Obbligazione NaviCorp 4.875% ( US78442FES39 ) in USD

NaviCorp

100 USD ⇌

Stati Uniti

US78442FES39 ( in USD )

4.875% per anno ( pagato 2 volte l'anno)

17/06/2019 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Navient US78442FES39 in USD 4.875%, scaduta

1 000 USD

1 000 000 000 USD

78442FES3

N/A

Navient è una società statunitense che fornisce servizi di gestione prestiti agli studenti e di riscossione crediti.

The Obbligazione issued by NaviCorp ( United States ) , in USD, with the ISIN code US78442FES39, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 17/06/2019

http://www.sec.gov/Archives/edgar/data/1032033/000095010313007272...
424B5 1 dp42552_424b5-ps8.htm FORM 424B5
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered
Offering Price
Registration Fee
4.875% Medium Term Notes, Series A, due
$1,000,000,000
$128,800
June 17, 2019

Pricing Supplement No. 8
Filed under Rule 424(b)(5)
(to Prospectus dated November 21, 2011
File No. 333-178087
and Prospectus Supplement dated January 24, 2012)

SLM Corporation
Medium Term Notes, Series A
Due 9 Months or Longer From the Date of Issue

Principal Amount: $1,000,000,000
Floating Rate Notes: £
Fixed Rate Notes: T
Original Issue Date: December 16, 2013
Closing Date: December 16, 2013
CUSIP Number: 78442FES3
Maturity Date: June 17, 2019
Option to Extend Maturity: T No
Specified Currency: U.S. Dollars
£ Yes
If Yes, Final Maturity Date:
Redeemable in whole or in part at the option of the
o No
Redemption Price:
See "Additional Terms of the
Company:

Notes
T Yes
Optional Redemption."

Redemption Dates:
At any time as described in
"Additional Terms of the
Notes Optional
Redemption."
Repayment at the option of the Holder:
o No
Repayment Price:Not Applicable.

Repayment Dates:Not Applicable.
Repurchase Upon a Change of Control Triggering
o No

Event: x Yes
Applicable to Fixed Rate Notes

Only:
Interest Rate: 4.875% per annum. Interest Payment Dates:
Each June 17 and December 17 during the term of the Notes, unless
earlier redeemed, beginning June 17, 2014 subject to adjustment in
accordance with the following business day convention.
Interest Accrual Method: 30/360. Interest Periods:
From and including the Original Issue Date or each June 17 and
December 17 thereafter, as the case may be, to and including the next
succeeding June 16 and December 16, as the case may be, unless earlier
redeemed, with no adjustment to period end dates for accrual purposes.
Joint Book-Running Managers

Barclays
Deutsche Bank Securities
J.P. Morgan
Co-Managers

BofA Merrill Lynch
Credit Suisse
Goldman, Sachs & Co.
RBC Capital Markets
RBS
December 11, 2013

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Business Day Convention: Following Business Day, unadjusted.
Business Day:
New York.
Form:
Book-entry.
Denominations:
$2,000 minimum and integral multiples of $1,000 in excess thereof.
Trustee:
The Bank of New York Mellon, as successor trustee by virtue of a transfer of all or substantially all of the
corporate trust business assets of JPMorgan Chase Bank, National Association, formerly known as
JPMorgan Chase Bank and The Chase Manhattan Bank.
Agents:
The following agents are acting as underwriters in connection with this issuance.

Agents
Principal Amount of
Notes
Barclays Capital Inc.
$266,666,000

Deutsche Bank Securities Inc.
266,667,000

J.P. Morgan Securities LLC
266,667,000

Credit Suisse Securities (USA) LLC
40,000,000

Goldman, Sachs & Co.
40,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated
40,000,000

RBC Capital Markets, LLC
40,000,000

RBS Securities Inc.
40,000,000

Total
$1,000,000,000
Issue Price:
99.405%
Agents' Commission:
1.00% (100 bps)

An affiliate of one of the agents has entered into a swap transaction in connection with the Notes and may
receive compensation for that transaction.
Net Proceeds:
$984,050,000
Concession:
0.60% (60 bps)
Reallowance:
0.25% (25 bps)
CUSIP Number:
78442FES3
ISIN:
US78442FES39
Common Code:
097682283
______________________

Obligations of SLM Corporation and any subsidiary of SLM Corporation are not guaranteed by the full faith and credit of the
United States of America. Neither SLM Corporation nor any subsidiary of SLM Corporation is a government-sponsored
enterprise or an instrumentality of the United States of America.

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TABLE OF CONTENTS

Cautionary Statement Concerning Forward-Looking Statements
PS-4
Additional Terms of the Notes
PS-4
Proposed Separation of Our Business
PS-8
Risk Factors Related to NewCo's Business and the Separation
PS-18
Unaudited Pro Forma Condensed Consolidated Financial Statements
PS-35
Separation Agreements
PS-47
Underwriters Other Relationships
PS-48
Glossary
PS-49
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this pricing
supplement, the prospectus supplement, the prospectus or in any free writing prospectus prepared by or on behalf of us or to which we
have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you.

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Cautionary Statement Concerning Forward-Looking Statements

This pricing supplement contains certain forward-looking statements regarding business strategies, market potential, future
financial performance and other matters. The words "believe," "expect," "anticipate" and similar expressions, among others, generally
identify "forward-looking statements," which speak only as of the date the statements were made. The matters discussed in these
forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from
those projected, anticipated or implied in the forward-looking statements. In particular, information included under "Proposed
Separation of Our Business--NewCo," "Proposed Separation of Our Business--The Separation and Distribution," "Risk Factors
Related to NewCo's Business and the Separation" and "Unaudited Pro Forma Condensed Consolidated Financial Statements" contain
forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed,
such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Factors
that could cause actual results or events to differ materially from those anticipated include the matters described under "Risk Factors
Related to NewCo's Business and the Separation" and "Unaudited Pro Forma Condensed Consolidated Financial Statements" and in the
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our reports
incorporated by reference into the accompanying prospectus.

Additional Terms of the Notes

Optional Redemption

The notes will be redeemable as a whole or in part, at our option at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of such notes and (ii) the sum of the present values of the remaining scheduled payments of principal and
interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus in each case accrued
interest thereon to the date of redemption.

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of such notes.

"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with
us.

"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

"Reference Treasury Dealer" means each of Barclays Capital Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities
LLC plus two others or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided,
however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in The City of New
York (a "Primary Treasury Dealer"), SLM Corporation shall substitute therefor another Primary Treasury Dealer.

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"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on
the third business day preceding such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of
notes to be redeemed.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes
or portions thereof called for redemption.

Repurchase Upon a Change of Control

If a Change of Control Triggering Event occurs, unless we have exercised our right, if any, to redeem the notes in full, we will
offer (the "Change of Control Offer") to repurchase any and all of each noteholder's notes (equal to $2,000 or an integral multiple of
$1,000 above that amount) at a repurchase price in cash equal to 101% of the aggregate principal amount of the notes repurchased plus
accrued and unpaid interest, if any, thereon, to the date of repurchase (the "Change of Control Payment"). Within 30 days following any
Change of Control Triggering Event, we will be required to mail a notice to noteholders, with a copy to the trustee, describing the
transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the notes on the date
specified in the notice, which date will be no less than 30 days and no more than 60 days from the date such notice is mailed (the
"Change of Control Payment Date"), pursuant to the procedures described in such notice.

We must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with
the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control repurchase provisions of the notes, we will be required to comply with the applicable
securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control repurchase
provisions of the notes by virtue of such conflicts.

We will not be required to offer to repurchase the notes upon the occurrence of a Change of Control Triggering Event if a third
party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the
third party repurchases on the applicable date all notes properly tendered and not withdrawn under its offer; provided that for all
purposes of the notes and the indenture governing the notes, a failure by such third party to comply with the requirements of such offer
and to complete such offer shall be treated as a failure by us to comply with our obligations to offer to purchase the notes unless we
promptly make an offer to repurchase the notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon,
to the date of repurchase, which shall be no later than 30 days after the third party's scheduled Change of Control Payment Date.

On the Change of Control Payment Date, we will be required, to the extent lawful, to:

·
accept or cause a third party to accept for payment all notes or portions of notes properly tendered pursuant to the
Change of Control Offer;

·
deposit or cause a third party to deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all notes or portions of notes properly tendered; and

·
deliver or cause to be delivered to the trustee the notes properly accepted, together with an officer's certificate stating
the principal amount of notes or portions of notes being purchased.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other
disposition of "all or substantially all" of the properties or assets of SLM Corporation and its subsidiaries taken as a whole. Although
there is a limited body of case law interpreting the phrase "substantially all,"

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there is no precise, established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that we
offer to repurchase the notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of SLM
Corporation and its subsidiaries taken as a whole to another Person (as defined in the indenture governing the notes) or group may be
uncertain.

Additionally, we will not execute any supplemental indenture that would make any change in the terms and conditions of this
issuance of notes described above that would adversely affect the rights of any holder of such notes without the written consent of the
holders of a majority in principal amount of the outstanding notes described above.

For purposes of the foregoing discussion of the applicable Change of Control provisions, the following definitions are
applicable:

"Ratings Downgrade Event" means, on any date during the Trigger Period, the Notes being downgraded by at least one modifier
(a modifier being plus, neutral or minus for S&P or Fitch, 1, 2 or 3 for Moody's and a similar modifier by any other Rating Agency) by
any two of the three Rating Agencies from the rating on the Notes by each such Rating Agency on the date prior to the first day of the
Trigger Period; provided that no Ratings Downgrade Event shall be deemed to occur, if either (i) the rating on the Notes by each Rating
Agency that downgraded its rating is an Investment Grade Rating after the downgrade or (ii) in respect of a particular Change of Control,
the Rating Agency or Agencies (as applicable) that downgraded the Notes announce or confirm or inform the Trustee in writing that the
reduction was not the result, in whole or in part, of any event or circumstance comprised of, or arising as a result of, or in respect of, the
applicable Change of Control.

"Board of Directors" means the board of directors or comparable governing body of SLM Corporation; provided that if SLM
Corporation is a wholly-owned subsidiary of another person, the Board of Directors means the board of directors or comparable
governing body of such person.

"Change of Control" means the occurrence of any of the following: (1) direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the
properties or assets of SLM Corporation and its subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3)
of the Exchange Act) other than to SLM Corporation or one of its subsidiaries; (2) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the
Exchange Act) other than SLM Corporation or one of its subsidiaries becomes the beneficial owner, directly or indirectly, of more than
50% of the then-outstanding number of shares of SLM Corporation's voting stock; (3) SLM Corporation consolidates with, or merges
with or into, any "person" (as that term is used in Section 13(d)(3) of the Exchange Act), or any "person" (as that term is used in Section
13(d)(3) of the Exchange Act) consolidates with, or merges with or into, SLM Corporation, in any such event pursuant to a transaction in
which any of the outstanding voting stock of SLM Corporation or such other "person" (as that term is used in Section 13(d)(3) of the
Exchange Act) is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of
the voting stock of SLM Corporation outstanding immediately prior to such transaction constitute, or are converted into or exchanged for,
a majority of the voting stock of the surviving "person" (as that term is used in Section 13(d)(3) of the Exchange Act) immediately after
giving effect to such transaction; (4) the first day on which a majority of the members of the Board of Directors are not Continuing
Directors; or (5) the adoption of a plan relating to the liquidation or dissolution of SLM Corporation; provided, however, that a
transaction will not be deemed to involve a Change of Control if (A) we become a wholly owned subsidiary of a holding company and
(B) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the
holders of SLM Corporation's voting stock immediately prior to that transaction. For purposes of this definition, "voting stock" means
capital stock or other equity interests, of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing similar functions) of SLM Corporation, even if the right to vote has been
suspended by the happening of such a contingency.

"Change of Control Triggering Event" means the occurrence of both (i) a Change of Control and (ii) a Ratings Downgrade
Event.

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"SLM Corporation" means SLM Corporation until a successor replaces it, and thereafter means the successor.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors who (1) was a member of
the Board of Directors on the date of the issuance of the notes; or (2) was nominated for election or elected to the Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination
or election (either by specific vote or by approval of SLM Corporation's proxy statement in which such member was named as a
nominee for election as a director).

"Fitch" means Fitch, Inc., also known as Fitch Ratings.

"Investment Grade Rating" means a rating by Moody's equal to or higher than Baa3 (or the equivalent under a successor rating
category of Moody's), a rating by S&P equal to or higher than BBB- (or the equivalent under any successor rating category of S&P), a
rating by Fitch equal to or higher than BBB- (or the equivalent under any successor rating category of Fitch), and the equivalent
investment grade credit rating from any replacement rating agency or rating agencies selected by us under the circumstances permitting us
to select a replacement agency and in the manner for selecting a replacement agency, in each case as set forth in the definition of "Rating
Agencies".

"Moody's" means Moody's Investors Service, Inc.

"Rating Agencies" means (1) Moody's, S&P and Fitch; and (2) if any or all of Moody's, S&P or Fitch ceases to rate the notes
or fails to make a rating of the notes publicly available for reasons outside of our control, a "nationally recognized statistical rating
organization" within the meaning of Section 3(a)(62) under the Exchange Act, that we select (pursuant to a resolution of the Board of
Directors) as a replacement agency for any of Moody's, S&P or Fitch, or all of them, as the case may be.

"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business.

"Trigger Period" means the period commencing one day prior to the first public announcement by SLM Corporation of a
Change of Control or an arrangement that could result in a Change of Control and ending 60 days following consummation of the Change
of Control (which period will be extended following consummation of a Change of Control for so long as the rating of the Notes is under
announced consideration for possible downgrade by any of the Rating Agencies as the result, in whole or in part, of any event or
circumstance comprised of, or arising as a result of, or in respect of, the applicable Change of Control).

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Proposed Separation of Our Business

On May 29, 2013, SLM Corporation first announced that it intended to separate into two, distinct, publicly-traded entities--an
education loan management business and a consumer banking business. The education loan management business would be comprised of
SLM Corporation's portfolios of student loans not held by Sallie Mae Bank, as well as most student loan servicing and collection
activities on these loans and loans held by third parties. The consumer banking business, comprised primarily of Sallie Mae Bank and its
private education loan origination business, the Private Education Loans it holds and a related servicing business, would be a consumer
banking franchise with expertise in helping families save, plan and pay for college. SLM Corporation announced that it intended to effect
the separation through the distribution of the common stock of a new entity, which we refer to as NewCo, formed to hold the assets and
liabilities associated with SLM Corporation's education loan management business.

If the separation and distribution are completed, SLM Corporation, the issuer of the notes offered hereby, will become a
wholly-owned subsidiary of NewCo and will be converted to a limited liability company. The notes together with the other outstanding
public indebtedness of SLM Corporation before the separation and distribution will remain the obligation of the wholly-owned
subsidiary of NewCo.

SLM Corporation will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with,
the separation and distribution and, to the extent it determines to so proceed, to determine the separation and distribution date. It is
expected that the separation and distribution, if completed, will occur in the first half of 2014. The ability of SLM Corporation to timely
effect the separation and distribution is subject to several conditions, including, among others, the receipt of a favorable private letter
ruling from the Internal Revenue Service ("IRS") and the Securities and Exchange Commission (the "SEC") declaring effective the Form
10 registration statement relating to the securities of the separated entity. SLM Corporation cannot assure that it will be able to complete
the separation in a timely fashion, if at all. For these and other reasons, the separation may not be completed on the terms or timeline
contemplated. Further, if the separation is completed, it may not achieve the intended results. Any such difficulties could adversely affect
SLM Corporation's business, results of operations or financial condition.

In connection with SLM Corporation's announcement in May 2013 of the proposed separation, the rating agencies took certain
negative ratings actions, including, in one instance, lowering SLM Corporation's senior unsecured long-term credit rating to below
investment grade level with negative implications and with respect to certain other rating agencies, placing its senior unsecured
long-term credit ratings on negative watch. SLM Corporation's senior unsecured long-term credit rating had already been rated below
investment grade level by one ratings agency. There can be no assurance that SLM Corporation's credit ratings will not be reduced
further or reduced by other rating agencies at the conclusion of their credit review. There can be no assurance as to the ratings, if any, of
SLM Corporation's senior unsecured debt following the separation, at which time SLM Corporation will be a subsidiary of NewCo, or
that one or more rating agencies will not lower SLM Corporation's senior unsecured credit ratings following the separation.

As used in this pricing supplement:

·
"Existing SLM" refers to the Delaware corporation that is SLM Corporation as of the date of this pricing supplement. As
part of the internal corporate reorganization, Existing SLM will become a limited liability company and ultimately be
contributed to, and become a wholly owned subsidiary of, NewCo.

·
"SLM BankCo" refers to New BLC Corporation, a newly-formed Delaware corporation that (a) is currently a subsidiary of
Existing SLM and (b) after the internal corporate reorganization, will replace Existing SLM as the publicly-traded parent
company pursuant to the SLM Merger and change its name to "SLM Corporation." SLM BankCo will own and operate the
consumer banking business and will be the company that distributes all of the issued and outstanding shares of NewCo
common stock in the distribution.

·
"NewCo" refers to New Corporation, a Delaware corporation that (a) is currently a subsidiary of Existing SLM, (b) as part
of the internal corporate reorganization will be transferred by Existing SLM to, and become a subsidiary of, SLM BankCo
and (c) its shares will be

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distributed to the Existing SLM stockholders pursuant to the distribution. NewCo was formed to own and operate Sallie
Mae's education loan management business.

·
"Bank" refers to Sallie Mae Bank, a Utah industrial bank that (a) is currently a subsidiary of Existing SLM and (b) as part
of the internal corporate reorganization, will be transferred by Existing SLM to, and become a subsidiary of, SLM BankCo.

·
"Upromise" refers to Upromise, Inc., a Delaware corporation that operates the Upromise Rewards program that (a) is
currently a subsidiary of Existing SLM and (b) as part of the internal corporate reorganization will be transferred by
Existing SLM to, and become a subsidiary of, SLM BankCo.

·
"Insurance Business" refers to the Existing SLM insurance services business which offers tuition insurance, renters
insurance and student health insurance to college students and higher education institutions. The Insurance Business (a) is
currently operated through one or more subsidiaries of Existing SLM and (b) as part of the internal corporate reorganization
will be transferred by Existing SLM to, and be operated through one or more subsidiaries of, SLM BankCo.

·
"SLM Merger" refers to the merger of Existing SLM with and into Merger Sub.

·
"Merger Sub" refers to a newly formed limited liability company wholly owned by SLM BankCo.

·
"SMI" refers to Sallie Mae, Inc., a Delaware corporation that is currently a subsidiary of Existing SLM and is responsible
for most of its servicing and collection businesses. In connection with the corporate reorganization, SMI will contribute
some of the assets and liabilities of its private education loan servicing business to a new subsidiary, referred to herein as
Private ServiceCo. After the internal corporate reorganization, SMI will remain a subsidiary of Existing SLM and be an
indirect subsidiary of NewCo.

·
"Private ServiceCo" refers to SMB Servicing Company, Inc., a Delaware corporation formed to hold the private education
loan services assets to be transferred to it by SMI. Private ServiceCo is currently a subsidiary of SMI and as part of the
internal corporate reorganization will be transferred to, and become a subsidiary of, SLM BankCo.

·
"SLMIC" refers to Sallie Mae Investment Corporation, a Rhode Island corporation that owns the residual interests of the
FFELP Loans and Private Education Loans that have been funded through securitization trusts. SLMIC is currently a
subsidiary of Existing SLM and after the internal corporate reorganization will remain a subsidiary of Existing SLM and be
an indirect subsidiary of NewCo.

·
"Unsecured Debt" refers to Existing SLM's unsecured public indebtedness of $18.7 billion outstanding as of September 30,
2013, and $19.7 billion after adjusting for the issuance of the notes offered hereby. After the internal corporate
reorganization, the Unsecured Debt will remain the obligation of Existing SLM, which will be a subsidiary of NewCo.

·
"Preferred Stockholders" refers to the holders of Existing SLM's outstanding shares of Series A, 6.97 percent cumulative
redeemable preferred stock and Series B, floating rate non-cumulative preferred stock. As part of the internal corporate
reorganization and pursuant to the SLM Merger, all of the outstanding shares of Existing SLM preferred stock will be
converted, on a 1-to-1 basis, into shares of SLM BankCo preferred stock without any action being required by these holders.

Additional defined terms can be found in the glossary included in this pricing supplement.

NewCo

New Corporation was incorporated in Delaware on November 7, 2013, for the purpose of holding Existing SLM's education loan
management business in connection with the separation and distribution described herein. Prior to the contribution of this business to
NewCo, which will be completed immediately prior to the distribution, NewCo will have no operations and has nominal assets. If the
separation is completed, Existing SLM will become a wholly-owned subsidiary of Newco.

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NewCo and its subsidiaries will hold the largest portfolio of student loans issued under the FFELP and NewCo will also be the
largest holder of previously issued Private Education Loans. NewCo will service and collect on these loans for its own account, as well
as for loans owned by numerous banks, credit unions and non-profit education lenders.

Private Education Loans bear the full credit risk of the customer and any cosigner and are made primarily to bridge the gap
between the cost of higher education and the amount funded through financial aid, federal loans or students' and families' resources.

NewCo further will provide servicing support for guaranty agencies, which serve as intermediaries between the U.S. federal
government and FFELP lenders and are responsible for paying claims on defaulted FFELP Loans. The services NewCo will provide
include account maintenance, default aversion, post default collections and claim processing. In addition, NewCo will provide loan
servicing and collection services to ED. NewCo also will generate revenue through collection of delinquent debt on behalf of clients on
a contingent basis. These collection activities will be related to education loans and other asset classes.

NewCo's goal will be to maximize the cash flow generated by its education loan portfolio, including through the acquisition of
additional education loans from third parties and the expansion of its loan servicing and collection businesses. The vast majority of
NewCo's income will be derived, directly or indirectly, from its portfolios of education loans and the servicing and collection activities
that it will provide for these loans. NewCo's FFELP Loans will amortize over the next 20 years, and the fee income NewCo earns from
providing servicing and contingent collections services on such loans will similarly decline over time.

As of September 30, 2013, on a pro forma basis, NewCo's principal assets consisted of approximately:

·
$105 billion in FFELP Loans, which yield an average of 2.0 percent annually on a "Core Earnings" basis and have a
weighted average life of 7.7 years. Approximately 83 percent of these loans were funded to term with non-recourse,
long-term securitization debt through the use of securitization trusts;

·
$32 billion in Private Education Loans, which yield an average of 6.3 percent annually on a "Core Earnings" basis and have
a weighted average life of 7.1 years;

·
$7.8 billion of other interest-earning assets, including securitization trust restricted cash;

·
a leading FFELP Loan and DSLP servicing platform that services loans for more than 10 million federal education loan
customers, including 5.7 million customer accounts serviced under NewCo's contract with ED; and

·
a leading student loan contingent collection platform with an outstanding inventory of contingent collections receivables of
approximately $15.2 billion, of which approximately $12.9 billion was student loans and the remainder was other debt.

In the first nine months of 2013, Existing SLM sold Residual Interests in five of its FFELP Loan securitization trusts to third
parties. The sales resulted in the recognition of $312 million in gains, and removed securitization trust assets of $12.5 billion and related
liabilities of $12.1 billion from our balance sheet. NewCo will consider additional monetization opportunities related to the Residual
Interests it holds in securitization trusts. NewCo will continue to service these student loans in the trusts pursuant to existing agreements.

Substantially all of NewCo's revenues will be generated in the United States.

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