AMENDMENT N0. 11
NON-COMPETITION
AGREEMENT
AMENDMENT NO.
11, dated as of August 8, 2009, among The STUDENT LOAN CORPORATION,
a Delaware corporation (“Company”), CITIBANK, N.A., a
national banking association (“Citibank”), and
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, Amendment No. 9 dated as of June 22,
2008, and Amendment No. 10 dated as of August 8, 2008,
and
