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Exhibit 4.12

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of June 27, 2002, is executed and
delivered by MBNA CORPORATION, a Maryland corporation (the Guarantor) having
its principal office at Wilmington, Delaware 19884, and THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the Guarantee Trustee), for the
benefit of the Holders (as defined herein) from time to time of the Trust
Preferred Securities and Common Securities (each as defined herein and
together, the Securities) of MBNA Capital D, a Delaware statutory business
trust (the Issuer).

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of
June 27, 2002 (the Trust Agreement), among the Guarantor, as Depositor, the
Property Trustee and the Delaware Trustee named therein, the Administrative
Trustees named therein and the Holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing
$300,000,000 aggregate Liquidation Amount (as defined in the Trust Agreement)
of its 8.125% Trust Preferred Securities, Series D, Liquidation Amount $25 per
security) (the Trust Preferred Securities) representing preferred undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in the Trust Agreement;

WHEREAS, the Trust Preferred Securities will be issued by the Issuer and
the proceeds thereof, together with the proceeds from the issuance of the
Issuers Common Securities (as defined herein), will be used to purchase the
Debentures (as defined in the Trust Agreement) of the Guarantor which will be
deposited with The Bank of New York, as Property Trustee under the Trust
Agreement, as trust assets; and

WHEREAS, as incentive for the Holders to purchase Securities the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth
herein, to pay to the Holders of the Securities the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time of the Securities.

ARTICLE I

DEFINITIONS

Section 1.1. DEFINITIONS

As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.





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Affiliateof any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however,that an Affiliate of the
Guarantor shall not be deemed to be an Affiliate of the Issuer. For the
purposes of this definition, controlwhen used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms controllingand controlledhave
meanings correlative to the foregoing.

Board of Directorsmeans either the board of directors of the Guarantor
or any committee of that board duly authorized to act hereunder.

Common Securitiesmeans the securities representing common undivided
beneficial interests in the assets of the Issuer.

Event of Defaultmeans a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however,that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 90 days after receipt of such notice.

Guarantee Paymentsmeans the following payments or distributions,
without duplication, with respect to the Securities, to the extent not paid or
made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Securities, to the extent the Issuer shall have funds on hand available
therefor at such time, (ii) the redemption price, including all accrued and
unpaid Distributions to the date of redemption (the Redemption Price), with
respect to any Securities called for redemption by the Issuer, to the extent
the Issuer shall have funds on hand available therefor at such time, and (iii)
upon a voluntary or involuntary termination, winding up or liquidation of the
Issuer, unless Debentures are distributed to the Holders, the lesser of (a) the
aggregate of the Liquidation Amount plus accrued and unpaid Distributions to
the date of payment and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer after
satisfaction of liabilities to creditors of the Issuer as required by
applicable law (in either case, the Liquidation Distribution).

Guarantee Trusteemeans The Bank of New York, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement, and thereafter means each such
Successor Guarantee Trustee.

Holdermeans any holder, as registered on the books and records of the
Issuer, of any Securities; provided, however,that in determining whether the
holders of the requisite percentage of Securities have given any request,
notice, consent or waiver hereunder, Holder shall not include the Guarantor,
the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee
Trustee.

Indenturemeans the Junior Subordinated Indenture dated as of December
18, 1996, between the Guarantor and The Bank of New York, as trustee, as
supplemented and amended as of the date hereof.





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Majority in aggregate Liquidation Amount of the Securitiesmeans, except
as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the aggregate Liquidation Amount of
all then outstanding Securities issued by the Issuer.

Officers Certificatemeans, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board of Directors of such
Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person, and delivered to the Guarantee Trustee. Any Officers Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:



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| | (a) a statement that each officer signing the Officers Certificate
has read the covenant or condition and the definitions relating thereto;                                                                                                              
|
| | (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers
Certificate;                                                                                                      
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| | (c) a statement that each officer has made such examination or
investigation as, in such officers opinion, is necessary to enable such
officer to express an informed opinion as to whether or not such covenant
or condition has been complied with; and
|
| | (d) a statement as to whether, in the opinion of each officer, such
condition or covenant has been complied with.                                                                                                                                         

Personmeans a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.

Responsible Officerwhen used with respect to the Guarantee Trustee
means any officer of the Guarantee Trustee assigned by the Guarantee Trustee
from time to time to administer its corporate trust matters.

Successor Guarantee Trusteemeans a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

Trust Indenture Actmeans the Trust Indenture Act of 1939, as amended.

ARTICLE II

TRUST INDENTURE ACT

Section 2.1. TRUST INDENTURE ACT; APPLICATION.

(a)     This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.





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(b)     If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 2.2. LIST OFHOLDERS

(a)     The Guarantor will furnish or cause to be furnished to the Guarantee
Trustee:



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| | (i)     semi-annually, not more than 15 days after January 15 and July
15 in each year, a list, in such form as the Guarantee Trustee may
reasonably require, of the names and addresses of the Holders as of such
January 1 and July 1, and                        
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| | (ii)     at such other times as the Guarantee Trustee may request in
writing, within 30 days after the receipt by the Guarantor of any such
request, a list of similar form and content as of a date not more than 15
days prior to the time such list is furnished,
|
| | excludingfrom any such list names and addresses received by the
Guarantee Trustee in its capacity as Securities Registrar.                                                                                                                                          

(b)     The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

Section 2.3. REPORTS BY THE GUARANTEE TRUSTEE

The Guarantee Trustee shall transmit to Holders such reports concerning
the Guarantee Trustee and its actions under this Guarantee Agreement as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Guarantee Trustee shall, within sixty days after each May 15
following the date of this Guarantee Agreement deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such
Section 313(a).

Section 2.4. PERIODIC REPORTS TO THE GUARANTEE TRUSTEE

The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Delivery of such reports, information and documents to the Guarantee Trustee
is for informational purposes only and the Guarantee Trustees receipt of such
shall not constitute constructive notice of any information contained therein,
including the Guarantors compliance with any of its covenants hereunder (as to
which the Guarantee Trustee is entitled to rely exclusively on Officers
Certificates).

Section 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT

The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of





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the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act may be given in the form of an Officers
Certificate.

Section 2.6. EVENTS OF DEFAULT; WAIVER

The Holders of a Majority in aggregate Liquidation Amount of the
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent therefrom.

Section 2.7. EVENT OF DEFAULT; NOTICE

(a)     The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the
Holders, notices of all Events of Default actually known to the Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, that, except in the case of a default in the payment of a Guarantee
Payment, the Guarantee Trustee shall be protected in withholding such notice if
and so long as the Board of Directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests
of the Holders.

(b)     The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

Section 2.8. CONFLICTING INTERESTS.

(a)     The Trust Agreement shall be deemed to be specifically described in
this Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

Section 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE

(a)     This Guarantee Agreement shall be held by the Guarantee Trustee for
the benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance
by such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of





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title shall be effective whether or not conveyancing documents have been
executed and delivered pursuant to the appointment of such Successor Guarantee
Trustee.

(b)     If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

(c)     The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants shall be read into this Guarantee
Agreement against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

(d)     No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:



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| | (i)     prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:



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| | (A)     the duties and obligations of the Guarantee Trustee shall
be determined solely by the express provisions of this Guarantee
Agreement, and the Guarantee Trustee shall not be liable except for
the performance of such duties and obligations as are specifically
set forth in this Guarantee Agreement; and                                                                                                                                                                                                                                                                                                                                                                              
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| | (B)     in the absence of bad faith on the part of the Guarantee
Trustee, the Guarantee Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to
the Guarantee Trustee and conforming to the requirements of this
Guarantee Agreement; but in the case of any such certificates or
opinions that by any provision hereof or of the Trust Indenture Act
are specifically required to be furnished to the Guarantee Trustee,
the Guarantee Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Guarantee Agreement;



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| | (ii)     the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was
negligent in ascertaining the pertinent facts upon which such judgment
was made;                                                                                                                                                                                                  
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| | (iii)     the Guarantee Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a Majority in
aggregate Liquidation Amount of the Securities relating to the time,
method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee, or exercising any trust or power conferred upon
the Guarantee Trustee under this Guarantee Agreement; and





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| | (iv)     no provision of this Guarantee Agreement shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers, if the Guarantee Trustee
shall have reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it under the terms of
this Guarantee Agreement or adequate indemnity against such risk or
liability is not reasonably assured to it.

Section 3.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE

(a)     Subject to the provisions of Section 3.1:



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| | (i)     The Guarantee Trustee may rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document reasonably believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties.                                                                                                                                                                                                                                                                      
|
| | (ii)     Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officers
Certificate unless otherwise prescribed herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (iii)     Whenever, in the administration of this Guarantee Agreement,
the Guarantee Trustee shall deem it desirable that a matter be proved or
established before taking, suffering or omitting to take any action
hereunder, the Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part,
request and rely upon an Officers Certificate which, upon receipt of
such request from the Guarantee Trustee, shall be promptly delivered by
the Guarantor.                                                                                                                                                                              
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| | (iv)     The Guarantee Trustee may consult with legal counsel of its
selection, and the advice or opinion of such legal counsel with respect
to legal matters shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted to be taken by it
hereunder in good faith and in accordance with such advice or opinion.
Such legal counsel may be legal counsel to the Guarantor or any of its
Affiliates and may be one of its employees. The Guarantee Trustee shall
have the right at any time to seek instructions concerning the
administration of this Guarantee Agreement from any court of competent
jurisdiction.                                  
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| | (v)     The Guarantee Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Guarantee Agreement at
the request or direction of any Holder, unless such Holder shall have
provided to the Guarantee Trustee such adequate security and indemnity as
would satisfy a reasonable person in the position of the Guarantee
Trustee, against the costs, expenses (including attorneys fees and
expenses) and liabilities that might be incurred by it in complying with
such request or direction, including such reasonable advances as may be
requested by the Guarantee Trustee; provided that, nothing contained in
this Section 3.2(a)(v) shall be taken to





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| | relieve the Guarantee Trustee, upon the occurrence of an Event of
Default, of its obligation to exercise the rights and powers vested in it
by this Guarantee Agreement.                                                                                                                                                                                                                                                                                                                                                             
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| | (vi)     The Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee, in
its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit.                                                                        
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| | (vii)     The Guarantee Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through its agents or attorneys, and the Guarantee Trustee shall not be
responsible for any misconduct or negligence on the part of any such
agent or attorney appointed with due care by it hereunder.                                                                                                                                                                                   
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| | (viii)     Whenever in the administration of this Guarantee Agreement
the Guarantee Trustee shall deem it desirable to receive written
instructions with respect to enforcing any remedy or right or taking any
other action hereunder, the Guarantee Trustee (A) may request written
instructions from the Holders, (B) may refrain from enforcing such remedy
or right or taking such other action until such written instructions are
received, and (C) shall be protected in acting in accordance with such
written instructions.
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| | (ix)     The Guarantee Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Guarantee Agreement.                                                                                                                                                                                                                                                             

(b)     No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

Section 3.3. INDEMNITY

The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Guarantee Trustee, arising out of or in
connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.





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ARTICLE IV

GUARANTEE TRUSTEE

Section 4.1. GUARANTEE TRUSTEE: ELIGIBILITY

(a)     There shall at all times be a Guarantee Trustee which shall:



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| | (i)     not be an Affiliate of the Guarantor; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | (ii)     be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000, and shall be a corporation meeting the requirements of
Section 310(a) of the Trust Indenture Act. If such corporation publishes
reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority, then, for the
purposes of this Section and to the extent permitted by the Trust
Indenture Act, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.

(b)     If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

(c)     If the Guarantee Trustee has or shall acquire any conflicting
interest within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

Section 4.2. APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE

(a)     Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

(b)     The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor. If an instrument of acceptance by a Successor Guarantee Trustee
shall not have been delivered to the Guarantee Trustee within 30 days after
such removal, the Guarantee Trustee being removed may petition any court of
competent jurisdiction for the appointment of a Successor Guarantee Trustee.

(c)     The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.





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(d)     If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

ARTICLE V

GUARANTEE

Section 5.1. GUARANTEE

The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantors obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

Section 5.2. WAIVER OF NOTICE AND DEMAND

The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

Section 5.3. OBLIGATIONS NOT AFFECTED

The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

(a)     the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Securities to be performed or
observed by the Issuer;

(b)     the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Securities or the
extension of time for the performance of any other obligation under, arising
out of, or in connection with, the Securities;

(c)     any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders





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pursuant to the terms of the Securities, or any action on the part of the
Issuer granting indulgence or extension of any kind;

(d)     the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

(e)     any invalidity of, or defect or deficiency in, the Securities;

(f)     the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

(g)     any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the
foregoing.

Section 5.4. RIGHTS OF HOLDERS

The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
liquidation preference of the Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) any Holder may institute a legal proceeding directly
against the Guarantor to enforce its rights under this Guarantee Agreement,
without first instituting a legal proceeding against the Guarantee Trustee, the
Issuer or any other Person.

Section 5.5. GUARANTEE OF PAYMENT

This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment
of the Guarantee Payments in full (without duplication of amounts theretofore
paid by the Issuer) or upon distribution of Debentures to Holders as provided
in the Trust Agreement.

Section 5.6. SUBROGATION

The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however,that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or





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any indemnity, reimbursement or other agreement, in all cases as a result
of payment under this Guarantee Agreement, if, at the time of any such payment,
any amounts are due and unpaid under this Guarantee Agreement. If any amount
shall be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay over
such amount to the Holders.

Section 5.7. INDEPENDENT OBLIGATIONS

The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI

COVENANTS AND SUBORDINATION

Section 6.1. SUBORDINATION

The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt (as defined in the Indenture) of
the Guarantor, except those made pari passuor subordinate to such obligations
expressly by their terms in the same manner as set forth in Article XIII of the
Indenture.

Section 6.2. PARI PASSU GUARANTEES

The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passuwith the obligations of the Guarantor under any similar Guarantee
Agreements issued by the Guarantor on behalf of the holders of preferred
securities issued by any Trust (as defined in the Indenture).

ARTICLE VII

TERMINATION

Section 7.1. TERMINATION

This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Securities, (ii)
the distribution of Debentures to the Holders in exchange for all of the
Securities or (iii) full payment of the amounts payable in accordance with the
Trust Agreement upon liquidation of the Issuer. Notwithstanding the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated,
as the case may be, if at any time any Holder must restore payment of any sums
paid with respect to Securities or this Guarantee Agreement.





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ARTICLE VIII

MISCELLANEOUS

Section 8.1. SUCCESSORS AND ASSIGNS

All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with a consolidation, merger or sale
involving the Guarantor that is permitted under Article VIII of the Indenture
and pursuant to which the successor or assignee agrees in writing to perform
the Guarantors obligations hereunder, the Guarantor shall not assign its
obligations hereunder.

Section 8.2. AMENDMENTS

Except with respect to any changes which do not adversely affect the
rights of the Holders or the Guarantee Trustee in any material respect (in
which case no consent of the Holders or the Guarantee Trustee, as the case may
be, will be required), this Guarantee Agreement may only be amended with the
prior approval of the Holders of not less than a Majority in Liquidation Amount
of all the outstanding Securities and of the Guarantee Trustee. The provisions
of Article VI of the Trust Agreement concerning meetings of the Holders shall
apply to the giving of such approval.

Section 8.3. NOTICES

Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

(a)     if given to the Guarantor, to the address set forth below or such
other address, facsimile number or to the attention of such other Person as the
Guarantor may give notice to the Holders:



| | MBNA Corporation
Wilmington, Delaware 19884-2721
| | ------------------------------------------------



| | Facsimile No.: 302-456-8545
Attention: Thomas D. Wren
| | -----------------------------------------------------

(b)     if given to the Issuer, in care of the Guarantee Trustee, at the
Issuers (and the Guarantee Trustees) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:



| | MBNA Capital D
c/o MBNA Corporation
Wilmington, Delaware 19884-2721
| | -------------------------------------------------------------------





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| | Facsimile No.: 302-456-8545
Attention: Thomas D. Wren
| | -----------------------------------------------------



| | with a copy to:
| | ---------------



| | The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
| | -------------------------------------------------------------------------------



| | Facsimile No.: 212-815-5915
Attention: Corporate Trust Administration
| | ---------------------------------------------------------------------

(c)     if given to any Holder, at the address set forth on the books and
records of the Issuer.

All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

Section 8.4. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

The Guarantor shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Guarantor or convey, transfer or lease its properties and assets substantially
as an entirety to the Guarantor, unless it has complied with the terms of
Section 8.1 of the Indenture.

Section 8.5. BENEFIT

This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Securities.

Section 8.6. INTERPRETATION

In this Guarantee Agreement, unless the context otherwise requires:

(a)     capitalized terms used in this Guarantee Agreement but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.1;

(b)     a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

(c)     all references to the Guarantee Agreement or this Guarantee
Agreement are to this Guarantee Agreement as modified, supplemented or amended
from time to time;





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(d)     all references in this Guarantee Agreement to Articles and Sections
are to Articles and Sections of this Guarantee Agreement unless otherwise
specified;

(e)     a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

(f)     a reference to the singular includes the plural and vice versa; and

(g)     the masculine, feminine or neuter genders used herein shall include
the masculine, feminine and neuter genders.

Section 8.7. GOVERNING LAW

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.





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THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.



| | MBNA Corporation
| | ----------------



| | By:__________________________
Name: Thomas D. Wren
Title: Vice President
| | ------------------------------------------------------------------------



| | The Bank of New York
as Guarantee Trustee
| | -----------------------------------------



| | By:__________________________
Name:
Title:
| | ------------------------------------------





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---

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GUARANTEE AGREEMENT

Between

MBNA CORPORATION

(as Guarantor)

and

THE BANK OF NEW YORK

(as Trustee)

dated as of

June 27, 2002





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CROSS-REFERENCE TABLE**

|                    |  |              
|------------------- |  | -------------
|Section of          |  | Section of   
|Trust Indenture Act |  | Guarantee    
|of 1939, as amended |  | Agreement    
|                    |  |              
|310(a)              |  | 4.1(a)       
|310(b)              |  | 4.1(c), 2.8  
|310(c)              |  | Inapplicable 
|311(a)              |  | 2.2(b)       
|311(b)              |  | 2.2(b)       
|311(c)              |  | Inapplicable 
|312(a)              |  | 2.2(a)       
|312(b)              |  | 2.2(b)       
|313                 |  | 2.3          
|314(a)              |  | 2.4          
|314(b)              |  | Inapplicable 
|314(c)              |  | 2.5          
|314(d)              |  | Inapplicable 
|314(e)              |  | 1.1, 2.5, 3.2
|314(f)              |  | 2.1, 3.2     
|315(a)              |  | 3.1(d)       
|315(b)              |  | 2.7          
|315(c)              |  | 3.1          
|315(d)              |  | 3.1(d)       
|316(a)              |  | 1.1, 2.6, 5.4
|316(b)              |  | 5.3          
|316(c)              |  | 8.2          
|317(a)              |  | Inapplicable 
|317(b)              |  | Inapplicable 
|318(a)              |  | 2.1(b)       
|318(b)              |  | 2.1          
|318(c)              |  | 2.1(a)       



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|* |  | This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms or
provisions.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------





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##### 



Table of Contents

|                                                               |                                                                            |  |      |    | 
|-------------------------------------------------------------- | -------------------------------------------------------------------------- |  | ---- | -- | 
|                                                               |                                                                            |  | Page
|ARTICLE I DEFINITIONS                                          |                                                                            |  | 1    |   
|                                                               | Section 1.1. Definitions                                                   |  |      | 1  | 
|ARTICLE II TRUST INDENTURE ACT                                 |                                                                            |  | 3    |   
|                                                               | Section 2.1. Trust Indenture Act; Application                              |  |      | 3  | 
|                                                               | Section 2.2. List of Holders                                               |  |      | 4  | 
|                                                               | Section 2.3. Reports by the Guarantee Trustee                              |  |      | 4  | 
|                                                               | Section 2.4. Periodic Reports to the Guarantee Trustee                     |  |      | 4  | 
|                                                               | Section 2.5. Evidence of Compliance with Conditions Precedent              |  |      | 4  | 
|                                                               | Section 2.6. Events of Default; Waiver                                     |  |      | 5  | 
|                                                               | Section 2.7. Event of Default; Notice                                      |  |      | 5  | 
|                                                               | Section 2.8. Conflicting Interests                                         |  |      | 5  | 
|ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE |                                                                            |  | 5    |   
|                                                               | Section 3.1. Powers and Duties of the Guarantee Trustee                    |  |      | 5  | 
|                                                               | Section 3.2. Certain Rights of Guarantee Trustee                           |  |      | 7  | 
|                                                               | Section 3.3. Indemnity                                                     |  |      | 8  | 
|ARTICLE IV GUARANTEE TRUSTEE                                   |                                                                            |  | 9    |   
|                                                               | Section 4.1. Guarantee Trustee: Eligibility                                |  |      | 9  | 
|                                                               | Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee |  |      | 9  | 
|ARTICLE V GUARANTEE                                            |                                                                            |  | 10   |   
|                                                               | Section 5.1. Guarantee                                                     |  |      | 10 | 
|                                                               | Section 5.2. Waiver of Notice and Demand                                   |  |      | 10 | 
|                                                               | Section 5.3. Obligations Not Affected                                      |  |      | 10 | 
|                                                               | Section 5.4. Rights of Holders                                             |  |      | 11 | 





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|                                       |                                                                   |  |      |    | 
|-------------------------------------- | ----------------------------------------------------------------- |  | ---- | -- | 
|                                       |                                                                   |  | Page
|                                       | Section 5.5. Guarantee of Payment                                 |  |      | 11 | 
|                                       | Section 5.6. Subrogation                                          |  |      | 11 | 
|                                       | Section 5.7. Independent Obligations                              |  |      | 12 | 
|ARTICLE VI COVENANTS AND SUBORDINATION |                                                                   |  | 12   |   
|                                       | Section 6.1. Subordination                                        |  |      | 12 | 
|                                       | Section 6.2. Pari Passu Guarantees                                |  |      | 12 | 
|ARTICLE VII TERMINATION                |                                                                   |  | 12   |   
|                                       | Section 7.1. Termination                                          |  |      | 12 | 
|ARTICLE VIII MISCELLANEOUS             |                                                                   |  | 13   |   
|                                       | Section 8.1. Successors and Assigns                               |  |      | 13 | 
|                                       | Section 8.2. Amendments                                           |  |      | 13 | 
|                                       | Section 8.3. Notices                                              |  |      | 13 | 
|                                       | Section 8.4. Consolidation, Merger, Conveyance, Transfer or Lease |  |      | 14 | 
|                                       | Section 8.5. Benefit                                              |  |      | 14 | 
|                                       | Section 8.6. Interpretation                                       |  |      | 14 | 
|                                       | Section 8.7. Governing Law                                        |  |      | 15 |