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CONFORMED COPY

AMENDMENT NO. 2 TO THE AGENCY AGREEMENT

AMENDMENT NO. 2, dated as of April 10, 2002, to the Agency Agreement,
dated as of July 17, 1997, as amended by Amendment No. 1, dated as of April 10,
2001 (the Agency Agreement), among MBNA America Bank, National Association
(the Bank), Bank One Trust Company, N.A. (successor-in-interest to The First
Chicago National Bank of Chicago) (Bank One) as global agent (the Global
Agent), Bank One, NA, London Branch (Bank One London) acting through its
specified office in London as paying agent (London Paying Agent) and as
issuing agent (the London Issuing Agent), Bank One acting through its
specified office in New York as registrar (the Registrar) and paying agent
(the New York Paying Agent) and Crédit Agricole Indosuez (Crédit Agricole)
in its capacity as transfer agent (the Transfer Agent) and as paying agent
(the Luxembourg Paying Agent; and together with the London Paying Agent and
the New York Paying Agent, the Paying Agents; individually, a Paying
Agent).

W I T N E S S E T H

WHEREAS, the Bank has agreed to issue and sell its Bank Notes (the
Notes) subject to, and with the benefit of, the Agency Agreement; and

WHEREAS, the Bank, the Global Agent, the Paying Agents, the Transfer
Agent, the London Issuing Agent and the Registrar wish to amend the Agency
Agreement in the manner set forth herein;

NOW THEREFORE, the parties hereto hereby agree as follows:

1.     Defined Terms. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Agency Agreement.

2.     Amendments to the Agency Agreement.

(a)    The Agency Agreement is hereby amended by deleting the WHEREAS Clause
(A) in its entirety and substituting in lieu thereof the following:



| | (A) |  | The Bank has entered into an
Amended and Restated Dealer Agreement dated as of April
10, 2002 with certain Dealers named therein pursuant to
which the Bank may from time to time issue up to
US$15,000,000,000 aggregate principal amount (or the
equivalent thereof in other currencies) of its Bank
Notes (the Notes). The Bank may at any time increase
the maximum aggregate principal amount of the Notes
that may be issued or outstanding at any one time
pursuant to the Program (as defined herein); provided,
that the Bank shall promptly notify the Agents of any
such increase.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)     The Agency Agreement is hereby amended by adding Barclays Capital
Inc., Barclays Bank PLC and Deutsche Bank Securities Inc. to the definition of
Dealer and by deleting Chase Securities Inc. and Deutsche Banc Alex. Brown
Inc. from the definition of Dealer.





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2


3.     Continuing Effect of the Agency Agreement. Except as expressly amended
hereby, the provisions of the Agency Agreement are and shall remain in full
force and effect.

4.     Counterparts. This Amendment No. 2 to the Agency Agreement may be
executed by the parties hereto in any number of separate counterparts, each of
which shall be deemed to be an original, and all of which taken together shall
be deemed to constitute one and the same instrument.

5.     GOVERNING LAW. THIS AMENDMENT NO. 2 TO THE AGENCY AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



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3


IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2
to the Agency Agreement as of the date first written above.



| |                                                  |                                                                            
| | ------------------------------------------------ | ---------------------------------------------------------------------------
| | THE BANK                                        
|
| | MBNA AMERICA BANK, NATIONAL ASSOCIATION         
|
| | By:                                              | /s/ Thomas D. Wren

Name: Thomas D. Wren
Title: Vice Chairman and Treasurer
|
| | THE GLOBAL AGENT                                
|
| | BANK ONE TRUST COMPANY, N.A.                    
|
| | By:                                              | /s/ Sandra Whalen

Name: Sandra Whalen
Title: Authorized Officer           
|
| | THE REGISTRAR AND NEW YORK
PAYING AGENT         
|
| | BANK ONE TRUST COMPANY, N.A.                    
|
| | By:                                              | /s/ Sandra Whalen

Name: Sandra Whalen
Title: Authorized Officer           
|
| | THE LONDON PAYING AGENT AND LONDON
ISSUING AGENT
|
| | BANK ONE, NA, LONDON BRANCH                     
|
| | By:                                              | /s/ Anna Hogg

Name: Anna Hogg
Title: Assistant Vice President             
|
| | THE LUXEMBOURG PAYING AGENT AND
TRANSFER AGENT  
|
| | CRÉDIT AGRICOLE INDOSUEZ                        
|
| | By:                                              | /s/ Anna Hogg

Name: Anna Hogg
Title: Assistant Vice President