exv10w25






Exhibit (b) 10.25




Sallie Mae Deferred Compensation Plan for Key Employees

Restatement Effective January 1, 2009




ARTICLE 1. PURPOSE




Section 1.1. SLM Corporation (formerly named SLM Holding Corporation and USA Education,
Inc.) offers the Sallie Mae Deferred Compensation Plan for Key Employees (the “Plan”) to
certain key employees for the purpose of planning for retirement and other personal expenses
on a tax-favored basis. The Plan became effective January 1, 1998 and is hereby restated
effective January 1, 2009.



With respect to amounts deferred hereunder that are subject to Code Section 409A, as
amended, and any regulations and other official guidance issued thereunder (generally,
amounts deferred on and after January 1, 2005 and the earnings thereon), applicable
provisions of the Plan document shall be interpreted to permit the deferral of compensation
in accordance with Code Section 409A, and any provision that would conflict with such
requirements shall not be valid or enforceable. In addition, with respect to amounts
deferred hereunder that are not subject to Code Section 409A (“Grandfathered Funds”), it is
intended that the terms of the Plan in effect on October 3, 2004, and not Code Section 409A
and related official guidance, shall apply with respect to such Grandfathered Funds.




ARTICLE 2. DEFINITIONS




Section 2.1 The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:



Affiliate. “Affiliate” means any firm, partnership, or corporation that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with the Company, provided such Affiliate is designated as such by the
Committee. “Affiliate” also includes any other organization similarly related to the Company
that is designated as such by the Committee.



Beneficiary. “Beneficiary” means the person or persons designated as such in
accordance with Section 13.3.



Board. “Board” means the Board of Directors of SLM Corporation.



Bonus. “Bonus” means any performance-based compensation earned pursuant to the SLM
Corporation Incentive Plan, any successor plan to the SLM Corporation Incentive Plan, and
any other performance-based compensation designated by the Committee as eligible to be
deferred pursuant hereto.



Bonus Deferral. “Bonus Deferral” means that portion of Bonus which a Participant has
made an election to defer receipt of pursuant to the terms of this Plan.



Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.



Committee. “Committee” means the Sallie Mae Deferred Compensation Plan Committee.



Company. “Company” means SLM Corporation and any Affiliate, unless the Affiliate has
made an affirmative election not to adopt the Plan. A Company may revoke its participation
in the Plan at any time, but until such revocation, all the provisions of the Plan and
amendments thereto shall apply to the Eligible Employees of the Company. In the event a
Company revokes its participation in the Plan, the Plan shall be deemed terminated only with
respect to such Company.



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Disabled. Effective January 1, 2005, “Disabled” has the meaning giving in Code
Section 409A and the guidance issued thereunder.



Distribution Option. “Distribution Option” means one of the two distribution options
which are available under the Plan, consisting of the Retirement Distribution Option and the
In-Service Distribution Option, both described in Section 7.



Distribution Option Account. “Distribution Option Account” or “Account” means the
account or accounts established on behalf of a Participant, on the books of the Company,
pursuant to Section 5.1, which shall be comprised of a Retirement Distribution Account
and/or one or more In-Service Distribution Accounts.



Distribution Option Period. “Distribution Option Period” means, with respect to the
In-Service Distribution Account only, a period of five Plan Years for which an Eligible
Employee elects, in the Enrollment Agreement for the first such Plan Year, the time and
manner of payment of amounts credited to the Eligible Employee’s In-Service Distribution
Option Account for all Plan Years in the Distribution Option Period.



Earnings Crediting Options. “Earnings Crediting Options” means the deemed investment
options selected by the Participant from time to time pursuant to which deemed earnings are
credited to the Participant’s Distribution Option Account.



Eligible Employee. “Eligible Employee” means an Employee who is a member of the
group of selected management and/or highly compensated Employees of the Company and who is
designated by the Committee as eligible to participate in the Plan.



Employee. “Employee” means any individual employed by the Company, in accordance
with the personnel policies and practices of the Company, including citizens of the United
States employed outside of their home country and resident aliens employed in the United
States; provided, however, that to qualify as an “Employee” for purposes of the Plan, the
individual must be a member of a group of “key management or other highly compensated
employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement
Income Security Act of 1974, as amended.



End Termination Date. “End Termination Date” means the date of termination of a
Participant’s Service with the Company and its Affiliates and shall be determined without
reference to any compensation continuation arrangement or severance benefit arrangement that
may be applicable.



Enrollment Agreement. “Enrollment Agreement” means the authorization form, in form
and substance, satisfactory to the Committee, which an Eligible Employee files in order to
participate in the Plan.



Grandfathered Funds. “Grandfathered Funds” means amounts deferred hereunder before
January 1, 2005 (and the earnings credited thereon before, on or after January 1, 2005) for
which (i) the Participant had a legally binding right as of December 31, 2004, to be paid
the amount, and (ii) such right to the amount was earned and vested as of December 31, 2004
and was credited to the Participant’s Account balance hereunder.  



In-Service Distribution Account. “In-Service Distribution Account” means the account
maintained on behalf of a Participant for each Distribution Option Period to which Salary
and/or Bonus Deferrals are credited, pursuant to the In-Service Distribution Option.



In-Service Distribution Option. “In-Service Distribution Option” means the
Distribution Option, pursuant to which benefits are payable in accordance with Section 7.2.



Incentive Plan. “Incentive Plan” means the SLM Corporation Incentive Plan adopted by
the Company, including any amendments thereto and any plan adopted in substitution or
replacement thereof, pursuant to which bonuses will be determined for certain management
employees.



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Participant. “Participant” means an Eligible Employee who has filed a complete
Enrollment Agreement with the Committee or its designee, in accordance with the provisions
of Section 4, and who is making Salary and/or Bonus Deferrals into the Plan. In the event
that the Participant becomes incompetent, the term shall mean his personal representative or
guardian, who shall have the rights of a Participant, except the right to change the form
and timing of the commencement of benefits elected by the Participant on the Enrollment
Agreement. In the event of the death of a Participant, the term shall mean his Beneficiary,
who shall have the rights of a Participant, except the right to change the form and timing
of the commencement of benefits elected by the Participant on the Enrollment Agreement. An
individual shall remain a Participant until that individual has received full distribution
of any amount credited to the Participant’s Account.



Plan. “Plan” means this plan, called the Sallie Mae Deferred Compensation Plan for
Key Employees, as amended from time to time.



Plan Year. “Plan Year” means the 12-month period beginning on each January 1 and
ending on the following December 31.



Retirement Distribution Account. “Retirement Distribution Account” means the account
maintained on behalf of a Participant to which Salary and/or Bonus Deferrals and
Supplemental Company Contributions are credited, pursuant to the Retirement Distribution
Option.



Retirement Distribution Option. “Retirement Distribution Option” means the
Distribution Option, pursuant to which benefits are payable in accordance with Section 7.1.



Salary. “Salary” means the total amount of cash remuneration paid by the Company to
an Eligible Employee for any calendar year of employment as base salary and/or severance
payments, including the Participant’s contributions of Salary under this Plan, any elective
deferrals, as defined in section 402(g) of the Code, and any compensation contributed on
behalf of an Eligible Employee to any cafeteria plan, as defined in section 125 of the Code,
maintained by the Company or an Affiliate, but not taking into account any Company
contributions to a defined benefit plan or supplemental defined benefit plan, any fringe
benefits, moving and relocation expenses and other forms of welfare benefits.



Salary Deferral. “Salary Deferral” means that portion of Salary as to which a
Participant has made an annual election to defer receipt of, pursuant to the terms of this
Plan.



Sallie Mae. “Sallie Mae” means SLM Corporation 



Service. “Service” means the period of time during which an employment relationship
exists between an Employee and the Company, including any period during which the Employee
is on an approved leave of absence, whether paid or unpaid. “Service” also includes
employment with an Affiliate if an Employee transfers directly between the Company and the
Affiliate.



Specified Employee. “Specified Employee” means a person identified in accordance
with procedures adopted by the Committee that reflect the requirements of Code Section
409A(a)(2)(B)(i) and applicable guidance thereunder.



Supplemental Company Contributions. “Supplemental Company Contributions” means those
contributions made by the Company and credited to the Retirement Distribution Account of
certain Participants, pursuant to Section 4.4.



Termination of Employment. “Termination of Employment” or “Terminates Employment”
means a termination of employment or other separation from Service from the Company as
described in Code Section 409A and the regulations thereunder.



Valuation Date. “Valuation Date” means the last day of any Plan Year and any other
date selected by the Committee.



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ARTICLE 3. ADMINISTRATION OF THE PLAN AND DISCRETION




Section 3.1. The Committee shall have full power and authority to interpret the Plan, to
prescribe, amend and rescind any rules, forms and procedures as it deems necessary or
appropriate for the proper administration of the Plan, and to make any other determinations
and to take any other actions as it deems necessary or advisable in carrying out its duties
under the Plan. All action taken by the Committee arising out of, or in connection with, the
administration of the Plan or any rules adopted thereunder, shall, in each case lie within
its sole discretion, and shall be final, conclusive and binding upon any Company, the Board,
all Employees, all Beneficiaries of Employees and all persons and entities having an
interest therein. Notwithstanding any provision in this Plan to the contrary, the Committee
shall have no authority to take any action or make any decision which impacts solely on the
Plan benefits of the members of the Committee. In addition, no member of the Committee shall
have authority to take action or make any decision which impacts solely on the Plan benefits
of the member of the Committee.



Section 3.2. Members of the Committee shall serve without compensation for their services
unless otherwise determined by the Board. All expenses of administering the Plan shall be
paid by the Company.



Section 3.3. Sallie Mae shall indemnify and hold harmless each member of the Committee from
any and all claims, losses, damages, expenses (including counsel fees) and liability
(including any amounts paid in settlement of any claim or any other matter with the consent
of the Board) arising from any act or omission of such member, except when the same is due
to gross negligence or willful misconduct. Except as otherwise provided by law, no person
who is a member of the Committee or who is an employee, officer and/or director of the
Company, will incur any liability whatsoever on account of any matter connected with or
related to the Plan or the administration of the Plan, unless such person has acted in bad
faith, or has willfully neglected his duties, in respect of the Plan.



Section 3.4. Any decisions, actions or interpretations to be made under the Plan by the
Committee shall be made in its respective sole discretion, not as a fiduciary, and need not
be uniformly applied to similarly situated individuals and shall be final, binding and
conclusive on all persons interested in the Plan.



ARTICLE 4. PARTICIPATION




Section 4.1. Election to Participate: Salary Deferrals. Annually, all Eligible
Employees will be offered the opportunity to defer Salary to be earned in the following Plan
Year. Any Eligible Employee may enroll in the Plan, effective as of the first day of a Plan
Year, by filing a complete and fully executed Enrollment Agreement with Sallie Mae’s Human
Resources Department or a Plan administrator selected by Sallie Mae by a date established by
the Committee, but in no event later than the last day of the preceding Plan Year. Pursuant
to said Enrollment Agreement, the Eligible Employee shall elect (a) the percentage of Salary
to be deferred (pursuant to payroll reduction, and after required payroll taxes have been
deducted), such percentage to be stated as a whole number, and (b) the Distribution Option
applicable to such Salary Deferrals. A Participant shall allocate his or her Salary
Deferrals between the Distribution Options in increments of ten percent, provided, however,
that 100 percent of such deferrals may be allocated to one or the other of the Distribution
Options.



     The Committee may establish minimum or maximum amounts that may be deferred under this
Section and may change such standards from time to time. Any such limits shall be
communicated by Sallie Mae to the Eligible Employees prior to the commencement of a Plan
Year.



     Once a Participant files an Enrollment Agreement with respect to Salary to be earned in
the subsequent Plan Year, he may not change the percentage of Salary to be deferred or the
allocation of such deferrals between the Distribution Options. Notwithstanding the
foregoing, effective for Enrollment Agreements filed on and after December 1, 2007 and no
later than December 31, 2007, a Participant may change the allocation of deferrals between
the Distribution Options , provided that any such change complies with the timing
requirements of Sections 6.2 and 6.3 of the Plan.



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Section 4.2. Election to Participate: Bonus Deferrals. Annually, all Eligible
Employees will be offered the opportunity to defer Bonus earned in such Plan Year and
payable in the following Plan Year. Except as provided below with respect to Bonuses that
qualify as performance-based compensation under Code Section 409A, by December 31 of each
year or such other earlier date as the Committee may determine, each Participant may
authorize, by filing an Enrollment Agreement with the Company, to defer all or a portion of
his Bonus that would otherwise be payable for services performed in the twelve-month period
beginning on the January 1 immediately following such December 31. In the case of any Bonus
that is designated by the Company as a performance-based Bonus and which qualifies as
performance-based compensation under Code Section 409A and any guidance issued thereunder, a
Participant’s deferral election with respect to all or a portion of his or her Bonus must be
made, in accordance with Treasury Regulation §1.409A-2(a)(8), by filing an Enrollment
Agreement with the Company, no later than the date that is six months before the end of the
performance period related to such Bonus (which performance period shall be not less than 12
months) or such other earlier date designated by the Company. Pursuant to said Enrollment
Agreement, the Eligible Employee shall elect (a) the percentage of Bonus to be deferred
(pursuant to payroll reduction, and after required payroll taxes have been deducted), such
percentage to be stated as a whole number, and (b) the Distribution Option applicable to
such Bonus Deferrals. A Participant shall allocate his or her Bonus Deferrals between the
Distribution Options in increments of ten percent, provided, however, that 100 percent of
such deferrals may be allocated to one or the other of the Distribution Options.



     The Committee may establish minimum or maximum amounts that may be deferred under this
Section and may change such standards from time to time. Any such limits shall be
communicated by Sallie Mae to the Eligible Employees prior to the commencement of a Plan
Year.



     Once a Participant files an Enrollment Agreement with respect to Bonus earned in the
Plan Year, he may not change the percentage of Bonus to be deferred or the allocation of
such deferrals between the Distribution Options. Notwithstanding the foregoing, effective
for Enrollment Agreements filed on and after December 1, 2007 and no later than December 31,
2007, a Participant may change the allocation of such deferrals between the Distribution
Options, provided that any such change complies with the timing requirements of Sections 6.2
and 6.3 of the Plan.



Section 4.3. Newly Eligible Employees. The Committee may, in its discretion, permit
Employees who first become Eligible Employees after the beginning of a Plan Year to enroll
in the Plan for that Plan Year by filing a complete and fully executed Enrollment Agreement,
in accordance with Sections 4.1 and 4.2, as soon as practicable following the date the
Employee becomes an Eligible Employee but, in no event later than 30 days after such date.
Any election by an Eligible Employee, pursuant to this Section, to defer Salary shall apply
only to such amounts as are earned by the Eligible Employee after the date on which such
Enrollment Agreement is filed. Notwithstanding anything in this Section to the contrary, a
newly Eligible Employee shall not be eligible to elect to defer any Bonus earned in the Plan
Year in which he first becomes an Eligible Employee, if he becomes an Eligible Employee
after June 30 of the Plan Year.



Section 4.4. Supplemental Company Contributions. The Company may make a Supplemental
Company Contribution, if necessary, to make up for any contributions under Sallie Mae 401(k)
plans that a Participant would have received in such plans if he had not elected to make
Salary Deferrals or Bonus Deferrals pursuant to the terms of this Plan. Any Supplemental
Company Contribution shall be credited to the Retirement Distribution Account.



Section 4.5. Transfers from Other Plans of Deferred Compensation. The Company may
credit an Eligible Employee with an amount under this Plan equal to the amount credited
under a prior plan of deferred compensation maintained by the Company or its predecessor on
behalf of a selected group of management and highly compensated employees. Any such amount
shall be credited to the Retirement Distribution Account.


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ARTICLE 5. DISTRIBUTION OPTION ACCOUNTS



Section 5.1. Distribution Option Accounts. The Committee shall establish on its
books a hypothetical account for a Participant. This account shall be referred to as the
Distribution Option Account. Each Distribution Option Account shall be comprised of one or
more sub-accounts. One sub-account shall be referred to as the Retirement Distribution
Account. Generally, the distribution of amounts credited to the Retirement Distribution
Account shall be subject to Section 7.1. The other sub-accounts shall be referred to as
In-Service Distribution Accounts. One In-Service Distribution Account shall be established
for each five-year Distribution Option Period. Supplemental Company Contributions, when
credited, are credited only to the Retirement Distribution Account.



Section 5.2. Earnings on Distribution Option Accounts. A Participant’s Distribution
Option Account shall be credited with earnings in accordance with the Earnings Crediting
Options, elected by the Participant from time to time, until such Account is fully
distributed. Participants may allocate their Retirement Distribution Account and/or each of
their In-Service Distribution Accounts among the Earnings Crediting Options available under
the Plan only in accordance with rules and procedures adopted by the Committee. The deemed
rate of return, positive or negative, credited under each Earnings Crediting Option is based
upon the actual investment performance of such Earnings Crediting Option, and shall equal
the total return of such Earnings Crediting Option, net of asset based charges, including,
without limitation, money management fees, fund expenses and mortality and expense risk
insurance contract charges. The Company reserves the right, on a prospective basis, to add
or delete Earnings Crediting Options.



Section 5.3. Earnings Crediting Options. Notwithstanding that the rates of return
credited to Participants’ Distribution Option Accounts under the Earnings Crediting Options
are based upon the actual performance of the Earnings Crediting Options, the Company shall
not be obligated to invest any Salary or Bonus Deferrals, Supplemental Company
Contributions, or any other amounts, in such Earnings Crediting Options.



Section 5.4. Changes in Earnings Crediting Options. Subject to limitations set
forth in Section 12, a Participant may change the Earnings Crediting Options to which his
Distribution Option Account is deemed to be allocated with whatever frequency is determined
by the Committee, which shall not be less than four times per Plan Year. Each such change
may include (a) reallocation of the Participant’s existing Retirement Distribution Account
and In-Service Distribution Accounts among the Earnings Crediting Options, and/or (b)
reallocation of Earnings Crediting Options with respect to amounts to be credited to the
Participant’s Account in the future, as the Participant may elect. Any such change must be
in accordance with the rules and procedures adopted by the Committee.



Section 5.5. Valuation of Accounts. The value of a Participant’s Distribution Option
Account as of any Valuation Date shall equal the amounts theretofore credited to such
Account, including any earnings (positive or negative) deemed to be earned on such Account
in accordance with Section 5.2 through the Valuation Date preceding such date, less the
amounts therefore deducted from such Account.



Section 5.6. Statement of Accounts. The Committee shall provide to each Participant,
not less frequently than annually, a statement in such form as the Committee deems desirable
setting forth the balance standing to the credit of each Participant in each of his
Distribution Option Account.



Section 5.7. Distribution from Accounts. The Participant’s Distribution Option
Account shall be reduced by the amount of payments made by the Company to the Participant or
the Participant’s Beneficiary pursuant to this Plan. Any distribution made to or on behalf
of a Participant from his Distribution Option Account in an amount which is less than the
entire balance of any such Account shall be made pro rata from each of the Earnings
Crediting Options to which such Account is then allocated.



ARTICLE 6. DISTRIBUTION OPTIONS




Section 6.1. Election of Distribution Option. In the first Enrollment Agreement
filed with the Committee, an Eligible Employee shall elect the time and manner of payment
pursuant to which the Eligible Employee’s Distribution Option Account will be paid. The
Eligible Employee may elect that deferrals be paid either in accordance with the Retirement
Distribution Option, or the In-Service Distribution Option.



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Any deferrals to be paid in accordance with the Retirement Distribution Option shall be
maintained in the Retirement Distribution Account. Any deferrals to be paid in accordance
with the In-Service Distribution Option shall be maintained in an In-Service Distribution
Account, one such In-Service Distribution Option being established for each Distribution
Option Period.



Section 6.2. Retirement Distribution Option. Initial elections as to time and
manner of payment for a Retirement Distribution Account shall be applicable to all amounts
in the Retirement Distribution Account. An election to change the time and manner of
payment of amounts deferred into the Retirement Distribution Account: 1) must delay
distribution of such amount for at least 5 years beyond the original distribution date; 2)
must be made at least 12 months before the original distribution date; and 3) will not be
effective until 12 months after the Participant makes the new election. Notwithstanding the
foregoing, and in accordance Code Section 409A and any guidance issued thereunder, (I) a
Participant may make an election to change the time and manner of payment of amounts subject
to Code Section 409A on or before December 31, 2006, provided that the change in election
(1) is for amounts not otherwise payable in 2006, and (2) does not cause an amount to be
paid from a Participant’s Distribution Option Account in 2006; and (II) a Participant may
make an election to change the time and manner of payment of amounts subject to Code Section
409A on or before December 31, 2007, provided that if any such election is made during the
calendar year ending on December 31, 2007, the change in election (1) is for amounts not
otherwise payable in 2007, and (2) does not cause an amount to be paid from a Participant’s
Distribution Option Account in 2007. Once a Participant Terminates Employment, he may not
change his election with respect to the timing and manner of payment of his Retirement
Distribution Account. Notwithstanding the foregoing, effective January 1, 2010, a
Participant who Terminates Employment may change his election with respect to the timing and
manner of payment of his Retirement Distribution Account but only in accordance with the
requirements described in this Section 6.2.



Section 6.3. In-Service Distribution Option. The time and manner of payment elected
with respect to an In-Service Distribution Account must be elected on the Enrollment
Agreement at the time Salary or Bonus Deferrals are first directed into the In-Service
Distribution Account. The election of the time and manner of payment will be applicable to
all amounts in the In-Service Distribution Account and cannot be changed until the
Distribution Option Period has terminated and a new Distribution Option Period has begun, at
which time, a new In-Service Distribution Account shall be established for future deferrals.
An election to change the time and manner of payment of amounts deferred into the
In-Service Distribution Account: 1) must delay distribution of such amount for at least 5
years beyond the original distribution date; 2) must be made at least 12 months before the
original distribution date; and 3) will not be effective until 12 months after the
Participant makes the new election. Notwithstanding the foregoing, and in accordance Code
Section 409A and any guidance issued thereunder, (I) a Participant may make an election to
change the time and manner of payment of amounts subject to Code Section 409A on or before
December 31, 2006, provided that the change in election (1) is for amounts not otherwise
payable in 2006, and (2) does not cause an amount to be paid from a Participant’s
Distribution Option Account in 2006; and (II) a Participant may make an election to change
the time and manner of payment of amounts subject to Code Section 409A on or before December
31, 2007, provided that if any such election is made during the calendar year ending on
December 31, 2007, the change in election (1) is for amounts not otherwise payable in 2007,
and (2) does not cause an amount to be paid from a Participant’s Distribution Option Account
in 2007.



     Amounts credited to the In-Service Distribution Account must remain in the In-Service
Distribution Account for at least two years. In the event a Participant’s In-Service
Distribution Account includes amounts deferred within two years of the date on which the
Participant has elected a distribution of his In-Service Distribution Account, deferrals in
an amount equal to the deferrals made within the prior two-year period, measured from the
date of distribution, and earnings attributable to such amounts, shall remain credited to
the In-Service Distribution Account until all such deferrals have been credited to the Plan
for two years, at which time, they shall be distributable as soon as administratively
feasible in accordance with the Participant’s election. Notwithstanding the foregoing,
effective December 1, 2007, the two-year distribution restriction described herein shall not
apply with respect to any distribution election made by a Participant during the calendar
year ending on December 31, 2007 and that is made in accordance with the special election
rules described above.



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ARTICLE 7. DISTRIBUTION OF BENEFITS TO PARTICIPANTS




Section 7.1. Benefits Under the Retirement Distribution Option. Benefits under the
Retirement Distribution Option shall be paid to a Participant as follows. The Participant’s
Retirement Distribution Account shall be distributed in one of the following methods, as
elected by the Participant in accordance with Section 6.2: (i) in a lump sum, (ii) in
annual installments, or (iii) in accordance with any formula elected by the Participant that
is mathematically derived and is acceptable to Sallie Mae’s Human Resources Department
or a Plan administrator selected by Sallie Mae; except that amounts deemed to be
allocated to Sallie Mae stock as an Earnings Crediting Option shall be made in a lump sum in
Sallie Mae stock as provided in Section 12. A Participant’s Retirement Distribution Account
must be distributed in full before the end of the fortieth year following the year in which
the Participant Terminates Employment.



     Except as provided in Section 12.1, the Participant’s Retirement Distribution Account
shall be distributed as elected by the Participant in accordance with Section 6.2: (1) 12
months following Termination of Employment, or (2) January 31st of the year
following the year in which the Participant attains a stated age, as elected by the
Participant and at least 12 months following Termination of Employment. Notwithstanding the
foregoing, any distribution of amounts in excess of Grandfathered Funds made to a Specified
Employee as a result of the Specified Employee’s separation from Service may not be made
earlier than the first day of the seventh month following the Specified Employee’s date of
separation from Service.



     A lump sum benefit shall equal the value of the Retirement Distribution Account as of
the Valuation Date immediately preceding the date of payment. The first annual installment
payment shall equal (i) the value of such Retirement Distribution Account as of the
Valuation Date immediately preceding the date of payment, divided by (ii) the number of
annual installment payments elected by the Participant in the Enrollment Agreement, pursuant
to which such Retirement Distribution Account was established. The remaining annual
installments shall equal (i) the value of such Retirement Distribution Account as of the
Valuation Date immediately preceding Plan Year divided by (ii) the number of installments
remaining.



     Notwithstanding the foregoing, effective December 1, 2007, if in the event a
Participant (other than a Specified Employee) makes an election during the calendar year
ending on December 31, 2007 to receive his Retirement Distribution Account, in accordance
with the special election rules under Section 6.2 and Code Section 409A, such Retirement
Distribution Account shall be paid to the Participant in accordance with this Section 7.1,
but not earlier than March 1, 2008. A Participant who is a Specified Employee and makes an
election during the calendar year ending on December 31, 2007 to receive his In-Service
Distribution Account, in accordance with the special election rules under Section 6.2 and
Code Section 409A, shall receive his Retirement Distribution Account in accordance with this
Section 7.1, but not earlier than July 1, 2008.



     With respect to Grandfathered Funds, a Participant may accelerate the distribution of
his Retirement Distribution Account balance upon the occurrence of a Change in Control.
With respect to amounts in excess of Grandfathered Funds, a Participant’s Retirement
Distribution Account balance shall become immediately due and payable upon the occurrence of
a Change in Control only if the Change in Control satisfies the requirements of Code Section
409A(a)(2)(A)(v) (and the guidance issued thereunder). For purposes of this Section 7.1, a
Change in Control means a change in the ownership or effective control of the Corporation or
in the ownership of a substantial portion of the assets of the Corporation, as determined in
accordance with the requirements of Code Section 409A.



Section 7.2. Benefits Under the ln-Service Distribution Option. Benefits under the
In-Service Distribution Option shall be paid to a Participant as follows:



     (a) In-Service Distributions. In the case of a Participant who continues in
Service with the Company, the Participant’s In-Service Distribution Account for any
Distribution Option Period shall be paid to the Participant between January 1 and
January 31 of the Plan Year elected by the Participant in the Enrollment Agreement
pursuant to which such In-Service Distribution Account


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was established, in one lump sum or in annual installments payable over 2, 3,
4, or 5 years. Any lump sum benefit payable in accordance with this paragraph shall
be paid between January 1 and January 31 of the Plan Year elected by the Participant
in accordance with Section 6.3, in an amount equal to the value of such In-Service
Distribution Account as of the Valuation Date immediately preceding the date of
payment. Annual installment payments, if any, shall commence between January 1 and
January 31 of the Plan Year as elected by the Participant in accordance with Section
6.3, in an amount equal to (i) the value of such In-Service Distribution Account as
of the Valuation Date immediately preceding the date of payment, divided by (ii) the
number of annual installment payments elected by the Participant in the Enrollment
Agreement pursuant to which such In-Service Distribution Account was established.
The remaining annual installments shall be paid between January 1, and January 31
of each succeeding year in an amount equal to (i) the value of such In-Service
Distribution Account as of the Valuation Date immediately preceding Plan Year
divided by (ii) the number of installments remaining. Notwithstanding the
foregoing, effective December 1, 2007, if in the event a Participant (other than a
Specified Employee) makes an election during the calendar year ending on December
31, 2007 to receive his In-Service Distribution Account, in accordance with the
special election rules under Section 6.3 and Code Section 409A, such In-Service
Distribution Account shall be paid to the Participant in accordance with this
Section 7.2, but not earlier than March 1, 2008. A Participant who is a Specified
Employee and makes an election during the calendar year ending on December 31, 2007
to receive his In-Service Distribution Account, in accordance with the special
election rules under Section 6.3 and Code Section 409A, shall receive his In-Service
Distribution Account in accordance with this Section 7.2, but not earlier than July
1, 2008.



     (b) A Participant may also elect on the Enrollment Agreement to have his
In-Service Distribution Account paid in the form of a lump sum if he should
Terminate Employment prior to his Retirement. With regard to amounts deferred into
an In-Service Distribution Account constituting Grandfathered Funds, such lump sum
will be distributed in Sallie Mae stock no later than 60 days following termination
of Service for Participants who are Executive Officers for purposes of proxy
disclosure. For other Participants, such lump sum will be distributed as soon as
administratively feasible following the date that is 12 months from the End
Termination Date and such an election shall be subject to the provisions of Section
6.3. Notwithstanding the foregoing, any distribution made to a Specified Employee
as a result of the Specified Employee’s separation from Service may not be made
earlier than the first day of the seventh month following the Specified Employee’s
date of separation from Service.



     (c) With respect to Grandfathered Funds, a Participant may accelerate the
distribution of his In-Service Distribution Account balance upon the occurrence of a
Change in Control. With respect to amounts in excess of Grandfathered Funds, a
Participant’s In-Service Distribution Account balance shall become immediately due
and payable upon the occurrence of a Change in Control only if the Change in Control
satisfies the requirements of Code Section 409A(a)(2)(A)(v) (and the guidance issued
thereunder). For purposes of this Section 7.2(c), a Change in Control means a
change in the ownership or effective control of the Corporation or in the ownership
of a substantial portion of the assets of the Corporation, as determined in
accordance with the requirements of Code Section 409A.



ARTICLE 8. DISABILITY




Section 8.1. In the event a Participant becomes Disabled, the Participant’s right to make
any further deferrals under this Plan shall terminate. The Participant’s Retirement
Distribution Account, if any, shall be distributed to the Participant in accordance with
Section 7.1. The Participant’s In-Service Distribution Accounts, if any, will be
distributed to the Participant in accordance with Section 7.2(a), without regard to the fact
that the Participant became Disabled.



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ARTICLE 9. SURVIVOR BENEFITS




Section 9.1. Death of Participant Prior to the Commencement of Benefits. In the
event of a Participant’s death prior to the commencement of benefits in accordance with
Section 7, benefits shall be paid to the Participant’s Beneficiary, as determined under
Section 13.3, pursuant to Section 9.2 or 9.3, whichever is applicable, in lieu of any
benefits otherwise payable under the Plan to or on behalf of such Participant. The
Participant’s Beneficiary shall be treated as the Participant for purposes of the Plan and
shall have the authority to elect the Earnings Crediting Options in the same manner as the
Participant. In addition, the Beneficiary may elect to receive an accelerated distribution,
pursuant to Section 11, or an Emergency Benefit, pursuant to Section 10. However, the
Beneficiary shall not be entitled to change the form and timing of distribution as elected
on the Enrollment Agreement.



     Notwithstanding any provisions in this Section 9 to the contrary, in the event there is
no designated Beneficiary, or the Beneficiary has predeceased the Participant, the
Participant’s Distribution Option Account shall be distributed to the Participant’s estate
in the form of a lump sum as soon as administratively feasible following the Participant’s
death.



Section 9.2. Survivor Benefits Under the Retirement Distribution Option. A
Participant may elect on the Enrollment Agreement the time and manner of payment of his
Retirement Distribution Account in the event he dies prior to the commencement of
distributions from such Retirement Distribution Account pursuant to Section 7.1. The
Participant may elect that his Retirement Distribution Account be paid to his Beneficiary
(a) in a lump sum as soon as practicable following the Participant’s death, or (b) in the
form, and at the time, that the Retirement Distribution Account would have been payable to
the Participant. The amount of any lump sum benefit payable in accordance with this Section
shall equal the value of such Retirement Distribution Account as of the Valuation Date
immediately preceding the date on which such benefit is paid. The amount of any annual
installment benefit payable in accordance with this Section shall equal (a) the value of
such Retirement Distribution Account as of the Valuation Date immediately preceding the date
on which such installment is paid, divided by (b) the number of annual installments
remaining to be paid pursuant to the election of the Participant.



Section 9.3. Survivor Benefits Under the In-Service Distribution Option. A
Participant may elect on the Enrollment Agreement the time and manner of payment of his
In-Service Distribution Account in the event he dies prior to the commencement of
distributions from such In-Service Distribution Account pursuant to Section 7.2. The
Participant may elect that his In-Service Distribution Account be paid to his Beneficiary
(a) in a lump sum as soon as practicable following the Participant’s death, or (b) in the
form, and at the time, that the In-Service Distribution Account would have been payable to
the Participant. The amount of any lump sum benefit payable in accordance with this Section
shall equal the value of such Retirement Distribution Account as of the Valuation Date
immediately preceding the date on which such benefit is paid. The amount of any annual
installment benefit payable in accordance with this Section shall equal (a) the value of
such Retirement Distribution Account as of the Valuation Date immediately preceding the date
on which such installment is paid, divided by (b) the number of annual installments
remaining to be paid pursuant to the election of the Participant.



Section 9.4. Death of Participant After Benefits Have Commenced. In the event a
Participant dies after annual installments from his Distribution Option Account have
commenced, but before the entire balance of such Account has been paid, any remaining
installments shall continue to be paid to the Participant’s Beneficiary, as determined under
Section 13.3, at such times and in such amounts as they would have been paid to the
Participant had he survived.



ARTICLE 10. EMERGENCY BENEFIT




Section 10.1. In the event that the Committee, upon written request of a Participant,
determines, in its sole discretion, that the Participant has suffered an unforeseeable
financial emergency, the Company shall pay to the Participant from the vested portion of his
Distribution Option Account, as soon as practicable following such determination, an amount
necessary to meet the emergency, after deduction of any and all taxes as may be required
pursuant to Section 13.9 (the “Emergency Benefit”), and after taking into account the extent
to which such hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the extent the
liquidation of such


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assets would not itself cause severe financial hardship). Effective for all determinations
made on and after January 1, 2005, an unforeseeable financial emergency means a severe
financial hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, the Participant’s beneficiary, or of a Participant’s
dependent (as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2),
and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by insurance, for example,
not as a result of a natural disaster); or similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. Examples
of events that may constitute an unforeseeable financial emergency include the imminent
foreclosure of or eviction from the Participant’s primary residence; the need to pay for
medical expenses, including non-refundable deductibles, as well as for the costs of
prescription drug medication; and the need to pay for the funeral expenses of the
Participant’s spouse, the Participant’s beneficiary, or the Participant’s dependent (as
defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and
(d)(1)(B)). Whether a Participant is faced with an unforeseeable financial emergency will
be determined based on the relevant facts and circumstances of each case, but, in any case,
a distribution on account of an unforeseeable financial emergency may not be made to the
extent that such emergency is or may be relieved: (i) through reimbursement or compensation
by available insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not itself cause severe financial hardship or
(iii) by cessation of deferrals under the Plan. Emergency Benefits shall be paid first from
the Participant’s In-Service Distribution Accounts, if any, in the order in which such
Accounts would otherwise be distributed to the Participant. If the distribution exhausts the
In-Service Accounts, the Retirement Distribution Account may be accessed. With respect to
that portion of any Distribution Option Account which is distributed to a Participant as an
Emergency Benefit in accordance with this Section, no further benefit shall be payable to
the Participant under this Plan. Notwithstanding anything in this Plan to the contrary, a
Participant who receives an Emergency Benefit in any Plan Year shall not be entitled to make
any further Salary or Bonus Deferrals for the remainder of such Plan Year.



The amount available for distribution of amounts deferred under the Plan not constituting
Grandfathered Funds on account of an unforeseeable financial emergency shall be limited to
the amount reasonably necessary to satisfy the emergency need (which may include amounts
necessary to pay any Federal, state, local, or foreign income taxes or penalties reasonably
anticipated to result from the distribution), and shall be determined in accordance with
Code Section 409A and the regulations thereunder. In all events, distributions due to an
unforeseeable financial emergency shall be made solely in accordance with the provisions of
Code Section 409A and related official guidance.



ARTICLE 11. ACCELERATED DISTRIBUTION FOR AMOUNTS DEFERRED BEFORE JANUARY 1,

2005




Section 11.1. Availability of Withdrawal prior to the Commencement of Distributions.
With regard to Grandfathered Funds deferred into a Participant’s Distribution Option
Account, upon the Participant’s written election, the Participant may elect to withdraw all
or a portion of the amounts at any time prior to the time such Distribution Option Account
is otherwise payable under the Plan, provided the conditions specified in Sections 11.3,
11.4, and 11.5 are satisfied. However, no amount may be distributed from deferrals, and
earnings attributable to such deferrals, that have been credited to the Plan less than two
years. Amounts in excess of Grandfathered Funds that are deferred into a Participant’s
Distribution Option Account and earnings credited to such amounts may not be withdrawn under
Article 11.



Section 11.2. Acceleration of Periodic Distributions. Upon the Participant’s
written election, the Participant or Participant’s Beneficiary who is receiving installment
payments under the Plan may elect to have all or a percentage of the remaining installments
that are attributable to Grandfathered Funds credited to the Participant’s Distribution
Option Account distributed in the form of an immediately payable lump sum, provided the
condition specified in Sections 11.3, 11.4 and 11.5 are satisfied.



Section 11.3. Forfeiture Penalty. In the event of a withdrawal pursuant to Section
11.1, or an accelerated distribution pursuant to Section 11.2, the Participant shall forfeit
from the sub-account of his Distribution Option Account from which the withdrawal is made an
amount equal to 10% of the amount of the


11









 






withdrawal or accelerated distribution, as the case may be. The forfeited amount shall be
deducted from the applicable sub-account prior to giving effect to the requested withdrawal
or acceleration. The Participant and the Participant’s Beneficiary shall not have any right
or claim to the forfeited amount, and the Company shall have no obligation whatsoever to the
Participant, the Participant’s Beneficiary or any other person with regard to the forfeited
amount.



Section 11.4. Minimum Withdrawal. In no event shall the amount withdrawn in
accordance with Section 11.1 or 11.2 be less than 25% of the amount credited to the
Participant’s Distribution Option Account immediately prior to the withdrawal.



Section 11.5. Suspension from Deferrals. In the event of a withdrawal pursuant to
Section 11.1 or 11.2, a Participant who is otherwise eligible to make deferrals under
Section 4 shall be prohibited from making any deferrals with respect to the Plan Year
immediately following the Plan Year during which the withdrawal is made, and any election
previously made by the Participant with respect to deferrals for the Plan Year of the
withdrawal shall be void and of no effect with respect to subsequent Salary and Bonus
Deferrals for such Plan Year.



ARTICLE 12. EARNINGS CREDITING OPTION BASED ON COMPANY STOCK




Section 12.1. Insiders. Effective February 1, 2001 and notwithstanding any other
provision of the Plan, elections by “Insiders” (Participants who, as of February 1, 2001,
and at any time subsequent to February 1, 2001, are considered by the Company to be subject
to Section 16b of the Securities Exchange Act of 1934) to have their Distribution Option
Account deemed to be invested in Company stock may not be changed for the entire period of
time that the Distribution Option Account is maintained. With regard to Grandfathered
Funds, any portion of an Insider’s Distribution Option Account deemed to be invested in
Company stock shall be distributed in a lump sum, in the form of Company stock within 60
days of separation from Service. With regard to amounts in excess of Grandfathered Funds
and earnings credited to such amounts, any portion of an Insider’s Distribution Option
Account deemed to be invested in Company stock shall be distributed in a lump sum, in the
form of Company stock at least 12 months following Termination of Employment.
Notwithstanding the foregoing, effective January 1, 2010, with regard to amounts in excess
of Grandfathered Funds and earnings credited to such amounts, any portion of an Insider’s
Distribution Option Account deemed to be invested in Company stock shall be distributed in a
lump sum, in the form of Company stock at least 6 months following Termination of
Employment.



Section 12.2. Designated Key Employees, Including Vice Presidents and Above.
Notwithstanding any other provision of the Plan, effective: 1) as of September 1, 2002; and
2) for Participants who, as of September 1, 2002 and at any time subsequent to September 1,
2002, are or become a Designated Key Employee, Vice President or above — any portion of
such a Participant’s Distribution Option Account deemed to be invested in Company stock may
not be changed to another investment option for the entire period of time that the
Distribution Option Account is maintained and shall be distributed in the form of Company
stock. A Designated Key Employee is an employee who meets the definition of a “key
employee” under Code Section 416(i) (without regard to paragraph 5 thereof).



ARTICLE 13. MISCELLANEOUS




Section 13.1. Amendment and Termination. The Plan may be amended, suspended,
discontinued or terminated at any time by the Committee; provided, however, that no such
amendment, suspension, discontinuance or termination shall reduce or in any manner adversely
affect the rights of any Participant with respect to benefits that are payable or may become
payable under the Plan based upon the balance of the Participant’s Accounts as of the
effective date of such amendment, suspension, discontinuance or termination.
Notwithstanding the foregoing, in no event shall any amendment, modification or termination
be made in a manner that is inconsistent with the requirements under Code Section 409A, nor
shall any amendment, modification or other act or exercise be effective which involves an
unintentional material modification (within the meaning of Code Section 409A and any
guidance issued thereunder) with respect to Grandfathered Funds.



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Section 13.2. Claims Procedure.



(a) Claim



     A person who believes that he is being denied a benefit to which he is entitled under
the Plan (hereinafter referred to as a “Claimant”) may file a written request for such
benefit with the Plan Administrator, setting forth the claim.



(b) Claim Decision



     Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply
will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within
such period. The Plan Administrator may, however, extend the reply period for an additional
ninety (90) days for reasonable cause.



     If the claim is denied in whole or in part, the Claimant shall be provided a written
opinion, using language calculated to be understood by the Claimant, setting forth:




	 	(1)	 	The specific reason or reasons for such denial:

	 
	 	(2)	 	The specific reference to pertinent provisions
of this Agreement on which such denial is based;

	 
	 	(3)	 	A description of any additional material or information necessary for
the Claimant to perfect his claim and an explanation why such material or
such information is necessary; and

	 
	 	(4)	 	Appropriate information as to the steps to be taken if the Claimant
wishes to submit the claim for review.






(c) Request for Review



     Within sixty (60) days after the receipt by the Claimant of the written opinion
described above, the Claimant may request in writing that the Committee review the
determination of the Plan Administrator. The Claimant or his duly authorized representative
may, but need not, review the pertinent documents and submit issues and comment in writing
for consideration by the Committee. If the Claimant does not request a review of the initial
determination within such sixty (60) day period, the Claimant shall be barred and estopped
from challenging the determination.



(d) Review of Decision



     Within sixty (60) days after the Committee’s receipt of a request for review, it will
review the initial determination. After considering all materials presented by the Claimant,
the Committee will render a written opinion, written in a manner calculated to be understood
by the Claimant, setting forth the specific reasons for the decision and containing specific
references to the pertinent provisions of this Agreement on which the decision is based. If
special circumstances require that the sixty (60) day time period be extended, the Committee
will so notify the Claimant and will render the decision as soon as possible, but no later
than one hundred twenty (120) days after receipt of the request for review.



Section 13.3. Designation of Beneficiary. Each Participant may designate a
Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural
person) to receive any payments which may be made following the Participant’s death. Such
designation may be changed or canceled at any time without the consent of any such
Beneficiary. Any such designation, change or cancellation must be made in a form approved by
the Committee and shall not be effective until received by the Committee, or its designee.
If no Beneficiary has been named, or the designated Beneficiary or Beneficiaries shall have
predeceased the Participant, the Beneficiary shall be the Participant’s estate. If a
Participant designates more than one


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Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the
Participant has specifically designated otherwise.



Section 13.4. Limitation of Participant’s Right. Nothing in this Plan shall be
construed as conferring upon any Participant any right to continue in the employment of the
Company, nor shall it interfere with the rights of the Company to terminate the employment
of any Participant and/or to take any personnel action affecting any Participant without
regard to the effect which such action may have upon such Participant as a recipient or
prospective recipient of benefits under the Plan. Any amounts payable hereunder shall not be
deemed salary or other Salary to a Participant for the purposes of computing benefits to
which the Participant may be entitled under any other arrangement established by the Company
for the benefit of its employees.



Section 13.5. No Limitation on Company Actions. Nothing contained in the Plan shall
be construed to prevent the Company from taking any action which is deemed by it to be
appropriate or in its best interest. No Participant, Beneficiary, or other person shall have
any claim against the Company as a result of such action.



Section 13.6. Obligations to Company. If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the Participant has outstanding
any debt, obligation, or other liability representing an amount owing to the Company, then
the Company may offset such amount owed to it against the amount of benefits otherwise
distributable, to the extent permissible under State law. Such determination shall be made
by the Committee.



Section 13.7. Nonalienation of Benefits. Except as expressly provided herein, no
Participant or Beneficiary shall have the power or right to transfer (otherwise than by will
or the laws of descent and distribution), alienate, or otherwise encumber the Participant’s
interest under the Plan, except pursuant to a domestic relations order that would qualify as
a Qualified Domestic Relations Order under section 414(p) of the Code. The Company’s
obligations under this Plan may not be assigned or transferred except to (a) any corporation
or partnership which acquires all or substantially all of the Company’s assets or (b) any
corporation or partnership into which the Company may be merged or consolidated. The
provisions of the Plan shall inure to the benefit of each Participant and the Participant’s
Beneficiaries, heirs, executors, administrators or successors in interest.



Section 13.8. Protective Provisions. Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order to
facilitate the payment of benefits hereunder, taking such physical examinations (for
insurance purposes) as the Company may deem necessary and taking such other relevant action
as may be requested by the Company. If a Participant refuses to cooperate, the Company shall
have no further obligation to the Participant under the Plan, other than payment to such
Participant of the then current balance of the Participant’s Distribution Option Accounts in
accordance with his prior elections.



Section 13.9. Withholding Taxes. Subject to the requirements of Code Section 409A
and any guidance issued thereunder, the Company may make such provisions and take such
action as it may deem necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation of any governmental authority, whether Federal,
state or local, to withhold in connection with any benefits under the Plan, including, but
not limited to, the withholding of appropriate sums from any amount otherwise payable to the
Participant (or his Beneficiary). Each Participant, however, shall be responsible for the
payment of all individual tax liabilities relating to any such benefits.



Section 13.10. Unfunded Status of Plan. The Plan is intended to constitute an
“unfunded” plan of deferred Salary for Participants. Benefits payable hereunder shall be
payable out of the general assets of the Company, and no segregation of any assets
whatsoever for such benefits shall be made. Notwithstanding any segregation of assets or
transfer to a grantor trust, with respect to any payments not yet made to a Participant,
nothing contained herein shall give any such Participant any rights to assets that are
greater than those of a general creditor of the Company.



14









 








Section 13.11. Severability. If any provision of this Plan is held unenforceable,
the remainder of the Plan shall continue in full force and effect without regard to such
unenforceable provision and shall be applied as though the unenforceable provision were not
contained in the Plan.



Section 13.12. Government Law. The Plan shall be construed in accordance with the
laws of the Commonwealth of Virginia, without reference to the principles of conflict of
laws.



Section 13.13. Headings. Headings are inserted in this Plan for convenience of
reference only and are to be ignored in the construction of the provisions of the Plan.



Section 13.14. Gender, Singular or Plural. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the
person or persons may require. As the context may require, the singular may read as the
plural and the plural as the singular.



Section 13.15. Notice. Any notice or filing required or permitted to be given to the
Plan Administrator or the Committee under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail, to the Human Resources Department,
or to such other entity as the Plan Administrator or the Committee may designate from time
to time. Such notice shall be deemed given as to the date of delivery, or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for registration or
certification.



This Plan was originally adopted effective January 1, 1998. This Plan restatement is
effective January 1, 2009 and includes amendments made on June 30, 1999, October 1, 2000,
February 1, 2001, September 1, 2002, and amendments effective January 1, 2005 and December
1, 2007.




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