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Exhibit 10.17

AGREEMENT

This Agreement is made this 15th day of December, 2002 (the Effective Date),
by and between MBNA Corporation, a Maryland corporation with its head office in
Wilmington, Delaware (together with its affiliates hereinafter the
Corporation), and Norma Lerner.

In consideration of Alfred Lerners long service to and outstanding leadership
of the Corporation and for the other reasons set forth below, the Corporation
agrees to provide the following benefits to Norma Lerner and her family:

1.    Security.

The Corporation provided security for Mr. Lerner and his family pursuant to the
Corporations Executive Protection Program. A threat assessment by an
independent security consultant indicated significant risk to Mr. Lerner and
his family due to his public profile. The Corporations management has
determined to continue this security for Mr. Lerners wife, Norma Lerner, and
his daughter, Nancy Beck, and her spouse and children because management wants
there to be no question about the continued safety and well being of Mr.
Lerners family after his death.

The Corporation shall continue the security services provided to Mrs. Lerner
and Mrs. Beck and her spouse and children. The security services provided
shall be the same as provided prior to Mr. Lerners death, and shall include
use of corporate aircraft for business and personal travel, use of corporate
vehicles with specially trained drivers, and home security and alarm systems
and monitoring. The security services may be modified and may include other
security and protective services as the Corporations officers deem appropriate
based on the familys security needs. The Corporation shall pay the entire
cost of providing these security services, except that Mrs. Lerner shall
reimburse the Corporation for the amount of corporate aircraft use for personal
travel by the family members covered by this Agreement in excess of $250,000
annually, with the value determined using applicable IRS methods and rates.

2.    Personal Assistant and Office.

The Corporation will provide to Mrs. Lerner, at its expense, an office for
corporate and personal business matters at a location and with appropriate
furnishings and equipment and with appropriate administrative support as may be
reasonably requested by Mrs. Lerner.

3.    Medical Benefits.

The Corporation will provide to Mrs. Lerner COBRA continuation of medical
benefits for as long as she is eligible to receive them and, thereafter,
supplemental Medicare benefits as currently provided in its policy for
employees and spouses of employees after age 65. The Corporation will
reimburse Mrs. Lerner for the cost of the premium payments for these benefits.





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4.    Taxes.

The benefits provided under this Agreement may be taxable income to Mrs.
Lerner. The Corporation shall report the benefit amounts as required by law.
Mrs. Lerner shall be responsible for the payment of all taxes relating to these
benefits.

5.    Term.

This Agreement shall continue in effect for Mrs. Lerners life.

6.    Other Provisions.

This Agreement may not be amended or changed, and neither party shall be deemed
to have waived any provision of this Agreement, unless the amendment or change
or waiver is set forth in a writing signed by a duly authorized officer of the
Corporation and by Mrs. Lerner.

This Agreement shall be interpreted under the laws of the State of Delaware,
without regard to principles of conflicts of laws.

The parties have executed this Agreement as of the date first above written.

| |                                                                                    
| | -----------------------------------------------------------------------------------
| | /s/ Norma Lerner
Norma Lerner                                                      
|
| | MBNA CORPORATION                                                                   
|
| | By /s/ Lance L. Weaver
        Lance L. Weaver
        Chief Administrative Officer