exv4w2



 


EXHIBIT 4.2



EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE, AS AMENDED OR
SUPPLEMENTED, 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 COMPANY 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.


MEDIUM-TERM NOTE MASTER NOTE



SLM CORPORATION


MEDIUM TERM NOTE, SERIES B

also known as EdNotes SM


      January 23, 2003      
  
(Date of Issuance)


     SLM CORPORATION (EdNotes), 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 its 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 Company (which records are
maintained by Deutsche Bank Trust Company Americas, 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 of presentation and surrender of this 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 Company.





 






 



     Unless the certificate of authentication hereon has been executed by
Deutsche Bank Trust Company Americas, the EdNotes Trustee under the Indenture,
or its successor thereunder by the manual signature of one of its authorized
signatories, this Master 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: January 23, 2003



	 
	SLM CORPORATION
	 
	 
	By: /s/ JOHN F. REMONDI                                                  

Name: John F. Remondi                                                        

Title: Executive Vice President & Chief Financial Officer
	 
	 
	By: /s/ MARY F. EURE                                                          

Name: Mary F. Eure                                                            

Title: Vice President & Corporate Secretary                       
	 
	 




CERTIFICATE OF AUTHENTICATION


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



	 
	DEUTSCHE BANK TRUST COMPANY

AMERICAS, as EdNotes Trustee
	 
	 
	By:            /s/ HOWARD TOPF                          
	                  Authorized Signature
	 
	          Howard Topf, Managing Director          
              
(Printed Name and Title)




 






 




[Reverse of Note]


SLM CORPORATION


MEDIUM TERM NOTE, SERIES B

also known as EdNotes SM


MASTER NOTE


     This Master Note is one of a duly authorized series of notes of the
Company issued and to be issued under the Indenture, dated as of October 1,
2000 (the “Base Indenture”), between the Company and JPMorgan Chase Bank,
formerly known as the Chase Manhattan Bank, as trustee, and the Fourth
Supplemental Indenture, dated as of January 16, 2003 (the “Supplemental
Indenture”), between the Company and Deutsche Bank Trust Company Americas, as
trustee (the “EdNotes Trustee”), for the Medium Term Notes, Series B, also
known as “EdNotes” (the “Notes”) (the Base Indenture and the Supplemental
Indenture, as each are amended or supplemented from time to time, collectively,
the “Indenture”). Reference is made to the Indenture for a statement of the
respective rights and limitations of rights thereunder of the Company, the
EdNotes Trustee and the Holders of the Notes, and the terms upon which the
Notes 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 term “Company”, as used in this Master Note,
includes any successor to the Company under the Indenture.


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


     If an Event of Default with respect to the Notes occurs and is continuing,
the EdNotes 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 EdNotes 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 provided in the
Indenture, the amendment of the Indenture and the modification of the rights
and obligations of the Company and the rights of the Holders of the Notes at
any time by the Company and the EdNotes 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 of, exchange for or substitution of this Master Note, whether
or not notation of such consent or waiver is made upon this Master Note.



     Holders of the Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference in
this Master Note 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.



 






 


of transfer of, exchange for or substitution of this Master Note, whether
or not notation of such consent or waiver is made upon this Master Note.


     Holders of the Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference in
this Master Note 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.