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AMENDMENT NO. 1 TO THE AGENCY AGREEMENT

AMENDMENT NO. 1, dated as of April 10, 2001, to the Agency Agreement,
dated as of July 17, 1997 (the Agency Agreement), among MBNA America Bank,
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 replacing all references to
The First National Bank of Chicago (First Chicago) with Bank One Trust
Company, N.A. (Bank One).

(b)  The Agency Agreement is hereby amended by replacing all references to
First Chicago London with Bank One London.

(c)  The Agency Agreement is hereby amended by replacing all references to
First Chicago New York with Bank One New York.

(d)  The Agency Agreement is hereby amended by replacing all references to
Banque Indosuez Luxembourg (Banque Indosuez) with Crédit Agricole Indosuez
(Crédit Agricole).

(e)  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, 2001 with certain Dealers named therein pursuant to
which the Bank may from time to





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| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | time issue up to US$10,000,000,000 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.

(f)  The Agency Agreement is hereby amended by deleting Section (b) of the
definition of Business Day contained in Section 1 of the Agency Agreement in
its entirety and substituting in lieu thereof the following:



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | either (i) in relation to a payment to be made in a
Specified Currency other than the Euro, a day on which
commercial banks and foreign exchange markets settle
payments in the principal financial center of the country of
the relevant Specified Currency (if other than The City of
New York) or (ii) in relation to Notes denominated in Euro,
a day (other than a Saturday or Sunday) on which the
Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System (Target) or any successor thereto
is open ( a Target Settlement Day).

(g)  The Agency Agreement is hereby amended by deleting the defined term
Cedel throughout the Agency Agreement and substituting in lieu thereof the
words Clearstream, Luxembourg. The following definition of Clearstream,
Luxembourg shall be added to the definitions contained in Section 1 of the
Agency Agreement:



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | Clearstream, Luxembourg means Clearstream Banking, société
anonyme or any successor thereto.

(h)  The Agency Agreement is hereby amended by adding Banc of America
Securities LLC, Banc of America Securities Limited, Chase Securities Inc.,
Deutsche Banc Alex. Brown Inc., Deutsche Bank AG London, Salomon Smith Barney
Inc. and Salomon Brothers International Limited to the definition of Dealer
and by deleting Banque Lehman Brothers from the definition of Dealer.

(i)  The Agency Agreement is hereby amended by deleting the definition for
Euroclear contained in Section 1 of the Agency Agreement in its entirety and
substituting in lieu thereof the following:



| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or any successor thereto.

(j)  The Agency Agreement is hereby amended by deleting the defined term
Euroclear/Cedel Global Note throughout the Agency Agreement and substituting
in lieu thereof Euroclear/Clearstream, Luxembourg Global Note. The following
definition of Euroclear/Clearstream, Luxembourg Global Note) shall be added
to the definitions contained in Section 1 of the Agency Agreement:





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| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Euroclear/Clearstream, Luxembourg Global Note means a
Registered Global Note deposited with a common depositary for, and
registered in the name of a nominee of, Euroclear and/or
Clearstream, Luxembourg.

(k)  The Agency Agreement is hereby amended by adding the following clause
(iv) to Section 27(a) of the Agency Agreement:



|      |  |                                                                                                                                                                                                                                                                                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iv) |  | The Bank undertakes that, if the
conclusions of the ECOFIN Council meeting of November
26-27, 2000 are implemented, it will ensure that it
maintains a paying agent in a member state of the
European Union that will not be obliged to withhold or
deduct tax pursuant to the European Union Savings Tax
Directive.

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. 1 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. 1 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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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Agency Agreement as of the date first written above.

| |                                                  
| | -------------------------------------------------
| | THE BANK                                         
|
| | MBNA AMERICA BANK, NATIONAL ASSOCIATION          
|
| | By:
      Name:
      Title:                     
|
| |                                                  
|
| | THE GLOBAL AGENT                                 
|
| | BANK ONE TRUST COMPANY, N.A                      
|
| | By: 
      Name:
      Title:                    
|
| |                                                  
|
| | THE REGISTRAR AND NEW YORK PAYING AGENT          
|
| | BANK ONE TRUST COMPANY, N.A                      
|
| | By:  
     Name:
     Title:                     
|
| |                                                  
|
| | THE LONDON PAYING AGENT AND  LONDON
ISSUING AGENT
|
| | BANK ONE, NA, LONDON BRANCH                      
|
| | By:
     Name: 
     Title:                      
|
| |                                                  
|
| | THE LUXEMBOURG PAYING AGENT AND TRANSFER
AGENT   
|
| | CRÉDIT AGRICOLE INDOSUEZ                         
|
| | By: 
      Name:
      Title:                    
|
| |