UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT


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




   Date of Report (Date of earliest event reported)     August 14, 2000
                                                    -------------------------
                                MBNA Corporation
   --------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)



           Maryland                    1-10683             52-1713008
   --------------------------------------------------------------------------
   (State or other jurisdiction     (Commission       (I.R.S. Employer
        of incorporation)           File Number)       Identification No.)



             Wilmington, Delaware                              19884
   --------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)


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


   --------------------------------------------------------------------------
       (Former name or former address, if changed since last report.)

Item 5.  Other Events

On August 14, 2000, MBNA Corporation ("the Corporation") and
First Union Corporation ("First Union") executed a definitive
agreement for the purchase by the Corporation of First Union's
consumer revolving credit portfolio of $5.3 billion in loans and
more than 3 million accounts, and its commercial credit card
portfolio of $215 million in loans and approximately 300,000
accounts as of June 30, 2000. The purchase price represents a
premium on the loan receivables of approximately $1 billion,
subject to adjustment. The transaction is expected to close in
late September 2000. The Corporation and First Union also
entered into agreements with terms of seven years for the
Corporation to market personal, business, corporate and
purchasing cards to First Union's 16 million Customers. The
Corporation intends to fund the acquisition from the proceeds of
the issuance of 50 million shares of common stock by MBNA
Corporation on August 14, 2000, from the securitization of loan
receivables and the issuance of senior notes.

On August 14, 2000, MBNA Corporation entered into an
underwriting agreement and pricing agreement for the sale of 50
million shares of its common stock to Goldman, Sachs & Co.
("Goldman Sachs"), for $32 per share.  Goldman Sachs
is re-offering the shares to investors. The closing of the
sale is subject to satisfaction of customary closing conditions.
Attached hereto as Exhibit 1(h) is the underwriting and pricing
agreements with respect to the common stock.

Item 7.  Financial Statements, Pro Forma Information and Exhibits.

The following exhibit is filed with this report:

Exhibit Number                          Description
--------------                          -----------
1(h)                                    Underwriting and pricing
                                         agreements for common
                                         stock
                          MBNA CORPORATION

               Common Stock, $.01 Par Value Per Share


                       Underwriting Agreement


                                                 August 14, 2000

To the Representatives of the several
     Underwriters named in the respective
     Pricing Agreements hereinafter described.


Ladies and Gentlemen:

     From time to time MBNA Corporation, a Maryland corporation
(the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I
hereto, with such additions and deletions as the parties thereto
may determine, and, subject to the terms and conditions stated
herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing
Agreement and the securities specified therein) certain shares of
its common stock, $.01 par value per share (the "Shares"),
specified in Schedule II to such Pricing Agreement (with respect
to such Pricing Agreement, the "Firm Shares").  If specified in
such Pricing Agreement, the Company may grant to the Underwriters
the right to purchase at their election an additional number of
shares, specified in such Pricing Agreement as provided in
Section 3 hereof (the "Optional Shares"). The Firm Shares and the
Optional Shares, if any, which the Underwriters elect to purchase
pursuant to Section 3 hereof are herein collectively called the
"Designated Shares".

     The terms and rights of any particular issuance of
Designated Shares shall be as specified in the Pricing Agreement
relating thereto.


     1.  Particular sales of Designated Shares may be made from
time to time to the Underwriters of such Shares, for whom the
firms designated as representatives of the Underwriters of such
Shares in the Pricing Agreement relating thereto will act as
representatives (the "Representatives").  The term
"Representatives" also refers to a single firm acting as sole
representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative.  This
Underwriting Agreement shall not be construed as an obligation of
the Company to sell any of the Shares or as an obligation of any
of the Underwriters to purchase any of the Shares.  The
obligation of the Company to issue and sell any of the Shares and
the obligation of any of the Underwriters to purchase any of the
Shares shall be evidenced by the Pricing Agreement with respect
to the Designated Shares specified therein.  Each Pricing
Agreement shall specify the aggregate number of the Firm Shares,
the maximum number of Optional Shares, if any, the initial public
offering price of such Firm and Optional Shares or the manner of
determining such price, the purchase price to the Underwriters of
such Designated Shares, the names of the Underwriters of such
Designated Shares, the names of the Representatives of such
Underwriters, the number of such Designated Shares to be
purchased by each Underwriter and the commission, if any, payable
to the Underwriters with respect thereto and shall set forth the
date, time and manner of delivery of such Firm and Optional
Shares, if any, and payment therefor.  The Pricing Agreement
shall also specify (to the extent not set forth in the
registration statement and prospectus with respect thereto) the
terms of such Designated Shares.  A Pricing Agreement shall be in
the form of an executed writing (which may be in counterparts),
and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a
written record of communications transmitted.  The obligations of
the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

     2.  The Company represents and warrants to, and agrees with,
each of the Underwriters that:

           (a)  A registration statement on Form S-3 (File No 333-
     74919) (the "Initial Registration Statement") in respect of
     the Shares has been filed with the Securities and Exchange
     Commission (the "Commission"); the Initial Registration
     Statement and any post-effective amendment thereto, each in
     the form heretofore delivered or to be delivered to the
     Representatives and, excluding exhibits to the Initial
     Registration Statement, but including all documents
     incorporated by reference in the prospectus included
     therein, to the Representatives for each of the other
     Underwriters have been declared effective by the Commission
     in such form; other than a registration statement, if any,
     increasing the size of the offering (a "Rule 462(b)
     Registration Statement"), filed pursuant to Rule 462(b)
     under the Securities Act of 1933, as amended (the "Act"),
     which became effective upon filing, no other document, other
     than documents incorporated by reference into the Prospectus
     (as defined below), with respect to the Initial Registration
     Statement or document incorporated by reference therein has
     heretofore been filed, or transmitted for filing, with the
     Commission (other than prospectuses filed pursuant to Rule
     424(b) of the rules and regulations of the Commission under
     the Act, each in the form heretofore delivered to the
     Representatives); and no stop order suspending the
     effectiveness of the Initial Registration Statement, any
     post-effective amendment thereto or the Rule 462(b)
     Registration Statement, if any, has been issued and no
     proceeding for that purpose has been initiated or threatened
     by the Commission (any preliminary prospectus included in
     the Initial Registration Statement or filed with the
     Commission pursuant to Rule 424(a) under the Act, is
     hereinafter called a "Preliminary Prospectus"; the various
     parts of the Initial Registration Statement and the Rule
     462(b) Registration Statement, if any, including all
     exhibits thereto and the documents incorporated by reference
     in the prospectus contained in the Initial Registration
     Statement at the time such part of the Initial Registration
     Statement became effective, each as amended at the time such
     part of the Initial Registration Statement became effective,
     are hereinafter collectively called the "Registration
     Statement"; the prospectus relating to the Shares, in the
     form in which it has most recently been filed, or
     transmitted for filing, with the Commission on or prior to
     the date of this Agreement, is hereinafter called the
     "Prospectus"; any reference herein to any Preliminary
     Prospectus or the Prospectus shall be deemed to refer to and
     include the documents incorporated by reference therein
     pursuant to the applicable form under the Act, as of the
     date of such Preliminary Prospectus or Prospectus, as the
     case may be; any reference to any amendment or supplement to
     any Preliminary Prospectus or the Prospectus shall be deemed
     to refer to and include any documents filed after the date
     of such Preliminary Prospectus or Prospectus, as the case
     may be, under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), and incorporated by reference
     in such Preliminary Prospectus or Prospectus, as the case
     may be; any reference to any amendment to the Initial
     Registration Statement shall be deemed to refer to and
     include any annual report of the Company filed pursuant to
     Section 13(a) or 15(d) of the Exchange Act after the
     effective date of the Registration Statement that is
     incorporated by reference in the Registration Statement; and
     any reference to the Prospectus as amended or supplemented
     shall be deemed to refer to the Prospectus as amended or
     supplemented in relation to the applicable Designated Shares
     in the form in which it is filed with the Commission
     pursuant to Rule 424(b) under the Act in accordance with
     Section 5(a) hereof, including any documents incorporated by
     reference therein as of the date of such filing);

          (b)  The documents incorporated by reference in the
     Prospectus, when they became effective or were filed with
     the Commission, as the case may be, conformed in all
     material respects to the requirements of the Act or the
     Exchange Act, as applicable, and the rules and regulations
     of the Commission thereunder, and none of such documents
     contained an untrue statement of a material fact or omitted
     to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading; and
     any further documents so filed and incorporated by reference
     in the Prospectus or any further amendment or supplement
     thereto, when such documents become effective or are filed
     with the Commission, as the case may be, will conform in all
     material respects to the requirements of the Act or the
     Exchange Act, as applicable, and the rules and regulations
     of the Commission thereunder and will not contain an untrue
     statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the
     statements therein not misleading; provided, however, that
     this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the
     Company by an Underwriter of Designated Shares through the
     Representatives expressly for use in the Prospectus as
     amended or supplemented relating to such Shares;

          (c)  The Registration Statement and the Prospectus
     conform, and any further amendments or supplements to the
     Registration Statement or the Prospectus will conform, in
     all material respects to the requirements of the Act and the
     rules and regulations of the Commission thereunder and do
     not and will not, as of the applicable effective date as to
     the Registration Statement and any amendment thereto and as
     of the applicable filing date as to the Prospectus and any
     amendment or supplement thereto, contain an untrue statement
     of a material fact or omit to state a material fact required
     to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this
     representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the
     Company by an Underwriter of Designated Shares through the
     Representatives expressly for use in the Prospectus as
     amended or supplemented relating to such Shares;

          (d)  Since the respective dates as of which information
     is given in the Registration Statement and the Prospectus,
     except as otherwise stated therein, (A) there has been no
     material adverse change in the condition, financial or
     otherwise, or in the earnings, business affairs or business
     prospects of the Company and its subsidiaries considered as
     one enterprise, whether or not arising in the ordinary
     course of business, (B) there have been no transactions
     entered into by the Company or any of the Company's
     subsidiaries, other than those in the ordinary course of
     business, which are material with respect to the Company and
     its subsidiaries considered as one enterprise, (C) except
     for regular dividends, there has been no dividend or
     distribution of any kind declared, paid or made by the
     Company on any class of its capital stock and (D) there has
     been no material increase in the long-term debt of the
     Company, except such increases as are listed in the Pricing
     Agreement relating to the Designated Securities;

          (e)  The Company has been duly incorporated and is
     validly existing as a corporation in good standing under the
     laws of the State of Maryland, with power and authority
     (corporate and other) to own its properties and conduct its
     business as described in the Prospectus;

          (f)  Each subsidiary of the Company which is a
     significant subsidiary, as defined in Rule 405 of
     Regulation C of the regulations promulgated under the 1933
     Act (each, a "Significant Subsidiary") has been duly
     incorporated and is validly existing as a corporation in
     good standing under the laws of its jurisdiction of
     incorporation except for MBNA America Bank, National
     Association (the "Bank") and any other national bank
     subsidiary, each of which has been duly organized and is
     validly existing as a national bank under the laws of the
     United States, with power and authority (corporate and
     other) to own its properties and to conduct its business as
     described in the Prospectus;

          (g)  The Company and each Significant Subsidiary has
     been duly qualified as a foreign corporation for the
     transaction of business and is in good standing under the
     laws of each other jurisdiction in which it owns or leases
     properties or conducts any business so as to require
     qualification;

          (h)  The Company has an authorized capitalization as
     set forth in the Prospectus, and all of the issued shares of
     capital stock of the Company have been duly and validly
     authorized and issued and are fully paid and non-assessable;

          (i)  The Shares have been duly and validly authorized,
     and, when the Firm Shares are issued and delivered pursuant
     to this Agreement and the Pricing Agreement with respect to
     such Designated Shares and, in the case of any Optional
     Shares, pursuant to Over-allotment Options (as defined in
     Section 3 hereof) with respect to such Shares, such
     Designated Shares will be duly and validly issued and fully
     paid and non-assessable; the Shares conform to the
     description thereof contained in the Registration Statement
     and the Designated Shares will conform to the description
     thereof contained in the Prospectus as amended or
     supplemented with respect to such Designated Shares;

          (j)  The issue and sale of the Shares and the
     compliance by the Company with all of the provisions of this
     Agreement, any Pricing Agreement and each Over-allotment
     Option, if any, and the consummation of the transactions
     contemplated herein and therein will not conflict with or
     result in a breach or violation of any of the terms or
     provisions of, or constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company is a party or by which
     the Company is bound or to which any of the property or
     assets of the Company is subject, other than such conflicts,
     breaches, violations or defaults that would not have a
     material adverse effect on the consolidated financial
     position, stockholders' equity (or net assets, as the case
     may be) or results of operations of the Company and its
     subsidiaries, nor will such action result in any violation
     of the provisions of the Certificate of Incorporation or
     By-laws of the Company or any statute or any order, rule or
     regulation of any court or governmental agency or body
     (including, without limitation, the Board of Governors of
     the Federal Reserve System, the Office of the Comptroller of
     the Currency and the Federal Deposit Insurance Corporation)
     having jurisdiction over the Company or any of its
     properties; and no consent, approval, authorization, order,
     registration or qualification of or with any such court or
     governmental agency or body is required for the issue and
     sale of the Shares or the consummation by the Company of the
     transactions contemplated by this Agreement or any Pricing
     Agreement or any Over-allotment Option, except such as have
     been, or will have been prior to each Time of Delivery (as
     defined in Section 4 hereof), obtained under the Act and
     such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or
     Blue Sky laws in connection with the purchase and
     distribution of the Shares by the Underwriters;

          (k)  Other than as set forth in the Prospectus, there
     are no legal or governmental proceedings pending to which
     the Company or any of its subsidiaries is a party or of
     which any property of the Company or any of its subsidiaries
     is the subject, which, if determined adversely to the
     Company or any of its subsidiaries, would individually or in
     the aggregate have a material adverse effect on the
     consolidated financial position, stockholders' equity (or
     net assets, as the case may be) or results of operations of
     the Company and its subsidiaries; and, to the Company's
     knowledge, no such proceedings are threatened or
     contemplated by governmental authorities or threatened by
     others;

          (l)  Each of the Company and the Bank is in substantial
     compliance with, and conducts its business in substantial
     conformity with, all applicable laws and governmental
     regulations;

          (m)  Neither the Company nor any of its subsidiaries is
     in violation of its Certificate of Incorporation or By-laws
     or in default in the performance or observance of any
     material obligation, agreement, covenant or condition
     contained in any indenture, mortgage, deed of trust, loan
     agreement, lease or other agreement or instrument to which
     it is a party or by which it or any of its properties may be
     bound;

          (n)  The statements set forth in the Prospectus as
     amended or supplemented under the caption "Description of
     Common Stock", insofar as they purport to constitute a
     summary of the terms of the stock, and under the caption
     "Plan of Distribution" and "Underwriting", insofar as they
     purport to describe the provisions of the laws and documents
     referred to therein, are accurate, complete and fair;

          (o)  The Company is not and, after giving effect to the
     offering and sale of the Shares, will not be an "investment
     company", as such term is defined in the Investment Company
     Act of 1940, as amended (the "Investment Company Act"); and

          (p)  Ernst & Young LLP, who have certified certain
     financial statements of the Company and its subsidiaries,
     are independent public accountants as required by the Act
     and the rules and regulations of the Commission thereunder.


     3.  Upon the execution of the Pricing Agreement applicable
to any Designated Shares and authorization by the Representatives
of the release of the Firm Shares, the several Underwriters
propose to offer the Firm Shares for sale upon the terms and
conditions set forth in the Prospectus as amended or
supplemented.

     The Company may specify in the Pricing Agreement applicable
to any Designated Shares that the Company thereby grants to the
Underwriters the right (an "Overallotment Option") to purchase at
their election up to the number of Optional Shares set forth in
such Pricing Agreement, on the terms set forth in the paragraph
above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares.  Any such election to purchase Optional
Shares may be exercised by written notice from the
Representatives to the Company, given within a period specified
in the Pricing Agreement, setting forth the aggregate number of
Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the
Representatives but in no event earlier than the First Time of
Delivery (as defined in Section 4 hereof) or, unless the
Representatives and the Company otherwise agree in writing,
earlier than or later than the respective number of business days
after the date of such notice set forth in such Pricing
Agreement.

     The number of Optional Shares to be added to the number of
Firm Shares to be purchased by each Underwriter as set forth in
Schedule I to the Pricing Agreement applicable to such Designated
Shares shall be, in each case, the number of Optional Shares
which the Company has been advised by the Representatives have
been attributed to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to
be so added shall be, in each case, that proportion of Optional
Shares which the number of Firm Shares to be purchased by such
Underwriter under such Pricing Agreement bears to the aggregate
number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares).  The total number of
Designated Shares to be purchased by all the Underwriters
pursuant to such Pricing Agreement shall be the aggregate number
of Firm Shares set forth in Schedule I to such Pricing Agreement
plus the aggregate number of Optional Shares which the
Underwriters elect to purchase.

     4.  Certificates for the Firm Shares and the Optional Shares
to be purchased by each Underwriter pursuant to the Pricing
Agreement relating thereto, in the form specified in such Pricing
Agreement and in such authorized denominations and registered in
such names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall be
delivered by or on behalf of the Company to the Representatives
for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by
wire transfer of immediately available funds to the account
specified by the Company to the Representatives at least forty-
eight hours in advance as specified in such Pricing Agreement,
(i) with respect to the Firm Shares, all in the manner and at the
place and time and date specified in such Pricing Agreement or at
such other place and time and date as the Representatives and the
Company may agree upon in writing, such time and date being
herein called the "First Time of Delivery" and (ii) with respect
to the Optional Shares, if any, in the manner and at the time and
date specified by the Representatives in the written notice given
by the Representatives of the Underwriters' election to purchase
such Optional Shares, or at such other time and date as the
Representatives and the Company may agree upon in writing, such
time and date, if not the First Time of Delivery, herein called
the "Second Time of Delivery".  Each such time and date for
delivery is herein called a "Time of Delivery".

     5.  The Company agrees with each of the Underwriters of any
Designated Shares:

          (a)  To prepare the Prospectus as amended and
     supplemented in relation to the applicable Designated Shares
     in a form approved by the Representatives and to file such
     Prospectus pursuant to Rule 424(b) under the Act not later
     than the Commission's close of business on the second
     business day following the execution and delivery of the
     Pricing Agreement relating to the applicable Designated
     Shares or, if applicable, such earlier time as may be
     required by Rule 424(b); to make no further amendment or any
     supplement to the Registration Statement or Prospectus as
     amended or supplemented after the date of the Pricing
     Agreement relating to such Shares and prior to any Time of
     Delivery for such Shares which shall be disapproved by the
     Representatives for such Shares promptly after reasonable
     notice thereof; to advise the Representatives promptly of
     any such amendment or supplement after any Time of Delivery
     for such Shares and furnish the Representatives with copies
     thereof; to file promptly all reports and any definitive
     proxy or information statements required to be filed by the
     Company with the Commission pursuant to Sections 13(a),
     13(c), 14 or 15(d) of the Exchange Act for so long as the
     delivery of a prospectus is required in connection with the
     offering or sale of such Shares, and during such same period
     to advise the Representatives, promptly after it receives
     notice thereof, of the time when any amendment to the
     Registration Statement has been filed or becomes effective
     or any supplement to the Prospectus or any amended
     Prospectus has been filed with the Commission, of the
     issuance by the Commission of any stop order or of any order
     preventing or suspending the use of any prospectus relating
     to the Shares, of the suspension of the qualification of
     such Shares for offering or sale in any jurisdiction, of the
     initiation or threatening of any proceeding for any such
     purpose, or of any request by the Commission for the
     amending or supplementing of the Registration Statement or
     Prospectus or for additional information; and, in the event
     of the issuance of any such stop order or of any such order
     preventing or suspending the use of any prospectus relating
     to the Shares or suspending any such qualification, promptly
     to use its best efforts to obtain the withdrawal of such
     order;

          (b)  Promptly from time to time to take such action as
     the Representatives may reasonably request to qualify such
     Shares for offering and sale under the securities laws of
     such jurisdictions as the Representatives may request and to
     comply with such laws so as to permit the continuance of
     sales and dealings therein in such jurisdictions for as long
     as may be necessary to complete the distribution of such
     Shares, provided that in connection therewith the Company
     shall not be required to qualify as a foreign corporation or
     to file a general consent to service of process in any
     jurisdiction;

          (c)  To furnish the Underwriters with copies of the
     Prospectus as amended or supplemented in New York City in
     such quantities as the Representatives may from time to time
     reasonably request, and, if the delivery of a prospectus is
     required at any time in connection with the offering or sale
     of the Shares and if at such time any event shall have
     occurred as a result of which the Prospectus as then amended
     or supplemented would include an untrue statement of a
     material fact or omit to state any material fact necessary
     in order to make the statements therein, in the light of the
     circumstances under which they were made when such
     Prospectus is delivered, not misleading, or, if for any
     other reason it shall be necessary during such same period
     to amend or supplement the Prospectus or to file under the
     Exchange Act any document incorporated by reference in the
     Prospectus in order to comply with the Act or the Exchange
     Act, to notify the Representatives and upon their request to
     file such document and to prepare and furnish without charge
     to each Underwriter and to any dealer in securities as many
     copies as the Representatives may from time to time
     reasonably request of an amended Prospectus or a supplement
     to the Prospectus which will correct such statement or
     omission or effect such compliance;

          (d)  To make generally available to its security
     holders as soon as practicable, but in any event not later
     than eighteen months after the effective date of the
     Registration Statement (as defined in Rule 158(c) under the
     Act), an earnings statement of the Company and its
     subsidiaries (which need not be audited) complying with
     Section 11(a) of the Act and the rules and regulations of
     the Commission thereunder (including, at the option of the
     Company, Rule 158);

          (e)  During the period beginning from the date of the
     Pricing Agreement and continuing to and including the date
     90 days after the date of the Prospectus, not to offer,
     sell, contract to sell or otherwise dispose of, except as
     provided hereunder, any securities of the Company that are
     substantially similar to the Designated Shares, including
     but not limited to any securities that are convertible into
     or exchangeable for, or that represent the right to receive,
     common stock or any such substantially similar securities
     (other than pursuant to employee stock option plans existing
     on, or upon the conversion of convertible or exchangeable
     securities outstanding as of, the date of the Pricing
     Agreement for such Designated Shares) without the prior
     written consent of the Representatives; and

          (f)  If the Company elects to rely upon Rule 462(b),
     the Company shall file a Rule 462(b) Registration Statement
     with the Commission in compliance with Rule 462(b) by 10:00
     P.M., Washington, D.C. time, on the first business day
     following the date of the Pricing Agreement, and the Company
     shall at the time of filing either pay the Commission the
     filing fee for the Rule 462(b) Registration Statement or
     give irrevocable instructions for the payment of such fee
     pursuant to Rule 111(b) under the Act.

     6.  The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the
Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses
in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the
reasonable expenses of mailing and delivering of copies thereof
to the Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this Agreement, any
Pricing Agreement, any Blue Sky Memorandum and any other
documents in connection with the offering, purchase, sale and
delivery of the Shares; (iii) all expenses in connection with the
qualification of the Shares for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters
in connection with such qualification and in connection with the
Blue Sky survey(s); (iv) any filing fees incident to any required
reviews by the National Association of Securities Dealers, Inc.
of the terms of the sale of the Shares; (v) the cost of preparing
certificates for the Shares; (vi) the cost and charges of any
transfer agent or registrar or dividend disbursing agent; and
(vii) all other reasonable costs and expenses incident to the
performance of its obligations hereunder and under any
Over-allotment Options which are not otherwise specifically
provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 8 and 11 hereof,
the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of
any of the Shares by them, and any advertising expenses connected
with any offers they may make.

     7.  The obligations of the Underwriters of any Designated
Shares under the Pricing Agreement relating to such Designated
Shares shall be subject, in the discretion of the
Representatives, to the condition that all representations and
warranties and other statements of the Company in or incorporated
by reference in the Pricing Agreement relating to such Designated
Shares are, at and as of each Time of Delivery for such
Designated Shares, true and correct, the condition that the
Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional
conditions:

          (a)  The Prospectus as amended or supplemented in
     relation to such Designated Shares shall have been filed
     with the Commission pursuant to Rule 424(b) within the
     applicable time period prescribed for such filing by the
     rules and regulations under the Act and in accordance with
     Section 5(a) hereof; if the Company has elected to rely upon
     Rule 462(b), the Rule 462(b) Registration Statement shall
     have become effective by 10:00 P.M., Washington, D.C. time,
     on the first business day following the date of the Pricing
     Agreement; no stop order suspending the effectiveness of the
     Registration Statement or any part thereof shall have been
     issued and no proceeding for that purpose shall have been
     initiated or threatened by the Commission; and all requests
     for additional information on the part of the Commission
     shall have been complied with to the Representatives'
     reasonable satisfaction;

          (b)  Counsel for the Underwriters shall have furnished
     to the Representatives such written opinion or opinions,
     dated each Time of Delivery for such Designated Shares, with
     respect to the matters covered in paragraphs (i), (iv),
     (vi), (ix), (x) and (xi) of subsection (c) below as well as
     such other related matters as the Representatives may
     reasonably request, and such counsel shall have received
     such papers and information as they may reasonably request
     to enable them to pass upon such matters;

          (c)  John W. Scheflen, Executive Vice President and
     General Counsel of the Company, shall have furnished to the
     Representatives written opinions, dated each Time of
     Delivery for such Designated Shares, in form and substance
     satisfactory to the Representatives, to the effect that:

               (i)  The Company has been duly incorporated
          and is validly existing as a corporation in good
          standing under the laws of the jurisdiction of its
          incorporation, with corporate power and authority
          to own its properties and conduct its business as
          described in the Prospectus as amended or
          supplemented;

               (ii)  Each Significant Subsidiary of the
          Company has been duly incorporated and is validly
          existing as a corporation in good standing under
          the laws of its jurisdiction of incorporation,
          except for the Bank and any other national bank
          subsidiary, which has been duly organized and is
          validly existing under the laws of the United
          States, with power and authority (corporate and
          other) to own its properties and conduct its
          business as described in the Prospectus (such
          counsel being entitled to rely in respect of the
          opinion in this clause upon opinions of local
          counsel and in respect of matters of fact upon
          certificates of officers of the Company or its
          subsidiaries, provided that such counsel shall
          state that he believes that both you and he are
          justified in relying upon such opinions and
          certificates);

               (iii)  The Company and each Significant
          Subsidiary has been duly qualified as a foreign
          corporation for the transaction of business and is
          in good standing under the laws of each other
          jurisdiction in which it owns or leases properties
          or conducts any business so as to require
          qualification, or is subject to no material
          liability or disability by reason of failure to be
          so qualified in any such jurisdiction (such
          counsel being entitled to rely in respect of the
          opinion in this clause upon opinions of local
          counsel and in respect of matters of fact upon
          certificates of officers of the Company or its
          subsidiaries, provided that such counsel shall
          state that they believe that both you and they are
          justified in relying upon such opinions and
          certificates);

               (iv)  The Company has an authorized
          capitalization as set forth in the Prospectus as
          amended or supplemented, and all of the issued
          shares of capital stock of the Company (including
          the Designated Shares being delivered at such Time
          of Delivery) have been duly and validly authorized
          and issued and are fully paid and non-assessable;
          and the Designated Shares conform to the
          description thereof in the Prospectus as amended
          or supplemented;

               (v)  To such counsel's knowledge and other
          than as set forth in the Prospectus, there are no
          legal or governmental proceedings pending to which
          the Company or any of its subsidiaries is a party
          or of which any property of the Company or any of
          its subsidiaries is the subject which, if
          determined adversely to the Company or any of its
          subsidiaries, would individually or in the
          aggregate have a material adverse effect on the
          consolidated financial position, stockholders'
          equity or results of operations of the Company and
          its subsidiaries; and to such counsel's knowledge,
          no such proceedings are threatened or contemplated
          by governmental authorities or threatened by
          others;

               (vi)  This Agreement and the Pricing
          Agreement with respect to the Designated Shares
          have been duly authorized, executed and delivered
          by the Company;

               (vii)  The issue and sale of the Designated
          Shares being delivered at such Time of Delivery
          and the compliance by the Company with all of the
          provisions of this Agreement and the Pricing
          Agreement with respect to the Designated Shares
          and the consummation of the transactions herein
          and therein contemplated will not conflict with or
          result in a breach or violation of any of the
          terms or provisions of, or constitute a default
          under, any indenture, mortgage, deed of trust,
          loan agreement or other agreement or instrument
          known to such counsel to which the Company is a
          party or by which the Company is bound or to which
          any of the property or assets of the Company is
          subject, other than such conflicts, breaches,
          violations or defaults that would not have a
          material adverse effect on the condition,
          financial or otherwise, or in the earnings,
          business affairs or business prospects of the
          Company and its subsidiaries considered as one
          enterprise, whether or not arising in the ordinary
          course of business, nor will such action result in
          any violation of the provisions of the Certificate
          of Incorporation or By-laws of the Company or any
          statute or any order, rule or regulation known to
          such counsel of any court or governmental agency
          or body (including, without limitation, the Board
          of Governors of the  Federal Reserve System, the
          Office of the Comptroller of the Currency and the
          Federal Deposit Insurance Corporation) having
          jurisdiction over the Company or any of its
          properties;

               (viii)  No consent, approval, authorization,
          order, registration or qualification of or with
          any such court or governmental agency or body is
          required for the issue and sale of the Designated
          Shares being delivered at such Time of Delivery or
          the consummation by the Company of the
          transactions contemplated by this Agreement or
          such Pricing Agreement, except such as have been
          obtained under the Act and such consents,
          approvals, authorizations, registrations or
          qualifications as may be required under state
          securities or Blue Sky laws in connection with the
          purchase and distribution of the Designated Shares
          by the Underwriters;

               (ix)  The statements set forth in the
          Prospectus under the caption "Description of
          Common Stock", insofar as they purport to
          constitute a summary of the terms of the Shares,
          and under the captions "Dividend Limitations",
          "Plan of Distribution" and "Underwriting", insofar
          as they purport to describe the provisions of the
          laws and documents referred to therein, are
          accurate, complete and fair;

               (x)  The Company is not an "Investment
          Company", as such term is defined in the
          Investment Company Act;

               (xi)  The documents incorporated by reference
          in the Prospectus as amended or supplemented
          (other than the financial statements related
          schedules and other financial and statistical data
          contained therein, as to which such counsel need
          express no opinion), when they were filed with the
          Commission, complied as to form in all material
          respects with the requirements of the Act or the
          Exchange Act, as applicable, and the rules and
          regulations of the Commission thereunder; and such
          counsel has no reason to believe that any of such
          documents, when they were so filed, contained an
          untrue statement of a material fact or omitted to
          state a material fact necessary in order to make
          the statements therein, in the light of the
          circumstances under which they were made when such
          documents were so filed, not misleading; and

               (xii)  The Registration Statement and the
          Prospectus as amended or supplemented, and any
          further amendments and supplements thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion), comply as to form in all material
          respects with the requirements of the Act and the
          rules and regulations thereunder; although such
          counsel has not independently verified and does
          not assume any responsibility for the accuracy,
          completeness or fairness of the statements
          contained in the Registration Statement or the
          Prospectus, except for those referred to in the
          opinion in subsection (ix) of this Section 7(c),
          such counsel has no reason to believe that, as of
          the later of its effective date or the date of
          filing of the Company's most recent Annual Report
          on Form 10-K incorporated by reference therein,
          the Registration Statement or any further
          amendment thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contained an untrue statement of a material fact
          or omitted to state a material fact required to be
          stated therein or necessary to make the statements
          therein not misleading or that, as of its date,
          the Prospectus as amended or supplemented or any
          further amendment or supplement thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion) contained an untrue statement of a
          material fact or omitted to state a material fact
          necessary to make the statements therein, in the
          light of the circumstances under which they were
          made, not misleading or that, as of such Time of
          Delivery, the Prospectus as amended or
          supplemented or any further amendment or
          supplement thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contains an untrue statement of a material fact or
          omits to state a material fact necessary to make
          the statements therein, in the light of the
          circumstances under which they were made, not
          misleading; and such counsel does not know of any
          contracts or other documents of a character
          required to be filed as an exhibit to the
          Registration Statement or required to be
          incorporated by reference into the Prospectus as
          amended or supplemented or required to be
          described in the Registration Statement or the
          Prospectus as amended or supplemented which are
          not filed or incorporated by reference or
          described as required;

          (d)  Counsel for the Company satisfactory to the
     Representatives, which counsel may rely as to all matters of
     Maryland law on the opinions given by John W. Scheflen
     pursuant to Section 7(c), shall have furnished to the
     Representatives its written opinions, dated each Time of
     Delivery for such Designated Shares, in form and substance
     satisfactory to the Representatives, to the effect that:

               (i)  The Company has been duly incorporated
          and is validly existing as a corporation in good
          standing under the laws of the jurisdiction of its
          incorporation, with corporate power and authority
          to conduct its business as described in the
          Prospectus as amended or supplemented;

               (ii)  All outstanding shares of the Company's
          common stock, including the Designated Shares,
          have been duly authorized, and all outstanding
          shares of the Company's common stock have been,
          and upon payment and delivery in accordance with
          this Agreement, the Designated Shares will be,
          validly issued, fully paid and non-assessable;

               (iii)  The Agreement and the Pricing
          Agreement with respect to the Designated Shares
          have been duly authorized, executed and delivered
          by the Company;

               (iv)  The statements set forth in the
          Prospectus under the caption "Description of
          Common Stock", insofar as they purport to
          constitute a summary of the terms of the Shares,
          and under the captions "Dividend Limitations",
          "Plan of Distribution" and "Underwriting", insofar
          as they purport to describe the provisions of the
          laws and documents referred to therein, are
          accurate, complete and fair;

               (v)  The Company is not an "Investment
          Company", as such term is defined in the
          Investment Company Act;

               (vi)  The documents incorporated by reference
          in the Prospectus as amended or supplemented
          (other than the financial statements, related
          schedules and other financial and statistical data
          contained therein, as to which such counsel need
          express no opinion), when they were filed with the
          Commission, complied as to form in all material
          respects with the requirements of the Act or the
          Exchange Act, as applicable, and the rules and
          regulations of the Commission thereunder; and

               (vii)  The Registration Statement and the
          Prospectus as amended or supplemented, and any
          further amendments and supplements thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion), comply as to form in all material
          respects with the requirements of the Act and the
          rules and regulations thereunder; although such
          counsel has not independently verified and does
          not assume any responsibility for the accuracy,
          completeness or fairness of the statements
          contained in the Registration Statement or the
          Prospectus, except for those referred to in the
          opinion in subsection (iv) of this Section 7(d),
          such counsel has no reason to believe that, as of
          the later of its effective date or the date of
          filing of the Company's most recent Annual Report
          on Form 10-K incorporated by reference therein,
          the Registration Statement or any further
          amendment thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contained an untrue statement of a material fact
          or omitted to state a material fact required to be
          stated therein or necessary to make the statements
          therein not misleading or that, as of its date,
          the Prospectus as amended or supplemented or any
          further amendment or supplement thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion) contained an untrue statement of a
          material fact or omitted to state a material fact
          necessary to make the statements therein, in light
          of the circumstances under which they were made,
          not misleading or that, as of such Time of
          Delivery, the Prospectus as amended or
          supplemented or any further amendment or
          supplement thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contains an untrue statement of a material fact or
          omits to state a material fact necessary to make
          the statements therein, in light of the
          circumstances under which they were made, not
          misleading; and such counsel does not know of any
          contracts or other documents of a character
          required to be filed as an exhibit to the
          Registration Statement or required to be
          incorporated by reference into the Prospectus as
          amended or supplemented or required to be
          described in the Registration Statement or the
          Prospectus as amended or supplemented which are
          not filed or incorporated by reference or
          described as required;

          (e)  On the date of the Pricing Agreement for such
     Designated Shares and at each Time of Delivery for such
     Designated Shares, the independent accountants of the
     Company who have audited the consolidated financial
     statements of the Company and its subsidiaries included or
     incorporated by reference in the Registration Statement
     shall have furnished to the Representatives a letter, dated
     the effective date of the Registration Statement or the date
     of the most recent report filed with the Commission
     containing consolidated financial statements and
     incorporated by reference in the Registration Statement, if
     the date of such report is later than such effective date,
     and a letter dated such Time of Delivery, respectively, to
     the effect set forth in Annex II hereto, and with respect to
     such letter dated such Time of Delivery, as to such other
     matters as the Representatives may reasonably request and in
     form and substance satisfactory to the Representatives;

          (f)  Since the respective dates as of which information
     is given in the Registration Statement and the Prospectus,
     except as otherwise stated therein, (A) there shall have
     been no material adverse change in the condition, financial
     or otherwise, or in the earnings, business affairs or
     business prospects of the Company and its subsidiaries
     considered as one enterprise, whether or not arising in the
     ordinary course of business, (B) there shall have been no
     transactions entered into by the Company or any of the
     Company's subsidiaries, other than those in the ordinary
     course of business, which are material with respect to the
     Company and its subsidiaries considered as one enterprise,
     (C) except for regular dividends, there shall have been no
     dividend or distribution of any kind declared, paid or made
     by the Company on any class of its capital stock and (D)
     there shall have been no material increase in the long-term
     debt of the Company, except such increases as are listed in
     the Pricing Agreement relating to such Securities, the
     effect of which, in any such case described in Clause (A),
     (B), (C), or (D), is in the judgment of the Representatives
     so material and adverse as to make it impracticable or
     inadvisable to proceed with the public offering or the
     delivery of the Underwriters' Securities on the terms and in
     the manner contemplated in the Prospectus;

          (g)  On or after the date of the Pricing Agreement
     relating to the Designated Shares (i) no downgrading shall
     have occurred in the rating accorded the Company's debt
     securities or preferred stock by any "nationally recognized
     statistical rating organization", as that term is defined by
     the Commission for purposes of Rule 436(g)(2) under the Act,
     and (ii) no such organization shall have publicly announced
     that it has under surveillance or review, with possible
     negative implications, its rating of any of the Company's
     debt securities or preferred stock;

          (h)  On or after the date of the Pricing Agreement
     relating to the Designated Shares there shall not have
     occurred any of the following: (i) a suspension or material
     limitation in trading in securities generally on the New
     York Stock Exchange; (ii) a suspension or material
     limitation in trading in the Company's securities on the New
     York Stock Exchange; (iii) a general moratorium on
     commercial banking activities declared by either Federal or
     New York State authorities; or (iv) the outbreak or
     escalation of hostilities involving the United States or the
     declaration by the United States of a national emergency or
     war, if the effect of any such event specified in this
     Clause (iv) in the judgment of the Representatives makes it
     impracticable or inadvisable to proceed with the public
     offering or the delivery of the Firm Shares or Optional
     Shares or both on the terms and in the manner contemplated
     in the Prospectus as first amended or supplemented relating
     to the Designated Shares;

          (i)  The Shares at each Time of Delivery shall have
     been duly listed, subject to notice of issuance, on the
     Exchange;

          (j)  The Company shall have complied with the
     provisions of Section 5(c) hereof with respect to the
     furnishing of prospectuses; and

          (k)  The Company shall have furnished or caused to be
     furnished to the Representatives at each Time of Delivery
     for the Designated Shares certificates of officers of the
     Company satisfactory to the Representatives as to the
     accuracy of the representations and warranties of the
     Company herein at and as of such Time of Delivery, as to the
     performance by the Company of all of its obligations
     hereunder to be performed at or prior to such Time of
     Delivery, as to the matters set forth in subsections (a) and
     (f) of this Section and as to such other matters as the
     Representatives may reasonably request.

          8.  (a)  The Company will indemnify and hold harmless
     each Underwriter against any losses, claims, damages or
     liabilities, joint or several, to which such Underwriter may
     become subject, under the Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact
     contained in any Preliminary Prospectus, any preliminary
     prospectus supplement, the Registration Statement, the
     Prospectus as amended or supplemented and any other
     prospectus relating to the Shares, or any amendment or
     supplement thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the
     statements therein not misleading, and will reimburse each
     Underwriter for any reasonable legal or other expenses
     reasonably incurred by such Underwriter in connection with
     investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that the Company
     shall not be liable in any such case to the extent that any
     such loss, claim, damage or liability arises out of or is
     based upon an untrue statement or alleged untrue statement
     or omission or alleged omission made in any Preliminary
     Prospectus, any preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended or
     supplemented and any other prospectus relating to the
     Shares, or any such amendment or supplement in reliance upon
     and in conformity with written information furnished to the
     Company by any Underwriter of Designated Shares through the
     Representatives expressly for use in the Prospectus as
     amended or supplemented relating to such Shares.

          (b)  Each Underwriter will indemnify and hold harmless
     the Company against any losses, claims, damages or
     liabilities to which the Company may become subject, under
     the Act or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise
     out of or are based upon an untrue statement or alleged
     untrue statement of a material fact contained in any
     Preliminary Prospectus, any preliminary prospectus
     supplement, the Registration Statement, the Prospectus as
     amended or supplemented and any other prospectus relating to
     the Shares, or any amendment or supplement thereto, or arise
     out of or are based upon the omission or alleged omission to
     state therein a material fact required to be stated therein
     or necessary to make the statements therein not misleading,
     in each case to the extent, but only to the extent, that
     such untrue statement or alleged untrue statement or
     omission or alleged omission was made in any Preliminary
     Prospectus, any preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended or
     supplemented and any other prospectus relating to the
     Shares, or any such amendment or supplement in reliance upon
     and in conformity with written information furnished to the
     Company by such Underwriter through the Representatives
     expressly for use therein; and will reimburse the Company
     for any legal or other expenses reasonably incurred by the
     Company in connection with investigating or defending any
     such action or claim as such expenses are incurred.

          (c)  Promptly after receipt by an indemnified party
     under subsection (a) or (b) above of notice of the
     commencement of any action, such indemnified party shall, if
     a claim in respect thereof is to be made against the
     indemnifying party under such subsection, notify the
     indemnifying party in writing of the commencement thereof;
     but the omission so to notify the indemnifying party shall
     not relieve it from any liability which it may have to any
     indemnified party otherwise than under such subsection.  In
     case any such action shall be brought against any
     indemnified party and it shall notify the indemnifying party
     of the commencement thereof, the indemnifying party shall be
     entitled to participate therein and, to the extent that it
     shall wish, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with
     counsel satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be
     counsel to the indemnifying party), and, after notice from
     the indemnifying party to such indemnified party of its
     election so to assume the defense thereof, the indemnifying
     party shall not be liable to such indemnified party under
     such subsection for any legal expenses of other counsel or
     any other expenses, in each case subsequently incurred by
     such indemnified party, in connection with the defense
     thereof other than reasonable costs of investigation.  No
     indemnifying party shall, without the written consent of the
     indemnified party, effect the settlement or compromise of,
     or consent to the entry of any judgment with respect to, any
     pending or threatened action or claim in respect of which
     indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or
     potential party to such action or claim) unless such
     settlement, compromise or judgment (i) includes an
     unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does
     not include any statement as to or an admission of fault,
     culpability or a failure to act, by or on behalf of any
     indemnified party.

          (d)  If the indemnification provided for in this
     Section 8 is unavailable to or insufficient to hold harmless
     an indemnified party under subsection (a) or (b) above in
     respect of any losses, claims, damages or liabilities (or
     actions in respect thereof) referred to therein, then each
     indemnifying party shall contribute to the amount paid or
     payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in
     respect thereof) in such proportion as is appropriate to
     reflect the relative benefits received by the Company on the
     one hand and the Underwriters of the Designated Shares on
     the other from the offering of the Designated Shares to
     which such loss, claim, damage or liability (or action in
     respect thereof) relates.  If, however, the allocation
     provided by the immediately preceding sentence is not
     permitted by applicable law or if the indemnified party
     failed to give the notice required under subsection (c)
     above, then each indemnifying party shall contribute to such
     amount paid or payable by such indemnified party in such
     proportion as is appropriate to reflect not only such
     relative benefits but also the relative fault of the Company
     on the one hand and the Underwriters of the Designated
     Shares on the other in connection with the statements or
     omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any
     other relevant equitable considerations.  The relative
     benefits received by the Company on the one hand and such
     Underwriters on the other shall be deemed to be in the same
     proportion as the total net proceeds from such offering
     (before deducting expenses) received by the Company bear to
     the total underwriting discounts and commissions received by
     such Underwriters.  The relative fault shall be determined
     by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission
     or alleged omission to state a material fact relates to
     information supplied by the Company on the one hand or such
     Underwriters on the other and the parties' relative intent,
     knowledge, access to information and opportunity to correct
     or prevent such statement or omission.  The Company and the
     Underwriters agree that it would not be just and equitable
     if contributions pursuant to this subsection (d) were
     determined by pro rata allocation (even if the Underwriters
     were treated as one entity for such purpose) or by any other
     method of allocation which does not take account of the
     equitable considerations referred to above in this
     subsection (d).  The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages
     or liabilities (or actions in respect thereof) referred to
     above in this subsection (d) shall be deemed to include any
     legal or other expenses reasonably incurred by such
     indemnified party in connection with investigating or
     defending any such action or claim.  Notwithstanding the
     provisions of this subsection (d), no Underwriter shall be
     required to contribute any amount in excess of the amount by
     which the total price at which the applicable Designated
     Shares underwritten by it and distributed to the public were
     offered to the public exceeds the amount of any damages
     which such Underwriter has otherwise been required to pay by
     reason of such untrue or alleged untrue statement or
     omission or alleged omission.  No person guilty of
     fraudulent misrepresentation (within the meaning of Section
     11(f) of the Act) shall be entitled to contribution from any
     person who was not guilty of such fraudulent
     misrepresentation.  The obligations of the Underwriters of
     Designated Shares in this subsection (d) to contribute are
     several in proportion to their respective underwriting
     obligations with respect to such Shares and not joint.

          (e)  The obligations of the Company under this Section
     8 shall be in addition to any liability which the Company
     may otherwise have and shall extend, upon the same terms and
     conditions, to each person, if any, who controls any
     Underwriter within the meaning of the Act; and the
     obligations of the Underwriters under this Section 8 shall
     be in addition to any liability which the respective
     Underwriters may otherwise have and shall extend, upon the
     same terms and conditions, to each officer and director of
     the Company and to each person, if any, who controls the
     Company within the meaning of the Act.

          9.  (a)  If any Underwriter shall default in its
     obligation to purchase the Firm Shares or Optional Shares
     which it has agreed to purchase under the Pricing Agreement
     relating to such Shares, the Representatives may in their
     discretion arrange for themselves or another party or other
     parties to purchase such Shares on the terms contained
     herein.  If within thirty-six hours after such default by
     any Underwriter the Representatives do not arrange for the
     purchase of such Firm Shares or Optional Shares, as the case
     may be, then the Company shall be entitled to a further
     period of thirty-six hours within which to procure another
     party or other parties satisfactory to the Representatives
     to purchase such Shares on such terms.  In the event that,
     within the respective prescribed period, the Representatives
     notify the Company that they have so arranged for the
     purchase of such Shares, or the Company notifies the
     Representatives that it has so arranged for the purchase of
     such Shares, the Representatives or the Company shall have
     the right to postpone a Time of Delivery for such Shares for
     a period of not more than seven days, in order to effect
     whatever changes may thereby be made necessary in the
     Registration Statement or the Prospectus as amended or
     supplemented, or in any other documents or arrangements, and
     the Company agrees to file promptly any amendments or
     supplements to the Registration Statement or the Prospectus
     which in the opinion of the Representatives may thereby be
     made necessary.  The term "Underwriter" as used in this
     Agreement shall include any person substituted under this
     Section with like effect as if such person had originally
     been a party to the Pricing Agreement with respect to such
     Designated Shares.

          (b)  If, after giving effect to any arrangements for
     the purchase of the Firm Shares or Optional Shares, as the
     case may be, of a defaulting Underwriter or Underwriters by
     the Representatives and the Company as provided in
     subsection (a) above, the aggregate number of such Shares
     which remains unpurchased does not exceed one-eleventh of
     the aggregate number of the Firm Shares or Optional Shares,
     as the case may be, to be purchased at the respective Time
     of Delivery, then the Company shall have the right to
     require each non-defaulting Underwriter to purchase the
     number of Firm Shares or Optional Shares, as the case may
     be, which such Underwriter agreed to purchase under the
     Pricing Agreement relating to such Designated Shares and, in
     addition, to require each non-defaulting Underwriter to
     purchase its pro rata share (based on the number of Firm
     Shares or Optional Shares, as the case may be, which such
     Underwriter agreed to purchase under such Pricing Agreement)
     of the Firm Shares or Optional Shares, as the case may be,
     of such defaulting Underwriter or Underwriters for which
     such arrangements have not been made; but nothing herein
     shall relieve a defaulting Underwriter from liability for
     its default.

          (c)  If, after giving effect to any arrangements for
     the purchase of the Firm Shares or Optional Shares, as the
     case may be, of a defaulting Underwriter or Underwriters by
     the Representatives and the Company as provided in
     subsection (a) above, the aggregate number of Firm Shares or
     Optional Shares, as the case may be, which remains
     unpurchased exceeds one-eleventh of the aggregate number of
     the Firm Shares or Optional Shares, as the case may be, to
     be purchased at the respective Time of Delivery, as referred
     to in subsection (b) above, or if the Company shall not
     exercise the right described in subsection (b) above to
     require non-defaulting Underwriters to purchase Firm Shares
     or Optional Shares, as the case may be, of a defaulting
     Underwriter or Underwriters, then the Pricing Agreement
     relating to such Firm Shares or the Over-allotment Option
     relating to such Optional Shares, as the case may be, shall
     thereupon terminate, without liability on the part of any
     non-defaulting Underwriter or the Company, except for the
     expenses to be borne by the Company and the Underwriters as
     provided in Section 6 hereof and the indemnity and
     contribution agreements in Section 8 hereof; but nothing
     herein shall relieve a defaulting Underwriter from liability
     for its default.

     10.  The respective indemnities, agreements,
representations, warranties and other statements of the Company
and the several Underwriters, as set forth in this Agreement or
made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person
of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, and shall survive delivery of
and payment for the Shares.

     11.  If any Pricing Agreement or Over-allotment Option shall
be terminated pursuant to Section 9 hereof, the Company shall not
then be under any liability to any Underwriter with respect to
the Firm Shares or Optional Shares with respect to which such
Pricing Agreement shall have been terminated except as provided
in Sections 6 and 8 hereof; but, if for any other reason,
Designated Shares are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the
Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and
delivery of such Designated Shares, but the Company shall then be
under no further liability to any Underwriter with respect to
such Designated Shares except as provided in Sections 6 and 8
hereof.

     12.  In all dealings hereunder, the Representatives of the
Underwriters of Designated Shares shall act on behalf of each of
such Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by such Representatives
jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be
delivered or sent by mail, telex or facsimile transmission to the
address of the Representatives as set forth in the Pricing
Agreement; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Chief
Financial Officer; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter
at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be
supplied to the Company by the Representatives upon request.  Any
such statements, requests, notices or agreements shall take
effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the
Underwriters, the Company and, to the extent provided in Sections
8 and 10 hereof, the officers and directors of the Company and
each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Pricing
Agreement.  No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

     14.  Time shall be of the essence of each Pricing Agreement.
As used herein, the term "business day" shall mean any day when
the Commission's office in Washington, D.C. is open for business.

     15.  This Agreement and each Pricing Agreement shall be
governed by and construed in accordance with the laws of the
State of New York.

     16.  This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto and thereto in
any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together
constitute one and the same instrument.


                              Very truly yours,

                              MBNA Corporation



                              By: ______________________
                                     Name:
                                     Title:




                                                        ANNEX I

                       Pricing Agreement


[Names and Addresses
     of Representatives]


                                                           [Date]


Ladies and Gentlemen:

     MNBA Corporation, a Maryland corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated August 14, 2000, relating to
the Company's Common Stock, $0.01 Par Value Per Share (the
"Underwriting Agreement"), which is attached hereto and
incorporated herein by reference, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares"
[consisting of Firm Shares and any Optional Shares the
Underwriters may elect to purchase]).  Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in
full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation
and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or
warranty as of the date of the Underwriting Agreement in relation
to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing
Agreement.  Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you.  Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.  The Representatives designated
to act on behalf of the Representatives and on behalf of each of
the Underwriters of the Designated Shares pursuant to Section 12
of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth in
Schedule II hereto.

     An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
Shares, in the form heretofore delivered to you is now proposed
to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference,
[(a)] the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the number of Firm Shares set forth opposite
the name of such Underwriter in Schedule I hereto [and, (b) in
the event and to the extent that the Underwriters shall exercise
the election to purchase Optional Shares, as provided below, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company at the purchase price to the
Underwriters set forth in Schedule II hereto that portion of the
number of Optional Shares as to which such election shall have
been exercised].

     [The Company hereby grants to each of the Underwriters the
right to purchase at their election up to the number of Optional
Shares set forth opposite the name of such Underwriter in
Schedule I hereto on the terms referred to in the paragraph above
for the sole purpose of covering over-allotments in the sale of
the Firm Shares.  Any such election to purchase Optional Shares
may be exercised by written notice from the Representatives to
the Company given within a period of 30 calendar days after the
date of this Pricing Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which
such Optional Shares are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of
Delivery or, unless the Representatives and the Company otherwise
agree in writing, no earlier than two or later than ten business
days after the date of such notice.]

     If the foregoing is in accordance with your understanding,
please sign and return to us [one for the Company and one for
each of the Representatives plus one for each counsel]
counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company.  It
is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.


                              Very truly yours,

                              MBNA CORPORATION



                              By: ____________________
                                     Name:
                                     Title:

Accepted as of the date hereof:



By: _______________________________


                            SCHEDULE I

                                  Number of Firm      Maximum
                                   Shares to be      Number of
                                     Purchased       Optional
                                                    Shares to
                                                    be Purchased

[Representation]

[Other Underwriters]

      Total



                                  SCHEDULE II


Title of Designated Shares:
     Common stock, $.01 par value per share

Number of Designated Shares:

Number of Firm Shares:

Maximum Number of Optional Shares:

Initial Offering Price to Public:
     [$_____ per Share] [Formula]

Purchase Price by Underwriters:
     [$_____ per Share] [Formula]

[Commission Payable to Underwriters:
     $_____ per Share in [specify same form of funds as in
Specified Funds below]]

Form of Designated Shares:
     Definitive form, to be made available for checking [and
     packaging] at least twenty-four hours prior to the Time of
     Delivery at the office of [The Depository Trust Company or
     its designated custodian] [the Representatives]

Specified Funds for Payment of Purchase Price:
     Federal (same-day) funds

[Describe any blackout provisions with respect to the Designated
Shares]

Time of Delivery:
     _____ a.m. (New York City time), [specify date]

Closing Location:

Names and Addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

[Other Terms]
                                                      ANNEX II



     Pursuant to Section 7(e) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the
effect that:

          (i)  They are independent certified public accountants
     with respect to the Company and its subsidiaries within the
     meaning of the Act and the applicable published rules and
     regulations thereunder;

          (ii)  In their opinion, the financial statements and
     any supplementary financial information and schedules
     audited (and, if applicable, prospective financial
     statements and/or pro forma financial information examined)
     by them and included or incorporated by reference in the
     Registration Statement or the Prospectus comply as to form
     in all material respects with the applicable accounting
     requirements of the Act or the Exchange Act, as applicable,
     and the related published rules and regulations thereunder;
     and, if applicable, they have made a review in accordance
     with standards established by the American Institute of
     Certified Public Accountants of the consolidated interim
     financial statements, selected financial data, pro forma
     financial statements derived from audited financial
     statements of the Company for the periods specified in such
     letter, as indicated in their reports thereon, copies of
     which have been [separately] furnished to the
     representatives of the Underwriters (the "Representatives")
     [and are attached hereto];

          (iii)  They have made a review in accordance with
     standards established by the American Institute of Certified
     Public Accountants of the unaudited condensed consolidated
     statements of income, consolidated balance sheets and
     consolidated statements of cash flows included in the
     Prospectus and/or included in the Company's quarterly
     reports on Form 10-Q incorporated by reference into the
     Prospectus as indicated in their reports thereon copies of
     which [have been separately furnished to the
     Representatives] [are attached hereto]; and on the basis of
     specified procedures including inquiries of officials of the
     Company who have responsibility for financial and accounting
     matters regarding whether the unaudited condensed
     consolidated financial statements referred to in paragraph
     (vi)(A)(i) below comply as to form in all material respects
     with the applicable accounting requirements of the Act and
     the Exchange Act and the related published rules and
     regulations, nothing came to their attention that caused
     them to believe that the unaudited condensed consolidated
     financial statements do not comply as to form in all
     material respects with the applicable accounting
     requirements of the Act and the Exchange Act and the related
     published rules and regulations;

          (iv)  The unaudited selected financial information with
     respect to the consolidated results of operations and
     financial position of the Company for the five most recent
     fiscal years included in the Prospectus and included or
     incorporated by reference in Item 6 of the Company's Annual
     Report on Form 10-K for the most recent fiscal year agrees
     with the corresponding amounts (after restatement where
     applicable) in the audited consolidated financial statements
     for such five fiscal years which were included or
     incorporated by reference in the Company's Annual Reports on
     Form 10-K for such fiscal years;

          (v)  They have compared the information in the
     Prospectus under selected captions with the disclosure
     requirements of Regulation S-K and on the basis of limited
     procedures specified in such letter nothing came to their
     attention as a result of the foregoing procedures that
     caused them to believe that this information does not
     conform in all material respects with the disclosure
     requirements of items 301, 302, 402 and 503(d),
     respectively, of Regulation S-K;

          (vi)  On the basis of limited procedures, not
     constituting an audit in accordance with generally accepted
     auditing standards, consisting of a reading of the unaudited
     financial statements and other information referred to
     below, a reading of the latest available interim financial
     statements of the Company and its subsidiaries, inspection
     of the minute books of the Company and its subsidiaries
     since the date of the latest audited financial statements
     included or incorporated by reference in the Prospectus,
     inquiries of officials of the Company and its subsidiaries
     responsible for financial and accounting matters and such
     other inquiries and procedures as may be specified in such
     letter, nothing came to their attention that caused them to
     believe that:

               (A)  the unaudited condensed consolidated
          statements of income, consolidated balance sheets
          and consolidated statements of cash flows included
          in the Prospectus and/or included or incorporated
          by reference in the Company's Quarterly Reports on
          Form 10-Q incorporated by reference in the
          Prospectus do not comply as to form in all
          material respects with the applicable accounting
          requirements of the Exchange Act and the related
          published rules and regulations thereunder or are
          not in conformity with generally accepted
          accounting principles applied on a basis
          substantially consistent with the basis for the
          audited consolidated statements of income,
          consolidated balance sheets and consolidated
          statements of cash flows included in the
          Prospectus or included or incorporated by
          reference in the Company's Annual Report on Form
          10-K for the most recent fiscal year;

               (B)  any other unaudited income statement
          data and balance sheet items included in the
          Prospectus do not agree with the corresponding
          items in the unaudited consolidated financial
          statements from which such data and items were
          derived, and any such unaudited data and items
          were not determined on a basis substantially
          consistent with the basis for the corresponding
          amounts in the audited consolidated financial
          statements included or incorporated by reference
          in the Company's Annual Report on Form 10-K for
          the most recent fiscal year;

               (C)  the unaudited financial statements which
          were not included in the Prospectus but from which
          were derived the unaudited condensed financial
          statements referred to in clause (A) and any
          unaudited income statement data and balance sheet
          items included in the Prospectus and referred to
          in Clause (B) were not determined on a basis
          substantially consistent with the basis for the
          audited financial statements included or
          incorporated by reference in the Company's Annual
          Report on Form 10-K for the most recent fiscal
          year;

               (D)  any unaudited pro forma consolidated
          condensed financial statements included or
          incorporated by reference in the Prospectus do not
          comply as to form in all material respects with
          the applicable accounting requirements of the Act
          and the published rules and regulations thereunder
          or the pro forma adjustments have not been
          properly applied to the historical amounts in the
          compilation of those statements;

               (E)  as of a specified date not more than
          five days prior to the date of such letter, there
          have been any changes in the consolidated capital
          stock (other than issuances of capital stock upon
          exercise of options which were outstanding on the
          date of the latest balance sheet included or
          incorporated by reference in the Prospectus) or
          any increase in the consolidated long-term debt of
          the Company and its subsidiaries, or any decreases
          in consolidated net current assets or net assets
          or other items reasonably specified by the
          Representatives, or any increases in any items
          specified by the Representatives, in each case as
          compared with amounts shown in the latest balance
          sheet included or incorporated by reference in the
          Prospectus, except in each case for changes,
          increases or decreases which the Prospectus
          discloses have occurred or may occur or which are
          described in such letter; and

               (F)  for the period from the date of the
          latest financial statements included or
          incorporated by reference in the Prospectus to the
          specified date referred to in Clause (E) there
          were any decreases in consolidated net revenues or
          operating profit or the total or per share amounts
          of consolidated net income or other items
          reasonably specified by the Representatives, or
          any increases in any items reasonably specified by
          the Representatives, in each case as compared with
          the comparable period of the preceding year and
          with any other period of corresponding length
          specified by the Representatives, except in each
          case for increases or decreases which the
          Prospectus discloses have occurred or may occur or
          which are described in such letter; and

          (vii)  In addition to the audit referred to in their
     report(s) included or incorporated by reference in the
     Prospectus and the limited procedures, inspection of minute
     books, inquiries and other procedures referred to in
     paragraphs (iii) and (vi) above, they have carried out
     certain specified procedures, not constituting an audit in
     accordance with generally accepted auditing standards, with
     respect to certain amounts, percentages and financial
     information specified by the Representatives which are
     derived from the general accounting records of the Company
     and its subsidiaries, which appear in the Prospectus
     (excluding documents incorporated by reference), or in Part
     II of, or in exhibits and schedules to, the Registration
     Statement specified by the Representatives or in documents
     incorporated by reference in the Prospectus specified by the
     Representatives, and have compared certain of such amounts,
     percentages and financial information with the accounting
     records of the Company and its subsidiaries and have found
     them to be in agreement.

     All references in this Annex II to the Prospectus shall be
deemed to refer to the Prospectus (including the documents
incorporated by reference therein) as defined in the Underwriting
Agreement as of the date of the letter delivered on the date of
the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable
Designated Shares for purposes of the letter delivered at the
Time of Delivery for such Designated Shares.

Pricing Agreement

Goldman, Sachs & Co.
125 Broad Street
New York, New York 10004

                                                August 14, 2000

Ladies and Gentlemen:

     MBNA Corporation, a Maryland corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated August 14, 2000, relating to
the Company's Common Stock, $0.01 Par Value Per Share (the
"Underwriting Agreement"), which is attached hereto and
incorporated herein by reference, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares").
Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein; and each of
the representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which
refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to
the Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing
Agreement.  Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you.  Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.  The Representatives designated
to act on behalf of the Representatives and on behalf of each of
the Underwriters of the Designated Shares pursuant to Section 12
of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth in
Schedule II hereto.

     An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
Shares, in the form heretofore delivered to you is now proposed
to be filed with the Commission.
     Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II
hereto, the number of Firm Shares set forth opposite the name of
such Underwriter in Schedule I hereto.

     If the foregoing is in accordance with your understanding,
please sign and return to us four (4) counterparts hereof, and
upon acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein
by reference, shall constitute a binding agreement between each
of the Underwriters and the Company.  It is understood that your
acceptance of this letter on behalf of each of the Underwriters
is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be
submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the
authority of the signers thereof.


                              Very truly yours,

                              MBNA CORPORATION



                              By: /s/  M. Scot Kaufman
                                  ---------------------------
                              Name:  M. Scot Kaufman
                              Title: Senior Executive Vice
                                        President

Accepted as of the date hereof:



_______________________________
     (Goldman, Sachs & Co.)

                             SCHEDULE I

                                 Number of Firm     Maximum
                                 Shares to be       Optional
                                   Purchased        Shares
                                                     to be
                                                       Purchased

Goldman, Sachs & Co.              50,000,000          N/A

      Total                       50,000,000          N/A




                            SCHEDULE II


Title of Designated Shares:
     Common stock, $.01 par value per share

Number of Designated Shares:
     50,000,000

Number of Firm Shares:
     50,000,000

Maximum Number of Optional Shares:
     N/A

Purchase Price by Underwriters:
     $32.00 per Share

Form of Designated Shares:
     Definitive form, to be made available for checking at least twenty-four
     hours prior to the Time of Delivery at the office of The Depository Trust
     Company or its designated custodian

Specified Funds for Payment of Purchase Price:
     Wire transfer in immediately available funds

Describe any blackout provisions with respect to the Designated Shares
     During the period beginning from the date of this Pricing Agreement and
     continuing to and including the date 90 days after the date of the
     Prospectus Supplement, the Company agrees not to offer, sell, contract to
     sell or otherwise dispose of, except as provided hereunder, any securities
     of the Company that are substantially similar to the Designated Shares,
     including but not limited to any securities that are convertible into or
     exchangeable for, or that represent the right to receive, common stock or
     any such substantially similar securities (other than pursuant to employee
     stock option plans existing on, or upon the conversion of convertible or
     exchangeable securities outstanding as of, the date of the Pricing
     Agreement for such Designated Shares) without the prior written consent of
     the Representatives.

Time of Delivery:
     9:00 a.m. (New York City time), August 18, 2000

Closing Location:
     Sullivan & Cromwell
     125 Broad Street
     New York, New York 10004

Names and Addresses of Representatives:
     Goldman, Sachs & Co.
     85 Broad Street
     New York, New York 10004


Designated Representatives:
     Goldman, Sachs & Co.
     85 Broad Street
     New York, New York 10004

Address for Notices, etc.:
     Goldman, Sachs & Co.
     32 Old Slip
     New York, New York 10005
     Attention: Registration Department



SIGNATURE

     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.








                                                        MBNA CORPORATION


Date:  August 14, 2000                      By: /s/   Vernon H. C. Wright
                                                -------------------------------
                                                      Vernon H. C. Wright
                                                    Executive Vice President
                                                  and Chief Corporate Finance
                                                            Officer
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 106229}]
{"company-data": {"conformed-name": "MBNA CORP", "cik": "0000870517", "assigned-sic": "6021", "irs-number": "521713008", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10683", "film-number": "703571"}, "business-address": {"street1": "1100 N KING ST", "street2": "C/O MBNA AMERICA BANK NA", "city": "WILMINGTON", "state": "DE", "zip": "19884", "phone": "8003626255"}, "mail-address": {"street1": "1100 NORTH KING STREET", "city": "WILMINGTON", "state": "DE", "zip": "19884"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

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

   Date of Report (Date of earliest event reported)     August 14, 2000
                                                    -------------------------
                                MBNA Corporation
   --------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)

           Maryland                    1-10683             52-1713008
   --------------------------------------------------------------------------
   (State or other jurisdiction     (Commission       (I.R.S. Employer
        of incorporation)           File Number)       Identification No.)

             Wilmington, Delaware                              19884
   --------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)

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

   --------------------------------------------------------------------------
       (Former name or former address, if changed since last report.)

Item 5.  Other Events

On August 14, 2000, MBNA Corporation ("the Corporation") and
First Union Corporation ("First Union") executed a definitive
agreement for the purchase by the Corporation of First Union's
consumer revolving credit portfolio of $5.3 billion in loans and
more than 3 million accounts, and its commercial credit card
portfolio of $215 million in loans and approximately 300,000
accounts as of June 30, 2000. The purchase price represents a
premium on the loan receivables of approximately $1 billion,
subject to adjustment. The transaction is expected to close in
late September 2000. The Corporation and First Union also
entered into agreements with terms of seven years for the
Corporation to market personal, business, corporate and
purchasing cards to First Union's 16 million Customers. The
Corporation intends to fund the acquisition from the proceeds of
the issuance of 50 million shares of common stock by MBNA
Corporation on August 14, 2000, from the securitization of loan
receivables and the issuance of senior notes.

On August 14, 2000, MBNA Corporation entered into an
underwriting agreement and pricing agreement for the sale of 50
million shares of its common stock to Goldman, Sachs & Co.
("Goldman Sachs"), for $32 per share.  Goldman Sachs
is re-offering the shares to investors. The closing of the
sale is subject to satisfaction of customary closing conditions.
Attached hereto as Exhibit 1(h) is the underwriting and pricing
agreements with respect to the common stock.

Item 7.  Financial Statements, Pro Forma Information and Exhibits.

The following exhibit is filed with this report:

Exhibit Number                          Description
--------------                          -----------
1(h)                                    Underwriting and pricing
                                         agreements for common
                                         stock
                          MBNA CORPORATION

               Common Stock, $.01 Par Value Per Share

                       Underwriting Agreement

                                                 August 14, 2000

To the Representatives of the several
     Underwriters named in the respective
     Pricing Agreements hereinafter described.

Ladies and Gentlemen:

     From time to time MBNA Corporation, a Maryland corporation
(the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I
hereto, with such additions and deletions as the parties thereto
may determine, and, subject to the terms and conditions stated
herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing
Agreement and the securities specified therein) certain shares of
its common stock, $.01 par value per share (the "Shares"),
specified in Schedule II to such Pricing Agreement (with respect
to such Pricing Agreement, the "Firm Shares").  If specified in
such Pricing Agreement, the Company may grant to the Underwriters
the right to purchase at their election an additional number of
shares, specified in such Pricing Agreement as provided in
Section 3 hereof (the "Optional Shares"). The Firm Shares and the
Optional Shares, if any, which the Underwriters elect to purchase
pursuant to Section 3 hereof are herein collectively called the
"Designated Shares".

     The terms and rights of any particular issuance of
Designated Shares shall be as specified in the Pricing Agreement
relating thereto.

     1.  Particular sales of Designated Shares may be made from
time to time to the Underwriters of such Shares, for whom the
firms designated as representatives of the Underwriters of such
Shares in the Pricing Agreement relating thereto will act as
representatives (the "Representatives").  The term
"Representatives" also refers to a single firm acting as sole
representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative.  This
Underwriting Agreement shall not be construed as an obligation of
the Company to sell any of the Shares or as an obligation of any
of the Underwriters to purchase any of the Shares.  The
obligation of the Company to issue and sell any of the Shares and
the obligation of any of the Underwriters to purchase any of the
Shares shall be evidenced by the Pricing Agreement with respect
to the Designated Shares specified therein.  Each Pricing
Agreement shall specify the aggregate number of the Firm Shares,
the maximum number of Optional Shares, if any, the initial public
offering price of such Firm and Optional Shares or the manner of
determining such price, the purchase price to the Underwriters of
such Designated Shares, the names of the Underwriters of such
Designated Shares, the names of the Representatives of such
Underwriters, the number of such Designated Shares to be
purchased by each Underwriter and the commission, if any, payable
to the Underwriters with respect thereto and shall set forth the
date, time and manner of delivery of such Firm and Optional
Shares, if any, and payment therefor.  The Pricing Agreement
shall also specify (to the extent not set forth in the
registration statement and prospectus with respect thereto) the
terms of such Designated Shares.  A Pricing Agreement shall be in
the form of an executed writing (which may be in counterparts),
and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a
written record of communications transmitted.  The obligations of
the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

     2.  The Company represents and warrants to, and agrees with,
each of the Underwriters that:

           (a)  A registration statement on Form S-3 (File No 333-
     74919) (the "Initial Registration Statement") in respect of
     the Shares has been filed with the Securities and Exchange
     Commission (the "Commission"); the Initial Registration
     Statement and any post-effective amendment thereto, each in
     the form heretofore delivered or to be delivered to the
     Representatives and, excluding exhibits to the Initial
     Registration Statement, but including all documents
     incorporated by reference in the prospectus included
     therein, to the Representatives for each of the other
     Underwriters have been declared effective by the Commission
     in such form; other than a registration statement, if any,
     increasing the size of the offering (a "Rule 462(b)
     Registration Statement"), filed pursuant to Rule 462(b)
     under the Securities Act of 1933, as amended (the "Act"),
     which became effective upon filing, no other document, other
     than documents incorporated by reference into the Prospectus
     (as defined below), with respect to the Initial Registration
     Statement or document incorporated by reference therein has
     heretofore been filed, or transmitted for filing, with the
     Commission (other than prospectuses filed pursuant to Rule
     424(b) of the rules and regulations of the Commission under
     the Act, each in the form heretofore delivered to the
     Representatives); and no stop order suspending the
     effectiveness of the Initial Registration Statement, any
     post-effective amendment thereto or the Rule 462(b)
     Registration Statement, if any, has been issued and no
     proceeding for that purpose has been initiated or threatened
     by the Commission (any preliminary prospectus included in
     the Initial Registration Statement or filed with the
     Commission pursuant to Rule 424(a) under the Act, is
     hereinafter called a "Preliminary Prospectus"; the various
     parts of the Initial Registration Statement and the Rule
     462(b) Registration Statement, if any, including all
     exhibits thereto and the documents incorporated by reference
     in the prospectus contained in the Initial Registration
     Statement at the time such part of the Initial Registration
     Statement became effective, each as amended at the time such
     part of the Initial Registration Statement became effective,
     are hereinafter collectively called the "Registration
     Statement"; the prospectus relating to the Shares, in the
     form in which it has most recently been filed, or
     transmitted for filing, with the Commission on or prior to
     the date of this Agreement, is hereinafter called the
     "Prospectus"; any reference herein to any Preliminary
     Prospectus or the Prospectus shall be deemed to refer to and
     include the documents incorporated by reference therein
     pursuant to the applicable form under the Act, as of the
     date of such Preliminary Prospectus or Prospectus, as the
     case may be; any reference to any amendment or supplement to
     any Preliminary Prospectus or the Prospectus shall be deemed
     to refer to and include any documents filed after the date
     of such Preliminary Prospectus or Prospectus, as the case
     may be, under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), and incorporated by reference
     in such Preliminary Prospectus or Prospectus, as the case
     may be; any reference to any amendment to the Initial
     Registration Statement shall be deemed to refer to and
     include any annual report of the Company filed pursuant to
     Section 13(a) or 15(d) of the Exchange Act after the
     effective date of the Registration Statement that is
     incorporated by reference in the Registration Statement; and
     any reference to the Prospectus as amended or supplemented
     shall be deemed to refer to the Prospectus as amended or
     supplemented in relation to the applicable Designated Shares
     in the form in which it is filed with the Commission
     pursuant to Rule 424(b) under the Act in accordance with
     Section 5(a) hereof, including any documents incorporated by
     reference therein as of the date of such filing);

          (b)  The documents incorporated by reference in the
     Prospectus, when they became effective or were filed with
     the Commission, as the case may be, conformed in all
     material respects to the requirements of the Act or the
     Exchange Act, as applicable, and the rules and regulations
     of the Commission thereunder, and none of such documents
     contained an untrue statement of a material fact or omitted
     to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading; and
     any further documents so filed and incorporated by reference
     in the Prospectus or any further amendment or supplement
     thereto, when such documents become effective or are filed
     with the Commission, as the case may be, will conform in all
     material respects to the requirements of the Act or the
     Exchange Act, as applicable, and the rules and regulations
     of the Commission thereunder and will not contain an untrue
     statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the
     statements therein not misleading; provided, however, that
     this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the
     Company by an Underwriter of Designated Shares through the
     Representatives expressly for use in the Prospectus as
     amended or supplemented relating to such Shares;

          (c)  The Registration Statement and the Prospectus
     conform, and any further amendments or supplements to the
     Registration Statement or the Prospectus will conform, in
     all material respects to the requirements of the Act and the
     rules and regulations of the Commission thereunder and do
     not and will not, as of the applicable effective date as to
     the Registration Statement and any amendment thereto and as
     of the applicable filing date as to the Prospectus and any
     amendment or supplement thereto, contain an untrue statement
     of a material fact or omit to state a material fact required
     to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this
     representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the
     Company by an Underwriter of Designated Shares through the
     Representatives expressly for use in the Prospectus as
     amended or supplemented relating to such Shares;

          (d)  Since the respective dates as of which information
     is given in the Registration Statement and the Prospectus,
     except as otherwise stated therein, (A) there has been no
     material adverse change in the condition, financial or
     otherwise, or in the earnings, business affairs or business
     prospects of the Company and its subsidiaries considered as
     one enterprise, whether or not arising in the ordinary
     course of business, (B) there have been no transactions
     entered into by the Company or any of the Company's
     subsidiaries, other than those in the ordinary course of
     business, which are material with respect to the Company and
     its subsidiaries considered as one enterprise, (C) except
     for regular dividends, there has been no dividend or
     distribution of any kind declared, paid or made by the
     Company on any class of its capital stock and (D) there has
     been no material increase in the long-term debt of the
     Company, except such increases as are listed in the Pricing
     Agreement relating to the Designated Securities;

          (e)  The Company has been duly incorporated and is
     validly existing as a corporation in good standing under the
     laws of the State of Maryland, with power and authority
     (corporate and other) to own its properties and conduct its
     business as described in the Prospectus;

          (f)  Each subsidiary of the Company which is a
     significant subsidiary, as defined in Rule 405 of
     Regulation C of the regulations promulgated under the 1933
     Act (each, a "Significant Subsidiary") has been duly
     incorporated and is validly existing as a corporation in
     good standing under the laws of its jurisdiction of
     incorporation except for MBNA America Bank, National
     Association (the "Bank") and any other national bank
     subsidiary, each of which has been duly organized and is
     validly existing as a national bank under the laws of the
     United States, with power and authority (corporate and
     other) to own its properties and to conduct its business as
     described in the Prospectus;

          (g)  The Company and each Significant Subsidiary has
     been duly qualified as a foreign corporation for the
     transaction of business and is in good standing under the
     laws of each other jurisdiction in which it owns or leases
     properties or conducts any business so as to require
     qualification;

          (h)  The Company has an authorized capitalization as
     set forth in the Prospectus, and all of the issued shares of
     capital stock of the Company have been duly and validly
     authorized and issued and are fully paid and non-assessable;

          (i)  The Shares have been duly and validly authorized,
     and, when the Firm Shares are issued and delivered pursuant
     to this Agreement and the Pricing Agreement with respect to
     such Designated Shares and, in the case of any Optional
     Shares, pursuant to Over-allotment Options (as defined in
     Section 3 hereof) with respect to such Shares, such
     Designated Shares will be duly and validly issued and fully
     paid and non-assessable; the Shares conform to the
     description thereof contained in the Registration Statement
     and the Designated Shares will conform to the description
     thereof contained in the Prospectus as amended or
     supplemented with respect to such Designated Shares;

          (j)  The issue and sale of the Shares and the
     compliance by the Company with all of the provisions of this
     Agreement, any Pricing Agreement and each Over-allotment
     Option, if any, and the consummation of the transactions
     contemplated herein and therein will not conflict with or
     result in a breach or violation of any of the terms or
     provisions of, or constitute a default under, any indenture,
     mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company is a party or by which
     the Company is bound or to which any of the property or
     assets of the Company is subject, other than such conflicts,
     breaches, violations or defaults that would not have a
     material adverse effect on the consolidated financial
     position, stockholders' equity (or net assets, as the case
     may be) or results of operations of the Company and its
     subsidiaries, nor will such action result in any violation
     of the provisions of the Certificate of Incorporation or
     By-laws of the Company or any statute or any order, rule or
     regulation of any court or governmental agency or body
     (including, without limitation, the Board of Governors of
     the Federal Reserve System, the Office of the Comptroller of
     the Currency and the Federal Deposit Insurance Corporation)
     having jurisdiction over the Company or any of its
     properties; and no consent, approval, authorization, order,
     registration or qualification of or with any such court or
     governmental agency or body is required for the issue and
     sale of the Shares or the consummation by the Company of the
     transactions contemplated by this Agreement or any Pricing
     Agreement or any Over-allotment Option, except such as have
     been, or will have been prior to each Time of Delivery (as
     defined in Section 4 hereof), obtained under the Act and
     such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or
     Blue Sky laws in connection with the purchase and
     distribution of the Shares by the Underwriters;

          (k)  Other than as set forth in the Prospectus, there
     are no legal or governmental proceedings pending to which
     the Company or any of its subsidiaries is a party or of
     which any property of the Company or any of its subsidiaries
     is the subject, which, if determined adversely to the
     Company or any of its subsidiaries, would individually or in
     the aggregate have a material adverse effect on the
     consolidated financial position, stockholders' equity (or
     net assets, as the case may be) or results of operations of
     the Company and its subsidiaries; and, to the Company's
     knowledge, no such proceedings are threatened or
     contemplated by governmental authorities or threatened by
     others;

          (l)  Each of the Company and the Bank is in substantial
     compliance with, and conducts its business in substantial
     conformity with, all applicable laws and governmental
     regulations;

          (m)  Neither the Company nor any of its subsidiaries is
     in violation of its Certificate of Incorporation or By-laws
     or in default in the performance or observance of any
     material obligation, agreement, covenant or condition
     contained in any indenture, mortgage, deed of trust, loan
     agreement, lease or other agreement or instrument to which
     it is a party or by which it or any of its properties may be
     bound;

          (n)  The statements set forth in the Prospectus as
     amended or supplemented under the caption "Description of
     Common Stock", insofar as they purport to constitute a
     summary of the terms of the stock, and under the caption
     "Plan of Distribution" and "Underwriting", insofar as they
     purport to describe the provisions of the laws and documents
     referred to therein, are accurate, complete and fair;

          (o)  The Company is not and, after giving effect to the
     offering and sale of the Shares, will not be an "investment
     company", as such term is defined in the Investment Company
     Act of 1940, as amended (the "Investment Company Act"); and

          (p)  Ernst & Young LLP, who have certified certain
     financial statements of the Company and its subsidiaries,
     are independent public accountants as required by the Act
     and the rules and regulations of the Commission thereunder.

     3.  Upon the execution of the Pricing Agreement applicable
to any Designated Shares and authorization by the Representatives
of the release of the Firm Shares, the several Underwriters
propose to offer the Firm Shares for sale upon the terms and
conditions set forth in the Prospectus as amended or
supplemented.

     The Company may specify in the Pricing Agreement applicable
to any Designated Shares that the Company thereby grants to the
Underwriters the right (an "Overallotment Option") to purchase at
their election up to the number of Optional Shares set forth in
such Pricing Agreement, on the terms set forth in the paragraph
above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares.  Any such election to purchase Optional
Shares may be exercised by written notice from the
Representatives to the Company, given within a period specified
in the Pricing Agreement, setting forth the aggregate number of
Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the
Representatives but in no event earlier than the First Time of
Delivery (as defined in Section 4 hereof) or, unless the
Representatives and the Company otherwise agree in writing,
earlier than or later than the respective number of business days
after the date of such notice set forth in such Pricing
Agreement.

     The number of Optional Shares to be added to the number of
Firm Shares to be purchased by each Underwriter as set forth in
Schedule I to the Pricing Agreement applicable to such Designated
Shares shall be, in each case, the number of Optional Shares
which the Company has been advised by the Representatives have
been attributed to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to
be so added shall be, in each case, that proportion of Optional
Shares which the number of Firm Shares to be purchased by such
Underwriter under such Pricing Agreement bears to the aggregate
number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares).  The total number of
Designated Shares to be purchased by all the Underwriters
pursuant to such Pricing Agreement shall be the aggregate number
of Firm Shares set forth in Schedule I to such Pricing Agreement
plus the aggregate number of Optional Shares which the
Underwriters elect to purchase.

     4.  Certificates for the Firm Shares and the Optional Shares
to be purchased by each Underwriter pursuant to the Pricing
Agreement relating thereto, in the form specified in such Pricing
Agreement and in such authorized denominations and registered in
such names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall be
delivered by or on behalf of the Company to the Representatives
for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by
wire transfer of immediately available funds to the account
specified by the Company to the Representatives at least forty-
eight hours in advance as specified in such Pricing Agreement,
(i) with respect to the Firm Shares, all in the manner and at the
place and time and date specified in such Pricing Agreement or at
such other place and time and date as the Representatives and the
Company may agree upon in writing, such time and date being
herein called the "First Time of Delivery" and (ii) with respect
to the Optional Shares, if any, in the manner and at the time and
date specified by the Representatives in the written notice given
by the Representatives of the Underwriters' election to purchase
such Optional Shares, or at such other time and date as the
Representatives and the Company may agree upon in writing, such
time and date, if not the First Time of Delivery, herein called
the "Second Time of Delivery".  Each such time and date for
delivery is herein called a "Time of Delivery".

     5.  The Company agrees with each of the Underwriters of any
Designated Shares:

          (a)  To prepare the Prospectus as amended and
     supplemented in relation to the applicable Designated Shares
     in a form approved by the Representatives and to file such
     Prospectus pursuant to Rule 424(b) under the Act not later
     than the Commission's close of business on the second
     business day following the execution and delivery of the
     Pricing Agreement relating to the applicable Designated
     Shares or, if applicable, such earlier time as may be
     required by Rule 424(b); to make no further amendment or any
     supplement to the Registration Statement or Prospectus as
     amended or supplemented after the date of the Pricing
     Agreement relating to such Shares and prior to any Time of
     Delivery for such Shares which shall be disapproved by the
     Representatives for such Shares promptly after reasonable
     notice thereof; to advise the Representatives promptly of
     any such amendment or supplement after any Time of Delivery
     for such Shares and furnish the Representatives with copies
     thereof; to file promptly all reports and any definitive
     proxy or information statements required to be filed by the
     Company with the Commission pursuant to Sections 13(a),
     13(c), 14 or 15(d) of the Exchange Act for so long as the
     delivery of a prospectus is required in connection with the
     offering or sale of such Shares, and during such same period
     to advise the Representatives, promptly after it receives
     notice thereof, of the time when any amendment to the
     Registration Statement has been filed or becomes effective
     or any supplement to the Prospectus or any amended
     Prospectus has been filed with the Commission, of the
     issuance by the Commission of any stop order or of any order
     preventing or suspending the use of any prospectus relating
     to the Shares, of the suspension of the qualification of
     such Shares for offering or sale in any jurisdiction, of the
     initiation or threatening of any proceeding for any such
     purpose, or of any request by the Commission for the
     amending or supplementing of the Registration Statement or
     Prospectus or for additional information; and, in the event
     of the issuance of any such stop order or of any such order
     preventing or suspending the use of any prospectus relating
     to the Shares or suspending any such qualification, promptly
     to use its best efforts to obtain the withdrawal of such
     order;

          (b)  Promptly from time to time to take such action as
     the Representatives may reasonably request to qualify such
     Shares for offering and sale under the securities laws of
     such jurisdictions as the Representatives may request and to
     comply with such laws so as to permit the continuance of
     sales and dealings therein in such jurisdictions for as long
     as may be necessary to complete the distribution of such
     Shares, provided that in connection therewith the Company
     shall not be required to qualify as a foreign corporation or
     to file a general consent to service of process in any
     jurisdiction;

          (c)  To furnish the Underwriters with copies of the
     Prospectus as amended or supplemented in New York City in
     such quantities as the Representatives may from time to time
     reasonably request, and, if the delivery of a prospectus is
     required at any time in connection with the offering or sale
     of the Shares and if at such time any event shall have
     occurred as a result of which the Prospectus as then amended
     or supplemented would include an untrue statement of a
     material fact or omit to state any material fact necessary
     in order to make the statements therein, in the light of the
     circumstances under which they were made when such
     Prospectus is delivered, not misleading, or, if for any
     other reason it shall be necessary during such same period
     to amend or supplement the Prospectus or to file under the
     Exchange Act any document incorporated by reference in the
     Prospectus in order to comply with the Act or the Exchange
     Act, to notify the Representatives and upon their request to
     file such document and to prepare and furnish without charge
     to each Underwriter and to any dealer in securities as many
     copies as the Representatives may from time to time
     reasonably request of an amended Prospectus or a supplement
     to the Prospectus which will correct such statement or
     omission or effect such compliance;

          (d)  To make generally available to its security
     holders as soon as practicable, but in any event not later
     than eighteen months after the effective date of the
     Registration Statement (as defined in Rule 158(c) under the
     Act), an earnings statement of the Company and its
     subsidiaries (which need not be audited) complying with
     Section 11(a) of the Act and the rules and regulations of
     the Commission thereunder (including, at the option of the
     Company, Rule 158);

          (e)  During the period beginning from the date of the
     Pricing Agreement and continuing to and including the date
     90 days after the date of the Prospectus, not to offer,
     sell, contract to sell or otherwise dispose of, except as
     provided hereunder, any securities of the Company that are
     substantially similar to the Designated Shares, including
     but not limited to any securities that are convertible into
     or exchangeable for, or that represent the right to receive,
     common stock or any such substantially similar securities
     (other than pursuant to employee stock option plans existing
     on, or upon the conversion of convertible or exchangeable
     securities outstanding as of, the date of the Pricing
     Agreement for such Designated Shares) without the prior
     written consent of the Representatives; and

          (f)  If the Company elects to rely upon Rule 462(b),
     the Company shall file a Rule 462(b) Registration Statement
     with the Commission in compliance with Rule 462(b) by 10:00
     P.M., Washington, D.C. time, on the first business day
     following the date of the Pricing Agreement, and the Company
     shall at the time of filing either pay the Commission the
     filing fee for the Rule 462(b) Registration Statement or
     give irrevocable instructions for the payment of such fee
     pursuant to Rule 111(b) under the Act.

     6.  The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the
Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses
in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the
reasonable expenses of mailing and delivering of copies thereof
to the Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this Agreement, any
Pricing Agreement, any Blue Sky Memorandum and any other
documents in connection with the offering, purchase, sale and
delivery of the Shares; (iii) all expenses in connection with the
qualification of the Shares for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the
reasonable fees and disbursements of counsel for the Underwriters
in connection with such qualification and in connection with the
Blue Sky survey(s); (iv) any filing fees incident to any required
reviews by the National Association of Securities Dealers, Inc.
of the terms of the sale of the Shares; (v) the cost of preparing
certificates for the Shares; (vi) the cost and charges of any
transfer agent or registrar or dividend disbursing agent; and
(vii) all other reasonable costs and expenses incident to the
performance of its obligations hereunder and under any
Over-allotment Options which are not otherwise specifically
provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 8 and 11 hereof,
the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of
any of the Shares by them, and any advertising expenses connected
with any offers they may make.

     7.  The obligations of the Underwriters of any Designated
Shares under the Pricing Agreement relating to such Designated
Shares shall be subject, in the discretion of the
Representatives, to the condition that all representations and
warranties and other statements of the Company in or incorporated
by reference in the Pricing Agreement relating to such Designated
Shares are, at and as of each Time of Delivery for such
Designated Shares, true and correct, the condition that the
Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional
conditions:

          (a)  The Prospectus as amended or supplemented in
     relation to such Designated Shares shall have been filed
     with the Commission pursuant to Rule 424(b) within the
     applicable time period prescribed for such filing by the
     rules and regulations under the Act and in accordance with
     Section 5(a) hereof; if the Company has elected to rely upon
     Rule 462(b), the Rule 462(b) Registration Statement shall
     have become effective by 10:00 P.M., Washington, D.C. time,
     on the first business day following the date of the Pricing
     Agreement; no stop order suspending the effectiveness of the
     Registration Statement or any part thereof shall have been
     issued and no proceeding for that purpose shall have been
     initiated or threatened by the Commission; and all requests
     for additional information on the part of the Commission
     shall have been complied with to the Representatives'
     reasonable satisfaction;

          (b)  Counsel for the Underwriters shall have furnished
     to the Representatives such written opinion or opinions,
     dated each Time of Delivery for such Designated Shares, with
     respect to the matters covered in paragraphs (i), (iv),
     (vi), (ix), (x) and (xi) of subsection (c) below as well as
     such other related matters as the Representatives may
     reasonably request, and such counsel shall have received
     such papers and information as they may reasonably request
     to enable them to pass upon such matters;

          (c)  John W. Scheflen, Executive Vice President and
     General Counsel of the Company, shall have furnished to the
     Representatives written opinions, dated each Time of
     Delivery for such Designated Shares, in form and substance
     satisfactory to the Representatives, to the effect that:

               (i)  The Company has been duly incorporated
          and is validly existing as a corporation in good
          standing under the laws of the jurisdiction of its
          incorporation, with corporate power and authority
          to own its properties and conduct its business as
          described in the Prospectus as amended or
          supplemented;

               (ii)  Each Significant Subsidiary of the
          Company has been duly incorporated and is validly
          existing as a corporation in good standing under
          the laws of its jurisdiction of incorporation,
          except for the Bank and any other national bank
          subsidiary, which has been duly organized and is
          validly existing under the laws of the United
          States, with power and authority (corporate and
          other) to own its properties and conduct its
          business as described in the Prospectus (such
          counsel being entitled to rely in respect of the
          opinion in this clause upon opinions of local
          counsel and in respect of matters of fact upon
          certificates of officers of the Company or its
          subsidiaries, provided that such counsel shall
          state that he believes that both you and he are
          justified in relying upon such opinions and
          certificates);

               (iii)  The Company and each Significant
          Subsidiary has been duly qualified as a foreign
          corporation for the transaction of business and is
          in good standing under the laws of each other
          jurisdiction in which it owns or leases properties
          or conducts any business so as to require
          qualification, or is subject to no material
          liability or disability by reason of failure to be
          so qualified in any such jurisdiction (such
          counsel being entitled to rely in respect of the
          opinion in this clause upon opinions of local
          counsel and in respect of matters of fact upon
          certificates of officers of the Company or its
          subsidiaries, provided that such counsel shall
          state that they believe that both you and they are
          justified in relying upon such opinions and
          certificates);

               (iv)  The Company has an authorized
          capitalization as set forth in the Prospectus as
          amended or supplemented, and all of the issued
          shares of capital stock of the Company (including
          the Designated Shares being delivered at such Time
          of Delivery) have been duly and validly authorized
          and issued and are fully paid and non-assessable;
          and the Designated Shares conform to the
          description thereof in the Prospectus as amended
          or supplemented;

               (v)  To such counsel's knowledge and other
          than as set forth in the Prospectus, there are no
          legal or governmental proceedings pending to which
          the Company or any of its subsidiaries is a party
          or of which any property of the Company or any of
          its subsidiaries is the subject which, if
          determined adversely to the Company or any of its
          subsidiaries, would individually or in the
          aggregate have a material adverse effect on the
          consolidated financial position, stockholders'
          equity or results of operations of the Company and
          its subsidiaries; and to such counsel's knowledge,
          no such proceedings are threatened or contemplated
          by governmental authorities or threatened by
          others;

               (vi)  This Agreement and the Pricing
          Agreement with respect to the Designated Shares
          have been duly authorized, executed and delivered
          by the Company;

               (vii)  The issue and sale of the Designated
          Shares being delivered at such Time of Delivery
          and the compliance by the Company with all of the
          provisions of this Agreement and the Pricing
          Agreement with respect to the Designated Shares
          and the consummation of the transactions herein
          and therein contemplated will not conflict with or
          result in a breach or violation of any of the
          terms or provisions of, or constitute a default
          under, any indenture, mortgage, deed of trust,
          loan agreement or other agreement or instrument
          known to such counsel to which the Company is a
          party or by which the Company is bound or to which
          any of the property or assets of the Company is
          subject, other than such conflicts, breaches,
          violations or defaults that would not have a
          material adverse effect on the condition,
          financial or otherwise, or in the earnings,
          business affairs or business prospects of the
          Company and its subsidiaries considered as one
          enterprise, whether or not arising in the ordinary
          course of business, nor will such action result in
          any violation of the provisions of the Certificate
          of Incorporation or By-laws of the Company or any
          statute or any order, rule or regulation known to
          such counsel of any court or governmental agency
          or body (including, without limitation, the Board
          of Governors of the  Federal Reserve System, the
          Office of the Comptroller of the Currency and the
          Federal Deposit Insurance Corporation) having
          jurisdiction over the Company or any of its
          properties;

               (viii)  No consent, approval, authorization,
          order, registration or qualification of or with
          any such court or governmental agency or body is
          required for the issue and sale of the Designated
          Shares being delivered at such Time of Delivery or
          the consummation by the Company of the
          transactions contemplated by this Agreement or
          such Pricing Agreement, except such as have been
          obtained under the Act and such consents,
          approvals, authorizations, registrations or
          qualifications as may be required under state
          securities or Blue Sky laws in connection with the
          purchase and distribution of the Designated Shares
          by the Underwriters;

               (ix)  The statements set forth in the
          Prospectus under the caption "Description of
          Common Stock", insofar as they purport to
          constitute a summary of the terms of the Shares,
          and under the captions "Dividend Limitations",
          "Plan of Distribution" and "Underwriting", insofar
          as they purport to describe the provisions of the
          laws and documents referred to therein, are
          accurate, complete and fair;

               (x)  The Company is not an "Investment
          Company", as such term is defined in the
          Investment Company Act;

               (xi)  The documents incorporated by reference
          in the Prospectus as amended or supplemented
          (other than the financial statements related
          schedules and other financial and statistical data
          contained therein, as to which such counsel need
          express no opinion), when they were filed with the
          Commission, complied as to form in all material
          respects with the requirements of the Act or the
          Exchange Act, as applicable, and the rules and
          regulations of the Commission thereunder; and such
          counsel has no reason to believe that any of such
          documents, when they were so filed, contained an
          untrue statement of a material fact or omitted to
          state a material fact necessary in order to make
          the statements therein, in the light of the
          circumstances under which they were made when such
          documents were so filed, not misleading; and

               (xii)  The Registration Statement and the
          Prospectus as amended or supplemented, and any
          further amendments and supplements thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion), comply as to form in all material
          respects with the requirements of the Act and the
          rules and regulations thereunder; although such
          counsel has not independently verified and does
          not assume any responsibility for the accuracy,
          completeness or fairness of the statements
          contained in the Registration Statement or the
          Prospectus, except for those referred to in the
          opinion in subsection (ix) of this Section 7(c),
          such counsel has no reason to believe that, as of
          the later of its effective date or the date of
          filing of the Company's most recent Annual Report
          on Form 10-K incorporated by reference therein,
          the Registration Statement or any further
          amendment thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contained an untrue statement of a material fact
          or omitted to state a material fact required to be
          stated therein or necessary to make the statements
          therein not misleading or that, as of its date,
          the Prospectus as amended or supplemented or any
          further amendment or supplement thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion) contained an untrue statement of a
          material fact or omitted to state a material fact
          necessary to make the statements therein, in the
          light of the circumstances under which they were
          made, not misleading or that, as of such Time of
          Delivery, the Prospectus as amended or
          supplemented or any further amendment or
          supplement thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contains an untrue statement of a material fact or
          omits to state a material fact necessary to make
          the statements therein, in the light of the
          circumstances under which they were made, not
          misleading; and such counsel does not know of any
          contracts or other documents of a character
          required to be filed as an exhibit to the
          Registration Statement or required to be
          incorporated by reference into the Prospectus as
          amended or supplemented or required to be
          described in the Registration Statement or the
          Prospectus as amended or supplemented which are
          not filed or incorporated by reference or
          described as required;

          (d)  Counsel for the Company satisfactory to the
     Representatives, which counsel may rely as to all matters of
     Maryland law on the opinions given by John W. Scheflen
     pursuant to Section 7(c), shall have furnished to the
     Representatives its written opinions, dated each Time of
     Delivery for such Designated Shares, in form and substance
     satisfactory to the Representatives, to the effect that:

               (i)  The Company has been duly incorporated
          and is validly existing as a corporation in good
          standing under the laws of the jurisdiction of its
          incorporation, with corporate power and authority
          to conduct its business as described in the
          Prospectus as amended or supplemented;

               (ii)  All outstanding shares of the Company's
          common stock, including the Designated Shares,
          have been duly authorized, and all outstanding
          shares of the Company's common stock have been,
          and upon payment and delivery in accordance with
          this Agreement, the Designated Shares will be,
          validly issued, fully paid and non-assessable;

               (iii)  The Agreement and the Pricing
          Agreement with respect to the Designated Shares
          have been duly authorized, executed and delivered
          by the Company;

               (iv)  The statements set forth in the
          Prospectus under the caption "Description of
          Common Stock", insofar as they purport to
          constitute a summary of the terms of the Shares,
          and under the captions "Dividend Limitations",
          "Plan of Distribution" and "Underwriting", insofar
          as they purport to describe the provisions of the
          laws and documents referred to therein, are
          accurate, complete and fair;

               (v)  The Company is not an "Investment
          Company", as such term is defined in the
          Investment Company Act;

               (vi)  The documents incorporated by reference
          in the Prospectus as amended or supplemented
          (other than the financial statements, related
          schedules and other financial and statistical data
          contained therein, as to which such counsel need
          express no opinion), when they were filed with the
          Commission, complied as to form in all material
          respects with the requirements of the Act or the
          Exchange Act, as applicable, and the rules and
          regulations of the Commission thereunder; and

               (vii)  The Registration Statement and the
          Prospectus as amended or supplemented, and any
          further amendments and supplements thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion), comply as to form in all material
          respects with the requirements of the Act and the
          rules and regulations thereunder; although such
          counsel has not independently verified and does
          not assume any responsibility for the accuracy,
          completeness or fairness of the statements
          contained in the Registration Statement or the
          Prospectus, except for those referred to in the
          opinion in subsection (iv) of this Section 7(d),
          such counsel has no reason to believe that, as of
          the later of its effective date or the date of
          filing of the Company's most recent Annual Report
          on Form 10-K incorporated by reference therein,
          the Registration Statement or any further
          amendment thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contained an untrue statement of a material fact
          or omitted to state a material fact required to be
          stated therein or necessary to make the statements
          therein not misleading or that, as of its date,
          the Prospectus as amended or supplemented or any
          further amendment or supplement thereto made by
          the Company prior to such Time of Delivery (other
          than the financial statements, related schedules
          and other financial and statistical data contained
          therein, as to which such counsel need express no
          opinion) contained an untrue statement of a
          material fact or omitted to state a material fact
          necessary to make the statements therein, in light
          of the circumstances under which they were made,
          not misleading or that, as of such Time of
          Delivery, the Prospectus as amended or
          supplemented or any further amendment or
          supplement thereto made by the Company prior to
          such Time of Delivery (other than the financial
          statements, related schedules and other financial
          and statistical data contained therein, as to
          which such counsel need express no opinion)
          contains an untrue statement of a material fact or
          omits to state a material fact necessary to make
          the statements therein, in light of the
          circumstances under which they were made, not
          misleading; and such counsel does not know of any
          contracts or other documents of a character
          required to be filed as an exhibit to the
          Registration Statement or required to be
          incorporated by reference into the Prospectus as
          amended or supplemented or required to be
          described in the Registration Statement or the
          Prospectus as amended or supplemented which are
          not filed or incorporated by reference or
          described as required;

          (e)  On the date of the Pricing Agreement for such
     Designated Shares and at each Time of Delivery for such
     Designated Shares, the independent accountants of the
     Company who have audited the consolidated financial
     statements of the Company and its subsidiaries included or
     incorporated by reference in the Registration Statement
     shall have furnished to the Representatives a letter, dated
     the effective date of the Registration Statement or the date
     of the most recent report filed with the Commission
     containing consolidated financial statements and
     incorporated by reference in the Registration Statement, if
     the date of such report is later than such effective date,
     and a letter dated such Time of Delivery, respectively, to
     the effect set forth in Annex II hereto, and with respect to
     such letter dated such Time of Delivery, as to such other
     matters as the Representatives may reasonably request and in
     form and substance satisfactory to the Representatives;

          (f)  Since the respective dates as of which information
     is given in the Registration Statement and the Prospectus,
     except as otherwise stated therein, (A) there shall have
     been no material adverse change in the condition, financial
     or otherwise, or in the earnings, business affairs or
     business prospects of the Company and its subsidiaries
     considered as one enterprise, whether or not arising in the
     ordinary course of business, (B) there shall have been no
     transactions entered into by the Company or any of the
     Company's subsidiaries, other than those in the ordinary
     course of business, which are material with respect to the
     Company and its subsidiaries considered as one enterprise,
     (C) except for regular dividends, there shall have been no
     dividend or distribution of any kind declared, paid or made
     by the Company on any class of its capital stock and (D)
     there shall have been no material increase in the long-term
     debt of the Company, except such increases as are listed in
     the Pricing Agreement relating to such Securities, the
     effect of which, in any such case described in Clause (A),
     (B), (C), or (D), is in the judgment of the Representatives
     so material and adverse as to make it impracticable or
     inadvisable to proceed with the public offering or the
     delivery of the Underwriters' Securities on the terms and in
     the manner contemplated in the Prospectus;

          (g)  On or after the date of the Pricing Agreement
     relating to the Designated Shares (i) no downgrading shall
     have occurred in the rating accorded the Company's debt
     securities or preferred stock by any "nationally recognized
     statistical rating organization", as that term is defined by
     the Commission for purposes of Rule 436(g)(2) under the Act,
     and (ii) no such organization shall have publicly announced
     that it has under surveillance or review, with possible
     negative implications, its rating of any of the Company's
     debt securities or preferred stock;

          (h)  On or after the date of the Pricing Agreement
     relating to the Designated Shares there shall not have
     occurred any of the following: (i) a suspension or material
     limitation in trading in securities generally on the New
     York Stock Exchange; (ii) a suspension or material
     limitation in trading in the Company's securities on the New
     York Stock Exchange; (iii) a general moratorium on
     commercial banking activities declared by either Federal or
     New York State authorities; or (iv) the outbreak or
     escalation of hostilities involving the United States or the
     declaration by the United States of a national emergency or
     war, if the effect of any such event specified in this
     Clause (iv) in the judgment of the Representatives makes it
     impracticable or inadvisable to proceed with the public
     offering or the delivery of the Firm Shares or Optional
     Shares or both on the terms and in the manner contemplated
     in the Prospectus as first amended or supplemented relating
     to the Designated Shares;

          (i)  The Shares at each Time of Delivery shall have
     been duly listed, subject to notice of issuance, on the
     Exchange;

          (j)  The Company shall have complied with the
     provisions of Section 5(c) hereof with respect to the
     furnishing of prospectuses; and

          (k)  The Company shall have furnished or caused to be
     furnished to the Representatives at each Time of Delivery
     for the Designated Shares certificates of officers of the
     Company satisfactory to the Representatives as to the
     accuracy of the representations and warranties of the
     Company herein at and as of such Time of Delivery, as to the
     performance by the Company of all of its obligations
     hereunder to be performed at or prior to such Time of
     Delivery, as to the matters set forth in subsections (a) and
     (f) of this Section and as to such other matters as the
     Representatives may reasonably request.

          8.  (a)  The Company will indemnify and hold harmless
     each Underwriter against any losses, claims, damages or
     liabilities, joint or several, to which such Underwriter may
     become subject, under the Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact
     contained in any Preliminary Prospectus, any preliminary
     prospectus supplement, the Registration Statement, the
     Prospectus as amended or supplemented and any other
     prospectus relating to the Shares, or any amendment or
     supplement thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the
     statements therein not misleading, and will reimburse each
     Underwriter for any reasonable legal or other expenses
     reasonably incurred by such Underwriter in connection with
     investigating or defending any such action or claim as such
     expenses are incurred; provided, however, that the Company
     shall not be liable in any such case to the extent that any
     such loss, claim, damage or liability arises out of or is
     based upon an untrue statement or alleged untrue statement
     or omission or alleged omission made in any Preliminary
     Prospectus, any preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended or
     supplemented and any other prospectus relating to the
     Shares, or any such amendment or supplement in reliance upon
     and in conformity with written information furnished to the
     Company by any Underwriter of Designated Shares through the
     Representatives expressly for use in the Prospectus as
     amended or supplemented relating to such Shares.

          (b)  Each Underwriter will indemnify and hold harmless
     the Company against any losses, claims, damages or
     liabilities to which the Company may become subject, under
     the Act or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise
     out of or are based upon an untrue statement or alleged
     untrue statement of a material fact contained in any
     Preliminary Prospectus, any preliminary prospectus
     supplement, the Registration Statement, the Prospectus as
     amended or supplemented and any other prospectus relating to
     the Shares, or any amendment or supplement thereto, or arise
     out of or are based upon the omission or alleged omission to
     state therein a material fact required to be stated therein
     or necessary to make the statements therein not misleading,
     in each case to the extent, but only to the extent, that
     such untrue statement or alleged untrue statement or
     omission or alleged omission was made in any Preliminary
     Prospectus, any preliminary prospectus supplement, the
     Registration Statement, the Prospectus as amended or
     supplemented and any other prospectus relating to the
     Shares, or any such amendment or supplement in reliance upon
     and in conformity with written information furnished to the
     Company by such Underwriter through the Representatives
     expressly for use therein; and will reimburse the Company
     for any legal or other expenses reasonably incurred by the
     Company in connection with investigating or defending any
     such action or claim as such expenses are incurred.

          (c)  Promptly after receipt by an indemnified party
     under subsection (a) or (b) above of notice of the
     commencement of any action, such indemnified party shall, if
     a claim in respect thereof is to be made against the
     indemnifying party under such subsection, notify the
     indemnifying party in writing of the commencement thereof;
     but the omission so to notify the indemnifying party shall
     not relieve it from any liability which it may have to any
     indemnified party otherwise than under such subsection.  In
     case any such action shall be brought against any
     indemnified party and it shall notify the indemnifying party
     of the commencement thereof, the indemnifying party shall be
     entitled to participate therein and, to the extent that it
     shall wish, jointly with any other indemnifying party
     similarly notified, to assume the defense thereof, with
     counsel satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be
     counsel to the indemnifying party), and, after notice from
     the indemnifying party to such indemnified party of its
     election so to assume the defense thereof, the indemnifying
     party shall not be liable to such indemnified party under
     such subsection for any legal expenses of other counsel or
     any other expenses, in each case subsequently incurred by
     such indemnified party, in connection with the defense
     thereof other than reasonable costs of investigation.  No
     indemnifying party shall, without the written consent of the
     indemnified party, effect the settlement or compromise of,
     or consent to the entry of any judgment with respect to, any
     pending or threatened action or claim in respect of which
     indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or
     potential party to such action or claim) unless such
     settlement, compromise or judgment (i) includes an
     unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does
     not include any statement as to or an admission of fault,
     culpability or a failure to act, by or on behalf of any
     indemnified party.

          (d)  If the indemnification provided for in this
     Section 8 is unavailable to or insufficient to hold harmless
     an indemnified party under subsection (a) or (b) above in
     respect of any losses, claims, damages or liabilities (or
     actions in respect thereof) referred to therein, then each
     indemnifying party shall contribute to the amount paid or
     payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in
     respect thereof) in such proportion as is appropriate to
     reflect the relative benefits received by the Company on the
     one hand and the Underwriters of the Designated Shares on
     the other from the offering of the Designated Shares to
     which such loss, claim, damage or liability (or action in
     respect thereof) relates.  If, however, the allocation
     provided by the immediately preceding sentence is not
     permitted by applicable law or if the indemnified party
     failed to give the notice required under subsection (c)
     above, then each indemnifying party shall contribute to such
     amount paid or payable by such indemnified party in such
     proportion as is appropriate to reflect not only such
     relative benefits but also the relative fault of the Company
     on the one hand and the Underwriters of the Designated
     Shares on the other in connection with the statements or
     omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any
     other relevant equitable considerations.  The relative
     benefits received by the Company on the one hand and such
     Underwriters on the other shall be deemed to be in the same
     proportion as the total net proceeds from such offering
     (before deducting expenses) received by the Company bear to
     the total underwriting discounts and commissions received by
     such Underwriters.  The relative fault shall be determined
     by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission
     or alleged omission to state a material fact relates to
     information supplied by the Company on the one hand or such
     Underwriters on the other and the parties' relative intent,
     knowledge, access to information and opportunity to correct
     or prevent such statement or omission.  The Company and the
     Underwriters agree that it would not be just and equitable
     if contributions pursuant to this subsection (d) were
     determined by pro rata allocation (even if the Underwriters
     were treated as one entity for such purpose) or by any other
     method of allocation which does not take account of the
     equitable considerations referred to above in this
     subsection (d).  The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages
     or liabilities (or actions in respect thereof) referred to
     above in this subsection (d) shall be deemed to include any
     legal or other expenses reasonably incurred by such
     indemnified party in connection with investigating or
     defending any such action or claim.  Notwithstanding the
     provisions of this subsection (d), no Underwriter shall be
     required to contribute any amount in excess of the amount by
     which the total price at which the applicable Designated
     Shares underwritten by it and distributed to the public were
     offered to the public exceeds the amount of any damages
     which such Underwriter has otherwise been required to pay by
     reason of such untrue or alleged untrue statement or
     omission or alleged omission.  No person guilty of
     fraudulent misrepresentation (within the meaning of Section
     11(f) of the Act) shall be entitled to contribution from any
     person who was not guilty of such fraudulent
     misrepresentation.  The obligations of the Underwriters of
     Designated Shares in this subsection (d) to contribute are
     several in proportion to their respective underwriting
     obligations with respect to such Shares and not joint.

          (e)  The obligations of the Company under this Section
     8 shall be in addition to any liability which the Company
     may otherwise have and shall extend, upon the same terms and
     conditions, to each person, if any, who controls any
     Underwriter within the meaning of the Act; and the
     obligations of the Underwriters under this Section 8 shall
     be in addition to any liability which the respective
     Underwriters may otherwise have and shall extend, upon the
     same terms and conditions, to each officer and director of
     the Company and to each person, if any, who controls the
     Company within the meaning of the Act.

          9.  (a)  If any Underwriter shall default in its
     obligation to purchase the Firm Shares or Optional Shares
     which it has agreed to purchase under the Pricing Agreement
     relating to such Shares, the Representatives may in their
     discretion arrange for themselves or another party or other
     parties to purchase such Shares on the terms contained
     herein.  If within thirty-six hours after such default by
     any Underwriter the Representatives do not arrange for the
     purchase of such Firm Shares or Optional Shares, as the case
     may be, then the Company shall be entitled to a further
     period of thirty-six hours within which to procure another
     party or other parties satisfactory to the Representatives
     to purchase such Shares on such terms.  In the event that,
     within the respective prescribed period, the Representatives
     notify the Company that they have so arranged for the
     purchase of such Shares, or the Company notifies the
     Representatives that it has so arranged for the purchase of
     such Shares, the Representatives or the Company shall have
     the right to postpone a Time of Delivery for such Shares for
     a period of not more than seven days, in order to effect
     whatever changes may thereby be made necessary in the
     Registration Statement or the Prospectus as amended or
     supplemented, or in any other documents or arrangements, and
     the Company agrees to file promptly any amendments or
     supplements to the Registration Statement or the Prospectus
     which in the opinion of the Representatives may thereby be
     made necessary.  The term "Underwriter" as used in this
     Agreement shall include any person substituted under this
     Section with like effect as if such person had originally
     been a party to the Pricing Agreement with respect to such
     Designated Shares.

          (b)  If, after giving effect to any arrangements for
     the purchase of the Firm Shares or Optional Shares, as the
     case may be, of a defaulting Underwriter or Underwriters by
     the Representatives and the Company as provided in
     subsection (a) above, the aggregate number of such Shares
     which remains unpurchased does not exceed one-eleventh of
     the aggregate number of the Firm Shares or Optional Shares,
     as the case may be, to be purchased at the respective Time
     of Delivery, then the Company shall have the right to
     require each non-defaulting Underwriter to purchase the
     number of Firm Shares or Optional Shares, as the case may
     be, which such Underwriter agreed to purchase under the
     Pricing Agreement relating to such Designated Shares and, in
     addition, to require each non-defaulting Underwriter to
     purchase its pro rata share (based on the number of Firm
     Shares or Optional Shares, as the case may be, which such
     Underwriter agreed to purchase under such Pricing Agreement)
     of the Firm Shares or Optional Shares, as the case may be,
     of such defaulting Underwriter or Underwriters for which
     such arrangements have not been made; but nothing herein
     shall relieve a defaulting Underwriter from liability for
     its default.

          (c)  If, after giving effect to any arrangements for
     the purchase of the Firm Shares or Optional Shares, as the
     case may be, of a defaulting Underwriter or Underwriters by
     the Representatives and the Company as provided in
     subsection (a) above, the aggregate number of Firm Shares or
     Optional Shares, as the case may be, which remains
     unpurchased exceeds one-eleventh of the aggregate number of
     the Firm Shares or Optional Shares, as the case may be, to
     be purchased at the respective Time of Delivery, as referred
     to in subsection (b) above, or if the Company shall not
     exercise the right described in subsection (b) above to
     require non-defaulting Underwriters to purchase Firm Shares
     or Optional Shares, as the case may be, of a defaulting
     Underwriter or Underwriters, then the Pricing Agreement
     relating to such Firm Shares or the Over-allotment Option
     relating to such Optional Shares, as the case may be, shall
     thereupon terminate, without liability on the part of any
     non-defaulting Underwriter or the Company, except for the
     expenses to be borne by the Company and the Underwriters as
     provided in Section 6 hereof and the indemnity and
     contribution agreements in Section 8 hereof; but nothing
     herein shall relieve a defaulting Underwriter from liability
     for its default.

     10.  The respective indemnities, agreements,
representations, warranties and other statements of the Company
and the several Underwriters, as set forth in this Agreement or
made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person
of any Underwriter, or the Company, or any officer or director or
controlling person of the Company, and shall survive delivery of
and payment for the Shares.

     11.  If any Pricing Agreement or Over-allotment Option shall
be terminated pursuant to Section 9 hereof, the Company shall not
then be under any liability to any Underwriter with respect to
the Firm Shares or Optional Shares with respect to which such
Pricing Agreement shall have been terminated except as provided
in Sections 6 and 8 hereof; but, if for any other reason,
Designated Shares are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the
Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and
delivery of such Designated Shares, but the Company shall then be
under no further liability to any Underwriter with respect to
such Designated Shares except as provided in Sections 6 and 8
hereof.

     12.  In all dealings hereunder, the Representatives of the
Underwriters of Designated Shares shall act on behalf of each of
such Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by such Representatives
jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

     All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be
delivered or sent by mail, telex or facsimile transmission to the
address of the Representatives as set forth in the Pricing
Agreement; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the
Company set forth in the Registration Statement, Attention: Chief
Financial Officer; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter
at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be
supplied to the Company by the Representatives upon request.  Any
such statements, requests, notices or agreements shall take
effect upon receipt thereof.

     13.  This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the
Underwriters, the Company and, to the extent provided in Sections
8 and 10 hereof, the officers and directors of the Company and
each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Pricing
Agreement.  No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

     14.  Time shall be of the essence of each Pricing Agreement.
As used herein, the term "business day" shall mean any day when
the Commission's office in Washington, D.C. is open for business.

     15.  This Agreement and each Pricing Agreement shall be
governed by and construed in accordance with the laws of the
State of New York.

     16.  This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto and thereto in
any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together
constitute one and the same instrument.

                              Very truly yours,

                              MBNA Corporation

                              By: ______________________
                                     Name:
                                     Title:

                                                        ANNEX I

                       Pricing Agreement

[Names and Addresses
     of Representatives]

                                                           [Date]

Ladies and Gentlemen:

     MNBA Corporation, a Maryland corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated August 14, 2000, relating to
the Company's Common Stock, $0.01 Par Value Per Share (the
"Underwriting Agreement"), which is attached hereto and
incorporated herein by reference, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares"
[consisting of Firm Shares and any Optional Shares the
Underwriters may elect to purchase]).  Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in
full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement, except that each representation
and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or
warranty as of the date of the Underwriting Agreement in relation
to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing
Agreement.  Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you.  Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.  The Representatives designated
to act on behalf of the Representatives and on behalf of each of
the Underwriters of the Designated Shares pursuant to Section 12
of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth in
Schedule II hereto.

     An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
Shares, in the form heretofore delivered to you is now proposed
to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference,
[(a)] the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and
not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in
Schedule II hereto, the number of Firm Shares set forth opposite
the name of such Underwriter in Schedule I hereto [and, (b) in
the event and to the extent that the Underwriters shall exercise
the election to purchase Optional Shares, as provided below, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company at the purchase price to the
Underwriters set forth in Schedule II hereto that portion of the
number of Optional Shares as to which such election shall have
been exercised].

     [The Company hereby grants to each of the Underwriters the
right to purchase at their election up to the number of Optional
Shares set forth opposite the name of such Underwriter in
Schedule I hereto on the terms referred to in the paragraph above
for the sole purpose of covering over-allotments in the sale of
the Firm Shares.  Any such election to purchase Optional Shares
may be exercised by written notice from the Representatives to
the Company given within a period of 30 calendar days after the
date of this Pricing Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which
such Optional Shares are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of
Delivery or, unless the Representatives and the Company otherwise
agree in writing, no earlier than two or later than ten business
days after the date of such notice.]

     If the foregoing is in accordance with your understanding,
please sign and return to us [one for the Company and one for
each of the Representatives plus one for each counsel]
counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company.  It
is understood that your acceptance of this letter on behalf of
each of the Underwriters is or will be pursuant to the authority
set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives
as to the authority of the signers thereof.

                              Very truly yours,

                              MBNA CORPORATION

                              By: ____________________
                                     Name:
                                     Title:

Accepted as of the date hereof:

By: _______________________________

                            SCHEDULE I

                                  Number of Firm      Maximum
                                   Shares to be      Number of
                                     Purchased       Optional
                                                    Shares to
                                                    be Purchased

[Representation]

[Other Underwriters]

      Total

                                  SCHEDULE II

Title of Designated Shares:
     Common stock, $.01 par value per share

Number of Designated Shares:

Number of Firm Shares:

Maximum Number of Optional Shares:

Initial Offering Price to Public:
     [$_____ per Share] [Formula]

Purchase Price by Underwriters:
     [$_____ per Share] [Formula]

[Commission Payable to Underwriters:
     $_____ per Share in [specify same form of funds as in
Specified Funds below]]

Form of Designated Shares:
     Definitive form, to be made available for checking [and
     packaging] at least twenty-four hours prior to the Time of
     Delivery at the office of [The Depository Trust Company or
     its designated custodian] [the Representatives]

Specified Funds for Payment of Purchase Price:
     Federal (same-day) funds

[Describe any blackout provisions with respect to the Designated
Shares]

Time of Delivery:
     _____ a.m. (New York City time), [specify date]

Closing Location:

Names and Addresses of Representatives:

Designated Representatives:

Address for Notices, etc.:

[Other Terms]
                                                      ANNEX II

     Pursuant to Section 7(e) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the
effect that:

          (i)  They are independent certified public accountants
     with respect to the Company and its subsidiaries within the
     meaning of the Act and the applicable published rules and
     regulations thereunder;

          (ii)  In their opinion, the financial statements and
     any supplementary financial information and schedules
     audited (and, if applicable, prospective financial
     statements and/or pro forma financial information examined)
     by them and included or incorporated by reference in the
     Registration Statement or the Prospectus comply as to form
     in all material respects with the applicable accounting
     requirements of the Act or the Exchange Act, as applicable,
     and the related published rules and regulations thereunder;
     and, if applicable, they have made a review in accordance
     with standards established by the American Institute of
     Certified Public Accountants of the consolidated interim
     financial statements, selected financial data, pro forma
     financial statements derived from audited financial
     statements of the Company for the periods specified in such
     letter, as indicated in their reports thereon, copies of
     which have been [separately] furnished to the
     representatives of the Underwriters (the "Representatives")
     [and are attached hereto];

          (iii)  They have made a review in accordance with
     standards established by the American Institute of Certified
     Public Accountants of the unaudited condensed consolidated
     statements of income, consolidated balance sheets and
     consolidated statements of cash flows included in the
     Prospectus and/or included in the Company's quarterly
     reports on Form 10-Q incorporated by reference into the
     Prospectus as indicated in their reports thereon copies of
     which [have been separately furnished to the
     Representatives] [are attached hereto]; and on the basis of
     specified procedures including inquiries of officials of the
     Company who have responsibility for financial and accounting
     matters regarding whether the unaudited condensed
     consolidated financial statements referred to in paragraph
     (vi)(A)(i) below comply as to form in all material respects
     with the applicable accounting requirements of the Act and
     the Exchange Act and the related published rules and
     regulations, nothing came to their attention that caused
     them to believe that the unaudited condensed consolidated
     financial statements do not comply as to form in all
     material respects with the applicable accounting
     requirements of the Act and the Exchange Act and the related
     published rules and regulations;

          (iv)  The unaudited selected financial information with
     respect to the consolidated results of operations and
     financial position of the Company for the five most recent
     fiscal years included in the Prospectus and included or
     incorporated by reference in Item 6 of the Company's Annual
     Report on Form 10-K for the most recent fiscal year agrees
     with the corresponding amounts (after restatement where
     applicable) in the audited consolidated financial statements
     for such five fiscal years which were included or
     incorporated by reference in the Company's Annual Reports on
     Form 10-K for such fiscal years;

          (v)  They have compared the information in the
     Prospectus under selected captions with the disclosure
     requirements of Regulation S-K and on the basis of limited
     procedures specified in such letter nothing came to their
     attention as a result of the foregoing procedures that
     caused them to believe that this information does not
     conform in all material respects with the disclosure
     requirements of items 301, 302, 402 and 503(d),
     respectively, of Regulation S-K;

          (vi)  On the basis of limited procedures, not
     constituting an audit in accordance with generally accepted
     auditing standards, consisting of a reading of the unaudited
     financial statements and other information referred to
     below, a reading of the latest available interim financial
     statements of the Company and its subsidiaries, inspection
     of the minute books of the Company and its subsidiaries
     since the date of the latest audited financial statements
     included or incorporated by reference in the Prospectus,
     inquiries of officials of the Company and its subsidiaries
     responsible for financial and accounting matters and such
     other inquiries and procedures as may be specified in such
     letter, nothing came to their attention that caused them to
     believe that:

               (A)  the unaudited condensed consolidated
          statements of income, consolidated balance sheets
          and consolidated statements of cash flows included
          in the Prospectus and/or included or incorporated
          by reference in the Company's Quarterly Reports on
          Form 10-Q incorporated by reference in the
          Prospectus do not comply as to form in all
          material respects with the applicable accounting
          requirements of the Exchange Act and the related
          published rules and regulations thereunder or are
          not in conformity with generally accepted
          accounting principles applied on a basis
          substantially consistent with the basis for the
          audited consolidated statements of income,
          consolidated balance sheets and consolidated
          statements of cash flows included in the
          Prospectus or included or incorporated by
          reference in the Company's Annual Report on Form
          10-K for the most recent fiscal year;

               (B)  any other unaudited income statement
          data and balance sheet items included in the
          Prospectus do not agree with the corresponding
          items in the unaudited consolidated financial
          statements from which such data and items were
          derived, and any such unaudited data and items
          were not determined on a basis substantially
          consistent with the basis for the corresponding
          amounts in the audited consolidated financial
          statements included or incorporated by reference
          in the Company's Annual Report on Form 10-K for
          the most recent fiscal year;

               (C)  the unaudited financial statements which
          were not included in the Prospectus but from which
          were derived the unaudited condensed financial
          statements referred to in clause (A) and any
          unaudited income statement data and balance sheet
          items included in the Prospectus and referred to
          in Clause (B) were not determined on a basis
          substantially consistent with the basis for the
          audited financial statements included or
          incorporated by reference in the Company's Annual
          Report on Form 10-K for the most recent fiscal
          year;

               (D)  any unaudited pro forma consolidated
          condensed financial statements included or
          incorporated by reference in the Prospectus do not
          comply as to form in all material respects with
          the applicable accounting requirements of the Act
          and the published rules and regulations thereunder
          or the pro forma adjustments have not been
          properly applied to the historical amounts in the
          compilation of those statements;

               (E)  as of a specified date not more than
          five days prior to the date of such letter, there
          have been any changes in the consolidated capital
          stock (other than issuances of capital stock upon
          exercise of options which were outstanding on the
          date of the latest balance sheet included or
          incorporated by reference in the Prospectus) or
          any increase in the consolidated long-term debt of
          the Company and its subsidiaries, or any decreases
          in consolidated net current assets or net assets
          or other items reasonably specified by the
          Representatives, or any increases in any items
          specified by the Representatives, in each case as
          compared with amounts shown in the latest balance
          sheet included or incorporated by reference in the
          Prospectus, except in each case for changes,
          increases or decreases which the Prospectus
          discloses have occurred or may occur or which are
          described in such letter; and

               (F)  for the period from the date of the
          latest financial statements included or
          incorporated by reference in the Prospectus to the
          specified date referred to in Clause (E) there
          were any decreases in consolidated net revenues or
          operating profit or the total or per share amounts
          of consolidated net income or other items
          reasonably specified by the Representatives, or
          any increases in any items reasonably specified by
          the Representatives, in each case as compared with
          the comparable period of the preceding year and
          with any other period of corresponding length
          specified by the Representatives, except in each
          case for increases or decreases which the
          Prospectus discloses have occurred or may occur or
          which are described in such letter; and

          (vii)  In addition to the audit referred to in their
     report(s) included or incorporated by reference in the
     Prospectus and the limited procedures, inspection of minute
     books, inquiries and other procedures referred to in
     paragraphs (iii) and (vi) above, they have carried out
     certain specified procedures, not constituting an audit in
     accordance with generally accepted auditing standards, with
     respect to certain amounts, percentages and financial
     information specified by the Representatives which are
     derived from the general accounting records of the Company
     and its subsidiaries, which appear in the Prospectus
     (excluding documents incorporated by reference), or in Part
     II of, or in exhibits and schedules to, the Registration
     Statement specified by the Representatives or in documents
     incorporated by reference in the Prospectus specified by the
     Representatives, and have compared certain of such amounts,
     percentages and financial information with the accounting
     records of the Company and its subsidiaries and have found
     them to be in agreement.

     All references in this Annex II to the Prospectus shall be
deemed to refer to the Prospectus (including the documents
incorporated by reference therein) as defined in the Underwriting
Agreement as of the date of the letter delivered on the date of
the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable
Designated Shares for purposes of the letter delivered at the
Time of Delivery for such Designated Shares.

Pricing Agreement

Goldman, Sachs & Co.
125 Broad Street
New York, New York 10004

                                                August 14, 2000

Ladies and Gentlemen:

     MBNA Corporation, a Maryland corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated August 14, 2000, relating to
the Company's Common Stock, $0.01 Par Value Per Share (the
"Underwriting Agreement"), which is attached hereto and
incorporated herein by reference, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares").
Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein; and each of
the representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which
refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to
the Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing
Agreement.  Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you.  Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.  The Representatives designated
to act on behalf of the Representatives and on behalf of each of
the Underwriters of the Designated Shares pursuant to Section 12
of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth in
Schedule II hereto.

     An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
Shares, in the form heretofore delivered to you is now proposed
to be filed with the Commission.
     Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II
hereto, the number of Firm Shares set forth opposite the name of
such Underwriter in Schedule I hereto.

     If the foregoing is in accordance with your understanding,
please sign and return to us four (4) counterparts hereof, and
upon acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein
by reference, shall constitute a binding agreement between each
of the Underwriters and the Company.  It is understood that your
acceptance of this letter on behalf of each of the Underwriters
is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be
submitted to the Company for examination, upon request, but
without warranty on the part of the Representatives as to the
authority of the signers thereof.

                              Very truly yours,

                              MBNA CORPORATION

                              By: /s/  M. Scot Kaufman
                                  ---------------------------
                              Name:  M. Scot Kaufman
                              Title: Senior Executive Vice
                                        President

Accepted as of the date hereof:

_______________________________
     (Goldman, Sachs & Co.)

                             SCHEDULE I

                                 Number of Firm     Maximum
                                 Shares to be       Optional
                                   Purchased        Shares
                                                     to be
                                                       Purchased

Goldman, Sachs & Co.              50,000,000          N/A

      Total                       50,000,000          N/A

                            SCHEDULE II

Title of Designated Shares:
     Common stock, $.01 par value per share

Number of Designated Shares:
     50,000,000

Number of Firm Shares:
     50,000,000

Maximum Number of Optional Shares:
     N/A

Purchase Price by Underwriters:
     $32.00 per Share

Form of Designated Shares:
     Definitive form, to be made available for checking at least twenty-four
     hours prior to the Time of Delivery at the office of The Depository Trust
     Company or its designated custodian

Specified Funds for Payment of Purchase Price:
     Wire transfer in immediately available funds

Describe any blackout provisions with respect to the Designated Shares
     During the period beginning from the date of this Pricing Agreement and
     continuing to and including the date 90 days after the date of the
     Prospectus Supplement, the Company agrees not to offer, sell, contract to
     sell or otherwise dispose of, except as provided hereunder, any securities
     of the Company that are substantially similar to the Designated Shares,
     including but not limited to any securities that are convertible into or
     exchangeable for, or that represent the right to receive, common stock or
     any such substantially similar securities (other than pursuant to employee
     stock option plans existing on, or upon the conversion of convertible or
     exchangeable securities outstanding as of, the date of the Pricing
     Agreement for such Designated Shares) without the prior written consent of
     the Representatives.

Time of Delivery:
     9:00 a.m. (New York City time), August 18, 2000

Closing Location:
     Sullivan & Cromwell
     125 Broad Street
     New York, New York 10004

Names and Addresses of Representatives:
     Goldman, Sachs & Co.
     85 Broad Street
     New York, New York 10004

Designated Representatives:
     Goldman, Sachs & Co.
     85 Broad Street
     New York, New York 10004

Address for Notices, etc.:
     Goldman, Sachs & Co.
     32 Old Slip
     New York, New York 10005
     Attention: Registration Department

SIGNATURE

     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.

                                                        MBNA CORPORATION

Date:  August 14, 2000                      By: /s/   Vernon H. C. Wright
                                                -------------------------------
                                                      Vernon H. C. Wright
                                                    Executive Vice President
                                                  and Chief Corporate Finance
                                                            Officer