AMENDMENT N0. 9 NON-COMPETITION AGREEMENT

NonCompetition Agreement

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CITIBANK, NA | Citigroup Inc | STUDENT LOAN CORPORATION

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Title: AMENDMENT N0. 9 NON-COMPETITION AGREEMENT
Date: 6/26/2008
Industry: Consumer Financial Services Sector: Financial

AMENDMENT N0. 9

NON-COMPETITION AGREEMENT

AMENDMENT NO. 9, dated as of June 22, 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, and Amendment No. 8, dated as of June 2

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