SLM CORPORATION MEDIUM TERM NOTES, SERIES A AMENDED AND RESTATED DISTRIBUTION AGREEMENT Dated as of May 5, 2006Distribution Agreement • May 15th, 2006 • SLM Corp • Personal credit institutions • New York
SLM Corporation, a Delaware corporation (the “Company”), confirms its agreement with the agents party to this Agreement and each person that becomes an agent following the date of this Agreement (each, an “Agent” and collectively, the “Agents”) with respect to the issue and sale from time to time by the Company of its Medium Term Notes, Series A, due 9 months or longer from the Date of Issue (the “Notes”). This Amended and Restated Distribution Agreement (as amended or supplemented from time to time, this “Agreement”) provides both for the sale of Notes by the Company to one or more Agents as principal for resale to investors and other purchasers and for the sale of Notes by the Company directly to investors, in which case the applicable Agent will act as an agent of the Company in soliciting offers for the purchase of Notes.
