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Governing Law: Delaware     Date: 8/10/2004

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                                                                     EXHIBIT 4.2


                                     FORM OF


                           SHORT-FORM TRUST AGREEMENT



            SHORT-FORM TRUST AGREEMENT, dated as of ______, 200_, between SLC

STUDENT LOAN RECEIVABLES I, INC., a Delaware corporation, as depositor (the

"Depositor"), and ______________, a Delaware __________, as owner trustee (the

"Owner Trustee"). The Depositor and the Owner Trustee hereby agree as follows:


      1. Creation of Trust.


      (a) The trust created hereby shall be known as "SLC Student Loan Trust

200_-_." The purpose of the Trust is to issue notes and to acquire certain

student loans from the Depositor with the proceeds thereof and to enter into

certain contracts in connection therewith.


      (b) The Depositor hereby assigns, transfers, conveys and sets over to the

Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt of

such amount in trust from the Depositor, which amount shall constitute the

initial trust estate. The Owner Trustee hereby declares that it will hold the

trust estate in trust for the Depositor. It is the intention of the parties

hereto that the Trust created hereby constitute a statutory trust under Chapter

38 of Title 12 of the Delaware Code, 12 Del. C. 3801 et seq. and that this Trust

Agreement constitute the governing instrument of the Trust. The Owner Trustee is

hereby authorized and directed to execute and file a certificate of trust with

the Delaware Secretary of State in the form attached hereto.


      (c) The Owner Trustee is authorized and directed to enter into such

documents and take such other action as the Depositor specifically directs in

written instructions delivered to the Owner Trustee; provided, however, the

Owner Trustee shall not be required to take any action if the Owner Trustee

shall determine, or shall be advised by counsel, that such action is likely to

result in personal liability or is contrary to applicable law or any agreement

to which the Owner Trustee is a party.


      (d) The Depositor and the Owner Trustee will enter into an Amended and

Restated Trust Agreement, satisfactory to each such party and substantially in

the form included as an exhibit to the 1933 Act Registration Statement (as

defined below), to provide for the contemplated operation of the Trust created

hereby and the issuance of the Trust's securities referred to therein

(collectively, the "Trust Securities").


      (e) The Depositor and the Owner Trustee hereby authorize and direct the

Depositor and The Student Loan Corporation, as the agents of the Trust, each

with the power (i) to file with the Securities and Exchange Commission (the

"Commission") and execute, in each case on behalf of the Trust, the Registration

Statement on Form S-3 (the "1933 Act Registration Statement"), including any

pre-effective or post-effective amendments to the 1933 Act Registration

Statement, relating to the registration under the Securities Act of 1933, as

amended, of the Trust Securities; (ii) to file and execute on behalf of the

Trust such applications,






reports, surety bonds, irrevocable consents, appointments of attorney for

service of process and other papers and documents as shall be necessary or

desirable to register the Trust Securities under the securities or blue sky laws

of such jurisdictions as the Depositor, on behalf of the Trust, may deem

necessary or desirable and (iii) to execute on behalf of the Trust one or more

underwriting agreements relating to the Trust Securities, among the Trust and

the underwriter named therein, substantially in the form included as an exhibit

to the 1933 Act Registration Statement (for the avoidance of debt, either the

Depositor or The Student Loan Corporation may execute on behalf of the Trust

such underwriting agreement).


      2. Concerning the Owner Trustee.


      (a) Except as otherwise expressly required by Section 1 of this Trust

Agreement, the Owner Trustee shall not have any duty or liability with respect

to the administration of the Trust, the investment of the Trust's property or

the payment of dividends or other distributions of income or principal to the

Trust's beneficiaries, and no implied obligations shall be inferred from this

Trust Agreement on the part of the Owner Trustee. The Owner Trustee shall not be

liable for the acts or omissions of the Depositor nor shall the Owner Trustee be

liable for any act or omission by it in good faith in accordance with the

directions of the Depositor.


      (b) The Owner Trustee accepts the trusts hereby created and agrees to

perform its duties hereunder with respect to the same but only upon the terms of

this Trust Agreement. The Owner Trustee shall not be personally liable under any

circumstances, except for its own willful misconduct or gross negligence. In

particular, but not by way of limitation:


            (i) The Owner Trustee shall not be personally liable for any error

      of judgment made in good faith by an officer or employee of the Owner



            (ii) No provision of this Trust Agreement shall require the Owner

      Trustee to expend or risk its personal funds or otherwise incur any

      financial liability in the performance of its rights or duties hereunder,

      if the Owner Trustee shall have reasonable grounds for believing that

      repayment of such funds or adequate indemnity against such risk or

      liability is not reasonably assured or provided to it;


            (iii) Under no circumstance shall the Owner Trustee be personally

      liable for any representation, warranty, covenant or indebtedness of the



            (iv) The Owner Trustee shall not be personally responsible for or in

      respect of the genuineness, form or value of the Trust property, the

      validity or sufficiency of this Trust Agreement or for the due execution

      hereof by the Depositor;


            (v) In the event that the Owner Trustee is unsure of the course of

      action to be taken by it hereunder, the Owner Trustee may request

      instructions from the Depositor and to the extent the Owner Trustee

      follows such instructions in good faith it shall not be liable to any

      person. In the event that no instructions are provided within the time

      requested by the Owner Trustee, it shall have no duty or liability for its

      failure to take any action or for any action it takes in good faith;







            (vi) All funds deposited with the Owner Truste

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