CARDMEMBER AGREEMENT 
                              RATES AND FEES SUPPLEMENT 
                          INTEREST RATES AND INTEREST CHARGES 
    Annual Percentage Rate  From 11.99% to 19.99%. This APR will vary with the market based on the Prime 
                         1
    (APR) for Purchases  Rate.  
    APR for Balance   From 11.99% to 19.99%. This APR will vary with the market based on the Prime 
                         2
    Transfers         Rate.  
                                                                   3
    APR for Cash Advances  23.99% This APR will vary with the market based on the Prime Rate.  
    Penalty APR and When      4
                      29.99%.   
    It Applies 
                      The Penalty APR may apply to your Account if you: 
                      1. Make a late payment; 
                      2. Go over your credit limit; 
                      3. Make a payment that is returned; or 
                      4. Do any of the above on another account or loan you have with us or any of our related 
                      companies. 
      
                        How Long Will the Penalty APR Apply: If an APR is increased for any of these reasons, 
                      The Penalty APR will apply indefinitely unless you make six consecutive Minimum Payments 
                      when due, beginning immediately after the increase. 
      
                         
                      Your due date will be at least 21 days after the close of each billing cycle. We will not charge 
                      you any Interest on purchases if you pay your entire balance by the due date each month. 
                      We will begin charging Interest on cash advances and balance transfers on the transaction 
                      date. 
    Paying Interest 
      
                         
                         
    Minimum Interest    
    Charge            If you are charged Interest, the charge will be no less than $1. 
    For Credit Card Tips   
    from  the Federal  To learn more about factors to consider when applying for or using a credit card, visit the 
    Reserve Board     website of the Federal Reserve Board at http://www.federalreserve.gov/creditcard. 
                       
        
                                        FEES 
        
                       
    Annual Membership Fee  None. 
        
    Transaction Fees    
    � Balance Transfers  Either $10 or 5% of the amount of each transfer, whichever is greater. 
    � Cash Advances   Either $10 or 5% of the amount of each transaction, whichever is greater.  
    � Foreign Transactions  3% of each transaction in U.S. dollars. 
        
    Penalty Fees        
    � Late Payment    Up to $35 
    � Over-the-Credit Limit  None 
    � Return Payment  $20 
    � Return Check    $20 
        
    How We Will Calculate Your Balance: We use the average daily balance method (including new purchases). See the 
    �Periodic Interest Charges� section of this Agreement for more details. 
        
    Billing Rights: See �Billing Rights Summary� section of this Agreement for Information on your rights to dispute   
    transactions and how to exercise those rights. 
                  
      Prime Rate: The Index for variable APRs is based on the Prime Rate. The Index is 3.25% as of June 23, 2012.  Please 
    refer to �Interest Charges On Your Account Balance� section of this Agreement for more details. 
     
    1
     Purchase APR: The Interest rate of Purchases is variable and is equal to Prime plus a margin of 8.74 to 16.74% (Daily 
    periodic rate currently 0.03284 to 0.05476%). 
     
    2
     Balance Transfer APR: The Interest rate for Balance transfers is variable and is equal to Prime plus a margin of 8.74 to 
    16.74% (Daily periodic rate currently 0.03284 to 0.05476%). 
     
    3
     Cash Advances APR: The Interest rate for Cash Advances is variable and is equal to Prime plus a margin of 20.74% 
    (Daily periodic  rate currently 0.06572%). 
     
    4 
     Penalty APR: The daily periodic rate for the non-variable Penalty Interest rate is 0.08216%. 
     
    Visa is a registered trademark of Visa International Service Association, and is used by the issuer pursuant to license 
    from Visa U.S.A. Inc. Sallie Mae, Sallie Mae Bank and the Sallie Mae logo are registered service marks of Sallie Mae, 
    Inc. SLM Corporation and its subsidiaries, including Sallie Mae, Inc., are not sponsored by or agencies of the United 
    States of America. All rights are reserved.  
    � 2012 Sallie Mae, Inc. 
           
                           �
           Sallie Mae         Credit Card Program
           � Cardmember Agreement
           � Billing Rights Summary
           � Arbitration Agreement
                                                                                1
     CARDMEMBER AGREEMENT                   orders, travelers checks, foreign currency, lottery tickets, 
     General  Information: This Agreement (�Agreement�)  and off track bets and casino gambling chips and person-
     contains the terms and disclosures, which may apply  to-person payments obtained or made with your Card; or
     to your credit card Account (�Account�) with Sallie Mae 
     Bank. The words �we,� �us� and �our� mean Sallie Mae,  d) By use of preprinted Convenience Checks that we may 
     Sallie Mae Bank, its successors and assigns. The words  issue to you.
     �Cardmember,� �you� and �your� mean all persons who we 
                                         �
     approve to use the Account; and �Card� means your Visa   2. Total Credit Line: We will provide you with notice of your 
     credit card issued by Sallie Mae Bank.  initial Total Credit Line. You agree we may change your Total 
                                            Credit Line at any time subject to any restrictions of applicable 
     In addition to this Agreement, the Rates and Fees Supplement  law. We may limit the amount of Cash that you may obtain 
     (�Supplement�), you received with your Card, contains the  from your Account to a portion of your Total Credit Line; 
     current rates and fees applicable to your Account. The rates  and, we reserve the right to delay making your Total Credit 
     and fees disclosed in the Supplement and referred to herein  Line fully available until all funds remitted as payment have 
     are incorporated in this Agreement to the same extent as if  been collected. Unless you have a Visa Signature Card, you 
     fully set forth herein. The Agreement and Supplement together  agree never to use your Card when the use will exceed your 
     constitute the entire Agreement governing your Account. Total Credit Line and that we are not obligated to extend to 
                                            you credit for an amount that would make your outstanding 
     1. How to use this Account: You may use your Account only  balance exceed your Total Credit Line, or for any amount if 
     for personal, family, or household purposes. Signing and use  your outstanding balance is already over the Total Credit Line. 
     of your Card, through any means described below, constitutes 
     acceptance of all terms and conditions in this Agreement.  Any increases in your Total Credit Line you request will require 
                                            that you make either a written, oral or electronic application 
     You may purchase goods and services (�Purchases�) up to  for our approval. We will re-evaluate your ?nancial condition, 
     your Total Credit Line by presenting your Card and signing  including your ability to make payments, if you request a 
     a sales slip for the amount of the Purchase or by using your  higher Total Credit Line, or at any other time, and this may 
     Card over the telephone, Internet or other electronic method  include obtaining a current credit bureau report, and or 
     to complete Card transactions.         asking you for current ?nancial information. Based on such 
                                            review, we may immediately increase, reduce or even revoke 
     At Sallie Mae�s sole discretion, you may request a Balance  your Account, without prior written notice to you. 
     Transfer from Sallie Mae to pay off other creditors (�Balance 
     Transfer�) up to your Total Credit Line by making a request  If you make a transaction that would cause you to exceed 
     for a Balance Transfer by any method designated by Sallie  your Total Credit Line we may (a) allow the transaction without 
     Mae. Sallie Mae may also send you Balance Transfer Checks  increasing your Total Credit Line; (b) allow the transaction 
     that you may use to payoff other creditors directly and any  without increasing your Total Credit Line and treat that 
     amounts transferred to your Account pursuant to your use of  amount as immediately due, or (c) refuse the transaction. 
     Balance Transfer Checks will be treated as Balance Transfers  If the transaction is refused we may notify the person who 
     under this Agreement.                  attempted the transaction that it has been refused. If we permit 
                                            a transaction that causes an Overlimit condition, it does not 
     You may also use your Card to obtain Cash Advances  mean that we will do so again in the future. You will pay any 
     (�Cash Advances�):                     amounts, which exceed your Total Credit Line, upon demand. 
                                            If you have a Visa Signature Account, the Total Credit Line 
     a) By receiving a Cash Advance from ?nancial institutions  represents the amount of revolving credit available to you. 
     that accept a Visa credit card; or     You have no preset spending limit on your Account. This does 
                                            not mean you may spend without limit. Each transaction that 
     b) By making withdrawals with this Card at an automated  causes your Balance to exceed the Total Credit Line maybe 
     teller machine that can access your Account; or evaluated based on your account performance and your 
                                            experience with us and with other creditors.
     c) By requesting other transactions that are equivalent to 
     cash (�Quasi-Cash Transactions�), including but not limited 
     to, Purchases of wire transfers, ACH transactions, money 
                                                                                2
      3. Illegal Activities and Card Use: You agree not to use  introductory period). The provisions of this Agreement apply 
      your Card or Account to engage in activities deemed illegal  to any Promotional Plan offering, unless otherwise provided 
      by federal and/or state laws, including, but not limited to,  in this Agreement or under the Promotional Plan offering. 
      Internet gambling. If you use your Card or Account to engage  The Interest Charge during the promotional or introductory 
      in such activities, you understand that you will nevertheless  period will be ?gured by applying the promotional daily 
      be liable for any resulting Purchase or Cash Advance made  periodic rate (1/365 of the Promotional Annual Percentage 
      by use of your Card or Account.       Rate) to the Average Daily Balance of Purchases, Balance 
                                            Transfers or Cash Advances, as applicable that post to your 
      4. Billing Statement (�Statement�): If you have an  Account prior to the expiration of the promotional period. 
      outstanding debit or credit Balance of $1.00 or more, or if  Beginning with the ?rst billing cycle following the promotional 
      there is any Interest charge imposed during a billing cycle,  period, the Annual Percentage Rate and the corresponding 
      and your account has not been converted to a closed end  Daily Periodic Rate will be ?gured in accordance with 
      loan (see section entitled Remedies on Default) we will send  subparagraph (c) below.
      you a Statement, unless prohibited by applicable law.
                                             We may terminate your participation in any Promotional Plan 
      5. Interest Charges on Your Account Balance: if you fail to make any Minimum Payment by the Payment 
      a) Paying Interest/When Interest Charges Begin to Accrue:  Due Date shown on your Statement during the promotional 
      Purchases, Balance Transfers and Cash Advances begin  or introductory period or for any other reason under the 
      to accrue Interest charges, computed on a Daily Periodic  Promotional Plan offering. 
      Rate, from the day the transaction is included in the Average 
      Daily Balance of the Account and continue to accrue Interest  c) Standard Annual Percentage Rate, Variable Rates 
      charges until the transaction is paid in full. However, you can  and Prime: 
      avoid periodic interest charges on new Purchases when  A portion of the Interest Charge will be ?gured by multiplying 
      they are ?rst billed to your Account, as described below,  the average daily balance by the Daily Periodic Rate (1/365 
      but not on Cash Advances and Balance Transfers. If your  of the Annual Percentage Rate disclosed in the Supplement, 
      current Statement indicates that you made full payment of  or otherwise provided to you), and then multiplying by the 
      the Previous Balance (which is the same as the New Balance  number of days in the billing cycle. 
      from your previous Statement) by the date and time the 
      Minimum Payment was due on the previous Statement or  From time to time, we offer different credit card plans with 
      if the current Statement indicates that the Previous Balance  varying features. And, your credit card plan may be a non-
      is zero, and if you also make a payment equal to the New  variable rate plan, a variable rate plan, or a combination of 
      Balance indicated on the current Statement by the date and  both. If you have a non-variable rate feature, as part of your 
      time the Minimum Payment is due on the current Statement,  overall credit card plan, the non-variable Annual Percentage 
      then we will not charge periodic interest on any portion of  Rate is disclosed on the Supplement. 
      the New Purchases that appear on the current Statement 
      that we allocate such payment to. Otherwise, an Interest  If you have a variable rate feature as part of your overall credit 
      charge computed on a Daily Periodic Rate will be imposed  card plan, the Daily Periodic Rate and the Standard Annual 
      and will begin to accrue on the transaction date of the  Percentage Rate (APR) may change from time to time based 
      Cash Advance, Quasi-Cash Advance, Balance Transfer, or  on movements of the �Index,� plus or minus the percentage 
      Purchase(s) until payment in full is received. The transaction  identi?ed on the Rates and Fees Supplement as the margin. 
      date for Convenience Checks and Balance Transfers is  The Variable Rate may change each billing cycle if the Index 
      the date the Convenience Check or Balance Transfer is  changes. The Index is set on the twenty-?fth day of each 
      processed by Sallie Mae for payment. There is no period  month. The Index is the highest U.S. Prime Rate published 
      within which you can avoid periodic Interest charges on  in the Money Rates section of The Wall Street Journal on 
      Cash Advances, Balance Transfers or Transaction Fees. the twenty-third of the month or, if the twenty-third is not 
                                            a business day, the most recent business day that is at 
      b) Promotional Annual Percentage Rate and Offers:  least two days prior to the twenty-?fth day of the month. 
      From time to time, you may be offered special promotional  A �business day� is any day that is not a weekend or federal 
      terms with respect to certain Purchases, Balance Transfers  holiday. For example, if the twenty-third of the month is a 
      or Cash Advances on your Account (�Promotional  Saturday, the Index is determined on the twenty-second of 
      Plans�), during a speci?ed period of time (promotional or  the month, so long as the twenty-second of the month is a 
                                                                                3
     business day. The new rate will be applied as of the ?rst day  Purchases (including other fees), if any, (ii) for the Balance 
     of the billing cycle during which the Index changes. If the  Transfer segment add any new Balance Transfers and add 
     APR increases, you will pay a higher interest charge and may  any Balance Transfer Fees, and (iii) for the Cash Advance 
     pay a higher Minimum Payment. The Prime Rate is simply a  segment and add any new Cash Advances and any Cash 
     pricing index and is not the lowest interest rate available. If  Advance Fees. For each balance segment we then subtract 
     The Wall Street Journal stops publishing the Prime Rate, we  any payments and credits that apply to that balance 
     will select a comparable substitute Index.  segment. This gives us the daily balance for that balance 
                                            segment. Then we add up all the daily balances for each 
     d) Penalty Annual Percentage Rate (Penalty Pricing):  balance segment for the billing cycle and divide the total by 
     To the extent permitted by law, including Regulation Z, the  the number of days in the billing cycle. This gives us the 
     Penalty APR disclosed in the Supplement (the �Penalty  Average Daily Balance for each balance segment.
     APR�) may apply to future Purchases, Balance Transfers 
     and Cash Advances on your Account if you fail to make any  6. Foreign Transactions: If a transaction is in a foreign 
     Minimum Payment Due by the Due Date shown on your  currency, Visa International will convert the transaction 
     Statement, exceed your Total Credit Line, (unless you are  into U.S. dollars by using their own currency conversion 
     a Visa Signature member) make a payment that is returned,  procedures. The exchange rate will be determined in one 
     or do any of the foregoing on another account or loan with  of two ways. The rate will come from either the range of 
     us or any of our related companies. If you fail to make the  rates available in the wholesale currency markets for the 
     Minimum Payment Due by the Due Date shown on your  processing date (which may be different from the rate the 
     Statement for two (2) consecutive billing cycles, the Penalty  card association receives) or a government-mandated rate 
     APR will also apply to any existing and future Purchases,  in effect on that date. The exchange rate used may differ 
     Balances Transfers and Cash Advance balances, including  from the rate on the date of your transaction.
     any balances to which a promotional rate applies. 
                                            7. Transaction Fees and Foreign Transaction Fee: When 
     Before we apply the Penalty APR, we will provide you any  you obtain a Balance Transfer or Cash Advance (including 
     notice required by law. If we do not increase your APRs to  Quasi-Cash Advances and Wire Transfers), you agree to pay 
     the Penalty APR when any of the above events occur, we  a Transaction Fee. Each Transaction Fee will be applied to 
     reserve our right to increase your APRs if any of these events  your Account as part of the applicable balance segment for 
     occur in the future. If you make the required Penalty APR will  which the Transaction Fee was incurred when the transaction 
     also apply to any existing and future Purchases, Balances  is posted. The Transaction Fees that apply to your Account 
     Transfers and Cash Advance balances, Minimum Payment  are disclosed in the Supplement. Fees will only be charged 
     by the Due Date for the six (6) consecutive billing cycles  to the extent permitted by federal law, including Regulation Z.
     immediately following application of the Penalty APR, the 
     Penalty APR will stop applying to transactions that occurred  A Foreign Transaction Fee will be applied to each 
     prior to or within 14 days after we provided you notice about  international transaction (i.e., a transaction occurring in 
     the APR increase.                      any country outside of the United States, Puerto Rico or 
                                            the U.S.Virgin Islands, whether or not a foreign currency is 
     e) Minimum Interest Charge: A Minimum Interest Charge  converted and any transaction that is in a foreign currency 
     as disclosed on the Supplement will be assessed for any  even if you are in the United States at the time the transaction 
     billing cycle in which Interest charges are otherwise charged  takes place). The Foreign Transaction Fee is disclosed on the 
     and are less than the Minimum Interest Charge.  Supplement and will be displayed as a separate transaction 
                                            on your Statement. Fees will only be charged to the extent 
     f) Balance Subject to Interest Charges: We ?gure the  permitted by federal law.
     Interest charges on your Account by applying the periodic 
     rate applicable to each balance segment to the Average  8. Other Fees: The fees listed below will be treated as 
     Daily Balance of each balance segment on your Account.  Purchases on your Account. Fees will only be charged to the 
     To get the Average Daily Balance on your Account we take  extent permitted by federal law. 
     the beginning balance of each segment of your Account 
     each day, which includes Transaction Fees, unpaid interest  a) Annual Membership Fee: If your credit card plan includes 
     charges and the previous day�s Interest charges and  an annual fee, the amount of the fee is disclosed on the 
     other fees, and (i) for the Purchase segment, add any new  Supplement. 
                                                                                4
     b) Late Payment Fee: Your Minimum Payment Due will be  across all balance segments, plus (ii) accrued Interest 
     past due if it is not received by us on or before 5:00 pm ET  charges, plus (iii) fees owed, plus (iv) any past due amounts. 
     on the Payment Due Date shown on each Statement. The  We may also add any amount in excess of your Total Credit 
     Late Payment Fee is $25 unless one of your six most recent  Line to the Minimum Payment Due. If your current Balance 
     prior monthly payments was also late, in which case the Late  (as of the Closing Date shown on the Statement) is less than 
     Payment Fee is $35, but in no event will the late fee exceed  $25, the Minimum Payment Due is the current Balance. 
     the amount of the late payment to which the fee applies.  Cash Advances, Balance Transfers, Convenience Checks 
                                            and Balance Transfer Checks drawn against a Sallie Mae 
     c) Over-the-credit-limit fee: None.    account will not be accepted for payment on this Account or 
                                            any other Sallie Mae account, nor may you use this Account 
     d) Returned Payment Fee: If payment of a check or similar  to make a payment on any other Sallie Mae account. Each 
     instrument, sent to us in payment on your Account, is not  billing cycle you must pay at least the Minimum Payment 
     honored or is returned, or if an automatic debit cannot be  Due. Payments made in any billing cycle that are greater than 
     processed, your Account will be charged the fee indicated  the Minimum Payment Due will not affect your obligation to 
     on the Supplement, but in no event will the fee exceed the  make the next Minimum Payment Due. You understand that 
     amount of the minimum payment due immediately prior  by making only minimum payments you increase your costs 
     to the date on which the payment is returned. We will not  and extend the repayment period of your Account. You 
     assess both a Returned Payment Fee and a Late Fee on the  agree to make your payments in U.S. dollars. You agree that 
     basis of the same payment.             we are not obligated to accept payment checks drawn on 
                                            a non-U.S. domiciled ?nancial institution or entity. Should 
     e) Returned Convenience Check Fee: If we receive a  you present us and we accept a check drawn on a non-
     Convenience Check you have written on your Account that  U.S. domiciled ?nancial Institution or entity, posting of your 
     would cause the balance of your Account to exceed the Total  payment will be delayed. All payments, including large dollar 
     Credit Line, or if you have post-dated your Convenience  payment amounts may not increase the available credit on 
     Check, or if your payments are not current, or if we have  your account until the funds have been collected in U.S. 
     cancelled your Account, your Account will be charged a  dollars. You agree to allow us, at our discretion, to place a 
     Returned Check Fee indicated on the Supplement, but in  hold on your Account until large dollar payment amounts 
     no event will the fee exceed the amount of the returned  have been collected, or debit your deposit account or to 
     convenience check.                     reduce your payment for any collection and processing fees 
                                            associated with handling these payments. 
     f) Returned Balance Transfer Fee: If you initiate a Balance 
     Transfer in excess of your available Total Credit Line and it  When you provide a check as payment, you authorize us 
     is presented for payment in the form of an item or written  either to use information from your check to make a one-
     instrument (e.g. check) and returned by us unpaid, your  time electronic fund transfer from your account or to process 
     Account will be charged the Return Check Fee indicated  the payment as a check transaction.
     on the Supplement, but in no event will the fee exceed the 
     amount of the returned balance transfer request.  10. Payment Holiday Option: At our option, we may not 
                                            require you to make the full Minimum Payment Due during 
     g) Document Copies, Rush Card and Other Convenience  certain designated billing cycles. If you do not make your 
     Fees: If you request a copy of a charge slip or other  Minimum Payment Due as provided in this Agreement, you 
     document not in connection with a billing error, or if you  understand we will continue to apply Interest charges to 
     request overnight delivery or a replacement card, or if you  your Account. Beginning with the billing cycle following a 
     request any other special services, we may charge your  Holiday Payment Option, you agree that all of the provisions 
     account a fee. Before we do, we will disclose the fee to you  of this Agreement shall apply.
     at the time of your request. 
     9. Minimum Payment: You must pay at least the Minimum 
     Payment Due on your Statement by the Payment Due 
     Date shown on the Statement. You may pay more than the 
     Minimum Payment Due at any time. The Minimum Payment 
     Due will be the greater of $25 or (i) 1% of the principal balances 
                                                                                5
     11. Irregular Payment: We may accept late payments,  or conditions of this Agreement or any other obligation you 
     partial payments or payments with restrictive writing, such  have or will have with us; (b) if you should die or become 
     as �Payment in Full� or similar language, without losing any  insolvent; (c) if a petition should be ?led or other proceeding 
     of our rights under the Agreement. If you wish to make a  should be started under the Federal Bankruptcy Code or any 
     payment in satisfaction of a disputed amount or balance,  State Insolvency statute by or against you; (d) if a Receiver 
     you must send it to Sallie Mae Credit Card, P.O. Box 9650,  should be appointed or a writ or order of attachment, levy 
     Wilkes-Barre, PA, 18773-9650 with a letter of explanation. or garnishment should be issued against you or any of 
                                            your property assets or income; or (e) if we should consider 
     12. Allocation of Payments: We will allocate payments  you or any debts due under this Agreement unsafe or not 
     equal to or less than the required Minimum Payment and  completely secure or if we should believe, in good faith, that 
     any credits to balances on your Account in a way that is  the chances of you paying or performing all your obligations 
     most favorable to or convenient to us, typically to balances  under this Agreement are impaired; or (f) for fraudulent or 
     with lower APRs before balances with higher APRs. We  making any false statement in the application or otherwise.
     allocate payments over the required Minimum Payment 
     to balances with the highest APR ?rst, then to lower rate  15. Remedies on Default: You agree that you will accept 
     balances in descending order of APRs. The manner in which  calls at your home, place of business or on a mobile telephone 
     we allocate any payment to your Account balances may  regarding the Account. You understand that calls may be 
     affect the amount of any payment applied to introductory  automatically dialed and a message played; you agree that 
     or promotional ?nancing balances and may result in higher  these calls are not �unsolicited calls� for purposes of any 
     Interest charges to your Account, depending on the types  state or federal law, and you expressly consent to receive 
     of transactions you make (such as promotional or non- such calls. If you are in default, you agree that we are not 
     promotional Purchases, Balance Transfers and/or Cash  obligated to provide additional extensions of credit. You also 
     Advances), and the timing and amount of your payments. agree that our obligation for further credit extensions shall 
                                            immediately end; and, we can require immediate repayment 
     13. Amendments: To the extent permitted by law, we  of your total outstanding balance. And, subject to applicable 
     have the right to change the terms of this Agreement  provisions of law, you agree to pay all reasonable collection 
     for any reason, and in any respect, by adding, deleting  expenses incurred by us in the collection of amounts you 
     or modifying any provision, including APRs, fees, the  owe under this Agreement (including attorney�s fees, court 
     Minimum Payment and other terms. We can add a new  costs and fees of any collection agency to which we refer 
     provision without regard to whether the provision deals  your Account). If we close your Account as a result of 
     with a matter already addressed by this Agreement. In  your default, you agree we may convert your Account into 
     certain circumstances, when we are required by law to  a closed end loan with the same interest rate and fees as 
     notify you of changes to the terms of this Agreement, we  applied to your credit card Account and that we may, at our 
     will do so. In other circumstances we may not be required  option, increase the minimum payment due to the extent 
     to do so. When required by law to advise you that you  permitted by applicable law. If we convert your Account to 
     have a legal right to reject any changes we make, we will  a closed end loan, we will provide you with any disclosures 
     provide an explanation about how to do that. Changes  required by applicable law.
     will not apply to existing balance unless not prohibited 
     by applicable law. In some circumstances, APRs or other  16. Waiver: We may delay enforcing our rights under this 
     aspects of your Account may change even though the  Agreement without losing them. A waiver of rights by us shall 
     terms of the Account do not change, for example when  not be deemed to be a waiver of other rights or of the same 
     THE PRIME RATE changes or the Penalty APR becomes  rights at another time.
     applicable. See the Penalty APR section about our right 
     to increase APRs on outstanding balances and/or future  17. Transfer of Account: You cannot transfer or assign your 
     transactions for events of default including late payment. Account to any other person. You understand and agree that 
                                            we may transfer or assign all or any part of your Account 
     14. Events of Default: You understand that a default by  balance and/or your rights under this Agreement to another 
     any Cardmember will be a default by all Cardmembers, and  person or entity at any time, with or without notice to you.
     we may declare you to be in default under this Agreement 
     if any of the following events shall occur: (a) if you fail to  18. Cancellation: You may close your Account by notifying 
     comply with the Minimum Payment Due or any other terms  us in writing or by telephone, and by destroying all cards, 
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     Convenience Checks or other credit devices for the Account.  we may require in connection with our investigation. You 
     You must notify anyone you have authorized to charge  agree that unauthorized use does not include use by a 
     transactions to your Account that you have closed your  person to whom you have given authority to use the Card, 
     Account or we may continue to allow these transactions.  or Convenience Checks, and that you will be liable for all 
     Your obligations on the Account will continue even though  use by such a person until you notify us that such authority 
     we have cancelled your Account. We may cancel, limit or  to use the Card is no longer authorized. To terminate that 
     modify this Agreement and the use of your Account or Card  authority you must notify us at 1-877-881-1004.
     at any time without notice to you.
                                            22. Credit Reports and Account Information: You give us 
     19. Joint Account Holders or Co-Applicants (if applicable):  permission to request information and to make whatever 
     Each person who signed the Application or who uses the  inquiries we consider necessary and appropriate (including 
     Account is individually and jointly liable for all payments due  obtaining information from third parties and requesting 
     under this Agreement regardless of who receives bene?t  consumer reports from consumer reporting agencies) 
     from the Account or any divorce or other legal proceeding or  for the purpose of considering your application for this 
     agreement that may affect liability between Account holders.  Account and subsequently, in connection with any product 
     Notice to one of you will be considered to be notice to all of  upgrades or any updates, renewals or extensions of credit, 
     you; and, we can rely on instructions from one of you, even  or reviewing or collecting your Account. You also authorize 
     if we receive inconsistent instructions from another person. us to report information concerning you or your Account, 
                                            including information about your performance under this 
     20. Authorized Users (if applicable): If you request  Agreement, to consumer reporting agencies and others 
     additional cards for use by persons other than yourself or  who may properly receive such information. We may report 
     other Account holder(s), you agree that these persons will be  information about your account to credit bureaus. Late 
     Authorized Users and you will be responsible and obligated  payments, missed payments, or other defaults on your 
     for any transaction made by these persons. An Authorized  account may be re?ected in your credit report. If you 
     User is not obligated on this Account. We reserve the right to  think we have reported information to a credit reporting 
     refuse to add Authorized Users to an Account. agency that is not correct, you may write to us using 
                                            the Cardmember Service address listed on your billing 
     21. Liability for Unauthorized Use: If you notice the loss or  Statement. Please include your name, address, Account 
     theft of your credit card or a possible unauthorized use of  number, telephone number and a brief description of 
     your card, you should write to us immediately at: Sallie Mae  the problem and a copy of the credit reporting agency 
     Credit Card, PO Box 3880, Omaha, NE, 68103, or call us at  report if you have it. We will investigate the matter. If our 
     1-877-881-1004. You will not be liable for any unauthorized  investigation shows that you are right, we will contact 
     use that occurs after you notify us.   each credit reporting agency to which we reported the 
                                            information and will request they correct the report. If 
     We issue the Card to you at your request and you agree to  we disagree with you after our investigation, we will tell 
     destroy it, and any Convenience Checks issued upon your  you in writing. 
     Account, upon demand. You will notify us promptly if your 
     Card or Convenience Checks are lost, stolen or if there is  CALIFORNIA AND UTAH RESIDENTS: As required by 
     unauthorized use of your Card or Convenience Checks, or if  California and Utah law, you are hereby noti?ed that a 
     someone uses your Card to make unauthorized purchases  negative credit report re?ecting on your credit record may 
     at non-Visa/Interlink merchants. Under our no fraud liability  be submitted to a credit reporting agency if you fail to ful?ll 
     policy, you will not be liable for any unauthorized purchases  the terms of your credit obligations. 
     made through the Visa/Interlink network at merchants, 
     including those transacted on the Internet if you contact  NEW YORK, RHODE ISLAND AND VERMONT RESIDENTS: 
     us promptly after the account Statement on which the  You understand and agree that we may obtain a consumer 
     transaction occurred was mailed to you. If you orally give  credit report in connection with any updates, renewals or 
     us notice concerning loss or theft, you agree to con?rm  extensions of any credit as a result of your application and 
     it in writing upon request. Also, you agree to assist us in  cardmembership. If you ask, you will be informed whether 
     determining the facts, circumstances and other pertinent  or not such a report was obtained and, if so, the name and 
     information relating to any loss, theft or possible unauthorized  address of the agency that furnished the report. You also 
     use of your Card and to comply with such procedures as  understand and agree that we may obtain a consumer 
                                                                                7
     credit report in connection with the review or collection of  27. GOVERNING LAW: THE TERMS AND ENFORCEMENT 
     any extension of credit made to you or for other legitimate  OF THIS AGREEMENT AND YOUR ACCOUNT SHALL BE 
     purposes related to such extension of credit. GOVERNED AND INTERPRETED IN ACCORDANCE WITH 
                                            FEDERAL LAW AND, TO THE EXTENT STATE LAW APPLIES, 
     23. Change of Address: You agree to notify us promptly if  THE LAW OF THE STATE OF UTAH, WITHOUT REGARD 
     you change your address, telephone number or any other  TO CONFLICT-OF-LAW PRINCIPLES. THE LAW OF THE 
     contact information. You also agree that if the U.S. Postal  STATE OF UTAH, WHERE WE AND YOUR ACCOUNT ARE 
     Service or one of its agents noti?es us of a change in  LOCATED, WILL APPLY NO MATTER WHERE YOU LIVE OR 
     address for you, we may change your address based on this  USE THE ACCOUNT.
     information. We will have no liability to you for changing your 
     address based on such information, even if the information  28. Agreement in Writing: This Cardmember Agreement, 
     provided by the U.S. Postal Service or one of its agents is  including the Rates and Fees Supplement, is the ?nal 
     in error. If any Statement is returned to us because of an  expression of the agreement between you and us and it may 
     incorrect address, we may stop sending Statements to you  not be contradicted by evidence of an alleged oral agreement. 
     until a valid address is provided to us, but for all purposes it 
     shall be considered as if we made your Statement available  MISSOURI RESIDENTS ONLY: ORAL AGREEMENTS OR 
     to you as of the Statement Date that was or would have  COMMITMENTS TO LOAN MONEY, EXTEND CREDIT 
     been printed on your Statement.        ORFORBEAR  FROM  ENFORCING  REPAYMENT  OF 
                                            DEBTINCLUDING PROMISES TO EXTEN OR RENEW 
     24. Telephone Communication Monitoring and Contacting  SUCHDDEBT ARE NOT ENFORCEABLE. TO PROTECT 
     You: You agree that your telephone communications with  YOU(BORROWER(S)  AND  US  (CREDITOR)  FROM 
     us may be monitored and recorded, by our employees or  ANY)MISUNDERSTANDING  OR  DISAPPOINTMENT, 
     agents. You agree, in order for us to service the Account or in  ANY AGREEMENTS WE REACH COVERING SUCH 
     connection with any loan or account that is serviced by or that  MATTERSARE CONTAINED IN THIS WRITING, WHICH 
     you may have or obtain from Sallie Mae now or in the future,  IS THE COMPLETE AND EXCLUSIVE STATEMENT OF 
     or to collect any amounts you may owe, that we may from  THEAGREEMENT BETWEEN US, EXCEPT AS WE MAY 
     time to time contact you using any means of communication  LATER AGREE IN WRITING TO MODIFY IT.
     including, but not limited to, making calls and sending text 
     messages to you, using prerecorded/arti?cial voice messages  BILLING RIGHTS SUMMARY
     and/or through the use of an automatic dialing device, at any 
     telephone number associated with your account, including  YOUR BILLING RIGHTS: Keep this Document for Future 
     mobile telephone numbers that could result in charges to  Use. This notice tells you about your rights and our 
     you. You also expressly consent to Sallie Mae sending email  responsibilities under the Fair Credit Billing Act. 
     messages regarding your Account to your email address, 
     including emails delivered to a cell phone or mobile device. WHAT TO DO IF YOU FIND A MISTAKE ON YOUR 
                                            STATEMENT: 
     25. Communications Under Federal Bankruptcy Code: 
     Any communication with us required or permitted under the  If you think there is an error on your Statement, write to us at: 
     Federal Bankruptcy Code must be in writing, must include  Sallie Mae Credit Card Disputes, P.O. Box 2988, Omaha, 
     your account number, and must be sent to Sallie Mae Credit  NE 68103-2988
     Card, P.O. Box 9560, Wilkes-Barre, PA 18773-9560.
                                            In your letter, give us the following information:
     26. Rewards, Special Programs and Bene?ts: We may  � Account information: Your name and Account number.
     offer from time to time rewards or special programs and  � Dollar amount: The dollar amount of the suspected error.
     bene?ts (�Programs) for Cardmembers. Normal fees and  �  Description of problem: If you think there is an error on 
     provisions in this Agreement will apply to these Programs  your bill, describe what you believe is wrong and why you 
     unless they are inconsistent with the speci?c offer. The  believe it is a mistake.
     features of these Programs will vary and use of the Account 
     under the terms of these Programs constitutes acceptance 
     of the terms of the Programs without modifying or amending 
     this Agreement.
                                                                                8
     You must contact us:                   YOUR RIGHTS IF YOU ARE DISSATISFIED WITH YOUR 
     � Within 60 days after the error appeared on your Statement. CREDIT CARD PURCHASES: 
     �  At least 3 business days before an automated payment 
       is scheduled, if you want to stop payment on the amount  If you are dissatis?ed with the goods or services that you 
       youthink is wrong.You must notify us of any potential errors  have purchased with your credit card, and you have tried 
       in writing. You may call us, but if you do we are not required  in good faith to correct the problem with the merchant, you 
       to investigate any potential errors and you may have to pay  may have the right not to pay the remaining amount due on 
       the amount in question.              the purchase. 
     WHAT WILL HAPPEN AFTER WE RECEIVE YOUR  To use this right, all of the following must be true: 
     LETTER: 
                                            1. The purchase must have been made in your home state 
     When we receive your letter, we must do two things:  or within 100 miles of your current mailing address, and 
     1. Within 30 days of receiving your letter, we must tell you  the purchase price must have been more than $50. (Note: 
     that we received your letter. We will also tell you if we have  Neither of these are necessary if your purchase was based 
     already corrected the error.           on an advertisement we mailed to you, or if we own the 
                                            company that sold you the goods or services).
     2. Within 90 days of receiving your letter, we must either  2. You must have used your credit card for the purchase.
     correct the error or explain to you why we believe the bill is  Purchases made with Cash Advances from an ATM or with a 
     correct.                               check that accesses your credit card Account do not qualify.
                                            3. You must not yet have fully paid for the purchase. If all of 
     While we investigate whether or not there has been   the criteria above are met and you are still dissatis?ed with 
     an error:                              the purchase, contact us in writing at: Sallie Mae Credit 
     �  We cannot try to collect the amount in question, or report  Card Disputes, P.O. Box 2988, Omaha, NE 68103-2988.
       you as delinquent on that amount. 
     �  The charge in question may remain on your Statement, and  While we investigate, the same rules apply to the disputed 
       we may continue to charge you interest on that amount.  amount as discussed above. After we ?nish our investigation, 
     �  While you do not have to pay the amount in question, you  we will tell you our decision. At that point, if we think you owe an 
       are responsible for the remainder of your balance.  amount and you do not pay, we may report you as delinquent. 
     �  We can apply any unpaid amount against your Total 
       Credit Line.                         ARBITRATION AGREEMENT
                                            To the extent permitted under federal law, you and we 
     After we ?nish our investigation, one of two things   agree that either party may elect to arbitrate � and require 
     will happen:                           the other party to arbitrate � any Claim under the following 
     �  If we made a mistake: You will not have to pay the amount in  terms and conditions. This Arbitration Agreement is part of 
       question or any interest or other fees related to that amount. the Cardmember Agreement (�Agreement�).
     �  If we do not believe there was a mistake: You will have to 
       pay the amount in question along with applicable interest  1. RIGHT TO REJECT: You may reject this Arbitration 
       and fees. We will send you a Statement of the amount you  Agreement by mailing a signed rejection notice to 
       owe and the date payment is due. We may then report you  Sallie Mae Credit Card, P.O. Box 9480, Wilkes-Barre, PA 
       as delinquent if you do not pay the amount we think you  18773-9480 within 60 days after the date your account is 
       owe. If you receive our explanation but still believe your bill  opened. Any Rejection Notice must include your name, 
       is wrong, you must write to us within 10 days telling us that  address, telephone number and Account number.
       you still refuse to pay. If you do so, we cannot report you as 
       delinquent without also reporting that you are questioning  2. IMPORTANT WAIVERS: If you or we elect to arbitrate a 
       your bill. We must tell you the name of anyone to whom  Claim, you and we both waive the right to: (1) have a court 
       we reported you as delinquent, and we must let those  or a jury decide the Claim; (2) PARTICIPATE IN A CLASS 
       organizations know when the matter has been settled  ACTION IN COURT OR IN ARBITRATION, WHETHER 
       between us. If we do not follow all of the rules above, you  AS A CLASS REPRESENTATIVE, CLASS MEMBER 
       do not have to pay the ?rst $50 of the amount you question  OTHERWISE;  (3)  ACT  AS  A  PRIVATE  ATTORNEY 
       even if your bill is correct.        GENERAL IN COURT OR IN ARBITRATION; OR (4) JOINOR 
                                                                                9
      CONSOLIDATE CLAIM(S) WITH CLAIMS INVOLVINGANY  4. �CLAIM� means any legal claim, dispute or controversy 
      OTHER PERSON IN COURT OR IN ARBITRATION. Other  between you and us that arises from or relates in any way to 
      rights are more limited in arbitration than in court or are  this Agreement, including any dispute arising before the date 
      not available in arbitration. The waivers in subsections  of this Arbitration Agreement and any dispute relating to: (1) 
      (2)-(4) above are called the �Class Action and Multi- the imposition or collection of principal, interest, attorneys� 
      Party Waivers.� The arbitrator shall have no authority  fees, collection costs or other fees or charges relating to 
      to conduct any arbitration inconsistent with the Class  this Agreement; (2) other provisions of this Agreement; (3) 
      Action and Multi-Party Waivers.       any application, disclosure or other document relating in 
                                            any way to this Agreement or the transactions evidenced 
      3. DEFINITIONS: In this Arbitration Agreement, the following  by this Agreement; (4) any insurance or other service or 
      de?nitions will apply:                product offered or made available by or through us in 
      �You and �your� mean each and every Cardholder or  connection with this Agreement, and any associated fees 
      Borrower and Cosigner on the Agreement and the heirs,  or charges; (5) our methods of soliciting your business; and 
      executors and assigns of all of the foregoing. �We,� �us,�  (6) any documents, instruments, advertising or promotional 
      and �our� mean Sallie Mae, Sallie Mae Bank, its successors  materials that contain information about this Agreement or 
      and assigns and all of their parents, wholly or majority owned  any associated insurance or other service or product. This 
      subsidiaries and af?liates; any predecessors, successors  includes, without limitation, disputes involving alleged fraud 
      and assigns of these entities; and all of?cers, directors,  or misrepresentation, breach of contract or ?duciary duty, 
      employees, agents and representatives thereof. These  negligence or other torts, or violation of statute, regulation 
      terms also include any party named as a co-defendant  or common law. It also includes disputes involving requests 
      with us in a Claim asserted by you, such as investors  for injunctions, other equitable relief or declaratory relief. 
      or potential investors, credit bureaus, credit insurance  However, �Claim� does not include any individual action 
      companies, insurance agents, rating agencies, servicers,  brought by you in small claims court or your state�s 
      debt collectors, guarantors, performance bond trustees,  equivalent court, unless such action is transferred, removed, 
      and any of the foregoing entities� employees or of?cers.  or appealed to a different court. Also, �Claim� does not 
      �Claimant� means the party who ?rst asserts a Claim in a  include disputes concerning the validity, enforceability, 
      lawsuit or arbitration proceeding. �Administrator� means  coverage or scope of this Arbitration Agreement or any 
      either the American Arbitration Association (the �AAA�), 335  part thereof (including, without limitation, the Class 
      Madison Avenue, New York, NY 10017, www.adr.org, or  Action and Multi-Party Waivers described in Section 
      JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018,  2 above, captioned, �Important Waivers,� the next to 
      www.jamsadr.com, provided that the Administrator must not  the last sentence in Section 10, captioned �Survival, 
      have in place a formal or informal policy that is inconsistent  Severability, Primacy� and/or this sentence); all such 
      with and purports to override the Class Action and Multi- disputes are for a court and not an arbitrator to decide. 
      Party Waivers set forth above (see Section 2). We get to  However, any dispute that concerns the validity or 
      select the Administrator if we give you written notice of your  enforceability of the Cardmember Agreement as a whole 
      selection with our notice that we are electing to arbitrate any  is for the arbitrator, not a court, to decide.
      Claim or within 20 days after you give us notice that you are 
      electing to arbitrate any Claim (or, if later, within 20 days after  5. STARTING AN ARBITRATION: To initiate an arbitration, 
      any dispute over the validity of this Arbitration Agreement  you or we must give written notice of an election to arbitrate. 
      is ?nally resolved). If we do not select the Administrator on  This notice may be given after a lawsuit has been ?led and 
      time, you will do it. If for any reason the Administrator you  may be given in papers or motions in the lawsuit. If such 
      or we select is unable or unwilling to serve or continue to  a notice is given, the Claim shall be resolved by arbitration 
      serve as Administrator, the other company will serve as  under this Arbitration Agreement and the applicable rules of 
      Administrator. If neither the AAA nor JAMS is able or willing  the Administrator then in effect. The arbitrator will be selected 
      to serve as Administrator, we and you will mutually agree  under the Administrator�s rules, except that the arbitrator 
      upon an Administrator or arbitrator or the court will appoint  must be a lawyer with at least ten years of experience or a 
      the Administrator or arbitrator or arbitrators (in the case of  retired judge, unless you and we agree otherwise.
      a three -arbitrator panel provided for in Section 8, below), 
      subject to the limitations set forth above regarding the Class 
      Action and Multi-Party Waivers.
                                                                               10
      6. LOCATION AND COSTS: Any arbitration hearing that  rules, and shall be authorized to award all remedies permitted 
      you attend will take place in a location that is reasonably  by applicable substantive law, including, without limitation, 
      convenient to you. We will consider (and generally honor)  compensatory, statutory and punitive damages (subject to 
      any good faith request to bear the fees charged by the  constitutional limits that would apply in court), declaratory, 
      Administrator and the arbitrator. Each party must normally pay  injunctive and other equitable relief, and attorneys� fees and 
      the expense of that party�s attorneys, experts and witnesses,  costs. Upon the timely request of either party, the arbitrator 
      regardless of which party prevails in the arbitration. Despite  shall write a brief explanation of the basis of his or her award. 
      the foregoing, we will pay all such fees if you prevail in an  The arbitrator will follow rules of procedure and evidence 
      arbitration where you are the Claimant (even if we are not  consistent with the FAA, this Arbitration Agreement and the 
      required to pay such fees under applicable law) and will pay  Administrator�s rules.
      all such fees we are required to bear: (a) under applicable 
      law; or (b) in order to enforce this Arbitration Agreement. 10. SURVIVAL, SEVERABILITY, PRIMACY: This Arbitration 
                                            Agreement shall survive your full payment of the Account; 
      7. DISCOVERY; GETTING INFORMATION: Either party  our sale or transfer of the Account; any legal proceeding to 
      may obtain from the other party prior to the hearing any  collect a debt owed by you; any bankruptcy or insolvency; 
      information available under the Administrator�s rules or any  any forbearance granted on your Account; and any 
      relevant information the arbitrator determines should in  cancellation, or request for cancellation, of the Agreement. If 
      fairness be made available.           any portion of this Arbitration Agreement cannot be enforced, 
                                            the rest of the Arbitration Agreement will continue to apply, 
      8. EFFECT OF ARBITRATION AWARD: Any state or federal  provided that the entire Arbitration Agreement (other than 
      court with jurisdiction and venue may enter an order enforcing  this sentence) shall be null and void with respect to any 
      this Arbitration Agreement, enter judgment upon the arbitrator�s  Claim asserted on a class, representative or multi-party 
      award and/or take any action authorized under the Federal  basis if the Class Action and Multi-Party Waivers are held 
      Arbitration Act, 9 U.S.C. ��1 et seq. (the �FAA�). For any  to be invalid, subject to any right to appeal such holding. 
      arbitration-related proceedings in which courts are authorized  In the event of any con?ict or inconsistency between this 
      to take actions under the FAA, each party hereto expressly  Arbitration Agreement and the Administrator�s rules or the 
      consents to the non-exclusive jurisdiction and venue of any  Agreement, this Arbitration Agreement will govern.
      state court of general jurisdiction or any state court of equity 
      that is reasonably convenient to me, provided that the parties  11.  NOTICE  OF  CLAIM;  RIGHT  TO  RESOLVE; 
      to any such judicial proceeding shall have the right to initiate  SPECIALPAYMENT: Prior to initiating, joining or participating 
      such proceeding in federal court or remove the proceeding to  in any judicial or arbitration proceeding, whether individually, 
      federal court if authorized to do so by applicable federal law.  as a class representative or participant or otherwise, 
      The arbitrator�s award will be ?nal and binding, except for:  regarding any Claim, the Claimant shall give the other 
      (1) any appeal right under the FAA; and (2) Claims involving  party written notice of the Claim (a �Claim Notice�) and a 
      more than $50,000. For Claims involving more than $50,000  reasonable opportunity, not less than 30 days, to resolve the 
      (including claims where the cost of any requested injunctive  Claim. Any Claim Notice you send must include your name, 
      or declaratory relief would potentially exceed $50,000),  address, telephone number and Account number. Any Claim 
      any party may appeal the award to a three-arbitrator panel  Notice must explain the nature of the Claim and the relief 
      appointed by the Administrator, which will reconsider de novo  that is demanded. You may only submit a Claim Notice 
      any aspect of the initial award that is appealed. The panel�s  on your own behalf and not on behalf of any other party. 
      decision will be ?nal and binding, except for any appeal right  The Claimant must reasonably cooperate in providing any 
      under the FAA. Except as provided in Section 6, above, the  information about the Claim that the other party reasonably 
      appealing party will pay the Administrator�s and arbitrator�s  requests. If: (i) you submit a Claim Notice in accordance with 
      costs of the appeal.                  this paragraph on your own behalf (and not on behalf of any 
                                            other party); (ii) we refuse to provide the relief you request; 
      9. GOVERNING LAW: This Arbitration Agreement is made  and (iii) an arbitrator subsequently determines that you were 
      pursuant to a transaction involving interstate commerce  entitled to such relief (or greater relief), the arbitrator shall 
      and shall be governed by the FAA, and not by any state law  award you at least $7,500 (not including any arbitration fees 
      concerning arbitration. The arbitrator shall follow applicable  and attorneys� fees and costs to which you may be entitled 
      substantive law to the extent consistent with the FAA,  under this Arbitration Agreement or applicable law).
      applicable statutes of limitation and applicable privilege 
     SMCB MKT4102A 1211                                                        11