Exhibit 4.3


 


SLM
CORPORATION


 


OFFICERS’ CERTIFICATE


 


This
certificate is furnished to JPMorgan Chase Bank, National Association, formerly
known as JPMorgan Chase Bank and The Chase Manhattan Bank, in its capacity as
trustee (the “Trustee”), pursuant to Section 2.02(c) of the
Indenture, dated as of October 1, 2000, as amended or supplemented (the “Indenture”),
between SLM Corporation, formerly known as USA Education, Inc. (the “Company”),
and the Trustee.


 


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 October 31, 2001, the Company established,
pursuant to Section 2.02 of the Indenture, the terms of securities
designated as Medium Term Notes, Series A (the “Medium Term Notes”),
of the Company with an aggregate initial public offering price of up to
$3,000,000,000. By officers’ certificate dated August 20, 2002 and
pursuant to Section 2.02 of the Indenture, the Company amended the terms
of the Medium Term Notes to increase the aggregate initial public offering
price of the Medium Term Notes by $102,000,000. By officers’ certificate dated September 13,
2002 and pursuant to Section 2.02 of the Indenture, the Company amended
the terms of the Medium Term Notes to increase the aggregate initial public
offering price of the Medium Term Notes by an amount not to exceed
$10,000,000,000, for an aggregate total of $13,000,000,000. By officers’
certificate dated August 6, 2003 and pursuant to Section 2.02 of the
Indenture, the Company amended the terms of the Medium Term Notes to increase the
aggregate initial public offering price of the Medium Term Notes by an amount
not to exceed $20,000,000,000, for an aggregate total of $33,000,000,000, plus
any increases from time to time under Rule 462(b) under the General Rules and
Regulations under the Securities Act of 1933, as amended.


 


The
undersigned, C.E. Andrews, Executive Vice President, Finance, Accounting and
Risk Management, and Mary F. Eure, Vice President and Corporate Secretary of
the Company, hereby make this certificate in order to set forth the terms of
$75,000,000 aggregate principal amount of the Company’s CPI-Linked Medium Term
Notes, due January 16, 2018 ($25 Par), to be issued on January 17,
2006 (the “Notes”).


 


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


 


B.            The terms of the Notes, including
the principal amount, maturity date, and method for calculating and paying
interest, are as set forth on the pricing supplement attached as 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 January 10, 2006.


 


 


	
  /s/ C. E. Andrews

  	
   

  	
  /s/ Mary F. Eure

  	
   

  
	
  C.
  E. Andrews

  	
  Mary
  F. Eure

  
	
  Executive
  Vice President

  	
  Vice
  President and Corporate Secretary

  
	
  Finance,
  Accounting and Risk Management

  	
  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 or 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.


 





















 


Exhibit B


 


	
  Pricing
  Supplement No. 8 dated January 12, 2006

  	
   

  	
  Filed under Rule 424(b)(5)

  
	
  (to Prospectus
  dated January 5, 2005

  	
   

  	
   File No. 333-107132

  
	
  and
  Prospectus Supplement dated June 9, 2005)

  	
   

  	
   

  



 


SLM Corporation


Medium Term
Notes, Series A


CPI-Linked Notes due January 16, 2018 ($25 Par)


 


	
  Principal Amount:

  	
  $75,000,000

  	
  Floating Rate Notes:   ý

  	
  Fixed Rate Notes:         o

  	
  Other:              o

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Original Issue Date:

  	
  January 17, 2006

  	
  Closing Date:          January 17,
  2006

  	
  CUSIP Number:  78442P 60 1

  
	
   

  	
   

  	
   

  	
   

  
	
  Maturity Date:

  	
  January 16, 2018

  	
  Option to Extend Maturity:     ý     No

  	
  Specified Currency:  U.S. Dollars

  
						



 


Interest
Rate Applicable to the Notes:


 


The Interest
Rate for the Interest Period beginning on the Closing Date will be 6.398%.  Beginning February 15, 2006, the Interest
Rate on the Notes will be adjusted monthly and will be linked to changes in the
Consumer Price Index.  The Interest Rate
for the Notes for each month thereafter will be a rate determined as of the
applicable Interest Determination Date pursuant to the following formula:


 


[(CPIt
– CPIt-12) / CPIt-12] + Spread


 


Where:


 


CPIt = Current Index Level of CPI (as defined below), as reported on
Bloomberg CPURNSA;


 


CPIt-12
= Index Level of CPI 12 months prior to CPIt;; and


 


Spread
=  2.05%.


 


In no case,
however, will the Interest Rate for the Notes be less than the Minimum Interest
Rate, which will be 0.00%.


 


We
will apply to list the Notes on the New York Stock Exchange.  For additional information, see “Listing
Information” on page 3 of this Pricing Supplement.


 


Investing
in the Notes involves a number of risks. 
Before you invest, you should read this entire Pricing Supplement and
the attached prospectus and prospectus supplement.  In particular, you should read the “Risk
Factors” beginning on page 6 of this Pricing Supplement and make certain
that the Notes are a suitable investment for you.


 


Obligations of SLM Corporation and its subsidiaries
are not guaranteed by the full faith and credit of the United States of
America. Neither SLM Corporation nor any of its subsidiaries is a government-sponsored
enterprise or an instrumentality of the United States of America.


 


	
  Merrill Lynch & Co.

  	
   

  	
  Morgan Stanley

  	
   

  	
  Wachovia Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Joint Book-Running Managers

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  January 12, 2006

  	
   

  	
   

  



 





















 


	
  Index Maturity:

  	
   

  	
  Not Applicable.

  
	
   

  	
   

  	
   

  
	
  Interest Payment Date(s):

  	
   

  	
  February 15, 2006, the 15th
  of each month thereafter occurring prior to January 2018 and during January
  2018, the Maturity Date.  If the 15th
  of a month or the Maturity Date is not a Business Day, we will pay the
  interest on the next Business Day.  No
  interest will accrue on that payment for the period from and after the
  original Interest Payment Date to the date we make the payment.

  
	
   

  	
   

  	
   

  
	
  Interest Period(s):

  	
   

  	
  Interest will accrue from
  the 15th of each month (or the Original Issue Date, in the case of
  the first Interest Period) to but excluding the 15th of the
  following month (or the Maturity Date, in the case of the last Interest
  Period).

  
	
   

  	
   

  	
   

  
	
  Interest Rate Reset
  Period:

  	
   

  	
  Monthly, beginning
  February 15, 2006.

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  2.05%.

  
	
   

  	
   

  	
   

  
	
  Minimum Interest Rate:

  	
   

  	
  0.00%.

  
	
   

  	
   

  	
   

  
	
  Maximum Interest Rate:

  	
   

  	
  Not Applicable.

  
	
   

  	
   

  	
   

  
	
  Reset Date(s):

  	
   

  	
  The 15th of each month
  during the term of the Notes, beginning February 15, 2006, with no
  adjustment, and provided that there will be no Reset Date in January 2018.

  
	
   

  	
   

  	
   

  
	
  Interest Determination
  Date(s):

  	
   

  	
  Each Reset Date.

  
	
   

  	
   

  	
   

  
	
  Redeemable at the option
  of the Company:

  	
   

  	
  ý

  	
  No

  	
  Redemption Price:

  	
  Not Applicable.

  
	
   

  	
   

  	
  o

  	
  Yes

  	
  Redemption Dates:

  	
  Not Applicable.

  
	
  Repayment at the option of
  the Holder:

  	
   

  	
  ý

  	
  No

  	
  Repayment Price:

  	
  Not Applicable.

  
	
   

  	
   

  	
  o

  	
  Yes

  	
  Repayment Dates:

  	
  Not Applicable.

  



 


	
  Day Count Convention:

  	
   

  	
  Actual/Actual.

  
	
   

  	
   

  	
   

  
	
  Form:

  	
   

  	
  DTC Book-entry.

  
	
   

  	
   

  	
   

  
	
  Denominations:

  	
   

  	
  $25 and integral multiples
  thereof.

  
	
   

  	
   

  	
   

  
	
  CUSIP Number:

  	
   

  	
  78442P 60 1.

  
	
   

  	
   

  	
   

  
	
  ISIN Number:

  	
   

  	
  US78442P6016.

  
	
   

  	
   

  	
   

  
	
  Issue Price:

  	
   

  	
  100.00%.

  
	
   

  	
   

  	
   

  
	
  Agents’ Discount:

  	
   

  	
  2.50%.

  
	
   

  	
   

  	
   

  
	
  Net Proceeds:

  	
   

  	
  $73,125,000.

  
	
   

  	
   

  	
   

  
	
  Concession:

  	
   

  	
  2.00%.

  
	
   

  	
   

  	
   

  
	
  Reallowance:

  	
   

  	
  N/A.

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  SLM Corporation.

  
	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
  JPMorgan Chase Bank,
  National Association, formerly known as JPMorgan Chase Bank and The Chase
  Manhattan Bank.

  



 


2





















 


	
  Underwriting:

  	
   

  	
  We have agreed to sell to
  the agents named below (for whom Wachovia Capital Markets, LLC is acting as
  representative), and each of the agents has severally agreed to purchase from
  us, the respective principal amount of the Notes set forth opposite its name
  below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Principal Amount

  	
   

  
	
   

  	
   

  	
  Agents

  	
   

  	
  of Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Merrill Lynch, Pierce,
  Fenner & Smith Incorporated

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
  Morgan Stanley &
  Co. Incorporated

  	
   

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
  Wachovia Capital Markets,
  LLC

  	
   

  	
  25,000,000

  	
   

  
	
   

  	
   

  	
  Total

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  
	
  Listing Information:

  	
   

  	
  Prior to this offering, there
  has been no public market for the Notes. We will apply to list the Notes on
  the New York Stock Exchange, which we refer to as the NYSE in this Pricing
  Supplement. While we expect the Notes to be approved for listing on the NYSE,
  subject to official notice of issuance, we cannot assure you that the
  application will be granted. If the listing is accepted, we expect trading of
  the Notes on that exchange to begin within 30 days of the Closing Date, which
  is January 17, 2006.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wachovia Capital Markets,
  LLC has advised us that they intend to make a market in the Notes prior to
  the commencement of trading on the NYSE. However, Wachovia Capital Markets,
  LLC will have no obligation to make a market in the Notes and may cease market
  making activities, if commenced, at any time.

  
	
   

  	
   

  	
   

  
	
  Trading Characteristics:

  	
   

  	
  The Notes are expected to
  trade at a price that takes into account the value, if any, of accrued but
  unpaid interest. Therefore, purchasers will not pay and sellers will not
  receive accrued and unpaid interest with respect to the Notes that is not
  included in the trading price thereof. Any portion of the trading price of a
  Note received that is attributable to accrued interest will be treated as
  ordinary interest income for federal income tax purposes and will not be
  treated as part of the amount realized for purposes of determining gain or loss
  on the disposition of that Note.

  
	
   

  	
   

  	
  The trading price of the
  Notes is likely to be sensitive to the level of interest rates generally. If
  interest rates rise in general, the trading price of the Notes may decline to
  reflect the additional yield requirements of the purchasers. Conversely, a
  decline in interest rates may increase the trading price of the Notes.

  



 


An affiliate
of one of the agents has entered into a swap transaction in connection with the
Notes.  We will receive compensation from
that transaction, including a fee payable by that affiliate to us, on or before
the Closing Date.


 


HOW IS THE INTEREST RATE CALCULATED FOR THE NOTES?


 


Beginning on February 15,
2006, the interest rate on the Notes will be adjusted monthly and will be
linked to changes in the CPI (as defined below). For each such Interest Period,
the interest rate will be the rate determined as of the applicable Interest
Determination Date pursuant to the following formula:


 


[(CPIt – CPIt-12) / CPIt-12] + Spread


 


	
  Where:

  	
   

  
	
   

  	
  CPIt = Current
  Index Level of CPI, as reported on Bloomberg CPURNSA;

  
	
   

  	
   

  
	
   

  	
  CPIt-12 = Index
  Level of CPI 12 months prior to CPIt; and

  
	
   

  	
   

  
	
   

  	
  Spread = 2.05%.

  



 


3





















 


In no case, however, will
the interest rate for the Notes be less than the Minimum Interest Rate, which
is 0.00%.


 


CPIt for any
Reset Date is the CPI for the
third calendar month prior to that Reset Date as published and reported in the
second calendar month prior to that Reset Date or as otherwise determined as
described in this Pricing Supplement. 
For example, for the Interest Period from and including February 15,
2006 to and including March 14,
2006, CPIt will be the CPI for November 2005 and CPIt-12
will be the CPI for November 2004. 
The CPI for November 2005 was published by BLS (as defined below)
and reported on Bloomberg CPURNSA in December 2005 and the CPI for November 2004
was published and reported in December 2004.


 


All values used in the
interest rate formula for the Notes will be rounded to the nearest fifth
decimal place (one-one hundred thousandth of a percentage point), rounding
upwards if the sixth decimal place is five or greater (e.g., 9.876555% (or
..09876555) would be rounded up to 9.87656% (or .0987656) and 9.876554% (or .09876554) would be
rounded down to 9.87655% (or .0987655)). 
All percentages resulting from any calculation of the interest rate will
be rounded to the nearest third decimal place (one thousandth of a percentage
point), rounding upwards if the fourth decimal place is five or greater (e.g.,
9.8765% (or .098765) would be rounded up to 9.877% (or .09877) and 9.8764% (or .098764) would be rounded
down to 9.876% (or .09876)).  All dollar
amounts used in or resulting from such calculation on the Notes will be rounded
to the nearest cent (with one-half cent being rounded upward).


 


WHO PUBLISHES THE CONSUMER PRICE INDEX AND WHAT DOES IT MEASURE?


 


The Consumer Price Index,
for purposes of the Notes, is the non-seasonally adjusted U.S. City Average All
Items Consumer Price Index for All Urban Consumers (the “CPI”), published
monthly by the Bureau of Labor Statistics of the U.S. Department of Labor (the “BLS”)
and reported on Bloomberg CPURNSA or any successor service.  The BLS makes almost all Consumer Price Index
data publicly available.  This
information may be accessed electronically on the BLS home page on the
internet at http://www.bls.gov/cpi/. The CPI for a particular month is
published during the following month.


 


According to publicly
available information provided by the BLS, the CPI is a measure of the average
change in consumer prices over time for a fixed market basket of goods and
services, including food, clothing, shelter, fuels, transportation, drugs and
charges for the services of doctors and dentists.  User fees (such as water and sewer service)
and sales and excise taxes paid by the consumer are also included.  Income taxes and investment items such as
stocks, bonds and life insurance are not included.  In calculating the index, price changes for
the various items are averaged together with weights that represent their
importance in the spending of urban households in the United States.


 


The contents of the market
basket of goods and services and the weights assigned to the various items are
updated periodically by the BLS to take into account changes in consumer
spending patterns.  The CPI is expressed
in relative terms in relation to a time base reference period for which the
level is set at 100.0.  The base
reference period for the Notes is the 1982-1984 average.


 


HOW HAS THE CONSUMER PRICE INDEX PERFORMED HISTORICALLY?


 


The following table sets
forth the value of the CPI from January 1998 to November 2005, as
published by the BLS and reported on Bloomberg CPURNSA:


 


	
  MONTH

  	
   

  	
  2005

  	
   

  	
  2004

  	
   

  	
  2003

  	
   

  	
  2002

  	
   

  	
  2001

  	
   

  	
  2000

  	
   

  	
  1999

  	
   

  	
  1998

  	
   

  
	
  January

  	
   

  	
  190.7

  	
   

  	
  185.2

  	
   

  	
  181.7

  	
   

  	
  177.1

  	
   

  	
  175.1

  	
   

  	
  168.8

  	
   

  	
  164.3

  	
   

  	
  161.6

  	
   

  
	
  February

  	
   

  	
  191.8

  	
   

  	
  186.2

  	
   

  	
  183.1

  	
   

  	
  177.8

  	
   

  	
  175.8

  	
   

  	
  169.8

  	
   

  	
  164.5

  	
   

  	
  161.9

  	
   

  
	
  March

  	
   

  	
  193.3

  	
   

  	
  187.4

  	
   

  	
  184.2

  	
   

  	
  178.8

  	
   

  	
  176.2

  	
   

  	
  171.2

  	
   

  	
  165.0

  	
   

  	
  162.2

  	
   

  
	
  April

  	
   

  	
  194.6

  	
   

  	
  188.0

  	
   

  	
  183.8

  	
   

  	
  179.8

  	
   

  	
  176.9

  	
   

  	
  171.3

  	
   

  	
  166.2

  	
   

  	
  162.5

  	
   

  
	
  May

  	
   

  	
  194.4

  	
   

  	
  189.1

  	
   

  	
  183.5

  	
   

  	
  179.8

  	
   

  	
  177.7

  	
   

  	
  171.5

  	
   

  	
  166.2

  	
   

  	
  162.8

  	
   

  
	
  June

  	
   

  	
  194.5

  	
   

  	
  189.7

  	
   

  	
  183.7

  	
   

  	
  179.9

  	
   

  	
  178.0

  	
   

  	
  172.4

  	
   

  	
  166.2

  	
   

  	
  163.0

  	
   

  
	
  July

  	
   

  	
  195.4

  	
   

  	
  189.4

  	
   

  	
  183.9

  	
   

  	
  180.1

  	
   

  	
  177.5

  	
   

  	
  172.8

  	
   

  	
  166.7

  	
   

  	
  163.2

  	
   

  
	
  August

  	
   

  	
  196.4

  	
   

  	
  189.5

  	
   

  	
  184.6

  	
   

  	
  180.7

  	
   

  	
  177.5

  	
   

  	
  172.8

  	
   

  	
  167.1

  	
   

  	
  163.4

  	
   

  
	
  September

  	
   

  	
  198.8

  	
   

  	
  189.9

  	
   

  	
  185.2

  	
   

  	
  181.0

  	
   

  	
  178.3

  	
   

  	
  173.7

  	
   

  	
  167.9

  	
   

  	
  163.6

  	
   

  
	
  October

  	
   

  	
  199.2

  	
   

  	
  190.9

  	
   

  	
  185.0

  	
   

  	
  181.3

  	
   

  	
  177.7

  	
   

  	
  174.0

  	
   

  	
  168.2

  	
   

  	
  164.0

  	
   

  
	
  November

  	
   

  	
  197.6

  	
   

  	
  191.0

  	
   

  	
  184.5

  	
   

  	
  181.3

  	
   

  	
  177.4

  	
   

  	
  174.1

  	
   

  	
  168.3

  	
   

  	
  164.0

  	
   

  
	
  December

  	
   

  	
   

  	
   

  	
  190.3

  	
   

  	
  184.3

  	
   

  	
  180.9

  	
   

  	
  176.7

  	
   

  	
  174.0

  	
   

  	
  168.3

  	
   

  	
  163.9

  	
   

  



 


4





















 


This historical data is
presented for information purposes only. 
Movements in the CPI that have occurred in the past are not necessarily
indicative of changes that may occur in the future.  Actual changes in the CPI may be less than or
greater than those that have occurred in the past.


 


WHAT IF THE CONSUMER PRICE INDEX IS NOT REPORTED OR IS REVISED, REBASED
OR DISCONTINUED?


 


If the CPI is not reported
on Bloomberg CPURNSA for a particular month by 3:00 PM on an Interest
Determination Date, but has otherwise been published by the BLS, SLM
Corporation, in its capacity as the calculation agent, will determine the CPI
as published by the BLS for such month using a source it deems appropriate.


 


In determining the final CPI
reference value used to determine the interest rate on each applicable Interest
Determination Date, the Calculation Agent will use the most recently available
value of the CPI for the relevant month, even if such value has been adjusted
from a prior reported value for that month. 
In contrast, the initial CPI reference value for each Interest
Determination Date will always be the final CPI reference value for the
preceding Interest Determination Date, even if such value has been adjusted
since that preceding Interest Determination Date.  For the first Interest Determination Date in February 2006,
the initial CPI reference values will be 197.6, the CPI level for November 2005
and 191.0, the CPI level for November 2004.  If the CPI level for either of these dates
are adjusted after the date of this Pricing Supplement, the interest rate
determined on the first Interest Determination Date will not be revised, and in
the case of a subsequent downward adjustment in the CPI, you will not receive
any additional interest on the first Interest Payment Date or any other
Interest Payment Date.


 


The BLS occasionally rebases
the CPI.  The CPI was last rebased in January 1988.  The current standard reference base period is
1982-1984 = 100.  Prior to the release of
the CPI for January 1988, the standard reference base was 1967 = 100.  If the BLS changes the base reference period
of the CPI during the time the notes are outstanding, the Calculation Agent
will continue to calculate the increase or decrease in the CPI using the
existing base year of 1982-1984 as long as the old CPI is still published.  The conversion to the new reference base does
not affect the measurement of the percentage change in a given index series
from one point in time to another, except for rounding differences.  Thus rebasing might affect the published “headline”
number often quoted by the financial press , however, the inflation calculation
for the Notes should not be adversely affected by any such rebasing because
changes in the old-based CPI can be calculated by using the percentage changes
of the new rebased CPI.


 


If the old-based CPI is not
published, the Calculation Agent will calculate inflation using the new based
CPI.  However, as stated above, the
conversion to a new reference base does not affect the measurement of the percentage
changes in a given index series from one time period to another, except for
rounding differences.


 


If, while the Notes are
outstanding, the CPI is discontinued or, if in the opinion of the BLS, as
evidenced by a public release, the CPI is substantially altered, the Calculation
Agent will determine the interest rate on the Notes by reference to a
substitute index.  The Calculation Agent
will determine the substitute index, in its sole discretion, by a computation
methodology that the Calculation Agent determines will as closely as reasonably
possible replicate the CPI or is another methodology which is in accordance
with general market practice at the time. 
In doing this, the Calculation Agent may (but is not required to) determine
the substitute index by selecting any substitute index that is chosen by the
Secretary of the Treasury for the Department of The Treasury’s Inflation-Linked
Treasuries, as described at 62 Federal Register 846-874 (January 6, 1997).


 


5





















 


RISK FACTORS


 


The Notes are subject to
special considerations.  An investment in
securities indexed to the consumer price index entails significant risks that
are not associated with similar investments in conventional floating rate or
fixed-rate debt securities.  Accordingly,
prospective investors should consult their financial and legal advisors as to
the risks entailed by an investment in consumer price indexed-linked notes and
the suitability of the Notes in light of their particular circumstances.


 


	
  THE
  INTEREST RATE ON THE NOTES MAY, IN SOME CASES, BE ZERO.

  	
   

  	
  Interest payable on the
  Notes is linked to changes in the level of the CPI during twelve-month
  measurement periods.

  
	
   

  	
   

  	
  If the CPI does not
  increase during a measurement period, which is likely to occur when there is
  little or no inflation, owners of the Notes will receive interest payments
  for that interest period equal to the Spread, which is 2.05%.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the CPI decreases
  during a relevant measurement period, which is likely to occur when there is
  deflation, owners of the Notes will receive interest payments for that
  interest period less than the Spread. 
  In some cases, owners of the Notes could receive only the Minimum
  Interest Rate, which is 0.00%.

  
	
   

  	
   

  	
   

  
	
  THE
  INTEREST RATE ON THE NOTES MAY BE BELOW THE RATE OTHERWISE PAYABLE ON SIMILAR
  FIXED OR FLOATING RATE DEBT SECURITIES.

  	
   

  	
  The interest rate on the
  Notes, including the Minimum Interest Rate, may be below what we would
  currently pay if we issued non-callable senior debt securities with a fixed
  or floating rate and similar maturity to that of the Notes. Any interest
  payable in excess of the Minimum Interest Rate on the Notes will be based
  upon the difference in the level of the CPI determined as of the measurement
  dates specified in the formula listed above, plus the Spread.

  
	
   

  	
   

  	
   

  
	
  THE
  HISTORICAL LEVELS OF THE CPI ARE NOT AN INDICATION OF THE FUTURE LEVELS OF
  THE CPI AND THOSE LEVELS MAY CHANGE SUBSTANTIALLY.

  	
   

  	
  Holders of the Notes will
  receive interest payments that will be affected by changes in the CPI. Such
  changes may be significant. Changes in the CPI are a function of the changes
  in specified consumer prices over time, which result from the interaction of
  many factors over which we have no control.

  

  The historical levels of the CPI are not an indication of the future levels
  of the CPI during the term of the Notes. In the past, the CPI has experienced
  periods of volatility, sometimes even on a monthly basis. This volatility may
  occur in the future. Fluctuations and trends in the CPI that have occurred in
  the past are not necessarily indicative, however, of fluctuations that may
  occur in the future.

  
	
   

  	
   

  	
   

  
	
  THE
  INTEREST RATE IS BASED UPON THE CPI. THE CPI ITSELF AND THE WAY THE BLS
  CALCULATES THE CPI MAY CHANGE IN THE FUTURE OR THE CPI MAY NO
  LONGER BE PUBLISHED.

  	
   

  	
  There can be no assurance
  that the BLS will not change the method by which it calculates the CPI. In
  addition, changes in the way the CPI is calculated could reduce the level of
  the CPI and lower the interest payments with respect to the Notes. Accordingly,
  the amount of interest, if any, payable on the Notes, and therefore the value
  of the Notes, may be significantly reduced. If the CPI is substantially
  altered (as determined in the sole discretion of the Calculation Agent), a
  substitute index will be employed to calculate the interest payable on the
  Notes.

  



 


6





















 


ADDITIONAL UNITED STATES FEDERAL

INCOME TAX CONSIDERATIONS


 


Set forth below is a summary
of some U.S. federal income tax considerations relevant to the beneficial owner
of the Notes that is a U.S. holder (as defined in the accompanying Prospectus
Supplement). This summary does not address investors that may be subject to
special tax rules or investors that hold the Notes as part of an integrated
investment. This summary supplements the discussion contained in the
accompanying Prospectus Supplement under the heading “United States Federal
Taxation.”


 


We intend to treat the Notes
as “variable rate debt instruments” for U.S. federal income tax purposes.
Assuming the Notes are so treated, under the Treasury regulations governing
variable rate debt instruments that bear interest that is unconditionally
payable at least annually at a single objective rate, payments of interest on
the Notes will be taxable to a U.S. holder as ordinary interest income at the
time that such payments are accrued or received, in accordance with the U.S.
holder’s method of tax accounting. In the case of a U.S. holder that uses the
accrual method of tax accounting, the amount of interest accrued during an
accrual period will be determined by assuming that the Notes bear interest at a
fixed interest rate that reflects the yield that is reasonably expected for the
Notes, and the interest allocable to the accrual period will be adjusted to
reflect the interest actually paid during the accrual period. A U.S. holder may
submit a written request to the address set forth under “Where You Can Find
More Information” in the accompanying Prospectus Supplement to obtain the “reasonably
expected” rate for the Notes. Assuming the Notes are treated as variable rate
debt instruments, upon the disposition of a Note by sale, exchange, redemption,
or repayment of principal at maturity, a U.S. holder will generally recognize
taxable gain or loss equal to the difference between the amount realized on the
disposition (other than amounts attributable to accrued interest) and the U.S.
holder’s adjusted tax basis in the Notes. Prospective investors should consult
the discussion under the heading “United States Federal Taxation – Tax
Consequences to U.S. Holders – Variable Rate Notes” and “United States Federal
Taxation – Tax Consequences to U.S. Holders – Sale, Exchange or Retirement of
the Notes” in the accompanying Prospectus Supplement.


 


Alternatively, it is
possible that the Notes could be treated as “contingent payment debt
instruments” (“CPDI”) for U.S. federal income tax purposes. Under the CPDI
rules, a U.S. holder would be required to include in income each year an
accrual of interest at the “comparable yield” for the Notes (determined at the
time of issuance of the Notes) for a comparable non-contingent note issued by
us. To the extent the comparable yield were to exceed the interest actually
paid on a Note in any taxable year, a U.S. holder could recognize ordinary
interest income for that taxable year in excess of the cash actually paid on
the Note during that taxable year. In addition, any gain realized by a U.S.
holder on the sale or other taxable disposition of a Note (including as a
result of payments made at maturity) generally would be characterized as
ordinary income, rather than as capital gain.


 


THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN
OF THE TAX IMPLICATIONS OF

AN INVESTMENT IN THE NOTES.  PROSPECTIVE
PURCHASERS ARE URGED TO CONSULT WITH

THEIR OWN TAX ADVISORS PRIOR TO INVESTING TO DETERMINE THE TAX IMPLICATIONS OF

SUCH AN INVESTMENT IN LIGHT OF SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES.


 


7





















 


SLM Corporation


 





















 


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:
  Executive Vice President &

  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:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


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.


 


4