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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,
2002



| |   |                                                                                                   
| | - | --------------------------------------------------------------------------------------------------
| | o | 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)


|                                                                                   |  |                                                    
|---------------------------------------------------------------------------------- |  | ---------------------------------------------------
|Maryland
    (State or other jurisdiction of
    incorporation or organization)    |  | 52-1713008
    (I.R.S. Employer Identification No.)
|                                                                                  
|1100 North King Street Wilmington, DE
    (Address of principal executive offices) |  | 19884-0131
    (Zip Code)                          

Registrants telephone number, including
area code:(800) 362-6255

Securities Registered Pursuant to
Section 12(b) of the Act:

|                                                                                                                                              |  |                         
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------
|                                                                                                                                              |  | Name of each exchange on
|Title of each class                                                                                                                           |  | which registered        
|                                                                                                                                              |  |                         
|Common Stock, $.01 par value                                                                                                                  |  | 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, guaranteed by MBNA Corporation to the extent
    described therein                    |  | New York Stock Exchange 
|MBNA Capital B Floating Rate Capital Securities,
    Series B, guaranteed by MBNA Corporation to the extent
    described therein             |  | New York Stock Exchange 
|MBNA Capital C 8.25% Trust Originated Preferred
    Securities, Series C, guaranteed by MBNA Corporation to the
    extent described therein  |  | New York Stock Exchange 
|MBNA Capital D 8.125% Trust Originated Preferred
    Securities, Series D, guaranteed by MBNA Corporation to the
    extent described therein |  | New York Stock Exchange 
|MBNA Capital E 8.10% Trust Originated Preferred
    Securities, Series E, guaranteed by MBNA Corporation to the
    extent described therein  |  | New York Stock Exchange 

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 o

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

Indicate by check mark, whether the registrant is
an accelerated filer (as defined in Securities and Exchange Act
Rule 12b-2).
Yes x  No o

As of June 28, 2002, 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 $23,419,051,469. As of
March 9, 2003, there were outstanding 1,277,671,875 shares
of common stock, par value $.01 per share, which is the only
class of the Registrants common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2002 Annual Report to
Stockholders for the year ended December 31, 2002 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 May 6, 2003 (Definitive Proxy
Statement) are incorporated by reference into
Parts II and III.



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TABLE OF CONTENTS



|                                                  |                                                                                                         |  |  |  |  |  |  | 
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                           
|                                                  | ITEM 1. BUSINESS                                                                                       
|EXECUTIVE OFFICERS OF THE REGISTRANT             
|PART II                                          
|                                                  | ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                      
|                                                  | ITEM 6. SELECTED FINANCIAL DATA                                                                        
|                                                  | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS          
|                                                  | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                    
|                                                  | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                    
|                                                  | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE           
|PART III                                         
|                                                  | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                            
|                                                  | ITEM 11. EXECUTIVE COMPENSATION                                                                        
|                                                  | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|                                                  | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|                                                  | ITEM 14. CONTROLS AND PROCEDURES                                                                       
|PART IV                                          
|                                                  | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                              
|                                                  | SIGNATURES                                                                                             
|Bylaws, As Amended                               
|GUARANTEE AGREEMENT DATED AS OF JUNE 27 2002     
|GUARNATEE AGREEMENT DATED NOVEMBER 27 2002       
|AMENDMENT NO.2 DATED AS OF APRIL 10 2002         
|MBNA CORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
|AGREEMENT BET. THE REGISTRANT AND CHARLES CRAWLEY
|AGREEMENT BET. THE REGISTRANT AND NORMA LERNER   
|COMPUTATION OF RATIO OF EARNINGS                 
|2002 ANNUAL REPORT TO STOCKHOLDERS               
|SUBSIDIARIES OF THE CORPORATION                  
|CONSENT OF INDEPENDENT AUDITORS                  
|CHIEF EXECUTIVE OFFICER CERTIFICATION            
|CHIEF FINANCIAL OFFICER CERTIFICATION            



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MBNA CORPORATION

2002 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

|                                      |  |                                                                                                    |    |      |    | 
|------------------------------------- |  | -------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                      |  |                                                                                                    |    | Page
|                                      |  |                                                                                                    |    |     
|PART I                               
|ITEM 1.                               |  | Business                                                                                           |    |      | 1  | 
|ITEM 2.                               |  | Properties                                                                                         |    |      | 16 | 
|ITEM 3.                               |  | Legal Proceedings                                                                                  |    |      | 17 | 
|ITEM 4.                               |  | Submission of Matters to a Vote of Security
    Holders                                            |    |      | 18 | 
|                                      |  | Executive Officers of the Registrant                                                               |    |      | 18 | 
|PART II                              
|ITEM 5.                               |  | Market for the Registrants Common Equity
    and Related Stockholder Matters                      |    |      | 21 | 
|ITEM 6.                               |  | Selected Financial Data                                                                            |    |      | 21 | 
|ITEM 7.                               |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations          |    |      | 21 | 
|ITEM 7A.                              |  | Quantitative and Qualitative Disclosures about
    Market Risk                                     |    |      | 21 | 
|ITEM 8.                               |  | Financial Statements and Supplementary Data                                                        |    |      | 21 | 
|ITEM 9.                               |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure           |    |      | 21 | 
|PART III                             
|ITEM 10.                              |  | Directors and Executive Officers of the Registrant                                                 |    |      | 21 | 
|ITEM 11.                              |  | Executive Compensation                                                                             |    |      | 21 | 
|ITEM 12.                              |  | Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters |    |      | 21 | 
|ITEM 13.                              |  | Certain Relationships and Related Transactions                                                     |    |      | 22 | 
|ITEM 14.                              |  | Controls and Procedures                                                                            |    |      | 22 | 
|PART IV                              
|ITEM 15.                              |  | Exhibits, Financial Statement Schedules, and
    Reports on Form 8-K                               |    |      | 22 | 
|Signatures                            |  |                                                                                                    | 27 |     
|Chief Executive Officer Certification |  |                                                                                                    | 28 |     
|Chief Financial Officer Certification |  |                                                                                                    | 29 |     



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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 and the Corporations principal
subsidiary. The Bank has two wholly owned foreign bank
subsidiaries, MBNA Europe Bank Limited (MBNA Europe)
formed in 1993 with its headquarters in the U.K. and MBNA Canada
Bank (MBNA Canada) formed in 1997. Through the Bank,
the Corporation is the largest independent credit card lender in
the world and is the leading issuer of endorsed credit cards,
marketed primarily to members of associations and customers of
financial institutions and other organizations. In addition to
its credit card lending, the Corporation also makes other
consumer loans, which include installment and revolving
unsecured loan products, and offers insurance and deposit
products. The Corporation is also the parent of MBNA America
(Delaware), N.A. (MBNA Delaware), a national bank
which offers mortgage loans, aircraft loans and business card
products.

Products and Services

Credit
Cards

The Corporation offers standard, gold, and
Platinum Pluspersonal and business credit cards under
either the MasterCard or Visa brand name* and customizes them
for thousands of endorsed affinity programs and for programs
under its own brand name. In addition, the Corporation offers
Customers even more customized, high-end credit card products
such as the Quantumcard. The Corporations card
programs offer a variety of benefits and features based on the
type of endorsing organization and need of the Customer. These
benefits and features include competitive interest rates,
group-specific enhancements, rewards, or compensation to the
endorsing organization based on the cardholders usage. The
Corporations approach to marketing and underwriting
enables it to offer higher initial credit lines to applicants
and periodic credit-line increases to existing Customers,
resulting in higher usage and average account balances.

The Corporation offers business card products in
the U.S. through MBNA Delaware and in the U.K. through MBNA
Europe. The Corporations business card products include
general purpose business credit cards marketed primarily to
small businesses, and purchasing and corporate cards for small
and larger businesses for business, travel and corporate
purchasing.

Other
Consumer Loans

The Corporations other consumer loan
products include unsecured lines of credit accessed by check or
electronically with either fixed monthly payments or minimum
payments similar to credit card accounts. Customers use these
products primarily for large purchases or consolidation of other
consumer debt. The Corporation markets these products to its
existing credit card Customers and to others. In the U.S., the
Corporation also offers sales finance accounts which are
unsecured lines of credit marketed to customers of retailers and
service providers, including instant financing offered at retail
points of sale. Through MBNA Europe, the Corporation offers
fixed term unsecured loan products with fixed monthly payments.

The Corporation also offers mortgage and aircraft
loans to consumers in the U.S. through MBNA Delaware. Mortgage
loans include home equity loans offered as a debt consolidation
tool primarily to the Corporations credit card and other
consumer loan Customers. The Corporation originates and then
sells the mortgage loans to a third party; it does not service
these loans.





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|  |                                                                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | MasterCard® is a federally registered
    servicemark of MasterCard International Inc.; Visa® is a
    federally registered servicemark of Visa U.S.A., Inc.

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Deposits

In the U.S., the Corporation offers money market
deposit accounts and certificates of deposit through the Bank.
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, and are 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 markets credit-related life and
disability insurance and offers credit protection products to
credit card and other consumer loan Customers of the Bank, and
markets credit insurance to Customers of MBNA Europe and MBNA
Canada. These insurance and credit protection products are
marketed only to the Corporations loan Customers, and only
in conjunction with their loan accounts with the Corporation and
not any other loan accounts.

In the U.S., a third-party vendor manages the
sale, retention and administration of these products. In the
U.K., MBNA Europe directly manages the sale and retention of
these products, with a vendor managing the administration of
these products. Customer acceptance of these products generally
has been higher in the U.K. than in the U.S.

Internet

The Corporation offers several Internet-based
products and services, including real time online account
access, credit card, consumer loan and deposit online
applications, online balance transfers and online shopping and
security features.

Marketing

The Corporation markets its products primarily
through endorsements from associations, financial institutions,
commercial firms and others. The Corporation directs its
marketing efforts primarily to members and customers of these
endorsing organizations, 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
organizations and businesses, including professional
associations, financial institutions, colleges and universities,
sports teams and major retailers.

Credit cards issued to the organizations
members or customers usually carry custom graphics and the name
and logo of the endorsing organization. The Corporation may also
develop a customized marketing program for an endorsing
organization when it offers its credit card and other consumer
loan accounts to the organizations members or customers.
In addition to servicing the accounts, the Corporation offers
economic incentives to the endorsing organizations.

The Corporations marketing approach
includes personal interest and regional affinity programs for
people with strong common interests, but without a specific
group affiliation. Personal interest programs are offered
through purchased targeted lists.

The Corporations endorsing relationships
include co-branded cards with commercial firms, including
professional sports teams and retailers. These programs
typically include incentives for Customers to purchase services
or merchandise from the co-branding firm. In the U.S., the
Corporation also offers sales finance accounts to finance
purchases through certain retailers or service providers.

The Corporation enters into agreements with the
organizations that endorse its products. The organization grants
to the Corporation the exclusive right to market the
Corporations products to the organizations members
or customers and provides its endorsement and its mailing list.
Some organizations, such as financial institutions, also conduct
marketing activities for the Corporation. The endorsing
agreements generally have a term of five years. The economic
incentives the Corporation pays to the endorsing organizations
typically

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include payments based on new accounts,
activation and revenue sharing (for example, a percentage of
finance charges or of sales volume on accounts of members or
customers of the endorsing organization). In some cases the
Corporation advances future compensation to the organization.
The Corporation awards certain Customers, who may include
members or customers of the endorsing organizations, points
based on spending volumes. The Customers may redeem the points
for merchandise or services. In some cases the Corporation is
responsible for the cost of the rewards and in other cases the
endorsing organization is responsible for the cost of the
rewards. In some cases, the Corporation pays the endorsing
organization a portion of the cost of the rewards when the
endorsing organization is responsible for them.


The Corporation primarily uses direct mail,
telemarketing, person-to-person and Internet marketing to market
its credit cards and other products. Numerous different
marketing campaigns are developed each year and customized for
the Corporations endorsing organizations, generating
millions of direct mail pieces designed to add accounts and
promote account usage. The Corporations in-house
advertising agency designs custom graphics for credit cards and
prepares direct mail programs and advertisements. The
Corporation conducts Internet marketing through a combination of
banner, e-mail, search engine and other 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 U.S. through MBNA Marketing Systems, Inc., (MBNA
Marketing Systems) a subsidiary of the Bank. The
Corporation markets credit cards and other consumer loans in the
U.K. and Ireland and credit cards in Spain through MBNA Europe
and in Canada through MBNA Canada.

The Corporation selectively purchases credit card
and other consumer loan portfolios from other financial
institutions. Generally, the Corporation purchases portfolios
when it can also obtain endorsements from the seller for an
ongoing program or from third parties. See Loan
Receivables on pages 22 through 25 of the 2002 Annual
Report to Stockholders, which is incorporated herein by
reference, for the amount of the Corporations portfolio
purchases.

MBNA Marketing Systems has regional offices in
Maine, Ohio, Texas, Maryland, Georgia, New Jersey, California
and New York. MBNA Europe has its headquarters in Chester,
England and offices in London, England, and Carrick-on-Shannon
and Dublin, Ireland. Also, in the third quarter of 2002, MBNA
Europe opened a new branch in Las Rozas, Spain and began
marketing in Spain. MBNA Canada has its headquarters in the City
of Ottawa, Ontario and a sales and marketing office in Montreal,
Quebec. These regional 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 has 16 telemarketing
facilities in 10 states. As of December 31, 2002, it
employed approximately 4,200 people in telemarketing, the
majority of whom worked part-time. The telemarketing
organization generates new accounts by calling prospects
obtained from membership or customer lists of endorsing
organizations and other prospect lists.

In 2002, the Corporation added approximately 34%
of its new accounts in the U.S. (excluding accounts acquired
through portfolio acquisitions) through telemarketing. In future
periods, the Corporation expects to rely less on telemarketing
and more on other marketing channels, such as the Internet,
because of changing consumer attitudes and acceptance of
telemarketing and federal and state regulatory initiatives such
as do-not-call lists that may restrict telemarketing. See
Regulatory Matters  Telemarketing
Regulation on page 12.

Credit

The credit risk of lending to each Customer is
evaluated through the combination of human judgment and the
application of various credit scoring models and other
statistical techniques. The scoring models and other statistical
techniques use the information available in the Customers
application and credit report. This information provides a
general indication of the applicants willingness and
ability to repay. Models for credit scoring are developed and
modified using statistics to evaluate common applicant
characteristics and their

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correlation to credit risk. Periodically, the
scoring models are validated and, if necessary, realigned to
maintain their predictability.


The Corporation uses an automated decisioning
process to approve applications that present low risk and
decline applications that present high risk. Also, credit
applications for certain of the Corporations credit card
and sales finance accounts are decisioned through an automated
system in order to provide instant financing for Customers
purchases with retailers or service providers. A credit analyst
decides whether or not to approve other applications. Credit
analysts are encouraged to call applicants when they believe
additional information, such as an explanation of delinquencies
or debt levels, may assist the analyst in making the appropriate
credit decision. The credit analyst approves applications and
assigns credit lines based upon an assessment of the
applicants current and projected capacity to repay, and
willingness to repay debt. Important factors in performing this
assessment include income, debt-to-income levels, residence and
employment stability, the rate at which new credit is being
acquired and the manner in which the applicant has handled the
repayment of previously granted credit. An applicant who has
favorable capacity and history characteristics is more likely to
be approved and to receive a relatively higher credit line
assignment. Favorable characteristics include low debt-to-income
levels, a long history of steady employment, and little or no
history of delinquent payments on other debt.

Once the credit analyst makes a decision, further
levels of review are automatically triggered based on an
analysis of the risk of each decision. This analysis is derived
from previous experiential data and makes use of credit scores
and other statistical techniques. Credit analysts also review
applications obtained through pre-approved offers to ensure
adherence to credit standards and assign an appropriate credit
limit as an additional approach to managing credit risk. Credit
lines for existing Customers are regularly reviewed for credit
line increases, and when appropriate, credit line decreases. The
Corporations Loan Review Department independently reviews
selected applications to ensure quality and consistency. Less
than half of the credit applications received by the Corporation
in 2002 were approved.

Prior to acquiring a portfolio, the Corporation
reviews the historical performance and seasoning of the
portfolio (including the portfolios delinquency and loss
characteristics, average balances, attrition rates and
collections performance) and reviews the account management and
underwriting policies and procedures of the financial
institution selling the portfolio. Accounts that have been
purchased by the Corporation were originally opened using
criteria established by financial institutions other than the
Corporation and may not have been subject to the same level of
credit review as accounts established by the Corporation. Once
these accounts have been purchased and transferred to the
Corporation for servicing, they are managed in accordance with
the same policies and procedures as accounts originated by the
Corporation.

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, the
Customers behavior with the Corporations accounts,
and many times a phone call for clarification of the situation.
As a result of these reviews the Corporation may block use of
the accounts, reduce credit lines on certain accounts and/or
increase the annual percentage rates on certain accounts (after
giving the Customer an opportunity to reject the rate increase).

A balanced approach is also used when stimulating
portfolio growth. Risk levels are measured through statistical
models that incorporate payment behavior, employment
information, income 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 account usage while balancing
additional risk.

The Corporation manages fraud risk through a
combination of judgmental reviews and sophisticated technology
to detect and prevent fraud as early as possible. Technologies
and strategies utilized include a neural net based fraud score,
expert systems and fraud specific authorizations strategies.
Address and other demographic discrepancies are investigated as
part of the credit decision to identify and prevent identity
theft.

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Collections

The Corporations collection philosophy,
based on a persistent yet professional approach, is to work with
each Customer with a past due account at an early stage of
delinquency. The Corporation employs several computerized
systems to assist in the collection of past due accounts. These
systems analyze each Customers purchase and repayment
habits, and select accounts for initial contact with the
objective of contacting the highest risk accounts first.
Customers who are experiencing significant financial problems
and who may consider filing for bankruptcy are referred to
specialists who offer alternative payment programs to
bankruptcy, including debt counseling, reduced interest rates
and fixed payment arrangements.

Accounts are worked continually at each stage of
delinquency. The Corporations policy is to charge off
open-end delinquent retail loans by the end of the month in
which the account becomes 180 days contractually past due,
closed-end delinquent retail loans by the end of the month in
which they become 120 days contractually past due and
bankrupt accounts within 60 days of receiving notification
from the bankruptcy courts. The Corporation charges off accounts
of deceased Customers when the loss is determined. Fraudulent
accounts are charged off within 90 days after identifying
the account as fraudulent. Accounts failing to make a payment
within charge-off policy timeframes are written off. Managers
may on an exception basis defer charge-off of an account for
another month, pending continued payment activity or other
special circumstances. Senior manager approval is required on
all such exceptions to charge-off. If an account has been
charged-off, it may be sold to a third party or retained by the
Corporation for recovery.

A Customer account may be re-aged to remove
existing delinquency. The intent of a re-age is to assist
Customers who have recently overcome temporary financial
difficulties, and have demonstrated both the ability and
willingness to resume regular payments, but may be unable to pay
the entire past due amount. To qualify for re-aging, the account
must have been opened for at least one year and cannot have been
re-aged during the preceding 365 days. An account may not
be re-aged more than two times in a five-year period. To qualify
for re-aging, the Customer must also have made payments equal to
a total of three minimum payments within the last 90 days,
including one full minimum payment during the last 30 days.
All re-age strategies are approved by the Corporations
senior management and the Corporations Loan Review
Department. Re-ages can have the effect of delaying charge-offs.
For a discussion on the amount of re-ages and their impact, see
Loan Quality -Delinquencies on pages 30 through 32
of the 2002 Annual Report to Stockholders, which is incorporated
herein by reference. In January 2003, the Corporation
implemented several changes in re-age practices, including
higher minimum monthly payment amounts for re-aged accounts,
that tighten the use of re-ages.

Operations

Account processing services performed by MBNA
Technology, Inc. (MBNA Technology), a wholly-owned
subsidiary of the Bank, include data processing, payment
processing, statement rendering, card production and network
services. MBNA Technologys 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 MBNA Technologys facilities in
Dallas, Texas, and Newark, Delaware. MBNA Technology generates
and mails monthly statements to Customers summarizing account
activity and processes Customer payments. Account processing
services for the Corporations business card products are
provided by a third party vendor.

In 2002, the Corporation launched a multi-phase
project to extend the use of the Corporations U.S. core
Customer information systems to MBNA Europes business in
the U.K. and Ireland. MBNA Canada already uses this system.

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

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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 endorsing
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 Customer and the Corporation enter into an
agreement which governs the terms and conditions of the
Customers account. The Corporation reserves the right to
add or change any terms, conditions, services or features of its
accounts at any time, including increasing or decreasing
periodic finance charges, other charges or minimum payment
terms. The agreement with each Customer provides generally that
the Corporation may apply such changes, when applicable, to
current outstanding balances as well as to future transactions.
In the U.S., the Customer can avoid a rate increase by notifying
the Corporation and then no longer using the account.

A Customer may use an account for purchases and
cash advances. Periodic finance charges are calculated monthly
by multiplying the applicable average daily balance on the
account by the applicable daily periodic rate and by the number
of days in the billing cycle.

Generally, 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 with respect to credit card accounts 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. Generally, finance charges on
credit card accounts are not assessed 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.

The Corporation anticipates increasing the
required minimum monthly payment amounts for its credit card
loan accounts in the U.S. in the fourth quarter of 2003. Credit
card Customers in the U.S. are generally required to make a
minimum monthly payment equal to the lesser of the sum of
finance charges and fees assessed that month plus $15, or 2.25%
of the outstanding balance on the account. After the change,
credit card Customers will generally be required to make a
minimum monthly payment equal to 2.0% of the outstanding balance
on the account, or 2.25% of the outstanding balance for accounts
that are over their credit limit or 90 or more days delinquent
and for certain other accounts. Increasing minimum monthly
payment amounts will likely reduce the Corporations credit
card loan receivables and the interest income on those
receivables in future periods. The impact is not expected to be
material in 2003 because the Corporation anticipates making the
change late in 2003. The impact in 2004 will depend on the
actual payment patterns of Customers after the change, whether
or not the Customers who pay down more quickly the account
balance reuse the available credit, and other factors that are
difficult to predict or quantify. Also, the impact could vary
based on activation programs or other actions the Corporation
will take to attempt to limit the impact.

The Corporations other consumer loan
accounts include accounts with a minimum monthly payment similar
to credit card accounts, and with a fixed monthly payment
amount. On the accounts with a fixed monthly payment amount,
Customers take advances on the account and repay the advances
over a fixed term with a fixed monthly payment amount, with the
term and payment amount reset with each new advance.

The Corporation offers fixed and variable rates
on accounts and also offers temporary promotional rates. In the
U.S., variable rates are offered at a percentage rate tied to
the U.S. prime rate published in The Wall Street Journal. See
Interest Rate Sensitivity on pages 40 though 42
of the 2002 Annual Report to Stockholders, which is incorporated
herein by reference, for further discussion of the interest
rates on the Corporations accounts.

The Corporation assesses annual, late, overlimit,
returned check, cash advance, express payment, and other
miscellaneous fees earned on the Corporations credit card
and other consumer loans in accordance with each Customers
account agreement.

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International

The Corporations international activities
are primarily performed through the Banks two foreign bank
subsidiaries, MBNA Europe and MBNA Canada. See Note 26:
Foreign Activities on page 75 of the 2002 Annual Report to
Stockholders, which is incorporated herein by reference, for
certain financial information on the Corporations
international activities. The Corporation has been marketing
credit card products through MBNA Europe since 1993 and credit
card products through MBNA Canada since 1997. MBNA Europe and
MBNA Canada also offer other consumer loan products. The
Corporation uses substantially the same business strategy and
operating methods in its international activities as it does in
the U.S.. Although MBNA Europe relies on third party vendors for
some processing functions, it uses substantially the same
processes as are used in the U.S.

Regulatory Matters

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
Board of Governors of the Federal Reserve System (the
Federal Reserve Board), the Federal Deposit
Insurance Corporation (the FDIC) and the Office of
the Comptroller of the Currency (the OCC). See
Regulatory Impact on page 17 of the 2002 Annual
Report to Stockholders, which is incorporated herein by
reference. In addition, numerous federal and state laws and
regulations affect the activities of the Corporation. This
regulatory framework is intended primarily for the protection of
depositors and deposit insurance funds and not for the
protection of security holders.

Set forth below is a description of the material
elements of the laws, regulations, policies and other regulatory
matters affecting the Corporation and its subsidiaries. The
description is qualified in its entirety by reference to the
full text of the statutes and regulations that are described.

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 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 Gramm-Leach-Bliley Act, enacted in 1999 and
discussed below, broadened the range of permissible activities.

The Bank and MBNA Delaware are subject to
supervision and examination by the OCC, the banks primary
regulator. The Bank and MBNA Delaware are insured by, and
therefore also are subject to the regulations of, the FDIC and
are 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 Europe is subject to regulation and
supervision by the U.K. Financial Services Authority, the
Federal Reserve Board and the OCC. MBNA Canada is subject to
regulation and supervision by the Office of the Superintendent
of Financial Institutions, the Canadian Deposit Insurance
Corporation, the Federal Reserve Board 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
and MBNA Delaware are subject to limitations on the dividends
they may pay to the Corporation. The Corporation may also be
subject to limitations on the payment of dividends to
stockholders. See Dividend Limitations on page 36 of
the 2002 Annual Report to Stockholders, which is incorporated
herein by reference. In addition, the Corporation, the

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Bank and MBNA Delaware 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.
Moreover, neither the Bank nor MBNA Delaware may pay a dividend
if it is undercapitalized or would become undercapitalized as a
result of paying the dividend. Banking regulators have 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 and its non-bank subsidiaries
may borrow or otherwise obtain credit from, sell assets to, or
engage in certain other transactions with, the Bank and MBNA
Delaware, the Corporations U.S. bank subsidiaries. In
general, these restrictions require that any such extensions of
credit must be secured by designated amounts of specified
collateral and the aggregate of such transactions are limited,
as to any one of the Corporation or its non-bank subsidiaries,
to 10% of the U.S. banking subsidiarys capital stock and
surplus, and as to the Corporation and all such non-bank
subsidiaries in the aggregate, to 20% of the U.S. banking
subsidiarys capital stock and surplus.

Extensions of credit and other transactions
between one of the Corporations U.S. banking subsidiaries
on the one hand, and the Corporation or one of its non-bank
subsidiaries, on the other, must be on terms and under
circumstances, including credit standards, that are
substantially the same or at least as favorable to the
Corporations U.S. banking subsidiary as those prevailing
at the time for comparable transactions between the
Corporations U.S. banking subsidiary and non-affiliated
companies.

Capital
Requirements

The Corporation is subject to risk-based capital
guidelines adopted by the Federal Reserve Board for bank holding
companies. The Bank and MBNA Delaware are subject to similar
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, qualifying
non-cumulative perpetual preferred stock, a limited amount of
qualifying cumulative perpetual preferred stock and minority
interests in the equity accounts of consolidated subsidiaries,
less goodwill and certain other intangible assets
(Tier 1 capital). The remainder may consist of
mandatory convertible debt securities, a limited amount of
subordinated debt, other preferred stock that does not qualify
as Tier 1 capital and a limited amount of reserves for
possible credit losses (Tier 2 capital and together
with Tier 1 capital, Total capital). In addition,
the Federal Reserve Board has adopted a minimum leverage ratio
(Tier 1 capital to average total assets less goodwill and
certain other intangible assets) of 3% for bank holding
companies that have the agencys highest supervisory rating
or have implemented the Federal Reserves market risk
capital measure, and 4% for all other bank holding companies.
See Table 8: Regulatory Capital Ratios on
page 35 and Capital Adequacy on pages 34
through 36 of the 2002 Annual Report to Stockholders, which is
incorporated herein by reference. Bank 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.

The U.S. federal bank regulatory agencies
risk-capital guidelines are based upon the 1988 capital accord
of the Basel Committee on Banking Supervision (the
BIS). The BIS is a committee of central banks and
bank supervisors/regulators from the major industrialized
countries that develops broad policy guidelines that each
countrys supervisors can use to determine the supervisory
policies they apply. In January 2001, the BIS released a
proposal to replace the 1988 capital accord with a new capital
accord that would set capital requirements for operational risk
and refine the existing capital requirements for credit risk and
market risk exposures. Operational risk is defined to mean the
risk of direct or indirect loss resulting from inadequate or
failed internal processes, people and systems or from external
events. The 1988 capital accord does not include separate
capital requirements for operational risk. The BIS has stated
that its objective is to complete a new capital accord in the
fourth quarter of 2003 and for member countries to implement the
new accord at year

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end 2006. The ultimate timing for a new accord,
and the specifics of capital assessments for addressing
operational risk, are uncertain. However, the Corporation
expects that a new capital accord addressing operational risk
will eventually be adopted by the BIS and implemented by the
U.S. federal bank regulatory agencies. The new capital
requirements that may arise out of a new BIS capital accord
could increase minimum capital requirements applicable to the
Corporation and its subsidiaries.


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 non-deposit obligation of the Bank
to the Corporation is subordinate in right of payment to
deposits, and certain obligations of the Bank to the Corporation
are subordinate in right of payment to certain other
indebtedness of the Bank. In the event of the Corporations
bankruptcy, any commitment by the Corporation to a federal bank
regulatory agency to maintain the capital of the Bank will be
assumed by the bankruptcy trustee and entitled to priority of
payment.

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, 2002 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 capital to
risk-adjusted assets of at least 6%, a ratio of Total 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, 2002, the Bank had brokered deposits of
$8.3 billion.

The Bank and MBNA Delaware are 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 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 and MBNA Delaware in
the future will depend in part upon the risk assessment
classification assigned 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.

Because of favorable loss experience and a
healthy reserve ratio in the BIF, well capitalized and well
managed banks, including the Corporations U.S. bank
subsidiaries, have in recent years paid no premiums for FDIC
insurance. In the future, even well capitalized and well managed
banks may be required to pay premiums on deposit insurance. The
amount of any such premiums will depend on the outcome of
legislative and regulatory initiatives as well as the BIF loss
experience and other factors.

The Deposit Insurance Funds Act of 1996
(DIFA) also separated the Financing Corporation
(FICO) assessment to service the interest on its
bond obligations from the BIF and the Savings Association

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Insurance Fund 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. The current FICO annual
assessment rate is 1.68 cents per $100 of deposits.


Regulation
of the Credit Card and Other Consumer Lending Businesses in the
U.S.

The relationship between the Corporation and its
Customers in the U.S. is extensively regulated by federal and
state consumer protection laws. The Truth in Lending Act
requires consumer lenders to make certain disclosures along with
their applications (for credit card accounts) and solicitations,
upon opening an account and with each periodic statement. The
Act also imposes certain substantive requirements and
restrictions on lenders 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 that lenders 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
lenders as users of consumer credit reports. For instance, the
Act prohibits the use of a consumer credit report by a lender
except in connection with a proposed business transaction with
the consumer. The Act also requires that lenders notify
consumers when the lenders take adverse action based upon
information obtained from credit reporting agencies. Portions of
the Act pre-empt state law and establish a uniform, national
standard for financial institutions using consumer credit
reports. Aspects of that pre-emption will expire on
January 1, 2004 unless Congress acts to extend it.
Expiration may allow states to pass more restrictive laws in
areas such as pre-screening of consumers for pre-approved offers
of credit, notifying consumers regarding adverse action, content
of credit reports, and information sharing among affiliates.
Such laws may, among other things, make it more difficult for
the Corporation to share information among its affiliates,
reduce the availability and effectiveness of pre-approved
marketing, and both increase the cost and reduce the efficiency
of credit decisions by the Bank and MBNA Delaware.

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
loan 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 and MBNA
Delaware 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 and MBNA Delawares nationwide lending
activities.

The National Bank Act also permits the banks to
provide debt cancellation and debt suspension products to their
loan customers. The OCC has adopted new regulations governing
the offering of these products by national banks, including new
requirements to provide written disclosures to consumers and
obtain written acknowledgement from consumers of their receipt
of such disclosures. These regulations are not expected to
adversely impact the Banks ability to offer debt
cancellation and debt suspension products.

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

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addition, national and state banks with different
home states are permitted to merge across state lines, with
approval of the appropriate federal banking agency, unless the
home state of a participating bank passed legislation that
expressly prohibits interstate bank mergers. Also, a bank may
establish and operate a de novo branch in a state in which the
bank does not maintain a branch if that state expressly permits
de novo branching.


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 that are so burdensome or onerous as to
significantly interfere with the exercise by a national bank of
the powers granted to it under Section 92 are preempted,
subject to certain exemptions. In addition, as discussed below,
the Gramm-Leach-Bliley Act allows qualifying financial holding
companies to engage in insurance agency and underwriting
activities and financial subsidiaries of national banks to
engage in insurance agency activities. State laws that would
prevent the exercise of such powers are preempted.

Financial
Modernization Legislation: The Gramm-Leach-Bliley Act

The Gramm-Leach-Bliley Act:



| |   |                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | allows bank holding companies meeting management,
    capital and Community Reinvestment Act standards to engage in a
    substantially broader range of nonbanking activities than are
    otherwise permissible, including insurance underwriting and
    agency, underwriting and dealing in securities, and making
    merchant banking investments in commercial companies;
|
| |  | allows insurers and other financial services
    companies to acquire banks;                                                                                                                                                                                                                                                                                                    
|
| |  | removed various restrictions that previously
    applied to bank holding company ownership of securities firms
    and mutual fund advisory companies; and                                                                                                                                                                                                                      
|
| |  | establishes the overall regulatory structure
    applicable to bank holding companies that also engage in
    insurance and securities operations.                                                                                                                                                                                                                              

In order for a bank holding company to engage in
the broader range of activities that are permitted by the
Gramm-Leach-Bliley Act, all of its depository institutions must
be well capitalized and well managed and it must file a
declaration with the Federal Reserve Board that it elects to be
a financial holding company. In addition, to
commence any new activity permitted by the Gramm-Leach-Bliley
Act and to acquire any company engaged in any new activity
permitted by the Gramm-Leach-Bliley Act, each insured depository
institution of the financial holding company must have received
at least a satisfactory rating in its most recent
examination under the Community Reinvestment Act.

The Gramm-Leach-Bliley Act also allows a national
bank to own a financial subsidiary engaged in certain of the
nonbanking activities authorized for financial holding
companies. The national bank must meet certain requirements,
including that it and all of its depository institution
affiliates be well capitalized and well managed. Also, to
commence any new activity or acquire any company engaged in any
new activity, the national bank must have at least a
satisfactory Community Reinvestment Act examination
rating. In addition, it must obtain approval of the OCC.

Privacy

The Gramm-Leach-Bliley Act also modified laws
related to financial privacy. The financial privacy provisions
generally prohibit a financial institution, including the
Corporation, from disclosing nonpublic personal information
about consumers to third parties unless consumers have the
opportunity to opt out of the disclosure. A
financial institution is also required to provide an annual
privacy notice to its customers. The Gramm-Leach-Bliley Act
permits states to adopt more restrictive privacy laws. A number
of states have

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adopted more restrictive privacy laws, including
laws prohibiting sharing of customer information without the
customers prior permission, and other state legislatures
are considering similar laws. State legislatures are also
considering laws prohibiting financial institutions, including
the Corporation, from disclosing nonpublic personal information
about consumers to affiliates unless consumers have the
opportunity to opt out of the disclosure. These laws
may make it more difficult for the Corporation to share Customer
information with its marketing partners and among its affiliates
and reduce the effectiveness and increase the cost of marketing
programs.


Telemarketing
Regulation

The Federal Telephone Consumer Protection Act,
among other provisions, requires telemarketers to restrict
calling to certain hours of the day and maintain a list of
individuals asking to be included on that telemarketers
do-not-call list. In January 2003, the Federal Trade
Commission issued final regulations further restricting
telemarketing by establishing a national do not call
list on which consumers may place themselves and which
telemarketers must obtain to exclude all such consumers from
telemarketing calls. The Federal Communications Commission is
expected to amend the implementing regulations under the
Telephone Consumer Protection Act to match the Federal Trade
Commissions provisions. Over the past few years, almost
all states have passed or are considering similar legislation
requiring telemarketers to obtain and suppress state-sponsored
do-not-call lists separate from the federally
required company-by-company do not call lists. All
of these laws and regulations provide sanctions for
non-compliance and increase the cost and decrease the efficiency
of the Corporations telemarketing.

USA
PATRIOT Act

On October 26, 2001, the President signed
into law comprehensive anti-terrorism legislation known as the
USA PATRIOT Act of 2001 (the USA Patriot Act).
Title III of the USA Patriot Act substantially broadened
the scope of U.S. anti-money laundering laws and regulations by
imposing significant new compliance and due diligence
obligations, creating new crimes and penalties and expanding the
extra-territorial jurisdiction of the U.S.

The U.S. Treasury Department
(Treasury) has issued a number of regulations
implementing the USA Patriot Act that apply certain of its
requirements to financial institutions, including the
Corporations bank subsidiaries. The regulations impose new
obligations on financial institutions to maintain appropriate
policies, procedures and controls to detect, prevent and report
money laundering and terrorist financing. Treasury is expected
to issue a number of additional regulations that will further
clarify the USA Patriot Acts requirements.

Failure of a financial institution to comply with
the USA Patriot Acts requirements could have serious legal
and reputational consequences for the institution. The
Corporation believes it has adopted appropriate policies,
procedures and controls to address compliance with the
requirements of the USA Patriot Act under the existing
regulations. It will continue to revise and update its policies,
procedures and controls to reflect changes required by the USA
Patriot Act and Treasurys regulations.

Regulation
of International Business

As with banking and consumer credit regulation in
the U.S., the Corporations international businesses are
subject to extensive regulation.

U.S.
Regulation of International Business

The Corporations investments in MBNA Europe
and MBNA Canada, and any further investments the Corporation may
decide to make in MBNA Europe or MBNA Canada or in any other
company outside the United States, are subject to regulations
adopted by the Federal Reserve Board pursuant to the BHCA and
the Federal Reserve Act. Among other things, under certain
circumstances these regulations require approval of the Federal
Reserve Board to acquire, establish or make investments in
companies outside the United States.

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These regulations could limit the
Corporations ability to expand the business of MBNA Europe
or MBNA Canada, as well as the Corporations ability
otherwise to expand its operations outside the United States.


International
Regulation of MBNA Europe

In the U.K., MBNA Europe is regulated by various
agencies with broad investigatory, supervisory and enforcement
powers. MBNA Europes primary regulator in the U.K. is the
Financial Services Authority (FSA). The FSA uses a
risk-based supervision methodology.

In order to establish the FSA as the single
statutory body for financial business, the U.K. has enacted
Financial Services and Markets Act 2000 (FSMA). The
FSMA gives the FSA its legal and regulatory powers and
establishes its framework of control, including with respect to
the conduct of senior management and MBNA Europes business
practices.

Other regulatory bodies in the U.K. are: the
Office of the Information Commissioner, formerly the Data
Protection Commissioner, which enforces the provisions of, and
oversees compliance with, data protection legislation; The
Office of Fair Trading, which grants consumer licenses, enforces
the substantive provisions of consumer credit legislation and
regulates fair trade and competition; and the Office of
Telecommunication which oversees compliance with
telecommunications licensing rules and regulations.

MBNA Europes business in the U.K. is
subject to numerous laws and regulations. The U.K. Consumer
Credit Act 1974 requires lenders of consumer credit to have a
Consumer Credit License. This Act governs the procedures for
entering into credit card agreements, the provision of
information to customers and the termination of agreements and
imposes joint and several liability on the credit card issuer
and the merchant for breach of contract or misrepresentation in
connection with goods and services purchased with a credit card.

MBNA Europe is subject to increasing levels of
consumer protection regulation in the U.K. The U.K.
Governments focus on consumer indebtedness may lead to
restrictions on the supply of credit, requirements for greater
transparency of information to consumers and increased
regulation. The U.K. Office of Fair Trading has been given
increased powers under the Enterprise Act 2002 to act on
consumer complaints. The U.K. Government is carrying out a
review of the Consumer Credit Act 1974, which may lead to
stricter licensing requirements, additional restrictions on
marketing practices, and additional disclosures for consumers.
In addition, the European Commission has issued a draft amended
Consumer Credit Directive which is in its consultation phase.
This draft, if adopted, could further regulate the manner in
which MBNA Europe markets and delivers its products.

Interchange rates in the U.K. have been
challenged recently. Interchange income is a fee paid by a
merchant bank to the card-issuing bank through the interchange
network as compensation for risk, grace period, and other
operating costs. The U.K. Office of Fair Trading issued its
preliminary conclusions arising out of the Notice under
Rule 14 of the Competition Act 1998, against MasterCard
U.K. Members Forum; the conclusions find that the interchange
fee paid by merchant acquirers to card issuers in the U.K. is
anti-competitive, and that the agreement between
MasterCards U.K. members for interchange leads to an
unjustifiably high fee being paid to card issuing banks. At this
time, it is not possible to determine what impact the
preliminary conclusions will have on MBNA Europes business.

The Data Protection Act 1998 requires data
controllers to register under this Act and establishes
principles to ensure data is processed fairly and securely, and
gives consumers a right of access to the data held on them.
Similar provisions apply in Ireland and Spain.

The Unfair Contracts Terms Act 1977 and the
Unfair Terms in Consumer Contracts Regulations 1999 prohibit
terms in consumer contracts which are unfair to the consumer and
impose limits on the extent to which civil liability for breach
of contract can be avoided by means of contract terms.

MBNA Europe has operated in Ireland since 1997
through a branch (MBNA Ireland) established under
the European Union 2nd Banking Directive. Capital and liquidity
requirements are governed by FSA regulation. MBNA Ireland is
otherwise subject to Irish consumer credit laws enforced by the
Office of the Director of Consumer Affairs under the Irish
Consumer Credit Act 1995 and Ireland banking laws under the

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Central Bank of Ireland and Financial Services
Authority. Increases in, or the introduction of, finance charges
on Customers accounts are subject to agreement by the
Office of the Director of Consumer Affairs.


MBNA Europe has operated in Spain since September
2002 through a branch (MBNA Spain) established under
the European Union 2nd Banking Directive. Capital and liquidity
requirements are governed by FSA regulations. MBNA Spain is
otherwise subject to Spanish consumer credit laws enforced by
the Bank of Spain. Data protection laws, while European Union
Directive driven, are enforced by the Spanish Data Protection
Agency.

MBNA Europe in the U.K. currently complies with
the Association of British Insurers voluntary regulations
applicable to credit insurance. In January 2005, the FSA will
become the single governmental body that will regulate insurance
and MBNA Europe will be governed by the FSA when offering credit
or other insurance related products to its Customers. The effect
of this regulatory change on MBNA Europes insurance
products will depend on the final regulations adopted by the FSA.

International
Regulation of MBNA Canada

MBNA Canada was incorporated by letters patent as
a Schedule II Bank pursuant to the Bank Act (Canada). As is
required by the Bank Act, MBNA Canada obtained an order
permitting it to commence business in November 1997. It is a
wholly owned subsidiary of the Bank and is thus a foreign bank
for the purposes of regulatory supervision in Canada. The
Canadian banking regulatory regime in which MBNA Canada operates
is a comprehensive system based on the provisions of the Bank
Act, the regulations made under the Bank Act and guidelines and
policy statements published by the Office of the Superintendent
of Financial Institutions (Canada) (OSFI). MBNA
Canada is also a member institution of the Canada Deposit
Insurance Corporation.

The Cost of Borrowing (Banks) Regulations made
pursuant to the Bank Act set out, among other things, the
requirements imposed on MBNA Canada regarding disclosure of
interest charges, the inclusion of certain charges, the cost of
borrowing, and the disclosure of the cost of borrowing.

MBNA Canada is subject to requirements regarding
banking policies, procedures and standards. Among other things,
the Bank Act requires the board of directors of a Canadian bank
to establish investment and lending policies, procedures and
standards. MBNA Canada must adhere to investment and lending
standards that a reasonable and prudent person would apply and
that avoid undue risk of loss and obtain a reasonable return. In
addition, MBNA Canada must maintain adequate capital and
adequate and appropriate forms of liquidity, and must comply
with regulations and OSFI guidelines or policy statements
relating to capital and liquidity requirements.

The Protection of Personal Information and
Electronic Documents Act (PPIEDA) establishes a code
of conduct for the collection, use and disclosure of personal
information. The code requires that personal information be
retained, used and disclosed with consent of the individual to
whom it relates, that an individual be given access to his or
her personal information and that the personal information be
accurate. The provisions of PPIEDA are monitored by the Privacy
Commissioner. The Financial Consumer Agency of Canada is
responsible for oversight of consumer protection measures
applicable to federally regulated financial institutions.

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 and make other consumer loans.
Strategies used by the Corporations competitors include
targeted marketing, low introductory rates, no annual fee credit
cards, balance transfers with promotional rates 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.

14



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##### Table of Contents



Employees

As of December 31, 2002, the Corporation had
approximately 28,000 employees.

Important Factors Regarding Forward-Looking
Statements

From time to time the Corporation may make
forward-looking oral or written 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. Words such as
believe, expect, anticipate,
intend or similar expressions are intended to
identify forward-looking statements. Such statements speak only
as of the date on which they are made. The Corporation
undertakes no obligation to update publicly or revise any such
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:

Legal
and Regulatory

The banking and consumer credit industry is
subject to extensive regulation and examination. Changes in
federal and state laws and regulations affecting banking,
consumer credit, bankruptcy, privacy, consumer protection or
other matters could materially impact the Corporations
performance. In recent years, changes in policies and regulatory
guidance issued by banking regulators, and affecting credit card
and consumer lending in particular, have had a significant
impact on the Corporation and are likely to continue to do so in
the future. The Corporation cannot predict the impact of these
changes. The impact of changes in bank regulatory guidance is
particularly difficult to assess as the guidance in recent years
has provided, and is likely to continue to provide, considerable
discretion to bank regulators in interpreting how the guidance
should be applied generally or to particular lenders.In
addition, the Corporation could incur unanticipated litigation
or compliance costs.

Competition

The Corporations business is highly
competitive. See Competition above. 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 of the
U.S. or in other markets in which the Corporation does business
may cause an increase in delinquencies and credit losses and
reduce new account and loan 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 credit quality of the Corporations
credit card and other consumer loans, the composition of the
Corporations loans between credit card and other consumer
loans, general economic conditions, the success of the
Corporations collection efforts and the seasoning of the
Corporations accounts.

Interest
Rate Increases

An increase in interest rates could increase the
Corporations cost of funds and reduce its net interest
margin. The Corporations ability to manage the risk of
interest rate increases in the U.S. and other markets is
dependent on its overall product and funding mix and its ability
to successfully reprice outstanding loans. See Interest
Rate Sensitivity on pages 40 through 42 of the 2002
Annual Report to Stockholders, which is incorporated herein by
reference, for a discussion of the Corporations efforts to
manage interest rate risk.

15



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##### Table of Contents



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. See Liquidity Management on
pages 36 through 40 of the 2002 Annual Report to
Stockholders, which is incorporated herein by reference, for a
discussion of the Corporations liquidity.

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, as well as different
acceptance and use in international markets.

New
Products and Markets

The Corporations performance could be
affected by difficulties or delays in the development of new
products or services, including products or services other than
credit card and other consumer loans, and in the expansion into
new international markets. These may include the failure of
Customers to accept products or services when planned, losses
associated with the testing of new products, services or
markets, 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
or in new markets, which may affect the success of such efforts.

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, obtain funding for significant capital
investments and selectively pursue loan portfolio acquisitions.

Available Information.

The Corporation maintains an Internet website at
http://www.mbna.com/aboutinvestor.html, where the
Corporation makes available free of charge on or through its
Internet website, its annual report of Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act
of 1934 (the Exchange Act) as soon as reasonably
practicable after it electronically files such materials with,
or furnishes them to, the Securities and Exchange Commission
(SEC). In the event the Corporations Internet
website is temporarily unavailable or the Corporation ceases to
provide such information on or through such website free of
charge, the Corporation will voluntarily provide electronic or
paper copies of its filings free of charge upon request.

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 Technology conducts its processing from an
approximately 587,000 square foot facility that the Corporation
owns in Dallas, Texas as well as from approximately 548,000
square feet of office space at the Corporations facilities
in Newark, Delaware.

16



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##### Table of Contents



MBNA Marketing Systems has its headquarters in
Camden, Maine, and regional offices in Belfast, Maine,
Cleveland, Ohio, Dallas, Texas (part of MBNA Technologys
facility), Kennesaw, Georgia, Hunt Valley, Maryland, Aliso
Viejo, California, Newark, New Jersey and New York City. These
facilities are owned by the Corporation, except for the leased
New York City and Aliso Viejo offices.

MBNA Marketing Systems has telesales and other
facilities in Delaware, New Hampshire, Ohio, Pennsylvania and in
several locations in Maine. Most of these facilities are owned
by the Corporation.

MBNA Europe has approximately 392,000 square feet
of administrative offices and credit card facilities that it
owns in Chester, England. It has leased sales offices in London,
England and it conducts operations in Ireland from owned
facilities in Dublin, Ireland as well as a 121,000 square foot
operations center in Carrick-on-Shannon, Ireland. In September
2002, MBNA Europe opened an 80,000 square foot leased office in
Las Rozas, Spain.

MBNA Canada has approximately 200,000 square feet
of owned office space for its credit card operations in the City
of Ottawa and 5,000 square feet of leased space in Montreal,
Quebec.

ITEM 3.     LEGAL
PROCEEDINGS

In May 1996, Andrew B. Spark filed a lawsuit
against MBNA Corporation (the Corporation), MBNA
America Bank, N.A. (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 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 attorneys 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 by the District Court. In August 2001, the Court
entered an order approving a settlement payout of approximately
$5.1 million, including attorneys fees. Various
members of the class who had filed objections to the proposed
settlement appealed the order approving the settlement to the
Third Circuit Court of Appeals. In September 2002, the Third
Circuit Court of Appeals affirmed the District Court order
approving the settlement. The Corporation issued checks or
credits to class members to implement the settlement in February
2003.

In October 1998, Gerald D. Broder filed a lawsuit
against the Corporation and the Bank in the Supreme Court of New
York, County of New York. This suit is a 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 attorneys fees for
an alleged breach of contract, common law fraud and violation of
New York consumer protection statutes. In April 2000, summary
judgment was granted to the Corporation and the Bank on the
common law fraud claim and a class was certified by the Court.
In November 2001, the court gave preliminary approval to the
settlement of this suit for an estimated $18.0 million,
including fees and costs.

In February 2001, Midland Credit Management Inc.
and certain of its affiliates filed a lawsuit against the Bank
in the Superior Court of the State of Arizona, County of
Maricopa. The plaintiffs purchased charged-off loans from the
Bank in late 1999 and early 2000. They claimed that Bank
representatives committed fraud and made misrepresentations
about the Banks collection efforts on the loans that
affected the value of the loans. They claimed damages for
$60.0 million based on the difference between what they
expected to collect and actually collected on the loans trebled
under the Arizona RICO statute. The Bank denied that its
representatives made misrepresentations to plaintiffs and
disputed the plaintiffs damages calculations. The lawsuit
was settled on March 21, 2003 for $11.1 million.

Several U.S. merchants have filed class action
suits against MasterCard International Incorporated
(MasterCard) and Visa U.S.A., Inc.
(Visa) (MasterCard and Visa are collectively
referred to herein as Associations) under U.S.
federal antitrust law. The Corporation and its affiliates are
not parties to these suits. However, the Corporations
banking subsidiaries, including the Bank are member banks of
MasterCard

17



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##### Table of Contents



and Visa and thus may be affected by these suits.
The following description of the suits is based primarily on
MasterCard Incorporateds disclosure in its quarterly
report on Form 10-Q for the period ended September 30,
2002. Commencing in October 1996, several class action suits
were brought by a number of U.S. merchants against MasterCard
and Visa. Those suits were later consolidated in the U.S.
District Court for the Eastern District of New York. The
plaintiffs challenge MasterCards and Visas rules
requiring merchants who accept their credit cards for payment to
accept their debit cards. The plaintiffs claim that MasterCard
and Visa unlawfully have tied acceptance of debit cards to
acceptance of credit cards and have conspired to monopolize the
point-of-sale debit card market. The plaintiffs allege that the
plaintiff class has been forced to pay unlawfully high prices
for debit and credit card transactions as a result of the
alleged tying arrangements and monopolization practices. There
are related consumer class actions pending in two state courts
that have been stayed pending developments in the
merchants suits. MasterCard and Visa have denied the
merchants allegations. The district court granted the
plaintiffs motion for class certification, a panel of the
Second Circuit Court of Appeals affirmed, and in June 2002, the
U.S. Supreme Court denied MasterCards and Visas
petition for a writ of certiorari on the issue of class
certification. Both sides have filed motions for summary
judgment which have been fully briefed and argued and are
pending decision by the court. A trial date has been set for
April 28, 2003. Based upon publicly available information,
the plaintiffs previously have asserted damage claims of
approximately $8.0 billion, before mandatory trebling under
U.S. federal antitrust law. Certain press reports place the
plaintiffs estimated damage claims at approximately
$13.0 billion to $16.0 billion, or more, before
trebling. These figures reflect claims asserted and should not
be construed as an acknowledgement of the reliability of the
figures presented. MasterCard stated that it believes that it is
not currently possible to estimate the impact, if any, that
ultimate resolution of this matter will have on its results of
operations, financial position or cash flows. The Corporation
and its affiliates are not a party to these suits and therefore
will not be directly liable for any amount related to these
suits. Also, the Corporations banking subsidiaries have
issued only credit cards and not debit cards, and it is the
acceptance of debit cards which is at issue in these suits.
However, if a judgment is entered against MasterCard and Visa,
then the plaintiffs, the Associations or the Associations
creditors may seek to assess or otherwise assert claims against
the Associations member banks, including the
Corporations banking subsidiaries, to satisfy the
judgment. In addition, even if no claim is asserted against the
Associations member banks, the impact of a judgment
against the Associations could adversely affect the business
operations of the member banks. The outcome of these suits, the
amount of any possible judgment against the Associations, and
the likelihood, amount and validity of any claims against the
Associations member banks, including the
Corporations banking subsidiaries, resulting from these
suits, cannot be determined at this time.


The Corporation, the Bank and their affiliates
are commonly subject to various pending or threatened legal
proceedings, including certain class actions, arising out of the
normal course of business. In view of the inherent difficulty of
predicting the outcome of such matters, the Corporation cannot
state what the eventual outcome of these matters will be.
However, the Corporation believes, based on current knowledge
and after consultation with counsel, that the outcome of such
matters will not have a material adverse effect on the
Corporations consolidated financial condition or results
of operations.

ITEM
4.     SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS

During the fourth quarter of 2002, 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 as of February 19, 2003 is set forth
below.

Charley M. Cawley (62) has been Chief
Executive Officer of the Corporation since November 2002 and has
been President and a director of the Corporation since January
1991. He also served as Chief Executive Officer of the Bank from
1990 to May 2002. He served as Chairman of the Bank from 1991 to
2002 and as President from 1985 to 2002. He has been a director
of the Bank since 1982. He has more than 40 years of
management experience in the financial services industry. He was
the senior member of the management

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team that founded the Bank in 1982 and has
directed its activities since that time. A graduate of
Georgetown University and a former member of its Board of
Directors, Mr. Cawley also serves on the boards of the
University of Delaware, St. Benedicts Preparatory School,
the George Bush Presidential Library Foundation, and the
National Urban League.


Randolph D. Lerner (41) has been Chairman of
the Corporation since November 2002 and was Vice Chairman from
August 2002 until November 2002. He also has been a director of
the Corporation and the Bank since April 1993. He is the owner
and Chairman of the Cleveland Browns football team and is a
partner in Securities Advisors, L.P., which he has managed since
September 1991. He is Chairman of the Board of Trustees of the
New York Academy of Art, and a member of the Board of Trustees
of the Hospital for Special Surgery in New York City. He is a
member of the District of Columbia and New York Bar Associations
and is Norma Lerners son.

Bruce L. Hammonds (54) has served as
Chairman of the Bank since January 2002 and as Chief Executive
Officer of the Bank since May 2002. He has been a Vice Chairman
of the Corporation since August 2002. He served as the Chief
Operating Officer of the Bank from 1990 to May 2002. He has
33 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.

John R. Cochran III (51) has served as
President of the Bank since January 2002 and Chief Operating
Officer of the Bank since May 2002. He has been Vice Chairman of
the Corporation since August 2002. He served as the Chief
Marketing Officer of the Bank from April 1991 to May 2002. He
has 30 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.

Richard K. Struthers (47) has served as the
Chief Loan Officer of the Corporation since August 2002. He has
also served as a Senior Executive Vice Chairman of the Bank
since May 2002. He has been the Chairman and Chief Executive
Officer of MBNA Europe Bank Limited since December 2002. He is
responsible for MBNA Europe, MBNA Canada, consumer finance, and
portfolio acquisition. He has held several management positions
at MBNA, overseeing most of the major operating divisions. He
has 26 years of experience in consumer lending and was a
member of the group that established the Bank in 1982.

Lance L. Weaver (48) has served as the Chief
Administrative Officer of the Corporation since August 2002. He
also has served as a Senior Executive Vice Chairman of the Bank
since May 2002 and as the Chief Administrative Officer of the
Bank since April 2001. He was Chairman of MasterCard
International Inc. during 2001 and 2002. He has 28 years of
experience in consumer lending and administration and has been
with the Corporation for 12 years. He has been a director
of the Bank since February 1993.

Gregg Bacchieri (47) has served as an
Executive Vice Chairman of the Bank since November 2002 and was
an Executive Vice President of the Corporation from July 1997 to
August 2002. He is responsible for U.S. Card Business
Operations, which includes credit, loss prevention, portfolio
management, and customer satisfaction. He is a member of the
MasterCard International Operations Committee. He has
25 years of management experience in consumer lending and
was a member of the management team that established the Bank in
1982.

Kenneth F. Boehl (48) has served as a Senior
Vice Chairman of the Bank since January 2002 and an Executive
Vice President of the Corporation from July 1997 to August 2002.
He has been the Senior Control Officer of the Bank since April
1992. He is responsible for control activities, which includes
portfolio risk management, compliance and control, audit and
information security. He has 28 years of experience in the
financial services industry and has been with the Corporation
and its predecessor companies for 27 years.

Frank P. Bramble Sr. (54) has served as an
Executive Vice Chairman of the Bank since December 2002 and as a
Vice Chairman of the Corporation since November 2002. He is Vice
Chairman of the Corporations Finance and Loan Committee.
He is responsible for corporate planning, resource allocation
and corporate oversight of all financial activities. He formerly
served as chairman of Allfirst Financial and chief executive,
USA Division for AIB Group, Allfirsts parent company.
Mr. Bramble previously held senior positions with

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NationsBank Maryland. He also served as CEO of
Maryland National Bank and MNC Financial Inc. He has
35 years of management experience in the financial services
industry.


Douglas R. Denton (56) has served as a
Senior Vice Chairman of the Bank since July 2002. He oversees
the Technology sector and is responsible for data processing,
payment processing, statement rendering, card production and
network services. His 33-year career has included a broad range
of experience within the financial services industry and he has
been with the Corporation for 14 years.

M. Scot Kaufman (53) has served as
Chief Financial Officer of the Corporation since July 1992. He
has also served as Executive Vice Chairman of the Bank since
January 2000 and served as its Chief Financial Officer from 1985
to 2000. He was previously also a Senior Executive Vice
President, Treasurer and Chief Accounting Officer of the
Corporation. He has 32 years of experience in the financial
services industry and has been with the Corporation and its
predecessor companies for 32 years. He has been a director
of the Bank since 1986.

Michael G. Rhodes (37) has served as an
Executive Vice Chairman and Chief Marketing Officer of the Bank
since July 2002. He was an Executive Vice President of the
Corporation from August 1998 to August 2002. He oversees U.S.
credit card marketing and business development. He was on the
Board of the U.S. region of MasterCard International Inc. in
2002 and served as Chairman of the Board in 2000 and 2001. He
has 12 years of experience in the financial services
industry and has been with the Corporation for 11 years. He
is Mr. Cawleys son-in-law.

John W. Scheflen (56) has served as a Senior
Vice Chairman of the Bank since January 2003. He has served as
Chief Counsel of the Corporation since March 1992. He has also
served as Assistant Secretary of the Corporation since August
2002 and as Assistant Secretary of the Bank since September
2002. He served as Secretary and Cashier of the Bank and
Secretary of the Corporation from March 1992 until June 2002. He
is responsible for all corporate legal and corporate governance
matters. He has 28 years of experience in law and has been
with the Corporation for 11 years.

David W. Spartin (45) has served as Senior
Vice Chairman of the Bank since January 2002 and Secretary of
the Corporation since August 2002. He oversees investor
relations, media relations, communications, and administration.
He has 24 years of experience in the financial services
industry and has been with the Corporation and its predecessor
companies for 22 years.

Kenneth A. Vecchione (48) has served as a
Senior Vice Chairman of the Bank since July 2002 and Chief
Financial Officer of the Bank since October 2000. He was an
Executive Vice President of the Corporation from April 2001 to
August 2002. He previously served as Chief Financial Officer at
AT&T Universal Card Services. Prior to that he served as
Chief Financial Officer and Group Executive of First Data
Corporations Electronic Funds Management business. He also
worked for 17 years with Citicorp, where he was Chief
Financial Officer of Citicorp Credit Card business prior to
joining First Data Corporation. He has 26 years experience
in the financial services industry and has been with the
Corporation for 5 years.

Vernon H. C. Wright (60) has served as an
Executive Vice Chairman of the Bank since July 2002. He has been
the Chief Corporate Finance Officer of the Corporation since
July 1992 and Chief Corporate Finance Officer of the Bank since
1991. He oversees foreign and domestic treasury activities,
including structured products, investment portfolios, and
interbank funding. He is also responsible for all global capital
markets and corporate finance activities. He has more than
34 years of experience in consumer and corporate banking
and has been with the Corporation and its predecessor companies
for 34 years. He has been a director of the Bank since
November 1992.

20



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##### Table of Contents






PART II






|        |                                                                              
|------- | -----------------------------------------------------------------------------
|ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY
    AND RELATED STOCKHOLDER MATTERS

Common Stock Price Range and
Dividends on page 83 and Dividend
Limitations on page 36 of the 2002 Annual Report to
Stockholders are incorporated herein by reference.
Securities Authorized for Issuance Under Equity
Compensation Plans on page 20 of the Definitive Proxy
Statement is incorporated herein by reference.






|        |                        
|------- | -----------------------
|ITEM 6. | SELECTED FINANCIAL DATA

Ten-Year Statistical Summary on
pages 12 and 13 of the 2002 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 14 through 45 of the 2002 Annual Report to
Stockholders is incorporated herein by reference.






|         |                                                               
|-------- | --------------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK

Interest Rate Sensitivity on
pages 40 through 42 and Foreign Currency Exchange
Rate Sensitivity on page 42 of the 2002 Annual Report
to Stockholders are incorporated herein by reference.






|        |                                                
|------- | -----------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA

The Report of Independent Auditors,
the Consolidated Financial Statements and Notes to the
Consolidated Financial Statements, and the Quarterly
Data on pages 47 through 82 of the 2002 Annual Report
to Stockholders are incorporated herein by reference.






|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
    ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.




PART III






|         |                                                       
|-------- | ------------------------------------------------------
|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE
    REGISTRANT

Election of Directors on pages 4
through 6 in the Definitive Proxy Statement is incorporated
herein by reference.






|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

Corporate Governance on pages 7
and 8, Executive Compensation on pages 17
through 21 and Compensation Committee Interlocks and
Insider Participation on page 16 in the Definitive
Proxy Statement are incorporated herein by reference.






|         |                                                                                                         
|-------- | --------------------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND 
     MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Management and
Certain Beneficial Owners on pages 2 and 3 in the
Definitive Proxy Statement and Securities Authorized for
Issuance Under Equity Compensation Plans on page 20
in the Definitive Proxy Statement are incorporated herein by
reference.

21



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##### Table of Contents








|         |                                                   
|-------- | --------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS

Compensation Committee Interlocks and
Insider Participation on page 16 and Certain
Relationships on page 23 in the Definitive Proxy
Statement are incorporated herein by reference.






|         |                        
|-------- | -----------------------
|ITEM 14. | CONTROLS AND PROCEDURES

As required by SEC rules, the Corporations
management (including the Chief Executive Officer and the Chief
Financial Officer) conducted an evaluation of the
Corporations disclosure controls and procedures (as such
term is defined in Rule 13a-14(c) under the Exchange Act)
within 90 days prior to the filing date of this annual
report as described in the Certifications in this report. Based
on such evaluation, the Corporations Chief Executive
Officer and Chief Financial Officer concluded as of the date of
such evaluation that the Corporations disclosure controls
and procedures were effective in alerting them on a timely basis
to material information required to be included in the
Corporations reports filed or submitted under the Exchange
Act, particularly during the period in which this annual report
was being prepared. There were no significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of such
evaluation.




PART IV






|         |                                                                     
|-------- | --------------------------------------------------------------------
|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
    REPORTS ON FORM 8-K

1.     The following are
incorporated herein by reference from the pages designated in
the 2002 Annual Report to Stockholders:

|                                                                                                                        |  |      |       | 
|----------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | 
|                                                                                                                        |  | Page
|                                                                                                                        |  |     
|Report of Independent Auditors                                                                                          |  |      | 47    | 
|Consolidated Statements of Financial Condition,
    December 31, 2002 and 2001                                          |  |      | 48    | 
|Consolidated Statements of Income for the years
    ended December 31, 2002, 2001 and 2000                              |  |      | 49    | 
|Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 31,
    2002, 2001 and 2000 |  |      | 50    | 
|Consolidated Statements of Cash Flows for the
    years ended December 31, 2002, 2001 and 2000                          |  |      | 51    | 
|Notes to the Consolidated Financial Statements                                                                          |  |      | 52-81 | 

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, the 1996
Form 10-K, the 1997 Form 10-K, the 1998
Form 10-K, the 1999 Form 10-K, the 2000 Form 10-K
and the 2001 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, 1996, 1997, 1998, 1999, 2000 and
2001, respectively.

|            |  |                                                                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 3.1 |  | Articles of Incorporation, as amended and
    supplemented (incorporated by reference to Exhibit 3.1 of
    Form 10-Q for the quarter ended March 31, 1998).
|Exhibit 3.2 |  | Bylaws, as amended.                                                                                                                                         

22



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|             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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* |  | 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 4.4  |  | Junior Subordinated Indenture, dated as of
    December 18, 1996 between the Registrant and The Bank of
    New York as Debenture Trustee (incorporated by reference to
    Exhibit 4(c) of 1997 Form S-4), as supplemented by the
    First Supplemental Indenture, dated as of June 27, 2002
    (incorporated by reference to Exhibit 4.2 to the Current Report
    on Form 8-K filed on June 26, 2002) and by the Second
    Supplemental Indenture, dated as of November 27, 2002
    (incorporated by reference to Exhibit 4.2 to the Current
    Report on Form 8-K filed on November 26, 2002).                                                                                    
|Exhibit 4.5  |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Exhibit 4.6  |  | 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 4.7  |  | 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 4.8  |  | 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 4.9  |  | Amended and Restated Trust Agreement, dated as of
    March 31, 1997, between the Registrant and The Bank of New
    York (incorporated by reference to Exhibit 4.10 of 2001
    Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Exhibit 4.10 |  | Guarantee Agreement, dated as of March 31,
    1997 between the Registrant and The Bank of New York
    (incorporated by reference to Exhibit 4.11 of 1997
    Form 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Exhibit 4.11 |  | Amended and Restated Trust Agreement, dated as of
    June 27, 2002, between the Registrant and The Bank of New
    York (incorporated by reference to Exhibit 4.1 to the
    Current Report on Form 8-K filed on June 26, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Exhibit 4.12 |  | Guarantee Agreement, dated as of June 27,
    2002, between the Registrant and The Bank of New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Exhibit 4.13 |  | Amended and Restated Trust Agreement, dated as of
    November 27, 2002, between the Registrant and The Bank of New
    York (incorporated by reference to Exhibit 4.1 to the
    Current Report on Form 8-K filed on November 26, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.14 |  | Guarantee Agreement, dated as of
    November 27, 2002, between the Registrant and The Bank of
    New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Exhibit 4.15 |  | The Agency Agreement, dated as of July 17,
    1997 (incorporated by reference to Exhibit 4.12 of 1999
    Form 10-K), as amended by Amendment No. 1, dated as of
    April 10, 2001(incorporated by reference to
    Exhibit 4.12 of 2000 Form 10-K), and as further
    amended by Amendment No. 2, dated as of April 10, 2002
    (filed herewith), among MBNA America Bank, N.A., Bank One Trust
    Company, N.A., as global agent, Bank One, N.A., London Branch,
    as London paying agent and London issuing agent, Bank One Trust
    Company, N.A., as registrar and New York paying agent, and
    Credit Agricole Indosuez, as transfer agent and Luxembourg
    paying agent.

23



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|                |  |                                                                                                                                                                                                                                                                                                                                                                                                            
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 4.16*   |  | Trust Deed, dated May 7, 1999, among MBNA
    Europe Funding PLC, MBNA America Bank, N.A. and Bankers Trustee
    Company Limited, as modified by the First Supplemental Trust
    Deed, dated May 8, 2000, the Second Supplemental Trust Deed,
    dated May 4, 2001, and the Third Supplemental Trust Deed dated
    May 8, 2002.                                                                        
|Exhibit 10.1    |  | License Agreement with MasterCard (incorporated
    by reference to Exhibit 10.3 of 1990 Form S-1).                                                                                                                                                                                                                                                                                                        
|Exhibit 10.2    |  | License Agreement with VISA (incorporated by
    reference to Exhibit 10.4 of 1990 Form S-1).                                                                                                                                                                                                                                                                                                              
|Exhibit 10.3    |  | Share Purchase Agreement with Alfred Lerner
    (including Registration Rights Agreement) (incorporated by
    reference to Exhibit 10.10 of 1990 Form S-1).                                                                                                                                                                                                                                               
|Exhibit 10.4    |  | Senior Competitive Advance and Revolving Credit
    Facility Agreement dated as of March 31, 2000, among MBNA
    America Bank, N.A., MBNA International Bank Limited, and MBNA
    Corporation and certain lenders and the Bank of America, N.A. as
    Administrative Agent (incorporated by reference to
    Exhibit 10.1 of Form 10-Q for the quarter ended
    March 31, 2000).                       
|Exhibit 10.5    |  | Multicurrency Revolving Credit and Sterling
    Acceptance Facility Agreement dated as of June 5, 2000,
    among MBNA International Bank Limited, certain lenders and
    Lloyds Bank PLC as Agent (incorporated by reference to
    Exhibit 10.5 of 2000 Form 10-K).                                                                                                                                     
|Exhibit 10.6**  |  | Form of Executive Non-Compete Agreement
    (incorporated by reference to Exhibit 10 of Form 10-Q
    for the quarter ended September 30, 1999).                                                                                                                                                                                                                                                           
|Exhibit 10.7**  |  | 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 10.8**  |  | 1997 Long Term Incentive Plan and Policies, as
    amended (incorporated by reference to Exhibit 10 of
    Form 10-Q for the quarter ended September 30, 2002)
    and form of Stock Option Grant (incorporated by reference to
    Exhibit 10.9 of 1997 Form 10-K).                                                                                                                                       
|Exhibit 10.9**  |  | Form of Restricted Stock Agreement (incorporated
    by reference to Exhibit 10.9 of 1995 Form 10-K).                                                                                                                                                                                                                                                                                                      
|Exhibit 10.10** |  | Restricted Stock Agreement, dated as of
    March 8, 2000 (incorporated by reference to
    Exhibit 10.3 of Form 10-Q for the quarter ended
    March 31, 2000).                                                                                                                                                                                                                                           
|Exhibit 10.11** |  | MBNA Corporation Supplemental Executive
    Retirement Plan.                                                                                                                                                                                                                                                                                                                                               
|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).                                                                                                                                                       
|Exhibit 10.13** |  | MBNA Corporation Senior Executive Performance
    Plan (incorporated by reference to Exhibit 10 of
    Form 10-Q for the quarter ended March 31, 2001).                                                                                                                                                                                                                                                    
|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** |  | Agreement dated December 6, 2002 between the
    Registrant and Charles M. Cawley.                                                                                                                                                                                                                                                                                                                         
|Exhibit 10.17** |  | Agreement dated December 15, 2002 between
    the Registrant and Norma Lerner.                                                                                                                                                                                                                                                                                                                             

24



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|             |  |                                                                                                          
|------------ |  | ---------------------------------------------------------------------------------------------------------
|Exhibit 12   |  | Computation of Ratio of Earnings to Combined
    Fixed Charges and Preferred Stock Dividend Requirements.
|Exhibit 13   |  | 2002 Annual Report to Stockholders.                                                                      
|Exhibit 21   |  | Subsidiaries of the Corporation.                                                                         
|Exhibit 23   |  | Consent of Independent Auditors.                                                                         
|Exhibit 99.1 |  | Section 906 Chief Executive Officer Certification.                                                       
|Exhibit 99.2 |  | Section 906 Chief Financial Officer Certification.                                                       




|  |                                                                                                  
|- | -------------------------------------------------------------------------------------------------
|* | 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.

4.     Reports on
Form 8-K



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Report dated October 17, 2002,
    reporting MBNA Corporations earnings release for the third
    quarter of 2002.                                                                                                                                                                                                                                                                                                                                                                      
|
| | 2. Report dated October 29, 2002,
    reporting the securitization of $300.0 million of credit card
    loan receivables by MBNA America Bank, N.A.                                                                                                                                                                                                                                                                                                                                         
|
| | 3. Report dated October 31, 2002,
    reporting the net credit losses and loan delinquency ratios for
    MBNA America Bank, N.A., for its loan receivables and managed
    loans for October 2002.                                                                                                                                                                                                                                                                                         
|
| | 4. Report dated November 5, 2002,
    reporting MBNA Corporations new Chairman and new Chief
    Executive Officer, and a new Director.                                                                                                                                                                                                                                                                                                                                                    
|
| | 5. Report dated November 19,
    2002, reporting the securitization of $1.5 billion of credit
    card loan receivables by MBNA America Bank, N.A.                                                                                                                                                                                                                                                                                                                                          
|
| | 6. Report dated November 26,
    2002, reporting that on November 21, 2002, the prospectus
    included in Registration Statement No. 333-45814-02 filed
    on Form S-3 on September 14, 2000, was supplemented in
    connection with the proposed issuance and sale of 8,000,000 MBNA
    Capital E 8.10% Trust Originated Preferred Securities,
    Series E, and attaching as exhibits thereto certain
    documents relating to the proposed issuance and sale of such
    securities.
|
| | 7. Report dated November 30,
    2002, reporting the net credit losses and loan delinquency
    ratios for MBNA America Bank, N.A., for its loan receivables and
    managed loans for November 2002.                                                                                                                                                                                                                                                                                       
|
| | 8. Report dated December 18,
    2002, reporting the securitization of $500.0 million of
    credit card loan receivables by MBNA America Bank, N.A.                                                                                                                                                                                                                                                                                                                                        
|
| | 9. Report dated December 31,
    2002, reporting the net credit losses and loan delinquency
    ratios for MBNA America Bank, N.A., for its loan receivables and
    managed loans for December 2002.                                                                                                                                                                                                                                                                                       
|
| | 10. Report dated January 23, 2003,
    reporting MBNA Corporations earnings release for the
    fourth quarter of 2002.                                                                                                                                                                                                                                                                                                                                                                    
|
| | 11. Report dated January 31, 2003,
    reporting the net credit losses and loan delinquency ratios for
    MBNA America Bank, N.A. for its loan receivables and managed
    loans for January 2003.                                                                                                                                                                                                                                                                                         

25



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##### Table of Contents





| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 12. Report dated February 4, 2003,
    reporting the securitization of $200.0 million of credit card
    loan receivables by MBNA America Bank, N.A.                                          
|
| | 13. Report dated February 12, 2003,
    reporting the securitization of $100.0 million of credit
    card loan receivables by MBNA America Bank, N.A.                                         
|
| | 14. Report dated February 20, 2003,
    reporting the securitization of $200.0 million of credit
    card loan receivables by MBNA America Bank, N.A.                                         
|
| | 15. Report dated February 27, 2003,
    reporting the securitization of $500.0 million of credit
    card loan receivables by MBNA America Bank, N.A.                                         
|
| | 16. Report dated February 28, 2003,
    reporting the net credit losses and loan delinquency ratios for
    MBNA Corporation for its loan receivables and managed loans for
    February 2003.
|
| | 17. Report dated March 6, 2003,
    reporting the securitization of 500.0 million pounds sterling of
    credit card loan receivables by MBNA Europe Bank Limited.                            

26



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##### Table of Contents






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/CHARLES M. CAWLEY | 




| |                         | 
| | ----------------------- | 
| | Charles M. Cawley       | 
| | Chief Executive Officer | 

March 28, 2003

Pursuant to the requirements 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.

|                                                     |  |                                                                                   |  |               
|---------------------------------------------------- |  | --------------------------------------------------------------------------------- |  | --------------
|Signature                                            |  | Title                                                                             |  | Date          
|                                                     |  |                                                                                   |  |               
|/s/ CHARLES M. CAWLEYCharles M. Cawley               |  | Chief Executive Officer, President and Director
    (principal executive officer) |  | March 28, 2003
|                                                    
|/s/ M. SCOT KAUFMANM. Scot Kaufman                   |  | Chief Financial Officer (principal financial and
    accounting officer)          |  | March 28, 2003
|                                                    
|/s/ JAMES H. BERICKJames H. Berick, Esq.             |  | Director                                                                          |  | March 28, 2003
|                                                    
|/s/ BENJAMIN R. CIVILETTIBenjamin R. Civiletti, Esq. |  | Director                                                                          |  | March 28, 2003
|                                                    
|/s/ WILLIAM L. JEWSWilliam L. Jews                   |  | Director                                                                          |  | March 28, 2003
|                                                    
|/s/ NORMA LERNERNorma Lerner                         |  | Director                                                                          |  | March 28, 2003
|                                                    
|/s/ RANDOLPH D. LERNERRandolph D. Lerner, Esq.       |  | Chairman and Director                                                             |  | March 28, 2003
|                                                    
|/s/ STUART L. MARKOWITZStuart L. Markowitz, M.D.     |  | Director                                                                          |  | March 28, 2003
|                                                    
|/s/ MICHAEL ROSENTHALMichael Rosenthal, Ph.D.        |  | Director                                                                          |  | March 28, 2003

27



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##### Table of Contents



Chief Executive Officer
Certification

I, Charles M. Cawley, Chief Executive Officer of
MBNA Corporation, certify that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this annual report on
    Form 10-K of MBNA Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 2. Based on my knowledge, this annual report
    does not contain any untrue statement of a material fact or omit
    to state a material fact necessary to make the statements made,
    in light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    annual report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this annual
    report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have: a)
    designed such disclosure controls and procedures to ensure that
    material information relating to the registrant, including its
    consolidated subsidiaries, is made known to us by others within
    those entities, particularly during the period in which this
    annual report is being prepared; b) evaluated the effectiveness
    of the registrants disclosure controls and procedures as
    of a date within 90 days prior to the filing date of this
    annual report (the Evaluation Date); and c)
    presented in this annual report our conclusions about the
    effectiveness of the disclosure controls and procedures based on
    our evaluation as of the Evaluation Date;
|
| | 5. The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function): a) all significant
    deficiencies in the design or operation of internal controls
    which could adversely affect the registrants ability to
    record, process, summarize and report financial data and have
    identified for the registrants auditors any material
    weaknesses in internal controls; and b) any fraud, whether or
    not material, that involves management or other employees who
    have a significant role in the registrants internal
    controls; and                                                                                                                                                                                             
|
| | 6. The registrants other certifying
    officers and I have indicated in this annual report whether or
    not there were significant changes in internal controls or in
    other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                     |  |                                                                                                   
|-------------------- |  | --------------------------------------------------------------------------------------------------
|Date: March 28, 2003 |  | /s/ CHARLES M. CAWLEY
    ----------------------
    Charles M. Cawley
    Chief Executive Officer

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##### Table of Contents



Chief Financial Officer
Certification

I, M. Scot Kaufman, Chief Financial Officer of
MBNA Corporation, certify that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this annual report on
    Form 10-K of MBNA Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 2. Based on my knowledge, this annual report
    does not contain any untrue statement of a material fact or omit
    to state a material fact necessary to make the statements made,
    in light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    annual report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this annual
    report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and we have:
    a) designed such disclosure controls and procedures to
    ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by
    others within those entities, particularly during the period in
    which this annual report is being prepared; b) evaluated
    the effectiveness of the registrants disclosure controls
    and procedures as of a date within 90 days prior to the
    filing date of this annual report (the Evaluation
    Date); and c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;
|
| | 5. The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function): a) all significant
    deficiencies in the design or operation of internal controls
    which could adversely affect the registrants ability to
    record, process, summarize and report financial data and have
    identified for the registrants auditors any material
    weaknesses in internal controls; and b) any fraud, whether
    or not material, that involves management or other employees who
    have a significant role in the registrants internal
    controls; and                                                                                                                                                                                             
|
| | 6. The registrants other certifying
    officers and I have indicated in this annual report whether or
    not there were significant changes in internal controls or in
    other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                     |  |                                                                                               
|-------------------- |  | ----------------------------------------------------------------------------------------------
|Date: March 28, 2003 |  | /s/ M. SCOT KAUFMAN
    ----------------------
    M. Scot Kaufman
    Chief Financial Officer

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