Exhibit 4.1


 Exhibit 4.1 
  
 EXECUTION COPY 
  
 EIGHTH AMENDMENT 
 TO 
 THE MBNA MASTER CREDIT CARD TRUST II 
 POOLING AND SERVICING AGREEMENT 
  
 THIS EIGHTH AMENDMENT TO THE MBNA MASTER CREDIT CARD TRUST II POOLING AND
SERVICING AGREEMENT, dated as of June 27, 2003 (the “Amendment”) is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Seller and Servicer, and THE BANK OF NEW YORK, as Trustee. 
  
 WHEREAS the Seller and Servicer and the Trustee have executed that certain
Pooling and Servicing Agreement, dated as of August 4, 1994 (as amended and supplemented through the date hereof and as the same may be further amended, supplemented or otherwise modified and in effect from time to time, the “Pooling and
Servicing Agreement”); 
  
 WHEREAS the Seller and
Servicer and the Trustee wish to amend the Pooling and Servicing Agreement as provided herein; 
  
 NOW THEREFORE, in consideration of the promises and the agreements contained herein, the parties hereto agree to amend the provisions of the Pooling and Servicing Agreement as follows: 
  
 SECTION 1. Addition of Section 13.18. The Pooling and Servicing
Agreement is hereby amended by adding the following Section 13.18 at the end of Article XIII of the Pooling and Servicing Agreement: 
  
 Section 13.18 Fiscal Year. The fiscal year of the Trust will end on the last day of June of each year. 
  
 SECTION 2. Effectiveness. The amendments provided for by this
Amendment shall become effective upon receipt by the Trustee of the following: 
  
 (a) Notification in writing from each of Moody’s and Standard & Poor’s to the effect that the terms of this Amendment will not result in a reduction or withdrawal of the rating of any outstanding Series
or Class to which it is a Rating Agency. 
  
 (b) Confirmation from
the Seller and Servicer that it has received a copy of the written notification referred to in subsection 2(a) above and that such written notification is satisfactory to the Seller and Servicer in its sole discretion. 
  
 (c) An Opinion of Counsel for the Seller addressed to the Trustee to the
effect that the terms of this Amendment will not adversely affect in any material respect the interests of any Investor Certificateholder. 
  
 (d) Counterparts of this Amendment, duly executed by the parties hereto. 






 SECTION 3. Pooling and Servicing Agreement in Full Force and Effect as Amended. Except as
specifically amended or waived hereby, all of the terms and conditions of the Pooling and Servicing Agreement shall remain in full force and effect. All references to the Pooling and Servicing Agreement in any other document or instrument shall be
deemed to mean such Pooling and Servicing Agreement as amended by this Amendment. This Amendment shall not constitute a novation of the Pooling and Servicing Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound
by the terms and obligations of the Pooling and Servicing Agreement, as amended by this Amendment, as though the terms and obligations of the Pooling and Servicing Agreement were set forth herein. 
  
 SECTION 4. Counterparts. This Amendment may be executed in any number
of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. 
  
 SECTION 5. Governing Law; Submission to Jurisdiction; Agent for Service of
Process. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. The parties hereto declare that it is their intention that this Amendment shall be
regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (a) that this
Amendment involves at least $100,000.00, and (b) that this Amendment has been entered into by the parties hereto in express reliance upon 6 DEL. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally agrees (a) to be
subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b)(1) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint
and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (2) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail
with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (b)(1) or (2) above shall, to the fullest extent permitted by applicable law, have the same legal
force and effect as if served upon such party personally within the State of Delaware. 
  
 SECTION 6. Defined Terms and Section References. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Pooling and Servicing Agreement. All Section or
subsection references herein shall mean Sections or subsections of the Pooling and Servicing Agreement, except as otherwise provided herein. 
  

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 IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused this Amendment to be duly
executed by their respective officers as of the day and year first above written. 
  

	 MBNA AMERICA BANK,
 NATIONAL ASSOCIATION,
 Seller and Servicer

		
	 By:
	 	 /s/    CHRISTOPHER A.
HALMY        


	 Name:
	 	Christopher A. Halmy
	 Title:
	 	First Vice President


  

	 THE BANK OF NEW YORK,
 Trustee

		
	 By:
	 	 /s/    JONATHAN
FARBER        


	 Name:
	 	Jonathan Farber
	 Title:
	 	Assistant Treasurer


  

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