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                                MBNA CORPORATION
                                COMPOSITE BYLAWS

                            ARTICLE I - STOCKHOLDERS

SECTION 1.       ANNUAL MEETING

         The annual meeting of the stockholders of the Corporation, for the
election of the directors and for the transaction of such other business within
the power of the Corporation as properly may come before the meeting, shall be
held at such place as the Board of Directors may designate, at such date and
hour during the month of April as shall be determined by the Board of
Directors.

SECTION 2.       SPECIAL MEETING

         At any time in the intervals between annual meetings, a special
meeting of the stockholders may be called by the Chairman of the Board of
Directors or by the President or by the Board of Directors. Upon the request in
writing by stockholders entitled to cast at least 25% of all the votes entitled
to be cast at the meeting, the Secretary shall call a special meeting of the
stockholders. The request shall state the purpose of the meeting and the
matters proposed to be acted on. The Secretary shall inform such stockholders
of the reasonably estimated costs of preparing and mailing the notice of the
meeting and, upon payment to the Corporation of such costs, the Secretary shall
give notice of the time, place and purpose of the meeting in the manner
provided in these Bylaws. Unless requested by stockholders entitled to cast a
majority of all the votes entitled to be cast at the meeting, a special meeting
need not be called to consider any matter which is substantially the same as a
matter voted on at any special meeting of the stockholders held during the
preceding 12 months.

SECTION 3.       NOTICE OF MEETING

         Not less than ten (10) days nor more than ninety (90) days before the
date of every stockholder's meeting, the Secretary shall give to each
stockholder entitled to vote thereat, written or printed notice stating the
time and place of such meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, by third-class or
first-class mail, postage prepaid, mailed to each stockholder of record at his
address as shown upon the books of the Corporation.


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SECTION 4.       NOTICE OF STOCKHOLDER BUSINESS

         At any annual or special meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual or special meeting, the
business, including any nomination for election of directors, must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (ii) otherwise properly brought before
the meeting by or at the direction of the board of directors, or (iii)
otherwise properly brought before the meeting by a stockholder.

         For business to be properly brought before an annual or special
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, any such notice
must be delivered or mailed to the principal executive offices of the Company
not later than sixty (60) days prior to the date of the meeting. If less than
seventy (70) days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, any such notice by a stockholder to be timely
must be so received not later than the close of business on the tenth day
following the day on which notice of the date of the annual or special meeting
was given or such public disclosure was made.

         Any such notice by a stockholder shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (i) a brief
description of the business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the annual or special
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of
shares of the capital stock of the Corporation which are beneficially owned by
the stockholder and (iv) any material interest of the stockholder in such
business. If a stockholder proposes the nomination for election of directors,
such notice by the stockholder shall also set forth as to each person whom the
stockholder proposes to nominate (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment
of such person, (iii) the class and number of shares of the capital stock of
the Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for the election of Directors pursuant to Regulation
14A under the Securities Exchange Act of 1934 or any successor regulation
thereto, including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected and whether any person intends to seek reimbursement from the
Corporation of the expenses of any solicitation of proxies should such person
be elected a Director of the Corporation. No person shall be entitled to
receive reimbursement from the Corporation of the expenses of a solicitation of
proxies for the election as a Director of a person named in such notice unless
such notice states that such reimbursement will be sought from the Corporation.





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         Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted at any annual or special meeting except in accordance with
the procedures set forth in this Section. The chairman of the annual or special
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section and, if he should so determine, he shall so declare
to the meeting that any such business not properly brought before the meeting
shall not be considered or transacted.

SECTION 4.       QUORUM

         At any meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of the votes thereat shall constitute
a quorum.

         A meeting of stockholders convened on the date for which it was called
may be adjourned from time to time by vote of a majority of the shares present
in person or by proxy even if less than a quorum without further notice to a
date not more than 120 days after the original record date. At such reconvened
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting originally called. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

SECTION 5.       PROXIES

         At all meetings of stockholders, a stockholder may vote the shares
owned of record by him either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.

SECTION 6.       VOTING

         Each stockholder shall be entitled to one vote for each share of stock
held by him. At all elections of directors of the Corporation, each stockholder
shall have the right to vote, in person or by proxy, the shares owned of record
by him, for as many persons as there are directors to be elected and for whose
election he has a right to vote. A plurality of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to elect any director. A majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any other matter which may properly come
before the meeting unless more than a majority of votes is required by law or
the Charter.





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                             ARTICLE II - DIRECTORS

SECTION 1.       POWERS

         The business and affairs of the Corporation shall be managed by or
under the direction of its Board of Directors, which may exercise all of the
powers of the Corporation, except such as are by statute expressly conferred
upon or reserved to the stockholders.

SECTION 2.       NUMBER AND TENURE

         The number of directors of the Corporation shall be that number as may
be fixed from time to time by resolution of the Board of Directors but in no
event shall be less than the lesser of three (3) or the number of stockholders
or more than twenty (20).

SECTION 3.       VACANCIES

         Any vacancy occurring in the Board of Directors, other than one
occurring because of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors. A vacancy
occurring in the Board of Directors by reason of an increase in the number of
directors may be filled by a majority of the entire Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

SECTION 4.       REGULAR MEETINGS

         The Board of Directors shall meet for the purpose of organization, the
election of officers, and the transaction of other business as soon as
practicable after each annual election of directors. Notice of such meeting
need not be given .

         The Board of Directors shall also meet regularly at such times as may
be stated from time to time by the Board.

SECTION 5.       SPECIAL MEETINGS

         Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the President or by a majority of the
Board.





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SECTION 6.       NOTICE

         Notice of every regular, except as otherwise provided in Article II,
Section 4 of these Bylaws, or special meeting of the Board shall be given to
each director at least one (l) day previous thereto by written notice delivered
personally or mailed to his last known business or residence address, or by
telegram sent to his last known business or residence address, or by personal
telephone call. Any director may waive notice of any meeting by written waiver
filed with the records of the meeting, either before or after the holding
thereof. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

SECTION 7.       QUORUM

         A majority of the Board of Directors shall constitute a quorum for the
transaction of business, but if less than such quorum is present at a meeting,
a majority of the directors present may adjourn the meeting from time to time
without further notice.

SECTION 8.       MANNER OF ACTING

         The action of a majority of the directors present at a meeting at
which a quorum is present shall be the action of the Board of Directors unless
the concurrence of a greater proportion is required for such action by law, the
Charter or these Bylaws.

SECTION 9.       COMMITTEES

         The Board of Directors may establish committees, composed of at least
two directors, from among its members. Any such committee shall serve at the
pleasure of the Board of Directors and shall have such powers in the management
of the business and affairs of the Corporation as may be delegated by the Board
of Directors consistent with law. The Board of Directors may fill any vacancy
on a committee. Committees shall meet at the call of the Chairman of the Board
of Directors or any two or more members. A majority of the members of a
committee shall constitute a quorum for the transaction of business and the
actions of a majority of the members present at a meeting at which a quorum is
present shall be the action of the committee. The members of any committee
present at a meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member. Each committee shall report
its actions to the Board of Directors. Any action taken by a committee shall be
subject to review or alteration by the Board of Directors, provided that no
rights of third persons arising from any action taken or permitted upon the
failure of approval of such committee shall be affected by any such review or
alteration or by disapproval by the Board of Directors of any report by the
committee.





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SECTION 10.      COMPENSATION

         Directors shall receive for their services as directors of the
Corporation such compensation as shall be determined by resolution of the Board
of Directors. A director may serve the Corporation or its subsidiaries in any
other capacity and receive compensation therefor.

SECTION 11.      INFORMAL ACTION

         Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if a written consent to such
action is signed by all members of the Board of Directors and such written
consent is filed with the minutes of proceedings of the Board of Directors.

                             ARTICLE III - OFFICERS

SECTION 1.       NUMBER

         The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such
other officers as the Board of Directors may elect or may be appointed as
provided in Section 2 hereof. Any two offices may be held by the same persons,
except those of President and Vice President, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required to be executed, acknowledged or verified by any two or
more officers. In its discretion, the Board of Directors may leave unfilled any
offices except those of President, Treasurer and Secretary.

SECTION 2.       ELECTION AND TENURE

         The officers of the Corporation shall be elected by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the stockholders, or as soon after such first meeting as may be
convenient. Each officer shall hold office for a term of one (l) year and until
his successor shall have been duly elected and shall have qualified.

SECTION 3.       REMOVAL

         Any officer or agent of the Corporation may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. The Board of Directors may authorize
any officer to remove subordinate officers.

SECTION 4.       VACANCIES

         A vacancy in any office may be filled by the Board of Directors for
the unexpired portion of the term.





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SECTION 5.       CHAIRMAN OF THE BOARD

         The Chairman of the Board, if one is elected by the Board of
Directors, shall be the chief executive officer of the Corporation, shall have
general charge and supervision of the policies and affairs of the Corporation,
shall preside at all meetings of the Board of Directors and stockholders and
shall have such other duties as are provided in these Bylaws and as from time
to time may be assigned by the Board of Directors.

SECTION 6.       PRESIDENT

         The President shall have such duties as are provided in these Bylaws
or as from time to time may be assigned by the Board of Directors and the
Chairman of the Board. In the absence of the Chairman of the Board of Directors
or if one is not elected, the President shall perform the duties and exercise
the functions of the Chairman of the Board of Directors.

SECTION 7.       VICE PRESIDENTS

         The Vice President or Vice Presidents shall have such duties and
functions as from time to time may be assigned by the Board of Directors or the
Chairman of the Board or the President, except as may otherwise be provided by
the Board of Directors.

SECTION 8.       SECRETARY

         The Secretary shall be responsible for the minute books of the
Corporation, in which he shall maintain and preserve the organization papers of
the Corporation, the Articles of Incorporation, the Bylaws and the proceedings
of regular and special meetings of the stockholders, the Board of Directors and
any committees. He shall be responsible for the custody of the seal of the
Corporation and shall be responsible for such other duties and functions as may
be assigned from time to time by the Board of Directors, the Chairman of the
Board or the President.

SECTION 9.       TREASURER

         The Treasurer shall have general charge of the financial affairs of
the Corporation. He shall in general have all powers and perform all duties and
functions incident to the office of Treasurer and such as may from time to time
be prescribed by the Board of Directors, the Chairman of the Board or the
President.

SECTION 10.      OTHER OFFICERS

         Such other officers as may be elected by the Board of Directors shall
have such powers and perform such duties as the Board of Directors, the
Chairman of the Board of Directors or the President may from time to time
prescribe.





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SECTION 11.      SALARIES

         Salaries to be paid to all officers and employees shall be fixed in
such manner as the Board of Directors may determine from time to time and no
officer shall be prevented from receiving such salary by reason of the fact
that he is also a director of the Corporation.

SECTION 12.      SPECIAL APPOINTMENTS

         In the absence or incapacity of any officer, or in the event of a
vacancy in any office, the Board of Directors may designate any person to fill
any such office pro tempore or for any particular purpose.

SECTION 13.      VOTING STOCK HELD BY THE CORPORATION

         Unless otherwise ordered by the Board of Directors, the Chairman of
the Board of Directors, the President or a Vice President or other officer
thereunto duly authorized by the Chairman of the Board of Directors or the
President shall have full power and authority on behalf of the Corporation to
attend and to vote at any meeting of stockholders of any corporation in which
this Corporation may hold stock, and may exercise on behalf of the Corporation
any and all of the rights and powers incident to the ownership of such stock at
any such meeting, and shall have power and authority to execute and deliver
proxies and consents on behalf of this Corporation in connection with the
exercise by this Corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like
powers upon any other person or persons.

                          ARTICLE IV - INDEMNIFICATION

         The Corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the Maryland General
Corporation Law. The Corporation shall indemnify its officers to the same
extent as its directors and to such further extent as is consistent with law.
The Corporation shall indemnify its directors and officers who, while serving
as directors or officers of the Corporation, also serve at the request of the
Corporation as a director, officer, partner, trustee, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan to the fullest extent consistent with law.
The indemnification and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         Any director or officer seeking indemnification within the scope of
this Article shall be entitled to advances from the Corporation for payment of
the reasonable expenses incurred by him in connection with the matter as to
which he is seeking indemnification in the manner and to the fullest extent
permissible under the Maryland General Corporation Law without requiring a
preliminary determination of ultimate entitlement of indemnification.





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         The Board of Directors may make further provision consistent with law
for indemnification and advance of expenses to directors, officers, employees
and agents by resolution, agreement or otherwise. The indemnification provided
by this Article shall not be deemed exclusive of any other right, with respect
to indemnification or otherwise, to which those seeking indemnification may be
entitled under any insurance or other agreement or resolution of stockholders
or disinterested directors or otherwise.

         References in this Article are to the Maryland General Corporation Law
as from time to time amended. No amendment of these Bylaws shall affect any
right of any person under this Article based on any event, omission or
proceeding prior to the amendment.

                                ARTICLE V - SEAL

         The seal of the Corporation shall be in the form of two concentric
circles inscribed with the name of the Corporation and the year and State in
which it is incorporated.

                    ARTICLE VI - ISSUE AND TRANSFER OF STOCK

SECTION 1.       ISSUE

         Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors.  Each certificate shall
be signed manually by, or bear the facsimile signature of, the Chairman of the
Board, the President, or a Vice President and countersigned by, or bear the
facsimile signature of, the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and shall be sealed with the corporate seal
or a facsimile thereof. All certificates surrendered to the Corporation for
transfer shall be cancelled, and no new certificates shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.

SECTION 2.       TRANSFER OF SHARES

         Transfer of shares of the Corporation shall be made only on its stock
transfer books by the holder of record thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed to be the owner thereof for all purposes.





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SECTION 3.       FIXING DATE FOR DETERMINATION OF STOCKHOLDERS' RIGHTS

         The Board of Directors may fix, in advance, a date as the record date
for the purpose of determining stockholders entitled to notice of, or to vote
at, any meeting of stockholders, or stockholders entitled to receive payment of
any dividend or the allotment of any rights, or in order to make a
determination of stockholders for another proper purpose. Only stockholders of
record on such date shall be entitled to notice of, and to vote at, such
meeting or to receive such dividends or rights, as the case may be and
notwithstanding any transfer of any stock on the books of the Corporation after
such record date fixed as aforesaid.

                           ARTICLE VII - EMERGENCIES

         During the period of an emergency declared by the President of the
United States, or the person performing his functions, of a nature and
sufficient severity to prevent the conduct and management of the affairs and
business of the Corporation by its directors, officers and committees in the
manner contemplated by these Bylaws (other than this Article VII), any two or
more available members of the Board of Directors shall constitute a quorum of
the Board of Directors for the full conduct and management of the affairs and
business of the Corporation. Other provisions of the Bylaws or resolutions
contrary to or inconsistent with the provisions hereof shall be suspended until
it shall be determined by said interim Board of Directors that it shall be to
the advantage of the Corporation to resume the conduct and management of its
affairs and business under all the other provisions of the Bylaws and
resolutions.

         If during any such emergency any authorized place of business of the
Corporation shall be unable to function, all or part of the business ordinarily
conducted at such location may be relocated elsewhere in suitable quarters as
may be designated by the interim Board of Directors or by such persons as are
then conducting the affairs of the Corporation. Any such temporarily relocated
place of business of the Corporation shall be returned to its authorized
location as soon as practicable.

          ARTICLE VIII - CONTROL SHARE ACQUISITION STATUTE EXEMPTIONS

         Any acquisition of shares of the Corporation on or after January 21,
1991 by Alfred Lerner (or his successor in interest) ("Lerner") or by The
Progressive Corporation (or its successors in interest) ("Progressive"), or by
any present or future affiliate or associate thereof so long as such affiliate
or associate is at the time in question such an affiliate or associate (or any
person acting in concert or in a group with any of the foregoing) is, pursuant
to Section 3-702(b) of the Maryland General Corporation Law (the "MGCL") (or
any successor or replacement provision or statute), hereby approved for
purposes of, and exempted from the provisions of, Subtitle 7 of Title 3 of the
MGCL (or any successor or replacement provision or statute) with the result
that any shares acquired by any such person shall have all voting rights
otherwise appurtenant thereto, notwithstanding Subtitle 7 of Title 3 of the
MGCL (or any successor or replacement provision or statute).





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         Notwithstanding anything in the Charter or Bylaws of the Corporation
(as each may be amended from time to time) to the contrary, this ARTICLE may
not be amended, altered or repealed except with the unanimous approval of all
of the members of the Board of Directors and the written consent of all persons
or entities then in existence and specified above that may be adversely
affected, or that may lose any privilege or right, as a result of such
amendment, alteration or repeal.

                            ARTICLE IX - AMENDMENTS

         These Bylaws may be altered, amended or repealed, and new Bylaws may
be adopted, by the Board of Directors. The stockholders of the Corporation
shall have no power to make, amend or repeal any Bylaw.





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