SLM Corp — Annual Report 2010

May 12, 2011

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended December 31, 2010 or

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o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file numbers 001-13251

SLM Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	52-2013874
(State of Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
300 Continental Drive, Newark, Delaware	19713
(Address of Principal Executive Offices)	(Zip Code)

(302) 283-8000 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act Common Stock, par value $.20 per share. Name of Exchange on which Listed: New York Stock Exchange 6.97% Cumulative Redeemable Preferred Stock, Series A, par value $.20 per share Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share Name of Exchange on which Listed: New York Stock Exchange Medium Term Notes, Series A, CPI-Linked Notes due 2017 Medium Term Notes, Series A, CPI-Linked Notes due 2018 6% Senior Notes due December 15, 2043 Name of Exchange on which Listed: New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2010 was $5.0 billion (based on closing sale price of $10.39 per share as reported for the New York Stock Exchange — Composite Transactions).

As of January 31, 2011, there were 526,909,601 shares of voting common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement relating to the registrant’s Annual Meeting of Shareholders scheduled to be held May 19, 2011 are incorporated by reference into Part III of this Report.

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Explanatory Note

SLM Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on February 28, 2011 (the “Original Filing”), solely to include Exhibit 12.1, which was inadvertently omitted from the original exhibit listing and filing.

This Amendment No. 1 on Form 10-K/A does not modify or update the disclosures set forth in the Original Filing, including the financial statements and notes to the financial statements set forth in the Original Filing.

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link1 "PART IV"

PART IV.

link2 "Item 15. Exhibits, Financial Statement Schedules"

Item 15. Exhibits, Financial Statement Schedules

(b) Exhibits

Exhibit — Number	Exhibit Description	Incorporated by Reference — Form	Filing Date
3.1	Amended and Restated Certificate of Incorporation of the Company	S-8	5/22/09
3.2	By-Laws of the Company	8-K	8/6/08
10.1	SLM Holding Corporation Directors Stock Plan†	DEF14-A	4/10/98
10.2	SLM Holding Corporation Management Incentive Plan†	DEF14-A	4/10/98
10.3	Stock Option Agreement, SLM Corporation Incentive Plan, Incentive, Price-Vested with Replacement-2004†	10-Q	11/9/04
10.4	Stock Option Agreement, SLM Corporation Incentive Plan, Non-Qualified, Price-Vested Options-2004†	10-Q	11/9/04
10.5	SLM Corporation Incentive Plan, Amended and Restated May 19, 2005†	8-K	5/25/05
10.6	SLM Corporation Directors Stock Plan†	8-K	5/25/05
10.7	Stock Option Agreement SLM Corporation Incentive Plan Net-Settled,
Price-Vested Options — 1 Year Minimum — 2006†	10-K	3/9/06
10.8	Retainer Agreement between Anthony P. Terracciano and the Company†	10-Q	5/9/08
10.9	Employment Agreement between Albert L. Lord and the Company†	10-Q	5/9/08
10.10	Note Purchase and Security Agreement by and among Phoenix Fundings I,
Sallie Mae, Inc., The Bank of New York Trust Company, N.A., Deutsche
Bank Trust Company Americas, UBS Real Estate Securities Inc., and UBS
Securities LLC	10-Q	5/9/08
10.11	Note Purchase and Security Agreement by and among Rendezvous Funding I,
Bank of America, N.A., JPMorgan Chase Bank, N.A., Bank of America
Securities LLC, J.P. Morgan Securities Inc., Barclays Bank PLC, The
Royal Bank of Scotland PLC, Deutsche Bank Securities Inc., Credit
Suisse New York Branch, The Bank of New York Trust Company, N.A.,
Sallie Mae, Inc. and certain other parties thereto	10-Q	5/9/08
10.12	Note Purchase and Security Agreement by and among Bluemont Funding I,
Bank of America, N.A., JPMorgan Chase Bank, N.A., Bank of America
Securities LLC, J.P. Morgan Securities Inc., Barclays Bank PLC, The
Royal Bank of Scotland PLC, Deutsche Bank Securities Inc., Credit
Suisse New York Branch, The Bank of New York Trust Company, N.A.,
Sallie, Inc. and certain other parties thereto	10-Q	5/9/08
10.13	Schedule of Contracts Substantially Identical to Exhibit 10.34 of the
Company’s Quarterly Report on Form 10-Q, filed on May 9, 2008 in all
Material Respects: between Town Center Funding I and Town Hall Funding
I	10-Q	5/9/08
10.14	Employment Agreement between John F. Remondi and the Company as amended
as described in Form 8-K filed on 2/1/11	10-Q	8/7/08
10.15	Sallie Mae Deferred Compensation Plan for Key Employees Restatement
Effective January 1, 2009†	10-K	3/2/09
10.16	Sallie Mae Supplemental 401(k) Savings Plan†	10-K	3/2/09
10.17	Sallie Mae Supplemental Cash Account Retirement Plan†	10-K	3/2/09

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Exhibit — Number	Exhibit Description	Incorporated by Reference — Form	Filing Date
10.18	Amendment to the Note Purchase and Security Agreement by and among
Phoenix Fundings I, Sallie Mae, Inc., The Bank of New York Trust
Company, N.A., Deutsche Bank Trust Company Americas, UBS Real Estate
Securities Inc., and UBS Securities LLC	10-K	3/2/09
10.19	Amendment to the Note Purchase and Security by and among Rendezvous
Funding I, Bank of America, N.A., JPMorgan Chase Bank, N.A., Bank of
America Securities LLC, J.P. Morgan Securities Inc., Barclays Bank PLC,
The Royal Bank of Scotland PLC, Deutsche Bank Securities Inc., Credit
Suisse New York Branch, The Bank of New York Trust Company, N.A.,
Sallie Mae, Inc. and certain other parties thereto	10-K	3/2/09
10.20	Amendment to the Note of Purchase and Security Agreement by and among
Bluemont Funding I, Bank of America, N.A., JPMorgan Chase Bank, N.A.,
Bank of America Securities LLC, J.P. Morgan Securities Inc., Barclays
Bank PLC, The Royal Bank of Scotland PLC, Deutsche Bank Securities
Inc., Credit Suisse New York Branch, The Bank of New York Trust
Company, N.A., Sallie Mae, Inc. and certain other parties thereto	10-K	3/2/09
10.21	Amendment to the Note Purchase Agreement by Town Hall Funding I, Sallie
Mae, Inc., the Bank of New York Mellon Trust Company, National
Association, JPMorgan Chase Bank, N.A., Bank of America, NA, Barclays
Bank PLC, The Royal Bank of Scotland PLC, Deutsche Bank AG, New York
Branch., Credit Suisse New York Branch, Royal Bank of Canada, Lloyds
TSB Bank plc, Merrill Lynch Bank USA, DZ Bank AG Deutsche
Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch,
Natixis Financial Products Inc., BNP Paribas, New York Branch, Bank of
America, N.A., and certain other parties thereto.	10-K	3/2/09
10.22	SLM Corporation Incentive Stock Plan Stock Option Agreement,
Net-Settled, Performance Vested Options, 2009†	10-K	3/2/09
10.23	SLM Corporation Incentive Plan Performance Stock Term Sheet, “Core
Earnings” Net Income Target-Sustained Performance-2009†	10-K	3/2/09
10.24	SLM Corporation Directors Equity Plan†	S-8	5/22/09
10.25	SLM Corporation 2009-2012 Incentive Plan†	S-8	5/22/09
10.26	Confidential Agreement and Release of C.E. Andrews†	10-Q	8/5/09
10.27	Confidential Agreement and Release of Robert Autor†	10-Q	8/5/09
10.28	Amended and Restated Note Purchase and Security Agreement by and among
Bluemont Funding I, Bank of America, N.A., JPMorgan Chase Bank, N.A.,
Banc of America Securities LLC, J.P. Morgan Securities Inc.; The Bank
of New York Mellon Trust Company, National Association, Sallie Mae,
Inc. and certain other parties thereto	10-Q	8/5/09
10.29	Schedule of Contracts Substantially Identical to Exhibit 10.3 of the
Company’s Quarterly Report on Form 10-Q, filed on August 5, 2009 in all
Material Respects: Town Center Funding I LLC and Town Hall Funding I
LLC	10-Q	8/5/09
10.30	SLM Corporation Directors Equity Plan, Non-Employee Director Restricted
Stock Agreement 2009†	10-Q	11/5/09
10.31	SLM Corporation Directors Equity Plan, Non-Employee Director Stock
Option Agreement 2009†	10-Q	11/5/09
10.32	Confidential Agreement and Release of Barry Feierstein†	10-K	2/26/10
10.33	Amendment to Retainer Agreement Anthony Terracciano and SLM Corporation†	10-K	2/26/10
10.34	Affiliate Collateral Pledge and Security Agreement by and among SLM
Education Credit Finance Corporation, HICA Education Loan Corporation
and the Federal Home Loan Bank of Des Moines	10-K	2/26/10

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Exhibit — Number	Exhibit Description	Incorporated by Reference — Form	Filing Date
10.35	Advances, Pledge and Security Agreement between HICA Education Loan
Corporation and the Federal Home Loan Bank of Des Moines	10-K	2/26/10
10.36	Note Purchase and Security Agreement by and among Bluemont Funding 1, Bank
of America, N.A., JPMorgan Chase Bank, N.A., Banc of America Securities
LLC, J.P. Morgan Securities Inc., The Bank of New York Mellon Trust
Company, National Association and Sallie Mae, Inc. and certain other
parties thereto	10-K	2/26/10
10.37	Schedule of Contracts Substantially Identical to Exhibit 10.40 to the
Company’s Annual Report on Form 10-K, filed on February 26, 2010 in all
Material Respects: between Town Center Funding 1 LLC and Town Hall Funding
I LLC	10-K	2/26/10
10.38	SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement†	10-Q	5/6/10
10.39	SLM Corporation 2009-2012 Incentive Plan Performance Stock Award Term Sheet†	10-Q	5/6/10
10.40	Employment Agreement between Joseph DePaulo and the Company†	10-Q	5/6/10
10.41	Offer to Exchange Certain Outstanding Stock Options for Replacement Options	SC-TO-I	5/14/10
10.42	Offer to Exchange Certain Outstanding Stock Options for Replacement Options
— Final Amendments	SC-TO-I/A	6/10/10
10.43	Asset Purchase Agreement by and among The Student Loan Corporation;
Citibank, N.A., Citibank (South Dakota) National Association, SLC Student
Loan Receivables I, Inc., SLM Corporation, Bull Run 1 LLC, SLM Education
Credit Finance Corporation and Sallie Mae, Inc.	10-Q	11/8/10
10.44	Amendment to Retainer Agreement between Anthony P. Terracciano and the
Company, dated September 29, 2010†	10-K	2/28/11
10.45	SLM Corporation Executive Severance Plan for Senior Officers†	10-K	2/28/11
10.46	SLM Corporation Change in Control Severance Plan for Senior Officers†	10-K	2/28/11
10.47	Employment Agreement between Laurent C. Lutz and the Company†	10-K	2/28/11
10.48	Confidential Agreement and Release of John (Jack) Hewes†	10-K	2/28/11
10.49	Amendment to Stock Option and Restricted/Performance Stock Terms†	10-K	2/28/11
10.50	SLM Corporation 2009—2012 Incentive Plan Stock Option Agreement, Net
Settled, Time Vested Options — 2011†	10-K	2/28/11
10.51	SLM Corporation 2009—2012 Incentive Plan Restricted Stock and Restricted
Stock Unit Term Sheet Time Vested — 2011†	10-K	2/28/11
12.1	Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends*
21.1	List of Subsidiaries	10-K	2/28/11
23	Consent of PricewaterhouseCoopers LLP	10-K	2/28/11
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2003*
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2003*
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003*
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003*
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

†	Management Contract or Compensatory Plan or Arrangement
*	Filed herewith

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 12, 2011
By:	/s/ Jonathan C. Clark
	Jonathan C. Clark
	Executive Vice President and
Chief Financial Officer

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