8-K

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                                   FORM 8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20529

                                CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report:     August 14, 2001


                   MBNA AMERICA BANK, NATIONAL ASSOCIATION
                               on behalf of the
                      MBNA MASTER CREDIT CARD TRUST II
(Issuer of the Collateral Certificate)
AND THE
MBNA CREDIT CARD MASTER NOTE TRUST
(Issuer of the MBNASeries Class A, Class B, and Class C notes)
            (Exact name of registrant as specified in its charter)



  United States                    333-89755                    51-
0331454
- -----------------        -----------------------------       ----------
- ----
(State or other               (Commission File               (IRS
Employer
 jurisdiction of                    Number)
Identification No.)
 incorporation)


                              Wilmington, DE 19884-0781
- -----------------------------------------------------------------------
- -------
                   (Address of principal executive office)



Registrant's telephone number, including area code  (800) 362-6255.
                                                    ---------------


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

On July 20, 2001, MBNA America Bank, National Association (the
"Seller") conveyed to the MBNA Master Credit Card Trust II (the
"Trust") all of the receivables (the "Receivables") in certain
additional credit card
accounts (the "Additional Accounts") of the Seller pursuant to an
Assignment No. 32 of Receivables in Additional Accounts dated as of
July
20, 2001, (the "Assignment").  The principal amount of the Receivables
in
the Additional Accounts on July 20, 2001, was $3,692,520,797.61.  The
Seller conveyed the Receivables in the Additional Accounts to the Trust
pursuant to subsection 2.06(b) of the Pooling and Servicing Agreement.


ITEM 5.  OTHER EVENTS

The MBNASeries Class C(2001-3)notes were issued July 25, 2001.  The net
proceeds from the sale of the notes will be used by the Seller for its
general corporate purposes.

The MBNASeries Class A(2001-2)notes were issued July 26, 2001.  The net
proceeds from the sale of the notes will be used by the Seller for its
general corporate purposes.




Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS
The following are filed as Exhibits to this Report under Exhibit 4:

4.1 The Class C(2001-3) Terms Document to the MBNASeries
Indenture Supplement to the Indenture, dated July 25, 2001,
among MBNA America Bank, National Association, Seller and
Servicer, and The Bank of New York, Trustee.

4.2 The Class A(2001-2) Terms Document to the MBNASeries Indenture
Supplement to the Indenture, dated July 26, 2001, among MBNA
America Bank, National Association, Seller and Servicer, and The
Bank of New York, Trustee.

4.3 The First Amendment to the Class A(2001-1) Terms Document dated,
August 8, 2001, to the MBNASeries Indenture Supplement to the
Indenture, dated July 26, 2001, among MBNA America Bank, National
Association, Seller and Servicer, and The Bank of New York,
Trustee.

4.4 The First Amendment to the Class A(2001-2) Terms Document dated,
August 8, 2001, to the MBNASeries Indenture Supplement to the
Indenture, dated July 26, 2001, among MBNA America Bank, National
Association, Seller and Servicer, and The Bank of New York,
Trustee.



The following are filed as Exhibits to this Report under Exhibit 10:

10.1  Interest Rate Swap Agreement, dated July 25, 2001 between
Westdeutsche Landesbank Girozentrale, New York Branch and MBNA
Credit Card Master Note Trust.


The following are filed as Exhibits to this Report under Exhibit 20:



20.1  MBNASeries Noteholders' Statement for the month ended July
31, 2001.

      20.2 MBNASeries Schedule to the Noteholders' Statement for the
month ended July 31, 2001.










                                SIGNATURES



      Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


Dated:     August 14, 2001


                               MBNA AMERICA BANK, NATIONAL ASSOCIATION



                                    By:         /s/Jack Fioravanti
                                   ----------------------------------
                                    Name:   Jack Fioravanti
                                    Title:  Senior Vice President

EX-4

EXHIBIT 4.1








MBNA CREDIT CARD MASTER NOTE TRUST
as Issuer


CLASS C(2001-3) TERMS DOCUMENT
dated as of July 25, 2001
to
MBNASERIES INDENTURE SUPPLEMENT
dated as of May 24, 2001
to
INDENTURE
dated as of May 24, 2001

THE BANK OF NEW YORK
as Indenture Trustee



THIS CLASS C(2001-3) TERMS DOCUMENT (this "Terms
Document"), by and between MBNA CREDIT CARD MASTER NOTE TRUST, a
statutory business trust organized under the laws of the State of
Delaware (the "Issuer"), having its principal office at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, and THE
BANK OF NEW YORK, a New York banking corporation ( the "Indenture
Trustee"), is made and entered into as of July 25, 2001.

Pursuant to this Terms Document, the Issuer and the Trust
shall create a new tranche of Class C Notes and shall specify the
principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application
Section 1.01. Definitions.  For all purposes of this Terms
Document, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the
plural as well as the singular;
(2) all other terms used herein which are defined in the
Indenture Supplement or the Indenture, either
directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with
generally accepted accounting principles and, except
as otherwise herein expressly provided, the term
"generally accepted accounting principles" with
respect to any computation required or permitted
hereunder means such accounting principles as are
generally accepted in the United States of America at
the date of such computation;
(4) all references in this Terms Document to designated
"Articles," "Sections" and other subdivisions are to
the designated Articles, Sections and other
subdivisions of this Terms Document as originally
executed;
(5) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Terms
Document as a whole and not to any particular
Article, Section or other subdivision;
(6) in the event that any term or provision contained
herein shall conflict with or be inconsistent with
any term or provision contained in the Indenture
Supplement or the Indenture, the terms and provisions
of this Terms Document shall be controlling;
(7) each capitalized term defined herein shall relate
only to the Class C(2001-3) Notes and no other
tranche of Notes issued by the Issuer; and
(8) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Accumulation Reserve Funding Period" shall mean, (a) if
the Accumulation Period Length is determined to be one (1) month, there
shall be no Accumulation Reserve Funding Period and (b) otherwise, the
period (x) commencing on the earliest to occur of (i) the Monthly
Period beginning three (3) calendar months prior to the first Transfer
Date for which a budgeted deposit is targeted to be made into the
Principal Funding sub-Account of the Class C(2001-3) Notes pursuant to
Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period
following the first Transfer Date following and including the June 2004
Transfer Date for which the Quarterly Excess Available Funds Percentage
is less than 2%, but in such event the Accumulation Reserve Funding
Period shall not be required to commence earlier than 24 months prior
to the Expected Principal Payment Date, (iii) the Monthly Period
following the first Transfer Date following and including the December
2004 Transfer Date for which the Quarterly Excess Available Funds
Percentage is less than 3%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 18 months
prior to the Expected Principal Payment Date, and (iv) the Monthly
Period following the first Transfer Date following and including the
February 2005 Transfer Date for which the Quarterly Excess Available
Funds Percentage is less than 4%, but in such event the Accumulation
Reserve Funding Period shall not be required to commence earlier than
16 months prior to the Expected Principal Payment Date and (y) ending
on the close of business on the last day of the Monthly Period
preceding the earlier to occur of (i) the Expected Principal Payment
Date for the Class C(2001-3) Notes and (ii) the date on which the Class
C(2001-3) Notes are paid in full.

"Base Rate" means, with respect to any Monthly Period, the
sum of (i) the Weighted Average Interest Rates for the Outstanding
MBNAseries Notes, (ii) the Net Servicing Fee Rate (as such term is
defined in the Series 2001-D Supplement) and (iii) so long as MBNA or
The Bank of New York is the Servicer, the Servicer Interchange Rate, in
each case, for such Monthly Period.

"Class C Reserve Account Percentage" means, (i) zero, if
the Quarterly Excess Available Funds Percentage on such Transfer Date
is greater than or equal to 4.50%, (ii) 1.25%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date is less than 4.50% and
greater than or equal to 4.00%, (iii) 2.00%, if the Quarterly Excess
Available Funds Percentage on such Transfer Date is less than 4.00% and
greater than or equal to 3.50%, (iv) 2.75%, if the Quarterly Excess
Available Funds Percentage is less than 3.50% and greater than or equal
to 3.00%, (v) 3.50%, if the Quarterly Excess Available Funds Percentage
on such Transfer Date is less than 3.00% and greater than or equal to
2.50%, (vi) 4.50%, if the Quarterly Excess Available Funds Percentage
is less than 2.50% and greater than or equal to 2.00%, and (vii) 6.00%,
if the Quarterly Excess Available Funds Percentage on such Transfer
Date is less than 2.00%.

"Class C(2001-3) Note" means any Note, substantially in the
form set forth in Exhibit A-3 to the Indenture Supplement, designated
therein as a Class C(2001-3) Note and duly executed and authenticated
in accordance with the Indenture.

"Class C(2001-3) Noteholder" means a Person in whose name a
Class C(2001-3) Note is registered in the Note Register.

"Class C(2001-3) Termination Date" means the earliest to
occur of (a) the Principal Payment Date on which the Outstanding Dollar
Principal Amount of the Class C(2001-3) Notes is paid in full, (b) the
Legal Maturity Date and (c) the date on which the Indenture is
discharged and satisfied pursuant to Article VI thereof.

"Controlled Accumulation Amount" means $33,333,333.34;
provided, however, if the Accumulation Period Length is determined to
be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the
Indenture Supplement, the Controlled Accumulation Amount shall be the
amount specified in the definition of "Controlled Accumulation Amount"
in the Indenture Supplement.

"Derivative Agreement" means the ISDA Master Agreement,
together with the Schedule and the Confirmation thereto, each dated as
of July 25, 2001, between the Issuer and the Derivative Counterparty,
as such Derivative Agreement may be amended, modified or replaced.

"Derivative Counterparty" means Westdeutsche Landesbank
Girozentrale, New York Branch and any of its successors or transferees
under the Derivative Agreement.

"Derivative Fixed Rate" means, for any applicable Interest
Period, the fixed rate specified in the Derivative Agreement.

"Derivative Floating Rate" means, for any applicable
Interest Period, the floating rate specified in the Derivative
Agreement.

"Derivative Reserve Account" is defined in Section 2.11.

"Excess Available Funds Percentage" shall mean, with
respect to any Transfer Date, the amount, if any, by which the
Portfolio Yield for the preceding Monthly Period exceeds the Base Rate
for such Monthly Period.

"Expected Principal Payment Date" means July 17, 2006.

"Fixed Amount" means, for any Transfer Date, an amount
equal to the fixed amount (including the amount of any termination
payment payable by the Derivative Counterparty to the Issuer pursuant
to Section 6 of the Derivative Agreement following the termination of
the Derivative Agreement pursuant to the terms thereof) payable by the
Derivative Counterparty to the Issuer for such date pursuant to the
Derivative Agreement for interest for the Class C(2001-3) Notes.

"Floating Amount" means, for any Transfer Date, an amount
equal to (a) the floating amount (excluding the amount of any
termination payment payable by the Issuer to the Derivative
Counterparty pursuant to Section 6 of the Derivative Agreement
following the termination of the Derivative Agreement pursuant to the
terms thereof) payable by the Issuer to the Derivative Counterparty for
such date pursuant to the Derivative Agreement for interest for the
Class C(2001-3) Notes, minus (b) the amount, if any, by which the PFA
Accumulation Earnings Shortfall for the Class C(2001-3) Notes for such
Transfer Date exceeds the sum of (i) the aggregate amount withdrawn
from the Derivative Reserve Account and (ii) the aggregate amount to be
treated as MBNAseries Available Funds pursuant to Section 3.04(a)(i) of
the Indenture Supplement for the Class C(2001-3) Notes for such
Transfer Date; provided, however, that solely for purposes of clause
(c) of the definition of PFA Accumulation Earnings Target, the
"Floating Amount" for any Transfer Date will be limited to the amount
determined pursuant to clause (a) above.

"Initial Dollar Principal Amount" means $400,000,000.

"Interest Payment Date" means the fifteenth day of each
month commencing September 17, 2001, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.

"Interest Period" means, with respect to any Interest
Payment Date, the period from and including the previous Interest
Payment Date (or in the case of the initial Interest Payment Date, from
and including the Issuance Date) through the day preceding such
Interest Payment Date.

"Interest Reserve Account" is defined in Section 2.09.

"Interest Reserve Account Event" is defined in Section
2.08.

"Issuance Date" means July 25, 2001.

"Legal Maturity Date" means December 15, 2008.

"MBNAseries Servicer Interchange" means, with respect to
any Monthly Period, an amount equal to the product of (a) the Servicer
Interchange (as such term is defined in the Series 2001-D Supplement)
with respect to such Monthly Period and (b) a fraction the numerator of
which is the Weighted Average Available Funds Allocation Amount for the
MBNAseries for such Monthly Period and the denominator of which is the
Weighted Average Available Funds Allocation Amount for all series of
Notes for such Monthly Period.

"Net Derivative Payment" means, for any Transfer Date, (a)
if the netting provisions of subsection 2(c)(ii) of the Derivative
Agreement apply, the amount by which the Floating Amount for such date
exceeds the Fixed Amount for such date, and (b) otherwise, an amount
equal to the Floating Amount for such date.

"Net Derivative Receipt" means, for any Transfer Date, (a)
if the netting provisions of subsection 2(c)(ii) of the Derivative
Agreement apply, the amount by which the Fixed Amount for such date
exceeds the Floating Amount for such date, and (b) otherwise, an amount
equal to the Fixed Amount for such date.

"Note Interest Rate" means a rate per annum equal to 6.55%.

"Paying Agent" means The Bank of New York.

"Portfolio Yield" means, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is (a) the amount of Available Funds allocated to
the MBNAseries pursuant to Section 501 of the Indenture, plus (b) any
Interest Funding sub-Account Earnings on the related Transfer Date,
plus (c) any amounts to be treated as MBNAseries Available Funds
pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement,
plus (d) the MBNAseries Servicer Interchange for such Monthly Period,
minus (e) the excess, if any, of the sum of the PFA Prefunding Earnings
Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of
the aggregate amount to be treated as MBNAseries Available Funds for
such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the
Indenture Supplement plus any other amounts applied to cover earnings
shortfalls on amounts in the Principal Funding sub-Account for any
tranche of MBNAseries Notes for such Monthly Period, minus (f) the
MBNAseries Investor Default Amount for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.

"Predecessor Note" means, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt
as that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 306 of
the Indenture in lieu of a mutilated, lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.

"Quarterly Excess Available Funds Percentage" means,
(i) with respect to the August 2001 Transfer Date, the percentage
equivalent of a fraction the numerator of which is the sum of the
Excess Available Funds Percentages with respect to the immediately
preceding two Monthly Periods and the denominator of which is two and
(ii) with respect to the September 2001 Transfer Date and each Transfer
Date thereafter, the percentage equivalent of a fraction the numerator
of which is the sum of the Excess Available Funds Percentages with
respect to the immediately preceding three Monthly Periods and the
denominator of which is three.

"Record Date" means, for any Transfer Date, the last
Business Day of the preceding Monthly Period.

"Required Accumulation Reserve sub-Account Amount" means,
with respect to any Monthly Period during the Accumulation Reserve
Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar
Principal Amount of the Class C(2001-3) Notes as of the close of
business on the last day of the preceding Monthly Period or (ii) any
other amount designated by the Issuer; provided, however, that if such
designation is of a lesser amount, the Note Rating Agencies shall have
provided prior written confirmation that a Ratings Effect will not
occur with respect to such change.

"Required Derivative Reserve Amount" shall have the meaning
specified in the Supplemental Derivative Letter dated as of the date
hereof between the Issuer, the Indenture Trustee and the Derivative
Counterparty.

"Required Interest Reserve Amount" is defined in Section
2.08.

"Servicer Interchange Rate" means, for any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the
MBNAseries Servicer Interchange for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.

"Stated Principal Amount" means $400,000,000.

"Weighted Average Interest Rates" means, with respect to
any Outstanding Notes of a class or tranche of the MBNAseries, or of
all of the Outstanding Notes of the MBNAseries, on any date, the
weighted average (weighted based on the Outstanding Dollar Principal
Amount of the related Notes on such date) of the following rates of
interest:

(a)	in the case of a tranche of Dollar Interest-bearing
Notes with no Derivative Agreement for interest, the rate of interest
applicable to that tranche on that date;
(b)	in the case of a tranche of Discount Notes, the rate
of accretion (converted to an accrual rate) of that tranche on that
date;
(c)	in the case of a tranche of Notes with a payment due
under a Performing Derivative Agreement for interest, the rate at which
payments by the Issuer to the applicable Derivative Counterparty accrue
on that date (prior to the netting of such payments, if applicable);
and
(d)	in the case of a tranche of Notes with a non-
Performing Derivative Agreement for interest, the rate specified for
that date in the related terms document, which, in the event that the
Derivative Agreement for the Class C(2001-3) Notes is non-Performing,
is the Note Interest Rate.
Section 1.02. Governing Law.  THIS TERMS DOCUMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 1.03. Counterparts.  This Terms Document may be
executed in any number of counterparts, each of which so executed will
be deemed to be an original, but all such counterparts will together
constitute but one and the same instrument.
Section 1.04. Ratification of Indenture and Indenture
Supplement.  As supplemented by this Terms Document, each of the
Indenture and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Indenture
Supplement as so supplemented and this Terms Document shall be read,
taken and construed as one and the same instrument.
[END OF ARTICLE I]
ARTICLE II

The Class C(2001-3) Notes
Section 2.01.	Creation and Designation.  There is hereby
created a tranche of MBNAseries Class C Notes to be issued pursuant to
the Indenture and the MBNAseries Indenture Supplement to be known as
the "MBNAseries Class C(2001-3) Notes."
Section 2.02.	Interest Payment.
(a)	For each Interest Payment Date, the amount of
interest due with respect to the Class C(2001-3) Notes shall be an
amount equal to one-twelfth of the product (i) the Note Interest Rate,
times (ii) the Outstanding Dollar Principal Amount of the Notes
determined as of the Record Date preceding the related Transfer Date;
provided, however, that for the first Interest Payment Date the amount
of interest due is $3,638,888.89.  Interest on the Class C(2001-3)
Notes will be calculated on the basis of a 360-day year and twelve 30-
day months.
(b)	For purposes of Section 3.02(c) and Section 3.13(d)
of the Indenture Supplement, for each Interest Payment Date, the amount
owed to the Derivative Counterparty, if any, will be an amount equal to
the Net Derivative Payment; provided, however, that solely for purposes
of determining the targeted deposit to be made to the Interest Funding
sub-Account for the Class C(2001-3) Notes for any Transfer Date
pursuant to Section 3.02(c) of the Indenture Supplement, the targeted
deposit to the Interest Funding sub-Account for the Class C(2001-3)
Notes will be an amount equal to the Net Derivative Payment less the
aggregate amount, if any, deposited directly into the Interest Funding
sub-Account pursuant to Section 2.11(c) for such Transfer Date.
(c)	Pursuant to Section 3.03 of the Indenture Supplement,
on each Transfer Date, the Indenture Trustee shall deposit into the
Class C(2001-3) Interest Funding sub-Account the portion of MBNAseries
Available Funds allocable to the Class C(2001-3) Notes.
Section 2.03.	Payments of Interest and Principal.
(a)	Any installment of interest or principal, if any,
payable on any Class C(2001-3) Note which is punctually paid or duly
provided for by the Issuer and the Indenture Trustee on the applicable
Interest Payment Date or Principal Payment Date shall be paid by the
Paying Agent to the Person in whose name such Class C(2001-3) Note (or
one or more Predecessor Notes) is registered on the Record Date, by
wire transfer of immediately available funds to such Person's account
as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the
third Business Day preceding the date of payment or, if no such account
has been so designated, by check mailed first-class, postage prepaid to
such Person's address as it appears on the Note Register on such Record
Date, except that with respect to Notes registered on the Record Date
in the name of the nominee of Cede & Co., payment shall be made by wire
transfer in immediately available funds to the account designated by
such nominee.
(b)	The right of the Class C(2001-3) Noteholders to
receive payments from the Issuer will terminate on the first Business
Day following the Class C(2001-3) Termination Date.
Section 2.04.	Targeted Deposit to the Class C Reserve
Account. The deposit targeted to be made to the Class C Reserve sub-
Account for the Class C(2001-3) Notes for any Transfer Date will be an
amount equal to (i) to the product of (A) Class C Reserve Account
Percentage for the related Monthly Period times (B) the sum of the
Initial Dollar Principal Amounts of each tranche of Outstanding
MBNAseries Notes as of the last day of the preceding Monthly Period
times (C) a fraction, the numerator of which is the Nominal Liquidation
Amount of the Class C(2001-3) Notes as of the close of business on the
last day of the preceding Monthly Period and the denominator of which
is the Nominal Liquidation Amount of all Class C Notes in the
MBNAseries as of the close of business on the last day of the preceding
Monthly Period, minus (ii) any amount previously on deposit in the
Class C(2001-3) Reserve sub-Account prior to such targeted deposit;
provided however, that if an Early Redemption Event or Event of Default
occurs with respect to the Class C(2001-3) Notes, the deposit targeted
will be the Adjusted Outstanding Dollar Principal Amount of the Class
C(2001-3) notes minus the amount then on deposit in such sub-Account.
Section 2.05.	Form of Delivery of Class C(2001-3) Notes;
Depository; Denominations.
(a)	The Class C(2001-3) Notes shall be delivered in the
form of Registered, Global Notes as provided in Sections 202 and 301(i)
of the Indenture, respectively.
(b)	The Depository for the Class C(2001-3) Notes shall be
The Depository Trust Company, and the Class C(2001-3) Notes shall
initially be registered in the name of Cede & Co., its nominee.
(c)	The Class C(2001-3) Notes will be issued in minimum
denominations of $1,000 and integral multiples that amount.
Section 2.06.	Delivery and Payment for the Class C(2001-3)
Notes.  The Issuer shall execute and deliver the Class C(2001-3) Notes
to the Indenture Trustee for authentication, and the Indenture Trustee
shall deliver the Class C(2001-3) Notes when authenticated, each in
accordance with Section 303 of the Indenture.
Section 2.07.	Targeted Deposits to the Accumulation Reserve
Account.  The deposit targeted to be made to the Accumulation Reserve
Account for any Monthly Period during the Accumulation Reserve Funding
Period will be an amount equal to the Required Accumulation Reserve
sub-Account Amount.
Section 2.08.	Derivative Agreement.
(a)	The Issuer shall enter into the Derivative Agreement,
certain terms of which are set forth herein for the convenience of the
parties thereto for incorporation therein by reference, with the
Derivative Counterparty on the Issuance Date.  Pursuant to the terms of
the Derivative Agreement, the Derivative Counterparty shall pay to the
Issuer on each Transfer Date the Net Derivative Receipt, if any, plus
the amount of any Net Derivative Receipt due but not paid with respect
to any previous Transfer Date.  The Issuer shall deposit such Net
Derivative Receipts, if any, into the Collection Account and shall
apply such amounts as MBNAseries Available Funds pursuant to Section
3.04(a)(iii) of the Indenture Supplement.  In addition, in accordance
with the terms of the Derivative Agreement, the Issuer shall pay to the
Derivative Counterparty the Net Derivative Payment, if any, for such
Transfer Date, plus the amount of any Net Derivative Payment due but
not paid on any previous Transfer Date, from amounts on deposit in the
Interest Funding sub-Account for the Class C(2001-3) Notes.  If the
Derivative Agreement has not been terminated and the Issuer has not
received any Net Derivative Receipt due with respect to the related
Transfer Date prior to 12:00 p.m. on the date such payment is due, (i)
the Issuer shall notify the Derivative Counterparty, the Beneficiary
and the Servicer of such fact prior to 1:00 p.m. on such date, (ii) the
Issuer, if directed by the Servicer, shall designate an Early
Termination Date (as such term is defined in the Derivative Agreement)
pursuant to the Derivative Agreement and shall, if the Beneficiary so
directs, terminate the Derivative Agreement pursuant to its terms, and
(iii) the Issuer shall provide the Trustee, prior to 4:30 p.m. on the
related Transfer Date, with new statements substantially in the forms
of Exhibit B and Exhibit C to the Indenture Supplement revised, if
necessary, to reflect that the Net Derivative Receipt (or any portion
thereof) was not received by the Issuer for such Transfer Date.
(b)	The Issuer shall direct the Derivative Counterparty
to assign its rights and obligations under the Derivative Agreement to
a replacement Derivative Counterparty, in the event that the long-term,
senior unsecured debt rating of the Derivative Counterparty or a
replacement Derivative Counterparty, if any, is reduced below BBB- by
Standard & Poor's or below Baa3 by Moody's or is withdrawn by either
Standard & Poor's or Moody's.  The Issuer shall give Standard & Poor's
and Moody's notice of the replacement of the Derivative Counterparty as
soon as practicable thereafter.
(c)	The parties hereto agree that all obligations of the
Issuer under the Derivative Agreement shall be paid from, and limited
to, amounts on deposit in the Interest Funding sub-Account for the
Class C(2001-3) Notes which are specifically available to be applied
therefor pursuant to Section 3.13(d) of the Indenture Supplement, as
determined pursuant to Section 2.02(b) of this Terms Document, and any
amounts specifically available to be applied therefor pursuant to
Section 2.12 of this Terms Document, and that the Beneficiary shall not
be required to expend or risk its own funds or otherwise incur any
liability in connection with the Derivative Agreement.
(d)	If the Issuer has actual knowledge of any event
specified in Section 5 of the Derivative Agreement, the Issuer shall
provide written notice of such event to the Beneficiary, the Servicer
and the Note Rating Agencies.  The Beneficiary, upon becoming aware of
any event specified in Section 5 of the Derivative Agreement, whether
pursuant to notice from the Issuer or otherwise, shall immediately
provide the Issuer with written instructions as to the course of action
to be taken under Section 6 of the Derivative Agreement, including
without limitation any notices to be provided and whether or not an
Early Termination Date (as defined in the Derivative Agreement) should
be designated and, if so, when such Early Termination Date should be
designated.  Prior to receiving such written instructions from the
Beneficiary, the Issuer shall not designate an Early Termination Date
and shall not terminate the Derivative Agreement.
(e)	At the request of the Issuer, the Beneficiary shall
provide the Issuer with any document the Issuer is required to provide
the Derivative Counterparty pursuant to Section 4(a) of the Derivative
Agreement.
(f)	(i) In the event the short-term senior debt rating of
the Derivative Counterparty or a replacement Derivative Counterparty,
if any, from Standard & Poor's is below A-1, or is withdrawn by
Standard & Poor's, or (ii) in the case of a replacement Derivative
Counterparty assuming the interests and obligations of the original
Derivative Counterparty under the Derivative Agreement that does not
have a short-term senior debt rating from Standard & Poor's, the long-
term senior debt rating of such replacement Derivative Counterparty
from Standard & Poor's is below A+ or is withdrawn by Standard &
Poor's, the Derivative Counterparty will be required within 30 days
from the date of such rating or withdrawal to fund the Interest Reserve
Account in an amount equal to one-twelfth of the product of (A) the
Derivative Fixed Rate and (B) the Outstanding Dollar Principal Amount
of the Class C(2001-3) Notes as of the close of business on the last
day of the Monthly Period preceding such rating or withdrawal (the
"Required Interest Reserve Amount").  The Derivative Counterparty's
failure to adequately fund the Interest Reserve Account within 30 days
of such rating or withdrawal shall constitute an "Interest Reserve
Account Event."
Section 2.09.	Interest Reserve Account.
(a)	On or before the Issuance Date, the Indenture Trustee
will cause to be established and maintained a Qualified Account
denominated as the "Interest Reserve Account" in the name of the
Indenture Trustee, bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Class C(2001-3)
Noteholders.  The Interest Reserve Account constitutes a Supplemental
Account and shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Class C(2001-3) Noteholders.
If, at any time, the institution holding the Interest Reserve Account
ceases to be a Qualified Institution, the Issuer will within ten (10)
Business Days (or such longer period, not to exceed thirty (30)
calendar days, as to which each Note Rating Agency may consent)
establish a new Interest Reserve Account that is a Qualified Account
and shall transfer any cash and/or investments to such new Interest
Reserve Account.  From the date such new Interest Reserve Account is
established, it will be the "Interest Reserve Account."  The Interest
Reserve Account will receive deposits as described in this Section.
(b)	On each Transfer Date, all interest and earnings (net
of losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Interest Reserve Account will be
retained in the Interest Reserve Account (to the extent that the amount
on deposit in the Interest Reserve Account with respect to the related
Monthly Period is less than the required balance for the Interest
Reserve Account for that Monthly Period) and the balance, if any, will
be paid to the Derivative Counterparty pursuant to the terms of the
Derivative Agreement.
(c)	In the event that the Derivative Agreement terminates
due to a default by the Derivative Counterparty, on the Transfer Date
on or immediately following such termination, the Issuer shall withdraw
from the Interest Reserve Account an amount equal to the lesser of (i)
the Net Derivative Receipt, if any, with respect to such Transfer Date
plus the amount of any Net Derivative Receipt previously due but not
paid to the Issuer and (ii) the amount on deposit in the Interest
Reserve Account on such Transfer Date, and shall deposit such amount in
the Collection Account to be included in MBNAseries Available Funds
with respect to such Transfer Date and give notice of such withdrawal
to each Note Rating Agency.  Such withdrawal will be deemed to be a Net
Derivative Receipt and a payment received from the Derivative
Counterparty for all purposes under the Indenture Supplement and this
Terms Document.
(d)	Upon the earliest to occur of (i) any Transfer Date
subsequent to the return of the Derivative Counterparty's or
replacement Derivative Counterparty's short-term senior debt rating to
A-1 or higher by Standard & Poor's, (ii) any Transfer Date subsequent
to the return of the Derivative Counterparty's or replacement
Derivative Counterparty's long-term senior debt rating to A+ or higher
by Standard & Poor's, (iii) the Transfer Date on or immediately
following the termination of the Derivative Agreement and (iv) the
Transfer Date immediately preceding the Expected Principal Payment
Date, the Issuer, after the prior payment of all amounts owing to the
Class C(2001-3) Noteholders that are payable from the Interest Reserve
Account as provided herein, shall withdraw from the Interest Reserve
Account and pay to the Derivative Counterparty pursuant to the terms of
the Derivative Agreement, all amounts, if any, on deposit in the
Interest Reserve Account.  In addition, following the earliest to occur
of the events described in clauses (iii) or (iv) of the preceding
sentence, the Interest Reserve Account shall be deemed to have
terminated for purposes of this Terms Document, the Indenture
Supplement and the Indenture.
Section 2.10.	Early Redemption Events.  Notwithstanding any
provision of the Indenture or the Indenture Supplement to the contrary,
upon the occurrence of an Early Redemption Event with respect to the
Class C(2001-3) Notes (other than an Early Redemption Event described
in Section 1201(c) of the Indenture), if none of (i) an Early
Redemption Event described in Section 1201(c) of the Indenture, (ii) an
Interest Reserve Account Event, (iii) the termination of the Derivative
Agreement pursuant to its terms or (iv) an Event of Default and
acceleration of the Class C(2001-3) Notes has previously occurred, then
the Issuer will not pay any amounts accumulated in the Principal
Funding sub-Account for the Class C(2001-3) Notes to the holders of the
Class C(2001-3) Notes until the Monthly Principal Payment Date
occurring on or immediately following the earliest to occur of:
(a)	the Expected Principal Payment Date;
(b)	the date on which an Early Redemption Event Described
in Section 1201(c) of the Indenture occurs;
(c)	the date on which an Interest Reserve Account Event
occurs; and
(d)	the date on which the Derivative Agreement terminates
pursuant to its terms.
If the Issuer is unable to pay the redemption price in full
on such Monthly Principal Payment Date, monthly payments on the Class
C(2001-3) Notes will thereafter be made on each following Monthly
Principal Payment Date until the Outstanding Dollar Principal Amount of
the Class C(2001-3) Notes, plus all accrued and unpaid interest, is
paid in full or the Legal Maturity Date occurs, whichever is earlier,
subject to Article V of the Indenture and Article III of the Indenture
Supplement.  Any funds in any Supplemental Account (other than the
Interest Reserve Account) for the Class C(2001-3) Notes will be applied
to make the principal and interest payments on the Class C(2001-3)
Notes on the redemption date, subject to Article V of the Indenture,
Article III of the Indenture Supplement and Article II of this Terms
Document.

Section 2.11.	Derivative Reserve Account.

(a)	On or before the Issuance Date, the Indenture Trustee
will cause to be established and maintained a Qualified Account
denominated as the "Derivative Reserve Account" in the name of the
Indenture Trustee, bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Class C(2001-3)
Noteholders and the Derivative Counterparty, as their interests appear
herein.  The Indenture Trustee hereby accepts the Derivative Reserve
Account and any amounts on deposit therein in trust under the
Indenture, the Indenture Supplement and this Terms Document, in
accordance with the provisions thereof and hereof, and agrees to
perform the duties thereunder and hereunder to the end that the
interests of the Derivative Counterparty and the Class C(2001-3)
Noteholders may be adequately and effectively protected.  The
Derivative Reserve Account constitutes a Supplemental Account and shall
be under the sole dominion and control of the Indenture Trustee for the
benefit of the Class C(2001-3) Noteholders and the Derivative
Counterparty.  If, at any time, the institution holding the Derivative
Reserve Account ceases to be a Qualified Institution, the Issuer will
within ten (10) Business Days (or such longer period, not to exceed
thirty (30) calendar days, as to which each Note Rating Agency may
consent) establish a new Derivative Reserve Account that is a Qualified
Account and shall transfer any cash and/or investments to such new
Derivative Reserve Account.  From the date such new Derivative Reserve
Account is established, it will be the "Derivative Reserve Account."
The Derivative Reserve Account will receive deposits as described in
this Section.

(b)	On the Issuance Date, the Issuer shall deposit an
amount equal to the Required Derivative Reserve Amount received by it
from the Beneficiary in immediately available funds into the Derivative
Reserve Account.  Funds on deposit in the Derivative Reserve Account
shall be invested by the Indenture Trustee in Permitted Investments;
provided, however, that, for purposes of the investment of funds on
deposit in the Derivative Reserve Account, references in the definition
of "Permitted Investments" to a rating of "A-1+" by Standard & Poor's
shall be modified to require a rating of not lower than "A-1" by such
Note Rating Agency.

On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer
Date on funds on deposit in the Derivative Reserve Account shall be
retained in the Derivative Reserve Account (to the extent that the
amount on deposit in the Derivative Reserve Account (prior to taking
into account any such interest and earnings) is less than the Required
Derivative Reserve Amount) and the balance, if any, shall be paid to
the Issuer on such Transfer Date.

(c)	On or prior to each Transfer Date following the
occurrence of an Early Redemption Event with respect to the Class
C(2001-3) Notes (other than an Early Redemption Event described in
Section 1201(c) of the Indenture), the Issuer will calculate PFA
Accumulation Earnings Shortfall (if any) for the Principal Funding sub-
Account for the Class C(2001-3) Notes.  If there is any PFA
Accumulation Earnings Shortfall for the Principal Funding sub-Account
for that Transfer Date for the Class C(2001-3) Notes, the Issuer will
withdraw such amount from the Derivative Reserve Account, to the extent
available, for deposit in the Interest Funding sub-Account for the
Class C(2001-3) Notes on such Transfer Date.

(d)	If on any Transfer Date following the termination of
the Derivative Agreement pursuant to the terms thereof there is a
termination payment payable by the Issuer to the Derivative
Counterparty pursuant to Section 6 of the Derivative Agreement, the
Issuer will pay to the Derivative Counterparty directly, without
transfer to any other account, any amount on deposit in the Derivative
Reserve Account (after giving effect to Section 2.11(c) of this Terms
Document); provided, however, that such amount shall not exceed the
amount of such termination payment payable by the Issuer to the
Derivative Counterparty.

(e)	Any amounts owed to the Issuer pursuant to this
Section 2.11 on any Transfer Date shall be paid to the Issuer only if
any payments owed to the Derivative Counterparty pursuant to this
Section 2.11 on such Transfer Date are also made.

Section 2.12.	Termination Payments.

(a)	If on any Transfer Date following the termination of
the Derivative Agreement pursuant to the terms thereof there is a
termination payment payable by the Issuer to the Derivative
Counterparty pursuant to Section 6 of the Derivative Agreement, the
Issuer will pay to the Derivative Counterparty from MBNAseries
Available Funds (after giving effect to Sections 3.01(a) through (f) of
the Indenture Supplement) for such Transfer Date an amount not to
exceed the lesser of (i) the product of (x) the amount of MBNAseries
Available Funds remaining for application pursuant to Section 3.01(g)
of the Indenture Supplement times (y) a fraction, the numerator of
which is the Nominal Liquidation Amount of the Class C(2001-3) Notes as
of the close of business on the last day of the preceding Monthly
Period and the denominator of which is the Nominal Liquidation Amount
of all tranches of Notes as of the close of business on the last day of
the preceding Monthly Period and (ii) the amount of such termination
payment payable by the Issuer to the Derivative Counterparty, less any
amounts paid to the Derivative Counterparty pursuant to Section 2.11(d)
of this Terms Document.

(b)	Any termination payment owed to the Derivative
Counterparty pursuant to Section 6 of the Derivative Agreement shall be
made first from any amounts available pursuant to Section 2.11(d) of
this Terms Document and, if such termination payment owed exceeds the
amounts available pursuant to the Section 2.11(d) of this Terms
Document, then from any amounts available pursuant to Section 2.12(a)
of this Terms Document.


[END OF ARTICLE II]
ARTICLE III
Representations and Warranties
Section 3.01.	Issuer's Representations and Warranties.
The Issuer makes the following representations and warranties as to the
Collateral Certificate on which the Indenture Trustee is deemed to have
relied in acquiring the Collateral Certificate.  Such representations
and warranties speak as of the execution and delivery of this Terms
Document, but shall survive until the termination of this Terms
Document.  Such representations and warranties shall not be waived by
any of the parties to this Terms Document unless the Issuer has
obtained written confirmation from each Note Rating Agency that there
will be no Ratings Effect with respect to such waiver.
(a)	The Indenture creates a valid and continuing security
interest (as defined in the New York UCC) in the Collateral Certificate
in favor of the Indenture Trustee, which security interest is prior to
all other liens, and is enforceable as such as against creditors of and
purchasers from the Issuer.
(b)	The Collateral Certificate constitutes either an
"account," a "general intangible," an "instrument," or a "certificated
security," each within the meaning of the New York UCC.
(c)	At the time of the transfer and assignment of the
Collateral Certificate to the Indenture Trustee pursuant to the
Indenture, the Issuer owned and had good and marketable title to the
Collateral Certificate free and clear of any lien, claim or encumbrance
of any Person.
(d)	The Issuer has caused, within ten days of the
execution of the Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the security interest in the
Collateral Certificate granted to the Indenture Trustee pursuant to the
Indenture.
(e)	Other than the security interest granted to the
Indenture Trustee pursuant to the Indenture, the Issuer has not
pledged, assigned, sold, granted a security interest in, or otherwise
conveyed the Collateral Certificate.  The Issuer has not authorized the
filing of and is not aware of any financing statements against the
Issuer that include a description of collateral covering the Collateral
Certificate other than any financing statement relating to the security
interest granted to the Indenture Trustee pursuant to the Indenture or
any financing statement that has been terminated.  The Issuer is not
aware of any judgment or tax lien filings against the Issuer.
(f)	All original executed copies of the Collateral
Certificate have been delivered to the Indenture Trustee.
(g)	At the time of the transfer and assignment of the
Collateral Certificate to the Indenture Trustee pursuant to the
Indenture, the Collateral Certificate had no marks or notations
indicating that it has been pledged, assigned or otherwise conveyed to
any Person other than the Indenture Trustee.
[END OF ARTICLE III]
IN WITNESS WHEREOF, the parties hereto have caused this
Terms Document to be duly executed, all as of the day and year first
above written.



MBNA CREDIT CARD MASTER NOTE TRUST,
by MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity



By:	__/s/ Jerry M.
Hamstead______________
	Name: Jerry M. Hamstead
	Title:  Senior Vice President


THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity



By:	_/s/ Cassandra Shedd
___________________
	Name: Cassandra Shedd
	Title:  Assistant Vice
President











[Signature Page to the Class C(2001-3) Terms Document]
Article I
Definitions and Other Provisions of General Application
Section 1.01.	Definitions	1
Section 1.02.	Governing Law	6
Section 1.03.	Counterparts	6
Section 1.04.	Ratification of Indenture and Indenture
Supplement	6
Article II
The Class C(2001-3) Notes
Section 2.01.	Creation and Designation	8
Section 2.02.	Interest Payment	8
Section 2.03.	Payments of Interest and Principal	8
Section 2.04.	Targeted Deposit to the Class C Reserve
Account	9
Section 2.05.	Form of Delivery of Class C(2001-3) Notes;
Depository; Denominations	9
Section 2.06.	Delivery and Payment for the Class C(2001-3)
Notes	9
Section 2.07.	Targeted Deposits to the Accumulation Reserve
Account.	9
Section 2.08.	Derivative Agreement.	9
Section 2.09.	Interest Reserve Account.	11
Section 2.10.	Early Redemption Events.	12
Section 2.11.	Derivative Reserve Account.	13
Section 2.12.	Termination Payments.	14
Article III
Representations and Warranties
Section 3.01.	Issuer's Representations and Warranties	15
An extra section break has been inserted above this paragraph. Do
not delete this section break if you plan to add text after the
Table of Contents/Authorities.  Deleting this break will cause
Table of Contents/Authorities headers and footers to appear on
any pages following the Table of Contents/Authorities.
DOCSDC1:117257.5 	ii
DOCSDC1:126499.8

EX-4

EXHIBIT 4.2







MBNA CREDIT CARD MASTER NOTE TRUST
as Issuer


CLASS A(2001-2) TERMS DOCUMENT
dated as of July 26, 2001
to
MBNASERIES INDENTURE SUPPLEMENT
dated as of May 24, 2001
to
INDENTURE
dated as of May 24, 2001

THE BANK OF NEW YORK
as Indenture Trustee



THIS CLASS A(2001-2) TERMS DOCUMENT (this "Terms
Document"), by and between MBNA CREDIT CARD MASTER NOTE TRUST, a
statutory business trust organized under the laws of the State of
Delaware (the "Issuer"), having its principal office at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, and THE
BANK OF NEW YORK, a New York banking corporation ( the "Indenture
Trustee"), is made and entered into as of July 26, 2001.

Pursuant to this Terms Document, the Issuer and the Trust
shall create a new tranche of Class A Notes and shall specify the
principal terms thereof.

ARTICLE I

Definitions and Other Provisions of General Application
Section 1.01. Definitions.  For all purposes of this Terms
Document, except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the
plural as well as the singular;
(2) all other terms used herein which are defined in the
Indenture Supplement or the Indenture, either
directly or by reference therein, have the meanings
assigned to them therein;
(3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with
generally accepted accounting principles and, except
as otherwise herein expressly provided, the term
"generally accepted accounting principles" with
respect to any computation required or permitted
hereunder means such accounting principles as are
generally accepted in the United States of America at
the date of such computation;
(4) all references in this Terms Document to designated
"Articles," "Sections" and other subdivisions are to
the designated Articles, Sections and other
subdivisions of this Terms Document as originally
executed;
(5) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Terms
Document as a whole and not to any particular
Article, Section or other subdivision;
(6) in the event that any term or provision contained
herein shall conflict with or be inconsistent with
any term or provision contained in the Indenture
Supplement or the Indenture, the terms and provisions
of this Terms Document shall be controlling;
(7) each capitalized term defined herein shall relate
only to the Class A(2001-2) Notes and no other
tranche of Notes issued by the Issuer; and
(8) "including" and words of similar import will be
deemed to be followed by "without limitation."
"Accumulation Reserve Funding Period" shall mean, (a) if
the Accumulation Period Length is determined to be one (1) month, there
shall be no Accumulation Reserve Funding Period and (b) otherwise, the
period (x) commencing on the earliest to occur of (i) the Monthly
Period beginning three (3) calendar months prior to the first Transfer
Date for which a budgeted deposit is targeted to be made into the
Principal Funding sub-Account of the Class A(2001-2) Notes pursuant to
Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period
following the first Transfer Date following and including the June 2009
Transfer Date for which the Quarterly Excess Available Funds Percentage
is less than 2%, but in such event the Accumulation Reserve Funding
Period shall not be required to commence earlier than 24 months prior
to the Expected Principal Payment Date, (iii) the Monthly Period
following the first Transfer Date following and including the December
2009 Transfer Date for which the Quarterly Excess Available Funds
Percentage is less than 3%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 18 months
prior to the Expected Principal Payment Date, and (iv) the Monthly
Period following the first Transfer Date following and including the
February 2010 Transfer Date for which the Quarterly Excess Available
Funds Percentage is less than 4%, but in such event the Accumulation
Reserve Funding Period shall not be required to commence earlier than
16 months prior to the Expected Principal Payment Date and (y) ending
on the close of business on the last day of the Monthly Period
preceding the earlier to occur of (i) the Expected Principal Payment
Date for the Class A(2001-2) Notes and (ii) the date on which the Class
A(2001-2) Notes are paid in full.

"Base Rate" means, with respect to any Monthly Period, the
sum of (i) the Weighted Average Interest Rates for the Outstanding
MBNAseries Notes, (ii) the Net Servicing Fee Rate (as such term is
defined in the Series 2001-D Supplement) and (iii) so long as MBNA or
The Bank of New York is the Servicer, the Servicer Interchange Rate, in
each case, for such Monthly Period.

"Calculation Agent" is defined in Section 2.04(a).

"Class A(2001-2) Note" means any Note, substantially in the
form set forth in Exhibit A-1 to the Indenture Supplement, designated
therein as a Class A(2001-2) Note and duly executed and authenticated
in accordance with the Indenture.

"Class A(2001-2) Noteholder" means a Person in whose name a
Class A(2001-2) Note is registered in the Note Register.

"Class A(2001-2) Termination Date" means the earliest to
occur of  (a) the Principal Payment Date on which the Outstanding
Dollar Principal Amount of the Class A(2001-2) Notes is paid in full,
(b) the Legal Maturity Date and (c) the date on which the Indenture is
discharged and satisfied pursuant to Article VI thereof.

"Class A Required Subordinated Amount of Class B Notes" is
defined in Section 2.02(a).

"Class A Required Subordinated Amount of Class C Notes" is
defined in Section 2.02(b).

"Controlled Accumulation Amount" means $41,666,666.67;
provided, however, if the Accumulation Period Length is determined to
be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the
Indenture Supplement, the Controlled Accumulation Amount shall be the
amount specified in the definition of "Controlled Accumulation Amount"
in the Indenture Supplement.

"Excess Available Funds Percentage" shall mean, with
respect to any Transfer Date, the amount, if any, by which the
Portfolio Yield for the preceding Monthly Period exceeds the Base Rate
for such Monthly Period.

"Expected Principal Payment Date" means July 15, 2011.

"Initial Dollar Principal Amount" means $500,000,000.

"Interest Payment Date" means the fifteenth day of each
month commencing September 2001, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.

"Interest Period" means, with respect to any Interest
Payment Date, the period from and including the previous Interest
Payment Date (or in the case of the initial Interest Payment Date, from
and including the Issuance Date) through the day preceding such
Interest Payment Date.

"Interest Reserve Account" is defined in Section 2.09.

"Interest Reserve Account Event" is defined in Section
2.08.

"Issuance Date" means July 26, 2001.

"Legal Maturity Date" means December 16, 2013.

"LIBOR" means, for any Interest Period, the London
interbank offered rate for one-month United States dollar deposits
determined by the Trustee on the LIBOR Determination Date for each
Interest Period in accordance with the provisions of Section 2.04.

"LIBOR Determination Date" means July 24, 2001 for the
period from and including the Issuance Date to but excluding August 15,
2001, August 13, 2001 for the period from and including August 15, 2001
to but excluding September 17, 2001 and the second London Business Day
prior to the commencement of the second and each subsequent Interest
Period.

"London Business Day" means any Business Day on which
dealings in deposits in United States Dollars are transacted in the
London interbank market.

"MBNAseries Servicer Interchange" means, with respect to
any Monthly Period, an amount equal to the product of (a) the Servicer
Interchange (as such term is defined in the Series 2001-D Supplement)
with respect to such Monthly Period and (b) a fraction the numerator of
which is the Weighted Average Available Funds Allocation Amount for the
MBNAseries for such Monthly Period and the denominator of which is the
Weighted Average Available Funds Allocation Amount for all series of
Notes for such Monthly Period.

"Note Interest Rate" means a rate per annum equal to 0.25%
in excess of LIBOR as determined by the Calculation Agent on the
related LIBOR Determination Date with respect to each Interest Period.

"Paying Agent" means The Bank of New York.

"Portfolio Yield" means, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the
numerator of which is (a) the amount of Available Funds allocated to
the MBNAseries pursuant to Section 501 of the Indenture, plus (b) any
Interest Funding sub-Account Earnings on the related Transfer Date,
plus (c) any amounts to be treated as MBNAseries Available Funds
pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement,
plus (d) the MBNAseries Servicer Interchange for such Monthly Period,
minus (e) the excess, if any, of the sum of the PFA Prefunding Earnings
Shortfall plus the PFA Accumulation Earnings Shortfall over the sum of
the aggregate amount to be treated as MBNAseries Available Funds for
such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the
Indenture Supplement plus any other amounts applied to cover earnings
shortfalls on amounts in the Principal Funding sub-Account for any
tranche of MBNAseries Notes for such Monthly Period, minus (f) the
MBNAseries Investor Default Amount for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.

"Predecessor Note" means, with respect to any particular
Note, every previous Note evidencing all or a portion of the same debt
as that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 306 of
the Indenture in lieu of a mutilated, lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.

"Quarterly Excess Available Funds Percentage" means, with
respect to the June 2009 Transfer Date and each Transfer Date
thereafter, the percentage equivalent of a fraction the numerator of
which is the sum of the Excess Available Funds Percentages with respect
to the immediately preceding three Monthly Periods and the denominator
of which is three.

"Record Date" means, for any Transfer Date, the last
Business Day of the preceding Monthly Period.

"Reference Banks" means four major banks in the London
interbank market selected by the Beneficiary.

"Required Accumulation Reserve sub-Account Amount" means,
with respect to any Monthly Period during the Accumulation Reserve
Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar
Principal Amount of the Class A(2001-2) Notes as of the close of
business on the last day of the preceding Monthly Period or (ii) any
other amount designated by the Issuer; provided, however, that if such
designation is of a lesser amount, the Note Rating Agencies shall have
provided prior written confirmation that a Ratings Effect will not
occur with respect to such change.

"Servicer Interchange Rate" means, for any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the
MBNAseries Servicer Interchange for such Monthly Period, and the
denominator of which is the Weighted Average Available Funds Allocation
Amount for the MBNAseries for such Monthly Period.

"Stated Principal Amount" means $500,000,000.

"Telerate Page 3750" means the display page currently so
designated on the Bridge Telerate Market Report (or such other page as
may replace that page on that service for the purpose of displaying
comparable rates or prices).

"Weighted Average Interest Rates" means, with respect to
any Outstanding Notes of a class or tranche of the MBNAseries, or of
all of the Outstanding Notes of the MBNAseries, on any date, the
weighted average (weighted based on the Outstanding Dollar Principal
Amount of the related Notes on such date) of the following rates of
interest:

(a)	in the case of a tranche of Dollar Interest-bearing
Notes with no Derivative Agreement for interest, the rate of interest
applicable to that tranche on that date;

(b)	in the case of a tranche of Discount Notes, the rate
of accretion (converted to an accrual rate) of that tranche on that
date;

(c)	in the case of a tranche of Notes with a payment due
under a Performing Derivative Agreement for interest, the rate at which
payments by the Issuer to the applicable Derivative Counterparty accrue
on that date (prior to the netting of such payments, if applicable);
and

(d)	in the case of a tranche of Notes with a non-
Performing Derivative Agreement for interest, the rate specified for
that date in the related terms document.

Section 1.02. Governing Law.  THIS TERMS DOCUMENT WILL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 1.03. Counterparts.  This Terms Document may be
executed in any number of counterparts, each of which so executed will
be deemed to be an original, but all such counterparts will together
constitute but one and the same instrument.
Section 1.04. Ratification of Indenture and Indenture
Supplement.  As supplemented by this Terms Document, each of the
Indenture and the Indenture Supplement is in all respects ratified and
confirmed and the Indenture as so supplemented by the Indenture
Supplement as so supplemented and this Terms Document shall be read,
taken and construed as one and the same instrument.
[END OF ARTICLE I]
ARTICLE II

The Class A(2001-2) Notes
Section 2.01	Creation and Designation.  There is
hereby created a tranche of MBNAseries Class A Notes to be issued
pursuant to the Indenture and the MBNAseries Indenture Supplement to be
known as the "MBNAseries Class A(2001-2) Notes."
Section 2.02	Specification of Required Subordinated
Amount and other Terms.
(a)	For the Class A(2001-2) Notes for any date of
determination, the Class A Required Subordinated Amount of Class B
Notes will be an amount equal to 8.82353% of (i) the Adjusted
Outstanding Dollar Principal Amount of the Class A(2001-2) Notes on
such date or (ii) if an Early Redemption Event with respect to the
Class A(2001-2) Notes shall have occurred, if an Event of Default and
acceleration of the Class A(2001-2) Notes shall have occurred or if the
Class A Usage of the Class B Required Subordinated Amount for such
tranche of Class A Notes is greater than zero, the Adjusted Outstanding
Dollar Principal Amount of the Class A(2001-2) Notes as of close of
business on the day immediately preceding the occurrence of such Early
Redemption Event, such Event of Default and acceleration or the date on
which the Class A Usage of Class B Required Subordinated Amount
exceeded zero.
(b)	For the Class A(2001-2) Notes for any date of
determination, the Class A Required Subordinated Amount of Class C
Notes will be an amount equal to 8.82353% of (i) the Adjusted
Outstanding Dollar Principal Amount of the Class A(2001-2) Notes on
such date or (ii) if an Early Redemption Event with respect to the
Class A(2001-2) Notes shall have occurred, if an Event of Default and
acceleration of the Class A(2001-2) Notes shall have occurred or if the
Class A Usage of the Class C Required Subordinated Amount for such
tranche of Class A Notes is greater than zero, the Adjusted Outstanding
Dollar Principal Amount of the Class A(2001-2) Notes as of close of
business on the day immediately preceding the occurrence of such Early
Redemption Event, such Event of Default and acceleration or the date on
which the Class A Usage of Class C Required Subordinated Amount
exceeded zero.
(c)	The Issuer may change the percentages set forth in
clause (a) or (b) above without the consent of any Noteholder so long
as the Issuer has (i) received written confirmation from each Note
Rating Agency that has rated any Outstanding Notes of the MBNAseries
that the change in either of such percentages will not result in a
Ratings Effect with respect to any Outstanding Class A(2001-2) Notes
and (ii) delivered to the Indenture Trustee and the Note Rating
Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.
Section 2.03.	Interest Payment.
(a)	For each Interest Payment Date, the amount of
interest due with respect to the Class A(2001-2) Notes shall be an
amount equal to one-twelfth of the product of (i)(A) a fraction, the
numerator of which is the actual number of days in the related Interest
Period and the denominator of which is 360, times (B) the Note Interest
Rate in effect with respect to the related Interest Period, times
(ii) the Outstanding Dollar Principal Amount of the Class A(2001-2)
Notes determined as of the Record Date preceding the related Transfer
Date.  Interest on the Class A(2001-2) Notes will be calculated on the
basis of the actual number of days in the related Interest Period and a
360-day year.
(b)	Pursuant to Section 3.03 of the Indenture Supplement,
on each Transfer Date, the Indenture Trustee shall deposit into the
Class A(2001-2) Interest Funding sub-Account the portion of MBNAseries
Available Funds allocable to the Class A(2001-2) Notes.
Section 2.04.	Calculation Agent; Determination of
LIBOR.

(a)	The Issuer hereby agrees that for so long as any
Class A(2001-2) Notes are Outstanding, there shall at all times be an
agent appointed to calculate LIBOR for each Interest Period (the
"Calculation Agent").  The Issuer hereby initially appoints the
Indenture Trustee as the Calculation Agent for purposes of determining
LIBOR for each Interest Period.  The Calculation Agent may be removed
by the Issuer at any time.  If the Calculation Agent is unable or
unwilling to act as such or is removed by the Issuer, or if the
Calculation Agent fails to determine LIBOR for an Interest Period, the
Issuer shall promptly appoint a replacement Calculation Agent that does
not control or is not controlled by or under common control with the
Issuer or its Affiliates.  The Calculation Agent may not resign its
duties, and the Issuer may not remove the Calculation Agent, without a
successor having been duly appointed.
(b)	On each LIBOR Determination Date, the Calculation
Agent shall determine LIBOR on the basis of the rate for deposits in
United States dollars for a one-month period which appears on Telerate
Page 3750 as of 11:00 a.m., London time, on such date.  If such rate
does not appear on Telerate Page 3750, the rate for that LIBOR
Determination Date shall be determined on the basis of the rates at
which deposits in United States dollars are offered by the Reference
Banks at approximately 11:00 a.m., London time, on that day to prime
banks in the London interbank market for a one-month period.  The
Calculation Agent shall request the principal London office of each of
the Reference Banks to provide a quotation of its rate.  If at least
two such quotations are provided, the rate for that LIBOR Determination
Date shall be the arithmetic mean of the quotations.  If fewer than two
quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by
major banks in New York City, selected by the Beneficiary, at
approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks for a one-month period.
(c)	The Note Interest Rate applicable to the then current
and the immediately preceding Interest Periods may be obtained by
telephoning the Indenture Trustee at its corporate trust office at
(212) 815-5731 or such other telephone number as shall be designated by
the Indenture Trustee for such purpose by prior written notice by the
Indenture Trustee to each Noteholder from time to time.
(d)	On each LIBOR Determination Date, the Calculation
Agent shall send to the Indenture Trustee and the Beneficiary, by
facsimile transmission, notification of LIBOR for the following
Interest Period.
Section 2.05.	Payments of Interest and Principal.
(a)	Any installment of interest or principal, if any,
payable on any Class A(2001-2) Note which is punctually paid or duly
provided for by the Issuer and the Indenture Trustee on the applicable
Interest Payment Date or Principal Payment Date shall be paid by the
Paying Agent to the Person in whose name such Class A(2001-2) Note (or
one or more Predecessor Notes) is registered on the Record Date, by
wire transfer of immediately available funds to such Person's account
as has been designated by written instructions received by the Paying
Agent from such Person not later than the close of business on the
third Business Day preceding the date of payment or, if no such account
has been so designated, by check mailed first-class, postage prepaid to
such Person's address as it appears on the Note Register on such Record
Date, except that with respect to Notes registered on the Record Date
in the name of the nominee of Cede & Co., payment shall be made by wire
transfer in immediately available funds to the account designated by
such nominee.
(b)	The right of the Class A(2001-2) Noteholders to
receive payments from the Issuer will terminate on the first Business
Day following the Class A(2001-2) Termination Date.
Section 2.06.	Form of Delivery of Class A(2001-2)
Notes; Depository; Denominations.
(a) The Class A(2001-2) Notes shall be delivered in the
form of a global Registered Note as provided in Sections 202 and 301(i)
of the Indenture, respectively.

(b)	The Depository for the Class A(2001-2) Notes shall be
The Depository Trust Company, and the Class A(2001-2) Notes shall
initially be registered in the name of Cede & Co., its nominee.
(c)	The Class A(2001-2) Notes will be issued in minimum
denominations of $1,000 and integral multiples of that amount.
Section 2.07.	Delivery and Payment for the Class
A(2001-2) Notes.  The Issuer shall execute and deliver the Class
A(2001-2) Notes to the Indenture Trustee for authentication, and the
Indenture Trustee shall deliver the Class A(2001-2) Notes when
authenticated, each in accordance with Section 303 of the Indenture.
Section 2.08.	Targeted Deposits to the Accumulation
Reserve Account.
The deposit targeted to be made to the Accumulation Reserve
Account for any Monthly Period during the Accumulation Reserve Funding
Period will be an amount equal to the Required Accumulation Reserve
sub-Account Amount.

[END OF ARTICLE II]
ARTICLE III

Representations and Warranties
Section 3.01	Issuer's Representations and
Warranties.The Issuer makes the following representations and
warranties as to the Collateral Certificate on which the Indenture
Trustee is deemed to have relied in acquiring the Collateral
Certificate.  Such representations and warranties speak as of the
execution and delivery of this Terms Document, but shall survive until
the termination of this Terms Document.  Such representations and
warranties shall not be waived by any of the parties to this Terms
Document unless the Issuer has obtained written confirmation from each
Note Rating Agency that there will be no Ratings Effect with respect to
such waiver.
(a)	The Indenture creates a valid and continuing security
interest (as defined in the New York UCC) in the Collateral Certificate
in favor of the Indenture Trustee, which security interest is prior to
all other liens, and is enforceable as such as against creditors of and
purchasers from the Issuer.
(b)	The Collateral Certificate constitutes either an
"account," a "general intangible," an "instrument," or a "certificated
security," each within the meaning of the New York UCC.
(c)	At the time of the transfer and assignment of the
Collateral Certificate to the Indenture Trustee pursuant to the
Indenture, the Issuer owned and had good and marketable title to the
Collateral Certificate free and clear of any lien, claim or encumbrance
of any Person.
(d)	The Issuer has caused, within ten days of the
execution of the Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the security interest in the
Collateral Certificate granted to the Indenture Trustee pursuant to the
Indenture.
(e)	Other than the security interest granted to the
Indenture Trustee pursuant to the Indenture, the Issuer has not
pledged, assigned, sold, granted a security interest in, or otherwise
conveyed the Collateral Certificate.  The Issuer has not authorized the
filing of and is not aware of any financing statements against the
Issuer that include a description of collateral covering the Collateral
Certificate other than any financing statement relating to the security
interest granted to the Indenture Trustee pursuant to the Indenture or
any financing statement that has been terminated.  The Issuer is not
aware of any judgment or tax lien filings against the Issuer.
(f)	All original executed copies of the Collateral
Certificate have been delivered to the Indenture Trustee.
(g)	At the time of the transfer and assignment of the
Collateral Certificate to the Indenture Trustee pursuant to the
Indenture, the Collateral Certificate had no marks or notations
indicating that it has been pledged, assigned or otherwise conveyed to
any Person other than the Indenture Trustee.
[END OF ARTICLE III]IN WITNESS WHEREOF, the parties hereto
have caused this Terms Document to be duly executed, all as of the day
and year first above written.

MBNA CREDIT CARD MASTER NOTE TRUST,
by MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity



By:	__/s/ Jerry M.
Hamstead______________
	Name: Jerry M. Hamstead
	Title:  Senior Vice President


THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity



By:	_/s/ Cassandra Shedd
___________________
	Name: Cassandra Shedd
	Title:  Assistant Vice
President






















[Signature Page to the Class A(2001-2) Terms Document]

Article I
Definitions and Other Provisions of General Application
Section 1.01.	Definitions	1
Section 1.02.	Governing Law	5
Section 1.03.	Counterparts	5
Section 1.04.	Ratification of Indenture and Indenture Supplement	5

Article II
The Class A(2001-2) Notes
Section 2.01	Creation and Designation	6
Section 2.02	Specification of Required Subordinated Amount and
other Terms	6
Section 2.03.	Interest Payment	6
Section 2.04.	Calculation Agent; Determination of LIBOR	7
Section 2.05.	Payments of Interest and Principal	8
Section 2.06.	Form of Delivery of Class A(2001-2) Notes;
Depository; Denominations	8
Section 2.07.	Delivery and Payment for the Class A(2001-2) Notes	8
Section 2.08.	Targeted Deposits to the Accumulation Reserve
Account	8

Article III
Representations and Warranties
Section 3.01	Issuer's Representations and Warranties	9
An extra section break has been inserted above this paragraph. Do not
delete this section break if you plan to add text after the Table of
Contents/Authorities.  Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages
following the Table of Contents/Authorities.

DOCSDC1:116878.1 	2
DOCSDC1:116878.4
DOCSDC1:128311.4

EX-4

EXHIBIT 4.3

FIRST AMENDMENT
TO THE CLASS A(2001-1) TERMS DOCUMENT


		THIS FIRST AMENDMENT TO THE CLASS A(2001-1) TERMS DOCUMENT
dated as of August 8, 2001 (the "Amendment"), is between MBNA CREDIT
CARD MASTER NOTE TRUST, a statutory business trust organized under the
laws of the State of Delaware (the "Issuer"), and THE BANK OF NEW YORK,
a New York banking corporation (the "Indenture Trustee").

		WHEREAS, the parties hereto have executed that certain
Class A(2001-1) Terms Document, dated as of May 31, 2001 (the "Terms
Document"), the MBNAseries Indenture Supplement, dated as of May 24,
2001 (the "Indenture Supplement") and the Indenture, dated as of May
24, 2001 (the "Indenture" and, collectively with the Terms Document and
the Indenture Supplement, the "Agreement");

		WHEREAS the Issuer and the Indenture Trustee wish to amend
the Terms Document as provided herein;

	NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:

SECTION 1. Amendment of Section 2.12.  Section 2.12 of
the Terms Document shall be and hereby is amended by deleting such
section in its entirety and inserting its place the following, which
shall read in its entirety as follows:

Section 2.12.	Termination Payments.  If on any
Transfer Date following the termination of the Derivative
Agreement pursuant to the terms thereof there is a termination
payment payable by the Issuer to the Derivative Counterparty
pursuant to Section 6 of the Derivative Agreement, the Issuer
will pay to the Derivative Counterparty from MBNAseries Available
Funds (after giving effect to Sections 3.01(a) through (f) of the
Indenture Supplement) for such Transfer Date an amount not to
exceed the least of (i) the product of (x) the amount of
MBNAseries Available Funds for such Transfer Date remaining for
application pursuant to Section 3.01(g) of the Indenture
Supplement times (y) a fraction, the numerator of which is the
Nominal Liquidation Amount of the Class A(2001-1) Notes as of the
close of business on the last day of the preceding Monthly Period
and the denominator of which is the Nominal Liquidation Amount of
all tranches of Notes as of the close of business on the last day
of the preceding Monthly Period and (ii) the amount of such
termination payment payable by the Issuer to the Derivative
Counterparty.


SECTION 2. Effectiveness.  The amendments provided for by
this Amendment shall become effective upon the following:

(a) Issuance of a Master Trust Tax Opinion and an Issuer
Tax Opinion to the Indenture Trustee.

(b) Delivery to the Indenture Trustee of an Officer's
Certificate to the effect that the Issuer 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.

(c) Counterparts of this Amendment, duly executed by the
parties hereto.

SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect.  All
references to the Agreement in any other document or instrument shall
be deemed to mean such Agreement as amended by this Amendment.  This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof.  The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the 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.  THIS AMENDMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


SECTION 6. Defined Terms.  Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such
terms in the Agreement.

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

MBNA CREDIT CARD MASTER NOTE TRUST,
by MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity



By:	__/s/ Kevin F.
Sweeney______________
	Name:  Kevin F. Sweeney
	Title:  First Vice President


THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity



By:	_/s/ Cassandra Shedd
___________________
	Name: Cassandra Shedd
	Title:  Assistant Vice
President

(..continued)



14

DOCSDC1:129724.2 	2

EX-4

EXHIBIT 4.4

FIRST AMENDMENT
TO THE CLASS A(2001-2) TERMS DOCUMENT


		THIS FIRST AMENDMENT TO THE CLASS A(2001-2) TERMS DOCUMENT
dated as of August 8, 2001 (the "Amendment"), is between MBNA CREDIT
CARD MASTER NOTE TRUST, a statutory business trust organized under the
laws of the State of Delaware (the "Issuer"), and THE BANK OF NEW YORK,
a New York banking corporation (the "Indenture Trustee").

		WHEREAS, the parties hereto have executed that certain
Class A(2001-2) Terms Document, dated as of July 26, 2001 (the "Terms
Document"), the MBNAseries Indenture Supplement, dated as of May 24,
2001 (the "Indenture Supplement") and the Indenture, dated as of May
24, 2001 (the "Indenture" and, collectively with the Terms Document and
the Indenture Supplement, the "Agreement");

		WHEREAS the Issuer and the Indenture Trustee wish to amend
the Terms Document as provided herein;

	NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:

SECTION 1. Amendment of Section 2.03.  Section 2.03(a) of
the Terms Document shall be and hereby is amended by deleting the words
"one-twelfth of" where such words appear in the first sentence of such
subsection.


SECTION 2. Effectiveness.  The amendments provided for by
this Amendment shall become effective upon the following:

(a) Issuance of a Master Trust Tax Opinion and an Issuer
Tax Opinion to the Indenture Trustee.

(b) Delivery to the Indenture Trustee of an Officer's
Certificate to the effect that the Issuer 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.

(c) Counterparts of this Amendment, duly executed by the
parties hereto.

SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect.  All
references to the Agreement in any other document or instrument shall
be deemed to mean such Agreement as amended by this Amendment.  This
Amendment shall not constitute a novation of the Agreement, but shall
constitute an amendment thereof.  The parties hereto agree to be bound
by the terms and obligations of the Agreement, as amended by this
Amendment, as though the terms and obligations of the 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.  THIS AMENDMENT WILL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


SECTION 6. Defined Terms.  Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such
terms in the Agreement.

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

MBNA CREDIT CARD MASTER NOTE TRUST,
by MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
as Beneficiary and not in its
individual capacity



By:	__/s/ Kevin F.
Sweeney______________
	Name:  Kevin F. Sweeney
	Title:  First Vice President


THE BANK OF NEW YORK, as Indenture
Trustee
and not in its individual capacity



By:	_/s/ Cassandra Shedd
___________________
	Name: Cassandra Shedd
	Title:  Assistant Vice
President

(..continued)



3

DOCSDC1:129775.2 	2

EX-10

ISDA registered trademark
International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of July 25, 2001



WESTDEUTSCHE lANDESBANK GIROZENTRALE, NEW YORK BRANCH
("Party A")-
and-
MBNA CREDIT CARD MASTER NOTE TRUST
("Party B")

have entered and/or anticipate entering into one or more transactions
(each a "Transaction") that are or will be governed by this Master
Agreement, which includes the schedule (the "Schedule"), and the
documents and other confirming evidence (each a "Confirmation")
exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:?

1.	Interpretation

(a)	Definitions.  The terms defined in Section 14 and in the Schedule
will have the meanings therein specified for the purpose of this Master
Agreement.

(b)	Inconsistency.  In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master
Agreement, the Schedule will prevail.  In the event of any
inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will
prevail for the purpose of the relevant Transaction.

(c)	Single Agreement.  All Transactions are entered into in reliance
on the fact that this Master Agreement and all Confirmations form a
single agreement between the parties (collectively referred to as this
"Agreement"), and the parties would not otherwise enter into any
Transactions.

2.	Obligations

(a)	General Conditions.

(i)	Each party will make each payment or delivery specified in
each Confirmation to be made by it, subject to the other
provisions of this Agreement.

(ii)	Payments under this Agreement will be made on the due date
for value on that date in the place of the account specified in
the relevant Confirmation or otherwise pursuant to this
Agreement, in freely transferable funds and in the manner
customary for payments in the required currency.  Where
settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner
customary for the relevant obligation unless otherwise specified
in the relevant Confirmation or elsewhere in this Agreement.

(iii)	Each obligation of each party under Section 2(a)(i) is
subject to (1) the condition precedent that no Event of Default
or Potential Event of Default with respect to the other party has
occurred and is continuing, (2) the condition precedent that no
Early Termination Date in respect of the relevant Transaction has
occurred or been effectively designated and (3) each other
applicable condition precedent specified in this Agreement.

 (b)	Change of Account.  Either party may change its account for
receiving a payment or delivery by giving notice to the other party at
least five Local Business Days prior to the scheduled date for the
payment or delivery to which such change applies unless such other
party gives timely notice of a reasonable objection to such change.

(c)	Netting.  If on any date amounts would otherwise be payable:?

(i)	in the same currency; and

(ii)	in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation
to make payment of any such amount will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise
have been payable by the other party, replaced by an obligation upon
the party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate amount
over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same
date in the same currency in respect of such Transactions, regardless
of whether such amounts are payable in respect of the same Transaction.
The election may be made in the Schedule or a Confirmation by
specifying that subparagraph (ii) above will not apply to the
Transactions identified as being subject to the election, together with
the starting date (in which case subparagraph (ii) above will not, or
will cease to, apply to such Transactions from such date).  This
election may be made separately for different groups of Transactions
and will apply separately to each pairing of Offices through which the
parties make and receive
payments or deliveries.

(d)	Deduction or Withholding for Tax.

(i)	Gross-Up.  All payments under this Agreement will be made
without any deduction or withholding for or on account of any Tax
unless such deduction or withholding is required by any applicable
law, as modified by the practice of any relevant governmental
revenue authority, then in effect.  If a party is so required to
deduct or withhold, then that party ("X") will:?

		(1) 	promptly notify the other party ("Y") of such
requirement;

	(2)	pay to the relevant authorities the full amount required
to be deducted or withheld (including the full amount required
to be deducted or withheld from any additional amount paid by
X to Y under this Section 2(d)) promptly upon the earlier of
determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;

	(3)	promptly forward to Y an official receipt (or a certified
copy), or other documentation reasonably acceptable to Y,
evidencing such payment to such authorities; and

	(4)	if such Tax is an Indemnifiable Tax, pay to Y, in addition
to the payment to which Y is otherwise entitled under this
Agreement, such additional amount as is necessary to ensure
that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will
equal the full amount Y would have received had no such
deduction or withholding been required.  However, X will not
be required to pay any additional amount to Y to the extent
that it would not be required to be paid but for:?

	(A)	the failure by Y to comply with or perform any agreement
contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

	(B)	the failure of a representation made by Y pursuant to
Section 3(f) to be accurate and true unless such failure
would not have occurred but for (I) any action taken by a
taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction
is entered into (regardless of whether such action is taken
or brought with respect to a party to this Agreement) or
(II) a Change in Tax Law.

	(ii)	Liability.  If:?

	(1)	X is required by any applicable law, as modified by
the practice of any relevant governmental revenue authority,
to make any deduction or withholding in respect of which X
would not be required to pay an additional amount to Y under
Section 2(d)(i)(4);

	(2)	X does not so deduct or withhold; and

	(3)	a liability resulting from such Tax is assessed
directly against X,

then, except to the extent Y has satisfied or then satisfies the
liability resulting from such Tax, Y will promptly pay to X the
amount of such liability (including any related liability for
interest, but including any related liability for penalties only
if Y has failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)	Default Interest; Other Amounts.  Prior to the occurrence or
effective designation of an Early Termination Date in respect of the
relevant Transaction, a party that defaults in the performance of any
payment obligation will, to the extent permitted by law and subject to
Section 6(c), be required to pay interest (before as well as after
judgment) on the overdue amount to the other party on demand in the
same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the
date of actual payment, at the Default Rate.  Such interest will be
calculated on the basis of daily compounding and the actual number of
days elapsed.  If, prior to the occurrence or effective designation of
an Early Termination Date in respect of the relevant Transaction, a
party defaults in the performance of any obligation required to be
settled by delivery, it will compensate the other party on demand if
and to the extent provided for in the relevant Confirmation or
elsewhere in this Agreement.

3.	Representations

Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction
is entered into and, in the case of the representations in Section
3(f), at all times until the termination of this Agreement) that:?

(a)	Basic Representations.

	(i)	Status.  It is duly organized and validly existing under the
laws of the jurisdiction of its organization or incorporation
and, if relevant under such laws, in good standing;

	(ii)	Powers.  It has the power to execute this Agreement and any
other documentation relating to this Agreement to which it is a
party, to deliver this Agreement and any other documentation
relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement
and any obligations it has under any Credit Support Document to
which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;

	(iii)	No Violation or Conflict.  Such execution, delivery and
performance do not violate or conflict with any law applicable to
it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to
it or any of its assets or any contractual restriction binding on
or affecting it or any of its assets;

	(iv)	Consents.  All governmental and other consents that are
required to have been obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all
conditions of any such consents have been complied with; and

	(v)	Obligations Binding.  Its obligations under this Agreement and
any Credit Support Document to which it is a party constitute its
legal, valid and binding obligations, enforceable in accordance
with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at
law)).

(b)	Absence of Certain Events.  No Event of Default or Potential
Event of Default or, to its knowledge, Termination Event with respect
to it has occurred and is continuing and no such event or circumstance
would occur as a result of its entering into or performing its
obligations under this Agreement or any Credit Support Document to
which it is a party.

(c)	Absence of Litigation.  There is not pending or, to its
knowledge, threatened against it or any of its Affiliates any action,
suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely
to affect the legality, validity or enforceability against it of this
Agreement or any Credit Support Document to which it is a party or its
ability to perform its obligations under this Agreement or such Credit
Support Document.

(d)	Accuracy of Specified Information.  All applicable information
that is furnished in writing by or on behalf of it to the other party
and is identified for the purpose of this Section 3(d) in the Schedule
is, as of the date of the information, true, accurate and complete in
every material aspect.

(e)	Payer Tax Representation.  Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(e) is
accurate and true.

(f)	Payee Tax Representations.  Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is
accurate and true.

4.	Agreements

Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement or under any Credit
Support Document to which it is a party:?

(a)	Furnish Specified Information.  It will deliver to the other
party or, in certain cases under subparagraph (iii) below, to such
government or taxing authority as the other party reasonably directs:?

	(i)	any forms, documents or certificates relating to taxation
specified in the Schedule or any Confirmation;

	(ii)	any other documents specified in the Schedule or any
Confirmation; and

	(iii)	upon reasonable demand by such other party, any form or
document that may be required or reasonably requested in writing
in order to allow such other party or its Credit Support Provider
to make a payment under this Agreement or any applicable Credit
Support Document without any deduction or withholding for or on
account of any Tax or with such deduction or withholding at a
reduced rate (so long as the completion, execution or submission
of such form or document would not materially prejudice the legal
or commercial position of the party in receipt of such demand),
with any such form or document to be accurate and completed in a
manner reasonably satisfactory to such other party and to be
executed and to be delivered with any reasonably required
certification,

in each case by the date specified in the Schedule or such Confirmation
or, if none is specified, as soon as reasonably practicable.

(b)	Maintain Authorizations.  It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or
other authority that are required to be obtained by it with respect to
this Agreement or any Credit Support Document to which it is a party
and will use all reasonable efforts to obtain any that may become
necessary in the future.

(c)	Comply with Laws.  It will comply in all material respects with
all applicable laws and orders to which it may be subject if failure so
to comply would materially impair its ability to perform its
obligations under this Agreement or any Credit Support Document to
which it is a party.

(d)	Tax Agreement.  It will give notice of any failure of a
representation made by it under Section 3(f) to be accurate and true
promptly upon learning of such failure.

(e)	Payment of Stamp Tax.  Subject to Section 11, it will pay any
Stamp Tax levied or imposed upon it or in respect of its execution or
performance of this Agreement by a jurisdiction in which it is
incorporated, organized, managed and controlled, or considered to have
its seat, or in which a branch or office through which it is acting for
the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and
will indemnify the other party against any Stamp Tax levied or imposed
upon the other party or in respect of the other party's execution or
performance of this Agreement by any such Stamp Tax Jurisdiction which
is not also a Stamp Tax Jurisdiction with respect to the other party.


5.	Events of Default and Termination Events

(a)	Events of Default.  The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any of the following events
constitutes an event of default (an "Event of Default") with respect to
such party:?

	(i)	Failure to Pay or Deliver.  Failure by the party to make, when
due, any payment under this Agreement or delivery under Section
2(a)(i) or 2(e) required to be made by it if such failure is not
remedied on or before the third Local Business Day after notice
of such failure is given to the party;

	(ii)	Breach of Agreement.  Failure by the party to comply with
or perform any agreement or obligation (other than an obligation
to make any payment under this Agreement or delivery under
Section 2(a)(i) or 2(e) or to give notice of a Termination Event
or any agreement or obligation under Section 4(a)(i), 4(a)(iii)
or 4(d)) to be complied with or performed by the party in
accordance with this Agreement if such failure is not remedied on
or before the thirtieth day after notice of such failure is given
to the party;

	(iii)	Credit Support Default.

(1)	Failure by the party or any Credit Support Provider of
such party to comply with or perform any agreement or
obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure
is continuing after any applicable grace period has elapsed;

(2)	the expiration or termination of such Credit Support
Document or the failing or ceasing of such Credit Support
Document to be in full force and effect for the purpose of
this Agreement (in either case other than in accordance with
its terms) prior to the satisfaction of all obligations of
such party under each Transaction to which such Credit
Support Document relates without the written consent of the
other party; or

(3)	the party or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document;

(iv)	Misrepresentation.  A representation (other than a
representation under Section 3(e) or (f)) made or repeated or
deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit
Support Document proves to have been incorrect or misleading in
any material respect when made or repeated or deemed to have been
made or repeated;

(v)	Default under Specified Transaction.  The party, any Credit
Support Provider of such party or any applicable Specified Entity
of such party (1) defaults under a Specified Transaction and,
after giving effect to any applicable notice requirement or grace
period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified
Transaction, (2) defaults, after giving effect to any applicable
notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of,
or any payment on early termination of, a Specified Transaction
(or such default continues for at least three Local Business Days
if there is no applicable notice requirement or grace period) or
(3) disaffirms, disclaims, repudiates or rejects, in whole or in
part, a Specified Transaction (or such action is taken by any
person or entity appointed or empowered to operate it or act on
its behalf);

(vi)	Cross Default.  If "Cross Default" is specified in the
Schedule as applying to the party, the occurrence or existence of
(1) a default, event of default or other similar condition or
event (however
described) in respect of such party, any Credit Support Provider
of such party or any applicable Specified Entity of such party
under one or more agreements or instruments relating to Specified
Indebtedness of any of them (individually or collectively) in an
aggregate amount of not less than the applicable Threshold Amount
(as specified in the Schedule) which has resulted in such
Specified Indebtedness becoming, or becoming capable at such time
of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable
or (2) a default by such party, such Credit Support Provider or
such Specified Entity (individually or collectively) in making
one or more payments on the due date thereof in an aggregate
amount of not less than the applicable Threshold Amount under
such agreements or instruments (after giving effect to any
applicable notice requirement or grace period);

(vii)	Bankruptcy.  The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party:?

	(1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable
to pay its debts or fails or admits in writing its inability
generally to pay its debts as they become due; (3) makes a
general assignment, arrangement or composition with or for
the benefit of its creditors; (4) institutes or has
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such
proceeding or petition instituted or presented against it,
such proceeding or petition (A) results in a judgment of
insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation
or (B) is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up,
official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or
other similar official for it or for all or substantially all
its assets; (7) has a secured party take possession of all or
substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all its
assets and such secured party maintains possession, or any
such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8)
causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses
(1) to (7) (inclusive); or (9) takes any action in
furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or

(viii)	Merger Without Assumption.  The party or any Credit
Support Provider of such party consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all its
assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer:?

	(1)	the resulting, surviving or transferee entity fails to
assume all the obligations of such party or such Credit
Support Provider under this Agreement or any Credit Support
Document to which it or its predecessor was a party by
operation of law or pursuant to an agreement reasonably
satisfactory to the other party to this Agreement; or

	(2)	the benefits of any Credit Support Document fail to
extend (without the consent of the other party) to the
performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.

(b)	Termination Events.  The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any event specified below
constitutes an Illegality if the event is specified in (i) below, a Tax
Event if the event is specified in (ii) below or a Tax Event Upon
Merger if the event is specified in (iii) below, and, if specified to
be applicable, a Credit Event Upon Merger if the event is specified
pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:?

	(i)	Illegality.  Due to the adoption of, or any change in, any
applicable law after the date on which a Transaction is entered
into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority
with competent jurisdiction of any applicable law after such
date, it becomes unlawful (other than as a result of a breach by
the party of Section 4(b)) for such party (which will be the
Affected Party):?

(1)	to perform any absolute or contingent obligation to
make a payment or delivery or to receive a payment or
delivery in respect of such Transaction or to comply with
any other material provision of this Agreement relating to
such Transaction; or

(2)	to perform, or for any Credit Support Provider of such
party to perform, any contingent or other obligation which
the party (or such Credit Support Provider) has under any
Credit Support Document relating to such Transaction;

	(ii)	Tax Event.  Due to (x) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or
after the date on which a Transaction is entered into (regardless
of whether such action is taken or brought with respect to a
party to this Agreement) or (y) a Change in Tax Law, the party
(which will be the Affected Party) will, or there is a
substantial likelihood that it will, on the next succeeding
Scheduled Payment Date (1) be required to pay to the other party
an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an
amount is required to be deducted or withheld for or on account
of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid
in respect of such Tax under Section 2(d)(i)(4) (other than by
reason of Section 2(d)(i)(4)(A) or (B));

	(iii)	Tax Event Upon Merger.  The party (the "Burdened Party") on
the next succeeding Scheduled Payment Date will either (1) be
required to pay an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
payment from which an amount has been deducted or withheld for or
on account of any Indemnifiable Tax in respect of which the other
party is not required to pay an additional amount (other than by
reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
result of a party consolidating or amalgamating with, or merging
with or into, or transferring all or substantially all its assets
to, another entity (which will be the Affected Party) where such
action does not constitute an event described in Section
5(a)(viii);

	(iv)	Credit Event Upon Merger.  If "Credit Event Upon Merger" is
specified in the Schedule as applying to the party, such party
("X"), any Credit Support Provider of X or any applicable
Specified Entity of X consolidates or amalgamates with, or merges
with or into, or transfers all or substantially all its assets
to, another entity and such action does not constitute an event
described in Section 5(a)(viii) but the creditworthiness of the
resulting, surviving or transferee entity is materially weaker
than that of X, such Credit Support Provider or such Specified
Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as
appropriate, will be the Affected Party); or

	(v)	Additional Termination Event.  If any "Additional Termination
Event" is specified in the Schedule or any Confirmation as
applying, the occurrence of such event (and, in such event, the
Affected Party or Affected Parties shall be as specified for such
Additional Termination Event in the Schedule or such
Confirmation).

(c)	Event of Default and Illegality.  If an event or circumstance
which would otherwise constitute or give rise
to an Event of Default also constitutes an Illegality, it will be
treated as an Illegality and will not constitute an
Event of Default.

6.	Early Termination

(a)	Right to Terminate Following Event of Default.  If at any time an
Event of Default with respect to a party (the "Defaulting Party") has
occurred and is then continuing, the other party (the "Non-defaulting
Party") may, by not more than 20 days notice to the Defaulting Party
specifying the relevant Event of Default, designate a day not earlier
than the day such notice is effective as an Early Termination Date in
respect of all outstanding Transactions.  If, however, "Automatic Early
Termination" is specified in the Schedule as applying to a party, then
an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party
of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time
immediately preceding the institution of the relevant proceeding or the
presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4)
or, to the extent analogous thereto, (8).

(b)	Right to Terminate Following Termination Event.

	(i)	Notice.  If a Termination Event occurs, an Affected Party
will, promptly upon becoming aware of it, notify the other party,
specifying the nature of that Termination Event and each Affected
Transaction and will also give such other information about that
Termination Event as the other party may reasonably require.

	(ii)	Transfer to Avoid Termination Event.  If either an
Illegality under Section 5(b)(i)(1) or a Tax Event occurs and
there is only one Affected Party, or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party, the Affected
Party will, as a condition to its right to designate an Early
Termination Date under Section 6(b)(iv), use all reasonable
efforts (which will not require such party to incur a loss,
excluding immaterial, incidental expenses) to transfer within 20
days after it gives notice under Section 6(b)(i) all its rights
and obligations under this Agreement in respect of the Affected
Transactions to another of its Offices or Affiliates so that such
Termination Event ceases to exist.

	If the Affected Party is not able to make such a transfer it will
give notice to the other party to that effect within such 20 day
period, whereupon the other party may effect such a transfer
within 30 days after the notice is given under Section 6(b)(i).

	Any such transfer by a party under this Section 6(b)(ii) will be
subject to and conditional upon the prior written consent of the
other party, which consent will not be withheld if such other
party's policies in effect at such time would permit it to enter
into transactions with the transferee on the terms proposed.

	(iii)	Two Affected Parties.  If an Illegality under Section
5(b)(i)(1) or a Tax Event occurs and there are two Affected
Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under
Section 6(b)(i) on action to avoid that Termination Event.

	(iv)	Right to Terminate.  If:?

	(1)	a transfer under Section 6(b)(ii) or an agreement under
Section 6(b)(iii), as the case may be, has not been effected
with respect to all Affected Transactions within 30 days after
an Affected Party gives notice under Section 6(b)(i); or

	(2)	an Illegality under Section 5(b)(i)(2), a Credit Event
Upon Merger or an Additional Termination Event occurs, or a
Tax Event Upon Merger occurs and the Burdened Party is not the
Affected Party,

either party in the case of an Illegality, the Burdened Party in
the case of a Tax Event Upon Merger, any Affected Party in the
case of a Tax Event or an Additional Termination Event if there
is more than one Affected Party, or the party which is not the
Affected Party in the case of a Credit Event Upon Merger or an
Additional Termination Event if there is only one Affected Party
may, by not more than 20 days notice to the other party and
provided that the relevant Termination Event is then continuing,
designate a day not earlier than the day such notice is effective
as an Early Termination Date in respect of all Affected
Transactions.

(c)	Effect of Designation.

	(i)	If notice designating an Early Termination Date is given under
Section 6(a) or (b), the Early Termination Date will occur on the
date so designated, whether or not the relevant Event of Default
or Termination Event is then continuing.

	(ii)	Upon the occurrence or effective designation of an Early
Termination Date, no further payments or deliveries under Section
2(a)(i) or 2(e) in respect of the Terminated Transactions will be
required to be made, but without prejudice to the other
provisions of this Agreement.  The amount, if any, payable in
respect of an Early Termination Date shall be determined pursuant
to Section 6(e).

(d)	Calculations.

	(i)	Statement.  On or as soon as reasonably practicable following
the occurrence of an Early Termination Date, each party will make
the calculations on its part, if any, contemplated by Section
6(e) and will provide to the other party a statement (1) showing,
in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e))
and (2) giving details of the relevant account to which any
amount payable to it is to be paid.  In the absence of written
confirmation from the source of a quotation obtained in
determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the
existence and accuracy of such quotation.

	(ii)	Payment Date.  An amount calculated as being due in respect
of any Early Termination Date under Section 6(e) will be payable
on the day that notice of the amount payable is effective (in the
case of an Early Termination Date which is designated or occurs
as a result of an Event of Default) and on the day which is two
Local Business Days after the day on which notice of the amount
payable is effective (in the case of an Early Termination Date
which is designated as a result of a Termination Event).  Such
amount will be paid together with (to the extent permitted under
applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the
relevant Early Termination Date to (but excluding) the date such
amount is paid, at the Applicable Rate.  Such interest will be
calculated on the basis of daily compounding and the actual
number of days elapsed.

(e)	Payments on Early Termination.  If an Early Termination Date
occurs, the following provisions shall apply based on the parties'
election in the Schedule of a payment measure, either "Market
Quotation" or "Loss", and a payment method, either the "First Method"
or the "Second Method".  If the parties fail to designate a payment
measure or payment method in the Schedule, it will be deemed that
"Market Quotation" or the "Second Method", as the case may be, shall
apply.  The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to any
Set-off.

	(i)	Events of Default.  If the Early Termination Date results from
an Event of Default:?

	(1)	First Method and Market Quotation.  If the First Method
and Market Quotation apply, the Defaulting Party will pay to
the Non-defaulting Party the excess, if a positive number, of
(A) the sum of the Settlement Amount (determined by the Non-
defaulting Party) in respect of the Terminated Transactions
and the Termination Currency Equivalent of the Unpaid Amounts
owing to the Non-defaulting Party over (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the
Defaulting Party.

(2)	First Method and Loss.  If the First Method and Loss
apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party's Loss
in respect of this Agreement.

(3)	Second Method and Market Quotation.  If the Second Method
and Market Quotation apply, an amount will be payable equal to
(A) the sum of the Settlement Amount (determined by the Non-
defaulting Party) in respect of the Terminated Transactions
and the Termination Currency Equivalent of the Unpaid Amounts
owing to the Non-defaulting Party less (B) the Termination
Currency Equivalent of the Unpaid Amounts owing to the
Defaulting Party.  If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if
it is a negative number, the Non-defaulting Party will pay the
absolute value of that amount to the Defaulting Party.

(4)	Second Method and Loss.  If the Second Method and Loss
apply, an amount will be payable equal to the Non-defaulting
Party's Loss in respect of this Agreement.  If that amount is
a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-
defaulting Party will pay the absolute value of that amount to
the Defaulting Party.

(ii)	Termination Events.  If the Early Termination Date results
from a Termination Event:?

(1)	One Affected Party.  If there is one Affected Party, the
amount payable will be determined in accordance with Section
6(e)(i)(3), if Market Quotation applies, or Section
6(e)(i)(4), if Loss applies, except that, in either case,
references to the Defaulting Party and to the Non-defaulting
Party will be deemed to be references to the Affected Party
and the party which is not the Affected Party, respectively,
and, if Loss applies and fewer than all the Transactions are
being terminated, Loss shall be calculated in respect of all
Terminated Transactions.

(2)	Two Affected Parties.  If there are two Affected
Parties:?

	(A)	if Market Quotation applies, each party will
determine a Settlement Amount in respect of the
Terminated Transactions, and an amount will be payable
equal to (I) the sum of (a) one-half of the difference
between the Settlement Amount of the party with the
higher Settlement Amount ("X") and the Settlement Amount
of the party with the lower Settlement Amount ("Y") and
(b) the Termination Currency Equivalent of the Unpaid
Amounts owing to X less (II) the Termination Currency
Equivalent of the Unpaid Amounts owing to Y; and

	(B) 	if Loss applies, each party will determine its
Loss in respect of this Agreement (or, if fewer than all
the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable
equal to one-half of the difference between the Loss of
the party with the higher Loss ("X") and the Loss of the
party with the lower Loss ("Y").

	If the amount payable is a positive number, Y will pay it to X;
if it is a negative number, X will pay the absolute value of
that amount to Y.

(iii)	Adjustment for Bankruptcy.  In circumstances where an
Early Termination Date occurs because "Automatic Early
Termination" applies in respect of a party, the amount determined
under this Section 6(e) will be subject to such adjustments as
are appropriate and permitted by law to reflect any payments or
deliveries made by one party to the other under this Agreement
(and retained by such other party) during the period from the
relevant Early Termination Date to the date for payment
determined under Section 6(d)(ii).

(iv)	Pre-Estimate.  The parties agree that if Market Quotation
applies an amount recoverable under this Section 6(e) is a
reasonable pre-estimate of loss and not a penalty.  Such amount
is payable for the loss of bargain and the loss of protection
against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.

7.	Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by
way of security or otherwise) by either party without the prior written
consent of the other party, except that:?

(a)	a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer
of all or substantially all its assets to, another entity (but without
prejudice to any other right or remedy under this Agreement); and

(b)	a party may make such a transfer of all or any part of its
interest in any amount payable to it from a Defaulting Party under
Section 6(e).

Any purported transfer that is not in compliance with this Section will
be void.

8.	Contractual Currency

(a)	Payment in the Contractual Currency.  Each payment under this
Agreement will be made in the relevant currency specified in this
Agreement for that payment (the "Contractual Currency").  To the extent
permitted by applicable law, any obligation to make payments under this
Agreement in the Contractual Currency will not be discharged or
satisfied by any tender in any currency other than the Contractual
Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable
manner and in good faith in converting the currency so tendered into
the Contractual Currency, of the full amount in the Contractual
Currency of all amounts payable in respect of this Agreement.  If for
any reason the amount in the Contractual Currency so received falls
short of the amount in the Contractual Currency payable in respect of
this Agreement, the party required to make the payment will, to the
extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate
for the shortfall.  If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b)	Judgments.  To the extent permitted by applicable law, if any
judgment or order expressed in a currency other than the Contractual
Currency is rendered (i) for the payment of any amount owing in respect
of this Agreement, (ii) for the payment of any amount relating to any
early termination in respect of this Agreement or (iii) in respect of a
judgment or order of another court for the payment of any amount
described in (i) or (ii) above, the party seeking recovery, after
recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums
paid in such other currency and will refund promptly to the other party
any excess of the Contractual Currency received by such party as a
consequence of sums paid in such other currency if such shortfall or
such excess arises or results from any variation between the rate of
exchange at which the Contractual Currency is converted into the
currency of the judgment or order for the purposes of such judgment or
order and the rate of exchange at which such party is able, acting in a
reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually
received by such party.  The term "rate of exchange" includes, without
limitation, any premiums and costs of exchange payable in connection
with the purchase of or conversion into the Contractual Currency.

(c)	Separate Indemnities.  To the extent permitted by applicable law,
these indemnities constitute separate and independent obligations from
the other obligations in this Agreement, will be enforceable as
separate and independent causes of action, will apply notwithstanding
any indulgence granted by the party to which any payment is owed and
will not be affected by judgment being obtained or claim or proof being
made for any other sums payable in respect of this Agreement.

(d)	Evidence of Loss.  For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a
loss had an actual exchange or purchase been made.

9.	Miscellaneous

(a)	Entire Agreement.  This Agreement constitutes the entire
agreement and understanding of the parties with respect to its subject
matter and supersedes all oral communication and prior writings with
respect thereto.

(b)	Amendments.  No amendment, modification or waiver in respect of
this Agreement will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes or electronic messages
on an electronic messaging system.

(c)	Survival of Obligations.  Without prejudice to Sections 2(a)(iii)
and 6(c)(ii), the obligations of the parties under this Agreement will
survive the termination of any Transaction.

(d)	Remedies Cumulative.  Except as provided in this Agreement, the
rights, powers, remedies and privileges provided in this Agreement are
cumulative and not exclusive of any rights, powers, remedies and
privileges provided by law.

(e)	Counterparts and Confirmations.

	(i)	This Agreement (and each amendment, modification and waiver
in respect of it) may be executed and delivered in counterparts
(including by facsimile transmission), each of which will be
deemed an original.

(ii)	The parties intend that they are legally bound by the terms
of each Transaction from the moment they agree to those terms
(whether orally or otherwise).  A Confirmation shall be entered
into as soon as practicable and may be executed and delivered in
counterparts (including by facsimile transmission) or be created
by an exchange of telexes or by an exchange of electronic
messages on an electronic messaging system, which in each case
will be sufficient for all purposes to evidence a binding
supplement to this Agreement.  The parties will specify therein
or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.

(f)	No Waiver of Rights.  A failure or delay in exercising any right,
power or privilege in respect of this Agreement will not be presumed to
operate as a waiver, and a single or partial exercise of any right,
power or privilege will not be presumed to preclude any subsequent or
further exercise, of that right, power or privilege or the exercise of
any other right, power or privilege.

(g)	Headings.  The headings used in this Agreement are for
convenience of reference only and are not to affect the construction of
or to be taken into consideration in interpreting this Agreement.

10.	Offices; Multibranch Parties

(a)	If Section 10(a) is specified in the Schedule as applying, each
party that enters into a Transaction through an Office other than its
head or home office represents to the other party that, notwithstanding
the place of booking office or jurisdiction of incorporation or
organization of such party, the obligations of such party are the same
as if it had entered into the Transaction through its head or home
office.  This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b)	Neither party may change the Office through which it makes and
receives payments or deliveries for the purpose of a Transaction
without the prior written consent of the other party.

(c)	If a party is specified as a Multibranch Party in the Schedule,
such Multibranch Party may make and receive payments or deliveries
under any Transaction through any Office listed in the Schedule, and
the Office through which it makes and receives payments or deliveries
with respect to a Transaction will be specified in the relevant
Confirmation.

11.	Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the
other party for and against all reasonable out-of-pocket expenses,
including legal fees and Stamp Tax, incurred by such other party by
reason of the enforcement and protection of its rights under this
Agreement or any Credit Support Document to which the Defaulting Party
is a party or by reason of the early termination of any Transaction,
including, but not limited to, costs of collection.

12.	Notices

(a)	Effectiveness.  Any notice or other communication in respect of
this Agreement may be given in any manner set forth below (except that
a notice or other communication under Section 5 or 6 may not be given
by facsimile transmission or electronic messaging system) to the
address or number or in accordance with the electronic messaging system
details provided (see the Schedule) and will be deemed effective as
indicated:?

	(i)	if in writing and delivered in person or by courier, on the
date it is delivered;

	(ii)	if sent by telex, on the date the recipient's answerback is
received;

	(iii)	if sent by facsimile transmission, on the date that
transmission is received by a responsible employee of the
recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a
transmission report generated by the sender's facsimile machine);

	(iv)	if sent by certified or registered mail (airmail, if
overseas) or the equivalent (return receipt requested), on the
date that mail is delivered or its delivery is attempted; or

	(v)	if sent by electronic messaging system, on the date that
electronic message is received,

unless the date of delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is
delivered (or attempted) or received, as applicable, after the close of
business on a Local Business Day, in which case that communication
shall be deemed given and effective on the first following day that is
a Local Business Day.

(b)	Change of Addresses.  Either party may by notice to the other
change the address, telex or facsimile number or electronic messaging
system details at which notices or other communications are to be given
to it.

13.	Governing Law and Jurisdiction

(a)	Governing Law.  This Agreement will be governed by and construed
in accordance with the law specified in the Schedule.

(b)	Jurisdiction.  With respect to any suit, action or proceedings
relating to this Agreement ("Proceedings"), each party irrevocably:?

	(i)	submits to the jurisdiction of the English courts, if this
Agreement is expressed to be governed by English law, or to the
non-exclusive jurisdiction of the courts of the State of New York
and the United States District Court located in the Borough of
Manhattan in New York City, if this Agreement is expressed to be
governed by the laws of the State of New York; and

	(ii)	waives any objection which it may have at any time to the
laying of venue of any Proceedings brought in any such court,
waives any claim that such Proceedings have been brought in an
inconvenient forum and further waives the right to object, with
respect to such Proceedings, that such court does not have any
jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing
Proceedings in any other jurisdiction (outside, if this Agreement is
expressed to be governed by English law, the Contracting States, as
defined in Section 1(3) of the Civil Jurisdiction and Judgments Act
1982 or any modification, extension or re-enactment thereof for the
time being in force) nor will the bringing of Proceedings in any one or
more jurisdictions preclude the bringing of Proceedings in any other
jurisdiction.

(c)	Service of Process.  Each party irrevocably appoints the Process
Agent (if any) specified opposite its name in the Schedule to receive,
for it and on its behalf, service of process in any Proceedings.  If
for any reason any party's Process Agent is unable to act as such, such
party will promptly notify the other party and within 30 days appoint a
substitute process agent acceptable to the other party.  The parties
irrevocably consent to service of process given in the manner provided
for notices in Section 12.  Nothing in this Agreement will affect the
right of either party to serve process in any other manner permitted by
law.

(d)	Waiver of Immunities.  Each party irrevocably waives, to the
fullest extent permitted by applicable law, with respect to itself and
its revenues and assets (irrespective of their use or intended use),
all immunity on the grounds of sovereignty or other similar grounds
from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of
property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it
or its revenues or assets might otherwise be entitled in any
Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any
such immunity in any Proceedings.

14.	Definitions

As used in this Agreement:?

"Additional Termination Event" has the meaning specified in Section
5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and
(b) with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person,
any entity controlled, directly or indirectly, by the person, any
entity that controls, directly or indirectly, the person or any entity
directly or indirectly under common control with the person.  For this
purpose, "control" of any entity or person means ownership of a
majority of the voting power of the entity or person.

"Applicable Rate" means:?

(a)	in respect of obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Defaulting Party, the Default
Rate;

(b)	in respect of an obligation to pay an amount under Section 6(e)
of either party from and after the date (determined in accordance with
Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c)	in respect of all other obligations payable or deliverable (or
which would have been but for Section 2(a)(iii)) by a Non-defaulting
Party, the Non-default Rate; and

(d)	in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or
after the date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorization,
exemption, notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is
specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof
or evidence of any actual cost) to the relevant payee (as certified by
it) if it were to fund or of funding the relevant amount plus 1% per
annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with
Section 6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be
imposed in respect of a payment under this Agreement but for a present
or former connection between the jurisdiction of the government or
taxation authority imposing such Tax and the recipient of such payment
or a person related to such recipient (including, without limitation, a
connection arising from such recipient or related person being or
having been a citizen or resident of such jurisdiction, or being or
having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or
fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment
under, or enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the
case of tax matters, by the practice of any relevant governmental
revenue authority) and "lawful" and "unlawful" will be construed
accordingly.

"Local Business Day" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any
obligation under Section 2(a)(i), in the place(s) specified in the
relevant Confirmation or, if not so specified, as otherwise agreed by
the parties in writing or determined pursuant to provisions contained,
or incorporated by reference, in this Agreement, (b) in relation to any
other payment, in the place where the relevant account is located and,
if different, in the principal financial centre, if any, of the
currency of such payment, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in
the city specified in the address for notice provided by the recipient
and, in the case of a notice contemplated by Section 2(b), in the place
where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with
respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith
to be its total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that Terminated
Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of
such party but without duplication, loss or cost incurred as a result
of its terminating, liquidating, obtaining or reestablishing any hedge
or related trading position (or any gain resulting from any of them).
Loss includes losses and costs (or gains) in respect of any payment or
delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early
Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.  Loss does not
include a party's legal fees and out-of-pocket expenses referred to
under Section 11.  A party will determine its Loss as of the relevant
Early Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable.  A party
may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the
relevant markets.

"Market Quotation" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount determined
on the basis of quotations from Reference Market-makers.  Each
quotation will be for an amount, if any, that would be paid to such
party (expressed as a negative number) or by such party (expressed as a
positive number) in consideration of an agreement between such party
(taking into account any existing Credit Support Document with respect
to the obligations of such party) and the quoting Reference Market-
maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of
each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date.
For this purpose, Unpaid Amounts in respect of the Terminated
Transaction or group of Terminated Transactions are to be excluded but,
without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming
satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included.  The Replacement Transaction would
be subject to such documentation as such party and the Reference
Market-maker may, in good faith, agree.  The party making the
determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the
same day and time (without regard to different time zones) on or as
soon as reasonably practicable after the relevant Early Termination
Date.  The day and time as of which those quotations are to be obtained
will be selected in good faith by the party obligated to make a
determination under Section 6(e), and, if each party is so obliged,
after consultation with the other.  If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and
lowest values.  If exactly three such quotations are provided, the
Market Quotation will be the quotation remaining after disregarding the
highest and lowest quotations.  For this purpose, if more than one
quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded.  If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of
such Terminated Transaction or group of Terminated Transactions cannot
be determined.

"Non-default Rate" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the Non-defaulting party (as
certified by it) if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's
head or home office.

"Potential Event of Default" means any event which, with the giving of
notice or the lapse of time or both, would constitute an Event of
Default.

"Reference Market-makers" means four leading dealers in the relevant
market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which
satisfy all the criteria that such party applies generally at the time
in deciding whether to offer or to make an extension of credit and (b)
to the extent practicable, from among such dealers having an office in
the same city.

"Relevant Jurisdiction" means, with respect to a party, the
jurisdictions (a) in which the party is incorporated, organized,
managed and controlled or considered to have its seat, (b) where an
Office through which the party is acting for purposes of this Agreement
is located, (c) in which the party executes this Agreement and (d) in
relation to any payment, from or through which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is
to be made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the
payer of an amount under Section 6 is entitled or subject (whether
arising under this Agreement, another contract, applicable law or
otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early
Termination Date, the sum of:?

(a)	the Termination Currency Equivalent of the Market Quotations
(whether positive or negative) for each Terminated Transaction or group
of Terminated Transactions for which a Market Quotation is determined;
and

(b)	such party's Loss (whether positive or negative and without
reference to any Unpaid Amounts) for each Terminated Transaction or
group of Terminated Transactions for which a Market Quotation cannot be
determined or would not (in the reasonable belief of the party making
the determination) produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or
surety or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now existing
or hereafter entered into between one party to this Agreement (or any
Credit Support Provider of such party or any applicable Specified
Entity of such party) and the other party to this Agreement (or any
Credit Support Provider of such other party or any applicable Specified
Entity of such other party) which is a rate swap transaction, basis
swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or
any other similar transaction (including any option with respect to any
of these transactions), (b) any combination of these transactions and
(c) any other transaction identified as a Specified Transaction in this
Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar
tax.

"Tax" means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature (including interest, penalties and
additions thereto) that is imposed by any government or other taxing
authority in respect of any payment under this Agreement other than a
stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination
Date (a) if resulting from a Termination Event, all Affected
Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the
effectiveness of the notice designating that Early Termination Date
(or, if "Automatic Early Termination" applies, immediately before that
Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount
denominated in the Termination Currency, such Termination Currency
amount and, in respect of any amount denominated in a currency other
than the Termination Currency (the "Other Currency"), the amount in the
Termination Currency determined by the party making the relevant
determination as being required to purchase such amount of such Other
Currency as at the relevant Early Termination Date, or, if the relevant
Market Quotation or Loss (as the case may be), is determined as of a
later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected
as provided below) for the purchase of such Other Currency with the
Termination Currency at or about 11:00 a.m. (in the city in which such
foreign exchange agent is located) on such date as would be customary
for the determination of such a rate for the purchase of such Other
Currency for value on the relevant Early Termination Date or that later
date.  The foreign exchange agent will, if only one party is obliged to
make a determination under Section 6(e), be selected in good faith by
that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event
Upon Merger or, if specified to be applicable, a Credit Event Upon
Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean
of the cost (without proof or evidence of any actual cost) to each
party (as certified by such party) if it were to fund or of funding
such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have
become payable but for Section 2(a)(iii)) to such party under Section
2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which
was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination
Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or
would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent
permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were
or would have been required to have been paid or performed to (but
excluding) such Early Termination Date, at the Applicable Rate.  Such
amounts of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed.  The fair market
value of any obligation referred to in clause (b) above shall be
reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the
average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on
the first page of this document.


WESTDEUTSCHE lANDESBANK GIROZENTRALE, NEW YORK BRANCH--
MBNA CREDIT CARD MASTER NOTE TRUST

By:MBNA America Bank, National Association, solely in its capacity as
beneficiary and not in its individual capacity
(Name of Party)
(Name of Party)




By_/s/ Robert D. Wieser_______________________		By__/s/ Jerry M.
Hamstead    ____________________
	Name:  Robert D. Weiser		Name:  Jerry M. Hamstead
	Title:  Associate Director		Title:  Senior Vice
President
	Date:  July 25, 2001		Date:  July 25, 2001




By__/s/ Shirin Emami__________________________
	Name:  Shirin Emami
	Title:  Director and Counsel
	Date:  July 25, 2001






SCHEDULE
to the
Master Agreement
dated as of July 25, 2001
between
Westdeutsche Landesbank Girozentrale, New York Branch ("Party A"),

and

The MBNA CREDIT CARD MASTER NOTE TRUST ("Party B"), a trust formed
pursuant to a trust agreement dated as of May 4, 2001, as amended and
restated as of May 24, 2001, and as amended as of July 12, 2001 (as
amended and restated, the "Trust Agreement").


Part 1.	Termination Provisions

In this Agreement:

(a) "Specified Entity" shall not apply for purposes of this
Agreement.

(b) "Specified Transaction" will have the meaning specified in
Section 14 of this Agreement.

(c) The "Breach of Agreement" provisions of Section 5(a)(ii), the
"Misrepresentation" provisions of Section 5(a)(iv), the "Default
under Specified Transaction" provisions of Section 5(a)(v), the
"Cross Default" provisions of Section 5(a)(vi), the "Merger
Without Assumption" provisions of Section 5(a)(viii), the "Tax
Event" provisions of Section 5(b)(ii), "Tax Event Upon Merger"
provisions of Section 5(b)(iii), and the "Credit Event Upon
Merger" provisions of Section 5(b)(iv) will not apply to Party A
and will not apply to Party B.  Solely with respect to payments
required to be made by Party A after the occurrence of an Early
Redemption Event with respect to the Class C Notes, the word
"third" in the final line of Section 5(a)(i) shall be replaced
with "12:00 noon New York City time of the first (or such other
time as may be mutually agreed to by Party A, Party B and the
Note Rating Agencies)".

(d) The "Automatic Early Termination" provisions of Section 6(a) will
not apply to Party A and will not apply to Party B.

(e) Payments on Early Termination.  For the purpose of Section 6(e)
of this Agreement, Market Quotation and the Second Method will
apply; provided, however, that in the case of an Event of Default
with respect to Party A as the Defaulting Party or a Termination
Event with respect to Party A as the Affected Party, the related
Settlement Amount, if negative, will be deemed to be zero if the
Market Quotation (as such term is modified pursuant to Part 1 (f)
below) cannot be determined.

(f) Market Quotation.  Notwithstanding anything to the contrary in
the definition of Market Quotation in Section 14, in the case of
an Event of Default with respect to Party A as the Defaulting
Party or a Termination Event with respect to Party A as the
Affected Party, the Market Quotation, if negative, will be deemed
to be the negative quotation, if any, with the highest absolute
value received from any Reference Market-maker, even if only one
quotation is provided, with which Party B is able, using its best
efforts, to enter into a Replacement Transaction even if Party B
reasonably believes such Market Quotation would not produce a
commercially reasonable result.

(g) "Reference Market-maker" will not have the meaning specified in
Section 14, but will instead mean the following:

		"Reference Market-maker" means five leading dealers in the
relevant market selected by the party determining the
Market Quotation in good faith (a) from among dealers which
are rated not lower than investment grade by S&P and
Moody's which satisfy the criteria that such party applies
generally at that time in deciding whether to offer or make
an extension of credit and (b) to the extent practicable,
from among dealers having an office in the same city.

(h) "Termination Currency" means United States Dollars ("USD").

(i)	"Additional Termination Events" shall mean the following (with
Party B being the Affected Party, in each case):

(i)	On any Transfer Date following an Early Redemption Event, a
Nominal Liquidation Amount Deficit (determined after giving
effect to any reimbursement of such Nominal Liquidation
Amount Deficit on such Transfer Date), if any, for the
Class C Notes exceeds the amount on deposit in the Class C
Reserve sub-Account for the Class C Notes.

(ii)	On any Transfer Date following a sale of Receivables
pursuant to Section 9.02(a) of the Pooling and Servicing
Agreement, the sum of the amount on deposit in the
Principal Funding sub-Account for the Class C Notes and the
amount on deposit in the Class C Reserve sub-Account for
the Class C Notes is less than the Outstanding Dollar
Principal Amount of the Class C Notes.


Part 2.	Tax Representations.

(a) Payer Tax Representations.  For the purpose of Section 3(e) of
this Agreement, Party A and Party B will each make the following
representation:

	It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or
on account of any Tax from any payment (other than interest under
Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by
it to the other party under this Agreement.  In making this
representation, it may rely on (i) the accuracy of any
representation made by the other party pursuant to Section 3(f)
of this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) and 4(a)(iii) of this
Agreement; and (iii) the satisfaction of the agreement of the
other party contained in Section 4(d) of this Agreement, provided
that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not
deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.

(b) Payee Representations.  For the purpose of Section 3(f) of this
Agreement, Party A and Party B make the following
representations:

(i) The following representation will apply to Party B:

For United States federal income tax purposes it is a
"United States Person" as defined in  7701 (a)(30) of the
Internal Revenue Code.

(ii) The following representations will apply to Party A:

(x)	For United States Federal income tax purposes, it is
a corporation that is the beneficial owner of each
payment received or to be received by it in
connection with this Agreement and such payment will
be effectively connected with its conduct of a trade
or business in the United States of America.

(y) 	It is a "foreign person" within the meaning of that
term as used in  1.6041-4(a)(4) of the United States
Treasury Regulations.

Part 3.	Agreement to Deliver Documents.

	For the purpose of Sections 3(d), 4(a)(i) and (ii) of this
Agreement, each party agrees to deliver the following documents,
as applicable:

	(a)	Tax forms, documents or certificates to be delivered
are:
Party required to deliver document-

Form/Document/Certificate-
Date by which
to be delivered-Covered by Section 3(d) Representation
Party B-Any form or document that may be reasonably requested, and that
Party B is eligible to provide, in order to allow the requesting party
to make a payment without (or with reduced) withholding Tax.-Promptly
upon reasonable demand by the other party.-Yes
Party A-Two accurate and completed signed copies of Internal Revenue
Service Form W-8ECI, all other related forms (including any certificate
with respect thereto) as Party B may reasonably request, and any form
or document that may be reasonably requested, and that Party A is
eligible to provide, in order to allow the requesting party to make a
payment without (or with reduced) withholding Tax.-Within 30 days of
the execution and delivery of this Agreement, but in no event later
than the date of the first payment made by Party A to Party B in
connection with the Agreement and additionally, prior to the date on
which the first payment is to be made by Party A, with respect to each
fourth (4th) calendar year succeeding the execution of the last
delivered such form; and within the earlier of (i) 30 days of a change
in circumstances that renders the forms previously delivered to Party A
inaccurate or incomplete in any material respect or (ii) the first
Fixed Rate Payer Payment Date which falls after a change in
circumstances that renders the forms previously delivered to Party B
inaccurate or incomplete in any material respect.-Yes

	(b)	Other documents to be delivered are:

Party required to deliver document-
Form/Document/Certificate-
Date by which to be delivered-Covered by Section 3(d)
Party A-Opinions of  counsel for Party A substantially in the form of
Exhibit A to this Schedule-Upon execution of this Agreement-Yes
Party A-An incumbency certificate with respect to the signatory of this
Agreement-Upon execution of this Agreement-Yes
Party B-An opinion of counsel for Party B substantially in the form of
Exhibit B to this Schedule-Upon execution of this Agreement-Yes
Party B-A list of authorized signatories with respect to the signatory
of this Agreement-Upon execution of this Agreement-Yes

Part 4.	Miscellaneous.

(a) Addresses for Notices.  For the purpose of Section 12(a):

Address for notices or communications to Party A:

To the office(s) specified in the relevant Confirmation with a
copy of any notice or other communication under Section 5, 6, 7,
11 or 13 to the New York Branch Legal Department and Dusseldorf
Office of Party A as set out below:

Address:	New York Branch - Legal Department
1211 Avenue of the Americas
New York, New York  10036
Attention:	Legal Department
Telephone No.:  (212) 852-6092
Facsimile No.:  (212) 768-4781

Address:	Dusseldorf Branch - Head Office
Westdeutsche Landesbank Girozentrale
Herzogstrasse 15
D-40217 Dusseldorf
Germany
Attention:	Legal Department (Documentation Unit)
Telephone No.:  0049 (211) 826-71709
Facsimile No.:  0049 (211) 826-6124

	Address for notices or communications to Party B:

	Address:	MBNA Credit Card Master Note Trust
			c/o MBNA America Bank,
			  National Association, as Beneficiary
			Securitization Servicing
			Wilmington, Delaware 19884-2824
			Attention:		Tony Romano
			Telephone No.: 	(302) 457-0331
			Facsimile No.: 		(302) 457-0715

	For all purposes.

(b) Process Agent.  For the purpose of Section 13(c):

	Party A appoints as its Process Agent:	Not applicable.

	Party B appoints as its Process Agent:	Not applicable.

(c) Offices.  The provisions of Section 10(a) will apply to this
Agreement.

(d) Multibranch Party.  For the purpose of Section 10(c) of this
Agreement.

Party A is not a Multibranch Party and will act through its New
York office.

	Party B is not a Multibranch Party.

(e) Calculation Agent.  The Calculation Agent is the Indenture
Trustee, unless otherwise specified in a Confirmation in relation
to the relevant Transaction.

(f) Credit Support Document.  Details of any Credit Support Document:

	In the case of Party A:  Not applicable.

	In the case of Party B: Not applicable.

(g) Credit Support Provider.

	In relation to Party A:  Not applicable.

	In relation to Party B: Not applicable.

(h) Governing Law.  This Agreement will be governed by and construed
in accordance with the laws of the State of New York (without
reference to choice of law doctrine but without prejudice to the
provisions of Section 5-1401 of the General Obligations Law of
the State of New York).

(i) Netting of Payments.  Subparagraph (ii) of Section 2(c) of this
Agreement will apply to any of the Transactions, except that it
will not apply to payments by each Party to the other if (a)
Party B so notifies Party A ten (10) days in advance of the date
such Payments are due or (b) an "Event of Default" (as such term
is defined in the Indenture) with respect to the Class C Notes
occurs.

(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement, except that with respect to Party B there shall be
deemed to be no Affiliates.

Part 5.	Other Provisions.

(a) Confirmation.  Each Confirmation supplements, forms part of, and
will be read and construed as one with, this Agreement.  A form
of Confirmation is set forth as Exhibit C hereto.

(b) Waiver of Trial By Jury.  Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a
trial by jury in respect of any suit, action or proceeding
relating to this Agreement.  Each party (i) certifies that no
representative, agent or attorney of the other party has
represented, expressly or otherwise, that such other party would
not, in the event of such a suit, action or proceeding, seek to
enforce the foregoing waiver and (ii) acknowledges that it and
the other party have been induced to enter this Agreement by,
among other things, the mutual waivers and certifications in this
Section.

(c) Non-Petition.  Party A hereby agrees that it will not bring any
action (whether in bankruptcy or otherwise) against Party B in
any court prior to the date which is one year and one day after
all Notes (as such term is defined in the Indenture) of Party B
have been paid in full.

(d)	Assignment.  In the event the long-term, senior unsecured debt
rating of Party A is lowered to below the category of BBB- by
Standard & Poor's Corporation ("S&P") or Baa3 by Moody's Investor
Services ("Moody's") or such rating agencies' then equivalent
ratings, or such ratings are withdrawn by either S&P or Moody's,
Party B shall direct Party A to assign and delegate, and Party A
shall assign and delegate, its rights and obligations under any
Transaction to a replacement counterparty.

(e)	Provision for Payments from Party B.  Notwithstanding anything
contained in this Agreement to the contrary, any amount required
to be paid by Party B pursuant to this Agreement will be payable
only to the extent provided in, and from amounts on deposit in
the Interest Funding sub-Account for the Class C(2001-3) Notes
which are specifically available to be applied therefor pursuant
to, Section 3.13(d) of the Indenture Supplement, as determined
pursuant to Section 2.02(b) of the Terms Document and any amounts
specifically available to be applied therefor pursuant to Section
2.12 of the Terms Document (as such terms are defined in the
Confirmation).

(f)	Relationship Between Parties.  Each party will be deemed to
represent to the other party on the date on which it enters into
this Agreement that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the
contrary):

	(i)	Non-Reliance.  It is acting for its own account, and it has
made its own independent decisions to enter into this Agreement
and as to whether this Agreement is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as
it has deemed necessary.  It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into this Agreement; it being understood
that information and explanations related to the terms and
conditions of this Agreement shall not be considered investment
advice or a recommendation to enter into this Agreement.  No
communication (written or oral) received from the other party
shall be deemed to be an assurance or guarantee as to the
expected results of this Agreement.

	(ii)	Assessment and Understanding.  It is capable of assessing
the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts,
the terms, conditions and risks of this Agreement.  It is also
capable of assuming, and assumes, the risks of this Agreement.

	(iii)	Status of Parties.  The other party is not acting as a
fiduciary for or as adviser to it in respect of this Agreement.

(g)	Additional Representations.  Each of Party A and Party B
represents that (i) it is an "eligible contract participant" as
defined in  1a(12) of the Commodity Exchange Act, as amended by
the Commodity Futures Modernization Act of 2000 (7 U.S.C.
1a(12)) and (ii) the material terms of this Agreement and the
Swap Transaction have been individually tailored and negotiated.

 (h)	Negative Interest Rates.  Party A and Party B agree that:

	if, with respect to a Calculation Period for a Transaction, a
party ("X") is obligated to pay a Floating Amount that is a
negative number (either by reason of a negative Floating Rate or
the subtraction of a Spread from the Floating Rate), the Floating
Amount with respect to X for that Calculation Period will be
deemed to be zero, and the other party ("Y") will pay to X the
absolute value of the negative Floating Amount, in addition to
any amounts otherwise owed by Y to X, on the Payment Date such
Floating Amount would have been payable if it had been a positive
number.  Any amounts paid by Y to X pursuant to this provision
will be paid to such account as X may designate (unless Y gives
timely notice of a reasonable objection to such designation) in
the currency in which that Floating Amount would have been paid
if it had been a positive number (and without regard to the
currency in which Y is otherwise obligated to make payments).

(i)	Limited Recourse.  It is expressly understood and agreed by the
parties hereto that (i) this Agreement and each Transaction
entered into pursuant to this Agreement is entered into by MBNA
America Bank, National Association, not individually or
personally but solely as Beneficiary of the MBNA Credit Card
Master Note Trust (the "Trust") in the exercise of the powers and
authority conferred and vested in it, (ii) the representations,
undertakings and agreements herein made on the part of the Trust
are made and intended not as personal representations,
undertakings and agreements by the Beneficiary but are made and
intended for the purpose of binding only the Trust, (iii) nothing
herein contained shall be construed as creating any liability on
the part of the Beneficiary, individually or personally, to
perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the
parties who are signatories to this Agreement and by any Persons
claiming by, through or under such parties; provided, however,
that the Beneficiary shall be liable in its individual capacity
for its own willful misconduct or gross negligence and (iv) under
no circumstances shall the Beneficiary be personally liable for
the payment of any indebtedness or expenses of the Trust or be
liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the
Trust under this Agreement.

(j)	Condition Precedent.  It shall be a condition precedent to the
effectiveness of this Agreement that the Issuer shall deposit the
Required Derivative Reserve Amount in the Derivative Reserve
Account on the Issuance Date.
	The parties executing this Schedule have executed the Master
Agreement and have agreed as to the contents of this Schedule.



					WESTDEUTSCHE
LANDESBANK GIROZENTRALE, NEW YORK BRANCH


By_/s/ Robert D.
Wieser_______________________
	Name:  Robert D. Weiser
	Title:  Associate Director



By__/s/ Shirin
Emami__________________________
	Name:  Shirin Emami
	Title:  Director and Counsel


					MBNA CREDIT CARD
MASTER NOTE TRUST

						By:	MBNA America Bank, National
Association,
							solely in its capacity as
beneficiary
						and not in
its individual capacity


By__/s/ Jerry M. Hamstead
____________________
	Name:  Jerry M. Hamstead
	Title:  Senior Vice President
	Date:  July 25, 2001



	EXHIBIT A to Schedule

	[Form of Opinion of Counsel for Party A]

EXHIBIT B to Schedule

[Form of Opinion of Counsel for Party B]

	EXHIBIT C to Schedule


Date:		July 25, 2001

To:		MBNA Credit Card Master Note Trust

		Telephone: (302) 457-0331
		Telecopier: (302) 457-0751

From:		Westdeutsche Landesbank Girozentrale, New York Branch

Subject:	Swap Transaction

		The purpose of this communication is to set forth the terms
and conditions of the swap transaction entered into on the Trade Date
referred to below (the "Swap Transaction"), between the MBNA CREDIT
CARD MASTER NOTE TRUST ("Party B"), but only relates to the MBNAseries
6.55% Class C(2001-3) Notes (the "Class C Notes") issued pursuant to
the Indenture dated as of May 24, 2001 (the "Indenture") as
supplemented by the MBNAseries Indenture Supplement dated as of May 24,
2001 (the "Indenture Supplement") and as further supplemented by the
Class C(2001-3) Terms Document dated as of July 25, 2001 (the "Terms
Document"), and Westdeutsche Landesbank Girozentrale, New York Branch
("Party A").  This communication constitutes a "Confirmation" as
referred to in the Swap Agreement specified below.

		This Confirmation supplements, forms part of, and is
subject to, the ISDA Master Agreement dated as of July 25, 2001 between
Party A and Party B (the "Master Agreement").  All provisions contained
in, or incorporated by reference to, such Master Agreement shall govern
this Confirmation except as expressly modified below.

		This Confirmation and the Schedule to the Master Agreement
(the "Schedule") each incorporate the definitions and provisions
contained in (i) the 2000 ISDA Definitions (as amended and supplemented
through July 25, 2001) (as published by the International Swaps and
Derivatives Association, Inc.) (the "Definitions"), without regard to
any amendment or supplement to the Definitions subsequent to the date
hereof, and (ii) the Terms Document, the Indenture Supplement and the
Indenture.  In the event of any inconsistency between the definitions
in the Terms Document and any of the Indenture Supplement, the
Indenture, the Definitions, the Schedule or this Confirmation, the
definitions in the Terms Document will govern; in the event of any
inconsistency between the definitions in the Indenture Supplement and
any of the Indenture, the Definitions, the Schedule or this
Confirmation, the definitions in the Indenture Supplement will govern;
in the event of any inconsistency between the definitions in the
Indenture and any of the Definitions, the Schedule or this
Confirmation, the definitions in the Indenture will govern; in the
event of any inconsistency between this Confirmation and either the
Schedule or the Definitions, this Confirmation will govern; and in the
event of any inconsistency between the Schedule and the Definitions,
the Schedule will govern.

		The terms of this particular Swap Transaction to which this
Confirmation relates are as follows:

Trade Date:-July 25, 2001
Effective Date:-The Issuance Date for the Class C Notes
Termination Date:-The Expected Principal Payment Date; provided,
however, that in the event of an Early Redemption Event described in
Section 1201(c) of the Indenture or an Event of Default and
acceleration under the Indenture with respect to the Class C Notes, the
Termination Date will be the earlier of (i) the date on which the
Notional Amount is zero and (ii) the Expected Principal Payment Date.
Fixed Amounts:-
Fixed Rate Payer:-Party A.
Fixed Rate:-6.55%.
Fixed Amount for Initial Fixed Rate  Payer Payment Date:-$3,638,888.89.
Fixed Amount:-For each Fixed Rate Payer Payment Date other than the
initial Fixed Rate Payer Payment Date, an amount calculated on a
formula basis for that Fixed Rate Payer Payment Date as follows:
Fixed Rate
Fixed     =NotionalxFixed
AmountAmount Rate
12
Fixed Rate Notional
Amount:-For the initial Fixed Rate Payer Payment Date, $400,000,000
(the Initial Dollar Principal Amount of the Class C Notes), and for
each Fixed Rate Payer Payment Date thereafter the Outstanding Dollar
Principal Amount of the Class C Notes as of the Record Date immediately
preceding such Fixed Rate Payer Payment Date
Fixed Rate Payer Payment Dates:-Each Transfer Date.
Floating Amounts:-
Floating Rate Payer:-Party B.
Calculation Periods:-For the initial Floating Rate Payer Payment Date,
the period from and including the Effective Date through the day
preceding the first Interest Payment Date; and for each Floating Rate
Payer Payment Date thereafter, each Calculation Period will be the
period from and including the previous Interest Payment Date through
the day preceding the current Interest Payment Date.
Floating Rate Payer PaymentDates:-Each Transfer Date.
Floating Rate Option:-USD-LIBOR-BBA; provided, however, that the last
sentence of the definition of  "USD-LIBOR-Reference Banks" is hereby
amended to replace the penultimate use of "that Reset Date" with "the
day that is two London Banking Days preceding that Reset Date."
Reset Dates:-Means, with respect to the initial Floating Rate Payer
Payment Date, the Effective Date, and with respect to each Floating
Rate Payer Payment Date after the initial Floating Rate Payer Payment
Date, the first day of the related Calculation Period for such Floating
Rate Payer Payment Date.
Designated Maturity:-One month.
Floating Rate Spread:-
Floating Amount for Initial Floating  Rate Payer Payment Date:-
$2,849,688.00.
Floating Rate Notional Amount:-For the initial Floating Rate Payer
Payment Date, $400,000,000 (the Initial Dollar Principal Amount of the
Class C Notes), and for each Floating Rate Payer Payment Date
thereafter the Outstanding Dollar Principal Amount of the Class C Notes
as of the Record Date immediately preceding such Floating Rate Payer
Payment Date.
Floating Rate Day Count Fraction:-Actual/360.
Compounding:-Not Applicable.
Calculation Agent:         -Indenture Trustee.
Business Days:             -New York and Newark, Delaware.
Credit Support Document:   -Not applicable.
Other Provisions:-If at any time during the Term of the Swap
Transaction (i) Party A's short-term senior debt rating from S&P is
below A-1, or is withdrawn by S&P, or (ii) in the case of any entity
assuming Party A's interests and obligations under this Confirmation,
the Schedule and the Master Agreement that does not have a short-term
senior debt rating from S&P, such entity's long-term, senior unsecured
debt rating from S&P is below A+, or is withdrawn by S&P, Party B shall
establish and maintain with a Qualified Institution, in the name of
Party B for the benefit of the holders of the Class C Notes, the
interest reserve account as a segregated trust account held for the
benefit of holders of the Class C Notes (the "Interest Reserve
Account").  Within thirty days of such rating or withdrawal, Party A
shall fund the Interest Reserve Account in an amount equal to one-
twelfth of the product of (a) the Fixed Rate, and (b) the Outstanding
Dollar Principal Amount of the Class C Notes on the Record Date
preceding such rating or withdrawal for reinvestment in accordance with
the Terms Document; provided, however, that the failure of Party A to
adequately fund the Interest Reserve Account within thirty days of such
rating or withdrawal shall not constitute an Event of Default pursuant
to the provisions of subsection 5(a) or a Termination Event pursuant to
the provisions of subsection 5(b).  Party A shall treat the amount on
deposit in the Interest Reserve Account as its money for tax purposes.
After establishment of the Interest Reserve Account, in the event there
shall occur an Early Termination Date as a result of an Event of
Default with respect to Party A as the Defaulting Party or a
Termination Event with respect to Party A as the Affected Party, the
funds then contained in the Interest Reserve Account will be treated as
MBNAseries Available Funds to the extent provided in the Terms Document
and the Indenture Supplement.  Upon termination of the Interest Reserve
Account as provided in the Terms Document after payment of all amounts
owing to the holders of the Class C Notes that are payable from such
account, Party B will release all amounts on deposit therein to Party
A.
- -If the netting of payments do not apply to any of the Transactions
pursuant to Part 4(i) of the Schedule, each payment obligation of Party
B under Section 2(a)(i) of the Master Agreement in respect of this Swap
Transaction shall be subject to the condition precedent that in respect
of each such payment obligation each amount payable by Party A with
respect to this Swap Transaction shall be paid by Party A by 12:00
noon, New York City time, on the relevant Fixed Rate Payer Payment
Date.
 London Banking Day:-New York, New York and London, England.
Governing Law:-New York.
Offices:-Party A is not a Multibranch Party.
- -Party B is not a Multibranch Party.
Payment Instructions
for Party A USD:-Chase Manhattan Bank
ABA # 021000021
A/C of Westdeutsche Landesbank Girozentrale, New York Branch
Derivatives
A/C #001-1621-398
Payment Instructions
for the Trust in USD:-The Bank of New York, New York
ABA# 021-000-018
A/C of MBNA Credit Card Master Note Trust
MBNAseries, Class C(2001-3)
A/C#054640
- -

Please confirm that the foregoing correctly sets forth the terms of our
agreement with respect to the Swap Transaction by signing in the space
provided below and sending a copy of the executed Confirmation to us.

It has been a pleasure working with you on this transaction and we look
forward to working with you again in the future.

			Very truly yours,

			WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW
YORK BRANCH



By:  /s/ Mary V. Turnbach
Name:  Mary V. Turnbach
Title:    Manager


By:  /s/ Peter Katserus
Name:  Peter Katserus
Title:    Manager



Agreed and Accepted by:

MBNA CREDIT CARD MASTER NOTE TRUST

By:	MBNA America Bank, National Association,
	solely in its capacity as beneficiary
	and not in its individual capacity

By__/s/ Jerry M. Hamstead    ____________________
	Name:  Jerry M. Hamstead
	Title:  Senior Vice President
	Date:  July 25, 2001

		ISDAr 1992
DOCSDC1:128993.1

EX-20

xhibit 20.53


MONTHLY SERIES CERTIFICATEHOLDERS' STATEMENT

SERIES 2001-D

MBNA AMERICA BANK, NATIONAL ASSOCIATION



MBNA MASTER CREDIT CARD TRUST II






MONTHLY PERIOD ENDING JULY 31, 2001

___________________________________


The information which is required to be prepared with respect to the Transfer
Date of August 14, 2001 and with respect to the performance of the Issuer
during the related Monthly Period.

Capitalized terms used in this Statement have their respective meanings set
forth in the Pooling and Servicing Agreement.

A.Information Regarding the Current Monthly Distribution
1. The amount of the current monthly
distribution which constitutes Available
Funds$27,821,925.22


2. The amount of the current monthly distribution
which constitutes Available Investor Principal
Collections      See Addendum to Exhibit B

B. Information Regarding the Performance of the Trust

1.Collection of Principal Receivables
(a)The aggregate amount of Collections of
Principal Receivables processed during the
related Monthly Period and allocated to
Series 2001-D$228,505,291.86

2.Collection of Finance Charge Receivables
(a)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Monthly Period and allocated to
Series 2001-D$25,627,343.53



3.Principal Receivables in the Trust
(a)The aggregate amount of Principal Receivables
in the Trust as of the end of the day on the
last day of the related Monthly
Period$61,583,822,208.62

(b)The amount of Principal Receivables in the
Trust represented by the Investor Interest
of Series 2001-D as of the end of the day on
the last day of the related Monthly
Period$2,500,000,000.00

(c) The Floating Allocation Investor
Interest as of the end of the day on the
last day of the related Monthly
Period$2,500,000,000.00

(d) The Principal Allocation Investor Interest
as of the end of the day on the last day
of the related Monthly
Period$2,500,000,000.00

(e) The Floating Investor Percentage with respect
to the related Monthly Period
July 1, 2001  through  July 11, 20012.59%
July 12, 2001  through  July 19, 20012.77%
July 20, 2001  through  July 24, 20012.60%
July 25, 2001  through  July 25, 20013.25%
July 26, 2001  through  July 31, 20014.06%

(f)The Principal Investor Percentage with respect to
the Monthly Period
July 1, 2001  through  July 11, 20012.59%
July 12, 2001  through  July 19, 20012.77%
July 20, 2001  through  July 24, 20012.60%
July 25, 2001  through  July 25, 20013.25%
July 26, 2001  through  July 31, 20014.06%





4.  Delinquent Balances




      The aggregate amount of outstanding balances in the
    Accounts which were delinquent as of the end of the
    day on the last day of the related Monthly Period:




Aggregate
Account
Balance
Percentage
of Total
Receivables







(a)
 30 -  59 days:
$1,160,380,595.35
1.84%


(b)
 60 -  89 days:
$630,531,442.24
1.00%


(c)
 90 - 119 days:
$484,846,180.23
0.77%


(d)
120 - 149 days:
$397,425,177.26
0.63%


(e)
150 - or more days:
$390,051,690.00
0.61%


Total:
$3,063,235,085.08
4.85%
5.Investor Default Amount
(a)The Aggregate Investor Default Amount for the
related Monthly Period$11,008,921.95
6.Investor Servicing Fee
(a)The amount of the Investor Servicing Fee  payable by
the Trust to the Servicer for the
related Monthly Period$2,919,354.84
(b)The amount of the Net Service Fee payable
by the Trust to the Servicer for the
related Monthly$1,824,596.78
(c)The amount of the Servicer Interchange
payable by the Trust to the Servicer
for the related Monthly
Period$1,094,758.06


IN WITNESS WHEREOF, the undersigned has duly executed this certificate this
8th day of August, 2001.



MBNA AMERICA BANK,
NATIONAL ASSOCIATION,
Servicer


Jack Fioravanti


Name:  Jack Fioravanti
Title: Senior Vice President




C-4
2001-D
2001-D	A-1

EX-20

                                                 EXHIBIT C
                         SCHEDULE TO MONTHLY NOTEHOLDERS' STATEMENT

                        MBNAseries
                         MBNA CREDIT CARD MASTER NOTE TRUST


                        MONTHLY PERIOD ENDING July 31, 2001

                           Reference is made to the 2001-D Supplement (the "Series 2001-D" Supplement), dated as of May
                        24, 2001, between MBNA America Bank, National Association, a national banking association (the
                        "Bank"), as Seller and Servicer, and The Bank of New York, as Trustee, the Indenture (the
                        "Indenture"), dated as of May 24, 2001 and the Indenture Supplement (the "Indenture
                        Supplement"), dated as of May 24, 2001 , each between MBNA Credit Card Master Note Trust, as
                        Issuer, and "The Bank of New York, as Indenture Trustee.  Terms used herein and not defined
                        herein have the meanings ascribed to them in the 2001-D Supplement, the Indenture and the
                        Indenture Supplement, as applicable.


                           The following computations are prepared with respect to the Transfer Date of August 14, 2001
                        and with respect to the performance of the Trust during the related Monthly Period.



                        A. Targeted deposits to Interest Funding sub-Accounts:


                                                Targeted Deposit        Actual Deposit to       Shortfall from          Interest Funding        Interest Funding
                                                 to Interest             Interest Funding        earlier Monthly         sub-account Balance     sub-Account
                                                Funding                 sub-Account for         Periods                 prior to Withdrawals    Earnings
                                                sub-Account for         applicable Monthly
                                                applicable Monthly      Period
                                                Period




                        Class A:
                        Class A(2001-1)         $4,791,666.67           $4,791,666.67           $0.00                   $4,791,666.67           $0.00
                        Class A(2001-2)         $336,979.17             $336,979.17             $0.00                   $336,979.17             $0.00
                        Class A Total:          $5,128,645.84           $5,128,645.84           $0.00                   $5,128,645.84           $0.00
                        Class B:
                        Class B(2001-1)         $876,041.67             $876,041.67             $0.00                   $876,041.67             $0.00
                        Class B Total:          $876,041.67             $876,041.67             $0.00                   $876,041.67             $0.00
                        Class C:
                        Class C(2001-1)         $1,016,666.67           $1,016,666.67           $0.00                   $1,016,666.67           $0.00
                        Class C(2001-2)         $470,333.33             $470,333.33             $0.00                   $470,333.33             $0.00
                        Class C(2001-3)         $436,666.66             $436,666.66             $0.00                   $436,666.66             $0.00
                        Class C Total:          $1,923,666.66           $1,923,666.66           $0.00                   $1,923,666.66           $0.00
                        Total:                  $7,928,354.17           $7,928,354.17           $0.00                   $7,928,354.17           $0.00



                         B. Interest to be paid on the corresponding Payment Date:
                                                                                                                        Amount of interest to
                                                                                                                        be paid on
                                                                                                                        corresponding
                                                                                                                        Interest Payment Date
                                                CUSIP                   Interest Payment Date   Interest Rate
                                                Number

                        Class A
                        Class A(2001-1)         55264TAC5               August 15, 2001         5.7500000%              $4,791,666.67
                        Total Class A           $4,791,666.67
                        Class B
                        Class B(2001-1)         55264TAA9               August 15, 2001         4.2050000%              $876,041.67
                        Total Class B           $876,041.67
                        Class C
                        Class C(2001-1)         55264TAB7               August 15, 2001         4.8800000%              $1,016,666.67
                        Total Class C           $1,016,666.67




                        C. Targeted deposits to Class C Reserve sub-Accounts:
                        Targeted Deposit to     Actual Deposit          Class C Reserve         Class C
                        Class C Reserve         to Class C              sub-Account Balance     Reserve
                        sub-Account for         Reserve                 on Transfer Date        sub-Account
                        applicable Monthly      sub-Account for         prior to withdrawals    Earnings
                        Period                  applicable
                        Monthly Period




                        Class C(2001-1)         $0.00                   $0.00                   $0.00                   $0.00
                        Class C(2001-2)         $0.00                   $0.00                   $0.00                   $0.00
                        Class C(2001-3)         $0.00                   $0.00                   $0.00                   $0.00
                        Total Class C:          $0.00                   $0.00                   $0.00                   $0.00



                        D. Withdrawals to be made from the C Reserve sub-Accounts on the corresponding Transfer Date:

                        Withdrawals for         Withdrawals for         Class C Reserve
                        Interest                Principal               sub-Account Balance
                        on Transfer Date
                        after withdrawals





                        Class C
                        Class C(2001-1)         $0.00                   $0.00                   $0.00
                        Class C(2001-2)         $0.00                   $0.00                   $0.00
                        Class C(2001-3)         $0.00                   $0.00                   $0.00
                        Total Class C:          $0.00                   $0.00                   $0.00



                        E. Targeted deposits to Principal Funding sub-Accounts:

                         Targeted Deposit to    Actual Deposit to       Shortfall from          Principal               Principal Funding
                        Principal Funding       Principal Funding       earlier Monthly         Funding                 sub-Account
                        sub-Account for         sub-Account for         Periods                 sub-Account             Earnings
                        applicable Monthly      applicable Monthly      Balance on
                        Period                  Period                  Transfer Date







                        NOTHING TO REPORT





                        F. Principal to be paid on the corresponding Principal Payment Date:

                        CUSIP Number            Principal               Amount of principal
                        Payment Date            to be paid on
                        corresponding
                        Principal Payment
                        Date






                        NOTHING TO REPORT




                        G.                      Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount for the related Monthly
                        Period (after taking into account deposits and withdrawals on the related Transfer Date):


                        Initial Dollar          Outstanding             Adjusted Outstanding    Nominal Liquidation
                        Principal  Amount       Principal               Principal Amount        Amount
                        Amount


                        Class A
                        Class A(2001-1)         $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00       $1,000,000,000.00
                        Class A(2001-2)         $500,000,000.00         $500,000,000.00         $500,000,000.00         $500,000,000.00

                        Total Class A:          $1,500,000,000.00       $1,500,000,000.00       $1,500,000,000.00       $1,500,000,000.00

                        Class B
                        Class B(2001-1)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00

                        Total Class B:          $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00

                        Class C
                        Class C(2001-1)         $250,000,000.00         $250,000,000.00         $250,000,000.00         $250,000,000.00
                        Class C(2001-2)         $100,000,000.00         $100,000,000.00         $100,000,000.00         $100,000,000.00
                        Class C(2001-3)         $400,000,000.00         $400,000,000.00         $400,000,000.00         $400,000,000.00

                        Total Class C:          $750,000,000.00         $750,000,000.00         $750,000,000.00         $750,000,000.00
                        Total:                  $2,500,000,000.00       $2,500,000,000.00       $2,500,000,000.00       $2,500,000,000.00



                        H. Class A Usage of Class B and Class C Subordinated Amounts:

                        Class A Usage of        Class A Usage of Class  Cumulative Class A      Cumulative Class A
                        Class B                 C Subordinated Amount   Usage of Class B        Usage of Class C
                        Subordinated Amount     for this Monthly Period Subordinated Amount     Subordinated Amount
                        for this Monthly
                        Period






                        NOTHING TO REPORT




                        I. Class B Usage of Class C Subordinated Amounts:
                        Class B Usage of Class C                        Cumulative Class B
                        Subordinated Amount for Usage of Class C
                        this Monthly Period     Subordinated Amount





                        NOTHING TO REPORT



                        J. Nominal Liquidation Amount for Tranches of Notes Outstanding during related Monthly Period:


                        Beginning Nominal       Increases from          Increases from          Reimbursements          Reductions due to       Reductions due to       Reductions due to       Ending Nominal
                        Liquidation Amount      accretions on           amounts withdrawn       from Available          reallocations of        Investor                amounts on              Liquidation
                        Principal for           from the Principal      Funds                   Available Principal     Charge-Offs             deposit in the          Amount
                        Discount Notes          Funding                 Amounts                 Principal Funding
                        sub-Account in          sub-Account
                        respect of
                        Prefunding Excess
                        Amount






                        Class A
                        Class A(2001-1)         $1,000,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $1,000,000,000.00
                        Class A(2001-2)         $500,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $500,000,000.00

                        Total Class A:          $1,500,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $1,500,000,000.00

                        Class C
                        Class C(2001-1)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                        Class C(2001-2)         $100,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $100,000,000.00
                        Class C(2001-3)         $400,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $400,000,000.00

                        Total Class C:          $750,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $750,000,000.00

                        Class B
                        Class B(2001-1)         $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00

                        Total Class B:          $250,000,000.00         $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $250,000,000.00
                         Total:                 $2,500,000,000.00       $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $0.00                   $2,500,000,000.00



                        K. Payout Excess Spread and 3 Month Excess Available Funds:
                        PayoutExcessSpread      8,550,885.66

                        Is 3 Month Excess Available Fund less than              NO
                        0 ? (Yes/No)




                           IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Monthly Not

                        MBNA AMERICA BANK,

                        NATIONAL ASSOCIATION,

                         as Beneficiary of the MBNA Credit
                        Card Master Note Trust

                         and
                         as Servicer of the MBNA Master
                        Credit Card Trust II



                        Name:                   Jack Fioravanti
                        Title:                  Senior Vice President




                        C-1                     MBNAseries