptive. The plaintiff seeks unspecified damages including
actual, treble and punitive damages and attorneys fees for
an alleged breach of contract, common law fraud and violation of
New York consumer protection statutes. In April 2000, summary
judgment was granted to the Corporation and the Bank on the
common law fraud claim and a class was certified by the Court.
In November 2001, the court gave preliminary approval to the
settlement of this suit for an estimated $18 million, including
fees and costs.

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ITEM 4.     SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS

During the fourth quarter of 2001, no matters were submitted to
a vote of security holders of the Corporation.



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EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the Corporations executive officers
is set forth below.

Mr. Alfred Lerner (68) has been Chief Executive
Officer of MBNA Corporation and Chairman of its Board of
Directors since January 1991 and a director of the Bank since
December 1991. He has more than 27 years of management
experience in banking and finance. He has been Chairman of The
Town and Country Trust since 1993 and was Chief Executive
Officer from 1993 to 1997. He has been Chairman and owner of the
Cleveland Browns since October 1998. A graduate of Columbia
University and Vice Chairman of its Board of Trustees, Mr.
Lerner is also President of the Cleveland Clinic Foundation and
a member of its Board of Trustees. He is also a trustee of New
York Presbyterian Hospital and Case Western Reserve University,
and a member of the Board of Directors of the Marine Corps Law
Enforcement Foundation.

Mr. Cawley (61) has been President and a director of
the Corporation since January 1991, Chief Executive Officer of
the Bank since 1990, and Chairman of the Banks Executive
Committee since January 2002. He has more than 40 years of
management experience in the financial services industry and was
the senior member of the group that established the Bank in
1982. He served as Chairman of the Bank from 1991 to 2002, and
as President from 1985 to 2002. He has been a director of the
Bank since 1982. A graduate of Georgetown University and a
former member of its Board of Directors, Mr. Cawley also
serves on the boards of the Eisenhower Exchange Fellowships, St.
Benedicts Preparatory School, the Marine Corps Law
Enforcement Foundation, the Owls Head Transportation
Museum, the George Bush Presidential Library, the Metropolitan
Wilmington Urban League, and the American Ireland Foundation. He
is Chairman of the Board of the Grand Opera House in Wilmington,
Delaware and is on the executive committee of the University of
Delaware.

Bruce L. Hammonds (53) has served as Chairman of the Bank
since January 2002. He is responsible for the international
credit card business, consumer finance and information services.
He has been a Senior Executive Vice President of the Corporation
since November 1998. He has served as the Chief Operating
Officer of the Bank since 1990. He has 32 years of
management experience in consumer lending and was a member of
the management team that established the Bank in 1982. He has
been a director of the Bank since 1986.

John R. Cochran III (50) has served as President of the
Bank since January 2002. He is responsible for the US credit
card business. He has been a Senior Executive Vice President of
the Corporation since November 1998. He has served as the Chief
Marketing Officer of the Bank since April 1991. He has
29 years of management experience in the financial services
industry and was a member of the group that established the Bank
in 1982. He has been a director of the Bank since 1986.

M. Scot Kaufman (52) has served as Executive Vice
Chairman of the Bank since January 2000 and served as its Chief
Financial Officer from 1985 to 2000. He has been a Senior
Executive Vice President of the Corporation since January 2000,
Treasurer since January 1991, Chief Accounting Officer since
July 1991, and Chief Financial Officer since July 1992. He
oversees financial activities. He has 31 years of
experience in the financial services industry and has been with
the Bank since 1985. He has been a director of the Bank for
17 years.

Richard K. Struthers (46) has served as Executive Vice
Chairman of the Bank since January 2002. He has been an
Executive Vice President of the Corporation since April 1997. He
oversees special initiatives, control activities and new
business acquisitions. He has 24 years of experience in
consumer lending and was a member of the group that established
the Bank in 1982.

15



---



##### Table of Contents



Lance L. Weaver (47) has served as Executive Vice Chairman
of the Bank since July 2001 and served as Chief Administrative
Officer of the Bank since February 1993. He has been an
Executive Vice President of the Corporation since April 1994. He
oversees administrative functions. He is also Chairman of
MasterCard International. He has 27 years of experience in
consumer lending and administration and has been with the
Corporation for 11 years. He has been a director of the Bank
since February 1993.

Gregg Bacchieri (46) has served as a Senior Vice Chairman
of the Bank since November 1998 and as an Executive Vice
President of the Corporation since July 1997. He oversees credit
and loss prevention activities for the US credit card business.
He has 23 years of management experience in consumer
lending and was a member of the management team that established
the Bank in 1982.

Kenneth F. Boehl (47) has served as a Senior Vice Chairman
of the Bank since January 2002 and an Executive Vice President
of the Corporation since July 1997. He has been the Senior
Control Officer of the Bank since April 1992. He oversees audit,
compliance and portfolio risk management. He has 26 years
of experience in the financial services industry and has been
with the Corporation for 14 years.

Ronald W. Davies (60) has served as Senior Vice Chairman of
the Bank since December 1997 and Chief Technology Officer of the
Bank since April 1991. He has been an Executive Vice President
of the Corporation since October 1991. He oversees MBNA
Technology, Inc., which provides the Corporation with
telecommunications, production operations, information systems,
and systems operations and development. He has 37 years of
experience in information systems and technology management and
has been with the Corporation for 11 years. He has been a
director of the Bank since April 1991.

Louis J. Freeh (52) has served as a Senior Vice Chairman of
the Bank since September 2001. He oversees all personnel
functions, including recruiting, hiring, education,
compensation, and benefits. He is also responsible for legal
affairs and facilities. Prior to joining the Corporation in
2001, he served as director of the FBI for eight years, as a
federal judge and as a federal prosecutor.

Charles C. Krulak (60) has served as a Senior Vice Chairman
of the Bank and an Executive Vice President of the Corporation
since August 1999. He is also the Chairman and Chief Executive
Officer of MBNA Europe. He had a 35 year career in the U.S.
Marine Corps, including serving four years as Commandant and has
been with the Corporation for 3 years.

Michael G. Rhodes (36) has served as a Senior Vice Chairman
of the Bank since July 2001 and an Executive Vice President of
the Corporation since 1998. He oversees US credit card marketing
and business development. He is also a member of the board for
the US region of MasterCard International and served as its
chairman in 2000 and 2001. He has 10 years of experience in
the financial services industry and has been with the
Corporation for 8 years. He is Mr. Cawleys son-in-law.

David W. Spartin (44) has served as Senior Vice Chairman of
the Bank since January 2002 and as an Executive Vice President
of the Corporation since April 1997. He oversees investor
relations, industry relations, media relations, communications,
and administration. He has 23 years of experience in the
financial services industry and has been with the Corporation
for 11 years.

Vernon H. C. Wright (59) has served as a Senior Vice
Chairman of the Bank since January 2001. He has been Chief
Corporate Finance Officer of the Bank, and Executive Vice
President and Chief Corporate Finance Officer of the Corporation
since July 1992. He oversees foreign and domestic treasury
activities, including structured products, investment
portfolios, and interbank funding. He is also responsible for
all global capital markets and corporate finance activities. He
has more than 33 years of experience in consumer and
corporate banking and has been with the Corporation for
11 years. He has been a director of the Bank since November
1992.

John J. Hewes (53) has served as a Vice Chairman of the
Bank since August 2001. He currently oversees consumer finance
activities, and in the past has had senior management
responsibilities for other areas, including credit. He has more
than 32 years of management experience in retail and
consumer lending and has been with the Corporation for
17 years.

16



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##### Table of Contents



Janine D. Marrone (42) has served as a Vice Chairwoman of
the Bank since January 2001. She currently oversees US Customer
satisfaction activities, and in the past has had senior
management responsibilities for other areas, including
marketing. She has more than 22 years of experience in
retail lending and marketing and has been with the Corporation
for 15 years.

John W. Scheflen (55) has served as a Vice Chairman of the
Bank since September 1998. He has been General Counsel,
Secretary and Cashier of the Bank, and an Executive Vice
President, General Counsel and Secretary of the Corporation
since March 1992. He is responsible for all legal matters,
corporate affairs, and government affairs. He has 27 years
of experience in law and has been with the Corporation for
10 years.

Penelope J. Taylor (58) has served as a Vice Chairwoman of
the Bank since August 2000. She is currently responsible for
career development and diversity and serves as chairwoman of the
personnel committee, and in the past has had significant
business development responsibilities. She has more than 30
years of experience in consumer lending and has been with the
Corporation for 16 years.




PART II






|        |                                                                           
|------- | --------------------------------------------------------------------------
|ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
	STOCKHOLDER MATTERS

Common Stock Price Range and Dividends on page 87
and Dividend Limitations on pages 45 and 46 of the
2001 Annual Report to Stockholders are incorporated herein by
reference.






|        |                        
|------- | -----------------------
|ITEM 6. | SELECTED FINANCIAL DATA

Ten-Year Statistical Summary on pages 30 and 31 of
the 2001 Annual Report to Stockholders is incorporated herein by
reference.






|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS

Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 32 through 53
of the 2001 Annual Report to Stockholders is incorporated herein
by reference.






|         |                                                           
|-------- | ----------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity on pages 49 through 51 and
Foreign Currency Exchange Rate Sensitivity on page
51 of the 2001 Annual Report to Stockholders are incorporated
herein by reference.






|        |                                            
|------- | -------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Report of Independent Auditors, the Consolidated
Financial Statements and Notes to the Consolidated Financial
Statements, and the Quarterly Data on pages 55
through 86 of the 2001 Annual Report to Stockholders are
incorporated herein by reference.






|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
	AND FINANCIAL DISCLOSURE

Not applicable.




PART III






|         |                                                   
|-------- | --------------------------------------------------
|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Election of Directors on pages 4 through 7 in the
Definitive Proxy Statement are incorporated herein by reference.

17



---



##### Table of Contents








|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

Election of Directors on pages 4 through 7,
Executive Compensation on pages 11 through 21 and
Compensation Committee Interlocks and Insider
Participation on page 21 in the Definitive Proxy Statement
are incorporated herein by reference.






|         |                                                                
|-------- | ---------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
	MANAGEMENT

Security Ownership of Management and Certain Beneficial
Owners on pages 2 and 3 in the Definitive Proxy Statement
is incorporated herein by reference.






|         |                                               
|-------- | ----------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Compensation Committee Interlocks and Insider
Participation and Certain Relationships on
pages 21 and 22 in the Definitive Proxy Statement are
incorporated herein by reference.




PART IV






|         |                                                                  
|-------- | -----------------------------------------------------------------
|ITEM 14. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
	8-K

1.     The following consolidated
financial statements of MBNA Corporation and subsidiaries are
incorporated herein by reference from the pages designated in
the 2001 Annual Report to Stockholders:

|                                                                                                                  |  |      |       | 
|----------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | 
|                                                                                                                  |  | Page
|                                                                                                                  |  |     
|Report of Independent Auditors                                                                                    |  |      | 55    | 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Consolidated Statements of Financial Condition,
	December 31, 2001 and 2000                                       |  |      | 56    | 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Consolidated Statements of Income for the years
	ended December 31, 2001, 2000 and 1999                           |  |      | 57    | 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Consolidated Statements of Changes in
	Stockholders Equity for the years ended December 31,
	2001, 2000 and 1999 |  |      | 58    | 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Consolidated Statements of Cash Flows for the
	years ended December 31, 2001, 2000 and 1999                       |  |      | 59    | 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Notes to the Consolidated Financial Statements                                                                    |  |      | 60-85 | 

2.     Financial Statement Schedules

No Financial Statement Schedules are required to be filed.

3.     Exhibits:

The following exhibits are incorporated by reference or filed
herewith. References to the 1990 Form S-1 are to the
Registrants Registration Statement on Form S-1
effective January 22, 1991, Registration No. 33-38125.
References to the 1997 Form S-4 are to Amendment No. 1
of the Registrants Registration Statement on
Form S-4, Registration No. 333-21181, filed on
February 25, 1997. References to the 1991 Form 10-K,
the 1992 Form 10-K, the 1993 Form 10-K, the 1994
Form 10-K, the 1995 Form 10-K, the 1996
Form 10-K, the 1997 Form 10-K, the 1998
Form 10-K, the 1999 Form 10-K and the 2000
Form 10-K are to the Registrants Annual Reports on
Form 10-K for the years ended December 31, 1991, 1992,
1993, 1994, 1995, 1996, 1997, 1998, 1999 and 2000, respectively.

|             |  |                                                                                                                                                       
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3.1  |  | Articles of Incorporation, as amended and
	supplemented (incorporated by reference to Exhibit 3.1 of
	Form 10-Q for the quarter ended March 31, 1998).
|Exhibit 3.2  |  | By-laws, as amended (incorporated by reference to
	Exhibit 3.2 of 2000 Form 10-K).                                                                    
|Exhibit 4.1* |  | Senior Indenture dated as of September 29,
	1992, between the Registrant and Bankers Trust Company, as
	Trustee.                                      

18



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##### Table of Contents



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 4.2*  |  | Subordinated Indenture, dated as of
	November 24, 1992, between the Registrant and Harris Trust
	and Savings Bank, as Trustee.                                                                                                                                                                                                                                                                                                                                                                                                       
|Exhibit 4.3*  |  | Fiscal and Paying Agency Agreement, dated
	September 21, 1992, between MBNA America Bank, N.A. and
	Harris Trust and Savings Bank, as Fiscal and Paying Agent, for
	the 7.25% Subordinated Notes due 2002.                                                                                                                                                                                                                                                                                                                           
|Exhibit 4.4*  |  | Issuing and Paying Agency Agreement dated as of
	December 10, 1991, and amended as of August 11, 1993,
	December 21, 1994 and May 6, 1996 between MBNA America
	Bank, N.A. and First Trust of New York, National Association.                                                                                                                                                                                                                                                                                                        
|Exhibit 4.5   |  | Junior Subordinated Indenture, dated as of
	December 18, 1996 between the Registrant and The Bank of
	New York as Debenture Trustee (incorporated by reference to
	Exhibit 4(c) of 1997 Form S-4).                                                                                                                                                                                                                                                                                                                                   
|Exhibit 4.6   |  | Amended and Restated Trust Agreement, dated as of
	December 18, 1996, between the Registrant and The Bank of
	New York (incorporated by reference to Exhibit 4.6 of 1996
	Form 10-K).                                                                                                                                                                                                                                                                                                                                                
|Exhibit 4.7   |  | Guarantee Agreement, dated as of
	December 18, 1996, between the Registrant and The Bank of
	New York (incorporated by reference to Exhibit 4.7 of 1996
	Form 10-K).                                                                                                                                                                                                                                                                                                                                                                 
|Exhibit 4.8   |  | Amended and Restated Trust Agreement, dated as of
	January 23, 1997, between the Registrant and The Bank of New
	York (incorporated by reference to Exhibit 4.8 of 1996 Form
	10-K).                                                                                                                                                                                                                                                                                                                                                 
|Exhibit 4.9   |  | Guarantee Agreement, dated as of January 23,
	1997, between the Registrant and The Bank of New York
	(incorporated by reference to Exhibit 4.9 of 1996
	Form 10-K).                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.10  |  | Amended and Restated Trust Agreement, dated as of
	March 31, 1997, between the Registrant and The Bank of New
	York                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.11  |  | Guarantee Agreement, dated as of March 31,
	1997 between the Registrant and The Bank of New York
	(incorporated by reference to Exhibit 4.11 of 1997
	Form 10-K).                                                                                                                                                                                                                                                                                                                                                                    
|Exhibit 4.12  |  | Amendment No. 1, dated as of April 10,
	2001, to the Agency Agreement, dated as of July 17, 1997
	(the Agency Agreement), among MBNA America Bank,
	N.A., Bank One Trust Company, N.A. as global agent, Bank One,
	N.A., London Branch as London paying agent and London issuing
	agent, Bank One Trust Company, N.A. as registrar and New York
	paying agent and Credit Agricole Indosuez as transfer agent and
	Luxembourg paying agent (original Agency Agreement incorporated
	by reference to Exhibit 4.12 of 1999 Form 10-K).
|Exhibit 4.13* |  | Trust Deed dated May 7, 1999, among MBNA
	Europe Funding PLC, MBNA America Bank, N.A. and Bankers Trustee
	Company Limited, as modified by the First Supplemental Trust
	Deed, dated May 8, 2000, and the Second Supplemental Trust
	Deed, dated May 4, 2001.                                                                                                                                                                                                                                                                        
|Exhibit 10.1  |  | License Agreement with MasterCard (incorporated
	by reference to Exhibit 10.3 of 1990 Form S-1).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Exhibit 10.2  |  | License Agreement with VISA (incorporated by
	reference to Exhibit 10.4 of 1990 Form S-1).                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Exhibit 10.3  |  | Share Purchase Agreement with Alfred Lerner
	(including Registration Rights Agreement) (incorporated by
	reference to Exhibit 10.10 of 1990 Form S-1).                                                                                                                                                                                                                                                                                                                                                                               
|Exhibit 10.4  |  | Senior Competitive Advance and Revolving Credit
	Facility Agreement dated as of March 31, 2000, among MBNA
	America Bank, N.A., MBNA International Bank Limited, and MBNA
	Corporation and certain lenders and the Bank of America, N.A. as
	Administrative Agent (incorporated by reference to
	Exhibit 10.1 of Form 10-Q for the quarter ended
	March 31, 2000).                                                                                                                                                                   

19



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##### Table of Contents



|                |  |                                                                                                                                                                                                                                                                                                                                                                                       
|--------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.5    |  | Multicurrency Revolving Credit and Sterling
	Acceptance Facility Agreement dated as of June 5, 2000,
	among MBNA International Bank Limited, certain lenders and
	Lloyds Bank PLC as Agent (incorporated by reference to
	Exhibit 10.5 of 2000 Form 10-K).                                                                                                                            
|Exhibit 10.6**  |  | Form of Executive Non-Compete Agreement
	(incorporated by reference to Exhibit 10 of Form 10-Q
	for the quarter ended September 30, 1999).                                                                                                                                                                                                                                            
|Exhibit 10.7**  |  | 1991 Long Term Incentive Plan, as amended
	(incorporated by reference to Exhibit 10.3 of
	Form 10-Q for the quarter ended March 31, 1997 and
	Exhibit 10.8 of 1995 Form 10-K), and forms of Stock
	Option Agreements (1993 agreement incorporated by reference to
	Exhibit 10.12 of 1993 Form 10-K and 1995 agreements
	incorporated by reference to Exhibit 10.8 of 1995
	Form 10-K).
|Exhibit 10.8**  |  | 1997 Long Term Incentive Plan and Policies, as
	amended (incorporated by reference to Exhibit 10.2 of
	Form 10-Q for the quarter ended March 31, 2000) and
	form of Stock Option Grant (incorporated by reference to
	Exhibit 10.9 of 1997 Form 10-K).                                                                                                                                
|Exhibit 10.9**  |  | Form of Restricted Stock Agreement (incorporated
	by reference to Exhibit 10.9 of 1995 Form 10-K).                                                                                                                                                                                                                                                                                    
|Exhibit 10.10** |  | Restricted Stock Agreement, dated as of
	March 8, 2000 (incorporated by reference to
	Exhibit 10.3 of Form 10-Q for the quarter ended
	March 31, 2000).                                                                                                                                                                                                                               
|Exhibit 10.11** |  | MBNA Corporation Supplemental Executive
	Retirement Plan (incorporated by reference to Exhibit 10.11
	of 2000 Form 10-K).                                                                                                                                                                                                                                                             
|Exhibit 10.12** |  | Assumed Deferred Compensation Plans (1989
	Deferred Compensation Plan incorporated by reference to
	Exhibit 10.12 of 1991 Form 10-K and 1988 Deferred
	Compensation Plan incorporated by reference to
	Exhibit 10.14 of 1993 Form 10-K).                                                                                                                                              
|Exhibit 10.13** |  | MBNA Corporation Senior Executive Performance
	Plan (incorporated by reference to Exhibit 10 of
	Form 10-Q for the quarter ended March 31, 2001).                                                                                                                                                                                                                                     
|Exhibit 10.14** |  | Form of Split Dollar Agreement (incorporated by
	reference to Exhibit 10.18 of 1992 Form 10-K).                                                                                                                                                                                                                                                                                       
|Exhibit 10.15** |  | Deferred Compensation Plan and form of Agreement,
	as amended and restated effective April 1, 1995
	(incorporated by reference to Exhibit 10.16 of 1994
	Form 10-K).                                                                                                                                                                                                                  
|Exhibit 12      |  | Computation of Ratio of Earnings to Combined
	Fixed Charges and Preferred Stock Dividend Requirements.                                                                                                                                                                                                                                                                                
|Exhibit 13      |  | 2001 Annual Report to Stockholders.                                                                                                                                                                                                                                                                                                                                                   
|Exhibit 21      |  | Subsidiaries of the Corporation.                                                                                                                                                                                                                                                                                                                                                      
|Exhibit 23      |  | Consent of Independent Auditors.                                                                                                                                                                                                                                                                                                                                                      




|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
|* | The Registrant agrees to furnish a copy to the Securities and
	Exchange Commission on request.



|   |                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------
|** | Management contract or compensatory plan or arrangement required
	to be filed as an Exhibit pursuant to Item 14(c) of
	Form 10-K.

4.     Reports on Form 8-K



| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     Report dated
	October 11, 2001, reporting MBNA Corporations
	earnings release for the third quarter of 2001.                                                                  
|
| | 2.     Report dated
	October 31, 2001, reporting the net credit loss and
	delinquency ratios for MBNA America Bank, N.A. for its loan
	receivables and managed loans for October 2001.
|
| | 3.     Report dated
	October 31, 2001, reporting the securitization of $499.7
	million pounds sterling of credit card receivables by MBNA
	Europe Bank Limited.                       

20



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##### Table of Contents





| |                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.     Report dated
	November 8, 2001, reporting the securitization of $500.0
	million of credit card loan receivables by MBNA America Bank,
	N.A.                                                                 
|
| | 5.     Report dated
	November 30, 2001, reporting the net credit loss and
	delinquency ratios for MBNA America Bank, N.A. for its loan
	receivables and managed loans for November 2001.                           
|
| | 6.     Report dated
	December 11, 2001, reporting the securitization of $150.0
	million of credit card loan receivables by MBNA America Bank,
	N.A.                                                                
|
| | 7.     Report dated
	December 18, 2001, reporting the securitization of 250.0
	million pounds sterling of credit card receivables by MBNA
	Europe Bank Limited.                                                    
|
| | 8.     Report dated
	December 31, 2001, reporting the net credit loss and
	delinquency ratios for MBNA America Bank, N.A. for its loan
	receivables and managed loans for December 2001.                           
|
| | 9.     Report dated
	January 10, 2002, reporting MBNA Corporations
	earnings release for the fourth quarter of 2001.                                                                                              
|
| | 10.     Report dated January 18,
	2002, reporting MBNA Corporations reclassified financial
	highlights for the three months ended March 31,
	June 30, September 30, and December 31, 2001 and
	2000, respectively.
|
| | 11.     Report dated January 31,
	2002, reporting the net credit loss and delinquency ratios for
	MBNA America Bank, N.A. for its loan receivables and managed
	loans for January 2002.                            
|
| | 12.     Report dated February 1,
	2002, reporting the securitization of $1.0 billion of credit
	card loan receivables by MBNA America Bank, N.A.                                                                   
|
| | 13.     Report dated February 28,
	2002, reporting the securitization of $500.0 million of credit
	card loan receivables by MBNA America Bank, N.A.                                                                
|
| | 14.     Report dated February 28,
	2002, reporting the net credit loss and delinquency ratios for
	MBNA America Bank, N.A. for its loan receivables and managed
	loans for February 2002.                          

21



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



| |                 
| | ----------------
| | MBNA CORPORATION



| |     |                                                                             
| | --- | ----------------------------------------------------------------------------
| | By: | /s/ALFRED LERNER 
	 _______________________________________ 
	 Alfred Lerner

| |                                     
| | ------------------------------------
| | Chairman and Chief Executive Officer

March 22, 2002

Pursuant to the requirement of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.

|                                                     |  |                                                                                             |  |                |  | 
|---------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -------------- |  | 
|Signature                                            |  | Title                                                                                       |  | Date          
|                                                     |  |                                                                                             |  |               
|/s/ ALFRED LERNERAlfred Lerner                       |  | Chairman, Chief Executive Officer and Director
	(principal executive officer)               |  | March 22, 2002
|/s/ CHARLES M. CAWLEYCharles M. Cawley               |  | President and Director                                                                      |  | March 22, 2002
|/s/ M. SCOT KAUFMANM. Scot Kaufman                   |  | Senior Executive Vice President and Treasurer
	(principal financial and accounting officer) |  | March 22, 2002
|/s/ JAMES H. BERICKJames H. Berick, Esq.             |  | Director                                                                                    |  | March 22, 2002
|/s/ BENJAMIN R. CIVILETTIBenjamin R. Civiletti, Esq. |  | Director                                                                                    |  | March 22, 2002
|/s/ BERNADINE P. HEALYBernadine P. Healy, M.D.       |  | Director                                                                                    |  | March 22, 2002
|/s/ WILLIAM L. JEWSWilliam L. Jews                   |  | Director                                                                                    |  | March 22, 2002
|/s/ RANDOLPH D. LERNERRandolph D. Lerner, Esq.       |  | Director                                                                                    |  | March 22, 2002
|/s/ STUART L. MARKOWITZStuart L. Markowitz, M.D.     |  | Director                                                                                    |  | March 22, 2002
|/s/ MICHAEL ROSENTHALMichael Rosenthal, Ph.D.        |  | Director                                                                                    |  | March 22, 2002

22



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[LOGO]  PRINTED ON RECYCLED PAPER



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##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For Fiscal Year Ended December 31, 2001

MBNA CORPORATION

(Exact name of registrant as specified in its charter)

EXHIBITS





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##### Table of Contents



EXHIBIT INDEX

The following exhibits are filed with the MBNA Corporation annual report
on Form 10-K for the fiscal year ended December 31, 2001:

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|No.     |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.10    |  | Amended and Restated Trust Agreement, dated as of March 31, 1997,
between the Registrant and The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                          
|4.12    |  | Amendment No. 1, dated as of April 10, 2001, to the Agency
Agreement, dated as of July 17, 1997 (the Agency Agreement),
among MBNA America Bank, N.A., Bank One Trust Company, N.A. as
global agent, Bank One, N.A., London Branch as London paying agent
and London issuing agent, Bank One Trust Company, N.A as registrar
and New York paying agent and Credit Agricole Indosuez as transfer
agent and Luxembourg paying agent (original Agency Agreement
incorporated by reference to Exhibit 4.12 of 1999 Form 10-K)
|12      |  | Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividend Requirements.                                                                                                                                                                                                                                                                                                                                                                                                                      
|13      |  | 2001 Annual Report to Stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21      |  | Subsidiaries of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|23      |  | Consent of Independent Auditors.