In re: SLM Corporation 08-CV-01029-Declaration of Jonathan ...securities.stanford.edu/filings-documents/1039/SLM... · In re SLM Corporation Securities Litigation : Case No. 08 Civ

Case 1:08-cv-01029-WHP Document 166 Filed 03/30/12 Page 1 of 92

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

: In re SLM Corporation Securities Litigation : Case No. 08 Civ. 1029 (WITP)

:

DECLARATION OF JONATHAN K. LEVINE IN SUPPORT OF LEAD PLAINTIFF’S UNOPPOSED MOTION FOR PRELIMINARY

APPROVAL OF CLASS ACTION SETTLEMENT

GIRARD GIBBS LLP Jonathan K. Levine 711 Third Avenue, 20th Floor New York, NY 10017 Telephone: (212) 867-1721 Facsimile: (212) 867-1767

- and –

Daniel C. Girard Amanda M. Steiner Christina C. Sharp 601 California Street, Suite 1400 San Francisco, CA 94108 Telephone: (415) 981-4800 Facsimile: (415) 981-4846

Lead Plaintiff’s Counsel

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I, Jonathan K. Levine, under penalty of perjury, hereby declare:

I am a partner of Girard Gibbs LLP, lead plaintiff’s counsel in this action, and am

admitted to practice in the Southern District of New York. I submit this declaration in support of

Lead Plaintiff SLM Ventures’ unopposed motion for preliminary approval of the class action

settlement in this matter. I have personal knowledge of and could competently testify about the

information set forth below.

2. The terms of the proposed settlement are set forth in a Stipulation and Agreement

of Settlement entered into by all parties dated March 23, 2012. A true and correct copy of the

Stipulation is attached hereto as Exhibit 1.

Lead Counsel’s Investigation Prior to Filing the Second Amended Complaint

3. In April 2009, SLM Ventures was appointed lead plaintiff and Girard Gibbs was

appointed lead counsel. My firm immediately began work on an amended complaint. Girard

Gibbs retained investigators to locate and interview potential witnesses and retained an

accounting expert to analyze SLM Corporation’s (“Sallie Mae”) financial statements and MD&A

disclosures and assist counsel in analyzing the accounting issues raised in the amended

complaint. The results of our investigation and the work done by our accounting expert are

reflected in the allegations set forth in the Second Amended Class Action Complaint (the

“Complaint”), which was filed by SLM Ventures in September 2009 (Dkt. No. 96). The Court

denied a motion to dismiss the Complaint in substantial part in September 2010. Dkt. No. 114.

Discovery

4. Following the initial case management conference, the parties served their initial

document requests in November and December 2010. SLM Ventures, an investment

partnership, ultimately produced more than 40,000 pages of documents in response to

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defendants’ document requests. In connection with class certification, defendants deposed Sam

Sotoodeh, the managing partner of SLM Ventures twice. Mr. Sotoodeh was deposed once in his

personal capacity and again as a Rule 30(b)(6) representative of SLM Ventures. Two of the

other principal investors in SLM Ventures, Mark Moshayedi and Wolfgang Reinicke, also were

deposed by defendants and produced responsive documents in connection with class

certification.

5. Discovery brought by SLM Ventures was necessarily more extensive, given the

plaintiff’s burden of proof in a Rule 10b-5 case. As a result of numerous meet and confer

sessions, defendants ultimately served three rounds of amended written responses to SLM

Ventures’ initial document requests, four different versions of their original privilege log (which

contained more than 400 entries), and three versions of their supplemental privilege log (which

contained more than 16,600 additional entries). My firm took an early Rule 30(b)(6) deposition

of defendants’ information technology expert to assist us in negotiations over the protocol for the

production and search for electronic documents. Later in the litigation, we took another Rule

30(b)(6) deposition concerning certain of Sallie Mae’s accounting practices and the employees,

committees and departments involved in the matters alleged in the Complaint and the relevant

documents created and maintained by those employees, committees and departments.

6. Discovery on behalf of SLM Ventures also extended to relevant non-parties. We

also served subpoenas on Pricewaterhouse Coopers (“PwC”) (Sallie Mae’s independent auditor)

and J.C. Flowers & Co. (the key player in the group of private equity investors that had agreed to

acquire Sallie Mae in 2007). Following the service of the subpoenas, we negotiated resolutions

of the objections asserted by the non-parties to the subpoenas and their demands for

compensation.


7. Defendants, PwC and J.C. Flowers ultimately produced more than 1.7 million

pages of documents in response to SLM Ventures’ document requests and subpoenas. My firm

deployed a team of in-house attorneys and paralegals who reviewed and analyzed the

productions, which included hundreds of thousands of emails, Excel spreadsheets containing

accounting data, presentations relating to the PEL business and draft SEC filings. Our

accounting expert reviewed and analyzed PwC’s 2006-2008 audit and quarterly review

workpapers and many of the complex financial and accounting documents and spreadsheets

contained in Sallie Mae’s production, while our damages expert and consultants reviewed and

analyzed documents in the production relating to Sallie Mae’s public disclosures and

communications with securities analysts.

8. SLM Ventures served three additional short sets of document requests in

December 2011 and January 2012. In January 2012, following letter briefing and a telephonic

conference with the Court, the Court ordered defendants to produce emails from four additional

custodians and directed that defendants produce documents for an additional nine-month time

period in 2006.

9. I deposed nine senior current and former executives of Sallie Mae who

participated in the PEL business and the accounting practices at issue in the Complaint.

Depositions continued throughout the period of settlement negotiations, and at the time the

parties agreed to the proposed Settlement, additional depositions were scheduled to be conducted

within the month, including the depositions of the PwC audit partner, defendant Lord and a

number of other senior current and former executives of Sallie Mae. Defendants also were

conducting depositions during this period, and we appeared the depositions of four of the

confidential witnesses cited in the Complaint who defendants had subpoenaed for deposition.

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10. Finally, both SLM Ventures and defendants served extensive contention

interrogatories near the close of fact discovery. We were preparing responses to those

interrogatories at the time the parties agreed to the proposed Settlement.

Class Certification

11. We anticipated that class certification would be strongly contested by defendants

and at the outset retained Professor Gregg Jarrell as a testifying expert and Forensic Economics

as consultants with respect to the market efficiency, loss causation and damages issues we

expected to arise in the case. SLM Ventures’ motion for class certification included a

comprehensive affidavit from Professor Jarrell on market efficiency and a method for proving

loss causation later in the litigation, which was supported by the work done by Forensic

Economics. Professor Jarrell produced more than 18,000 pages of documents he relied upon in

preparing his affidavit, and was deposed twice by defendants in connection with class

certification. He also submitted a rebuttal affidavit to address the arguments raised by

defendants’ class certification expert, Professor Christopher James, who I deposed in connection

with class certification.

Experts and Consultants

12. Because of the complex accounting and financial fraud allegations in the case and

the significant loss causation and damages issues raised by defendants in their motion to dismiss

and opposition to class certification, we relied throughout the litigation on various experts and

consultants. In addition to preparing two affidavits and being deposed twice in connection with

class certification, at the time of settlement Professor Jarrell, assisted by Forensic Economics,

had begun working on damage and loss causation assessments and had also begun preliminary

work on an expert report. Our accounting expert, retained at the beginning of the litigation,


assisted us in our pre-filing investigation, drafting the Complaint and discovery requests, and

advised us in the course of our negotiations with defendants and non-parties concerning the

accounting documents to be produced. He also reviewed relevant accounting and financial

documents, helped my firm prepare for many of the depositions, and had begun work on an

expert report at the time settlement was reached. We also consulted with an expert on loan loss

reserves, who was preparing to begin work on another expert report if the case did not settle.

Claims Administration

13. In connection with the proposed Settlement, we sought confidential bids from five

of the leading class action administration firms. The bidders were asked to detail price terms,

provide a firm estimate of the time needed to process class member claims, describe the results

of any past audits of their claims administration work, give information about their insurance

resources and detail their relevant experience. All five firms submitted bids, which we carefully

evaluated. Some of the firms were asked to provide supplemental information.

14. Subject to Court approval, we selected A.B. Data, Ltd, which has agreed to

aggressive price terms and undertaken to complete claims administration within six months of

the deadline for the filing of claim forms. A.B. Data has also agreed to financial penalties for

failing to complete claims administration in the time specified.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct. Executed this 30th day of March, 2012 at San Francisco,

California.

/s/ Jonathan K. Levine

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CERTIFICATE OF SERVICE

I, Jonathan K. Levine, hereby certify that on March 30, 2012, I caused the following

document(s) to be filed electronically with the United States District Court for the Southern

District of New York through the Court’s mandated ECF service:

DECLARATION OF JONATHAN K. LEVINE IN SUPPORT OF LEAD PLAINTIFF’S UNOPPOSED MOTION FOR PRELIMINARY

APPROVAL OF CLASS ACTION SETTLEMENT

Counsel of record are required by the Court to be registered e-filers, and as such are

automatically e-served with a copy of the document(s) upon confirmation of e-filing.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 30th day of March, 2012 at San Francisco, California.

/s/ Jonathan K. Levine Jonathan K. Levine

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EXHIBIT 1



x Case No. 08 Civ. 1029 ()AI-IP)

In re SLM Corporation Securities Litigation

x

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (the "Stipulation") is submitted pursuant to

Rule 23 of the Federal Rules of Civil Procedure. Subject to the approval of the Court, this

Stipulation is entered into among Lead Plaintiff SLM Ventures ("Ventures") on behalf of itself

and the Certified Class (as hereinafter defined), and Defendants SLM Corporation ("SLM") and

Albert L. Lord (collectively, the "Settling Defendants"), by and through their respective counsel.

This Stipulation is intended by the Settling Parties to fully, finally and forever resolve, discharge

and settle the Released Claims, upon and subject to the terms and conditions hereof

L1 I ixc

A. The above-captioned action was initially filed in this Court on or about January

31, 2008, and is hereinafter referred to as the "Action";

B. On April 1, 2009, Ventures was appointed to serve as Lead Plaintiff in the Action,

and the law firm of Girard Gibbs LLP was appointed to serve as Lead Counsel;

C. On September 3, 2009, Lead Plaintiff filed a Second Amended Class Action

Complaint on behalf of itself and all other persons or entities who bought or otherwise acquired


SLM common stock between January 18, 2007 and January 23, 2008, inclusive, alleging that

Settling Defendants and others had made materially false and misleading statements and

omissions in SLM's public statements, filings with the Securities and Exchange Commission

("SEC") and other public documents to the investing public regarding the loan underwriting

standards, forbearance practices and loss allowances of SLM, its subsidiaries and/or affiliates

with respect to certain student loans known as private education loans ("PELs") originated,

acquired, serviced or collected by SLM, its subsidiaries and/or affiliates, thereby understating

SLM's Joan loss reserves and overstating SLM's profitability, and allegedly artificially inflating

the price of SLM's common stock;

D. The Second Amended Class Action Complaint further alleges that Plaintiff and

other class members purchased the common stock of SLM during this period at prices artificially

inflated as a result of the Settling Defendants' dissemination of false and misleading statements

regarding the profitability of SLM's PEL portfolio, in violation of Sections 10(b) and 20(a) of

the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b) and 78t(a), and Rule lOb-5, 17 C.F.R.

§ 240. lOb-S. promulgated thereunder;

E. On December 11, 2009, Settling Defendants moved to dismiss the Second

Amended Class Action Complaint, which motion was granted in part and denied in part on

September 24, 2010;

F. On October 29, 2010, the Settling Defendants filed Answers to the Second

Amended Class Action Complaint;

G. On April 8, 2011, Lead Plaintiff moved for certification of a class of all persons

who purchased or otherwise acquired SLM common shares during the period January 18, 2007

through and including January 23, 2008 ("the Class Period");

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H. On June 6, 2011, Settling Defendants filed their memorandum of law in

opposition to Lead Plaintiffs motion for class certification;

I. On July 1, 2011, Lead Plaintiff filed its reply memorandum of law in support of

the motion for class certification, revising the class it sought to certify to a class of all persons

who purchased or otherwise acquired SLM common shares during the Class Period and who

possessed any of those shares over one or more of the dates of December 19, 2007, January 3,

2008 and January 23, 2008 ("the Class");

J. On January 24, 2012, the Court entered its Memorandum and Order certifying the

Class as proposed by Lead Plaintiff;

K. Lead Plaintiff has actively pursued document discovery for more than a year,

during which time Lead Counsel has obtained and reviewed over 1.7 million pages of responsive

information obtained from Settling Defendants and other non-parties, and conducted or defended

19 depositions;

L. The Settling Defendants and Released Parties (as defined below) deny any

wrongdoing whatsoever and this Stipulation shall in no event - in any forum (including, but not

limited to, any judicial, arbitral, or administrative proceeding) -- be construed or deemed to be

evidence of or an admission or concession on the part of any Settling Defendant or Released

Party with respect to any claim or of any fault, liability, wrongdoing or damage whatsoever, or

any infirmity in the defenses that the Settling Defendants have asserted. The parties to this

Stipulation recognize, however, that the Action has been filed by Lead Plaintiff on behalf of

itself and the Certified Class (as defined below), and defended by the Settling Defendants, in

good faith and with adequate basis in fact under Federal Rule of Civil Procedure 11, that the

Action is being voluntarily settled after advice of counsel, and that the terms of the settlement are

3


fair, adequate and reasonable. This Stipulation shall not be construed or deemed to be a

concession by Lead Plaintiff of any infirmity in the claims asserted in the Action;

M. Lead Counsel has conducted an investigation relating to the claims and the

underlying events and transactions alleged in the Second Amended Class Action Complaint,

analyzed the evidence adduced during pretrial discovery and researched the applicable law with

respect to the claims of Lead Plaintiff and the Certified Class against the Settling Defendants and

the potential defenses thereto;

N. Lead Plaintiff and Lead Counsel have conducted discussions and arm's length

negotiations with Settling Defendants and their counsel and have participated in a mediation

before the Honorable Daniel Weinstein (Ret.) with respect to a compromise and settlement of the

Action as against the Settling Defendants with a view to settling the issues in dispute and

achieving the best relief possible consistent with the interests of the Certified Class;

0. Based upon their investigation and pretrial discovery as set forth above, Lead

Counsel has concluded that the terms and conditions of this Stipulation are fair, reasonable and

adequate to Lead Plaintiff and the Certified Class, and in their best interests, and Lead Plaintiff

has agreed to settle the claims raised in the Action, and any claims arising from substantially

similar facts (the "Settled Claims" as defined below), pursuant to the terms and provisions of this

Stipulation, after considering (1) the substantial benefits that members of the Certified Class will

receive from settlement of the Action, (2) the attendant risks of litigation, and (3) the desirability

of permitting the Settlement to be consummated as provided by the terms of this Stipulation; and

P. Nothing in this Stipulation shall be construed or deemed to be evidence of an

admission or concession on the part of any Settling Defendant or Released Party with respect to

any claim or any fault or liability or wrongdoing or damages whatsoever, or any infirmity in the

4


defenses that the Settling Defendants have asserted or may assert. Likewise, nothing in this

Stipulation shall be construed or deemed to be evidence of an admission or concession on the

part of Lead Plaintiff or any Certified Class Member of any infirmity in the claims asserted in the

Action against the Settling Defendants.

NOW THEREFORE, without any admission or concession on the part of Lead Plaintiff

of any lack of merit of the Action whatsoever, and without any admission or concession of any

fault, liability, wrongdoing or damage whatsoever, or lack of merit in the defenses whatsoever,

by the Settling Defendants, it is hereby STIPULATED AND AGREED, by and among the

parties to this Stipulation, through their respective attorneys, subject to approval of the Court

pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, in consideration of the benefits

flowing to the parties hereto from the Settlement, that all Settled Claims (as hereinafter defined)

as against the Released Parties (as hereinafter defined) and all Settled Defendants' Claims (as

hereinafter defined) shall be compromised, settled, released and dismissed with prejudice, upon

and subject to the following terms and conditions:

CERTAIN DEFINITIONS

1. As used in this Stipulation, the following terms shall have the following

meanings:

(a) Action" means In re SLM Corporation Securities Litigation, United

States District Court for the Southern District of New York, Case No. 1:08-c-01029-WHP and

all included consolidated actions.

(b) "Class Period" means, for the purposes of this Stipulation only, the period

of time commencing on January 18, 2007 through and including January 23, 2008.

5


(c) "Certified Class" and "Certified Class Members" means all persons or

entities who purchased or otherwise acquired SLM Corporation common shares during the Class

Period, and who possessed any of those shares over one or more of the dates of December 19,

2007, January 3, 2008 and January 23, 2008. Excluded from the Certified Class are the two

Settling Defendants (as defined below) in this action; members of the immediate families

(parents, spouses, siblings and children) of Mr. Lord; any person, firm, trust, corporation, officer,

director or other individual or entity in which any Settling Defendant has a controlling interest;

any person who was an officer, director, partner, or controlling person of SLM (including any

officer, director, partner or controlling person of any of its subsidiaries or any other entity in

which SLM had a majority or controlling interest) during the Class Period; and the legal

representatives, heirs, successors in interest or assigns of any such persons or entities. Also

excluded from the Certified Class are any putative Certified Class Members who exclude

themselves by filing a request for exclusion in accordance with the requirements set forth in the

Settlement Notice (defined below, which notice shall be substantially in the form of Exhibit A-i

hereto).

(d) "Lead Plaintiff' means SLM Ventures.

(e) "Lead Counsel" means Girard Gibbs LLP.

(0 "Parties," as used in this Stipulation, refers collectively to all of the

following: Lead Plaintiff, Lead Counsel, Settling Defendants (defined below) and Settling

Defendants' Counsel (defined below).

(g) "Settling Defendants" means SLM Corporation and Albert L. Lord.

(h) "Settling Defendants' Counsel" means the law firm of Latham & Watkins

LLP.

6


(i) "Effective Date of Settlement" or "Effective Date" means the date upon

which the Settlement contemplated by this Stipulation shall become effective, as set forth in ¶ 28

below.

(j) "Insurance Carriers" means the insurance carriers that issued policies of

directors and officers insurance to or on behalf of the Settling Defendants covering the claims

asserted in this Action.

(k) "Settlement Notice" means the Notice of (1) Pendency and Proposed

Settlement of Class Action; (2) Hearing on Proposed Settlement; and (3) Motion for Attorneys'

Fees and Reimbursement of Litigation Expenses, which is to be sent to members of the Certified

Class substantially in the form attached hereto as Exhibit A-I.

(1) "Order of Final Judgment" means the proposed order to be entered

approving the Settlement substantially in the form attached hereto as Exhibit B.

(m) "Preliminary Approval Order" means the proposed order preliminarily

approving the Settlement and directing notice thereof to the Certified Class substantially in the

form attached hereto as Exhibit A.

(n) "Publication Notice" means the summary notice of proposed Settlement

and hearing for publication substantially in the form attached as Exhibit A-3 hereto.

(o) "Released Parties" means any and all of the Settling Defendants, their past

or present subsidiaries and affiliates, parents, successors, predecessors, officers, directors,

agents, spouses, immediate family members, heirs, estates, partners, principals, shareholders,

members, employees, Insurance Carriers, and attorneys, and any person, firm, trust, corporation,

officer, director or other individual or entity in which any Settling Defendant has a controlling

7


interest or which is related to or affiliated with any of the Settling Defendants, and the legal

representatives, heirs, executors, successors in interest or assigns of any such entity.

(p) "Settled Claims" means any and all claims, debts, demands, rights,

actions, suits, disputes, contracts, or causes of action or liabilities whatsoever (including, but not

limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any

other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory,

regulatory, foreign, or common law or any other law, rule or regulation, whether fixed or

contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, whether under

tort or contract, matured or un-matured, whether class, individual or derivative in nature, whether

or not referred to in the Action, including both known claims and Unknown Claims (as defined

below), (i) that have been asserted in this Action by the Certified Class Members or their

attorneys or any of them against any of the Released Parties, or (ii) that could have been asserted

in any forum by the Certified Class Members or their attorneys or any of them or their successors

and assigns or any of them against any of the Released Parties which arise out of or are based

upon or relate in any way to the allegations, transactions, facts, matters or occurrences,

representations or omissions involved, set forth, or referred to in the Second Amended Class

Action Complaint and relate to the purchase or sale of shares of the common stock of SLM

during the Class Period, except for claims to enforce the Settlement.

(q) "Settled Defendants' Claims" means any and all claims, rights or causes of

action or liabilities whatsoever, whether based on federal, state, local, statutory or common law

or any other law, rule or regulation, including both known claims and Unknown Claims, that

have been or could have been asserted in the Action or any forum by the Settling Defendants or

any of them or the successors and assigns of any of them against any of the Lead Plaintiff,

8


Certified Class Members or their attorneys, which arise out of or relate in any way to the

institution, prosecution, or settlement of the Action, except for claims to enforce the Settlement.

(r) "Settlement" means the settlement contemplated by this Stipulation.

(s) "Unknown Claims" means any and all Settled Claims which Lead Plaintiff

or any Certified Class Member does not know or suspect to exist in his, her or its favor at the

time of the release of the Released Parties, and any Settled Defendants' Claims which any

Settling Defendant does not know or suspect to exist in his, her or its favor at the time of the

release of the Released Parties that if known by him, her or it, might have affected his, her or its

settlement with and release of the Released Parties, or might have affected his, her or its decision

not to object to this settlement or not to exclude himself, herself or itself from the Certified

Class. With respect to any and all Settled Claims and Settled Defendants' Claims, the parties

stipulate and agree that upon the Effective Date, the Lead Plaintiff and the Settling Defendants

shall expressly, and each Certified Class Member shall be deemed to have, and by operation of

the Order and Final Judgment shall have, expressly waived any and all provisions, rights and

benefits conferred by any law of any state or territory of the United States, or principle of

common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which

provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Lead Plaintiff and Certified Class Members may hereafter discover facts in addition to or

different from those that any of them now knows or believes to be true with respect to the subject

matter of the Settled Claims, but the Lead Plaintiff shall expressly have, and upon the Effective

Date, each Certified Class Member shall be deemed to have, and by operation of the Judgment

9


shall have fully, finally and forever settled and released any and all Settled Claims, known or

unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or

hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing

or coming into existence in the future, including, but not limited to, conduct that is negligent,

reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard

to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and

Settling Defendants acknowledge, and Certified Class Members by operation of law shall be

deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of

Settled Claims and Settled Defendants' Claims was separately bargained for and was a key

element of the Settlement.

(t) "Claims Administrator" means A.B. Data, Ltd.

SCOPE AND EFFECT OF SETTLEMENT

2. (a) The obligations incurred pursuant to this Stipulation shall be in full and

final disposition of the Action as against the Settling Defendants and any and all Settled Claims

as against all Released Parties and any and all Settled Defendants' Claims.

(b) This Stipulation and Settlement is on behalf of Lead Plaintiff and the

Certified Class as defined in Paragraph 1(c) above. In connection with the motion to

preliminarily approve the Settlement, the Parties hereto shall request the Court to allow only the

members of the Certified Class to request exclusion in connection with this Settlement. The

procedures for requesting exclusion from the Settlement shall be set forth in the Settlement

Notice and/or Publication Notice, which Notices will be disseminated or published to members

of the Certified Class substantially in the forms attached hereto as Exhibits A-I and A-3,

respectively.

10


3. After execution of this Stipulation, the Lead Plaintiff shall submit this Stipulation

together with its Exhibits to the Court and shall apply for entry of an order (the "Preliminary

Approval Order") substantially in the form and content of Exhibit A attached hereto, requesting,

inter al/a, the preliminary approval of the settlement set forth in this Stipulation, and final

approval of the Settlement Notice and the Publication Notice, substantially in the forms and

contents of Exhibits A-i and A3 hereto, respectively. The date and time of the Settlement

Fairness Hearing shall be added to the Notices before they are issued to Certified Class

Members.

4. At the Settlement Hearing, the Settling Parties shall jointly request entry of a

Judgment, substantially in the form attached hereto as Exhibit B:

(a) finally approving the Settlement as fair, reasonable, and adequate, within

the meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing its consummation

pursuant to its terms;

(b) directing that the Action be dismissed without costs and with prejudice,

and releasing the Settled Claims and Settled Defendants' Claims;

(c) permanently barring and enjoining the institution and prosecution, by Lead

Plaintiff and the Certified Class Members, of any other action against the Settling Defendants

and Released Parties in any court asserting any Settled Claims and the institution and

prosecution, by the Settling Defendants and Released Parties, of any other action against Lead

Plaintiff, Lead Counsel and the Certified Class Members in any court asserting any Settled

Defendants' Claims;

(d) reserving jurisdiction over the Action, including all future proceedings

concerning the administration, consummation, and enforcement of this Stipulation;

ii


(e) finding that the complaint in the Action was filed on a good faith basis in

accordance with the Private Securities Litigation Reform Act of 1995 (the 'PSLRA") and Rule

11 of the Federal Rules of Civil Procedure;

(f) finding, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure,

that there is no just reason for delaying and directing entry of a final judgment; and

(g) containing such other and further provisions consistent with the terms of

this Stipulation to which the Settling Parties expressly consent in writing.

5. (a) Upon the Effective Date of this Settlement, Lead Plaintiff and members of

the Certified Class on behalf of themselves, their heirs, executors, administrators, successors and

assigns, and any other Person claiming (now or in the future) through or on behalf of them, and

regardless of whether any such Lead Plaintiff or Certified Class Member ever seeks or obtains by

any means, including, without limitation, by submitting a Proof of Claim, any distribution from

the Net Settlement Fund established pursuant to the Stipulation, shall be deemed to have, and by

operation of this Judgment shall have, with respect to each and every Settled Claim, released and

forever discharged, and shall forever be enjoined from prosecuting, either directly or in any other

capacity, any Settled Claims against any of the Released Parties. and shall have covenanted not

to sue the Settling Defendants and Released Parties with respect to all such Released Claims.

(b) Upon the Effective Date of this Settlement, each of the Settling

Defendants, on behalf of themselves and the Released Parties, shall release and forever discharge

each and every of the Settled Defendants' Claims, and shall forever be enjoined from

prosecuting the Settled Defendants' Claims.

THE SETTLEMENT CONSIDERATION

6. The Settling Defendants shall provide the following consideration:

12


(a) The Settling Defendants shall instruct the Insurance Carriers to cause a

total of Thirty-Five Million Dollars ($35,000,000.00) (US$) (the "Cash Settlement Amount") to

be paid into escrow on behalf of the Certified Class as follows:

(i) By no later than ten (10) days after entry of the Preliminary

Approval Order, Lead Counsel shall provide written instructions to the Settling Defendants and

the Insurance Carriers, specifying the payee, tax identification number, wire transfer instructions

and address for physical delivery of a check with a contact person's name and phone number and

executed W-9 form from the administrator of an interest-bearing escrow account ("Escrow

Agent") designated by Lead Counsel ("Escrow Account");

(ii) SLM shall instruct the Insurance Carriers to deposit, by check or

wire transfer within thirty (30) days of entry of the Preliminary Approval Order, their respective

contributions to the Cash Settlement Amount into the Escrow Account.

7. (a) The Cash Settlement Amount and any interest earned thereon shall be the

Gross Settlement Fund. No amount may be disbursed from the Gross Settlement Fund unless

and until the Effective Date, except that (i) reasonable costs of notice ("Notice and

Administration Costs") described in Tj 8-9, below, may be paid from the Gross Settlement Fund

as they become due; (ii) Taxes and Tax Expenses (as defined in subparagraph (d)-(e), below)

may be paid from the Gross Settlement Fund as they become due; and (iii) any fee and expense

award that is allowed by the Court may be paid from the Gross Settlement Fund in accordance

with the provisions of ¶ 10, below. Lead Plaintiff will attempt in good faith to minimize the

amount of Notice and Administrative Costs.

(b) If the settlement as described herein is finally disapproved by any court or it

is terminated by Defendants, or the Judgment is overturned on appeal or by writ, the Gross

13


Settlement Fund, including the Cash Settlement Amount and all interest earned on the Settlement

Fund while held in escrow, and all payments disbursed, including all expenses and costs and any

fee and expense Award, excluding only Notice and Administrative Costs and Taxes and Tax

Expenses, will be refunded, reimbursed, and repaid by the Escrow Agent to Settling Defendants'

insurers within ten (10) business days after receiving notice pursuant to ¶ 29, below

(c) All funds held by the Escrow Agent shall be deemed to be in the custody of

the Court and shall remain subject to the jurisdiction of the Court until such time as the funds

shall be distributed or returned to the persons paying the same pursuant to this Stipulation and/or

further order of the Court. The Escrow Agent shall invest any funds in excess of $100,000 in

short term United States Agency or Treasury Securities (or a mutual fund invested solely in such

instruments), and shall collect and reinvest all interest accrued thereon. Any funds held in escrow

in an amount of less than $100,000 may be held in an interest bearing bank account insured by

the FDIC. The parties hereto agree that the Settlement Fund is intended to be a Qualified

Settlement Fund within the meaning of Treasury Regulation § 1.46813-1 and the Escrow Agent

shall timely make such elections as necessary or advisable to carry out the provisions of this

section, including the "relation-back election" (as defined in Treas. Reg. §1.468B-1) back to the

earliest permitted date, and that the Escrow Agent, as administrator of the Settlement Fund

within the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible to prepare and

deliver timely and properly the necessary documentation for signature by all necessary parties,

and thereafter to cause the appropriate filing to occur.

(d) For the purpose of §468B of the Internal Revenue Code of 1986, as amended,

and the regulations promulgated thereunder, the "administrator" shall be the Escrow Agent. The

Escrow Agent shall satisfy the administrative requirements imposed by Treas. Reg. §1.468B-2

14


by, e.g., (i) obtaining a taxpayer identification number, (ii) satisfying any information reporting

or withholding requirements imposed on distributions from the Gross Settlement Fund, and (iii)

timely and properly filing applicable federal, state and local tax returns necessary or. advisable

with respect to the Gross Settlement Fund (including, without limitation, the returns described in

Treas. Reg. §1.468B-2(k)) and paying any taxes reported thereon. Such returns (as well as the

election described in subsection (c)) shall be consistent with this subparagraph (d) and in all

events shall reflect that all Taxes as defined in subparagraph (e) below on the income earned by

the Gross Settlement Fund shall be paid out of the Gross Settlement Fund as provided in

subparagraph (e) hereof.

(e) All (i) taxes (including any estimated taxes, interest or penalties) arising

with respect to the Gross Settlement Fund, including, without limitation, any taxes or tax

detriments that may be imposed upon Settling Defendants or their counsel with respect to any

income earned by the Gross Settlement Fund for any period during which the Gross Settlement

Fund does not qualify as a "qualified settlement fund" for federal or state income tax purposes;

and (ii) expenses and costs incurred in connection with the operation and implementation of this

subparagraph (e) including, without limitation, expenses of tax attorneys and accountants and

mailing and distribution costs and expenses relating to filing (or failing to file) the returns

(collectively "Tax Expenses") shall be paid out of the Gross Settlement Fund; in all events

neither Settling Defendants nor their counsel shall have any liability or responsibility for the

Taxes or the Tax Expenses. With funds from the Gross Settlement Fund, the Escrow Agent shall

indemnify and hold harmless Settling Defendants and their counsel for Taxes and Tax Expenses

(including, without limitation, Taxes payable by reason of any such indemnification). Further,

Taxes and Tax Expenses shall be considered to be a cost of administration of the Settlement and

15


shall be timely paid by the Escrow Agent without prior Order of the Court and the Escrow Agent

shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution

to Certified Class Members any funds necessary to pay such amounts, including the

establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts that

may be required to be withheld under Treas. Reg. §1.468B-2(l)(2)); neither Settling Defendants

nor their counsel is responsible therefor, nor shall they have any liability therefor. The Settling

Parties agree to cooperate with the Escrow Agent, each other, and their tax attorneys and

accountants to the extent reasonably necessary to carry out the provisions of this ¶ 7(e).

(f) The Cash Settlement Amount shall be the full and sole monetary

contribution made by or on behalf of the Settling Defendants and the Released Parties in

connection with the Settlement, and without limiting the generality of the foregoing in any way,

all costs of notice and settlement administration shall be paid out of the Gross Settlement Fund.

Except as otherwise provided in this Settlement Agreement with respect to payment of Lead

Counsel's fees and expenses out of the Gross Settlement Fund, the Parties shall bear their own

costs and expenses (including attorneys' fees) in connection with effectuating the Settlement and

securing all necessary Court orders and approvals with respect to the same.

ADMINISTRATION

8. The Claims Administrator, an independent contractor, shall administer the

Settlement subject to the jurisdiction of the Court. Lead Counsel shall cause the Claims

Administrator to print and mail the Settlement Notice and Proof of Claim Form to those

members of the Certified Class at the address of each such person as set forth in the records of

SLM or its transfer agent(s), or who otherwise may be identified through further reasonable

effort. Lead Counsel will cause the Claims Administrator to publish the Publication Notice

16


pursuant to the terms of the Preliminary Approval Order or in whatever form or manner might be

ordered by the Court. Settling Defendants' Counsel shall cooperate in the administration of the

Settlement to the extent reasonably necessary to effectuate its terms, including providing without

charge all readily available information from SLM's transaction or sales records concerning the

identity of Certified Class Members and their transactions, without certifying its accuracy or

completeness. Except as otherwise provided herein, Settling Defendants, Settling Defendants'

Counsel and the Insurers shall have no responsibility for the administration of the Settlement and

shall have no liability to any person, including but not limited to, the Certified Class Members, in

connection with such administration.

9. The Escrow Agent may pay from the Cash Settlement Amount, without further

approval from the Settling Defendants or the Court, the reasonable costs and expenses associated

with identifying members of the Certified Class and effecting mailed Notice and Publication

Notice to the Certified Class, and the administration of the Settlement, including without

limitation, the actual costs of publication, printing and mailing the Settlement Notice and Proof

of Claim Form, reimbursements to nominee owners for forwarding notice to their beneficial

owners, publication of the Summary Notice, the administrative expenses incurred and fees

charged by the Claims Administrator in connection with providing Notice and processing the

submitted claims, and the fees, if any, of the Escrow Agent (the "Notice/Administration Costs").

Prior to the Effective Date, the Notice/Administration Costs shall not, in any event, exceed

$250,000.00 (two hundred fifty thousand dollars). In the event the Settlement is terminated

pursuant to the terms of this Stipulation, all Notice/Administration Costs reasonably paid or

reasonably incurred, shall not be returned or repaid to the Settling Defendants, any released

17


party, the Insurers or any person or entity who or which paid any portion of the Cash Settlement

Amount on their behalf.

ATTORNEYS' FEES AND EXPENSES

10. (a) Upon such notice to the Certified Class as may be required, Lead Counsel

will apply to the Court for an award from the Gross Settlement Fund of attorneys' fees not to

exceed one-quarter (25 %) of the Gross Settlement Fund and reimbursement of expenses, plus

interest on such amounts. The amount of such attorneys' fees, expenses and interest as are

awarded by the Court shall be paid from the Gross Settlement Fund to Lead Counsel

immediately upon award. If, and when, as a result of any appeal and/or further proceedings on

remand, or successful collateral attack, the fee and expense award is overturned or lowered, or if

the settlement is terminated or is not approved by the Court, then Lead Counsel shall make the

appropriate refund or repayment in full no later than fifteen (15) business days after receiving

from Settling Defendants' Counsel or from a court of appropriate jurisdiction notice of any such

reduction of the award of attorneys' fees, expenses or interest, or notice of the termination of the

Settlement. Lead Counsel, as a condition of receiving such fees and expenses, on behalf of itself

and each partner and/or shareholder of it, agrees that the law firm and its partners and/or

shareholders are each responsible to make such refund and are subject to the jurisdiction of the

Court for the purpose of enforcing the provisions of this paragraph.

(b) Settling Defendants shall not lodge any objection to the fees and expense

application described in J 10(a). It is expressly agreed and understood, however, that whatever

fees and expense amount is awarded to Lead Counsel is within the discretion of the Court.

Should the amount of the fees and expenses awarded by the Court be less than the amount sought

by Lead Counsel, this shall not be a basis for Lead Plaintiff, Lead Counsel, or Certified Class

18


members to set aside the Settlement. No order of the Court or modification or reversal on appeal

of any order of the Court concerning any fee and expense award or plan of allocation shall

constitute grounds for cancellation or termination of this Stipulation.

(c) The procedure for, and the allowance or disallowance by the Court of, the

fee and expense application are not part of the settlement set forth in this Stipulation, and are to

be considered by the Court separately from the Court's consideration of the fairness,

reasonableness and adequacy of the settlement set forth in this Stipulation. Any order or

proceeding relating to the fee and expense application, or any appeal from any fee and expense

award or any other order relating thereto or reversal or modification thereof, shall not operate to

terminate or cancel this Stipulation, or affect or delay the finality of the Judgment and the

settlement of the Action as set forth herein.

(d) Other than as set forth in ¶ 6(a) above, Settling Defendants shall have no

responsibility for, and no liability whatsoever with respect to, any payment(s) to Lead Counsel

pursuant to ¶ 10(a) above, and/or to any other Person who may assert some claim thereto, or any

fee and expense award that the Court may make in the Action.

DISTRIBUTION TO AUTHORIZED CLAIMANTS

11. Any member of the Certified Class who does not submit a valid Proof of Claim

within such period as may be ordered by the Court will not be entitled to receive any of the

proceeds from the Net Settlement Fund but will otherwise be bound by all of the terms of this

Stipulation and the Settlement, including the terms of the Judgment to be entered in the Action

and the releases provided for herein, and will be barred from bringing any action against the

Released Parties concerning the Settled Claims.

19


12. The Claims Administrator shall process the Proofs of Claim and, after entry of the

Class Distribution Order, distribute the Net Settlement Fund to the Authorized Claimants.

Except for their obligation to pay and cause the payment of the Cash Settlement Amount, and to

cooperate in the production of information with respect to the identification of Class Members

from SLM's shareholder transaction or sales records, as provided herein, no Settling Defendant,

Insurance Carrier or any other Released Party shall have any liability, obligation or responsibility

whatsoever for the administration of the Settlement or disbursement of the Net Settlement Fund.

Lead Counsel shall have the right, but not the obligation, to direct the Claims Administrator to

waive what they deem to be formal or technical defects in any Proofs of Claim submitted in the

interests of achieving substantial justice.

13. For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an Authorized Claimant", the following conditions shall apply:

(a) Each Certified Class Member shall be required to submit a Proof of Claim

(substantially in the form of Exhibit A-2 hereto) under penalty of perjury, supported by such

documents as are designated therein, including proof of the transactions claimed and the losses

incurred thereon, or such other documents or proof as the Claims Administrator, in its discretion,

may deem acceptable;

(b) All Proofs of Claim must be submitted by the date specified in the

Settlement Notice unless such period is extended by Order of the Court. Any Certified Class

Member who fails to submit a Proof of Claim by such date shall be forever barred from receiving

any payment pursuant to this Stipulation (unless, by Order of the Court, a later submitted Proof

of Claim by such Certified Class Member is approved), but shall in all other respects be bound

by all of the terms of this Stipulation and the Settlement including the terms of the Judgment to

20


be entered in the Action and the releases provided for herein, and will be barred from bringing

any action against the Released Parties asserting the Settled Claims. Provided that it is received

before the motion for the Class Distribution Order is filed, a Proof of Claim shall be deemed to

have been submitted when posted, if received with a postmark indicated on the envelope and if

mailed by first-class mall and addressed in accordance with the instructions thereon. In all other

cases, the Proof of Claim shall be deemed to have been submitted when actually received by the

Claims Administrator;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, who shall determine in accordance with this Stipulation the extent, if any, to

which each claim shall be allowed, subject to review by the Court pursuant to subparagraph (e)

below;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate

with the Claimant in order to remedy the curable deficiencies in the Proof of Claims submitted.

The Claims Administrator shall notify, in a timely fashion and in writing, all Claimants whose

Proofs of Claim they propose to reject in whole or in part, setting forth the reasons therefor, and

shall indicate in such notice that the Claimant whose claim is to be rejected has the right to a

review by the Court if the Claimant so desires and complies with the requirements of

subparagraph (e) below;

(e) If any Claimant whose claim has been rejected in whole or in part desires

to contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of

the notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and

statement of reasons indicating the Claimant's grounds for contesting the rejection along with

21


any supporting documentation, and requesting a review thereof by the Court. If a dispute

concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafter present the

request for review to the Court; and

(f) The administrative determinations of the Claims Administrator accepting

and rejecting claims shall be presented to the Court, on notice to Settling Defendants' Counsel,

for approval by the Court in the Class Distribution Order.

14. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court

with respect to the Claimant's claim, and the claim will be subject to investigation and discovery

under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall

be limited to that Claimant's status as a Certified Class Member and the validity and amount of

the Claimant's claim. No discovery shall be allowed on the merits of the Action or Settlement in

connection with processing of the Proofs of Claim.

15. Payment pursuant to this Stipulation shall be deemed final and conclusive against

all Certified Class Members. All Certified Class Members whose claims are not approved by the

Court shall be barred from participating in distributions from the Net Settlement Fund, but

otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including the

terms of the Judgment to be entered in the Action and the releases provided for herein, and will

be barred from bringing any action against the Released Parties concerning the Settled Claims.

16. All proceedings with respect to the administration, processing and determination

of claims described by ¶IJ 11-15 of this Stipulation and the determination of all controversies

relating thereto, including disputed questions of law and fact with respect to the validity of

claims, shall be subject to the jurisdiction of the Court.

22


17. The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all Claims have been processed,

and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired; (iii) all matters

with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, all

appeals therefrom have been resolved or the time therefor has expired; and (iv) all costs of

administration have been paid.

18. Lead Counsel will apply to the Court, on notice to Settling Defendants' Counsel,

for an order (the "Class Distribution Order") approving the Claims Administrator's

administrative determinations concerning the acceptance and rejection of the claims submitted

herein and approving any fees and expenses not previously applied for, including the fees and

expenses of the Claims Administrator, and, if the Effective Date has occurred, directing payment

of the Net Settlement Fund to Authorized Claimants.

19. The Claims Administrator shall determine each Authorized Claimant's pro rata

share of the Net Settlement Fund based upon each Authorized Claimant's Recognized Claim as

defined in the Plan of Allocation described in the Settlement Notice annexed hereto as Exhibit

A-i, or in such other Plan of Allocation as the Court approves. No funds from the Net

Settlement Fund shall be distributed to Authorized Claimants until the Effective Date.

20. It is understood and agreed by the parties hereto that the proposed Plan of

Allocation attached hereto as Exhibit A-I is not part of the Stipulation and is to be considered by

the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy

23


of the Settlement set forth in the Stipulation, and any order or proceeding relating to the Plan of

Allocation shall not operate to terminate or cancel the Stipulation or affect the finality of the

Court's Judgment approving the Stipulation and the Settlement set forth herein, or any other

orders entered pursuant to the Stipulation. The time to appeal from approval of the Settlement

shall commence upon the Court's entry of the Judgment regardless of whether a Plan of

Allocation has been submitted to the Court or has been approved.

21. Each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on his or her Recognized Claim compared to the total Recognized Claims

of all accepted claimants. This is not a claims-made settlement. When the Effective Date of the

Settlement is achieved pursuant to ¶ 28, neither the Settling Defendants nor the Insurance

Carriers shall be entitled to a return, recovery, or reversion of any amounts they contribute to the

Cash Settlement Amount, the Gross Settlement Fund, or the Net Settlement Fund. Neither the

Settling Defendants nor the Insurance Carriers shall have any involvement in reviewing or

challenging claims.

22. No person shall have any claim against Lead Plaintiff, Certified Class Members,

the Claims Administrator, the Settling Defendants or their respective counsel based on

investments or distributions made substantially in accordance with this Stipulation and the

Settlement contained herein, the Plan of Allocation or further orders of the Court. No Person

shall have any claim against the Settling Defendants and Released Parties or their counsel arising

from or relating to the management of, distributions from, or the disposition of the Gross

Settlement Fund or the Net Settlement Fund, and the Lead Plaintiff and each Class Member

hereby fully, finally and forever release, relinquish and discharge the Settling Defendants and

Released Parties and their counsel from any and all such liability.

24


23. The Settling Defendants and their counsel shall have no responsibility for, interest

in or liability whatsoever with respect to:

(a) any act, omission or determination of the Escrow Agent, Settlement

Administrator, Lead Counsel, or any designees or agents of Lead Counsel, Escrow Agent or

Settlement Administrator;

(b) any act, omission or determination of Lead Counsel or their designees or

agents in connection with the administration of the Settlement;

(c) the management, investment, or distribution of the Settlement Fund;

(d) the determination, administration, calculation, or payment of any claims

asserted against the Settlement Fund;

(e) the payment or withholding of Taxes; or

(f) the Plan of Allocation.

24. If there is any balance remaining in the Net Settlement Fund after six (6) months

from the date of distribution of the Net Settlement Fund (whether by reason of tax refunds,

uncashed checks or otherwise), Lead Counsel may reallocate such balance among Authorized

Claimants in an equitable and economic fashion, subject to Court approval. Any balance

remaining thereafter may be donated to an appropriate non-profit organization mutually

agreeable to the Settling Parties, subject to Court approval.

TERMS OF PRELIMINARY APPROVAL ORDER

25. Promptly after this Stipulation has been fully executed, Lead Counsel and Settling

Defendants' Counsel jointly shall move the Court for entry of the Preliminary Approval Order,

substantially in the form annexed hereto as Exhibit A.

TERMS OF ORDER OF FINAL JUDGMENT

25


26. If the Settlement contemplated by this Stipulation is approved by the Court,

counsel for the parties shall request that the Court enter an Order of Final Judgment in the form

annexed hereto as Exhibit B.

SUPPLEMENTAL AGREEMENT

27. Simultaneously herewith, Lead Counsel and Settling Defendants' Counsel are

executing a "Supplemental Agreement" setting forth certain conditions under which this

Stipulation may be terminated by any Settling Defendant if potential Certified Class Members

with claims and/or losses above a certain threshold amount exclude themselves from the

Certified Class. The Supplemental Agreement shall not be filed prior to the deadline for putative

Certified Class Members to file written requests for exclusion from the Settlement. In the event

of a withdrawal from this Stipulation pursuant to the Supplemental Agreement, this Stipulation

shall become null and void and of no further force and effect and the provisions of 130 shall

apply. Notwithstanding the foregoing, the Stipulation shall not become null and void as a result

of the election by a Settling Defendant to exercise its or his option to withdraw from the

Stipulation pursuant to the Supplemental Agreement until the conditions set forth in the

Supplemental Agreement have been satisfied.

EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION

2. The Effective Date of Settlement shall be achieved on the latest date when all the

following shall have occurred:

(a) Settling Defendants no longer have any right under ¶ 27, above, to

terminate this Stipulation or, if they do have such right, they have given written notice to Lead

Counsel that they will not exercise such right;

26


(b) The Court has entered the Preliminary Approval Order in all material

respects in the form annexed hereto as Exhibit A;

(c) The Court has approved the Settlement, following notice to the Certified

Class and a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; and

(d) The Court has entered the Order of Final Judgment, in the form attached

hereto as Exhibit B, and the expiration of any time for appeal or review of such Order of Final

Judgment, or, if any appeal is filed and not dismissed, after such Order of Final Judgment is

upheld on appeal in all material respects and is no longer subject to review upon appeal or

review by writ of certiorari, or, in the event that the Court enters an order and final judgment in

form other than that provided above ("Alternative Judgment") and none of the parties hereto

elect to terminate this Settlement, the date that such Alternative Judgment becomes final and no

longer subject to appeal or review.

29. Settling Defendants or Lead Counsel shall have the right to terminate the

Settlement and this Stipulation by providing written notice of their election to do so

('Termination Notice") to all other parties hereto within thirty (30) days after: (a) the Court's

declining to enter the Preliminary Approval Order in any material respect; (b) the Court's refusal

to approve this Stipulation or any material part of it; (c) the Court's declining to enter the Order

of Final Judgment in the form attached hereto as Exhibit B; (d) the date upon which the Order of

Final Judgment is modified or reversed by the Court of Appeals or the Supreme Court; or (e) the

date upon which an Alternative Judgment is modified or reversed by the Court of Appeals or the

Supreme Court. No Settling Party shall have any obligation whatsoever to proceed under any

terms other than substantially in the form provided and agreed to herein; provided, however, that

no order of the Court concerning any fee and expense application or Plan of Allocation, or any

27


modification or reversal on appeal of such order, shall constitute grounds for cancellation or

termination of this Stipulation by any Settling Party.

30. Except as otherwise provided herein, in the event the Settlement is terminated or

fails to become effective for any reason, then (i) the parties to this Stipulation shall be deemed to

have reverted to their respective status in the Actions as of the date and time immediately prior to

the execution of this Stipulation and, except as otherwise expressly provided, the parties shall

proceed in all respects as if this Stipulation and any related orders had not been entered, (ii) any

portion of the Cash Settlement Amount previously paid by Settling Defendants and/or the

Insurance Carriers, together with any interest earned thereon, less any Taxes due with respect to

such income, and less costs of administration and notice actually incurred and paid or payable

from the Cash Settlement Amount shall be returned to the persons or Insurance Carriers paying

the same; (iii) the Escrow Agent or its designee shall apply for any tax refund owed to the Gross

Settlement Fund and pay the proceeds to Settling Defendants, after deduction of any fees or

expenses reasonably incurred in connection with such application(s) for refund, pursuant to such

written request; (iv) any judgment or order entered by the Court in accordance with the terms of

this Stipulation shall be treated as vacated, nunc pro tune; and (v) neither the existence nor the

terms of this Stipulation (nor any negotiations preceding this Stipulation nor any acts performed

pursuant to, or in furtherance of, this Stipulation) shall be used in the Action or in any other

action or proceeding for any purpose (other than to enforce the terms remaining in effect) In

such event, neither Lead Plaintiff nor Lead Counsel, nor any Certified Class Member shall be

liable for repaying any such Taxes due or any such costs of administration and notice actually

incurred and paid or payable from the Cash Settlement Amount.

NO ADMTSSION OF WRONGDOING

28


31. This Stipulation, whether or not consummated, and any proceedings taken

pursuant to it:

(a) shall not be offered or received against the Settling Defendants or

Released Parties as evidence of or construed as or deemed to be evidence of any presumption,

concession, or admission by any of the Settling Defendants or Released Parties with respect to

the truth of any fact alleged by any of the plaintiffs or the validity of any claim that has been or

could have been asserted in the Action or in any litigation, or the deficiency of any defense that

has been or could have been asserted in the Action or in any litigation, or of any liability,

negligence, fault, or wrongdoing of the Settling Defendants or Released Parties;

(b) shall not be offered or received against the Settling Defendants or

Released Parties as evidence of a presumption, concession or admission of any fault,

misrepresentation or omission with respect to any statement or written document approved or

made by any Settling Defendant or Released Parties;

(c) shall not be offered or received against the Settling Defendants or

Released Parties as evidence of a presumption, concession or admission with respect to any

liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as

against any of the Settling Defendants or Released Parties, in any other civil, criminal or

administrative action or proceeding, other than such proceedings as may be necessary to

effectuate the provisions of this Stipulation; provided, however, that if this Stipulation is

approved by the Court, Settling Defendants or Released Parties may refer to it to effectuate the

liability protection granted them hereunder;

29


(d) shall not be construed as an admission or concession that the consideration

to be given hereunder represents the amount which could be or would have been recovered after

trial; and

(e) shall not be construed as or received in evidence as an admission,

concession or presumption against Lead Plaintiff or any of the Certified Class Members that any

of their claims are without merit, or that any defenses asserted by the Settling Defendants have

any merit, or that damages recoverable under the Complaint would not have exceeded the Gross

Settlement Fund.

MISCELLANEOUS PROVISIONS

32. All of the exhibits attached hereto are material and integral parts hereof and are

hereby incorporated by reference as though fully set forth herein.

33. Settling Defendants warrant that they have not filed or instituted proceedings for

any type of bankruptcy (whether voluntary or involuntary), made an assignment for the benefit

of creditors or commenced or become subject to any similar action or proceeding, and that its

participation in this Settlement will not render it insolvent within the meaning of and/or for the

purposes of the United States Bankruptcy Code, including § § 101 and 547 thereof.

34. The provisions of this Stipulation, including the fact of the proposed Settlement,

shall remain completely confidential until such time as a motion for preliminary approval of the

Settlement is filed with the Court; provided, however, that the parties to this Stipulation may

jointly report the pendency of the Settlement to the Court in the Action. SLM or any of its

affiliates and subsidiaries and Mr. Lord may, at their sole discretion, disclose this Stipulation and

the Settlement to their auditors or other persons or entities as reasonably necessary, including but

30


not limited to, in connection with any public filings with the SEC or in connection with financing

transactions.

35. Neither Lead Plaintiff nor Lead Counsel will, before a motion for preliminary

approval of the Settlement is filed with the Court in the Action, issue press releases or make

statements of any kind to any third party regarding this Stipulation or the Settlement unless the

Settling Defendants agree to such press releases or public statements in advance, which

agreement shall not be unreasonably withheld. Nothing in the preceding sentence shall restrict

Lead Counsel from communicating, on a confidential basis, with their experts as reasonably

necessary to develop a plan of allocation or with claims administrators bidding on the

administration of the Settlement. Additionally, the parties to this Stipulation may make public

statements to the Court in which the Action is pending as necessary to obtain preliminary or final

approval of the Settlement. This paragraph does not prohibit Lead Counsel from communicating

with any person in the putative Certified Class regarding the Action or the Settlement; provided,

however, Lead Counsel must comply with the terms of confidentiality set forth in this paragraph

in communicating with such persons, and will not disclose information that is not part of the

public record.

36. Lead Plaintiff will not, at any time, issue press releases or make public statements

of any kind to any third party relating, in any way, to the Stipulation, the Action, or the

Settlement unless the Settling Defendants agree to such press releases or public statements in

advance, which agreement shall not be unreasonably withheld.

37. Lead Counsel will not issue press releases relating, in any way, to the Stipulation,

the Action, or the Settlement unless the Settling Defendants agree to such press releases in

advance, which agreement shall not be unreasonably withheld. After a motion for preliminary

31


approval is filed with the Court, Lead Counsel may make public statements, including disclosure

on its internet website, involving the following facts: (i) its representation of Lead Plaintiff in the

Action; (ii) the Action was resolved through Settlement; (iii) the amount of the Cash Settlement

Amount associated with the Settlement; and (iv) the procedural status of the Case in the U.S.

District Court (collectively, these facts are referred to as the "Permissible Disclosures"). The

Permissible Disclosures shall conform to the non-disparagement provisions of 38 of the

Stipulation. Lead Counsel shall not make any public statements beyond the Permissible

Disclosures unless the Settling Defendants agree to such public statements in advance, which

agreement shall not be unreasonably withheld. Nothing in this paragraph shall restrict Lead

Counsel from referring to matters of public record or communicating on a confidential basis with

their experts as necessary to develop a plan of allocation or with Claims Administrators bidding

on the administration of the Settlement.

38. Lead Plaintiff and Lead Counsel shall refrain from disparaging either SLM or

Albert L. Lord or taking any action designed or reasonably foreseeable to cause harm to the

public perception of either SLM or Mr. Lord regarding any issue related in any way to the Action

of the Settlement.

39. The parties to this Stipulation intend the Settlement to be a final and complete

resolution of all disputes asserted or which could be asserted by the Plaintiffs, the Certified Class

or their attorneys against the Released Parties with respect to the Settled Claims. Accordingly,

Lead Plaintiff, the Certified Class and the Settling Defendants' Counsel agree not to assert in any

forum (including, but not limited to, any judicial, arbitral, or administrative proceeding) that the

Action was brought by Lead Plaintiff or defended by the Settling Defendants in bad faith or

without a reasonable basis. The parties hereto shall assert no claims of any violation of Rule 11

32


of the Federal Rules of Civil Procedure relating to the prosecution, defense, or settlement of the

Action. The parties agree that the amount paid and the other terms of the Settlement were

negotiated at arm's length in good faith by the parties, and reflect a settlement that was reached

voluntarily after consultation with experienced legal counsel.

40. This Stipulation may not be modified or amended, nor may any of its provisions

be waived except by a writing signed by all parties hereto or their successors-in-interest.

41. The headings herein are used for the purpose of convenience only and are not

meant to have legal effect.

42. The administration and final consummation of the Settlement as embodied in this

Stipulation shall be under the authority of the Court and the Court shall retain jurisdiction for the

purpose of entering orders providing for the award of attorneys' fees and expenses to Lead

Counsel and enforcing the terms of this Stipulation. All parties hereto submit to the jurisdiction

of the Court for purposes of implementing and enforcing the settlement embodied in this

Stipulation.

43. The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

44. This Stipulation, its exhibits and the Supplemental Agreement constitute the

entire agreement among the parties hereto concerning the Settlement of the Action, and no

representations, warranties, or inducements have been made by any party hereto concerning this

Stipulation and its exhibits other than those contained and memorialized in such documents.

45. This Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument provided that

33


counsel for the parties to this Stipulation shall exchange among themselves original signed

counterparts.

46. This Stipulation shall be binding upon, and inure to the benefit of, the successors

and assigns of the parties hereto.

47. The construction, interpretation, operation, effect and validity of this Stipulation,

and all documents necessary to effectuate it, shall be governed by the internal laws of the State of

New York without regard to conflicts of laws, except to the extent that federal law requires that

federal law governs.

48. This Stipulation shall not be construed more strictly against one party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the parties, it being recognized that it is the result of arm's-length negotiations

between the parties and all parties have contributed substantially and materially to the

preparation of this Stipulation.

49. All counsel and any other person executing this Stipulation and any of the

exhibits hereto, or any related settlement documents, warrant and represent that they have the full

authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its terms.

50. Lead Plaintiff, Lead Counsel, Settling Defendants and Settling Defendants'

Counsel agree to cooperate fully with one another in seeking Court approval of the Preliminary

Approval Order, the Stipulation and the Settlement, and to promptly agree upon and execute all

such other documentation as may be reasonably required to obtain final approval by the District

Court of the Settlement.

34


DATED: t 3 ' GARD GIBBS LLP

By: Danie'teGirard

Amanda M. Steiner Christina C. Sharp 601 California Street, Suite 1400 San Francisco, CA 94108 Telephone: (415) 981-4800 Facsimile: (415) 981-4846

Jonathan K. Levine 711 Third Avenue, 20th Floor New Ydrk,NY 10017 Telephone: (212) 867-1721 Facsimile: (212) 867-1767

Lead Plaintiffs Counsel

35


DATED: 3 / LATHAM & WATKINS LLP

By: QV- Peter A. Wald

505 Montgomery Street, Suite 200 San Francisco, CA 94111 Telephone: (415) 981-4800 Facsimile: (415) 981-4846

Abid R. Qureshi 555 Eleventh Street NW, Suite 1000 Washington, D.C. 2004 Telephone: (202) 637-2200 Facsimile: (202) 637-2201

Christopher R. Harris 885 Third Avenue New York, NY 10022 Telephone: (212) 906-1880 Facsimile: (212) 751-4846

Counsel for Defendants SLM Corporation and Albert L. Lord

36


EXHIBIT A



IN RE SLM CORPORATION SECURITIES : Case No. 08 Civ. 1029 (WHP) LITIGATION :

:

ORDER PRELIMINARILY APPROVING SETTLEMENT

WHEREAS, on September 3, 2009, Lead Plaintiff SLM Ventures (“Lead Plaintiff”) filed

a Second Amended Class Action Complaint on behalf of itself and all other persons or entities

who bought or otherwise acquired SLM Corporation (“SLM”) common stock between January

18, 2007 and January 23, 2008, inclusive, alleging that Defendants SLM and Albert L. Lord

(“Settling Defendants”), and others, had made materially false and misleading statements and

omissions in Settling Defendants’ public statements, filings with the Securities and Exchange

Commission (“SEC”) and other public documents to the investing public regarding the loan

underwriting standards, forbearance practices and loss allowances of SLM, its subsidiaries

and/or affiliates with respect to certain student loans known as private education loans (“PELs”)

originated, acquired, serviced or collected by SLM, its subsidiaries and/or affiliates, thereby

understating SLM’s loan loss reserves and overstating SLM’s profitability, and allegedly

artificially inflating the price of SLM’s common stock;

WHEREAS, the Second Amended Class Action Complaint further alleges that Lead

Plaintiff and other class members purchased the common stock of SLM during this period at

prices artificially inflated as a result of the dissemination by Settling Defendants and others of

false and misleading statements regarding the profitability of SLM’s PEL portfolio, in violation


of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b) and

78t(a), and Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder;

WHEREAS, on January 24, 2012, this Court granted Lead Plaintiff’s motion for class

certification and certified a class, pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil

Procedure, of all persons or entities who purchased or otherwise acquired SLM common shares

between January 18, 2007 and January 23, 2008, inclusive, and who possessed any of those

shares over one or more of the dates of December 19, 2007, January 3, 2008, and January 23,

2008 (the “Certified Class”). Excluded from the Certified Class are the two Settling Defendants

in this action; members of the immediate families (parents, spouses, siblings and children) of Mr.

Lord; any person, firm, trust, corporation, officer, director or other individual or entity in which

any Settling Defendant has a controlling interest; any person who was an officer, director,

partner, or controlling person of SLM (including any officer, director, partner or controlling

person of any of its subsidiaries or any other entity in which SLM had a majority or controlling

interest) during the Class Period; and the legal representatives, heirs, successors in interest or

assigns of any such persons or entities; and

WHEREAS, on March 23, 2012, Lead Plaintiff and Settling Defendants entered into a

Stipulation and Agreement of Settlement (the “Stipulation”) which is subject to review under

Rule 23 of the Federal Rules of Civil Procedure and which, together with the exhibits thereto,

sets forth the terms and conditions for the proposed settlement of the claims alleged in the Action

as against the Settling Defendants and for dismissal of the Action on the merits and with

prejudice; and

2


WHEREAS, the Court having read and considered the Stipulation and the accompanying

documents; and the parties to the Stipulation having consented to the entry of this Order; and all

capitalized terms used herein having the meanings defined in the Stipulation.

NOW, THEREFORE, IT IS HEREBY ORDERED:

This Order (the “Preliminary Approval Order”) incorporates by reference the

definitions in the Stipulation, and all capitalized terms used herein, and not otherwise defined

herein, shall have the same meanings set forth in the Stipulation.

2. The Court preliminarily approves the Stipulation, including the releases contained

therein, and preliminarily approves the Settlement as being fair, reasonable, and adequate to the

Certified Class.

3. A hearing (the “Settlement Fairness Hearing”) pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure shall be held on ______, 2012 at __:__ __.m., before the

Honorable William H. Pauley, United States District Judge, at the United States District Court

for the Southern District of New York, 500 Pearl Street, Courtroom 11D, New York, New York

10007 for the following purposes:

(a) to determine whether the proposed Settlement as set forth in the

Stipulation is fair, reasonable, and adequate, and should be approved by the Court;

(b) to determine whether the Order of Final Judgment substantially in the

form of Exhibit B to the Stipulation should be entered;

(c) to determine whether the proposed Plan of Allocation for the proceeds of

the Settlement is fair and reasonable, and should be approved by the Court;

(d) to consider Lead Counsel’s motion for an award of attorneys’ fees and

expenses; and


(e) to rule upon such other matters as the Court may deem appropriate.

4. The Court may adjourn and/or continue the Settlement Fairness Hearing from

time to time and without further notice to the Certified Class. The Court reserves the right to

approve the Settlement at or after the Settlement Fairness Hearing with such modifications as

may be consented to by the Settling Parties and without further notice to the Settlement Class.

The Court further reserves the right to enter its Order of Final Judgment approving the

Stipulation and dismissing the Second Amended Complaint as against the Settling Defendants on

the merits and with prejudice regardless of whether it has approved the Plan of Allocation or

awarded attorneys’ fees and expenses.

5. The Court approves the form, substance and requirements of the Notice of (1)

Pendency and Proposed Settlement of Class Action; (2) Hearing on Proposed Settlement; and (3)

Motion for Attorneys’ Fees and Reimbursement of Litigation Expenses (the “Settlement

Notice”), and the Proof of Claim form annexed hereto as Exhibits 1 and 2 respectively.

6. The Court approves the appointment of A.B. Data, Ltd. as the Claims

Administrator. The Claims Administrator shall cause the Settlement Notice and the Proof of

Claim, substantially in the forms annexed hereto, to be mailed, by first class mail, postage

prepaid, on or before __, 2012 to all Certified Class Members who can be identified with

reasonable effort. SLM shall cooperate in making its transfer records and shareholder

information available to the Claims Administrator for the purpose of identifying and giving

notice to the Certified Class. The Claims Administrator shall use reasonable efforts to give

notice to nominee owners such as brokerage firms and other persons or entities who purchased

SLM common shares during the Class Period but not as beneficial owners. Such nominee

purchasers or holders are directed, within seven (7) days of their receipt of the Settlement Notice,

4


to either forward copies of the Settlement Notice and Proof of Claim to their beneficial owners or

to provide the Claims Administrator with lists of the names and addresses of the beneficial

owners, and the Claims Administrator is ordered to send the Settlement Notice and Proof of

Claim promptly to such beneficial owners. Nominee purchasers who elect to send the Settlement

Notice and Proof of Claim to their beneficial owners are directed to send a statement to the

Claims Administrator confirming that the mailing was made as directed. Additional copies of

the Notice shall be made available to any record holder requesting such for the purpose of

distribution to beneficial owners, and such record holders shall be reimbursed from the Gross

Settlement Fund, upon receipt by the Claims Administrator of proper documentation, for the

reasonable expense of sending the Settlement Notices and Proofs of Claim to beneficial owners.

Lead Counsel shall, at or before the Settlement Fairness Hearing, file with the Court proof of

mailing of the Settlement Notice and Proof of Claim.

7. The Court approves the form of the Summary Notice of Pendency and Proposed

Settlement of Class Action (“Publication Notice”) in substantially the form and content annexed

hereto as Exhibit 3 and directs that Lead Counsel shall cause the Publication Notice to be

published once in the national edition of Investors Business Daily within ten days of the mailing

of the Settlement Notice. Lead Counsel shall, at or before the Settlement Fairness Hearing, file

with the Court proof of publication of the Publication Notice.

8. The date and time of the Settlement Fairness Hearing shall be added to the

Settlement Notice and the Publication Notice before they are mailed and published.

9. All reasonable costs and expenses incurred in identifying and providing notice to

Certified Class Members and in administering the Gross Settlement Fund shall be paid as set

forth in the Stipulation.


10. The form and content of the Settlement Notice and the Publication Notice, and the

method set forth herein of notifying the Certified Class of the Settlement and its terms and

conditions, meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, Section

21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7) as amended by the

Private Securities Litigation Reform Act of 1995, and due process, constitute the best notice

practicable under the circumstances, and shall constitute due and sufficient notice to all persons

and entities entitled thereto.

11. In order to be entitled to participate in the Net Settlement Fund, in the event the

Settlement is effected in accordance with all of the terms and conditions set forth in the

Stipulation, each Certified Class Member shall take the following actions and be subject to the

following conditions:

(a) A properly executed Proof of Claim (the “Proof of Claim”), substantially

in the form attached hereto as Exhibit 2, must be submitted to the Claims Administrator, at the

post office box indicated in the Settlement Notice, postmarked not later than __, 2012. Such

deadline may be further extended by Court order. Each Proof of Claim shall be deemed to have

been submitted when postmarked (if properly addressed and mailed by first class mail, postage

prepaid) provided such Proof of Claim is actually received prior to the motion for an order of the

Court approving distribution of the Net Settlement Fund. Any Proof of Claim submitted in any

other manner shall be deemed to have been submitted when it was actually received at the

address designated in the Notice.

(b) The Proof of Claim submitted by each Certified Class Member must

satisfy the following conditions: (i) it must be properly completed, signed and submitted in a

timely manner in accordance with the provisions of the preceding subparagraph; (ii) it must be

6


accompanied by adequate supporting documentation for the transactions reported therein, in the

form of broker confirmation slips, broker account statements, an authorized statement from the

broker containing the transactional information found in a broker confirmation slip, or such other

documentation as is deemed adequate by the Claims Administrator; (iii) if the person executing

the Proof of Claim is acting in a representative capacity, a certification of his current authority to

act on behalf of the Certified Class Member must be included in the Proof of Claim; and (iv) the

Proof of Claim must be complete and contain no material deletions or modifications of any of the

printed matter contained therein and must be signed under penalty of perjury.

(c) As part of the Proof of Claim, each Certified Class Member shall submit

to the jurisdiction of the Court with respect to the claim submitted, and shall (subject to

effectuation of the Settlement) release all Settled Claims as provided in the Stipulation.

12. Unless otherwise ordered by the Court, all Persons who fall within the definition

of the Certified Class and who do not timely and validly request to be excluded from the

Certified Class in accordance with the instructions set forth in the Settlement Notice and the

Publication Notice shall be subject to and bound by the provisions of the Stipulation, the releases

contained therein, and the Judgment with respect to all Released Claims, regardless of whether

such Persons seek or obtain by any means, including, without limitation, by submitting a Proof

of Claim and Release or any similar document, any distribution from the Gross Settlement Fund

or the Net Settlement. A Certified Class Member wishing to be excluded from the Certified

Class shall mail the request in written form by first class mail postmarked no later than __, 2012

to the address designated in the Settlement Notice. Such request for exclusion shall clearly

indicate the name, address and telephone number of the person seeking exclusion, that the sender

“requests to be excluded from the Class in the SLM Corporation Securities Litigation,” and must

7


be signed by such person. Such persons requesting exclusion must also list the date(s), price(s),

and number(s) of shares of all purchases and sales of SLM common shares during the Class

Period. The request for exclusion shall not be effective unless it provides the required

information and is made within the time stated above, or the exclusion is otherwise accepted by

the Court.

13. Upon the Effective Date, the Lead Plaintiff and each Certified Class Member who

does not timely and validly request exclusion, on behalf of themselves, their successors and

assigns, and any other Person claiming (now or in the future) through or on behalf of them, and

regardless of whether any such Lead Plaintiff or Certified Class Member ever seeks or obtains by

any means, including, without limitation, by submitting a Proof of Claim, any distribution from

the Gross Settlement Fund, shall be deemed to have, and by operation of the Judgment shall

have, fully, finally, and forever released, relinquished, and discharged all Released Claims

against the Settling Defendants and Released Parties and shall have covenanted not to sue the

Settling Defendants and Released Parties with respect to all such Released Claims, and shall be

permanently barred and enjoined from instituting, commencing, prosecuting or asserting any

such Released Claim against the the Settling Defendants and Released Parties.

14. Certified Class Members who validly request exclusion from the Certified Class

shall not be entitled to receive any payment out of the Net Settlement Fund as described in the

Stipulation and Settlement Notice. Any person who requests exclusion from the Certified Class

shall immediately waive any right to object or comment upon the Settlement, the Plan of

Allocation, or the award of attorneys’ fees and reimbursement of expenses and any objections

made by such persons shall be entirely void and without any legal effect.

8


15. Any Certified Class Member may appear and show cause (if he, she, or it has any)

why the Court should or should not (a) approve the proposed Settlement as set forth in the

Stipulation as fair, reasonable, and adequate; or (b) enter the Judgment substantially in the form

annexed as Exhibit B to the Stipulation. The Court will consider objections to the Settlement,

the Plan of Allocation, or the award of attorneys’ fees and reimbursement of expenses only if

such objections and any supporting papers are filed in writing with the Clerk of the Court, United

States District Court for the Southern District of New York, 500 Pearl Street, New York, New

York 10007-1312, and copies of all such papers are served, on or before ________, 2012, upon

each of the following: Jonathan K. Levine, Esq., Girard Gibbs LLP, 601 California Street, Suite

1400, San Francisco, California, on behalf of Lead Plaintiff; and Christopher Harris, Esq.,

Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022 on behalf of the

Settling Defendants. Attendance at the hearing is not necessary; however, persons wishing to be

heard orally in opposition to the approval of the Settlement, the Plan of Allocation, and/or the

request for attorneys’ fees are required to indicate in their written objection their intention to

appear at the hearing. Persons who intend to object to the Settlement, the Plan of Allocation,

and/or counsel’s application for an award of attorneys’ fees and expenses and desire to present

evidence at the Settlement Fairness Hearing must include in their written objections the identity

of any witnesses they may call to testify and copies of all exhibits they intend to introduce into

evidence at the Settlement Fairness Hearing. Certified Class Members do not need to appear at

the hearing or take any other action to indicate their approval. Persons who submit any

objections may be subject to discovery, including deposition, by any party to this Action on ten

calendar days’ notice.

9


16. Any person who fails to comply with the requirements regarding objections set

forth herein, including discovery requirements, shall be deemed to have waived his or her right

to object. Any objections made by such persons shall be entirely void and without any legal

effect.

17. If: (a) the Settlement is terminated pursuant to ¶ 29 of the Stipulation; (b) any

specified condition to the Settlement set forth in the Stipulation is not satisfied and the

satisfaction of such condition is not waived in writing by Lead Counsel and Counsel for the

Settling Defendants; (c) the Court rejects, in any respect, the Order of Final Judgment in

substantially the form and content annexed to the Stipulation as Exhibit B and Lead Counsel and

Counsel for the Settling Defendants fail to consent to the entry of another form of order in lieu

thereof; (d) the Court rejects the Stipulation, including any amendment thereto approved by Lead

Counsel and Counsel for the Settling Defendants; or (e) the Court approves the Stipulation,

including any amendment thereto approved by Lead Counsel and Counsel for the Settling

Defendants, but such approval is reversed on appeal and such reversal becomes final by lapse of

time or otherwise, then, in any such event, the Stipulation, including any amendment(s) thereof,

and this Order shall be null and void, of no further force or effect, and without prejudice to any

party, and may not be introduced as evidence or referred to in any actions or proceedings by any

person or entity, and each party shall be restored to his, her or its respective position as it existed

prior to the execution of the Stipulation.

18. Pending final determination as to whether the Settlement should be approved, no

Certified Class Member shall commence, prosecute, pursue or litigate any Released Claim

against the Settling Defendants, whether directly, representatively or in any other capacity, and

regardless of whether or not any such Certified Class Member has appeared in the Action.

10


19. Neither the Stipulation nor the Settlement, nor any act performed or document

executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be

deemed to be or may be used as an admission of, or evidence of, the validity of any Released

Claims, of any allegation made in the Action, or of any wrongdoing or liability of the Settling

Defendants or Released Parties; or (b) is or may be deemed to be or may be used as an admission

of, or evidence of, any liability, fault or omission of the Settling Defendants or Released Parties

in any civil, criminal, or administrative proceeding in any court, administrative agency, or other

tribunal. Neither the Stipulation nor the Settlement, nor any act performed or document executed

pursuant to or in furtherance of the Stipulation or the Settlement, shall be admissible in any

proceeding for any purpose, except to enforce the terms of the Settlement, and except that the

Settling Defendants or Released Parties may file this Stipulation and/or the Judgment in any

action for any purpose, including, but not limited to, in order to support a defense or

counterclaim based on principles of res judicata, collateral estoppel, release, good faith

settlement, judgment bar, or reduction, or any other theory of claim preclusion or issue

preclusion or similar defense or counterclaim.

20. The Settlement Amount and any accrued interest thereon held by the Escrow

Agent shall be deemed and considered to be in custodia legis of the Court and shall remain

subject to the jurisdiction of the Court until such time as such funds shall be distributed pursuant

to the Stipulation, further notice to the Certified Class and/or further order(s) of the Court.

21. Without further order of the Court, the Settling Parties may agree to reasonable

extensions of time to carry out any of the provisions of this Preliminary Approval Order or the

Stipulation.

11


22. The Court retains exclusive jurisdiction over the Action to consider all further

matters arising out of or connected with the Stipulation and/or Settlement.

Dated: New York, New York

2012

HONORABLE WILLIAM H. PAULEY UNITED STATES DISTRICT JUDGE

12


EXHIBIT A-i




NOTICE OF (1) PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION; (2) HEARING ON PROPOSED SETTLEMENT; AND (3) MOTION FOR ATTORNEYS’

FEES AND REIMBURSEMENT OF LITIGATION EXPENSES

TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED SLM CORPORATION COMMON SHARES DURING THE PERIOD OF TIME COMMENCING ON JANUARY 18, 2007 THROUGH AND INCLUDING JANUARY 23, 2008, AND WHO POSSESSED ANY OF THOSE SHARES OVER ONE OR MORE OF THE DATES OF DECEMBER 19, 2007, JANUARY 3, 2008 AND JANUARY 23, 2008. (THE “CLASS”);

If you are a member of the Class, you could get a payment from a class action settlement.

A federal court authorized this notice. This is not a solicitation from a lawyer.

The settlement will provide a $35,000,000.00 settlement fund for the benefit of the Class.

• The settlement resolves class litigation over whether SLM and certain of its executives misled investors regarding the loan underwriting standards, forbearance practices and loss allowances of SLM, its subsidiaries and/or affiliates with respect to certain student loans known as private education loans (“PELs”) originated, acquired, serviced or collected by SLM, its subsidiaries and/or affiliates,, thereby understating SLM’s loan loss reserves and overstating SLM’s profitability.

• Your legal rights are affected whether you act or don’t act. Please read this notice carefully.


YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

SUBMIT A CLAIM FORM The only way to get a payment.

EXCLUDE YOURSELF Get no payment. This is the only option that allows you to ever be part of any other lawsuit against the defendants about the legal claims in this case.

OBJECT Write to the Court about why you do not like the settlement.

GO TO A HEARING Ask to speak in Court about the fairness of the settlement.

DO NOTHING Get no payment. Give up rights.

• These rights and options - and the deadlines to exercise them - are explained in this notice.

• The Court in charge of this case still has to decide whether to approve the settlement. Payments will be made if the Court approves the settlement and after appeals are resolved. Please be patient.

2


SUMMARY NOTICE

Statement of Plaintiff Recovery

The parties have agreed to settle this lawsuit and have established a Settlement Fund of $35,000,000.00 in cash, plus interest. Lead Plaintiff SLM Ventures’ (“Lead Plaintiff”) damages consultant estimates that there were approximately 498 million shares of SLM common stock traded during the Class Period which may have been damaged. Lead Plaintiff estimates that the average recovery per damaged share of SLM common shares under the settlement is $0.07 per damaged share before deduction of Court-awarded attorneys’ fees and expenses. A Class Member’s actual recovery will be a portion of the Net Settlement Fund equal to his, her or its Recognized Claim divided by the total Recognized Claims of all Class Members who submit acceptable Proofs of Claim, multiplied by the Net Settlement Fund.

Statement of Potential Outcome of Case

The parties disagreed on both liability and damages and do not agree on the average amount of damages per share that would be recoverable if Lead Plaintiff were to have prevailed at trial. The Defendants deny that they are liable to the Lead Plaintiff or the Class and deny that Lead Plaintiff or the Class have suffered any damages.

Statement of Attorneys’ Fees and Costs Sought

Plaintiff’s Lead Counsel is moving the Court to award attorneys’ fees not to exceed one-quarter (25%) of the Gross Settlement Fund (defined below), and for reimbursement of expenses incurred in connection with the prosecution of this Action not to exceed $1.25 million. The requested fees and expenses would amount to an average of $0.02 per damaged share. Plaintiff’s Lead Counsel have expended considerable time and effort in the prosecution of this litigation on a contingent fee basis, and have advanced the expenses of the litigation, in the expectation that if they were successful in obtaining a recovery for the Class they would be paid from such recovery. In this type of litigation it is customary for counsel to be awarded a percentage of the common fund recovery as their attorneys’ fees and expenses.

Further Information

You may get further information about the Action and this Notice by contacting Plaintiff’s Lead Counsel: Jonathan K. Levine, Esq., Girard Gibbs LLP, 601 California Street, Suite 1400, San Francisco, California, Telephone: 415-981-4800.

Reasons for the Settlement

The principal reason for the settlement is to provide a benefit to the Class now. This benefit must be compared to the risk that no recovery might be achieved after a contested trial and likely appeals, possibly years into the future. While Lead Plaintiff was prepared to go to trial and was confident in its ability to present a case, it recognized that a trial is a risky proposition and that Lead Plaintiff and the Class might not have prevailed on all their claims. The claims advanced by the Class involve numerous complex legal and financial issues, requiring extensive expert testimony, which would add considerably to the expense and duration


of the litigation. Even after extensive fact and expert discovery, questions remain regarding the extent of Defendants’ liability and the true measure of the Class’s damages. In particular, because the decline in SLM’s stock price might have been subject to industry-wide market factors that were driving down the stock prices of many companies, there existed a substantial risk that Lead Plaintiff may not have been able to prove at trial that its losses were actually due to Defendants’ allegedly false and misleading statements.

[END OF COVER PAGE]

WHAT THIS NOTICE CONTAINS

<< Table of Contents will generate here >>

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BASIC INFORMATION

1. Why did I get this notice package?

You or someone in your family may have purchased or otherwise acquired SLM common shares between January 18, 2007 and January 23, 2008, inclusive, and possessed any of those shares over one or more of the dates of December 19, 2007, January 3, 2008 and January 23, 2008.

The Court directed that this notice be sent to you because you have a right to know about a proposed settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves the settlement, and after any objections and appeals are resolved, an administrator appointed by the Court will make the payments that the settlement allows.

This package explains the lawsuit, the settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the case is the United States District Court for the Southern District of New York, and the case is known as In re SLM Corporation Securities Litigation, Civil No. 08 Civ. 1029 (WHP). This case was assigned to United States District Judge William H. Pauley. The entity that has sued is called the Lead Plaintiff, and SLM and individual defendant Albert L. Lord are called the Settling Defendants.

2. What is this lawsuit about?

The lawsuit claims that Settling Defendants and others made materially false and misleading statements and omissions in the Settling Defendants’ public statements, filings with the Securities and Exchange Commission (“SEC”) and other public documents to the investing public regarding the loan underwriting standards, forbearance practices and loss allowances of SLM, its subsidiaries and/or affiliates with respect to certain student loans known as private education loans (“PELs”) originated, acquired, serviced or collected by SLM, its subsidiaries and/or affiliates, thereby understating SLM’s loan loss reserves and overstating SLM’s profitability, and allegedly artificially inflating the price of SLM’s common stock. The lawsuit further alleges that this conduct by SLM caused damages to persons who purchased or otherwise acquired SLM’s common shares at such allegedly inflated prices. The lawsuit seeks money damages against the Settling Defendants for violations of the federal securities laws.

3. Why is this a class action?

In a class action, one or more people called class representatives (in this case, Lead Plaintiff), sue on behalf of people who have similar claims. All these people are a Class or Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class.


4. Why is there a settlement?

The Court did not decide in favor of Lead Plaintiff or the Settling Defendants. Instead, these parties agreed to a settlement. Settlement avoids the risks, delay and cost of a trial, and the people affected will get compensation. The Lead Plaintiff and the attorneys think the settlement is best for all Class Members.

WHO IS IN THE SETTLEMENT

To see if you will get money from this settlement, you first have to determine if you are a Class Member.

5. How do I know if I am part of the settlement?

The Court directed, for purposes of this settlement, that everyone who fits this description is a Class Member: all persons or entities who purchased or otherwise acquired SLM common shares between January 18, 2007 and January 23, 2008, inclusive and possessed any of those shares over one or more of the dates of December 19, 2007, January 3, 2008 and January 23, 2008 (the “Class”).

6. Are there exceptions to being included?

You are not a Class Member if you are any one of the Settling Defendants in this action, a member of the immediate family (parents, spouses, siblings and children) of Mr. Lord, an officer, director or other individual or entity in which any Settling Defendant has a controlling interest, a person who was an officer, director, partner, or controlling person of SLM (including any officer, director, partner or controlling person of any of its subsidiaries or any other entity in which SLM had a majority or controlling interest) during the Class Period, or a legal representative, heir, successor in interest or assign of any such persons or entities.

Also excluded from the Class are any putative Class Members who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in the Settlement Notice

If you sold SLM common stock during the Class Period (January 18, 2007 through and including January 23, 2008), that alone does not make you a Class Member. You are a Class Member only if you purchased or otherwise acquired shares during the Class Period and possessed any of those shares over one or more of the dates of December 19, 2007, January 3, 2008 and January 23, 2008.

7. I’m still not sure if I am included?

6


If you are still not sure whether you are included, you can ask for free help. You can call __ or visit www.__.com for more information. Or you can fill out and return the Proof of Claim form described in question 10 to see if you qualify.

THE SETTLEMENT BENEFITS — WHAT YOU GET

8. What does the settlement provide?

The Settling Defendants and their insurers have agreed to create a $35,000,000.00 fund. The fund, after deduction of Court awarded attorneys’ fees and expenses and settlement administration costs, will be divided among all Class Members who send in valid claim forms.

9. How much will my payment be?

Your share of the fund will depend on the amount of valid claim forms that Class Members send in, how many SLM common shares you purchased or otherwise acquired and for what price, and whether and when you sold them. The proposed Plan of Allocation is described at the end of this Notice.

By following the instructions in the Plan of Allocation below, you can calculate what is called your Recognized Claim. It is unlikely that you will get a payment for all of your Recognized Claim. After all Class Members have sent in their claim forms, the payment you get will be a part of the net settlement fund equal to Recognized Claim divided by the total of everyone’s Recognized Claims. See the instructions in the Plan of Allocation for more information on calculating your Recognized Claim.

HOW YOU GET A PAYMENT — SUBMITTING A CLAIM FORM

10. How can I get a payment?

To qualify for payment, you must send in a Proof of Claim form. A Proof of Claim form is being circulated with this Notice. You may also get a Proof of Claim form on the Internet at www._________.com. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it postmarked no later than __ .

11. When would I get my payment?

The Court will hold a hearing on __, 2012 to decide whether to approve the settlement. If the Court approves the settlement after that, there may be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. Please be patient.

7


12. What am I giving up to get a payment or stay in the Class?

Unless you exclude yourself, you are staying in the Class, and that means that, if the settlement is approved, you will release all “Settled Claims” (as defined below) against the “Released Parties” (as defined below), even if you do not submit a Proof of Claim.

“Settled Claims” means any and all claims, debts, demands, rights, actions, suits, disputes, contracts, or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory, regulatory, foreign, or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, whether under tort or contract, matured or un-matured, whether class, individual or derivative in nature, whether or not referred to in the Action, including both known claims and Unknown Claims (i) that have been asserted in this Action by the Class Members or their attorneys or any of them against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or their attorneys or any of them or their successors and assigns or any of them against any of the Released Parties which arise out of or are based upon or relate in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Second Amended Class Action Complaint and relate to the purchase or sale of shares of the common stock of SLM during the Class Period, except for claims to enforce the Settlement.

“Released Parties” means any and all of the Settling Defendants, their past or present subsidiaries, parents, successors, predecessors, officers, directors, agents, partners, principals, shareholders, members, employees, Insurance Carriers, and attorneys, and any person, firm, trust, corporation, officer, director or other individual or entity in which any Settling Defendant has a controlling interest or which is related to or affiliated with any of the Settling Defendants, and the legal representatives, heirs, executors, successors in interest or assigns of any such entity.

If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you, even if you do not submit a Proof of Claim.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a payment from this settlement, but you want to keep the right to sue or continue to sue SLM or any of the Released Parties on your own about any of the Settled Claims, then you must take steps to get out. This is called excluding yourself — or is sometimes referred to as “opting out” of the Class.

13. How do I get out of the settlement?

To exclude yourself from the settlement, you must send a letter by mail clearly indicating your name, address and telephone number, the date(s), price(s), and number(s) of shares of all purchases and sales of SLM common shares during the Class Period and stating that you

8


“request to be excluded from the Class in the SLM Securities Litigation,” and you must sign the letter. You must mail your exclusion request postmarked no later than __ to:

SLM Securities Litigation Exclusions c/o

__ City, ST 00000-0000

You cannot exclude yourself by phone or by e-mail. If exclude yourself from the Class, you will not get any settlement payment, and you cannot object to the settlement. You may be able to sue (or continue to sue) SLM in the future.

14. If I don’t exclude myself, can I sue SLM for the same thing later?

No. Unless you exclude yourself, you give up any rights to sue SLM and the Released Parties for the claims that this settlement resolves. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is __ .

15. If I exclude myself, can I get money from this settlement?

No. If you exclude yourself, do not send in a claim form to ask for any money. But, you may sue, continue to sue, or be part of a different lawsuit against the Released Parties.

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

The Court ordered that Girard Gibbs LLP, 601 California Street, Suite 1400, San Francisco, California, Telephone: 415-981-4800, will represent you and the other Class Members. The Girard Gibbs firm is called Plaintiff’s Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

17. How will the lawyers be paid?

Plaintiff’s Lead Counsel are moving the Court to award attorneys’ fees from the Settlement Fund in an amount not greater than one-quarter (25%) of the Gross Settlement Fund and for reimbursement of their expenses not to exceed $1.25 million, plus interest on such expenses at the same rate as earned by the Settlement Fund. Costs to administer the settlement will also be paid out of the Settlement Fund.

9


OBJECTING TO THE SETTLEMENT

You can tell the Court that you don’t agree with the settlement or some part of it.

18. How do I tell the Court that I don’t like the settlement?

If you are a Class Member, you can object to the settlement if you don’t like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a signed letter saying that you object to the proposed settlement in the In re SLM Corporation Securities Litigation . You must include your name, address, telephone number, and your signature, identify the date(s), price(s), and number(s) of shares of all purchases and sales of SLM common stock you made during the Class Period, and state the reasons why you object to the propose settlement. Mail the objection to each of the following addresses postmarked no later than __:

COURT PLAINTIFF’S LEAD DEFENDANTS’ COUNSEL COUNSEL

Honorable William H. Pauley GIRARD GIBBS LLP LATHAM & WATKINS United States District Judge LLP United States District Court Jonathan K. Levine for the Southern District of GIRARD GIBBS LLP Christopher Harris New York 601 California Street, 14 th 885 Third Avenue Daniel Patrick Moynihan Floor New York, New York 10022 United States Courthouse San Francisco, CA 94108 Telephone: 212-906-1200 500 Pearl St. Telephone: 415-981-4800 Facsimile: 212-751-4864 New York, NY 10007-1312 Facsimile: 415-981-4846

Peter A. Wald Abid R. Qureshi 505 Montgomery Street, Suite 2000 San Francisco, California 94111 Telephone: 415-391-0600 Facsimile: 415-395-8095

Anyone making an objection may be subject to discovery by any party, including a deposition, on ten calendar days’ notice. If a person who makes an objection does not comply with all of the requirements set forth in this notice, his or her objection will be deemed to be waived.

19. What’s the difference between objecting and excluding?

Objecting is simply telling the Court that you do not like something about the settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not

10


want to be part of the Class. If you exclude yourself, you cannot object because the case no longer affects you.

THE COURT’S SETTLEMENT HEARING

The Court will hold a hearing to decide whether to approve the settlement. You may come to the hearing and you may ask to speak, but you don’t have to.

20. When and where will the Court decide whether to approve the settlement?

The Court will hold a Settlement Fairness Hearing at __ on __, at the United States District Court for the Southern District of New York, 500 Pearl Street, New York, New York 10007-1312, Courtroom 11D. At this hearing, the Court will consider whether the settlement is fair, reasonable and adequate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Plaintiff’s Lead Counsel. After the hearing, the Court will decide whether to approve the settlement. We do not know how long these decisions will take.

21. Do I have to come to the hearing?

No. Plaintiff’s Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time and have complied with all of the requirements set forth in this notice, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary for you to do so.

22. May I speak at the hearing?

You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must include with your objection, described in paragraph 18 above, the statement, “I hereby give notice that I intend to appear at the Fairness Hearing in In re SLM Corporation Securities Litigation .” Be sure to include your name, address and telephone number, identify the date(s), price(s), and number(s) of shares of all purchases and sales of SLM common stock you made during the Class Period, and sign the letter. If you intend to have any witnesses testify or to introduce any evidence at the Fairness Hearing, you must provide a list the witnesses and submit copies of the evidence along with your objection. Your Notice of Intention to Appear must be postmarked no later than __, and be sent to the Clerk of the Court, Plaintiff’s Lead Counsel, and Defendants’ Counsel, at the addresses shown in the answer to question 18. You cannot speak at the hearing if you exclude yourself. You also cannot speak at the hearing if your objection has been waived because you did not comply with the requirements set forth in this notice.

11


IF YOU DO NOTHING

23. What happens if I do nothing at all?

If you do nothing, you will get no money from this settlement. But, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against SLM and the Released Parties about the legal issues in this case, ever again.

GETTING MORE INFORMATION

24. Are there more details about the settlement?

This notice summarizes the proposed settlement. More details are in a Stipulation and Agreement of Settlement dated March 23, 2012 (the “Stipulation”). You can get a copy of the Stipulation by visiting www.__.com. Copies of the Stipulation may also be obtained from Plaintiff’s Lead Counsel.

25. How do I get more information?

You can call the Claims Administrator at __ toll free with questions about submitting a Proof of Claim, or visit their website at www.__.com, where you will find answers to common questions about the settlement, a claim form, plus other information to help you determine whether you are a Class Member and whether you are eligible for a payment. Any other questions should be directed to Plaintiff’s Lead Counsel identified in paragraph 18 above.

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The $35,000,000.00 Cash Settlement Amount and the interest earned thereon shall be the Gross Settlement Fund. The Gross Settlement Fund, less all taxes, approved costs, fees and expenses (the “Net Settlement Fund”) shall be distributed to members of the Class who submit acceptable Proofs of Claim (“Authorized Claimants”).

The Claims Administrator shall determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Claim,” which is based on the Recognized Loss per Share Formula in the Plan of Allocation described below. The Recognized Loss formula is not intended to be an estimate of the amount of what a Class Member might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the settlement. The Recognized Loss formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized Claimants.

The following proposed Plan of Allocation reflects the proposition that the price of SLM common stock was artificially inflated from the beginning of the Class Period on January 18, 2007 until the end of the Class Period on January 23, 2008, and that certain disclosures during

12


the Class Period partially reduced the alleged artificial inflation. The decreases in the price of SLM common stock occurring on December 19, 2007 and January 3, 2008 reflected elimination of part of the artificial inflation that the Settling Defendants’ alleged misrepresentations may have caused. By the end of the Class Period, January 23, 2008, no further artificial inflation was alleged to be contained in the price of SLM common stock. Computation of the loss per share reflects price changes of SLM common stock, adjusting for price changes that were attributable to market and industry forces, or other company information unrelated to the alleged fraud, based on the allegations in the case and the evidence developed in support thereof.

“Recognized Loss per Share” will be calculated for purposes of the Settlement as follows:

For SLM common stock purchased from January 18, 2007 through October 10, 2007 and: (i) sold prior to December 19, 2007, the Recognized Loss is $0.00 per share; (ii) sold after December 18, 2007 but before January 4, 2008, the Recognized Loss is

the lesser of (a) $1.06 per share and (b) the purchase price less the sales price; (iii) sold after January 3, 2008 but before January 23, 2008, the Recognized Loss is

the lesser of (a) $1.79 per share and (b) the purchase price less the sales price; (iv) retained after January 22, 2008, the Recognized Loss is the lesser of (a) $1.88 per

share and (b) the purchase price less $19.70.

2. For SLM common stock purchased from October 11, 2007 through December 18, 2007 and: (i) sold prior to December 19, 2007, the Recognized Loss is $0.00 per share; (ii) sold after December 18, 2007 but before January 4, 2008, the Recognized Loss is

the lesser of (a) $1.41 per share and (b) the purchase price less the sales price; (iii) sold after January 3, 2008 but before January 23, 2008, the Recognized Loss is

the lesser of (a) $2.38 per share and (b) the purchase price less the sales price; (iv) retained after January 22, 2008, the Recognized Loss is the lesser of (a) $2.50 per


3. For SLM common stock purchased from December 19, 2007 through January 3, 2008 and: (i) sold prior to January 4, 2008, the Recognized Loss is $0.00 per share; (ii) sold after January 3, 2008 but before January 23, 2008, the Recognized Loss is (a)

the lesser of $0.97 per share and (b) the purchase price less the sales price; (iii) retained after January 22, 2008, the Recognized Loss is the lesser of (a) $1.09 per


4. For SLM common stock purchased from January 4, 2008 through January 22, 2008 and (i) sold prior to January 23, 2008, the Recognized Loss is $0.00 per share; (ii) retained after January 22, 2008, the Recognized Loss is the lesser of (a) $0.12 per


The Recognized Loss per Share cannot be less than $0.00 per share.

For Claimants who made multiple purchases, acquisitions or sales of SLM common stock during the Class Period, the earliest subsequent sale shall be matched first against the Claimant’s

13


closing position the day before the first day of the Class Period, and then matched chronologically thereafter against each purchase or acquisition made during the Class Period.

To the extent a Claimant had a gain from his, her or its overall transactions in SLM common stock during the Class Period, the value of the Recognized Claim will be zero. To the extent that a Claimant suffered an overall loss on his, her or its overall transactions in SLM common stock during the Class Period, but that loss was less than the Recognized Claim calculated pursuant to the above provisions, then the Recognized Claim shall be limited to the amount of the actual loss. A payment to any Claimant that would amount to less than $10.00 in total will not be included in the calculation of the Net Settlement Fund, and no payment to these Claimants will be distributed.

For purposes of determining whether a Claimant had a gain from his, her or its overall transactions in SLM common stock during the Class Period or suffered a loss, the Claims Administrator shall: (i) total the amount paid for all SLM common stock purchased during the Class Period by the claimant (the “Total Purchase Amount”); (ii) match any sales of SLM common stock during the Class Period first against the Claimant’s opening position in the stock (the proceeds of those sales will not be considered for purposes of calculating gains or losses); (iii) total the amount received for sales of the remaining shares of SLM common stock sold during the Class Period (the “Sales Proceeds”); (iv) ascribe a holding value of $19.70, the price on January 24, 2008, times the number of shares of SLM common stock purchased during the Class Period and still held at the end of the Class Period (“Holding Value”). The difference between (i) the Total Purchase Amount and (ii) the sum of the Sales Proceeds and Holding Value, will be deemed a Claimant’s gain or loss on his, her or its overall transactions in SLM common stock during the Class Period.

Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on his, her or its Recognized Claim as compared to the total Recognized Claims of all Authorized Claimants.

Class Members who do not submit acceptable Proofs of Claim will not share in the settlement proceeds. Class Members who do not either submit a request for exclusion or submit an acceptable Proof of Claim will nevertheless be bound by the settlement and the Order and Final Judgment of the Court dismissing this Action.

Payments will be distributed to Authorized Claimants after all claims have been processed and after the Court has finally approved the settlement. If any funds remain in the Net Settlement Fund by reason of uncashed checks or otherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash their distribution checks, any balance remaining in the Net Settlement Fund one (1) year after the initial distribution of such funds shall be re-distributed to Class Members who have cashed their checks and who would receive at least $10.00 from such re-distribution, after payment of any unpaid costs or fees incurred in administering the Net Settlement Fund for such re-distribution. If after six months after such re-distribution any funds shall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian, not-for-profit, 501(c)(3) organization(s) designated by Plaintiff’s Lead Counsel.

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The Court has reserved jurisdiction to allow, disallow or adjust on equitable grounds the claim of any Class Member. The Court also reserves the right to modify the Plan of Allocation without further notice to Class Members. Payment pursuant to the Plan of Allocation approved by the Court shall be conclusive against all Authorized Claimants. No person shall have any claim against Lead Plaintiff, its counsel, the Claims Administrator, or any other agents designated by counsel based on distributions made substantially in accordance with the Agreement and the Settlement contained therein, the Plan of Allocation, or further orders of the Court.

15


EXHIBIT A-2




:

PROOF OF CLAIM AND RELEASE

DEADLINE FOR SUBMISSION: , 2012.

IF YOU PURCHASED OR OTHERWISE ACQUIRED SLM CORPORATION (“SLM”) COMMON SHARES DURING THE PERIOD BETWEEN JANUARY 18, 2007 AND JANUARY 23, 2008, INCLUSIVE (THE “CLASS PERIOD”), AND HELD ANY OF THOSE SHARES OVER ONE OR MORE OF THE DATES OF DECEMBER 19, 2007, JANUARY 3, 2008 AND JANUARY 23, 2008,YOU ARE A “CLASS MEMBER” AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS. (EXCLUDED FROM THE CLASS ARE THE SETTLING DEFENDANTS IN THIS ACTION, MEMBERS OF THE IMMEDIATE FAMILY OF DEFENDANT ALBERT L. LORD, AN OFFICER, DIRECTOR OR OTHER INDIVIDUAL OR ENTITY IN WHICH ANY SETTLING DEFENDANT HAS A CONTROLLING INTEREST, A PERSON WHO WAS AN OFFICER, DIRECTOR, PARTNER, OR CONTROLLING PERSON OF SLM DURING THE CLASS PERIOD, AND A LEGAL REPRESENTATIVE, HEIR, SUCCESSOR IN INTEREST OR ASSIGN OF ANY SUCH PERSONS OR ENTITIES.)

IF YOU FILED A REQUEST FOR EXCLUSION FROM THE CLASS, YOU ARE NOT A CLASS MEMBER, NOT ELIGIBLE FOR ANY SETTLEMENT BENEFITS AND MAY NOT SUBMIT THIS FORM.

IF YOU ARE A CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THIS FORM IN ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS.

YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY FIRST CLASS MAIL, POSTMARKED NO LATER THAN ___________, 2012 TO THE FOLLOWING ADDRESS:


In re SLM Corporation Securities Litigation c/o Claims Administrator

Post Office Box __________, ___

YOUR FAILURE TO SUBMIT YOUR CLAIM BY __________, 2012 WILL SUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOUR RECEIVING ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS LITIGATION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR.

I purchased or otherwise acquired SLM common shares between January 18,

2007 and January 23, 2008, inclusive, and held some of those shares over one or more of the

dates of December 19, 2007, January 3, 2008 and January 23, 2008. (Do not submit this Proof of

Claim if you did not purchase or otherwise acquire SLM common shares during this period and

hold some of those shares over one of the December 2007 or January 2008 dates listed above).

2. By submitting this Proof of Claim, I state that I believe in good faith that I am a

Class Member as defined above and in the Notice of (1) Pendency and Proposed Settlement of

Class Action; (2) Hearing on Proposed Settlement; and (3) Motion for Attorneys’ Fees and

Reimbursement of Litigation Expenses (the “Settlement Notice”), or am acting for such person;

that I am not a Defendant in the Action or excluded from the Class; that I have read and

understand the Settlement Notice; that I believe that I am entitled to receive a share of the Net

Settlement Fund; that I elect to participate in the proposed Settlement described in the Settlement

Notice; and that I have not filed a request for exclusion. (If you are acting in a representative

capacity on behalf of a Class Member (e.g., as an executor, administrator, trustee, or other

representative), you must submit evidence of your current authority to act on behalf of that Class

Member. Such evidence would include, for example, letters testamentary, letters of

administration, or a copy of the trust documents.)

2


I have set forth where requested below all relevant information with respect to

each purchase or acquisition of SLM common shares during the Class Period, and each sale, if

any, of such securities. I agree to furnish additional information (including transactions in other

SLM securities) to the Claims Administrator to support this claim if requested to do so.

4. I have enclosed photocopies of the stockbroker’s confirmation slips, stockbroker’s

statements, relevant portions of my tax returns or other documents evidencing each purchase,

acquisition, sale or retention of SLM common shares listed below in support of my claim. (IF

ANY SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY

OR EQUIVALENT DOCUMENTS FROM YOUR BROKER OR TAX ADVISOR BECAUSE

THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLAIM.).

5. I understand that the information contained in this Proof of Claim is subject to

such verification as the Claims Administrator may request or as the Court may direct, and I agree

to cooperate in any such verification. (The information requested herein is designed to provide

the minimum amount of information necessary to process most simple claims. The Claims

Administrator may request additional information as required to efficiently and reliably calculate

your Recognized Claim. In some cases the Claims Administrator may condition acceptance of

the claim based upon the production of additional information, including, where applicable,

information concerning transactions in any derivatives of the subject securities such as options.)

6. Upon the occurrence of the Effective Date (as defined in the Settlement Notice),

my signature hereto will constitute confirmation of a full and complete release, remise and

discharge by me or, if I am submitting this Proof of Claim on behalf of a corporation, a

partnership, estate or one or more other persons, by it, him, her or them, and by my, its, his, her


or their heirs, executors, administrators, predecessors, successors, and assigns of each of the

“Released Parties” of all “Settled Claims,” as defined in the Notice.

7. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large

numbers of transactions may request, or may be requested, to submit information regarding their

transactions in electronic files. All Claimants MUST submit a manually signed paper Proof of

Claim form listing all their transactions whether or not they also submit electronic copies. If you

wish to file your claim electronically, you must contact the Claims Administrator at

or visit their website at www._________.com to obtain the required file

layout. No electronic files will be considered to have been properly submitted unless the Claims

Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of

electronically submitted data.

8. Statement of Claim

Name(s) of Beneficial Owner(s):

Name

Joint Owner’s Name (if any)

Address of Beneficial Owner(s):

Street No.

City State Zip Code

( ) ( ) Telephone No. (Day) Telephone No. (Night)

Taxpayer I.D. No. or Social Security No.

Check one:

4


___ Individual ___ Corporation ___ Joint Owners ___ IRA

Estate Other (specify)


9

At the close of business on January 17, 2007, I owned __________ SLM common

shares.

10. I made the following purchases of SLM common shares during the period January

18, 2007 through and including January 23, 2008:

Date(s) of Purchase Number of Shares of (List Common Stock Chronologically) Purchased (Month/Day/Year)

___/___/_____ ______________

___/___/_____ ______________

___/___/_____ ______________

___/___/_____ ______________

___/___/_____ ______________

Purchase Price Per Share of Common Stock

$

$

$

$

$

Aggregate Cost (including commissions, taxes, and fees)

$____________

$____________

$____________

$____________

$

11. I made the following sales of SLM common shares during the period January 18,

2007 through and including January 23, 2008:

Date(s) of Sale Number of Shares of (List Common Stock Sold Chronologically) (Month/Day/Year)

___/___/_____ ______________

___/___/_____ ______________

___/___/_____ ______________

___/___/____ ______________

/ /

Sale Price Per Share of Common Stock

$

$

$

$

$

Amount Received (net of commissions, taxes, and fees)

$

$

$

$

$

12. At the close of business on January 23, 2008, I still owned

SLM

common shares.

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAGE

13. Substitute Form W-9

6


Request for Taxpayer Identification Number:

Enter taxpayer identification number below for the Beneficial Owner(s). For most

individuals, this is your Social Security Number. The Internal Revenue Service (“I.R.S.”)

requires such taxpayer identification number. If you fail to provide this information, your claim

may be rejected.

Social Security Number (for individuals) or

Taxpayer Identification Number (for estates, trusts, corporations, etc.)

14. Certification

UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE

INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.

I (We) certify that I am (we are) NOT subject to backup withholding under the provisions

of Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am (We are) exempt from

backup withholding, or (b) I (We) have not been notified by the I.R.S. that I am (we are) subject

to backup withholding as a result of a failure to report all interest or dividends, or (c) the I.R.S.

has notified me (us) that I am (we are) no longer subject to backup withholding.

NOTE: If you have been notified by the I.R.S. that you are subject to backup withholding, please

strike out the language that you are not subject to backup withholding in the certification above.

Signature of Claimant (If this claim is being made on behalf of Joint Claimants, then each must sign)

(Signature)

(Signature)

7


THIS PROOF OF CLAIM MUST BE SUBMITTED NO LATER THAN ____________,

2012, AND MUST BE MAILED TO:

In re SLM Corporation Securities Litigation c/o Claims Administrator

Post Office Box ___

A Proof of Claim received by the Claims Administrator shall be deemed to have been

submitted when posted, if mailed by ________, 2012, and if a postmark is indicated on the

envelope and it is mailed first class, and addressed in accordance with the above instructions. In

all other cases, a Proof of Claim shall be deemed to have been submitted when actually received

by the Claims Administrator.

If you wish to be assured that your Proof of Claim is actually received by the Claims

Administrator then you should send it by Certified Mail, Return Receipt Requested. No

acknowledgment will be made as to the receipt of claim forms. You should be aware that it will

take a significant amount of time to process fully all of the Proofs of Claim and to administer the

Settlement. This work will be completed as promptly as time permits, given the need to

investigate and tabulate each Proof of Claim. Please notify the Claims Administrator of any

change of address.

8


EXHIBIT A-3




:

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED SLM CORPORATION COMMON SHARES DURING THE PERIOD OF TIME COMMENCING ON JANUARY 18, 2007 THROUGH AND INCLUDING JANUARY 23, 2008, AND WHO POSSESSED ANY OF THOSE SHARES OVER ONE OR MORE OF THE DATES OF DECEMBER 19, 2007, JANUARY 3, 2008 AND JANUARY 23, 2008.

YOU ARE HEREBY NOTIFIED, that the above-captioned action has been certified as a

class action and that a settlement for $35,000,000.00 has been proposed. A hearing will be held

before the Honorable William H. Pauley of the United States District Court for the Southern

District of New York, 500 Pearl Street, New York, New York 10007-1312, Courtroom 11D, at

__, on __, 2012 to determine whether the proposed settlement should be approved by the Court

as fair, reasonable, and adequate, and to consider the motion of Plaintiff’s Lead Counsel for

attorneys’ fees and reimbursement of litigation expenses.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS

WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT

FUND. If you have not yet received the full printed Notice of (1) Pendency and Proposed

Settlement of Class Action; (2) Hearing on Proposed Settlement; and (3) Motion for Attorneys’


Fees and Reimbursement of Litigation Expenses (the “Settlement Notice”) and a Proof of Claim

form, you may obtain copies of these documents by contacting:

In re SLM Corporation Securities Litigation c/o A.B. Data, Ltd., Claims Administrator

Post Office Box _________,

__ www. .com

Inquiries, other than requests for the Settlement Notice and Proof of Claim forms, may be

made to Plaintiff’s Lead Counsel: Jonathan K. Levine, Esq., Girard Gibbs LLP, 601 California

Street, Suite 1400, San Francisco, California, Telephone: 415-981-4800.

To participate in the Settlement, you must submit a Proof of Claim no later than __. As

more fully described in the Settlement Notice, any exclusions must be postmarked no later than

__. If you do not request submit an exclusion, your rights will be affected even if you do not

submit a Proof of Claim.

Further information may be obtained by directing your inquiry in writing to the Claims

Administrator, A.B. Data, Ltd., at the address listed above.

By Order of The Court

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EXHIBIT B




:

ORDER OF FINAL JUDGMENT

This matter having come before the Court for hearing, pursuant to the Order of this

Court, dated ___________, 2012 (Docket No. ____), on the application of the Parties for

approval of the settlement set forth in the Stipulation of Settlement dated as of March 23, 2012

(Docket No. ____), and due and adequate notice having been given to the Certified Class as

required in said Order, and the Court having considered all papers filed and proceedings had

herein and otherwise being fully informed in the premises and good cause appearing therefore,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

As used in this Order the capitalized terms not otherwise defined herein have the

meanings set forth in the Stipulation.

2. The Court has jurisdiction over the subject matter of the Action, the Lead

Plaintiff, all Certified Class Members, and the Settling Defendants, and to consider and enter this

Order.

3. Notice of the pendency of this Action as a class action and of the proposed

Settlement was given to all Certified Class Members who could be identified with reasonable

effort. The form and method of notifying the Certified Class of the pendency of the action as a

class action and of the terms and conditions of the proposed Settlement met the requirements of


Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange

Act of 1934, 15 U.S.C. 78u-4(a)(7) as amended by the Private Securities Litigation Reform Act

of 1995 (“PSLRA”), due process and any other applicable law, constituted the best notice

practicable under the circumstances, and constituted due and adequate notice to all persons and

entities entitled thereto.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

approves the Settlement as set forth in the Stipulation, finds that said Settlement is, in all

respects, fair, reasonable and adequate with respect to the Certified Class and directs that the

Settlement be consummated in accordance with the terms and provisions of the Stipulation.

The Action is hereby dismissed with prejudice and without costs, except as

provided in the Stipulation.

6. Upon the Effective Date, the Lead Plaintiff and each Certified Class Member, on

behalf of themselves, their successors and assigns, and any other Person claiming (now or in the

future) through or on behalf of them, and regardless of whether any such Lead Plaintiff or

Certified Class Member ever seeks or obtains by any means, including, without limitation, by

submitting a Proof of Claim, any distribution from the Net Settlement Fund established pursuant

to the Stipulation, shall be deemed to have, and by operation of this Judgment shall have, fully,

finally, and forever released, relinquished, and discharged all Released Claims against the

Settling Defendants and Released Parties and shall have covenanted not to sue the Settling

Defendants and Released Parties with respect to all such Released Claims, and shall be

permanently barred and enjoined from instituting, commencing or prosecuting, either directly or

in any other capacity, any and all Settled Claims against any and all of the Released Parties. The

Settled Claims are hereby compromised, settled, released, discharged and dismissed as against

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the Released Parties on the merits and with prejudice by virtue of the proceedings herein and this

Order of Final Judgment.

7. Upon the Effective Date, the Settling Defendants and the successors and assigns

of any of them, are hereby permanently barred and enjoined from instituting, commencing or

prosecuting, either directly or in any other capacity, any and all Settled Defendants’ Claims. The

Settled Defendants’ Claims of all the Released Parties are hereby compromised, settled, released,

discharged and dismissed on the merits and with prejudice by virtue of the proceedings herein

and this Order of Final Judgment.

8. Upon the Effective Date, all obligations of the Settling Defendants and Released

Parties to Lead Plaintiff and the Certified Class Members arising out of, based upon or otherwise

related to the transactions and occurrences that were alleged, or could have been alleged, on

behalf of Lead Plaintiff and the Certified Class Members in the Action shall be fully, finally, and

forever discharged, and all Persons shall be permanently barred and enjoined from instituting,

prosecuting, pursuing or litigating in any manner (regardless of whether such Persons purport to

act individually, representatively, or in any other capacity and regardless of whether such

Persons purport to allege direct claims, claims for contribution, indemnification, or

reimbursement, or any other claims) claims regarding any such obligations.

9. Neither this Order of Final Judgment, the Stipulation, nor any of their terms and

provisions, nor any of the negotiations or proceedings connected with them, nor any of the

documents or statements referred to therein shall be:

(a) offered or received against the Settling Defendants or against Lead

Plaintiff or the Certified Class as evidence of or construed as or deemed to be evidence of any

presumption, concession, or admission by any of the Settling Defendants or by Lead Plaintiff or


the Certified Class with respect to the truth of any fact alleged by Lead Plaintiff or the validity of

any claim that had been or could have been asserted in the Action or in any litigation, or the

deficiency of any defense that has been or could have been asserted in the Action or in any

litigation, or of any liability, negligence, fault, or wrongdoing of the Settling Defendants;

(b) offered or received against the Settling Defendants as evidence of a

presumption, concession or admission of any fault, misrepresentation or omission with respect to

any statement or written document approved or made by any Settling Defendant, or against Lead

Plaintiff and the Certified Class as evidence of any infirmity in the claims of Lead Plaintiff and

the Certified Class;

(c) offered or received against the Settling Defendants or against Lead

Plaintiff or the Certified Class as evidence of a presumption, concession or admission with

respect to any liability, negligence, fault or wrongdoing, or in any way referred to for any other

reason as against any of the parties to the Stipulation, in any other civil, criminal or

administrative action or proceeding, other than such proceedings as may be necessary to

effectuate the provisions of the Stipulation; provided, however, that Settling Defendants may

refer to the Stipulation to effectuate the liability protection granted them thereunder;

(d) construed against the Settling Defendants or Lead Plaintiff and the

Certified Class as an admission or concession that the consideration to be given hereunder

represents the amount which could be or would have been recovered after trial; or

(e) construed as or received in evidence as an admission, concession or

presumption against Lead Plaintiff or the Certified Class or any of them that any of their claims

are without merit or that damages recoverable under the Complaint would not have exceeded the

Gross Settlement Fund.

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10. The Plan of Allocation is approved as fair and reasonable, and the Claims

Administrator is directed to administer the Settlement in accordance with its terms and

provisions.

11. The Court finds that all parties and their counsel have complied with each

requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein.

12. Lead Counsel is hereby awarded _________ in fees, which sum the Court finds to

be fair and reasonable, and $____________ in reimbursement of expenses, which fees and

expenses shall be paid to Lead Counsel from the Settlement Fund with interest from the date

such Settlement Fund was funded to the date of payment at the same net rate that the Settlement

Fund earns.

13. Without affecting the finality of this Judgment in any way, this Court retains

continuing jurisdiction over (a) implementation of the Settlement; (b) any award or distribution

of the settlement fund established pursuant to the Stipulation, including interest earned thereon;

and (c) all other proceedings related to the implementation and enforcement of the terms of the

Stipulation and/or the Settlement. The time to appeal from this Judgment shall commence upon

its entry.

14. Without further order of the Court, the parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation.

15. This Judgment is a final judgment in the Action as to all claims among Settling

Defendants, on the one hand, and the Lead Plaintiff and Certified Class, on the other. There is

no just reason for delay in the entry of this Order and Final Judgment and immediate entry by the

Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil

Procedure.


16. The Clerk of the Court is directed to enter this order in the files of this civil

action.

17. In the event that this Judgment does not become Final, this Judgment shall be

rendered null and void and shall be vacated, nunc pro tunc, and the provisions of ¶ 30 of the

Stipulation shall apply

Dated: New York, New York , 2012

Honorable William H. Pauley UNITED STATES DISTRICT JUDGE

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Documents

In re: SLM Corporation 08-CV-01029-Declaration of Jonathan ...securities.stanford.edu/filings-documents/1039/SLM... · In re SLM Corporation Securities Litigation : Case No. 08 Civ