SLM Corporation Announces $1 Billion Modified Dutch Auction Tender Offer for Outstanding Notes

SLM Corporation (NYSE:SLM), commonly known as Sallie Mae, today announced that it has commenced a cash tender offer that will be conducted as a modified "Dutch Auction” procedure in accordance with the terms and conditions set forth in the Offer to Purchase dated Sept. 1, 2009. The maximum aggregate principal amount to be purchased will be limited by a tender cap of $1 billion, and will be subject to the terms and conditions of the Offer to Purchase and the related Letter of Transmittal.

The notes subject to purchase and other information relating to the tender offer are listed in the table below.

The following is a summary of key terms of the tender offer:

• The total consideration payable under the tender offer per $1,000 principal amount of notes validly tendered and accepted for purchase by Sallie Mae will be determined based on a formula consisting of a base price (including the Early Participation Amount, as described below) equal to $910.00 for the LIBOR Floating Rate Medium Term Notes, Series A Due 2010 and $940.00 for the 4.50% Medium Term Notes, Series A Due 2010, plus a clearing premium not to exceed $40.00 per $1,000 principal amount as to either series of Notes.
• The clearing premium for both series of Notes will be the lowest single premium at which Sallie Mae will be able to accept tendered Notes in the aggregate principal amount of $1 billion with bid premiums equal to or less than the clearing premium. If the aggregate principal amount of Notes tendered at or below the clearing premium is more than $1 billion, then holders of the Notes tendered at the clearing premium will be subject to proration (rounded downward such that holders receive Notes in integral multiples of $1,000) as described in the Offer to Purchase. If on the Early Participation Date (defined below), the aggregate principal amount of Notes validly tendered (and not withdrawn) by Holders reaches the tender cap, then the company reserves the right, at its option, not to accept any additional Notes tendered by holders after the Early Participation Date.
• Notes tendered on or before 5 p.m. EDT on Sept. 15, 2009, unless extended by Sallie Mae (the Early Participation Date), will receive an early participation amount of $30.00 per $1,000 principal amount of Notes validly tendered (the Early Participation Amount). Notes tendered after the Early Participation Date will not be eligible to receive the Early Participation Amount.
• Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for payment in the tender offer from the last interest payment date to, but not including, the date on which the Notes are purchased (the Payment Date). The company currently expects the Payment Date to be Sept. 30, 2009.
• The tender offer is scheduled to expire at midnight EDT on Sept. 29, 2009, unless extended or earlier terminated by Sallie Mae.
• Tendered Notes may be withdrawn at any time on or prior to 5 p.m. EDT, on Sept. 15, 2009, unless extended by Sallie Mae (the Withdrawal Date). Notes tendered after the Withdrawal Date may not be withdrawn.

This announcement is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase any Notes. The tender offer is being made solely pursuant to the Offer to Purchase and related documents.

Sallie Mae has retained BofA Merrill Lynch and J.P. Morgan Securities Inc. to act as the dealer managers for the tender offer. D.F. King & Co., Inc. is the Information Agent and Depositary for the tender offer.

For additional information regarding the terms of the tender offer, please contact: BofA Merrill Lynch at 888/292-0070 (toll free) or 980/388-4603 (collect) and J.P. Morgan Securities Inc. at 866/834-4666 (toll free) or 212/834-3424 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to the Information Agent at the numbers provided below:

SLM Corporation (NYSE:SLM), commonly known as Sallie Mae, is the nation’s leading provider of saving, planning and paying for education programs. Through its subsidiaries, the company manages $188 billion in education loans and serves 10 million student and parent customers. Through its Upromise affiliates, the company also manages more than $19 billion in 529 college-savings plans, and is a major, private source of college funding contributions in America with 11 million members and more than $475 million in member rewards. Sallie Mae and its subsidiaries offer debt management services as well as business and technical products to a range of business clients, including higher education institutions, student loan guarantors and state and federal agencies. More information is available at www.salliemae.com. SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.