In a bitter proxy fight, two rival camps of Sallie Mae directors are duking it out on Wall Street.

Since 1995, the Student Loan Marketing Association has been gripped by a power struggle between current management and a dissident group called the Committee to Restore Value.

Each asserts it has a better plan for the company's future. The showdown is set for July 31, when shareholders will select the directors they think can best run the company.

To bolster its claim, management is calling attention to the past banking and thrift industry roles of Albert L. Lord, CRV leader and former chief operating officer of Sallie Mae, and proposed board members Barry A. Munitz and Charles L. Daley.

Mr. Lord was once corporate treasurer and Mr. Daley a senior vice president of First Pennsylvania Corp., a defunct Philadelphia banking company that received a $1.5 billion federal bailout after suffering huge losses.

Mr. Munitz, according to a 1996 Los Angeles Times article, has been under investigation for possible "false statements to investigators" who are still examining the $1.6 billion failure of United Savings Association of Texas, in Houston.

Mr. Munitz was vice chairman of United Savings' parent company, Maxxam Corp., led by corporate raider Charles Hurwitz, at the time of the failure.

"It's not mudslinging, it's an issue of track records," said a Sallie Mae spokesman. "You've got to call the past history of your board and management" into question when they're competing to run a $5 billion company, he said.

"Experience is an important consideration in making a decision on how to vote on leadership," said Sallie Mae spokeswoman Gisela Vallandigham.

Management contends that Mr. Lord, who would be chief executive officer if the CRV wins, and Mr. Daley are not qualified to run Sallie Mae. And Mr. Munitz, now chancellor of the California State University System and soon to become chairman of the J. Paul Getty Foundation, has a taint on his record from his dealings with Maxxam, it asserts.

"That's three nominees involved in $3.1 billion of taxpayer bailouts," said the spokesman.

But Mr. Lord has seven years of experience at Sallie Mae. "Sallie Mae recruited me from First Pennsylvania. They made me CFO and then promoted me to chief operating officer," he said, responding to what he labeled a "whisper campaign."

Defending Mr. Munitz, he said, "Anybody who ever was involved in the finance business in the 1980s is subject to being tarred."

Mr. Lord departed Sallie Mae in 1990, after being passed over for chief executive officer in favor of Lawrence A. Hough. But he returned to the board in 1995 when the stock, of which he owns 40,000 shares, was at $35. On Wednesday the shares closed up $2.66 at $141.25.

Mr. Hough was forced to step down in June in an effort to appease angry shareholders and compromise with the dissidents. The stock rallied on the news as Wall Street assumed an end to the fighting was near.

Mr. Hough said he would remain with the company until a new chief executive was named.

Wall Street analysts shrugged off the information about Mr. Lord and his fellow CRV candidates, which is public knowledge. "That's really ancient history," said one analyst who preferred to remain anonymous.

"The company is trying to play hardball, because they're scared to death they're going to lose," said Steven Eisman, bank analyst, Oppenheimer & Co. "The CRV has a better business plan and a better management team. The way I count heads, the CRV's ahead."

Thomas O'Donnell of Smith Barney said that in the current campaign for leadership, "the CRV has gained ground. Many shareholders are uncomfortable voting for a slate featuring a temporary CEO."

Mr. Lord said management has "attempted to personalize the issue from the get-go. But those people are not relevant come next Thursday."

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