Sec Form 4 Filing - HELEEN MARK L @ SLM CORP - 2010-06-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HELEEN MARK L 2. Issuer Name and Ticker or Trading Symbol SLM CORP [ SLM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & General Cousel (Last) (First) (Middle) 12061 BLUEMONT WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2010 (Street) RESTON, VA20190 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 11.39 06/14/2010 A 207 ( 1 ) 09/25/2011 Common Stock 207 ( 2 ) 207 D Stock Option (Right to Buy) $ 26.6466 06/14/2010 D 1,500 09/25/2003 09/25/2011 Common Stock 1,500 ( 2 ) 0 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 1,092 ( 1 ) 01/28/2013 Common Stock 1,092 ( 3 ) 1,092 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 1,217 ( 1 ) 01/28/2013 Common Stock 1,217 ( 3 ) 2,309 D Stock Option (Right to Buy) $ 35.2 06/14/2010 D 6,000 03/08/2004 01/28/2013 Common Stock 6,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 1,088 ( 1 ) 01/29/2014 Common Stock 1,088 ( 4 ) 1,088 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 1,591 ( 1 ) 01/29/2014 Common Stock 1,591 ( 4 ) 2,679 D Stock Option (Right to Buy) $ 37.87 06/14/2010 D 6,500 01/29/2005 01/29/2014 Common Stock 6,500 ( 4 ) 0 D Stock Option (Right to Buy) $ 50.75 06/14/2010 D 6,000 ( 5 ) 01/27/2015 Common Stock 6,000 ( 6 ) 0 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 523 ( 7 ) 01/27/2015 Common Stock 523 ( 6 ) 523 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 1,071 ( 7 ) 01/27/2015 Common Stock 1,071 ( 6 ) 1,594 D Stock Option (Right to Buy) $ 51.6 06/14/2010 D 5,000 ( 8 ) 07/28/2015 Common Stock 5,000 ( 9 ) 0 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 1,458 ( 7 ) 07/28/2015 Common Stock 1,458 ( 9 ) 1,458 D Stock Option (Right to Buy) $ 55.82 06/14/2010 D 6,500 ( 10 ) 01/26/2016 Common Stock 6,500 ( 11 ) 0 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 1,928 ( 7 ) 01/26/2016 Common Stock 1,928 ( 11 ) 1,928 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 2,618 ( 1 ) 01/25/2017 Common Stock 2,618 ( 12 ) 2,618 D Stock Option (Right to Buy) $ 45.41 06/14/2010 D 6,500 01/25/2008 01/25/2017 Common Stock 6,500 ( 12 ) 0 D Stock Option (Right to Buy) $ 21.5 06/14/2010 D 100,000 ( 13 ) 01/31/2018 Common Stock 100,000 ( 14 ) 0 D Stock Option (Right to Buy) $ 11.39 06/14/2010 A 85,099 ( 7 ) 01/31/2018 Common Stock 85,099 ( 14 ) 85,099 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HELEEN MARK L 12061 BLUEMONT WAY RESTON, VA20190 EVP & General Cousel Signatures By: Carol R. Rakatansky (POA) 06/16/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options vest 6 months from the grant date (December 14, 2010). ( 2 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on September 25, 2001 for 1,500 shares at $26.6466. In exchange, Mr. Heleen received the option reported herein. ( 3 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 28, 2003 for 6,000 shares at $35.20. In exchange, Mr. Heleen received the options reported herein. ( 4 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 29, 2004 for 6,500 shares at $37.87. In exchange, Mr. Heleen received the options reported herein. ( 5 )These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $60.90, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 27, 2013), but no sooner than one year from the grant date. ( 6 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 27, 2005 for 6,000 shares at $50.75. In exchange, Mr. Heleen received the options reported herein. ( 7 )One half of these options vest on the one year anniversary of the grant date (June 14, 2011) and one half of these options vest on the second anniversary of the grant date (June 14, 2012). ( 8 )These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $61.92, for five trading days, they also become exercisable on the eighth anniversary of the grant (July 28, 2013), but no sooner than one year from the grant date. ( 9 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on July 28, 2005 for 5,000 shares at $51.60. In exchange, Mr. Heleen received the option reported herein. ( 10 )These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $66.98, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 26, 2014), but no sooner than one year from the grant date. ( 11 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 26, 2006 for 6,500 shares at $55.82. In exchange, Mr. Heleen received the option reported herein. ( 12 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 25, 2007 for 6,500 shares at $45.41. In exchange, Mr. Heleen received the option reported herein. ( 13 )Fifty percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $25.80, for five trading days, but no sooner than January 31, 2009; 50 percent of these options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $30.10, for five trading days, but no sooner than January 31, 2010; they also become exercisable on the eight anniversary of the grant (January31, 2016). ( 14 )On June 14, 2010, the issuer cancelled, pursuant to the issuer's option exchange program, an option granted to Mr. Heleen on January 31, 2008 for 100,000 shares at $21.50. In exchange, Mr. Heleen received the option reported herein.

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