Item 1.01. Entry into a Material Definitive Agreement
Effective January 29, 2009, the directors, executive officers and treasurer of the Student Loan Corporation (the Company) entered into individual indemnity agreements with the Company. The indemnity agreements are intended to provide further assurance that the indemnity protection provided in the Company's By-Laws for events occurring during the tenure of a director or officer of the Corporation will be honored, notwithstanding a change to the Company's By-Laws with respect to indemnity protection subsequent to such tenure.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On January 29, 2009, The Student Loan Corporation's Board of Directors approved an amendment to the Company's By-Laws, which became effective as of such date. The amendment modifies Section 1.07 by changing the Company's voting standard in an uncontested election from a plurality voting standard to a majority voting standard, and also provides a procedure to be followed when an incumbent director in an uncontested election is not elected by a majority vote.

A copy of the By-Laws Of The Student Loan Corporation (as amended through January 29, 2009) is being filed as an exhibit to this Form 8-K and is incorporated herein by reference in its entirety.