On the effective date of March 15, 2012, Fitch Ratings upgrades the long- and short- term rating assigned to the $200,000,000 ($170,000,000 currently outstanding) Vermont Student Assistance Corporation Education Loan Tax-Exempt Variable Rate Demand Revenue Bonds Senior Series 2008C-1 and 2008C-2 to 'A+sf/F1+sf' from 'Asf/F1sf'; Outlook Stable

The rating action is in connection with the substitution of the irrevocable direct-pay letter of credit (LOC) previously provided by Lloyds (rated 'A/F1'; Stable Outlook by Fitch) with a substitute LOC to be issued by State Street Bank and Trust Company (State Street, rated 'A+/F1+'; Stable Outlook ).

Pursuant to the substitute State Street LOC, the bank is obligated to make payments of principal of and interest on the bonds upon maturity, acceleration and redemption, as well as purchase price for tendered bonds. The rating will expire upon the earliest of: (a) March 15, 2014, the stated expiration date of the State Street LOC; (b) conversion to any interest rates other than a covered rate; (c) any prior termination of the State Street LOC; and (d) defeasance of the bonds. The State Street LOC provides full and sufficient coverage of principal plus an amount equal to 202 days of interest at a maximum rate of 12 % based on a year of 365 days and purchase price for tendered bonds, while in the weekly rate mode.

Additional information is available at 'www.fitchratings.com'. The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Rating Guidelines for Letter of Credit-Supported Bonds (July 26, 2011).

Applicable Criteria and Related Research:

Rating Guidelines for Letter of Credit-Supported Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=647311

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