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                                                                    EXHIBIT 10.7



                                   AMENDMENT


         AMENDMENT (this "Amendment") dated as of September 30, 1998 between
MBNA CORPORATION, a Maryland corporation (the "Company"), and THE BANK OF NEW
YORK, a New York corporation (the "Bank").


                              W I T N E S S E T H:


         WHEREAS, the Company and the Bank are parties to a certain Credit
Agreement dated as of October 5, 1994, as amended October 5, 1994, as of
October 4, 1995, as of June 28, 1996, as of October 2, 1996, as of October 1,
1997 and as of March 9, 1998 (the "Credit Agreement"); and

         WHEREAS, the Company and the Bank desire to amend the Credit Agreement
in certain respects;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                 1.       All capitalized terms used herein shall have the
meanings assigned to such terms in the Credit Agreement.

                 2.       As used in the Credit Agreement, each reference to
the Credit Agreement shall mean the Credit Agreement as amended by this
Amendment and as the same may from time to time be further amended,
supplemented or otherwise modified.

                 3.       The definition of "Termination Date" in Section 1.01
of the Credit Agreement is hereby amended in its entirety to read as follows:

                          "'Termination Date' shall mean the earlier to occur
of:

                          (a)     September 29, 1999 (or any later date agreed
                 to between the Bank and the Company as specified in Section
                 2.01(b)); and

                          (b)     the date on which the Commitment shall
                 terminate in accordance with the provisions of this
                 Agreement."





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                 4.       The Company represents and warrants to the Bank as
follows:

                          (a)     The Company has all requisite power and
         authority to execute and deliver this Amendment and to incur the
         obligations provided for in this Amendment and in the Credit Agreement
         as amended by this Amendment (the "Amended Credit Agreement"), which
         execution, delivery and incurrence have been duly authorized by all
         necessary and proper action.  Except for the consents and approvals
         previously delivered to the Bank, no consent or approval or the taking
         of any other action (including, without limitation, of or by
         shareholders or of or by any governmental department, commission,
         board, bureau, instrumentality or agency) is required as a condition
         to the execution, delivery, performance, validity or enforceability of
         this Amendment or the Amended Credit Agreement.

                          (b)     This Amendment has been duly executed and
         delivered by the Company.  Each of this Amendment and the Amended
         Credit Agreement constitutes the valid and legally binding obligation
         of the Company, enforceable against the Company in accordance with its
         terms, except as such enforceability may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting the
         rights of creditors generally or by equitable principles relating to
         enforceability.

                          (c)     The execution, delivery and performance by
         the Company of this Amendment and of the Amended Credit Agreement do
         not (i) violate any provision of the Company's Organization Documents,
         (ii) violate any order, decree or judgment, or any provision of any
         statute, rule or regulation, (iii) violate or conflict with, result in
         a breach of or constitute (with notice or lapse of time or both) a
         default under any Contractual Obligation to which the Company is a
         party, or (iv) result in the creation or imposition of any lien,
         charge or encumbrance of any nature whatsoever upon any property or
         asset of the Company.

                          (d)     All of the representations and warranties set
         forth in the Amended Credit Agreement are true and correct in all
         material respects on and as of the date hereof as if made on the date
         hereof.

                          (e)     As of the date hereof, there exists no
         Default or Event of Default which has occurred and is continuing.

                 5.       Simultaneously with the execution and delivery of
this Amendment, the Company will execute and deliver to the Bank (a) a
certificate of the Secretary or an Assistant Secretary of the Company (the
"Certificate") which states that attached thereto or set forth therein is a
true and correct copy of all action taken by the Company (which action has not
been modified, amended or rescinded and is in full force and effect) to
authorize the execution, delivery and performance by the Company of this
Amendment (including, without limitation, the extension of the Termination Date
effected by this Amendment) and the performance of the





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Amended Credit Agreement and (b) a favorable written opinion of John W.
Scheflen, General Counsel of the Company, dated the date of this Amendment and
in the form of Annex 1 attached to this Amendment (the "Opinion").

                 6.       The amendments of the Credit Agreement set forth in
this Amendment are limited precisely as written, and, except as expressly
amended by this Amendment, nothing contained in this Amendment shall be deemed
(a) to be a waiver, amendment, modification or other change of any term,
condition or provision of the Credit Agreement (or a consent to any such
waiver, amendment, modification or other change), (b) to prejudice any right or
rights which the Bank may have under the Credit Agreement, or (c) to entitle
the Company to a waiver, amendment, modification or other change of any term,
condition or provision of the Credit Agreement (or a consent to any such
waiver, amendment, modification or other change), or to a consent, in similar
or different circumstances.

                 7.       Except as expressly amended by this Amendment, the
terms and provisions of the Credit Agreement shall remain in full force and
effect.

                 8.       THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                 9.       This Amendment may be executed in two or more
counterparts, each of which shall constitute but one instrument, and shall be
effective as of September 30, 1998 when copies hereof, which, when taken
together, bear the signatures of each of the parties hereto, shall be delivered
to the Bank, together with the Certificate and the Opinion.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers as of the date first written
above.


                                           MBNA CORPORATION



                                           By:     
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                                              Name:   
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                                              Title:  
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                                           THE BANK OF NEW YORK


                                           By:     
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                                              Name:   
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                                              Title:  
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