Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2009, the Compensation and Personnel Committee (the "Committee")
of the Board of Directors of SLM Corporation amended the SLM Corporation Change
in Control Severance Plan for Senior Officers (the "Plan") to limit the "single
trigger vesting" event for equity awards. The amendment provides that upon a
change in control of the Corporation as defined in the Plan, outstanding,
unvested equity awards (the "Awards") vest immediately upon the consummation of
the change in control, regardless of termination of employment, only if the
surviving corporation does not adopt or assume the Awards. Prior to this
amendment, the Awards vested upon the consummation of a change in control of the
Corporation, without regard to termination of employment.
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