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 15, 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 requesting that the company adopt a
policy that would require that at least 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 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. These
compensation policies indicate to us that directors have not acted independently
from management.

         The company's response to our resolution states that five of seven
directors are independent. We believe, however, that in light of the
longstanding and extensive business, professional, personal, and familial
relationships some of these "independent" directors have with the company and
key managers set forth in other locations of the proxy, most of the board
currently is not independent. The proxy statement refers to the board's
determination that some of these individuals are independent because, among
other reasons, the individuals themselves assert that they believe they are
independent. Shareholders can be skeptical about such independence given that
these same directors were part of the system that produced the excesses
described above.

         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. By supporting our proposal, shareholders can send a
strong message that the board needs to accelerate these efforts.

         We urge your support for Item 4.


                                Very truly yours,



                                Peter C. Clapman