0000950123-11-019779 Sample Contracts

SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement Net-Settled, Time Vested Options — 2011
Stock Option Agreement • February 28th, 2011 • SLM Corp • Personal credit institutions • Delaware
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CONFIDENTIAL AGREEMENT AND RELEASE
Confidential Agreement and Release • February 28th, 2011 • SLM Corp • Personal credit institutions • Virginia

SLM Corporation and its subsidiaries, predecessors, and affiliates (collectively “SLM”) and I have reached the following confidential understanding and agreement. In exchange for the Plan Benefits and other consideration listed below, I promise to comply fully with the terms of this Confidential Agreement and Release (“Agreement and Release”). In exchange for my promises, SLM agrees to provide me with the Plan Benefits and other consideration listed below, to which I am not otherwise entitled.

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2011 • SLM Corp • Personal credit institutions • Virginia

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 5, 2011 is entered into by and between Laurent C. Lutz, a resident of the State of Illinois (“Executive”), and SLM Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”).

SECOND AMENDMENT TO RETAINER AGREEMENT
Retainer Agreement • February 28th, 2011 • SLM Corp • Personal credit institutions

This SECOND AMENDMENT TO RETAINER AGREEMENT (“Amendment”), is entered into as of the 23rd day of September, 2010 by and by and between, Anthony P. Terracciano (“Terracciano”) and SLM Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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