exhibit10_9.htm


     

                 THE STUDENT
LOAN CORPORATION  

    


    


    [Date]

    


    [Indemnitee
Name]

    [Address]

    


    Dear
[_______________]

    


    Reference
is hereby made to Article VII of the bylaws of The Student Loan Corporation (the
“Corporation”) as in effect as of the date hereof (the “Corporation Indemnity
Bylaws”).  In consideration of your prior and continuing service to
the Corporation and in order to eliminate any ambiguity in the event of any
purported amendment, modification, alteration or repeal of the Corporation
Indemnity Bylaws that might diminish, eliminate, limit, restrict or otherwise
adversely affect (an “Amendment”) any of your rights to indemnification,
advancement of expenses or otherwise (“Indemnification”) under the Corporation
Indemnity Bylaws, this will confirm that any such purported Amendment shall be
prospective only and shall not in any way diminish, eliminate, limit, restrict
or otherwise adversely affect any such right to Indemnification with respect to
any actual or alleged state of facts, occurrence, action or omission (“State of
Facts”) then or previously existing (including any actual or alleged state of
facts, occurrence, action or omission which exists, occurs or arises after the
date of the Amendment and relates to any actual or alleged state of facts,
occurrence, action or omission which existed at or prior to the date of such
Amendment), or any claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (an “Action”), previously or thereafter brought
or threatened based in whole or in part upon any such State of
Facts.  As such, if an Action is brought or threatened to be brought
against you based on any State of Facts existing at or prior to the date of an
Amendment (including any actual or alleged state of facts, occurrence, action or
omission which exists, occurs or arises after the date of the Amendment and
relates to any actual or alleged state of facts, occurrence, action or omission
which existed at or prior to the date of such Amendment) that would limit your
right to Indemnification, your right to Indemnification with respect to such
Action shall be unimpaired by the Amendment.  The Corporation hereby
agrees that your rights under the Corporation Indemnity Bylaws, as currently in
effect and, in respect of any then-prospective State of Facts, as amended from
time to time, are contract rights that shall be incorporated into this letter
agreement and shall continue, without any amendment, modification, alteration or
repeal having a retrospective effect, even in the event that you cease your
association with the Corporation for any reason and that such rights shall be
for your benefit and for the benefit of your heirs and personal
representatives.  Furthermore, this letter agreement will be binding
upon and inure to the benefit of the Corporation and any successor to the
Corporation, including, without limitation, any person acquiring directly or
indirectly all or substantially all of the business or assets of the Corporation
whether by purchase, merger, consolidation, reorganization or
otherwise.  This letter agreement may not be amended or modified
except by an instrument in writing signed by both parties hereto.

    


    This
letter agreement shall be governed by Delaware law.

    


    If you
agree with the foregoing, please acknowledge by executing a copy of this letter
and returning it to the Corporation.

    


    Very truly yours,

    


    THE STUDENT LOAN
CORPORATION

    


    


    By:
_______________________________

          Name:__________________________

          Title:___________________________

    


    Accepted and Agreed
to:

    


    


    _____________________________

    Name:________________________