AMENDMENT NO. 1

Exhibit 10.2.2

                                 AMENDMENT NO. 1

                                       TO

                            NON-COMPETITION AGREEMENT

     AMENDMENT NO.1, dated as of June 22, 2000, among THE STUDENT LOAN
CORPORATION, a Delaware corporation (the "Company"), CITIBANK (NEW YORK STATE),
a New York banking corporation ("NYS"), CITIGROUP INC., a Delaware corporation
and the ultimate parent of NYS ("Citigroup" and, together with NYS, the
"Parents").

     WHEREAS, the Company, NYS and Citicorp, a Delaware corporation, have
heretofore entered into a Non-Competition Agreement, dated as of December 22,
1992, the term of which was extended pursuant to a letter agreement dated
November 1, 1999, (the Non-Competition Agreement, as so extended and amended,
being referred to herein as the "Agreement").

     WHEREAS, the parties to the Agreement wish to extend the term of the
Agreement.

     NOW THEREFORE, for and in consideration of the premises and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, NYS and Citigroup hereby consent and agree as
follows:

     SECTION 1. Unless otherwise defined in this Amendment No.1, all defined
terms used in this Amendment No.1 shall have the meanings ascribed to such terms
in the Agreement.

     SECTION 2. The term of the Agreement scheduled to expire on December 22,
1999, and previously extended to June 22, 2000, shall be extended for an
additional twelve (12) months to June 22, 2001.

     SECTION 3. All references to Citicorp in the Agreement shall be deemed to
be references to Citigroup and the term "Parents" in the Agreement shall mean
Citigroup together with NYS.

     SECTION 4. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

     SECTION 5. From and after the date of this Amendment No.1 all references in
the Agreement to this "Agreement" shall refer to the Agreement as amended
hereby.

IN WITNESS WHEREOF, the Company, NYS and Citigroup have each caused this
Amendment No. 1. to the Agreement to be duly executed by their respective
officers as of the day and year first above written.




                          THE STUDENT LOAN CORPORATION

                          By:  /s/ Xxxx Xxxxxxxx
                             --------------------------------------
                          Name:    Xxxx Xxxxxxxx
                          Title:   President & CEO

                          CITIBANK (NEW YORK STATE)

                          By:  /s/ Xxxxxxx Xxxx
                             --------------------------------------
                          Name:    Xxxxxxx Xxxx
                          Title:   Vice President & General Counsel

                          CITIGROUP INC.

                          By:  /s/ Xxxxxxxxx Xxxxxx
                             --------------------------------------
                          Name:    Xxxxxxxxx Xxxxxx
                          Title:   Asst. Secretary & Deputy General Counsel