AMENDMENT NO. 3 NON-COMPETITION AGREEMENT

Exhibit 10.2.4

AMENDMENT XX. 0
XXX-XXXXXXXXXXX XXXXXXXXX

XXXXXXXXX XX. 0, dated as of May 5, 2002, 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 term of which was further extended pursuant to Amendment No. 1 dated June 22, 2000 and Amendment No. 2 dated June 22, 2001 and Citigroup was substituted as a party in lieu of Citicorp (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. 3, all defined terms used in this Amendment No. 3 shall have the meanings ascribed to such terms in the Agreement.

SECTION 2. The term of the Agreement (originally scheduled to expire on December 22, 1999, and previously extended to June 22, 2002) shall be extended for an additional twelve (12) months to June 22, 2003.

SECTION 3. This Amendment No. 3 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 4. From and after the date of this Amendment No. 3, 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. 3 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: Chairman

CITIBANK (NEW YORK STATE)

By  /s/ Xxxx Xxxx                    
       Name: Xxxx Xxxx
         Title: Secretary

CITIGROUP INC.

By  /s/ Xxxx Xxxxx                    
       Name: Xxxx Xxxxx
         Title: Division Executive