Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 1 of 92 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

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1 Case 1:08-cv 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 (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 Telephone: (212) Facsimile: (212) and Daniel C. Girard Amanda M. Steiner Christina C. Sharp 601 California Street, Suite 1400 San Francisco, CA Telephone: (415) Facsimile: (415) Lead Plaintiff s Counsel 1

2 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 2 of 92 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, 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 Dkt. No Discovery 4. Following the initial case management conference, the parties served their initial document requests in November and December SLM Ventures, an investment partnership, ultimately produced more than 40,000 pages of documents in response to 2

3 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 3 of 92 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.

4 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 4 of 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 s, Excel spreadsheets containing accounting data, presentations relating to the PEL business and draft SEC filings. Our accounting expert reviewed and analyzed PwC s 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 In January 2012, following letter briefing and a telephonic conference with the Court, the Court ordered defendants to produce s from four additional custodians and directed that defendants produce documents for an additional nine-month time period in 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. 4

5 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 5 of 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,

6 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 6 of 92 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 6

7 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 7 of 92 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 7

8 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 8 of 92 EXHIBIT 1

9 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 9 of 92 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x Case No. 08 Civ ()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

10 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 10 of 92 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 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"); 2

11 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 11 of 92 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

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

13 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 13 of 92 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 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,

14 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 14 of 92 (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, 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) (e) "Lead Plaintiff' means SLM Ventures. "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) (h) "Settling Defendants" means SLM Corporation and Albert L. Lord. "Settling Defendants' Counsel" means the law firm of Latham & Watkins LLP. 6

15 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 15 of 92 (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

16 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 16 of 92 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

17 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 17 of 92 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) (s) "Settlement" means the settlement contemplated by this Stipulation. "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

18 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 18 of 92 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

19 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 19 of 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

20 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 20 of 92 (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

21 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 21 of 92 (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

22 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 22 of 92 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 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 B-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 B-2 14

23 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 23 of 92 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 B-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

24 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 24 of 92 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 B-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

25 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 25 of 92 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, (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

26 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 26 of 92 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

27 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 27 of 92 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

28 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 28 of 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

29 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 29 of 92 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

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

31 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 31 of 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

32 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 32 of 92 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

33 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 33 of 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) (d) the management, investment, or distribution of the Settlement Fund; the determination, administration, calculation, or payment of any claims asserted against the Settlement Fund; (e) (f) the payment or withholding of Taxes; or 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

34 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 34 of 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

35 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 35 of 92 (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

36 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 36 of 92 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

37 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 37 of 92 pursuant to it: 31. This Stipulation, whether or not consummated, and any proceedings taken (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

38 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 38 of 92 (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

39 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 39 of 92 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

40 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 40 of 92 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

41 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 41 of 92 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

42 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 42 of 92 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

43 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 43 of 92 DATED: t 3 ' GARD GIBBS LLP By: Danie'teGirard Amanda M. Steiner Christina C. Sharp 601 California Street, Suite 1400 San Francisco, CA Telephone: (415) Facsimile: (415) Jonathan K. Levine 711 Third Avenue, 20th Floor New Ydrk,NY Telephone: (212) Facsimile: (212) Lead Plaintiffs Counsel 35

44 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 44 of 92 DATED: 3 / LATHAM & WATKINS LLP By: QV- Peter A. Wald 505 Montgomery Street, Suite 200 San Francisco, CA Telephone: (415) Facsimile: (415) Abid R. Qureshi 555 Eleventh Street NW, Suite 1000 Washington, D.C Telephone: (202) Facsimile: (202) Christopher R. Harris 885 Third Avenue New York, NY Telephone: (212) Facsimile: (212) Counsel for Defendants SLM Corporation and Albert L. Lord 36

45 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 45 of 92 EXHIBIT A

46 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 46 of 92 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE SLM CORPORATION SECURITIES : Case No. 08 Civ (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

47 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 47 of 92 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 b-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

48 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 48 of 92 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 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

49 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 49 of 92 (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

50 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 50 of 92 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.

51 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 51 of 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, 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

52 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 52 of 92 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

53 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 53 of 92 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

54 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 54 of 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 , 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 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

55 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 55 of 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

56 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 56 of 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

57 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 57 of 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

58 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 58 of 92 EXHIBIT A-i

59 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 59 of 92 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN RE SLM CORPORATION SECURITIES : Case No. 08 Civ (WHP) LITIGATION : 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, (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, 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.

60 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 60 of 92 YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: SUBMIT A CLAIM FORM EXCLUDE YOURSELF OBJECT GO TO A HEARING DO NOTHING The only way to get a payment. 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. Write to the Court about why you do not like the settlement. Ask to speak in Court about the fairness of the settlement. 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

61 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 61 of 92 Statement of Plaintiff Recovery SUMMARY NOTICE The parties have agreed to settle this lawsuit and have established a Settlement Fund of $35,000, 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 onequarter (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: 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

62 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 62 of 92 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 >> 4

63 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 63 of Why did I get this notice package? BASIC INFORMATION 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, 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 (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.

64 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 64 of 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, I m still not sure if I am included? 6

65 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 65 of 92 If you are still not sure whether you are included, you can ask for free help. You can call or visit 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, 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 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

66 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 66 of 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 unaccrued, 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

67 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 67 of 92 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 You cannot exclude yourself by phone or by . 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. 16. Do I have a lawyer in this case? THE LAWYERS REPRESENTING YOU The Court ordered that Girard Gibbs LLP, 601 California Street, Suite 1400, San Francisco, California, Telephone: , 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

68 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 68 of 92 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 United States Courthouse San Francisco, CA Telephone: Pearl St. Telephone: Facsimile: New York, NY Facsimile: Peter A. Wald Abid R. Qureshi 505 Montgomery Street, Suite 2000 San Francisco, California Telephone: Facsimile: 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

69 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 69 of 92 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 , 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

70 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 70 of What happens if I do nothing at all? IF YOU DO NOTHING 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. 24. Are there more details about the settlement? GETTING MORE INFORMATION 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 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 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, 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

71 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 71 of 92 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 $ 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 share and (b) the purchase price less $ 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 share and (b) the purchase price less $ 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 share and (b) the purchase price less $ 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

72 Case 1:08-cv WHP Document 166 Filed 03/30/12 Page 72 of 92 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 redistributed 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 redistribution 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. 14

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