SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Lavet Robert S

(Last) (First) (Middle)
12061 BLUEMONT WAY

(Street)
RESTON VA 20190

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2006
3. Issuer Name and Ticker or Trading Symbol
SLM CORP [ SLM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
5. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2006
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 89,906(1) D
Common Stock 352.43 I By 401(k)
Phantom Stock Units 12,895.2(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (3) (3) Common Stock 397.29 (4) D
Stock Option (Right to Buy) (5) 05/10/2011 Common Stock 4,596 21.75 D
Stock Option (Right to Buy) 11/01/2006 05/10/2011 Common Stock 28,757 53.25 D
Stock Option (Right to Buy) (6) 01/24/2012 Common Stock 180,000 28.6666 D
Stock Option (Right to Buy) (7) 01/28/2013 Common Stock 45,000 35.2 D
Stock Option (Right to Buy) 08/21/2004 01/15/2011 Common Stock 7,334 40.74 D
Stock Option (Right to Buy) 10/28/2005 01/15/2011 Common Stock 19,299 44.92 D
Stock Option (Right to Buy) (8) 01/29/2014 Common Stock 20,000 37.87 D
Stock Option (Right to Buy) (9) 01/27/2015 Common Stock 20,000 50.75 D
Stock Option (Right to Buy) (10) 01/26/2016 Common Stock 15,000 55.82 D
Explanation of Responses:
1. This amendment is being filed solely for the purpose of including the Power of Attorney attached as exhibit 99.
2. Includes units acquired under Officer Deferred Compensation Plan. Units are settled in the Company's common stock. Balance includes shares acquired through dividend reinvestment.
3. Phantom Stock Units accrued under the supplemental 401K Plan are to be settled in cash and/or the Company's common stock upon the reporting person's retirement from the company.
4. Conversion or Exercise Price of Derivative Security is 1 to 1.
5. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $26.09, for five trading days, they also become exercisable on the fifth anniversary of the grant (May 10, 2006), but no sooner than one year from the grant date.
6. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $34.40 for five trading days, they also become exercisable on the eighth anniversary of the grant (January 24, 2010), but no sooner than one year from the grant date.
7. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $42.24, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 28, 2011), but no sooner than one year from the grant date.
8. These options become exercisable upon the Company's common stock having a closing price on the New York Stock Exchange of $45.44, for five trading days, they also become exercisable on the eighth anniversary of the grant (January 29, 2012), but no sooner than one year from the grant date.
9. 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.
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.
By: Mary F. Eure (POA) 02/21/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
      The undersigned hereby makes, constitutes and appoints each of Mary
Eure, David Chianese and Carol Rakatansky each acting individually, as his
or her true and lawful attorney-in-fact, with full power and authority to:
   (1)       submit the Form ID along with signing the authentication,
             prepare, execute, acknowledge, deliver and file Forms 3, 4,
             and 5 (including any amendments thereto) with respect to the
             securities of SLM Corporation, (the "Corporation"), with the
             United States Securities and Exchange Commission,
             any national securities exchanges and the Corporation, as
             considered necessary or advisable under Section 16(a) of the
             Securities Exchange Act of 1934 and the rules and regulations
             promulgated thereunder, as amended from time to time
             (the "Exchange Act");
   (2)       seek or obtain information on transactions in the Corporation's
             securities from any third party, including brokers, employee
             benefit plan administrators and trustees, and the undersigned
             hereby authorizes any such person to release any such
             information to the attorney-in-fact and approves and ratifies
             any such release of information; and
   (3)       perform any and all other acts which in the discretion of such
             attorney-in-fact are necessary or desirable for and on behalf of
             the undersigned in connection with the foregoing.
   The undersigned hereby gives and grants each of the foregoing
   attorneys-in-fact full power and authority to do and perform all and every
   act and thing whatsoever requisite, necessary or appropriate to be done in
   and about the foregoing matters as fully to all intents and purposes as
   the undersigned might or could do if present, hereby ratifying all that
   each such attorney-in-fact of, for and on behalf of the undersigned, shall
   lawfully do or cause to be done by virtue of this Limited Power of
   Attorney. This Limited Power of Attorney shall remain in full force and
   effect until revoked by the undersigned in a signed writing delivered to
   each such attorney-in-fact of, for and on behalf of the undersigned, shall
   lawfully do or cause to be done by virtue of this Limited Power of
   Attorney.

   This Limited Power of Attorney shall remain in full force and effect until
   revoked by the undersigned in a writing delivered to each such
   attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 20th day of January, 2006.

                                        Signature

                                        _____/s/_Robert S. Lavet ________