SLM CORPORATION MEDIUM TERM NOTES, SERIES A AMENDED AND RESTATED DISTRIBUTION AGREEMENT Dated as of September 13, 2002

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Exhibit 1.3

MEDIUM TERM NOTES, SERIES A

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

Dated as of September ▇▇, ▇▇▇▇

▇▇▇ Corporation, formerly known as USA Education, Inc., a Delaware corporation (the "Company"), entered into a distribution agreement with the agents party thereto as of October 1, 2001, which distribution agreement was amended by amendments dated as of March 28, 2002 and August 20, 2002. The Company desires to amend further and restate the distribution agreement (the distribution agreement, as amended or supplemented from time to time, the "Distribution Agreement"). The Company proposes to continue to issue and sell, from time to time, its medium term debt securities (the "Notes") in an amount up to Thirteen Billion Dollars (U.S. $13,000,000,000) in the aggregate, plus increases from time to time under Rule 462(b) of the General Rules and Regulation s under the Securities Act of 1933, as amended, and agrees with each person serving as an agent under the Distribution Agreement (individually an "Agent" and collectively, the "Agents").

Subject to the terms and conditions stated herein and the reservation by the Company of the right to sell the Notes directly on its own behalf, the Company hereby (i) appoints each Agent as an agent of the Company for the purpose of soliciting and receiving offers to purchase Notes from the Company pursuant to Section 2(a) hereof and (ii) agrees that whenever it determines to sell Notes directly to any Agent as principal, it will enter into a separate agreement (each a "Terms Agreement"), substantially in the form of Annex I hereto, relating to such sale in accordance with Section 2(b) hereof (unless the Company and such Agent shall otherwise agree). The Distribution Agreement shall not be construed to create either an obligation on the part of the Company to sell any Notes or an obligation of any of the Agents to purchase Notes as principal.

The Notes will be issued under an indenture, dated as of October 1, 2000, as amended or supplemented from time to time (the "Indenture"), between the Company and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as Trustee (the "Trustee"). The Notes shall have the currency, denomination, maturities, interest rates, if any, redemption provisions and other terms set forth in the Prospectus referred to below, as it may be amended or supplemented from time to time. The Notes will be issued, and the terms and rights thereof established, from time to time, by the Company in accordance with the Indenture and the Administrative Procedures attached hereto as Annex II, as the procedures may be amended from time to time by written agreement between the Agents and the Company (the "Procedures") and, if applicable, will be specified in a Terms Agreement.

1. The Company hereby represents and warrants to, and agrees with, each Agent that:

(a) Two registration statements on Form S-3 (Registration Nos. 333-63164 and 333-90316) in respect of U.S. $13,000,000,000 aggregate principal amount (or the equivalent in foreign currency or currency units) of debt securities, common stock, preferred stock and warrants of the Company, including the Notes, have been filed with the Securities and Exchange Commission (the "Commission"). Such registration statements and any post-effective amendment relating to the Notes, each in the form heretofore delivered or to be delivered to the Agents, have been declared effective by the Commission. No other document with respect to such registration statements has heretofore been filed or transmitted for filing with the Commission (other than the prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission, each in the form heretofore delivered to the Agents and such other documents as may be related to securities other than the Notes). No stop order suspending the effectiveness of such registration statements has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. For purposes hereof, any preliminary prospectus included in such registration statements or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission, is hereinafter called a "Preliminary Prospectus", the various parts of such registration statements, including all exhibits thereto and all documents incorporated by reference

at the time such parts of the registration statements became effective but excluding the Forms T-1 filed in connection with such Registration Statements, each as amended at the time such parts became effective, is hereinafter collectively called the "Registration Statement", provided that any registration statement filed by the Company with the Commission pursuant to Rule 462(b) of the General Rules and Regulations under the Securities Act of 1933, as amended, including Registration Statement No. 333-98399 (each a "462(b) Registration Statement"), shall be deemed to be part of the "Registration Statement"; the prospectus (including, if applicable, any prospectus supplement) relating to the Notes, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the "Prospectus;" any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus, including any supplement to the Prospectus that sets forth only the terms of a particular issue of Notes hereinafter called a "Pricing Supplement", shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated therein by reference; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement and any reference to the Prospectus, as amended or supplemented, shall be deemed to refer to the Prospectus as amended or supplemented (including by the applicable Pricing Supplement filed in accordance with Section 4(a) hereof), in relation to the Notes sold pursuant to this Agreement, in the form in which it is filed or transmitted for filing with the Commission pursuant to Rule 424(b) of Regulation C under the Securities Act, including any documents incorporated by reference therein as of the date of such filing;

(b) (i) The documents incorporated by reference in the Prospectus, as amended or supplemented, when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, when they became effective or were so filed, as the case may be, contained, in the case of documents which became effective under the Securities Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of documents which were filed under the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) any further documents so filed and incorporated by reference in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain, in the case of documents which become effective under the Securities Act, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of documents which are filed under the Exchange Act with the Commission, an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use in the Prospectus, as amended or supplemented, to relate to a particular issuance of Notes or other securities registered under the Registration Statement;

(c) The Registration Statement and the Prospectus conformed, and any further amendments or supplements thereto will, when they become effective or are filed with the Commission, as the

case may be, conform, in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date in the case of the Registration Statement and any amendment thereto and as of the applicable filing date in the case of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use in the Prospectus, as amended or supplemented, to relate to a particular issuance of Notes or other securities registered under the Registration Statement;

(d) (i) The Company has not sustained, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus and (ii) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any material adverse change in or affecting the general affairs, financial position or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus.

(e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus.

(f) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares or capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

(g) The Notes have been duly authorized, and, when issued and delivered pursuant to this Agreement and any Terms Agreement or other agreement by an Agent to purchase Notes as principal, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms and the Notes will conform to the descriptions thereof contained in the Prospectus as amended or supplemented to relate to such issuance of Notes.

(h) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture, this Agreement and any Terms Agreement or other agreement by an Agent to purchase Notes as principal, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach which would constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, under the terms of any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any property or assets of the Company, is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation, as amended, or the By-Laws of the Company or, to the best of its knowledge, any statute or any order, rule or regulation applicable to the Company or any court or any Federal, State or other regulatory authority or governmental agency or body having jurisdiction over the Company or any of its properties, and no consent, approval, authorization, order, registration or qualification of, or

filing with, any such court or regulatory agency or body is required for the issuance and sale of the Notes or the consummation by the Company of the transactions contemplated by this Agreement, any Terms Agreement or other agreement by an Agent to purchase Notes as principal, or the Indenture, except such as have been obtained, or will have been obtained prior to the Commencement Date, under the Securities Act and the Trust Indenture Act and such other consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws or other applicable laws of any other jurisdiction in connection with the solicitation by the Agents of offers to purchase Notes from the Company and with purchases of Notes by the Agents as principal, as the case may be, in each case in the manner contemplated hereby.

(i) The Company is not (i) in violation of its Certificate of Incorporation or By-laws or (ii) in default in, and no condition exists which with the giving of notice, the lapse of time or both would a constitute a default in, the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except for violations or defaults which individually and in the aggregate are not material to the Company and its subsidiaries taken as a whole.

(j) The statements set forth in the Prospectus under the caption "Description of Debt Securities" and "Description of Notes", insofar as they purport to constitute a summary of the terms of the Notes, under the caption "Taxation", and under the caption "Plan of Distribution", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete.

(k) Immediately after the settlement of any sale of Notes by the Company resulting from solicitation by such Agent hereunder and immediately after any Time of Delivery (as defined below) relating to a sale to an Agent as principal, the aggregate principal amount of Notes issued and sold by the Company hereunder or under any Terms Agreement or other agreement by an Agent to purchase Notes as principal and of any securities of the Company (other than such Notes) issued and sold pursuant to the Registration Statement will not exceed the amount of securities registered under the Registration Statement.

(l) Other than as set forth in or incorporated by reference into the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(m) Each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Pricewaterhouse Coopers LLP has certified certain financial statements of the Company and its subsidiaries, and were or are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder.

(n) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an "investment company", as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act").

(o) Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes.

2 (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Agent hereby, severally and not jointly, agrees to act as an agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes from the Company upon the terms and conditions set forth in the Prospectus relating to the Notes, as amended or supplemented from time to time, and in the Procedures. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, any debt securities with a maturity at the time of original issuance of 9 months to 30 years except pursuant to this Agreement, pursuant to any Terms Agreement or other agreement by an Agent to purchase Notes as principal, pursuant to a private placement not constituting a public offering under the Act or in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium term debt securities.

Subject to the provisions of this Section 2 and to the Procedures, offers for the purchase of Notes may be solicited by each Agent, as agent for the Company, at such time and in such amounts as such Agent deems advisable; provided, however, that the Company reserves the right to sell, and may solicit and accept offers to purchase, Notes directly on its own behalf or through other agents, dealers or underwriters, and to appoint additional persons from time to time to serve as Agents under this Agreement.

Each Agent agrees that it will not solicit an offer to purchase Notes or deliver any of the Notes in any jurisdiction outside the United States of America except under circumstances that will result in compliance with the applicable laws thereof. Each Agent understands that no action has been taken to permit a public offering in any jurisdiction outside the United States of America where action would be required for such purpose. The Agents further undertake that in connection with the distribution of

Notes denominated in any foreign currency or currency unit, they will as agents, directly or indirectly, not solicit offers to purchase and as principals under any Terms Agreement or otherwise, directly or indirectly, not offer, sell or deliver, such Notes in or to residents of the country issuing such currency, except as permitted by applicable law.

The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Notes. As soon as practicable, but in any event not less than one business day after receipt of notice from the Company, the Agents will suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised them that such solicitation may be resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(e), (g) and (h) hereof. Upon advising the Agents that such solicitation may be resumed, however, the Company shall simultaneously provide the documents required to be delivered by Sections 4(e), (g) and (h) hereof, and the Agents shall have no obligation to solicit offers to purchase the Notes until such documents have been received by the Agents. In addition, any failure by the Company to comply with its obligation to deliver documents required by Sections 4(e), (g) and (h) hereof shall give each Agent the right to terminate its obligations under this Agreement to solicit offers to purchase Notes hereunder as agent.

The Company agrees to pay each Agent, at the time of settlement of any sale of a Note by the Company, the purchase of which is solicited by such Agent, a commission in United States dollars (which, in the case of Notes denominated in other than United States dollars, shall be based upon the Market Exchange Rate (as defined below) for such currency or currency unit at the time of any acceptance of an offer to purchase a Note) in such amount as may from time to time be negotiated between such Agent and the Company).

Notwithstanding anything herein to the contrary, if, at or prior to the time of settlement, the Company and an Agent have entered into, or such Agent has arranged for the Company to enter into, a contract with respect to the sale of the currency (other than United States dollars) or currency unit in

which a Note has been denominated and the purchase of which was solicited by such Agent, the commission in United States dollars payable by the Company to such Agent shall be based upon the same exchange rate set forth in such contract.

The authorized denominations of Notes denominated in a currency or currency unit other than United States dollars shall be the equivalent, as determined by the Market Exchange Rate for such currency or currency unit on the business day immediately preceding the date on which the offer for such Notes is accepted, of U.S. $1,000 (rounded down to an integral multiple of 10,000 units of such currency or currency unit), and any larger amount.

The authorized denominations of Notes denominated in United States dollars shall be U.S. $1,000 and any larger amount in integral multiples of $1,000 or such other amount as may be set forth in a Pricing Supplement for the Notes.

The "Market Exchange Rate" on a given date for a given foreign currency means the noon buying rate in New York City for cable transfers in such currency as certified for customs purposes by the Federal Reserve Bank of New York on such date; provided, however, that in the case of European Currency Units, Market Exchange Rate means, unless otherwise agreed by the Company and the Agents, the rate of exchange determined by the Council of European Communities (or any successor thereto) as published on such date or the most recently available date in the Official Journal of the European Communities (or any successor publication).

Unless otherwise agreed between the Company and each Agent, each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by it as Agent, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Any such rejection shall not be deemed a breach of the Agent's agreements under this Agreement. The Company shall have the sole right to accept offers to purchase Notes and may reject any proposed purchase of Notes.

Each Agent agrees that in respect of any Notes to be offered in, from or otherwise involving the United Kingdom:

(i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiration of the period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments, as principal or agent, for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"), received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Company;

(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(iv) in relation to any Notes which must be redeemed before the first anniversary of the date of their issue:

(A) it is a person whose ordinary activities involve it acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and

(B) it has not offered or sold and will not offer or sell any Notes other than to persons:

(1) whose ordinary activities involve them in acquiring, holding, managing or disposing of investment (as principal or agent) for the purposes of its business; or

(2) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of its business, or

(3) where the issue of Notes would otherwise constitute a contravention of section 19 of the FSMA by the Company.

The Company agrees with each Agent that it will not authorize any offer of Notes to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. As such, the Notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of these regulations or otherwise in compliance with all applicable provisions of these regulations and the FSMA.

Each Agent agrees that, in respect of any Notes to be offered in, from or otherwise involving Singapore, unless agreed to by an Agent and the Company at the time of the solicitation of offers to purchase the Notes, no Prospectus Supplement or Prospectus will be or has been registered as a "prospectus" with the Registrar of Companies and Businesses in Singapore and the Notes, if any, will be offered in Singapore under an exemption invoked under Section 106C of the Companies Act, Chapter 50, of Singapore (the "Singapore Companies Act"). Accordingly, each Agent offering the Notes acknowledges and agrees that it has not offered or sold and will not offer or sell the Notes nor will it circulate or distribute any Prospectus Supplement, the accompanying Prospectus or any other offering document or material relating to the Notes, either directly or indirectly, to the public or any member of the public in Singapore other than to an institutional investor, and in accordance with the conditions specified in Section 106D of the Singapore Companies Act; or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Singapore Companies Act.

(b) Each sale of Notes to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Company and such Agent shall otherwise agree) a Terms Agreement, which shall be substantially in the form of Annex 1 hereto, which will provide for the sale of such Notes to, and the purchase thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the re-offering of such Notes by such Agent; the commitment of any Agent to purchase Notes as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by any Agent pursuant thereto, the price to be paid to the Company for such Notes, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the re-offering of the Notes and the time and date and place of delivery of and payment for such Notes; and such Terms Agreement shall also specify any requirements for opinions of counsel, accountants' letters and officers' certificates pursuant to Section 6 hereof. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between any Agent and the Company, including by telecopy or telex. The Company and any Agent who is a party to a Terms Agreement agree to exchange copies of such Terms Agreement as promptly as practicable after they have entered into such Terms Agreement pursuant to the foregoing exchange of written telecommunication. Each Agent proposes to offer Notes purchased by it as principal for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Notes are purchased by such Agent from the Company. The Agents may utilize a selling or dealer group in connection with the re-offering of the Notes purchased as principal.

Each time and date of delivery of and payment for Notes to be purchased by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Procedures, is referred to herein as a "Time of Delivery."

(c) Procedural details relating to the issue and delivery of Notes, the solicitation of offers to purchase Notes, and the payment in each case therefor, shall be as set forth in the Procedures. The provisions of the Procedures shall apply to all transactions contemplated hereunder other than those made pursuant to a Terms Agreement. Each of the Agents and the Company agrees to perform the respective duties and obligations specifically provided to be performed by each of them in the Procedures. The Company will furnish to the Trustee a copy of the Procedures as from time to time in effect.

3. The documents required to be delivered pursuant to Section 6 hereof shall be delivered at the offices of the Company, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 11:00 a.m., New York City time, on the date of this Agreement, or at such other date and time as the Agents and the Company agree. The Commencement Date shall be deemed to be September 13, 2002, except for any Agent executing and delivering this Agreement as of a later date, in which case, the Commencement Date for such Agent shall be deemed to be such later date.

4. The Company hereby covenants and agrees with each Agent:

(a) Prior to the termination of the offering of the Notes,

(i) to make no amendment or supplement to the Registration Statement or the Prospectus (except for a Pricing Supplement or a prospectus supplement or other amendment or supplement relating to securities other than the Notes) without first having furnished the Agents with a copy of the proposed form thereof and given the Agents a reasonable opportunity to review and comment on the same and if the Prospectus is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, no Agent shall be obligated to solicit offers to purchase Notes so long as it is not reasonably satisfied with such document;

(ii) to prepare, with respect to any Notes to be sold through or to such Agent pursuant to this Agreement, a Pricing Supplement with respect to such Notes substantially in a form previously approved by the Agents and to file such Pricing Supplement pursuant to Rule 424(b) under the Securities Act not later than the close of business of the Commission on the fifth business day after the date on which such Pricing Supplement is first used or the date of determination of the offering price;

(iii) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 3(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes,

(iv) for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes, to advise the Agents promptly after the Company receives notice thereof, of: (A) the time when any amendment to the Registration Statement has been filed or has become effective or any supplement to the Prospectus or any amended Prospectus (other than any Pricing Supplement that relates to Notes not purchased through or by such Agent or a prospectus supplement or other amendment or supplement relating to securities other than the Notes) has been filed with the Commission, and to confirm such advice in writing; (B) the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Notes; (C) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (D) the initiation or threatening of any proceeding for any such purpose; or (E) any request by the Commission for the amending or

supplementing of the Registration Statement or Prospectus or for additional information (other than in relation to securities other than the Notes);

(v) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any such prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

(vi) to notify the Agents promptly in writing of any downgrading, or on its receipt of any notice of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate an improvement in the rating accorded any of the securities of, or guaranteed by, the Company by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(vii) to make generally available to the holders of the Notes and to the Agents as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158).

(b) So long as any Notes are outstanding, to furnish to the Agents copies of all reports or other communications (financial or other) furnished to stockholders of the Company and, as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed.

(c) Promptly from time to time to take such action as the Agents reasonably may request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Agents may request and to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution or sale of the Notes provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(d) To furnish the Agents with copies of the Registration Statement and each amendment thereto relating to any Notes to be sold pursuant to this Agreement, and with copies of the Prospectus, as amended or supplemented, other than any Pricing Supplement (except as provided in the Procedures), in the form in which it is filed with the Commission pursuant to Rule 424 under the Securities Act or in the form first used to confirm sales which was not required to be filed pursuant to Rule 424 under the Securities Act, and with copies of the documents incorporated by reference therein, all in such quantities as the Agents may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes (including Notes purchased from the Company by such Agent as principal) and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, to (i) promptly notify the Agents to suspend solicitation of offers to purchase Notes from the Company (and, if so notified, the Agents shall promptly cease such solicitations), (ii) prepare and cause to be filed with the Commission, an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance and (iii) supply such Prospectus as then amended or

supplemented to the Agents in such quantities as the Agents may reasonably request; if such amendment or supplement, and any documents, certificates and opinions furnished to the Agents pursuant to Section 4 in connection with the preparation or filing of such amendment or supplement are reasonably satisfactory in all respects to the Agents, the Agents will, upon the filing of such amendment or supplement with the Commission and upon the effectiveness of an amendment to the Registration Statement if such an amendment is required, resume the Agents' obligation to solicit offers to purchase Notes hereunder; if such amendment or supplement, or any documents, certificates and opinions furnished to the Agents pursuant to Section 4 in connection with the preparation or filing of such amendment or supplement, are not satisfactory to the Agents, the Agents will as promptly as reasonably practicable notify the Company in writing;

(e) Each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or in relation to securities other than the Notes), each time a document filed under the Securities Act or the Exchange Act is incorporated by reference into the Prospectus, including quarterly following the filing of the Company's Form 10-K or Form 10-Q (other than by reference of the Company's proxy statement for its annual meeting of shareholders or of a filing by the Company of a Current Report on Form 8-K, in each case under the Exchange Act, unless, in the Agents' reasonable judgment, the information contained in such documents are of such a character that an opinion referred to below should be furnished), and each time the Company sells Notes to an Agent as principal and the applicable Terms Agreement or other agreement by an Agent to purchase Notes as principal specifies the delivery of an opinion of Company's counsel under this Section 4(e) as a condition to the purchase of Notes pursuant to such Terms Agreement or other agreement, the Company shall furnish or cause to be furnished to the Agents the written opinion of the counsel to the Company, who may be an employee of the Company or of any affiliate, dated each such date, in form and substance satisfactory to the Agents in the Agents' reasonable judgment to the effect that such Agents may rely on the opinion of such counsel referred to in Section 6(c)(ii) hereof which was last furnished to such Agents to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such opinion, an opinion of the same tenor as the opinion of such counsel referred to in Section 6(c)(ii) hereof, but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date;

(f) Reasonably in advance of each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or in relation to securities other than the Notes), each time a document filed under the Securities Act or the Exchange Act is incorporated by reference into the Prospectus, including quarterly following the filing of the Company's Form 10-K or Form 10-Q (other than by reference of the Company's proxy statement for its annual meeting of shareholders or of a filing by the Company of a Current Report on Form 8-K, in each case under the Exchange Act, unless in the Agents' reasonable judgment, the information contained in such documents are of such a character that information referred to below should be furnished), and each time the Company sells Notes to an Agent as principal pursuant to a Terms Agreement or other agreement by an Agent to purchase Notes as principal (if such Terms Agreement or other agreement specifies the delivery of an opinion or opinions by Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, counsel to the Agents, as a condition to the purchase of Notes pursuant to such Terms Agreement or other agreement), the Company shall furnish to such counsel such papers and information as they may reasonably request to enable them to furnish to such Agent the opinion or opinions referred to in Section 6(c)(iii) hereof;

(g) Each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or in relation to securities other than the

Notes), each time a document filed under the Securities Act or the Exchange Act is incorporated by reference into the Prospectus, including quarterly following the filing of the Company's Form 10-K or Form 10-Q (other than by reference of the Company's proxy statement for its annual meeting of shareholders or of a filing by the Company of a Current Report on Form 8-K under the Exchange Act, unless in the Agents' reasonable judgment, the information contained in such documents are of such a character that letters referred to below should be furnished), and each time the Company sells Notes to an Agent as principal and the applicable Terms Agreement or other agreement by an Agent to purchase Notes as principal specifies the delivery of an accountant's letter under this Section 4(g) as a condition to the purchase of Notes pursuant to such Terms Agreement or other agreement, the Company shall cause the independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement to furnish the Agents a letter or letters, dated each such date, in form satisfactory to the Agents, of the same tenor as the letter referred to in Section 6(c)(iv) hereof (modified in the case of amended or supplemented financial information to reflect such amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter, provided that if the Registration Statement or the Prospectus is amended or supplemented solely to include or incorporate by reference unaudited quarterly financial information, the scope of such letter, which shall be satisfactory in form and substance to the Agents, may be limited to relate to such unaudited financial information unless any other accounting, financial or statistical information included or incorporated by reference therein is of a character that, in the reasonable judgment of the Agents, such letter should address such other information); provided however, that, with respect to any financial information or other matter, such letter may reconfirm as true and correct as such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matter made in the letter referred to in Section 6(c)(iv) hereof which was last furnished to the Agents;

(h) Each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or in relation to securities other than the Notes), each time a document filed under the Securities Act or the Exchange Act is incorporated by reference into the Prospectus, including quarterly following the filing of the Company's Form 10-K or Form 10-Q (other than by reference of the Company's proxy statement for its annual meeting of shareholders or of a filing by the Company of a Current Report on Form 8-K under the Exchange Act, unless in the Agents' reasonable judgment, the information contained in such documents are of such a character that certificates of officers referred to below should be furnished), and each time the Company sells Notes to an Agent as principal and the applicable Terms Agreement or other agreement by an Agent to purchase Notes as principal specifies the delivery of a certificate under this Section 4(h) as a condition to the purchase of Notes pursuant to such Terms Agreement or other agreement, the Company shall furnish or cause to be furnished to the Agents a certificate, dated the date of each such supplement, amendment, incorporation or Time of Delivery relating to such sale, as the case may be, in such form and executed by such officers of the Company as shall be satisfactory to the Agents, to the effect that the statements contained in the certificates referred to in Section 6(c)(v) hereof which were last furnished to the Agents are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in Section 6(c)(v), but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date.

(i) That each acceptance by the Company of an offer to purchase Notes hereunder (including any purchase by an Agent as principal pursuant to an agreement other than a Terms Agreement, and each execution and delivery by the Company of a Terms Agreement with an

Agent) shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance hereunder or of such Terms Agreement, as the case may be, as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Time of Delivery relating to the sale of such Notes and as of the settlement date for the Notes relating to such acceptance, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus, as amended and supplemented, relating to such Notes); and

(j) If specified in any Terms Agreement or any other agreement under which an Agent agrees to purchase Notes as principal, the Company covenants and agrees with each Agent that, during the period beginning from the date of such Terms Agreement or other agreement and continuing to and including the later of (i) the termination of the trading restrictions for the Notes purchased thereunder, of which termination such Agent or Agents party to the Terms Agreement or other agreement, as the case may be, agree to give the Company prompt notice confirmed in writing and (ii) the Time of Delivery for such Notes, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which (A) mature nine months or more after such Time of Delivery, (B) mature within six months of the maturity of such Notes, (C) bear interest at the same interest rate or with reference to the same interest rate index and (D) are denominated in the same currency or currency unit specified in such Terms Agreement or other agreement, without the prior written consent of such Agent or Agents, which consent shall not be unreasonably withheld, except pursuant to arrangements of which such Agent or Agents have been advised by the Company prior to the time of execution of such Terms Agreement or other agreement, as the case may be, which advice is confirmed in writing (which may be by telecopy or telex, receipt acknowledged) to such Agent or Agents by the end of the business day following the date of such Terms Agreement or other agreement, as the case may be.

5. The Company covenants and agrees with each Agent that the Company will pay or cause to be paid, whether or not any sale of Notes is consummated, the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Notes under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Pricing Supplements and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Agents; (ii) the cost of printing or reproducing this Agreement, any Terms Agreement, any Indenture, any Blue Sky and legal investment surveys and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iii) all fees, disbursements and expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 4(c) hereof and in connection with any Blue Sky and legal investment surveys; (iv) all fees charged by security rating services for rating the Notes; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Notes; (vi) the cost of preparing, issuing, executing, authenticating and delivering the Notes; (vii) the fees and expenses of any Trustee and any transfer or paying agent of the Company and the fees and disbursements of counsel for any Trustee or such agent in connection with the Indenture and the Notes; (viii) on a monthly basis all out-of-pocket expenses (including advertising expenses) incurred by such Agent connected with the solicitation of offers to purchase and the sale of Notes so long as such Agent has received the prior written approval of the Company for such expenses; and (ix) all other costs and expenses incident to the performance of the Company's obligations hereunder (other than costs and expenses incurred by any Agent) which are not otherwise specifically provided for in this Section 5.

6. The obligation of each Agent, as agent of the Company, at any time ("Solicitation Time") to solicit offers to purchase the Notes and the obligation of each Agent to purchase Notes as principal pursuant to any Terms Agreement or any other agreement by an Agent to purchase Notes as principal shall in each case be subject, in such Agent's discretion, to the conditions that:

(a) All representations and warranties of the Company herein (or, in the case of an obligation of an Agent under a Terms Agreement or other agreement by an Agent to purchase Notes as principal, in or incorporated by reference in such Terms Agreement or other agreement) are true and correct at and as of the Commencement Date, and any applicable date referred to in Section 4(h) hereof that is prior to the Solicitation Time or Time of Delivery for such Notes, and as of the Solicitation Time or Time of Delivery for such Notes;

(b) Prior to the Solicitation Time or Time of Delivery for such Notes, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed; and

(i) (A) With respect to any Notes sold at or prior to the Solicitation Time or Time of Delivery, as the case may be, the Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (C) all requests for additional information on the part of the Commission shall have been complied with to the Agent's reasonable satisfaction;

(ii) Counsel to the Company, who may be an employee of the Company or any affiliate, shall have furnished to the Agents such counsel's written opinion, dated the Commencement Date, each Time of Delivery to the extent the applicable Terms Agreement or other agreement by an Agent to purchase Notes as principal requires an opinion, and the date of effectiveness of each amendment or the filing of each supplement to the Registration Statement or the Prospectus (including the filing under the Securities Act or the Exchange Act of documents incorporated by reference in the Prospectus as amended or supplemented, including the Company's Form 10-K and Form 10-Q, but excluding amendments or supplements (i) providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change which the Agents deem to be immaterial, (ii) relating to an offering of securities other than the Notes, (iii) constituting a Pricing Supplement, (iv) setting forth or incorporating by reference financial statements as of and for a fiscal quarter or (v) relating solely to the incorporation by reference of the Company's proxy statement for its annual meeting of shareholders or of a filing by the Company of a Current Report on Form 8-K under the Exchange Act, unless in the case of clauses (iv) or (v) above, in the Agents' reasonable judgment, such financial statements or other information contained in such documents are of such a character that an opinion of counsel should be furnished), as the case may be, in form and substance satisfactory to the Agents in the Agents' reasonable judgment to the effect that:

(A) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented;

(B) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented and all of the issued and outstanding shares of capital stock of

the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(C) Each of this Agreement and any applicable Terms Agreement or other agreement by an Agent to purchase Notes as principal has been duly authorized, executed and delivered on the part of the Company;

(D) The Notes have been duly authorized and, when duly executed, authenticated, issued and delivered by the Company, will constitute valid and legally binding obligations of the Company, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and the Notes will conform to the descriptions thereof in the Prospectus as amended or supplemented;

(E) The Indenture has been duly authorized, executed and delivered on the part of the Company and constitutes a valid and binding instrument in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and has been qualified under the Trust Indenture Act, and the Indenture conforms to the description thereof in the Prospectus as amended or supplemented;

(F) The issue and sale of the Notes, the compliance by the Company with all of the provisions of the Notes, the Indenture, this Agreement and any applicable Terms Agreement or other agreement by an Agent to purchase Notes as principal, and the consummation of the transactions herein and therein contemplated will not (a) conflict with or result in any breach which would constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of, any indenture, loan agreement or other material agreement or instrument known to such counsel to which the Company is a party or by which the Company may be bound or to which any property or assets of the Company, is subject, (b) result in any violation of the provisions of the Certificate of Incorporation, as amended, or the By-Laws of the Company or (c) to the best of the knowledge of such counsel, result in any violation of any statute or any order, rule or regulation applicable to the Company of any court or any Federal, State or other regulatory authority or other governmental body having jurisdiction over the Company and any of its properties;

(G) To the best knowledge of such counsel, no consent, approval, authorization, order, registration or qualification of or filing with, any court or any governmental agency or body is required for solicitation of offers to purchase Notes, the issue and sale of the Notes except as have been obtained or made under the Securities Act, the Exchange Act, the Trust Indenture Act and securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Notes, as the case may be, in each case in the manner contemplated by this Agreement;

(H) To the best of such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject, which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole; and to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(I) The Company is not in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(J) The statements set forth in the Prospectus or the Prospectus Supplement under the caption "Description of Debt Securities" and "Description of the Notes We May Offer", insofar as they purport to constitute a summary of the terms of the Notes, under the caption "United States Federal Taxation", and under the captions "Plan of Distribution" and "Supplemental Plan of Distribution" as they relate to the Notes and insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;

(K) The Company is not and, after giving effect to the offering and sale of the Notes, will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended;

(L) The documents incorporated by reference in the Prospectus inasmuch as those documents relate to the Notes (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and they have no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading;

(M) The Registration Statement and the Prospectus as amended or supplemented and any further amendments or supplements thereto made by the Company prior to the date of such opinion in as much as those documents relate to the Notes (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (J) of this Section 6(c)(ii), they have no reason to believe that, as of its effective date, the Registration Statement or any further amendment or supplement thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of the date of such opinion, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;

and they do not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required; and

(N) Such counsel does not know of any contract or other document to which the Company is a party required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus, as amended or supplemented, or required to be described in the Prospectus, as amended or supplemented, which has not been so filed, incorporated by reference or described.

In rendering such opinion, such counsel may rely to the extent such counsel deems appropriate upon certificates of officers or other executives of the Company and its affiliates and of public officials as to factual matters and upon opinions of other counsel.

In rendering the opinion referred to in item (D) above, such counsel need not express an opinion as to whether, with respect to any Notes denominated in a currency other than United States dollars, a court located in the United States of America would grant a judgment relating to the Notes in other than United States dollars, nor an opinion as to the date which any such court would utilize for determining the rate of conversion into United States dollars in granting such judgment.

(iii) Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, counsel to the Agents, shall have furnished to such Agent (A) such opinion or opinions, dated the Commencement Date, with respect to the matters covered in paragraphs (A), (B), (C), (D), (E), (J) and (M) of Subsection 6(c)(ii) above, as well as such other related matters as such Agent may reasonably request, and (B) if and to the extent requested by such Agent, with respect to each applicable date referred to in Section 4(f) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, an opinion or opinions, dated such applicable date, to the effect that such Agent may rely on the opinion or opinions which were last furnished to such Agent pursuant to this Section 6(c)(iii) to the same extent as though it or they were dated the date of such letter authorizing reliance (except that the statements in such last opinion or opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in any case, in lieu of such an opinion or opinions, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (A) of this Section 6(c)(iii) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(iv) As of (A) the Commencement Date, (B) the date of effectiveness of each amendment or the filing of each supplement to the Registration Statement or the Prospectus setting forth or incorporating by reference amended or supplemental financial information, as the case may be (including the filing under the Securities Act or the Exchange Act of documents which are incorporated by reference in the Prospectus as amended or supplemented, including the Company's Annual Report on Form 10-K and Quarterly Report on Form 10-Q, but excluding amendments or supplements (i) relating to an offering of securities other than the Notes, (ii) constituting a Pricing Supplement, or (iii) relating solely to the incorporation by reference of the Company proxy statement for its annual meeting of shareholders or of a filing by the Company of a Current Report on Form 8-K under the Exchange Act, unless in the case of clause (iii) above, in such Agent's reasonable judgment, the information contained in such documents is of such a character that certificates of officers referred to below should be furnished, as the case may be), and (C) each Time of Delivery if the applicable Terms Agreement or other agreement by an Agent to purchase Notes as principal specifies the delivery of an accountant's letter, the independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Agents a letter or letters, dated such date in form and substance satisfactory to the Agents, to the effect set forth in Annex III hereto (modified in the case of amended or supplemented financial information to reflect such amended and supplemental financial information included or incorporated by reference in the Registration Statement and the Prospectus, as amended or supplemented to the date of such letter, provided that if the Registration Statement or the Prospectus is amended or supplemented solely to include or incorporate by reference unaudited quarterly financial information, the scope of such letter, which shall be satisfactory in form and substance to the Agents, may be limited to relate to such unaudited financial information unless any other accounting, financial or statistical information included or incorporated by reference therein is of a character that, in the reasonable judgment of the Agents, such letter should address such other information);

(v) The Company shall have furnished or caused to be furnished to such Agent certificates of officers of the Company dated the Commencement Date and each applicable date referred to in Section 4(h) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in such form as shall be satisfactory to such Agent, as to the accuracy of the representations and warranties of the Company herein at and as of the Commencement Date or such applicable date, as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Commencement Date or such applicable date, as the case may be, and as to the matters set forth in subsections (c)(i) and (c)(vi) of this Section 6;

(vi) The Company shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Notes to be delivered at the relevant Time of Delivery any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the business, financial position, stockholders' equity or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Notes to be delivered at the relevant Time of Delivery, the effect of which is in the judgment of such Agent so material and adverse as to make it impracticable or inadvisable to proceed with the solicitation by such Agent of offers to purchase Notes from the Company or the purchase by such Agent of Notes from the Company as principal, as the case may be, on the terms and in the manner contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Notes to be delivered at the relevant Time of Delivery;

(vii) On or after the date of this Agreement or on or after the date of any applicable Terms Agreement, (A) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities provided, however, that this Section 6(c)(vii) shall not apply to any such rating agencies which shall have notified the Company of the downgrading in the rating of its debt securities and of which the Company shall have given the Agents written notice prior to the execution of the Terms Agreement;

(viii) During the period in which the Agents are soliciting offers to purchase Notes, including the period between the date that any Agent agreed to purchase such Notes as principal and the related Time of Delivery, there shall not have occurred: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the "Exchange"); (B) a suspension or material limitation in trading in the Company's securities on the Exchange; (C) a general moratorium on commercial banking activities declared in the United States by Federal authorities, a general moratorium on commercial banking activities declared in New York declared by either Federal authorities or New York State authorities, or a general moratorium on commercial banking activities in the District of Columbia declared by either Federal or District of Columbia authorities; or (D) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in the clause (D) in the judgment of such Agent makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Notes or the purchase of the Notes from the Company as principal pursuant to the applicable Terms Agreement or otherwise, as the case may be, on the terms and in the manner contemplated in the Prospectus; and

(ix) With respect to any Note denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Note the principal or interest of which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general moratorium on commercial banking activities in the country or countries issuing such currency, currencies or composite currency, the outbreak or escalation of hostilities involving, the occurrence of any material adverse change in the existing financial, political or economic conditions of, or the declaration of war or a national emergency by, the country or countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by any governmental authority in the country or countries issuing such currency, currencies or composite currency.

7. (a) The Company will indemnify and hold harmless each Agent against any losses, claims, damages or liabilities, joint or several, to which such Agent may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented, any other prospectus relating to the Notes, or any amendment or supplement thereto furnished by the Company, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Agent for any legal or other expenses reasonably incurred by such Agent in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or any other prospectus relating to the Notes or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Agents expressly for use therein; and provided, further, that the Company shall not be liable to any Agent under the indemnity agreement in this subdivision (a) with respect to the Preliminary Prospectus, the Prospectus, the Prospectus as amended or supplemented, any other prospectus relating to the Notes or any amendment or supplement thereto, as the case may be, to the extent that any such loss, claim, damage or liability of such Agent results solely from the fact that such Agent sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference), whichever is most recent, if the Company has previously furnished copies thereof to such Agent.

(b) Each Agent, on a several and not joint basis, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, or the Prospectus as amended or supplemented, any other prospectus relating to the Notes or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented, any other prospectus relating to the Notes or such amendment or supplement in reliance upon and in conformity with written information furnished

to the Company by such Agent expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include any statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. The consent in this last sentence shall not be unreasonably withheld, conditioned or delayed and the indemnifying party agrees that the indemnified party shall in all cases be justified in withholding consent unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subdivision (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and each Agent, on the other, from the offering of the Notes to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and each Agent, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Notes (before deducting expenses) received by the Company bear to the total commissions or discounts received by such Agent with respect thereof. The relative fault shall

be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand or by any Agent, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. With respect to any Agent, such relative fault shall also be determined by reference to the extent (if any) to which such losses, claims, damages or liabilities (or actions in respect thereof) with respect to any Preliminary Prospectus result solely from the fact that such Agent sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Agent. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this subdivision (d) were determined by per capita allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subdivision (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subdivision (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subdivision (d), no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Notes purchased by or through such Agent were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each of the Agents under this subdivision (d) to contribute are several in proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint.

(e) The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Agent within the meaning of the Securities Act; and each Agent's obligations under this Section 7 shall be in addition to any liability which such Agent may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act.

8. In soliciting offers to purchase Notes from the Company and in performing the other obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise), each Agent is acting solely as agent for the Company and not as principal. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company was solicited by such Agent and has been accepted by the Company, but such Agent shall not have any liability to the Company in the event such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Company shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to the Agent that solicited the offer any commission to which it would otherwise be entitled in connection with such sale.

9. The respective indemnities, agreements, representations, warranties and other statements by any Agent and the Company set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on

behalf of any Agent, the Company, or any officer or director or any controlling person of the Company or any Agent, and shall survive each delivery of and payment for any of the Notes.

10. The provisions of this Agreement relating to the solicitation of offers to purchase Notes from the Company may be suspended or may be terminated at any time by the Company as to any or all Agents or by any Agent, insofar as this Agreement relates to such Agent, upon the giving of written notice of such suspension or termination to such Agent or the Company, as the case may be. Unless otherwise agreed by the respective parties, any such suspension or termination shall be effective immediately with respect to the party giving such notice and, in the case of the party receiving such notice, at the close of business on the first business day following the receipt of such notice. In the event of such suspension or termination with respect to any Agent:

(x) this Agreement shall remain in full force and effect with respect to any Agent as to which such suspension or termination has not occurred;

(y) this Agreement shall remain in full force and effect with respect to the rights and obligations of any party which had previously accrued or which relate to Notes which are already issued, agreed to be issued or the subject of a pending offer at the time of such suspension or termination; and

(z) the Company shall not have any liability to such Agent and such Agent shall not have any liability to the Company, except as provided in any Terms Agreement, in the fifth paragraph of Section 2(a) and Sections 4(a)(vii), 4(b), 5, 7, 8 and 9 of this Agreement.

11. This Agreement or any Terms Agreement or other agreement by an Agent to purchase Notes as principal may be terminated by any Agent upon written notice to the Company if the Company makes an amendment or supplement to the Registration Statement or the Prospectus related to the Notes after the date of any Terms Agreement or other agreement by such Agent to purchase Notes as principal and prior to the related Time of Delivery which shall be disapproved by such Agent. In the event of such termination with respect to any Agent:

(x) this Agreement and any Terms Agreement or other agreement by an Agent to purchase Notes as principal shall remain in full force and effect with respect to any Agent as to which such termination has not occurred;

(y) this Agreement and any Terms Agreement or other agreement by an Agent to purchase Notes as principal shall remain in full force and effect with respect to the rights and obligations of any party which had previously accrued or which relate to Notes which are already issued, agreed to be issued or the subject of a pending offer at the time of such termination; and

(z) the Company shall not have any liability to such Agent and such Agent shall not have any liability to the Company, except as provided in the fifth paragraph of Section 2(a) and Sections 4(a)(vii), 4(b), 5, 7, 8 and 9 of this Agreement.

12. This Agreement may be amended or supplemented if, but only if, such amendment or supplement is in writing and is signed by the Company and each Agent. The foregoing notwithstanding, the Company may from time to time, on two (2) business days prior written notice to the Agents but without the consent of any Agent, add as a party hereto one or more additional firms registered under the Exchange Act, pursuant to the execution of a counterpart original of this Agreement by the Company and the additional firm, which when taken together with all other counterpart originals executed by the Company and the Agents shall constitute one document. Upon the execution of the counterpart original of this Agreement by the additional firm, such firm shall be a party to this Agreement and shall have all of the rights and obligations of an Agent under this Agreement.

13. Except as otherwise specifically provided herein or in the Procedures, all statements, requests, notices and advice hereunder shall be in writing, or by telephone if promptly confirmed in writing, and

if to an Agent shall be sufficient in all respects when delivered or sent by facsimile transmission or mail to such Agent at the address or facsimile transmission number set forth in the Appointment and Acceptance of Agent relating to the appointment of such Agent, and if to the Company shall be sufficient in all respects when delivered or sent by facsimile transmission or mail to the Company at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Vice President, Finance, Facsimile Transmission No. (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to the Company, Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel, Facsimile Transmission No. (▇▇▇) ▇▇▇-▇▇▇▇. Upon request of any party hereto, any statements, requests, notices and advices transmitted by facsimile shall be promptly followed by delivery of executed documents by mail.

14. This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent and the Company, and to the extent provided in Section 7, Section 8 and Section 9 hereof, the officers and directors of the Company and any person who controls any Agent or the Company, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement. No purchaser of a Note through or from any Agent hereunder shall be deemed a successor or assign by reason merely of such purchase.

15. Time shall be of the essence in this Agreement and any Terms Agreement. As used herein, the term "business day" means a Monday, Tuesday, Wednesday, Thursday or Friday on which commercial banks in any of New York, New York or Wilmington, Delaware and, (i) if the Notes are denominated in a currency other than U.S. dollars, in the capital of the country of the currency specified in the pricing supplement for those Notes, or (ii) if the Notes are denominated in Euros, in Brussels, are not required or authorized to be closed.

16. This Agreement and each Terms Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

17. This Agreement (including such appointments and acceptances of Agent as may be executed and delivered by the Company and accepted by one or more Agents from time to time) and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be an original, but all of such respective counterparts shall together constitute one and the same instrument.

18. Each agent designated below is hereby appointed as an Agent on the terms and conditions set forth in the Distribution Agreement. Upon acceptance of such appointment by signing and returning to us three counterparts hereof, the Distribution Agreement shall constitute a binding agreement between the Company and each such Agent in accordance with its terms.

Very truly yours,

SLM CORPORATION
By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:	Executive Vice President and Chief Financial Officer