Exhibit 4.2


 Exhibit 4.2 
  
 EXECUTION COPY 
  
 THIRD AMENDMENT 
 TO 
 THE MBNA CREDIT CARD MASTER NOTE TRUST 
 AMENDED AND RESTATED TRUST AGREEMENT 

 
 THIS THIRD AMENDMENT TO THE MBNA CREDIT CARD MASTER NOTE TRUST AMENDED AND
RESTATED TRUST AGREEMENT, dated as of June 27, 2003 (the “Amendment”) is by and between MBNA AMERICA BANK, NATIONAL ASSOCIATION, as Beneficiary and Transferor, and WILMINGTON TRUST COMPANY, as Owner Trustee, and acknowledged and
accepted by MBNA CREDIT CARD MASTER NOTE TRUST. 
  
 WHEREAS the
Beneficiary and Transferor and the Owner Trustee have executed that certain Amended and Restated Trust Agreement, dated as of May 24, 2001 (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 “Trust Agreement”); 
  
 WHEREAS MBNA Credit Card Master Note Trust, as Issuer, and The Bank of New York, as Indenture Trustee, have executed that certain Indenture, dated as of May 24, 2001 (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 “Indenture”); 
  
 WHEREAS the Beneficiary and Transferor and the Owner Trustee wish to amend the Trust 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 Trust Agreement as follows: 
  
 SECTION 1. Amendment of Section 2.10. Section 2.10 of the Trust Agreement shall be and hereby is amended by deleting such Section in its entirety and inserting the following text in its place: 
  
 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 the delivery of the following: 
  
 (a) A Master Trust Tax Opinion. 
  
 (b) An Issuer Tax Opinion. 






 (c) An officer’s certificate from the Trust to the Indenture Trustee and the Owner Trustee to the
effect that the Trust reasonably believes that this Amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future. 
  
 (d) Counterparts of this Amendment, duly executed by the parties hereto. 
  
 SECTION 3. Direction to the Owner Trustee. By its execution of this
Amendment, the Beneficiary hereby authorizes and directs the Owner Trustee, pursuant to Sections 2.03, 5.01 and 9.01 of the Trust Agreement, to execute this Amendment. 
  
 SECTION 4. Trust Agreement in Full Force and Effect as Amended. Except as specifically amended or waived hereby, all
of the terms and conditions of the Trust Agreement shall remain in full force and effect. All references to the Trust Agreement in any other document or instrument shall be deemed to mean such Trust Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Trust Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Trust Agreement, as amended by this Amendment, as though the terms
and obligations of the Trust Agreement were set forth herein. 
  
 SECTION 5. 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
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES OF SUCH STATE. 
  
 SECTION 7. Defined Terms and Section References. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such terms in the Trust Agreement and if not in the Trust Agreement, then they shall have the meanings assigned to such terms in the Indenture. All Section or subsection
references herein shall mean Sections or subsections of the Trust Agreement, except as otherwise provided herein. 






 IN WITNESS WHEREOF, the Beneficiary and the Transferor and the Owner 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,
 as Beneficiary and as Transferor

		
	 By:
	 	 /s/    CHRISTOPHER A.
HALMY        


	 Name:
	 	Christopher A. Halmy
	 Title:
	 	First Vice President


  

	 WILMINGTON TRUST COMPANY,
 as Owner Trustee

		
	 By:
	 	 /s/    CHARISSE L.
RODGERS        


	 Name:
	 	Charisse L. Rodgers
	 Title:
	 	Vice President


  
  
 Acknowledged and Accepted: 
  

	MBNA CREDIT CARD MASTER NOTE TRUST
	 By:
	 	 MBNA AMERICA BANK, NATIONAL ASOCIATION,
 as Beneficiary

		
	 By:
	 	 /s/    CHRISTOPHER A.
HALMY        


	 Name:
	 	Christopher A. Halmy
	 Title:
	 	First Vice President