AMENDMENT N0. 10 NON-COMPETITION AGREEMENT

AMENDMENT N0. 10

NON-COMPETITION AGREEMENT

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

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

WHEREAS, the parties wish to further amend the Agreement.

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

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

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

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

Notwithstanding anything to the contrary in paragraph (a) of this Section 2, any Affiliate may acquire any entities or business (a "Parent acquired business") that makes Guaranteed Student Loans (a "competing business"); provided, that if the consolidated net revenues of the Parent acquired business derived from competing business exceeds 5% of the consolidated net revenues of the Parent acquired business (in each case, for the most recently completed fiscal year), then the Affiliate shall (i) cease conducting the competing business within eight months after the date of such acquisition, or (ii) use commercially reasonable efforts to enter into, within eight months of the date of such acquisition, a binding agreement