Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its meeting on January 29, 2009, the Compensation and Personnel Committee of the Board of Directors (the "Compensation Committee") of SLM Corporation (the "Corporation") set the performance vesting schedule for performance stock and options to acquire the Corporation's common stock granted to executive management in 2009 as follows: one-third of the performance stock and options will vest upon the later of the first anniversary of the grant date and the date that the Corporation announces its 2009 fiscal year results, based on the extent to which the "core earnings" net income target established under the 2009 business plan is achieved; one-third of the performance stock and options will vest upon the later of the second anniversary of the grant date and the date that the Corporation announces its 2010 fiscal year results, based on the extent to which the "core earnings" net income target established under the 2010 business plan is achieved; and one-third of the performance stock and options will vest upon the later of the third anniversary of the grant date and the date that the Corporation announces its 2011 fiscal year results, based on the extent to which the "core earnings" net income target established under the 2011 business plan is achieved. After each annual determination of the level of achievement of the "core earnings" net income target and the extent of vesting of each one-third of performance stock and options, any remaining unvested performance stock and options of the one-third of the performance stock and options eligible for vesting in that year will be forfeited and cancelled.

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