Amendment to SLM Corporation Change in Control Severance Plan for Senior Officers (June 25, 2015)

Summary

This amendment updates the SLM Corporation Change in Control Severance Plan for Senior Officers, originally established in 2006. Effective June 25, 2015, the amendment changes the composition of the committee administering the plan to include the Chief Human Resources Officer, Chief Administrative Officer, and General Counsel. It also clarifies that the Board’s Nominations, Governance and Compensation Committee retains authority to review and approve decisions regarding executive officers. The amendment was approved by SLM Corporation’s Board of Directors.

EX-10.5 7 slm20150630ex105.htm EXHIBIT 10.5 slm20150630ex105

Exhibit 10.5

AMENDMENT

TO THE

SLM CORPORATION CHANGE IN CONTROL SEVERANCE PLAN

FOR SENIOR OFFICERS

Effective June 25, 2015

The SLM Corporation Change in Control Severance Plan for Senior Officers (the “Plan”), as established effective January 1, 2006, as amended (and filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2011) was amended as of June 25, 2015 by action of the Company's Board of Directors to reflect the following:

The heading of Section 4 and the text of Section 4.01 of the Plan were amended to read as follows:

ARTICLE 4. ADMINISTRATIVE COMMITTEE

4.01 Administrative Committee. The Plan will be administered by a committee consisting of the Corporation’s Chief Human Resources Officer, Chief Administrative Officer, and General Counsel (the “Committee”); provided, however, that nothing herein shall limit the authority of the Nominations, Governance and Compensation Committee of the Corporation’s Board of Directors with respect to its right to review and approve all decisions made with respect to executive officers of the Corporation, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934.