1032033--2/29/2008--SLM

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Incorrect estimates and assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect the reported amounts of assets and liabilities and the reported amounts of income and expenses. LENDING BUSINESS SEGMENT PRIVATE EDUCATION LOANS Changes in the composition of our Managed student loan portfolio will increase the risk profile of our asset base and our capital requirements. Past charge-off rates on our Private Education Loans may not be indicative of future charge-off rates because, among other things, we use forbearance policies and our failure to adequately predict and reserve for charge-offs may adversely impact our results of operations. If a school with which we have a business arrangement with respect to student loans closes or otherwise does not provide the borrower the promised education, the borrower could raise the same claims and defenses against us as the lender as it could against the school. As a result, our ability to collect loan amounts could be materially impaired. ASSET PERFORMANCE GROUP BUSINESS SEGMENT Our APG business segment may not be able to purchase defaulted consumer receivables at prices that management believes to be appropriate, and a decrease in our ability to purchase portfolios of receivables could adversely affect our net income. Future sales or issuances of our common stock may dilute the ownership interest of existing shareholders and depress the trading price of our common stock. The 7.25 percent mandatory convertible preferred stock, Series C may adversely affect the market price of our common stock. We do not currently pay regular dividends on our common stock. There can be no assurance the commitments we announced that we secured on January 28, 2008, for $31.3 billion of 364-day financing from a consortium of banks will ultimately be funded, or if they are not funded our credit rating will not be further downgraded. We are exposed to interest rate risk in the form of basis risk and repricing risk because the interest rate characteristics of our earning assets do not always match exactly the interest rate characteristics of the funding. We may face limited availability of financing, variation in our funding costs and uncertainty in our securitization financing. The rating agencies could downgrade the ratings on our senior unsecured debt, which could increase our cost of funds. Our derivative counterparties may terminate their positions with the Company if its credit ratings fall to certain levels and the Company could incur substantial additional costs to replace any terminated positions. If our securitization trusts experience shortfalls on the assets which would result in the noteholders not receiving expected interest or principal payments, we may step in and make an advance to the trust to enable the trust to make these expected payments. Our business is subject to a number of risks, uncertainties and conditions, some of which are not within our control, including general economic conditions, increased competition, adverse changes in the laws and regulations that govern our businesses and failure to successfully identify, consummate and integrate strategic acquisitions.

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1032033--2/29/2008--SLM_CORP