LIMITED POWER OF
ATTORNEY FOR
SECTION 16
REPORTING OBLIGATIONS
The undersigned hereby makes, constitutes,
and appoints each of Mary
Eure, Mark Heleen
and Matthew Wallace 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, 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, with full power of substitution, 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. The undersigned acknowledges
that the foregoing
attorneys-in-fact,
in serving in such capacity at the request of the
undersigned, are
not assuming, nor is the Corporation assuming, any of the
undersigned's
responsibilities to comply with Section 16 of the Securities
Exchange Act of
1934.
The Limited Power
of Attorney shall remain in full force and effect until the
undersigned is no
longer required to file Forms 3, 4, and 5 with respect to
the undersigned's
holdings of and transactions in the Corporation's
securities,
unless earlier revoked by the undersigned in a signed 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 2nd day of April, 2009.
Signature
_____/s/_Joseph A.
DePaulo_____