0000950133-05-002522 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 3rd, 2005 • SLM Corp • Personal credit institutions • New York

SLM Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,000,000 shares (the “Shares”) of preferred stock, $0.20 par value per share (“Preferred Stock”), of the Company.

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