Exhibit 4.1


 


SLM CORPORATION


 


OFFICERS’ CERTIFICATE


 


This certificate is furnished to The Bank of New York, as successor to
J.P. Morgan Chase Bank, National Association, as trustee (the “Trustee”),
for the securities designated as Medium Term Notes, Series A (the “Series A
Notes”) of SLM Corporation, a Delaware corporation (the “Company”),
pursuant to Sections 2.02(a) and (c) of the Indenture, dated as of October 1,
2000 (the “Base Indenture”), between the Company and The Bank of New
York, as subsequently amended and supplemented (the Base Indenture, as amended
and supplemented, is referred to herein as the “Indenture”).


 


By resolution dated May 10, 2001, the Board of Directors of the
Company authorized the Company to develop a medium term note program or programs
and to issue and sell medium term notes and authorized certain officers or any
one of their designees to take or cause to be taken actions under such
resolution.  By officers’ certificate
dated May 5, 2006, the Company established, pursuant to Section 2.02
of the Indenture, the Series A Notes.


 


The undersigned, John F. Remondi, Vice Chairman and Chief Financial
Officer of the Company, and Mary F. Eure, Senior Vice President and Corporate
Secretary of the Company, hereby make this certificate in order to set forth
the terms of the Notes set forth in the pricing supplement or pricing
supplements, and to be issued on June 18, 2008 (the “Notes”).


 


A.            The
resolution of the Board of Directors of the Company authorizing the issuance
from time to time of the Company’s Series A Notes is attached as Exhibit A
to this certificate.


 


B.            The
terms of the Notes, including the principal amount, maturity date, method for
calculating and paying interest and applicable covenants, are as set forth in Exhibit B
to this certificate.


 


C.            The
Notes shall be evidenced by the Medium Term Note, Series A, Master Note
previously delivered to the Trustee, a copy of which is attached as Exhibit C
to this certificate.


 


D.            Each
of the undersigned (i) has read Section 2.02 and other relevant
provisions of the Indenture, (ii) has examined documents and made
inquiries of officers of the Company or its affiliates in order to ascertain
compliance with Section 2.02 of the Indenture, (iii) is of the
opinion that the signing officer has made such examination and investigation as
the signing officer deems necessary to enable such officer to express an
informed opinion as to whether the conditions of Section 2.02 of the
Indenture have been complied with, and (iv) is of the opinion that the
requirements of Section 2.02 of the Indenture have been complied with.


 


IN WITNESS
WHEREOF, we have executed this certificate as of June 18, 2008.


 


 




	
  /s/ John F. Remondi

  	
   

  	
  /s/ Mary F. Eure

  
	
  John F. Remondi

  	
   

  	
  Mary F. Eure

  
	
  Vice Chairman and Chief Financial Officer

  	
   

  	
  Senior Vice President and Corporate Secretary

  
	
  SLM Corporation

  	
   

  	
  SLM Corporation

  






 

















 


Exhibit A


 


USA Education, Inc.


Meeting of the Board of Directors


May 10, 2001


 


5/01-2/1-2


 


RESOLUTIONS


 


(Pertaining to the Creation and Authorization of a Medium
Term Note

Program or Programs)


 


WHEREAS, the Board of
Directors has determined that it is in the best interest of the Corporation to
develop alternative financing sources for origination and purchases of
education-related and other loans by its subsidiaries (other than the Student
Loan Marketing Association), repurchases of stock and other permitted general
corporate purposes;


 


NOW, THEREFORE, BE IT
RESOLVED, that the Corporation is hereby directed to explore and develop a
medium term note program or programs;


 


FURTHER RESOLVED, that the
Corporation and its subsidiaries (other than the Student Loan Marketing
Association) shall be authorized in connection with such medium term note
program or programs: (1) to issue and sell medium term notes, including
but not limited any debt (which may or may not be designated as a medium term
note) issued under a registration statement or debt exempt from registration
requirements, (2) to establish and borrow under credit, letter of credit
or other liquidity facilities or other credit enhancement, (3) to use the
proceeds of such medium term note issuances to repurchase the Corporation’s
common shares, originate and purchase education-related and other loans, notes
or other assets through subsidiaries (other than the Student Loan Marketing
Association), to make loans or advances to the Corporation’s subsidiaries, or
for other permitted general corporate purposes, (4) to sell, transfer,
pledge or otherwise encumber any and all of such student loans, notes or other
assets, (5) to execute and deliver all instruments and agreements that may
be necessary, appropriate or desirable (including, without limitation, global
securities definitive form certificates representing the medium term notes,
other forms of notes or evidences of debt, distribution agreements, terms
agreements, indentures, credit enhancement or liquidity facility agreements and
any other agreements with administrative or distribution agents, ratings
agencies, placement agents, underwriters, trustees or other agents), (6) to
file one or more registration statements on Form S-3 and any pre- or post-
effective amendment thereto with the Securities and Exchange Commission with
regard to the securities described herein, and (7) to take all other
actions and to do all other things necessary, appropriate or desirable in
connection with and to accomplish the foregoing;


 


FURTHER RESOLVED, that in
furtherance of the development and establishment of such a program or programs,
the Chief Executive Officer, any Executive Vice President, the Chief Financial
Officer or any one of their respective designees (collectively, the “Authorized
Officers”) are authorized to take or cause to be taken any and all such actions
as such officer or officers may deem necessary or desirable to carry out the purpose
and intent of the forgoing resolutions, and any and all actions heretofore
taken by any one or more of such Authorized Officers in connection with the
transactions contemplated herein are hereby ratified, approved and confirmed.


 
















 X


Exhibit B


 


	
  Pricing
  Supplement No. 1 dated June 11, 2008

  	
   

  	
  Filed under Rule 424(b)(3)

  
	
  (to
  Prospectus dated December 21, 2005

  	
   

  	
  File No. 333-130584

  
	
  and
  Prospectus Supplement dated June 11, 2008)

  	
   

  	
   

  



 


SLM Corporation


Medium Term Notes, Series A


Due 9 Months or Longer From the Date of Issue


 


	
  Principal
  Amount:

  	
  $2,500,000,000

  	
   

  	
  Floating
  Rate Notes:

  	
  o

  	
   

  	
  Fixed
  Rate Notes:

  	
  x

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Original
  Issue Date:

  	
  June 18, 2008

  	
   

  	
  Closing
  Date:

  	
  June
  18, 2008

  	
   

  	
  CUSIP
  Number:

  	
  78442F EH 7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maturity
  Date:

  	
  June 15, 2018

  	
   

  	
  Option
  to Extend Maturity:

   

  If
  Yes, Final Maturity Date:

  	
  x       No

  o       Yes

  	
   

  	
  Specified
  Currency: 

  	
  U.S. Dollars

  	
   

  
										



 


	
  Redeemable
  in whole or in part at the option of the Company:

  	
   

  	
  o    No

  x   Yes

  	
  Redemption
  Price:

  	
   

  	
  See
  “Additional Terms of the Notes – Optional Redemption.” 

  	
   

  
	
   

  	
   

  	
   

  	
  Redemption
  Dates:

  	
   

  	
  At
  any time as described in “Additional Terms of the Notes – Optional
  Redemption.” 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repayment
  at the option of the Holder: 

  	
   

  	
  x   No

  	
  Repayment
  Price:

  	
   

  	
  Not
  Applicable.

  	
   

  
	
   

  	
   

  	
  o    Yes

  	
  Repayment
  Dates:

  	
   

  	
  Not
  Applicable.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repurchase
  Upon a Change of Control 

  	
   

  	
  o    No

  	
   

  	
   

  	
   

  	
   

  
	
  Triggering
  Event: 

  	
   

  	
  x   Yes

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable
  to Fixed Rate Notes Only:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest
  Rate:        8.450%.

  	
   

  	
   

  	
  Interest
  Payment Dates:

  	
   

  	
  Each
  June 15th and December 15th during the term of
  the Notes, unless earlier redeemed, beginning December 15, 2008, subject
  to adjustment in accordance with the following business day convention.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest
  Accrual Method:   30/360.

  	
   

  	
   

  	
  Interest
  Periods:

  	
   

  	
  From
  and including the Closing Date or each June 15th and
  December 15th thereafter, as the case may be, to and
  including the next succeeding June 14th and
  December 14th, as the
  case may be, unless earlier redeemed, with no adjustment to period end dates
  for accrual purposes.

  	
   

  



 


	
   

  	
  Joint Book-running Managers

  	
   

  
	
   

  	
   

  	
   

  
	
  Banc
  of America Securities LLC

  	
  Merrill
  Lynch & Co.

  	
  Deutsche
  Bank Securities

  
	
   

  	
   

  	
   

  
	
   

  	
  Co-Managers

  	
   

  
	
   

  	
   

  	
   

  
	
  Barclays
  Capital

  	
  JPMorgan

  	
  RBS
  Greenwich Capital

  
	
  Credit
  Suisse 

  	
  RBC
  Capital Markets

  	
  UBS
  Investment Bank

  



 






June 11,
2008


 


CALCULATION OF REGISTRATION FEE


 


	
  Title of Each Class of Securities

  Offered

  	
   

  	
  Maximum Aggregate

  Offering Price

  	
   

  	
  Amount of

  Registration Fee

  	
   

  
	
  8.450% Medium Term Notes,

  Series A, due June 15, 2018

  	
   

  	
  $2,500,000,000

  	
   

  	
  $98,250.00

  	
   

  



 

















 


	
  Business
  Day Convention:

  	
  Following
  Business Day.

  
	
   

  	
   

  
	
  Form:

  	
  Book-entry.

  
	
   

  	
   

  
	
  Denominations:

  	
  $2,000
  minimum and integral multiples of $1,000 in excess thereof.

  
	
   

  	
   

  
	
  Trustee:

  	
  The
  Bank of New York, as successor trustee by virtue of a transfer of all or
  substantially all of the corporate trust business assets of JPMorgan Chase
  Bank, National Association, formerly known as JPMorgan Chase Bank and The
  Chase Manhattan Bank.

  
	
   

  	
   

  
	
  Agents:

  	
  The
  following agents are acting as underwriters in connection with this issuance.

  
	
   

  	
   

  
	
   

  	
  Agents

  	
   

  	
  Principal Amount of Notes

  	
   

  
	
   

  	
  Banc of America Securities LLC

  	
   

  	
  $

  	
  750,000,000.00

  	
   

  
	
   

  	
  Merrill Lynch, Pierce, Fenner &
  Smith Incorporated

  	
   

  	
  750,000,000.00

  	
   

  
	
   

  	
  Deutsche Bank
  Securities Inc.

  	
   

  	
  500,000,000.00

  	
   

  
	
   

  	
  Barclays Capital Inc.

  	
   

  	
  83,334,000.00

  	
   

  
	
   

  	
  Credit Suisse Securities (USA) LLC

  	
   

  	
  83,334,000.00

  	
   

  
	
   

  	
  Greenwich Capital Markets, Inc.

  	
   

  	
  83,333,000.00

  	
   

  
	
   

  	
  J.P. Morgan Securities Inc.

  	
   

  	
  83,333,000.00

  	
   

  
	
   

  	
  RBC Capital Markets Corporation

  	
   

  	
  83,333,000.00

  	
   

  
	
   

  	
  UBS Securities LLC

  	
   

  	
  83,333,000.00

  	
   

  
	
   

  	
  Total

  	
   

  	
  $

  	
  2,500,000,000.00

  	
   

  



 


	
  Issue
  Price:

  	
  98.03%.

  
	
   

  	
   

  
	
  Agents’
  Commission:

  	
  0.55%
  (55 bps).

  
	
   

  	
   

  
	
  Net
  Proceeds:

  	
  $2,437,000,000.

  
	
   

  	
   

  
	
  Concession:

  	
  0.35%
  (35 bps).

  
	
   

  	
   

  
	
  Reallowance:

  	
  0.25%
  (25 bps).

  
	
   

  	
   

  
	
  CUSIP
  Number:

  	
  78442F
  EH 7.

  
	
   

  	
   

  
	
  ISIN
  Number:

  	
  US78442FEH73.

  



 


An affiliate of one of the underwriters has entered into
a swap transaction in connection with the Notes and may receive compensation
for that transaction.


 






 


Obligations of SLM Corporation
and any subsidiary of SLM Corporation are not guaranteed by the full faith and
credit of the United States of America. 
Neither SLM Corporation


nor any subsidiary of SLM
Corporation is a government-sponsored enterprise


or an instrumentality of the
United States of America.


 


ADDITIONAL TERMS OF THE NOTES


 


Optional
Redemption


 


The
Notes will be redeemable as a whole or in part, at the option of the Company at
any time, at a redemption price equal to the greater of (i) 100% of the
principal amount of such Notes and (ii) the sum of the present values of
the remaining scheduled payments of principal and interest thereon (exclusive
of interest accrued to the date of redemption) discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 50 basis points, plus in each case accrued
interest thereon to the date of redemption.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal
to the semiannual equivalent yield to maturity or interpolated (on a day count
basis) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.


 


6

















 


“Comparable
Treasury Issue” means the United States Treasury security or securities
selected by an Independent Investment 
Banker as having an actual or interpolated maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance  with
customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such Notes.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business
day preceding such redemption date.


 


“Reference
Treasury Dealer” means each of Banc of America Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities
Inc. plus two others or their affiliates which are primary U.S. Government
securities dealers, and their respective successors; provided, however, that if
any of the foregoing or their affiliates shall cease to be a primary U.S.
Government securities dealer in The City of New York (a “Primary Treasury
Dealer”), the Company shall substitute herefore another Primary Treasury
Dealer.


 


Notice
of any redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each holder of Notes to be redeemed.


 


Unless
the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portions thereof
called for redemption.


 


7

















 


Terms
used but not defined herein shall have the meanings assigned to them in the
Indenture.


 


Repurchase Upon a Change of Control Triggering Event.


 


If a Change of Control Triggering Event occurs, unless
the Company has exercised its right, if any, to redeem the Notes in full, the
Company will make an offer to each Holder (the “Change of Control Offer”)
to repurchase any and all of such Holder’s Notes (equal to $2,000 or an
integral multiple of $1,000 above that amount) at a repurchase price in cash
equal to 101% of the aggregate principal amount of the Notes repurchased plus
accrued and unpaid interest, if any, thereon, to the date of repurchase (the “Change
of Control Payment”). Within 30 days following any Change of Control
Triggering Event, the Company will be required to mail a notice to Holders of
Notes, with a copy to the Trustee, describing the transaction or transactions
that constitute the Change of Control Triggering Event and offering to
repurchase the Notes on the date specified in the notice, which date will be no
less than 30 days and no more than 60 days from the date such notice is mailed
(the “Change of Control Payment Date”), pursuant to the procedures
described in such notice.


 


The Company will comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control repurchase provisions of the
Notes, the Company will be required to comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations
under the Change of Control repurchase provisions of the Notes by virtue of
such conflicts.


 


The Company will not be required to offer to repurchase
the Notes upon the occurrence of a Change of Control Triggering Event if a
third party makes such an offer in the manner, at the times and otherwise in compliance
with the requirements for an offer made by the Company and the third party
repurchases on the applicable date all Notes properly tendered and not
withdrawn under its offer; provided that
for all purposes of the Notes and the Indenture, a failure by such third party
to comply with the requirements of such offer and to complete such offer shall
be treated as a failure by the Company to comply with its obligations to offer
to purchase the Notes unless the Company promptly makes an offer to repurchase the
Notes at 101% of the principal amount thereof plus accrued and unpaid interest,
if any, thereon, to the date of repurchase, which shall be no later than 30
days after the third party’s scheduled Change of Control Payment Date.


 


On the Change of Control Payment Date, the Company will
be required, to the extent lawful, to:


 


·                  accept or cause a third
party to accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;


 


·                  deposit
or cause a third party to deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and


 


·                  deliver
or cause to be delivered to the Trustee the Notes properly accepted, together
with an Officer’s Certificate stating the principal amount of Notes or portions
of Notes being purchased.


 


“Below Investment Grade Rating Event” means the
Notes are rated below an Investment
Grade Rating by at least two of the three Rating Agencies on any date from the
announcement of the occurrence of a Change of Control (or pending Change of
Control) until the end of the 60-day period following public notice of the
occurrence of the Change of Control; provided, however,
that if (i) during such 60-day period one or more Rating Agencies has
publicly announced that it is considering the possible downgrade of the Notes,
and (ii) a downgrade by each of the Rating Agencies that has made such an
announcement would result in a Below Investment Grade Rating Event, then such
60-day period shall be extended for such time as the rating of the Notes by any
such Rating Agency remains under publicly announced consideration for possible
downgrade to a rating below an Investment Grade Rating and a downgrade by such
Rating Agency to a rating below an Investment Grade Rating could cause a Below
Investment Grade Rating Event.


 


“Change
of Control” means the occurrence of any of the following: (1) direct
or indirect sale, transfer, conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of related transactions, of all
or substantially all of the properties or assets of the Company and its
subsidiaries taken as a whole to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) other than to the Company or
one of its subsidiaries; (2) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) other than the Company or one
of its subsidiaries becomes the beneficial owner, directly or indirectly, of
more than 50% of the then-outstanding number of shares of the Company’s voting
stock; (3) the Company consolidates with, or merges with or into, any
“person” (as that term is used in Section 13(d)(3) of the Exchange
Act), or any “person” (as that term is used in Section 13(d)(3) of the 


 


8

















 


Exchange
Act) consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding voting stock of the
Company or such other “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) is converted into or exchanged
for cash, securities or other property, other than any such transaction where
the shares of the voting stock of the Company outstanding immediately prior to
such transaction constitute, or are converted into or exchanged for, a majority
of the voting stock of the surviving “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) immediately after giving effect
to such transaction; (4) the first day on which a majority of the members
of the Board of Directors are not Continuing Directors; or (5) the
adoption of a plan relating to the liquidation or dissolution of the Company; provided, however, that a transaction will not be deemed to
involve a Change of Control if (A) the Company becomes a wholly owned
subsidiary of a holding company and (B) the holders of the voting stock of
such holding company immediately following that transaction are substantially
the same as the holders of the Company’s voting stock immediately prior to that
transaction.  For purposes of this
definition, “voting stock” means capital stock of any class or kind the holders
of which are ordinarily, in the absence of contingencies, entitled to vote for
the election of directors (or persons performing similar functions) of the
Company, even if the right to vote has been suspended by the happening of such
a contingency.


 


“Change
of Control Triggering Event” means the occurrence of both a Change of
Control and a Below Investment Grade Rating Event.


 


“Continuing
Directors” means, as of any date of determination, any member of the Board
of Directors who (1) was a member of the Board of Directors on the date of
the issuance of the Notes; or (2) was nominated for election or elected to
the Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election (either by specific vote or by approval of the Company’s
proxy statement in which such member was named as a nominee for election as a
director).


 


“Fitch”
means Fitch Ratings Inc.


 


“Investment
Grade Rating” means a rating by Moody’s equal to or higher than Baa3 (or
the equivalent under a successor rating category of Moody’s), a rating by
S&P equal to or higher than BBB- (or the equivalent under any successor
rating category of S&P), a rating by Fitch equal to or higher than BBB- (or
the equivalent under any successor rating category of Fitch), and the
equivalent investment grade credit rating from any replacement rating agency or
rating agencies selected by us under the circumstances permitting us to select
a replacement agency and in the manner for selecting a replacement agency, in
each case as set forth in the definition of “Rating Agencies”.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Rating
Agencies” means (1) Moody’s, S&P and Fitch; and (2) if any or
all of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a
rating of the Notes publicly available for reasons outside of our control, a
“nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1©(2)(vi)(F) under the Exchange Act, that we select
(pursuant to a resolution of the Board of Directors) as a replacement agency
for any of Moody’s, S&P or Fitch, or all of them, as the case may be.


 


“S&P”
means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc.


 


9

















 


Exhibit C


 


EXCEPT AS OTHERWISE PROVIDED
IN SECTION 2.15 OF THE INDENTURE, THIS MASTER NOTE MAY BE TRANSFERRED
IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO A
SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


USA EDUCATION, INC.

MEDIUM TERM NOTE, SERIES A


 


MASTER NOTE


 


October 31,
2001


(Date of Issuance)


 


USA EDUCATION, INC., a
corporation organized and existing under the laws of the State of Delaware (the
“Company”), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns: (i) on each principal payment date, including each
amortization date, redemption date, repayment date, maturity date and extended
maturity date, as applicable, of each obligation identified on the records of
the Issuer (which records are maintained by The Chase Manhattan Bank, in its
capacity as paying agent (the “Paying Agent”)), the principal amount then due and
payable for each such obligation, and (ii) on each interest payment date,
if any, the interest then due and payable, on the principal amount for each
such obligation. Payment shall be made by wire transfer of United States
dollars to the registered owner, or in immediately available funds or the
equivalent to a party authorized by the registered owner and in the currency
other than United States dollars as provided for in each such obligation, by
the Paying Agent without the necessity and surrender of this Master Note (the
“Master Note”).


 


REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF AND)
TO THE TERMS OF THE PROSPECTUS SUPPLEMENT AND PRICING SUPPLEMENT(S), WHICH ARE
INCORPORATED HEREIN BY REFERENCE.


 


This Master Note shall be
governed by and construed in accordance with the laws of the State of New York.
This Master Note is a valid and binding obligation of the Issuer.


 

















 


Unless the certificate of
authentication hereon has been executed by The Chase Manhattan Bank, the
Trustee under the Indenture, or its successor thereunder by the manual
signature of one of its authorized signatories, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed.


 


Dated: October 31, 2001


 


 


	
   

  	
   

  	
  USA EDUCATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Remondi

  
	
   

  	
  Name:

  	
  John F. Remondi

  
	
   

  	
  Title:

  	
  Vice Chairman and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary F. Eure

  
	
   

  	
  Name:

  	
  Mary F. Eure

  
	
   

  	
  Title:

  	
  Corporate Secretary

  



 


2

















 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the Notes
referred to in the within-mentioned Indenture.


 


 


	
   

  	
   

  	
  THE CHASE MANHATTAN BANK,
  as Trustee  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M. Kantor

  
	
   

  	
   

  	
  Craig M. Kantor

  
	
   

  	
   

  	
  Vice President

  
				



 


3

















 


[Reverse
of Note]


 


USA
EDUCATION, INC.


 


MEDIUM
TERM NOTES, SERIES A


 


MASTER
NOTE


 


This Master Note is one of a
duly authorized issue of notes (the “Notes”) of the Company issued under the
Indenture, dated as of October 1, 2000 (the “Base Indenture”), as amended
prior to the date hereof (collectively, the “Indenture”), between the Company
and The Chase Manhattan Bank, as trustee (the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes (the “Holders”), and the terms upon which
the Securities are, and are to be, authenticated and delivered. Capitalized
terms used and not otherwise defined in this Master Note have the meanings
ascribed to them in the indenture.


 


The Trustee shall calculate
the interest payable hereon in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent (if other than
the Trustee) immediately after each determination. All determinations made by
the Trustee shall be, in the absence of manifest error, conclusive for all
purposes and binding on the Company and Holders.


 


If an Event of Default with
respect to the Notes shall occur and be continuing, the Trustee, by notice to
the Company, or the Holders of at least 25% in principal amount of all of the
outstanding Notes, by notice to the Company and the Trustee, may declare the
principal of all the Notes due and payable in the manner and with the effect
provided in the Indenture.


 


The indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders at any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Notes at the time
outstanding. The indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes at the time
outstanding, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Master Note shall be conclusive and binding upon such Holder and
upon future Holders of this Master Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Master
Note.


 


Holders may not enforce
their rights pursuant to the Indenture or the Notes except as provided in the
Indenture. No reference herein to the Indenture and no provision of this Master
Note or the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Master Note at the time, place, and rate, and in the coin or currency,
herein prescribed.


 


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