0000950133-04-000900 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AND RETIREMENT AGREEMENT
Employment and Retirement Agreement • March 15th, 2004 • Mbna Corp • National commercial banks • Delaware

This Amended and Restated Employment and Retirement Agreement (the “Agreement”) is dated as of December 12, 2003, by and between MBNA Corporation, a Maryland corporation with its head office in Wilmington, Delaware (together with its affiliates hereinafter the “Corporation”), and Charles M. Cawley (the “Executive”).

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Contract
Mbna Corp • March 15th, 2004 • National commercial banks

The following additional executive officers have entered into an Executive Non-Compete Agreement in the form attached as Exhibit 10 of Form 10-Q for the quarter ended September 30, 1999. The number of shares of restricted stock issued under Section 4 of the agreement is as follows.

Contract
Mbna Corp • March 15th, 2004 • National commercial banks

The following additional executive officers of MBNA Corporation have entered into a Change of Control Agreement identical to the agreement attached as Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2003, except that the multiplier in Section 6(d)(i)(B) is one and one-half times the sum indicated:

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