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

On May 4, 2009, Mr. Robert S. Autor, executive vice president, operations and technology, and the Corporation agreed that Mr. Autor will be leaving the Corporation on the terms and conditions set forth in a separation agreement (the "Agreement"). The material terms of the Agreement are as follows. Mr. Autor will receive a cash payment totaling $1,300,000 and a cash bonus of $100,000. For a 12 month period following the termination of his employment, Mr. Autor is eligible for the Corporation's outplacement services and executive physical programs. Mr. Autor is entitled to receive continuation of employer-provided medical benefits through November 30, 2010. In addition, Mr. Autor has agreed to continue his role in the Corporation's on-going loan servicing negotiations with the Department of Education and for other projects through June 30, 2010, for a total fee of $300,000.

Finally, under the terms of the Agreement, Mr. Autor will not compete with the Corporation or solicit the Corporation's clients for six months following his termination of employment, and will not solicit or hire the Corporation's employees 24 months following his termination of employment.

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