Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 6, 2009, SLM Corporation ("SLM") entered into an agreement with Goldman Sachs International ("GSI") pursuant to which GSI agreed to provide SLM a 12.5 year, $1.5 billion asset-backed securities based total return swap facility (the "Facility") with a 10.5 year weighted average life. The Facility will finance Sallie Mae AAA private credit asset backed securities ("ABS").

The aggregate amount financed at any one time will not exceed $1.5 billion until July 25, 2017, after which it will amortize quarterly until maturity on July 25, 2021. The Facility is documented under the terms of a 1992 ISDA Master Agreement between SLM and GSI, including a Schedule and Confirmation thereto. The ABS under the Facility will be marked-to-market. To the extent that the value of the ABS differs from the amount then funded, SLM or GSI will be required to post or release collateral.

The effective cost of financing provided under the Facility will be 3-month LIBOR plus an annual facility fee of 5.75%. In the event SLM exercises its right to terminate the Facility early, there is a make-whole provision equal to the discounted present value of the facility fee for the remaining term of the Facility. There are no up-front commitment, underwriting or structuring fees payable by SLM to GSI or any of its affiliates on the Facility.

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