Exhibit 10.6

|Date: | April 28, 2003
|----- | --------------
|     
|To:   | Sue Roberts   
|     
|From: | Carl Levinson 
|     
|Re:   | Retention Plan
|     

The Student Loan
Corporation has put in place a retention plan for you. This plan is payable in
three payments over a three year period. Eligibility for each payment in this
plan requires you to stay with the business through your identified stay-through
period. If you leave the Student Loan Corporation or Citigroup before the end of
this period, you will forfeit your eligibility to receive a retention bonus. In
order to remain eligible you must also be available for your current assignment,
as well as alternate assignments, which may be necessary to meet business need.
Eligibility will require you to be rated as meeting performance expectations.
Other conditions which affect eligibility are detailed in the attached.

Eligibility for retention
bonuses does not affect your eligibility for other components of The Student
Loan Corporation or Citigroups regular compensation programs.

Provide all eligibilities
are met your payment schedule will be as follows:

$50,000 on stay through
period April 15, 2004$50,000 on stay through period April 15, 2005$50,000 on
stay through period April 15, 2006

Retention bonuses will be
paid in a lump sum, subject to taxes and withholding generally within four
weeks of the identified stay through period.

Please acknowledge by
signing below, that you understand the terms of this plan and agree to the terms
of eligibility.

|/s/ Sue F. Roberts
    Sue F. RobertsPresident, The Student Loan Corporation | /s/ Carl E. Levinson
Carl E. LevinsonConsumer Assets Division Head
|---------------------------------------------------------------------------- | ------------------------------------------------------------------

|cc: | Cathy Miller, Human Resource Director
|--- | -------------------------------------

SLC
RETENTION PLANFor Sue RobertsApril 2003

# 

PLAN
ADMINISTRATION

DISABILITY LEAVE:
Individuals who are unable to work due to a disability leave will receive a
pro-rated adjustment in their retention bonus based on the period of time they
are unable to work. Employees on an approved disability or FMLA will be eligible
for a pro-rated retention bonus representing their active term of participation
in the plan.

RESIGNATION/TERMINATION:
Terminating employment before the end of the stay-through period will eliminate
eligibility to receive the retention bonus payment.

PLAN MANAGEMENT:
Retention bonuses will be paid out within approximately four weeks of the date
established as the stay-through period.

|The Plan will be administered by: | Senior Human Resource OfficerConsumer Assets Division Head
|--------------------------------- | ----------------------------------------------------------

DISCLAIMER: Nothing
contained in this Plan should be construed as a promise of employment for any
definite term. Employment is always at will, which means that employment may be
terminated at any time by either the employee or Student Loan Corporation, for
any reason not expressly prohibited by law. Any spoken or written representation
contrary to the contents of the Plan shall be void.

This plan will be
implemented as of April 15, 2003 and is effective through April 15, 2006.

AMENDMENT, SUSPENSION
AND TERMINATION OF PLAN: The Student Loan Corporation reserves the right to
alter, amend, suspend, revise, interpret or discontinue the Plan at any time, in
whole or in part, in its sole and exclusive discretion.

This retention payment
agreement overrides any prior agreement/understanding, whether written or verbal
and can only be amended in writing.