THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

MBNA Corporation (Retired) (KRB.X)

3/15/2005 Proxy Information

Mr. Civiletti is the Chairman and a partner of Venable LLP, a law firm that provides legal services to the Corporation. Mr. CivilettiÕs compensation from Venable is a fixed amount unrelated to any legal fees paid by any company and is not determined or affected, directly or indirectly, by any legal fees we paid to Venable. The total amount of legal fees we paid to Venable in 2004 was approximately 1.2% of VenableÕs gross revenues for 2004. Mr. CivilettiÕs son, Andrew Civiletti, works full-time in a non-executive capacity as an attorney in our law department. Mr. Civiletti stated to the Board his belief that the relationships described above do not affect his independence.

Mr. BerickÕs son, Daniel Berick, is a partner at Squire, Sanders & Dempsey L.L.P., a law firm that provides legal services to the Corporation and to the Lerner family and Lerner business interests. Daniel Berick generally is not involved personally with the legal services to the Corporation but is with the legal services to the Lerners. The total amount of legal fees paid by the Corporation and the Lerner family and Lerner business interests in 2004 was approximately 0.4% of Squire, Sanders & DempseyÕs gross revenues for 2004. Mr. Berick has had a long-standing relationship with Al Lerner, our former Chairman and Chief Executive Officer who died in 2002, and his family, including acting as the familyÕs attorney. Mr. Berick retired as an attorney in 2002, but continues to provide advice to the Lerner family, including advice to Randolph Lerner with respect to the estate of Al Lerner and other matters. Mr. Berick is not compensated for such advice. Mr. Berick stated to the Board his belief that the relationships described above do not affect his independence.

In 1999, the Board approved a 10-year marketing agreement with the Cleveland Browns football team, then owned by Al Lerner and now owned by Randolph Lerner, our Chairman. In 2004, we paid the Cleveland Browns approximately $3,150,000 for marketing rights. We believe that the terms of our marketing agreement with the Browns are fair to us. We also have a 5-year lease for one club suite in the Cleveland Browns stadium, with payments in 2004 of approximately $89,000, a 10-year lease for one club suite with payments in 2004 of approximately $261,000, and a 10-year contract for club seats with payments in 2004 of approximately $48,000. In 2004, we also sponsored an event celebrating the 40th anniversary of the 1964 champion Cleveland Browns team, paying the Browns approximately $150,000 in exchange for marketing and branding opportunities at the event. We also paid the Browns approximately $225,000 for certain marketing activities by the Cleveland Browns to open credit card accounts under an arrangement with the National Football League.

In December 2003, as disclosed in the 2004 Proxy Statement, we entered into an aircraft services agreement with the Cleveland Browns whereby the Corporation agreed to provide pilots, maintenance tracking and scheduling services and other services for an aircraft purchased by the Cleveland Browns. By the mutual agreement of both parties, we did not perform maintenance tracking services in 2004. We provided pilot services under the agreement through July 2004, at which time the pilots became employees of the Cleveland Browns. The Cleveland Browns paid the Corporation approximately $239,000 for pilot salary expenses in 2004, which includes the pilotsÕ base salary, the cost to us for fringe benefits and bonuses for the pilots in accordance with our standard policies, and any applicable employment taxes pertaining to the pilots which are not deducted from the pilotsÕ compensation. By mutual agreement of the parties, the aircraft services agreement was terminated effective August 2004.

In December 2003, we also entered into an aircraft time sharing agreement with the Cleveland Browns. The agreement, which provides that both the Corporation and the Browns may lease aircraft to the other party on a time sharing basis, serves two primary purposes. First, it increases the availability of replacement aircraft for the Browns in the event its aircraft is unavailable for use. Second, it provides a mechanism whereby we can lease the BrownsÕ aircraft (and pay for the expenses of such flight) when Mr. Lerner travels in the BrownsÕ aircraft to conduct business on behalf of the Corporation. The agreement was structured as a time sharing agreement to ensure compliance with federal aviation regulations. Under the agreement, the party leasing an aircraft pays to the other party, pursuant to federal aviation regulations, the expenses incurred in the operation of each flight, including fuel, travel expenses of the crew, landing fees, customs fees and other items. The leasing party also pays to the other party, pursuant to federal aviation regulations, an additional charge equal to 100% of the fuel expenses incurred in the operation of each flight. The Cleveland Browns paid us approximately $98,000 and we paid the Cleveland Browns approximately $47,000 under the time sharing agreement for aircraft use in 2004. The time sharing agreement was renewed effective December 2004 and may be terminated by either party upon 60 days written notice. We believe that the terms of the agreement are fair to us.

Agreement with Norma Lerner

In consideration of Al LernerÕs long service to and outstanding leadership of the Corporation, in November 2002, the Compensation Committee approved an agreement to provide to Mrs. Norma Lerner, the widow of Al Lerner, mother of Randolph Lerner (our Chairman) and a former director of the Corporation, a furnished office and appropriate administrative support, continuation of medical benefits, and continued security services for her and her family on the same basis as provided prior to Mr. LernerÕs death. The agreement will continue in effect for Mrs. LernerÕs life. The security services include use of corporate aircraft for business and personal travel. The agreement provides that Mrs. Lerner must reimburse us for the amount of corporate aircraft use for personal travel attributed to her and her family in excess of $250,000 annually. Mrs. Lerner has chosen to continue the practice followed by Al Lerner of reimbursing us for all incremental cost of personal use of corporate aircraft, which in 2004 totaled approximately $186,000. Mrs. Lerner also chose to reimburse us for all incremental cost of her personal assistants, security monitoring services and use of corporate automobiles in 2004, which totaled approximately $971,000. The incremental cost to us for all other services provided to Mrs. Lerner in 2004, which was limited to the cost of people providing security protection services and the cost of medical benefits, was approximately $256,000. In December 2004, Mrs. Lerner voluntarily reduced the level of administrative support provided by the Corporation.

Mrs. Lerner also receives an annual pension benefit of $55,425 based on Al LernerÕs service to the Corporation prior to his death. See ŌRetirement PlansĶ beginning on page 23 of this Proxy Statement for a description of the CorporationÕs pension plan.

Relatives of Directors and Executive Officers Employed by the Corporation

We encourage employees at all levels to refer people they know, including relatives, for employment at the Corporation. We describe our employment relationships during 2004 with immediate family members of directors and executive officers below. In 2004 the Board approved a policy prohibiting the hiring of immediate family members of directors and senior management without the prior approval of the chairman of the Governance Committee and, if so directed by the chairman of the Governance Committee, the approval of the full Governance Committee. Management reports annually to the Governance Committee on existing employment relationships.

An Ōimmediate family memberĶ includes a spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, and brother or sister-in-law. The list includes only those employees with annual compensation exceeding $60,000. We have indicated the director or executive officer to whom the employee is related (all of the relationships are with executive officers, except one as noted). The amounts indicated include 2004 salary and bonus.

Robert Bacchieri, brother of Gregg Bacchieri, $154,224; Barbara Bramble, daughter-in-law of Frank P. Bramble, Sr., $76,408; Frank P. Bramble, Jr., son of Mr. Bramble, $219,462; Charles M. Cawley (retiring August 2005), former Chief Executive Officer of the Corporation and father-in-law of Michael G. Rhodes, $2,500,000; Andrew Civiletti, son of Benjamin R. Civiletti, a director of the Corporation, $239,951; James Cochran, brother of John R. Cochran III, $369,776; Lisa Cochran, sister-in-law of Mr. Cochran, $174,974; Michael Cochran, brother of Mr. Cochran, $293,475; Phil Davis, brother-in-law of Mr. Cochran, $148,812; Alfred Manganiello, brother-in-law of Mr. Cochran, $91,994; Michael Riley, brother-in-law of Mr. Cochran, $102,654; Douglas Meckelnburg, brother-in-law of Richard K. Struthers, $83,015 (hired in June 2004); William H. Daiger III, brother-in-law of Lance L. Weaver, $474,231; Drew Weaver, brother of Mr. Weaver, $63,428; Todd Weaver, brother of Mr. Weaver, $951,921 (Mr. Todd Weaver is a Senior Executive Vice President of the Bank in charge of its Western Regional Office); and Harper Wright, brother of Vernon H.C. Wright, $149,332.

Other Transactions

The CorporationÕs directors, executive officers, certain members of their immediate families and certain affiliated companies hold credit cards or other lines of credit issued by us in the ordinary course of business, on the same terms prevailing at the time for those issued to other persons.

3/15/2004 Proxy Information

In assessing Mr. BerickÕs independence, the Board specifically considered that Mr. BerickÕs son, Daniel Berick, is a partner at Squire, Sanders & Dempsey L.L.P., a law firm that provides legal services to the Corporation and to the Lerner family and Lerner business interests, and that Daniel Berick generally is not involved personally with the legal services to the Corporation but is with the legal services to the Lerners. The Board also considered that the total amount of legal fees paid by the Corporation and the Lerner family and Lerner business interests in 2003 was below 1% of Squire, Sanders & DempseyÕs gross revenues for 2003. In assessing Mr. BerickÕs independence, the Board also specifically considered that Mr. Berick has had a long-standing relationship with Al Lerner, our former Chairman and Chief Executive Officer who died in October 2002, and his family, including acting as the familyÕs attorney, and that although he retired as an attorney in 2002, he continues to provide advice to the Lerner family, including advice to Randolph D. Lerner and Norma Lerner with respect to the estate of Al Lerner and other matters. The Board also considered the fact that Mr. Berick is not compensated for such advice. Mr. Berick stated to the Board his belief that the relationships described above do not affect his independence.

Mr. Civiletti is the Chairman and a partner of Venable LLP, a law firm that provides legal services to the Corporation. Mr. CivilettiÕs compensation from Venable is a fixed amount unrelated to any legal fees paid by any company and is not determined or affected, directly or indirectly, by any legal fees we paid to Venable. The total amount of legal fees we paid to Venable in 2004 was approximately 1.2% of VenableÕs gross revenues for 2004. Mr. CivilettiÕs son, Andrew Civiletti, works full-time in a non-executive capacity as an attorney in our law department. Mr. Civiletti stated to the Board his belief that the relationships described above do not affect his independence.

In 1999, the Board approved a 10-year marketing agreement with the Cleveland Browns football team, then owned by Al Lerner and now owned by Randolph D. Lerner, our Chairman. In 2003 we paid the Cleveland Browns approximately $3,100,000 for marketing rights. We believe that the terms of our marketing agreement with the Browns are fair to us. We also have a 5-year lease for one club suite in the Cleveland Browns stadium, with payments in 2003 of approximately $89,000, a 10-year lease for one club suite with payments in 2003 of approximately $257,000, and a 10-year contract for club seats with payments in 2003 of approximately $48,000.

In December 2003, we entered into an aircraft services agreement with the Cleveland Browns. The Browns purchased an aircraft in 2003 primarily for the use of Mr. Lerner but did not have the personnel or experience necessary to operate and maintain the aircraft in accordance with U.S. federal aviation regulations. We have experience in the operation and maintenance of executive aircraft. Pursuant to the agreement, we provide pilots, maintenance tracking and scheduling services and other services mutually agreed upon from time to time. For pilot services in the first year of the agreement (with such amount to be adjusted for future years, if any), the Browns will pay us the sum of (i) $300,000, which is an amount that we estimate will be equal to the base compensation of the two pilots for the first year of the agreement, plus (ii) the cost to us for fringe benefits and bonuses for the pilots in accordance with our standard policies, plus (iii) any applicable employment taxes pertaining to the pilots that are not deducted from the pilotsÕ compensation. The Browns will also pay $24,000 per year for maintenance tracking services, which is our estimate of the personnel time necessary for these services. In addition, the Browns will be responsible for expenses with respect to the use and maintenance of the aircraft and the relocation, positioning and administration of the pilots. In January 2004, we provided housing, moving and other benefits to two pilots in connection with their relocation to provide the services to the Browns under the agreement. These benefits totaled approximately $120,000 and will be reimbursed by the Browns. The agreement is for one year and automatically renews for successive 12-month periods unless either party provides 60-days written notice of its intention not to renew the agreement. It is our understanding that the Browns expect to operate and service the aircraft without our assistance beginning in December 2004. If the Browns remain on this timetable, the agreement will not be renewed in December 2004. We believe that the terms of the agreement are fair to us.

In December 2003, in conjunction with the aircraft services agreement, we also entered into an aircraft time sharing agreement with the Cleveland Browns. The agreement, which provides that both the Corporation and the Browns may lease aircraft to the other party on a time sharing basis, serves two primary purposes. First, it increases the availability of replacement aircraft for the Browns in the event its aircraft is not in service. Second, it provides a mechanism whereby we can lease the BrownsÕ aircraft (and pay for the expenses of such flight) when Mr. Lerner travels in the BrownsÕ aircraft to conduct business on behalf of the Corporation. The agreement was structured as a time sharing agreement to ensure compliance with federal aviation regulations. Under the agreement, the party leasing an aircraft will pay to the other party, pursuant to federal aviation regulations, the expenses incurred in the operation of each flight, including fuel, travel expenses of the crew, landing fees, customs fees and other items. The leasing party will also pay to the other party, pursuant to federal aviation regulations, an additional charge equal to 100% of the fuel expenses incurred in the operation of each flight. The time sharing agreement expires on December 9, 2004, but may be renewed upon the mutual agreement of the parties. We believe that the terms of the agreement are fair to us.

In August 2003, Mr. Lerner purchased an oil painting from the Corporation for $75,000. The painting had been in the office of his father and our former Chairman and Chief Executive Officer, Al Lerner, who passed away in October 2002. The painting had significant sentimental value to Mr. Lerner. The purchase price of the painting was based on an independent third party appraisal of the painting.

In August 2003, we issued 50,000,000 shares of common stock in a public offering for approximately $1,100,000,000, net of issuance costs. The shares were issued under our existing shelf registration statement. We used the proceeds to repurchase the same number of shares at the same price from the estate of Al Lerner, our former Chairman and Chief Executive Officer. The estate has the right to cause the sale of shares through a registration rights agreement entered into in 1991 at the time of our initial public offering. The issuance and repurchase were done to satisfy our obligation related to the sale of shares by the estate. The beneficiaries of the estate were: Randolph D. Lerner, the son of Al Lerner and our Chairman; Mrs. Norma Lerner, the widow of Al Lerner and a director of the Corporation; and Mrs. Nancy Beck, the daughter of Al Lerner.

In consideration of Al LernerÕs long service to and outstanding leadership of the Corporation, in November 2002, the Compensation Committee approved an agreement to provide to Mrs. Norma Lerner, the widow of Al Lerner and a director of the Corporation, a furnished office and appropriate administrative support, continuation of medical benefits, and continued security services for her and her family on the same basis as provided prior to Mr. LernerÕs death. The agreement will continue in effect for Mrs. LernerÕs life. The security services include use of corporate aircraft for business and personal travel. The agreement provides that Mrs. Lerner must reimburse us for the amount of corporate aircraft use for personal travel attributed to her and her family in excess of $250,000 annually. Mrs. Lerner has chosen to continue the practice followed by Al Lerner of reimbursing us for all incremental cost of personal use of corporate aircraft, which in 2003 totaled approximately $175,000. Mrs. Lerner also chose to reimburse us for all incremental cost of her personal assistant, security monitoring services and use of corporate automobiles in 2003, which totaled approximately $342,000. The incremental cost to us for all other services provided to Mrs. Lerner in 2003, which was limited to the cost of people providing security protection services, was approximately $277,000.

In February 2004, Mr. Lerner and Mrs. Lerner reimbursed us for our cost of security equipment installed at their residences primarily in 2003 under the CorporationÕs executive security program. The reimbursement amounts were $109,891 for Mr. Lerner and $918,563 for Mrs. Lerner.

Mr. Cawley reimbursed us $238,908 for the cost of a part-time personal assistant we provided to him in 2003 based on the pro rata portion of our cost for the personal assistantÕs salary, benefits and employment taxes.

Mr. Cawley reimbursed us $125,300 for the time spent by our employees for personal automobile maintenance and repair services and transporting automobiles for Mr. Cawley in 2003. The employees who provided these services are employed by us to service our vehicles. Mr. Cawley used a portion of their time and reimbursed us for the pro rata portion of our cost for salary, benefits and employment taxes for the employees.

Following his retirement as Chief Executive Officer, Mr. Cawley agreed to pay us $580,000 representing the net book value of security equipment installed at his residences under the CorporationÕs executive security program.

The CorporationÕs directors, executive officers, certain members of their immediate families and certain affiliated companies hold credit cards or other lines of credit issued by us in the ordinary course of business, on the same terms prevailing at the time for those issued to other persons.

William B. Milstead was employed by Ernst & Young LLP for 31 years as a certified public accountant and auditor, the last 19 years as a partner. He was the coordinating partner for the Corporation at the time of our initial public offering in 1991 and for two years thereafter. He has not provided accounting services to the Corporation since 1993.

3/28/2003 Proxy Information

In 1999 the Board of Directors approved a ten-year marketing agreement with the Cleveland Browns football team, then owned by Alfred Lerner and now owned by Randolph D. Lerner (son of Alfred Lerner). The Corporation pays the Cleveland Browns approximately $3,000,000 per year for marketing rights. The Corporation believes that the terms of its agreement with the Browns are fair to the Corporation. The Corporation also has a five-year lease for one club suite in the Cleveland Browns stadium, with payments in 2002 of approximately $86,000, a ten-year lease for one club suite with payments in 2002 of approximately $256,000, and a ten-year contract for club seats with payments in 2002 of approximately $54,000.

Mr. Cawley reimbursed the Corporation $94,000 for the time spent by employees of the Corporation for personal automobile maintenance and repair services and transporting automobiles for Mr. Cawley in 2002. The employees who provided these services are employed by the Corporation to service its vehicles. Mr. Cawley used a portion of their time and reimbursed the Corporation for the pro rata portion of the CorporationÕs cost for salary, benefits and employment taxes for the employees.

In consideration of Al LernerÕs long service to and outstanding leadership of the Corporation, in November 2002, the Compensation Committee approved an agreement to provide to Mrs. Norma Lerner, the widow of Al Lerner and a director of the Corporation, a furnished office and appropriate administrative support, continuation of medical benefits, and continued security services for her and her family on the same basis as provided prior to Mr. LernerÕs death. The agreement will continue in effect for Mrs. LernerÕs life. The security services will include use of corporate aircraft for business and personal travel. The agreement provides that Mrs. Lerner must reimburse the Corporation for the amount of corporate aircraft use for personal travel attributed to her and her family in excess of $250,000 annually. Mrs. Lerner has chosen to continue the practice followed by Al Lerner by reimbursing the Corporation for all incremental cost of personal use of corporate aircraft. For all other services in 2002 the incremental cost to the Corporation was approximately $32,000.

Mr. Berick retired on December 31, 2002 as a partner of Squire, Sanders & Dempsey L.L.P., the successor to Berick, Pearlman & Mills Co., L.P.A., of which Mr. Berick was Chairman. Mr. Civiletti is chairman of Venable, Baetjer and Howard, LLP. These law firms are among those that provided legal services to the Corporation during 2002.