PX14A6G

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20449

                          Notice of Exempt Solicitation
                       Submitted pursuant to Rule 14a-6(g)

1.       Name of Registrant:

         MBNA Corporation

2.       Name of person relying on exemption:

         College Retirement Equities Fund

3.       Address of person relying on the exemption:

         730 Third Avenue, New York, NY 10017

4.       Written materials. The following written materials are attached:

         Exhibit  1:      Letter from Peter C. Clapman on behalf of Teachers
                          Insurance and Annuity Association - College Retirement
                          Equities Fund

EX-99.1

TEACHERS INSURANCE AND ANNUITY ASSOCIATION                      PETER C. CLAPMAN
COLLEGE RETIREMENT EQUITIES FUND                   SENIOR VICE PRESIDENT & CHIEF
                                                   COUNSEL, CORPORATE GOVERNANCE
730 Third Avenue/New York, NY 10017-3206                     Tel: (212) 916-4232
(212) 490-9000                                               Fax: (212) 916-5813

                                                 April 12, 2004


Dear Fellow MBNA Shareholder:

         I am writing to you on behalf the College Retirement Equities Fund
(CREF), a holder of more than 17.9 million shares of common stock in MBNA, which
has submitted the shareholder resolution (although we were not identified)
requesting that the company adopt a policy that would require that two-thirds of
the directors be independent. We believe that adoption of such a policy will
have a positive long-term effect on the value of your shares and thus urge you
to support our resolution and vote "FOR" Item 4 on the company's proxy card.

         Shareholders in MBNA have a vital interest in this issue. In recent
years, the MBNA board has been comprised of a majority of directors with
personal or business ties to the prior or current senior management. At the same
time, the board has taken actions that, we believe, are contrary to the best
interests of shareholders. These include awards of executive stock compensation,
post retirement benefits and spousal benefits including the personal use of
company airplanes that, we believe, are egregious, in excess of corporate norms,
and an inappropriate use of shareholder assets.

         Our concern about excessive compensation is based on our belief that
compensation policies can provide a window into the board and reveal whether it
functions as a truly independent body. In the case of MBNA, the board's
compensation policies suggest that directors' ties to management have
compromised their independence.

         Our proposal poses a clear question for shareholders: Do you want to be
represented by a board of directors whose actions are guided solely by their
fiduciary responsibility to shareholders?

         We recognize that MBNA has taken significant steps in the past year to
change the composition of the board and address the compensation of the
company's top executives, and we applaud the new leadership's commitment to
enhancing corporate governance. By supporting our proposal, shareholders can
send a strong message urging the board to accelerate these efforts.

         We urge your support for Item 4.

                                                     Very truly yours,


                                                     Peter C. Clapman