0000950123-10-018176 Sample Contracts

CONFIDENTIAL AGREEMENT AND RELEASE
Confidential Agreement and Release • February 26th, 2010 • 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 Special Payments 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 benefits listed below, certain of which I am not otherwise entitled.

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Contract
SLM Corp • February 26th, 2010 • Personal credit institutions

The following contracts are substantially identical in all material respects to the contract filed herewith as EXHIBIT 10.40, except as to the identity of the Trust that is the issuer of the variable funding notes that are to be sold pursuant to each such contract, as set forth below:

Advances, Pledge and Security Agreement Specific Pledge
Pledge and Security Agreement • February 26th, 2010 • SLM Corp • Personal credit institutions • Iowa

This Advances, Pledge and Security Agreement (“Agreement”) is entered on January 15, 2010 between HICA Education Loan Corporation (“Member”), with principal offices in Reston, Virginia, and the Federal Home Loan Bank of Des Moines (“Bank”), with principal offices in Des Moines, Iowa.

AFFILIATE COLLATERAL PLEDGE AND SECURITY AGREEMENT
Affiliate Collateral Pledge and Security Agreement • February 26th, 2010 • SLM Corp • Personal credit institutions • New York
AMENDMENT TO RETAINER AGREEMENT
Retainer Agreement • February 26th, 2010 • SLM Corp • Personal credit institutions

This AMENDMENT TO RETAINER AGREEMENT (“Agreement”), is entered into this 24th day of December, 2009 by and by and between, Anthony P. Terraciano (“Terraciano”) and SLM Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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