<PAGE>   1
 
================================================================================
 
                                 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, 1997
 
[ ]   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)
 
<TABLE>
<S>                                              <C>
                    MARYLAND                                        52-1713008
        (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER IDENTIFICATION NO.)
         INCORPORATION OR ORGANIZATION)
             1100 NORTH KING STREET
                 WILMINGTON, DE                                     19884-0141
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)
</TABLE>
 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 362-6255
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                TITLE OF EACH CLASS                   NAME OF EACH EXCHANGE ON WHICH REGISTERED
                -------------------                   -----------------------------------------
<S>                                                   <C>
            Common Stock, $.01 par value                       New York Stock Exchange
      6 7/8% Senior Notes due October 1, 1999                  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,            New York Stock Exchange
    guaranteed by MBNA Corporation to the extent
                 described therein
  MBNA Capital B Floating Rate Capital Securities,             New York Stock Exchange
  Series B, guaranteed by MBNA Corporation to the
              extent described therein
  MBNA Capital C 8.25% Trust Originated Preferred              New York Stock Exchange
Securities, Series C, guaranteed by MBNA Corporation
          to the extent described therein
</TABLE>
 
        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 [ ]
 
     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 10, 1998, 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 $14,615,157,060. As of March 10, 1998, there
were outstanding 501,187,500 shares of Common Stock, par value $.01 per share,
which stock is the only class of Registrant's common stock.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the 1997 Annual Report to Stockholders for the year ended
December 31, 1997 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 April 21, 1998 are incorporated by reference into Part
III.
================================================================================
<PAGE>   2
 
                                MBNA CORPORATION
 
                        1997 ANNUAL REPORT ON FORM 10-K
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----
<S>        <C>                                                           <C>
                                    PART I
ITEM 1.    Business....................................................    1
ITEM 2.    Properties..................................................    9
ITEM 3.    Legal Proceedings...........................................   10
ITEM 4.    Submission of Matters to a Vote of Security Holders.........   10
           Executive Officers of the Registrant........................   10
                                   PART II
ITEM 5.    Market for the Registrant's Common Stock and Related
             Stockholder Matters.......................................   12
ITEM 6.    Selected Financial Data.....................................   12
ITEM 7.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations.................................   12
ITEM 7A    Quantitative and Qualitative Disclosures about Market
             Risk......................................................   12
ITEM 8.    Financial Statements and Supplementary Data.................   12
ITEM 9.    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure..................................   12
                                   PART III
ITEM 10.   Directors and Executive Officers of the Registrant..........   13
ITEM 11.   Executive Compensation......................................   13
ITEM 12.   Security Ownership of Certain Beneficial Owners and
             Management................................................   13
ITEM 13.   Certain Relationships and Related Transactions..............   13
                                   PART IV
ITEM 14.   Exhibits, Financial Statement Schedules, and Reports on Form
             8-K.......................................................   14
Signatures.............................................................   17
</TABLE>
<PAGE>   3
 
                                     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.
Through the Bank, the Corporation is the world's largest independent credit card
lender and is the leading issuer of affinity 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 various insurance and deposit products.
 
PRODUCTS
 
  Credit Cards
 
     The Corporation offers two general types of credit cards, premium and
standard, issued under either the MasterCard(R) or Visa(R) 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
and Platinum Plus cards. Premium card usage and average account balances are
generally higher than those of standard card Customers.
 
  Other Consumer Loans
 
     The Corporation's consumer finance products include unsecured lines of
credit accessed by check and unsecured installment loans. These products are
marketed by the Bank to existing credit card Customers, as well as others, and
are used by Customers primarily for large purchases or consolidation of other
consumer debt.
 
     The Corporation also offers home equity and airplane loans to individuals
through a subsidiary, MBNA Consumer Services, Inc., which is currently licensed
in 42 states and the District of Columbia. Beginning in 1998, the Corporation
expects to offer these loans through MBNA America Bank (Delaware), a state bank
organized under Delaware law.
 
  Deposits
 
     The Corporation offers money market deposit accounts and certificates of
deposit. 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. They are also 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.
 
  Insurance
 
     The Corporation offers credit insurance to its credit card Customers. It
also offers automobile insurance and life insurance through the Bank to
Customers. The Bank is currently licensed to provide its property and casualty
and life and health insurance products in approximately 40 states.
 
---------------
 
* MasterCard(R) is a federally registered servicemark of MasterCard
  International Inc.; Visa(R) is a federally registered servicemark of Visa
  U.S.A., Inc.
                                        1
<PAGE>   4
 
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 affinity 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
to people with common interests through purchased targeted lists. Regional
programs include state and city series cards that bear images of regional or
local scenes.
 
     The Corporation also offers co-branded cards through relationships with
commercial firms, including professional sports teams. These programs typically
include arrangements for incentives to Customers to purchase services or
merchandise from the co-branding firm.
 
     The Corporation primarily uses direct mail, telemarketing and
person-to-person 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. 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 through MBNA
International Bank Limited, a subsidiary of the Bank.
 
     MBNA Marketing Systems, Inc. has regional centers in Maine, Ohio, Texas,
Maryland, Florida and California and sales offices in New York City, Chicago and
Washington, D.C. MBNA International Bank Limited has its headquarters in
Chester, England and a sales and marketing office in London. These regional
centers and sales offices assist the Corporation to obtain endorsements,
increase its familiarity with local markets, better understand the needs and
motivations of Customers and keep in close touch with what competitors are
doing.
 
     MBNA Marketing Systems, Inc. has 12 telemarketing facilities in 9 states.
As of December 31, 1997, it employed approximately 4,400 people in
telemarketing, the majority of whom worked part time. The telemarketing
organization generates new accounts by calling prospects obtained from
membership lists of endorsing organizations and other prospects lists. Other
consumer loan, deposit and credit insurance products are marketed to existing
and new Customers.
 
     MBNA International Bank Limited has sales offices in Dublin, Ireland and
Edinburgh, Scotland. In late 1997, the Corporation began offering credit cards
in Canada through MBNA Canada Bank, a limited purpose bank organized under
Canadian law.
 
CREDIT
 
     The Corporation makes credit decisions by combining sophisticated
technology and predictive models with the insight of a credit analyst. Approved
credit applications are reviewed individually by a credit analyst, who assigns a
credit line based on a review of the potential Customer's financial history and
capacity to repay. Less than half of the credit applications received by the
Corporation in 1997 were approved. Credit analysts review credit reports
obtained through an independent credit reporting agency, and use a delinquency
probability model to assist them in reaching a credit decision for each
applicant. Credit analysts also review
                                        2
<PAGE>   5
 
and verify other information, such as employment and income, when necessary to
make a credit decision. Further levels of review are automatically triggered,
depending upon the level of risk indicated by the delinquency probability model
and a combination of other factors indicative of credit quality. Credit analysts
review applications obtained through pre-approved offers to ensure adherence to
credit standards and that the appropriate credit limit is assigned. Credit lines
for existing Customers are regularly reviewed for credit line increases, and
when appropriate, reductions in credit lines. The Corporation's Loan Review
Department independently reviews selected applications to ensure quality and
consistency. The Corporation's losses have been consistently below the Visa and
MasterCard industry average.
 
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 in many cases a phone call for
clarification of the situation.
 
     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 cash usage while minimizing
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. Initially, the
Predictive Management System analyzes each Customer's purchase and repayment
habits, and selects accounts for initial contact with the objective of
contacting the highest risk accounts first. Subsequently, the accounts selected
are queued to the Corporation's proprietary Collection Tracking and Analysis
system (CTA) and Outbound Call Management System (OCMS). OCMS sorts accounts by
a number of factors, including time zone, degree of delinquency and dollar
amount due. OCMS automatically dials delinquent accounts in order of priority.
Representatives are automatically linked to the Customer's account information
and voice line when a contact is established. Customers who are experiencing
significant financial problems and may consider filing for bankruptcy are
referred to a specialized group of people who have been educated on effective
alternatives to bankruptcy, including debt counseling.
 
     CTA is used to work accounts continually, by market sector, at each stage
of delinquency through the 180-day past due level. As an account enters the
180-day delinquency level, it is classified as a potential charge-off. Accounts
failing to make a payment during the 180-day cycle 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.
 
     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. The Customer must
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.
 
     Once an account has been charged-off, it may be sold to a third party
vendor or retained by the Corporation for collection. The Corporation has
entered into contracts for the sale of these accounts which
 
                                        3
<PAGE>   6
 
provide pricing which is comparable to amounts which were realized from previous
charge-off collection efforts, after the deduction of the costs of collection.
 
OPERATIONS
 
     Credit card processing services performed by MBNA Hallmark Information
Services, Inc. ("Information Services"), a wholly-owned subsidiary of the Bank,
include data processing, payment processing, statement rendering, card
production and network services. Information Services' 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
Information Services' facilities in Dallas, Texas, and Newark, Delaware.
Information Services generates and mails to Customers monthly statements
summarizing account activity and processes Customer payments.
 
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 credit card Customer and the Corporation enter into an agreement which
governs the terms and conditions of the Customer's MasterCard or Visa account.
The Corporation reserves the right to add or change any terms, conditions,
services or features of its MasterCard or Visa 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 certain changes by notice to
the Corporation and by not using the account.
 
     A Customer may use a credit card for purchases and cash advances. Monthly
periodic finance charges are calculated 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. 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 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 3 days
before the next billing date. Finance charges are not assessed in most
circumstances 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. Customers are
required to make a minimum monthly payment equal to the greater of $15 or 2% of
the outstanding balance on the account.
 
     The Corporation offers fixed and variable rates on credit card 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.
 
     The Corporation assesses an annual fee on some Customer accounts. Annual
fees, when assessed, are generally waived for the first year on new accounts and
thereafter may be waived or rebated. The Corporation assesses cash advance
transaction, certain purchase, late, overlimit and returned check fees on
Customer accounts in accordance with agreements with Customers.
 
                                        4
<PAGE>   7
 
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 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 is subject to supervision and examination by the OCC, the Bank's
primary regulator. The Bank is insured by, and therefore also is subject to the
regulations of, the FDIC, and is 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 International Bank Limited is subject to regulations and supervision
by the Bank of England and the OCC. MBNA America Bank (Delaware) is subject to
regulations and supervision by the State Bank Commissioner of Delaware and the
FDIC. MBNA Canada Bank is subject to regulations and supervision by the Office
of Superintendent of Financial Institutions, the Canadian Deposit Insurance
Corporation 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 is subject to limitations on the dividends it may pay to the
Corporation. The Corporation may also be subject to limitations on the payment
of dividends to stockholders. See "Capital Adequacy" on pages 29 and 30 of the
1997 Annual Report to Stockholders, which is incorporated herein by reference.
In addition, both the Corporation and the Bank 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 the financial condition of a bank or bank holding
company that the payment of dividends would be an unsafe or unsound practice and
to prohibit payment thereof. The OCC and the Federal Reserve Board have each
indicated that banking organizations should generally pay dividends only out of
current operating earnings.
 
  Borrowings by the Corporation
 
     There are various legal restrictions on the extent to which the Corporation
may borrow or otherwise obtain credit from, or engage in certain other
transactions with, the Bank. In general, these restrictions require that any
such extensions of credit must be secured by designated amounts of specified
collateral and are limited, as to any one of the Corporation or its non-bank
subsidiaries, to 10 percent of the Bank's capital stock and surplus, and as to
the Corporation and all such non-bank subsidiaries in the aggregate, to 20
percent of the Bank's capital stock and surplus.
 
     Extensions of credit and other transactions between the Bank and the
Corporation must be on terms and under circumstances, including credit
standards, that are substantially the same or at least as favorable to the Bank
as those prevailing at the time for comparable transactions with non-affiliated
companies.
 
                                        5
<PAGE>   8
 
  Capital Requirements
 
     The Corporation is subject to risk-based capital guidelines adopted by the
Federal Reserve Board for bank holding companies. The Bank is subject to similar
risk-based 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 meet certain specified criteria, including that they have the agency's
highest supervisory rating. Under the guidelines, holding companies that do not
satisfy the criteria for the lowest requirement and holding companies
undertaking expansion programs must maintain a leverage ratio at least 100 basis
points to 200 basis points higher than the 3% minimum ratio. At December 31,
1997 regulatory capital ratios for the Corporation were: Tier 1 risk-based
capital, 9.82%; Total risk-based capital, 11.99%; and leverage, 11.13%. The
Bank's ratios at December 31, 1997 were: Tier 1 risk-based capital, 9.56%; Total
risk-based capital, 11.06%; and leverage, 10.90%. 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.
 
  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, 1997 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, 1997, the Bank had brokered deposits of $2.6 billion.
 
     The Bank is 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
 
                                        6
<PAGE>   9
 
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 in
the future will depend in part upon the risk assessment classification assigned
to the Bank 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.
 
     The Deposit Insurance Funds Act of 1996 ("DIFA") also separated, effective
January 1, 1997, the Financing Corporation ("FICO") assessment to service the
interest on its bond obligations from the BIF and the Savings Association
Insurance Fund ("SAIF") 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. By law, the FICO rate on BIF-assessable deposits
must be one-fifth the rate on SAIF-assessable deposits until the insurance funds
are merged or until January 1, 2000, whichever occurs first.
 
  Regulation of the Credit Card Business
 
     The relationship between the Corporation and its Customers is extensively
regulated by federal and state consumer protection laws. The Truth in Lending
Act requires credit card issuers to make certain disclosures along with their
applications and solicitations, upon opening an account and with each periodic
statement. The Act also imposes certain substantive requirements and
restrictions on credit card issuers 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 credit card issuers to 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 credit card issuers as users of
consumer credit reports. For instance, the Act prohibits the use of a consumer
credit report by a credit card issuer except in connection with a proposed
business transaction with the consumer. The Act also requires that credit card
issuers notify consumers when they 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 credit card 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 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 nationwide credit card lending activities.
 
  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, effective June 1, 1997, national and state banks with different home
states were permitted to merge across state lines, with approval of the
appropriate federal banking agency, unless the home state of a participating
bank passed legislation prior to this date expressly prohibiting interstate bank
mergers.
 
                                        7
<PAGE>   10
 
  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 impair the exercise by a national bank of the powers granted to it
under Section 92 are preempted. There are differences among federal and state
regulators as to the extent of federal preemption of state insurance agency
regulation which have not been resolved.
 
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. 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, 1997, the Corporation had approximately 20,000
employees.
 
IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
 
     From time to time the Corporation may make forward-looking 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.
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. 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 may cause
an increase in delinquencies and credit losses and reduce new account growth and
charge volume.
 
  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, 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 the net interest margin. The Corporation's ability to manage
the risk of interest rate increases is dependent on its overall product and
funding mix and its ability to successfully reprice outstanding loans.
 
                                        8
<PAGE>   11
 
  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.
 
  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.
 
  New Products and Services
 
     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. These may include failure of
Customers to accept these products or services when planned, losses associated
with the testing of new products or services, 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, which may
affect the success of such products or services.
 
  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; and obtain funding for significant capital investments.
 
  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 or other matters
could impact the Corporation's performance. For example, in recent years
Congress has considered legislation which would have had the effect of limiting
the interest rate that could be charged on credit card accounts. In addition,
the Corporation could incur unanticipated litigation or compliance costs.
 
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 Hallmark Information Services, Inc. conducts its processing from an
approximately 300,000 square feet facility that the Corporation owns in Dallas,
Texas as well as from approximately 300,000 square feet of office space at the
Bank's facilities in Newark, Delaware. The Corporation is constructing
additional space in its Texas facility.
 
     MBNA Marketing Systems, Inc. has the following regional offices:
approximately 200,000 square feet of space in Camden, Maine and approximately
130,000 square feet of space in Belfast, Maine; approximately 300,000 square
feet of space in Cleveland, Ohio; approximately 30,000 square feet of space in
Information Services' Dallas facility; approximately 175,000 square feet of
space in Boca Raton, Florida and approximately 150,000 square feet of space in
Hunt Valley, Maryland. These facilities are owned by the Corporation. The
Corporation is constructing expansion space in Maine, Florida, Ohio and
Maryland.
 
     MBNA Marketing Systems, Inc. has a leased regional office in San Francisco
and leased sales offices in New York City, Chicago and Washington, D.C. The
leases are for 10-year terms and contain renewal options
 
                                        9
<PAGE>   12
 
which, if exercised, would extend the leases up to five additional years in New
York City and San Francisco and 10 additional years in Chicago and Washington,
D.C. Marketing Systems leases or owns telesales facilities in Delaware, Georgia,
Maine, Maryland, New Hampshire, Ohio and Pennsylvania.
 
     MBNA International Bank Limited's credit card operations are located in
approximately 160,000 square feet of space in Chester, England which it
purchased in 1994. It maintains a sales office of approximately 4,500 square
feet in London and another sales office of approximately 10,000 square feet in
Edinburgh, Scotland. MBNA International Bank Limited conducts operations in
Ireland from approximately 17,000 square feet of office space located in Dublin.
 
     MBNA Canada Bank's credit card operations are located in approximately
25,000 square feet of leased office space in Gloucester, Ontario.
 
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 attorney's 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. The Corporation believes that its advertising
practices are proper under applicable federal and state law and intends to
defend the action vigorously.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     During the fourth quarter of 1997, no matters were submitted to a vote of
security holders of the Corporation.
 
                         ------------------------------
 
                      EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Information concerning the Corporation's executive officers is set forth
below.
 
     Alfred Lerner (64) 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. Mr. Lerner served as Chairman of the Board and Chief
Executive Officer of MNC Financial, Inc. ("MNC Financial") from September 1990
to July 1991 and as Chairman of the Board from July 1991 to October 1993. He
also served as Chairman of the Board of Equitable Bancorporation from July 1983
until it merged with MNC Financial in January 1990. He has been Chairman of The
Town and Country Trust since August 1993 and was Chief Executive Officer from
August 1993 until October 1997. He was Chairman of the Board of The Progressive
Corporation, an insurance holding company, from 1988 to April 1993. A graduate
of Columbia University and a member of its Board of Trustees, Mr. Lerner also is
president of the Cleveland Clinic Foundation and a member of its Board of
Trustees. He is also a trustee of Case Western Reserve University and a member
of the Board of Directors of the Marine Corps Law Enforcement Foundation.
 
     Charles M. Cawley (57) has been President and a director of the Corporation
and Chairman and Chief Executive Officer of the Bank since January 1991. He has
more than 32 years of management experience in the financial services industry
and was the senior operating executive that formed the Bank in 1982. He has
served as Chief Executive Officer of the Bank since 1990, and as President since
1985. He has been a director of the Bank since 1982. He serves on the boards of
Georgetown University, the University of Delaware, the Eisenhower Exchange
Fellowships, and the American Architectural Foundation. He is Chairman of the
Board of the Grand Opera House in Wilmington, Delaware.
 
     John R. Cochran III (46) oversees all business development and marketing
activities. He has been an Executive Vice President of the Corporation since
January 1991. He has served as Senior Vice Chairman of
 
                                       10
<PAGE>   13
 
the Bank since April 1997 and Chief Administrative Officer since January 1998.
He has 25 years of management experience in the financial services industry and
was a member of the management team that established the Bank in 1982. He has
been a director of the Bank since 1986.
 
     Bruce L. Hammonds (49) oversees credit, loss prevention, customer
satisfaction, consumer finance and loan review activities. He has been an
Executive Vice President of the Corporation since January 1991. He has served as
Senior Vice Chairman of the Bank since April 1997 and as its Chief Operating
Officer since 1990. He has 28 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.
 
     M. Scot Kaufman (48) oversees accounting, finance, treasury, facilities,
and security activities. He has been an Executive Vice President and Treasurer
of the Corporation since January 1991 and Chief Accounting Officer since July
1991. He has been Chief Financial Officer of the Corporation since July 1992. He
has served as Senior Vice Chairman of the Bank since April 1997 and as its Chief
Financial Officer since 1985. He has 26 years of experience in the financial
services industry and has been with the Corporation since 1985. He has been a
director of the Bank since 1986.
 
     Lance L. Weaver (43) oversees industry relations, community relations,
corporate affairs, law, government relations, compensation and benefits, and
real estate. He has been an Executive Vice President of the Corporation since
April 1994. He has served as Senior Vice Chairman of the Bank since July 1997
and served as Chief Administrative Officer of the Bank from February 1993 to
January 1998. He has 23 years of experience in consumer lending and
administration and has been with the Corporation since 1991. He has been a
director of the Bank since February 1993.
 
     Ronald W. Davies (56) oversees MBNA Hallmark Information Services, which
provides the Corporation with telecommunications, production operations,
information systems, and systems operations and development. He has been an
Executive Vice President of the Corporation since October 1991. He has served as
Senior Vice Chairman of the Bank since December 1997 and Chief Technology
Officer of the Bank since April 1991. He has served as Chairman and Chief
Executive Officer of MBNA Hallmark Information Services, Inc. since August 1991.
He has 33 years of experience in information systems and technology management
and has been with the Corporation since 1991. He has been a director of the Bank
since April 1991.
 
     Richard K. Struthers (42) oversees international, insurance, deposit,
travel and business card activities. He has been an Executive Vice President of
the Corporation since April 1997. He has served as Senior Vice Chairman of the
Bank since December 1997. He has 20 years of 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 January 1997.
 
     Gregg Bacchieri (42) oversees all loss prevention efforts. He has been an
Executive Vice President of the Corporation and Vice Chairman of the Bank since
July 1997. He has 19 years of management experience in retail lending and was a
member of the management team that established the Bank in 1982. He has been a
director of the Bank since July 1997.
 
     Kenneth F. Boehl (43) joined the Corporation in 1988 and serves as the
corporate auditor and is responsible for risk management and personnel
activities. He has been an Executive Vice President of the Corporation and Vice
Chairman of the Bank since July 1997. He has been the Senior Control Officer of
the Bank since April 1992. He has 22 years of experience in financial
management. He has been a director of the Bank since July 1997.
 
     Jules J. Bonavolonta (57) oversees special operations, operating services,
health and safety services, and facilities management. He has been an Executive
Vice President of the Corporation and Vice Chairman of the Bank since October
1997. Prior to joining the Corporation, he served as President of Universal
Network, Inc., a security consulting firm, from August 1995 to March 1997. He
was director of corporate security for Consolidated Edison of New York from
January 1991 to August 1992 and for Republic National Bank of New York from
August 1992 to July 1995. He had a 23 year career with the Federal Bureau of
Investigation which included extensive experience in domestic and international
investigations, including as Chief of the
 
                                       11
<PAGE>   14
 
Organized Crime and Narcotics Division. He joined the Corporation in March 1997
and has been a director of the Bank since October 1997.
 
     David W. Spartin (40) oversees investor relations, media relations,
communications, community education initiatives, management services, and
administration. He has been an Executive Vice President of the Corporation since
April 1997 and has served as Vice Chairman of the Bank since March 1997. He has
19 years of experience in the financial services industry and has been with the
Corporation since 1991. He has been a director of the Bank since March 1997.
 
     David W. Nelms (37) oversees marketing activities. He has been an Executive
Vice President of the Corporation and Vice Chairman of the Bank since October
1997. He has 10 years of experience in the financial services industry and has
been with the Corporation since 1991. He has been a director of the Bank since
October 1997.
 
     Vernon H. C. Wright (55) oversees treasury activities, including
securitization, investments and funding, and corporate finance. He has been an
Executive Vice President and Chief Corporate Finance Officer of the Corporation
and Chief Corporate Finance Officer of the Bank since July 1992. He has been
Vice Chairman of the Bank since September 1995 and Group Head of Treasury for
the Bank since January 1996. He has more than 25 years of experience in retail
and commercial lending and has been with the Corporation since 1991. He has been
a director of the Bank since November 1992.
 
     John W. Scheflen (51) is responsible for all legal matters and governmental
and corporate affairs. He has been an Executive Vice President, General Counsel
and Secretary of the Corporation and Secretary and Cashier of the Bank since
March 1992. Prior to joining the Corporation he was a partner with Venable,
Baetjer and Howard from 1984 to March 1992. He has been with the Corporation
since 1992.
 
                                    PART II
 
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS
 
     "Common Stock Price Range and Dividends" on page 64 and "Capital Adequacy"
on pages 29 and 30 of the 1997 Annual Report to Stockholders are incorporated
herein by reference.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     "Ten-Year Statistical Summary" on pages 18 and 19 of the 1997 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 21 through 35 of the 1997 Annual Report to Stockholders is
incorporated herein by reference.
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     "Interest Rate Sensitivity" and " Foreign Currency Exchange Rate
Sensitivity" on pages 32 through 34 of the 1997 Annual Report to Stockholders
are incorporated herein by reference.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The Consolidated Financial Statements and Notes to the Consolidated
Financial Statements, the "Report of Independent Auditors" and the "Summary of
Consolidated Quarterly Financial Information" on pages 38 through 63 of the 1997
Annual Report to Stockholders are incorporated herein by reference.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     Not applicable.
 
                                       12
<PAGE>   15
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     "Election of Directors" on pages 4 and 5 in the Definitive Proxy Statement
is incorporated herein by reference.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     "Election of Directors" on pages 4 and 5, "Executive Compensation" on pages
6 through 9 and "Compensation Committee Interlocks and Insider Participation" on
page 11 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 page 11 in the Definitive Proxy Statement are incorporated
herein by reference.
 
                                       13
<PAGE>   16
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
(A)  INDEX TO FINANCIAL STATEMENTS:
 
     1. The following consolidated financial statements of MBNA Corporation and
subsidiaries are incorporated herein by reference from the pages designated in
the 1997 Annual Report to Stockholders:
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              -----
<S>                                                           <C>
Consolidated Statements of Financial Condition, December 31,
  1997 and 1996.............................................     38
Consolidated Statements of Income for the years ended
  December 31,
  1997, 1996 and 1995.......................................     39
Consolidated Statements of Changes in Stockholders' Equity
  for the years ended December 31, 1997, 1996 and 1995......     40
Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1996 and 1995..........................     41
Notes to the Consolidated Financial Statements..............  42-61
Report of Independent Auditors..............................     62
</TABLE>
 
     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 and the 1996 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 and 1996, respectively.
 
<TABLE>
<S>              <C>
Exhibit 3.1      Articles of Incorporation, as amended and supplemented.
                 (incorporated by reference to Exhibit 3.1 of 1996 Form 10-K)
Exhibit 3.2      By-laws, as amended
Exhibit 4.1*     Senior Indenture dated as of September 29, 1992, between the
                 Registrant and Bankers Trust Company, as Trustee.
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 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).
</TABLE>
 
                                       14
<PAGE>   17
 
<TABLE>
<S>                <C>
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 February 24, 1997, between the Registrant and
                   The Bank of New York (incorporated by reference to Exhibit 4(e)(4) of the 1997 Form S-4).
Exhibit 4.11       Guarantee Agreement, dated as of March 31, 1997 between the Registrant and The Bank of New York.
Exhibit 10.1       Tax Sharing and Indemnity Agreement with MNC Financial (incorporated by reference to Exhibit 10.2
                   of 1990 Form S-1).
Exhibit 10.2       License Agreement with MasterCard (incorporated by reference to Exhibit 10.3 of 1990 Form S-1).
Exhibit 10.3       License Agreement with VISA (incorporated by reference to Exhibit 10.4 of 1990 Form S-1).
Exhibit 10.4       Share Purchase Agreement with Alfred Lerner (including Registration Rights Agreement)
                   (incorporated by reference to Exhibit 10.10 of 1990 Form S-1).
Exhibit 10.5       Amended and Restated Competitive Advance and Revolving Credit Facility Agreement, dated as of
                   January 15, 1997, among MBNA America Bank, N.A., certain lenders and Chase Manhattan Bank, as
                   Agent (incorporated by reference to Exhibit 10.5 of 1996 Form 10-K).
Exhibit 10.6       Second Amendment dated April 10, 1996 and Third Amendment dated February 27, 1997 to the Credit
                   Agreement dated as of April 13, 1994, between the Registrant and Bank of America National Trust
                   and Savings Association (incorporated by reference to Exhibit 10.6 of 1996 Form 10-K and original
                   agreement incorporated by reference to Exhibit 10.7 of 1994 Form 10-K and First Amendment dated
                   April 7, 1995 incorporated by reference to Exhibit 10.6 of 1995 Form 10-K).
Exhibit 10.7       Amendment dated October 2, 1996 and amendment dated June 28, 1996 to the Credit Agreement, dated
                   as of October 5, 1994, between Registrant and The Bank of New York (incorporated by reference to
                   Exhibit 10.7 of 1996 Form 10-K and original Agreement incorporated by reference to Exhibit 10.8
                   of 1994 Form 10-K and Amendment dated October 4, 1995 incorporated by reference to Exhibit 10.7
                   of 1995 Form 10-K).
Exhibit 10.8**     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 10.9**     1997 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Form 10-Q for the
                   quarter ended March 31, 1997) and form of Stock Option Grant.
Exhibit 10.10**    Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.9 of 1995 Form 10-K).
Exhibit 10.11**    MBNA Corporation Supplemental Executive Retirement Plan, as amended and restated November 12,
                   1996 (incorporated by reference to Exhibit 10.10 of 1996 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).
</TABLE>
 
                                       15
<PAGE>   18
 
<TABLE>
<S>                <C>
Exhibit 10.13**    MBNA Corporation Senior Executive Performance Plan (incorporated by reference to Exhibit 10.2 of
                   Form 10-Q for the quarter ended March 31, 1997).
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 10.16      Amended and Restated Multicurrency Revolving Credit Facility Agreement dated as of October 11,
                   1996, among MBNA International Bank Limited, certain lenders and The First National Bank of
                   Chicago, as Agent.
Exhibit 12         Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend
                   Requirements.
Exhibit 13         1997 Annual Report to Stockholders.
Exhibit 21         Subsidiaries of the Corporation.
Exhibit 23         Consent of Independent Auditors.
Exhibit 27         Financial Data Schedule.
</TABLE>
 
---------------
 * 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.
 
(B)  REPORTS ON FORM 8-K
 
           1. Report dated October 14, 1997, reporting MBNA Corporation's
              earnings release for the third quarter of 1997.
 
           2. Report dated October 22, 1997, reporting the securitization of
              $750.0 million of credit card receivables by MBNA America Bank,
              N.A.
 
           3. Report dated October 31, 1997, reporting the net credit losses and
              loan delinquencies for MBNA America Bank, N.A., for its net loan
              portfolio and managed loan portfolio for October 1997.
 
           4. Report dated November 6, 1997, reporting the securitization of
              $750.0 million of credit card receivables by MBNA America Bank,
              N.A.
 
           5. Report dated November 30, 1997, reporting the net credit losses
              and loan delinquencies for MBNA America Bank, N.A., for its net
              loan portfolio and managed loan portfolio for November 1997.
 
           6. Report dated December 9, 1997, reporting the securitization of
              $900.0 million of credit card receivables by MBNA America Bank,
              N.A.
 
           7. Report dated December 31, 1997, reporting the net credit losses
              and loan delinquencies for MBNA America Bank, N.A., for its net
              loan portfolio and managed loan portfolio for December 1997.
 
           8. Report dated January 13, 1998, reporting MBNA Corporation's
              earnings release for the fourth quarter of 1997.
 
           9. Report dated January 31, 1998, reporting the net credit losses and
              loan delinquencies for MBNA America Bank, N.A., for its net loan
              portfolio and managed loan portfolio for January 1998.
 
          10. Report dated February 28, 1998, reporting the net credit losses
              and loan delinquencies for MBNA America Bank, N.A., for its net
              loan portfolio and managed loan portfolio for February 1998.
 
                                       16
<PAGE>   19
 
                                   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 20, 1998
 
     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.
 
<TABLE>
<CAPTION>
                     SIGNATURE                                      TITLE                     DATE
                     ---------                                      -----                     ----
<C>                                                    <S>                               <C>
 
                 /s/ ALFRED LERNER                     Chairman, Chief Executive         March 20, 1998
---------------------------------------------------      Officer and Director
                   Alfred Lerner                         (principal executive officer)
 
               /s/ CHARLES M. CAWLEY                   President and Director            March 20, 1998
---------------------------------------------------
                 Charles M. Cawley
 
                /s/ M. SCOT KAUFMAN                    Executive Vice President and      March 20, 1998
---------------------------------------------------      Treasurer (principal financial
                  M. Scot Kaufman                        and accounting officer)
 
                /s/ JAMES H. BERICK                    Director                          March 20, 1998
---------------------------------------------------
               James H. Berick, Esq.
 
             /s/ BENJAMIN R. CIVILETTI                 Director                          March 20, 1998
---------------------------------------------------
            Benjamin R. Civiletti, Esq.
 
              /s/ RANDOLPH D. LERNER                   Director                          March 20, 1998
---------------------------------------------------
             Randolph D. Lerner, Esq.
 
              /s/ STUART L. MARKOWITZ                  Director                          March 20, 1998
---------------------------------------------------
             Stuart L. Markowitz, M.D.
 
               /s/ MICHAEL ROSENTHAL                   Director                          March 20, 1998
---------------------------------------------------
             Michael Rosenthal, Ph.D.
</TABLE>
 
                                       17
<PAGE>   20
 
                  [RECYCLED LOGO]  PRINTED ON RECYCLED PAPER