July 7, 2010 Citibank, N.A.

July 7, 2010

Citibank, N.A.

000 Xxxxxxxxxx Xxxxxxxxx (0xx Xxxxx)

Xxxxxxxx, XX 00000-0000

Attention: Xxxx Xxxxxx

xxxx.xxxxxx@xxxx.xxx

Ladies and Gentlemen:

This letter shall constitute notice pursuant to Section 2.4(a) of the Amended & Restated Omnibus Credit Agreement, dated as of January 29, 2010 (as amended by Amendment No.1 dated as of February 11, 2010, and as the same may be further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), by and among (i) The Student Loan Corporation, as borrower, (ii) Citibank, N.A., as lender, (iii) Citibank, N.A., not in its individual capacity but solely in its separate capacity as the Trustee under the Trust Agreement referred to in the Agreement, solely for purposes of the sections of the Agreement specified therein, and (iv) the Non-Securitization Subsidiaries that become parties to the Agreement from time to time pursuant to Joinder Agreements, that the Commitment with respect to Private Loan Funding shall be reduced to $2,000,000,000 effective as of  July 8, 2010.

Capitalized terms used and not defined herein have the meanings set forth or incorporated by reference in the Agreement.

THE STUDENT LOAN CORPORATION
By:	/s/ Xxxxxx X. Guage
	Name: Xxxxxx X. Guage
	Title: Chief Financial Officer

cc:           Citibank, N.A.

000 Xxxxxxxxxx Xxxxxxxxx (0xx Xxxxx)

Xxxxxxxx, XX 00000-0000

Attention: Xxx Kohl

xxxxxx.xxxx@xxxx.xxx

Citibank, N.A.

000 Xxxxxxxxxx Xxxxxxxxx (0xx Xxxxx)

Xxxxxxxx, XX 00000-0000

Attention: Xxxxxxx Xxxxxx

xxxxxxx.xxxxxx@xxxx.xxx

Citibank, N.A.

000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

Attention: SLC Trust – Credit Agreement