AMENDMENT
N0. 10


NON-COMPETITION
AGREEMENT





AMENDMENT
NO. 10, dated as of August 8, 2008, among The STUDENT LOAN CORPORATION, a
Delaware corporation (“Company”), CITIBANK, N.A., a national banking association
(“Citibank”), CITIGROUP INC., a Delaware corporation and the ultimate parent of
Citibank (“Citigroup” and, together with Citibank, the “Parents”).





WHEREAS,
the Company, Citibank (successor by merger to Citibank (New York State)), and
Citicorp, a Delaware corporation, have heretofore entered into a Non-Competition
Agreement, dated as of December 22, 1992, the term of which was extended
pursuant to a letter agreement dated November 1, 1999, the term of which was
further extended pursuant to Amendment No. 1 dated as of June 22, 2000,
Amendment No. 2 dated as of June 22, 2001, Amendment No. 3 dated as of May 5,
2002, Amendment No. 4 dated as of June 22, 2003, amendment No. 5 dated as of
June 22, 2004, Amendment No. 6 dated as of June 22, 2005, Amendment No. 7 dated
as of June 22, 2006, Amendment No. 8 dated as of June 22, 2007 and Amendment No.
9 dated as of August 8, 2008, and Citigroup Inc. was substituted as a party in
lieu of Citicorp (the Non-Competition agreement, as so extended and amended,
being referred to herein as the “Agreement”); and





WHEREAS,
the parties wish to further amend the Agreement.





NOW,
THEREFORE, for and in consideration of the premises and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, Citibank and Citigroup hereby consent and agree as
follows:





SECTION
1. Unless otherwise defined in this Amendment No. 10, all defined terms used
therein shall have the meanings ascribed to such terms in the
Agreement.





SECTION
2. The term of the Agreement (originally scheduled to expire on December 22,
1999, and previously extended to August 8, 2008) shall be extended for an
additional twelve (12) months to August 8, 2009.





SECTION
3. Section 2(b) of the Agreement shall be amended and restated in its entirety
as follows:





Notwithstanding anything to the
contrary in paragraph (a) of this Section 2, any Affiliate may acquire any
entities or business (a "Parent acquired business") that makes Guaranteed
Student Loans (a "competing business"); provided, that if the consolidated net
revenues of the Parent acquired business derived from competing business exceeds
5% of the consolidated net revenues of the Parent acquired business (in each
case, for the most recently completed fiscal year), then the Affiliate shall (i)
cease conducting the competing business within eight months after the date of
such acquisition, or (ii) use commercially reasonable efforts to enter into,
within eight months of the date of such acquisition, a binding agreement (which
may be an agreement with the Company) for the disposition of the competing
business; provided, further, that the Affiliate shall not be obligated to sell
the competing business at a price that is less than the implied price paid by
the Affiliate for such competing business based upon the price paid for the
Parent acquired business.  If, after using commercially reasonable
efforts, the Affiliate is unable to dispose of the competing business as
provided in the preceding sentence, the Affiliate may engage in the competing
business without violation of paragraph (a) of this Section 2. For the avoidance
of doubt, the obligations in this Section 2(b) shall terminate upon the
expiration of the term of the Agreement.





SECTION
4. The third and fourth sentences of Section 2(c) of the Agreement shall be
amended and restated in their entirety as follows:





Notwithstanding anything to the
contrary in the foregoing, the Company or any subsidiary may acquire any
entities or business (a "Company acquired business") engaged in a covered
activity (a "covered business"); provided, that if the consolidated net revenues
of the Company acquired business derived from covered business exceeds 5% of the
consolidated net revenues of the Company acquired business (in each case, for
the most recently completed fiscal year), then the Company or subsidiary shall
(i) cease conducting the covered business within eight months after the date of
such acquisition, or (ii) use commercially reasonable efforts to enter into,
within eight months of the date of such acquisition, a binding agreement (which
may be an agreement with an Affiliate) for the disposition of the covered
business; provided, further, that the Company or subsidiary shall not be
obligated to sell the covered business at a price that is less than the implied
price paid by the Company or subsidiary for such covered business based upon the
price paid for the Company acquired business.  If, after using
commercially reasonable efforts, the Company or subsidiary is unable to dispose
of the covered business as provided in the preceding sentence, the Company or
subsidiary may engage in the covered business without violation of paragraph (c)
of this Section 2. For the avoidance of doubt, the obligations in this Section
2(c) shall terminate upon the expiration of the term of the
Agreement.





SECTION
5. The notice information set forth in Section 6 of the Agreement under the
heading "If to a Parent, to:" shall be amended and restated in its entirety as
follows:





If to a Parent, to:





Citibank, N.A.


One Court Square


Long Island City


New York, NY 11120





Attention:
General Counsel








Citigroup Inc.


399 Park Avenue


New York, NY 10022





Attention: Deputy General Counsel,
Mergers & Acquisitions





SECTION
6. This Amendment No. 10 may be executed in two or more counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.





SECTION
7. From and after the date of this Amendment No. 10, all references in the
Agreement to this “Agreement” shall refer to the Agreement as amended hereby and
all references in the Agreement to the "seventh anniversary" of the Agreement
shall be deemed amended to refer to August 8, 2009.








IN
WITNESS WHEREOF, the Company, Citibank and Citigroup have each caused this
Amendment No. 10 to the Agreement to be duly executed by the respective officers
as of the day and year first above written.







THE
STUDENT LOAN CORPORATION


By: 
      /s/Christine Y. HomerName: 
      Christine Y. HomerTitle: 
      Vice President








CITIBANK,
N.A.




By: 
      /s/Gary KimmelmanName: 
      Gary KimmelmanTitle: 
      Assistant Secretary













By: 
      /s/Terri DialName: 
      Terri DialTitle: 
      Chief Executive Officer