MBNA CORPORATION 1997 LONG TERM INCENTIVE PLAN (as amended effective April 24, 2000 and restated, as adjusted for July 2002 stock split and as further amended effective April 15, 2005 and restated)

Exhibit 10(nn)

MBNA CORPORATION

1997 LONG TERM INCENTIVE PLAN

(as amended effective April 24, 2000 and restated, as adjusted for July 2002 stock split

and as further amended effective April 15, 2005 and restated)

MBNA Corporation (the “Corporation”) hereby establishes the 1997 LONG TERM INCENTIVE PLAN (the “Plan”). The Plan permits the grant of stock options and restricted share awards for shares of the Corporation’s Common Stock (“Common Stock”).

The Plan shall be administered by the Board of Directors of the Corporation or a committee (“Committee”) of the Board of Directors. All references herein to “Committee” shall mean the Board of Directors if no committee of the Board of Directors is appointed or otherwise authorized to act on a particular matter. The Committee shall have all power and authority necessary to administer the Plan, including but not limited to the power to select persons to participate in the Plan, determine the terms of grants made under the Plan, interpret the Plan and adopt such policies for carrying out the Plan as it may deem appropriate. The decisions of the Committee on all matters relating to the Plan shall be conclusive.

(a) Shares of Common Stock may be issued by the Corporation pursuant to incentive or nonqualified stock options or restricted share awards granted under the Plan.

(b) On any given date, the maximum number of shares of Common Stock with respect to which option and restricted share awards may be made pursuant to the Plan shall be equal to the number of shares of Common Stock which, when added to the number of shares of Common Stock subject to outstanding option and restricted share awards immediately prior to the grant, equals 10% of “fully diluted shares outstanding” immediately after the grant. “Fully diluted shares outstanding” for purposes of the Plan shall mean all issued and outstanding shares of Common Stock, including restricted shares, and shares of Common Stock subject to all outstanding options. If the Corporation has outstanding securities convertible into or exercisable for shares of Common Stock, the shares of Common Stock into which the securities may be converted or for which the securities may be exercised shall also be included in “fully diluted shares outstanding.”

(c) In addition to the limitation in Section 3(b), the maximum number of restricted shares which may be granted in any calendar year beginning in 1999 is 3,000,000.

(d) For purposes of the formula and limitation in Sections 3(b) and 3(c), restricted shares shall not include restricted shares issued in lieu of payment of cash bonuses under the Corporation’s Senior Executive Performance Plan or other annual bonus plans.

(e) In addition to the limitation in Section 3(b), the maximum number of shares of Common Stock with respect to which incentive stock options may be granted from April 26, 1999 through the remaining term of the Plan is 15,000,000.

(f) The maximum number of shares of Common Stock with respect to which options may be granted pursuant to the Plan in any calendar year to any one participant is 3,375,000.

(g) In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, share exchange, consolidation, substantial distribution of assets, or any other change in the corporate structure or shares of the Corporation, the maximum numbers of shares provided in Sections 3(b), 3(c), 3(e) and 3(f), but not Section 5(e), and the kinds of shares under the Plan shall be appropriately adjusted.