<PAGE>

                                                                     EXHIBIT 4.6

                  FORM OF PROSPECTUS SUPPLEMENT TO PROSPECTUS
                               DATED       , 2000

                            {PROSPECTUS SUPPLEMENT}
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
 Information contained in this document is subject to completion or amendment.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++



                  SUBJECT TO COMPLETION DATED FEBRUARY  , 2000       Exhibit 4.6
             Prospectus Supplement to Prospectus dated       , 2000

                                     $

                          SLM Student Loan Trust 200-
                                     Issuer
                            SLM Funding Corporation
                                     Seller

                        Sallie Mae Servicing Corporation
                                    Servicer
                  Floating Rate Student Loan-Backed Securities

             On       , 20 , the Trust will issue*:

<TABLE>
<CAPTION>
                               Class A-1 Notes    Class A-2 Notes  Certificates
                               ----------------- ----------------- ------------
                               Class     Class    Class    Class
                                A-1T      A-1L     A-2T     A-2L   Certificates
                <S>            <C>      <C>      <C>      <C>      <C>
 You should     Principal      $         $       $         $         $
 consider
 carefully      Interest Rate  91-day    -month   91-day   -month     -month
 the risk                      T-Bill    LIBOR    T-bill   LIBOR      LIBOR
 factors                       plus   % plus   % plus   % plus   %   plus   %
 beginning
 on page S-     Maturity             , 20               , 20            , 20
 13 of this     </TABLE>
 Prospectus
 Supplement     The Trust will make payments quarterly beginning    20 ,
 and on         primarily from collections on a pool of student loans.
 Page 15 of
 the            The Trust will pay principal first pro rata to the Class A-1
 Prospectus.    Notes until paid in full and second pro rata to the Class A-2
                Notes until paid in full. The Trust will pay principal on the
 The            Certificates after all classes of Notes have been paid in full.
 Certificates
 represent      We are offering the Notes and Certificates through the
 interests      underwriters at the prices shown below, when and if issued. The
 in, and        securities will not be listed on any exchange.
 the Notes
 represent      ----------------------------------------------------------------
 obligations
 of, the        <TABLE>
 Trust          <CAPTION>
 only. They                                                                    Proceeds
 are not                                 Price to         Underwriting          to the
 interests                                Public            Discount            Seller
 in or                                   --------         ------------         --------
 obligations    <S>                      <C>              <C>                  <C>
 of SLM         Per Class A-1T Note          %                  %                  %
 Holding        Per Class A-1L Note          %                  %                  %
 Corporation,   Per Class A-2T Note          %                  %                  %
 the Seller,    Per Class A-2L Note          %                  %                  %
 Student        Per Certificate              %                  %                  %
 Loan           </TABLE>
 Marketing
 Association,   We expect the aggregate proceeds to the Seller to be $    before
 the Servicer   deducting expenses payable by the Seller estimated to be $   .
 or any of
 their          Neither the SEC nor any state securities commission has approved
 affiliates.    or disapproved the Notes or Certificates or determined whether
                this Prospectus Supplement or the Prospectus is accurate or
 Neither        complete. Any representation to the contrary is a criminal
 the            offense.
 Certificates
 nor the        *For illustrative purposes only. Each class of Securities may
 Notes are      have a different specified rate of interest, which may be fixed,
 guaranteed     variable, adjustable or auction-determined rates or any
 or insured     combination of the foregoing, and there may be additional
 by the         classes offered .
 United
 States of                          [Underwriter]
 America or
 any                                       , 20
 governmental
 agency.

 This
 Prospectus
 Supplement
 may be
 used to
 offer and
 sell the
 Notes or
 Certificates
 only if
 accompanied
 by the
 Prospectus.

<PAGE>

                               TABLE OF CONTENTS

                             Prospectus Supplement
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Summary of Terms.........................................................   S-4
 . Issuer.................................................................   S-4
 . Information about the Securities ......................................   S-4
 . The Notes..............................................................   S-4
 . The Certificates.......................................................   S-5
 . Indenture Trustee......................................................   S-6
 . Eligible Lender Trustee................................................   S-6
 . Administrator..........................................................   S-6
 . Information about the Trust............................................   S-6
 Formation of the Trust..................................................   S-6
 Its Assets..............................................................   S-6
 . Administration of the Trust............................................   S-7
 Servicing of the Assets.................................................   S-9
 Compensation of the Servicer............................................   S-9
 . Termination of the Trust...............................................  S-10
 Optional Purchase.......................................................  S-10
 Auction of Trust Assets.................................................  S-10
 . Swap Agreement.........................................................  S-11
 . Tax Considerations.....................................................  S-11
 . ERISA Considerations...................................................  S-12
 . Rating of the Securities...............................................  S-12
 . Risk Factors...........................................................  S-12
 . CUSIP Numbers..........................................................  S-12
Risk Factors.............................................................  S-13
 . The Class A-2 Notes Bear Sequential Payment Risk and the Certificates
  Bear Subordination Risk................................................  S-13
 . Change in Federal Direct Consolidation Loan Rate May Encourage
  Prepayments............................................................  S-13
 . Initial Principal Balance of Securities Exceeds Trust Assets...........  S-13
 . The Swap Agreement May Create Credit Risks.............................  S-14
 .Year 2000 Issues Could Adversely Affect the Trust's Liquidity and the
  Timing of Payments.....................................................  S-14
Formation of the Trust...................................................  S-15
 . The Trust..............................................................  S-15
 . Capitalization of the Trust............................................  S-15
 . Eligible Lender Trustee................................................  S-16
Reports to Securityholders...............................................  S-16
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  S-16
 . Sources of Capital and Liquidity.......................................  S-16
 . Results of Operations..................................................  S-16
Use of Proceeds..........................................................  S-17
The Trust Student Loan Pool..............................................  S-17
 .Insurance of Student Loans; Guarantors of Student Loans.................  S-25
 . Cure Period for Trust Student Loans....................................  S-29
 .Consolidation of Federal Benefit Billings and Receipts and Guarantor
  Claims with Other Trusts...............................................  S-29
Description of the Securities............................................  S-31
 . General................................................................  S-31
 . The Notes..............................................................  S-31
 . The Certificates.......................................................  S-32
 . Determination of T-Bill Rates..........................................  S-33
 . Determination of LIBOR.................................................  S-34
 . Accounts...............................................................  S-35
 . Servicing Compensation.................................................  S-35
 . Distributions..........................................................  S-36
 . Credit Enhancement.....................................................  S-40
 . Administration Fee.....................................................  S-41
 . Swap Agreement.........................................................  S-41
ERISA Considerations.....................................................  S-45
Underwriting.............................................................  S-47
Ratings of the Securities................................................  S-49
Legal Matters............................................................  S-49
Index of Defined Terms for Prospectus Supplement.........................  S-50
</TABLE>

                                   Prospectus
<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Available Information....................................................   2
Incorporation of Certain Documents by Reference..........................   2
Prospectus Supplement....................................................   2
Reports to Securityholders...............................................   2
Summary Information......................................................   3
 . Issuer.................................................................   3
 . Seller.................................................................   3
 . Servicer...............................................................   3
 . Eligible Lender Trustee................................................   3
 . Indenture Trustee......................................................   3
 . Administrator..........................................................   3
 . The Notes..............................................................   3
 . The Certificates.......................................................   4
 . Assets of the Trust....................................................   5
 . Collection Account.....................................................   6
 . Pre-Funding Account....................................................   6
 .Credit and Cash Flow or other Enhancement or Derivative Arrangements....   7
 . Reserve Account........................................................   7
 . Purchase Agreements....................................................   8
 . Sale Agreements........................................................   8
 . Servicing Agreements...................................................   8
 . Administration Agreement...............................................   8
 . Representations and Warranties of the Seller...........................   9
 . Representations and Warranties of Sallie Mae...........................   9
 . Covenants of the Servicer..............................................  10
 . Servicing Fee..........................................................  10
 . Administration Fee.....................................................  11
 . Optional Purchase; Auction.............................................  11
 . Termination............................................................  11
 . Tax Considerations.....................................................  11
 . ERISA Considerations...................................................  12
 . Ratings................................................................  12
Risk Factors.............................................................  13
Sallie Mae...............................................................  21
The Student Loan Pools...................................................  22
The Seller...............................................................  25
Formation of the Trusts..................................................  26
Transfer and Servicing Agreements........................................  29
Servicing; Administration................................................  32
Trading Information......................................................  40
Description of the Notes.................................................  42
Description of the Certificates..........................................  47
Certain Information Regarding the Securities.............................  48
Certain Legal Aspects of the Student Loans...............................  53
Certain Federal Income Tax Consequences..................................  55
Certain State Tax Consequences...........................................  64
ERISA Considerations.....................................................  64
Use of Proceeds..........................................................  65
Plan of Distribution.....................................................  65
Legal Matters............................................................  66
Appendix A: The Federal Family Education Loan Program.................... A-1
Appendix B: Global Clearance, Settlement and Tax Documentation
 Procedures.............................................................. B-1
</TABLE>
<PAGE>

                 THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT
                        AND THE ACCOMPANYING PROSPECTUS

    We provide information to you about the Notes and the Certificates in two
separate sections of this document that provide progressively more detailed
information. These two sections are: (a) the accompanying Prospectus, which
begins after the end of this Prospectus Supplement and which provides general
information, some of which may not apply to your particular class of Notes or
Certificates, and (b) this Prospectus Supplement, which describes the specific
terms of the Notes and Certificates being offered.

    If the terms of the Notes or Certificates vary between this Prospectus
Supplement and the Prospectus, you should rely on the information in this
Prospectus Supplement.

    For your convenience, we include cross-references in this Prospectus
Supplement and in the Prospectus to captions in these materials where you can
find related information. The Table of Contents on page S-2 provides the pages
on which these captions can be found.

    We also include a listing of the pages where we define capitalized terms
used in this Prospectus Supplement. You can find this listing under the caption
"Index of Defined Terms for Prospectus Supplement" at the end of this
Prospectus Supplement.

                               ----------------

    Neither the Notes nor the Certificates may be offered or sold to persons in
the United Kingdom in a transaction that results in an offer to the public
within the meaning of the securities laws of the United Kingdom.

                               ----------------

                           REPORTS TO SECURITYHOLDERS

    Except in very limited circumstances, you will not receive quarterly and
annual reports concerning the Trust and the student loans directly from the
Trust. Instead, you will receive them through Cede & Co., as nominee of The
Depository Trust Company and registered holder of the Notes and Certificates.
See "Certain Information Regarding the Securities--Book-Entry Registration" in
the Prospectus.

    The Trust will also file periodic reports containing similar information
with the SEC.

                                      S-3
<PAGE>

                                SUMMARY OF TERMS

    This summary highlights selected information about the Notes and the
Certificates. It does not contain all of the information that you might find
important in making your investment decision. It provides only an overview of
certain information to aid your understanding. You should read the full
description of this information appearing elsewhere in this document and in the
Prospectus.

ISSUER

SLM Student Loan Trust 200 - .

INFORMATION ABOUT THE SECURITIES

The Trust is offering the following classes of Securities:

 .  Floating Rate Class A-1T Student Loan-Backed Notes in the amount of $    ;

 .  Floating Rate Class A-1L Student Loan-Backed Notes in the amount of $    ;

 .  Floating Rate Class A-2T Student Loan-Backed Notes in the amount of $ ;

 .  Floating Rate Class A-2L Student Loan-Backed Notes in the amount of $    ;

 .  Floating Rate Student Loan-Backed Certificates in the amount of $    .

The Securities will receive payments primarily from collections on a pool of
Trust Student Loans.

THE NOTES

The Notes are debt obligations of the Trust.

Interest will accrue on the principal balance of the Notes at the Note Rates
during three-month Accrual Periods and will be paid on quarterly Distribution
Dates.

An Accrual Period begins on a Distribution Date and ends on the day before the
next Distribution Date. The first Accrual Period, however, will begin on     ,
20 , the Closing Date, and end on     , 20 , the day before the first
Distribution Date.

A Distribution Date is the 25th of each January, April, July and October,
beginning     , 20 . If any January 25, April 25, July 25 or October 25 is not
a business day, the Distribution Date will be the next business day.

Interest and principal will be payable to holders of record as of the close of
business on each Record Date.

A Record Date is the day before the related Distribution Date.

 .  Interest Rates.* The Notes will bear interest at the annual rates listed
   below:

  .  The Class A-1T Rate will be the daily weighted average of the 91-day
     Treasury bill rates for each day within the applicable Accrual Period
     plus   %;

  .  The Class A-1L Rate will be Three-month LIBOR, except for the first
     Accrual Period, which will be   -Month LIBOR, as determined on the
     second business day before the beginning of the applicable Accrual
     Period plus   %;

  .  The Class A-2T Rate will be the daily weighted average of the 91-day
     Treasury bill rates for each day within the applicable Accrual Period
     plus   %; and

  .  The Class A-2L Rate will be Three-month LIBOR, except for the first
     Accrual Period, which will be   -Month LIBOR, as determined on the
     second business day before the beginning of the applicable Accrual
     Period plus   %.

In most cases, the Class A-1T and Class A-2T Rates will adjust weekly on the
calendar day following each auction of 91-day Treasury bills. See "Description
of the Securities--Determination of T-Bill Rates."

                                      S-4
<PAGE>


*The interest rate on the securities may be capped at a rate, which in general
will equal the expected weighted average interest rate of the Trust Student
Loans less servicing and administration fees. If so, and if the interest rate
is so capped for any Distribution Date, this will create a "carryover" of
interest that will be payable on later Distribution Dates if funds are
available after paying the Servicer any Carryover Servicing fee.

For the Class A-1T and Class A-2T Notes, we calculate interest based on the
actual number of days elapsed in each Accrual Period divided by 365 (or 366 for
a leap year).

For the Class A-1L and Class A-2L Notes, we calculate interest based on the
actual number of days elapsed in each Accrual Period divided by 360.

 .  Interest Payments. Interest accrued on the outstanding principal amount of
   the Notes during each Accrual Period will be payable on the related
   Distribution Date.

 .  Principal Payments. Principal of the Notes will be payable on each
   Distribution Date in an amount generally equal to (a) the Principal
   Distribution Amount for that Distribution Date plus (b) any shortfall in the
   payment of Note principal as of the preceding Distribution Date.

We describe the "Principal Distribution Amount" under "Description of the
Securities--Distributions."

Note principal will be applied sequentially on each Distribution Date:

  .  first, pro rata to the Class A-1T and Class A-1L Notes until their
     principal balance is reduced to zero; and

  .  second, pro rata to the Class A-2T and Class A-2L Notes until their
     principal balance is reduced to zero.

 .  Maturity Dates.

  .  The Class A-1 Notes will mature no later than     , 20  ; and

  .  the Class A-2 Notes will mature no later than     , 20  .

  The actual maturity of the Class A-1 Notes and the Class A-2 Notes could
  occur sooner. This may happen if, for example,

  .  there are prepayments on the Trust Student Loans;

  .  the Seller exercises its option to purchase any remaining Trust Student
     Loans; or

  .  the Indenture Trustee auctions the remaining Trust Student Loans. See
     "Trading Information--Weighted Average Life of the Securities" in the
     Prospectus.

 .  Denominations. The Notes will be available for purchase in multiples of
   $1,000. They will be available only in DTC book-entry form, which means that
   you will not receive a certificate representing your Notes except in very
   limited circumstances.

 .  Security for the Notes. The Notes will be secured by the assets of the
   Trust, primarily the Trust Student Loans.

THE CERTIFICATES

The Trust will issue the Certificates under the Trust Agreement. The
Certificates represent ownership interests in the Trust. The initial
Certificate Balance will equal $    .

 .  Return on the Certificates. The Certificates will bear interest at an annual
   rate equal to:

  Three-month LIBOR, except for the first Accrual Period, which will be   -
  Month LIBOR, as determined on the second business day before the beginning
  of the applicable Accrual Period plus   %.

                                      S-5
<PAGE>


We calculate return on the Certificates based on the actual number of days
elapsed in each Accrual Period divided by 360.

 .  Payments of Accrued Return

  On each Distribution Date, holders of record of Certificates as of the
  Record Date will be paid return at the Certificate Rate on the Certificate
  Balance.

 .  Distribution of the Certificate Balance.  Distributions on the Certificate
   Balance will be made only after the Notes have been paid in full, in an
   amount generally equal to (a) the remaining Principal Distribution Amount
   plus (b) any shortfall in the payment of the Certificate Balance as of the
   preceding Distribution Date. See "Description of the Securities--
   Distributions."

 .  Final Distribution Date. Distribution of any remaining Certificate Balance
   will be made no later than     , 20  . However, final distribution of the
   Certificate Balance could occur earlier as a result of the same factors that
   may cause an early maturity of the Notes.

 .  Subordination of the Certificates.  Distributions of return on the
   Certificates will be subordinated to the payment of interest on the Notes.
   Distributions of the Certificate Balance will be subordinated to the payment
   of both interest and principal on the Notes. See "Description of the
   Securities--The Certificates--Subordination of the Certificates."

 .  Denominations. Certificates will be available for purchase in denominations
   of $[100,000] and additional increments of $1,000. They will be available in
   DTC book-entry form only.

INDENTURE TRUSTEE

The Trust will issue the Notes under an Indenture.

Under the Indenture, Bankers Trust Company will act as Indenture Trustee for
the benefit of and to protect the interests of the Noteholders.

ELIGIBLE LENDER TRUSTEE

The Trust will issue the Certificates under a Trust Agreement. Chase Manhattan
Bank Delaware will be the initial Eligible Lender Trustee under the Trust
Agreement. It will hold legal title to the assets of the Trust for
Certificateholders.

ADMINISTRATOR

The Student Loan Marketing Association, known as Sallie Mae, will act as the
Administrator of the Trust under an Administration Agreement. Sallie Mae is a
government-sponsored enterprise and currently owns the Trust Student Loans.
Under certain circumstances, Sallie Mae may transfer its obligations as
administrator. See "Servicing and Administration--Administration Agreement" in
the Prospectus.

INFORMATION ABOUT THE TRUST

Formation of the Trust

The Trust will be a Delaware Business Trust.

The only activities of the Trust are acquiring, owning and managing the Trust
Student Loans and the other assets of the Trust, issuing and making payments on
the Securities and other related activities. See "Formation of the Trust--The
Trust."

SLM Funding Corporation, as Seller, after acquiring the student loans from
Sallie Mae or another eligible lender specified in the prospectus supplement
and described in detail comparable to the description of Sallie Mae in the
prospectus under a Purchase Agreement, will sell them to the Trust on the
Closing Date under a Sale Agreement. The Seller is a wholly-owned subsidiary of
Sallie Mae. Because the Seller is not eligible under the federal higher
education laws to hold legal title to the student loans, Chase Manhattan Bank
Delaware, as Interim Eligible Lender Trustee, will hold legal title to the
student loans for the Seller under an interim trust arrangement.

Its Assets

The assets of the Trust will include:

 .  the Trust Student Loans;

                                      S-6
<PAGE>


 .  collections and other payments on the Trust Student Loans;

 .  funds it will hold in its trust accounts, including the Collection Account
   and the Reserve Account; and

 .  its rights under the swap agreement described under "Swap Agreement" below.*

The rest of this section describes the Trust Student Loans and trust accounts
more fully.

 .  Trust Student Loans. The Trust Student Loans are education loans to students
   and parents of students made under the Federal Family Education Loan Program
   ("FFELP") or made under a program of private insurance. Some of the Trust
   Student Loans are Consolidation Loans, which are used to combine the
   borrower's obligations under various federally authorized student loan
   programs into a single loan.

  The Trust Student Loans had an initial Pool Balance of approximately
  $       as of      , 20   ("the Cutoff Date").

  We describe "Pool Balance" under "Description of Securities--
  Distributions."

  As of the Cutoff Date, the weighted average annual interest rate of the
  Trust Student Loans was approximately   % and their weighted average
  remaining term to scheduled maturity was approximately   months.

  Sallie Mae originally acquired the Trust Student Loans in the ordinary
  course of its student loan financing business. Guarantee Agencies described
  in this document guarantee all of the Trust Student Loans. They are
  reinsured by the United States Department of Education (the
--------
* References to a swap agreement are for illustrative purposes only. Any
  similar cash flow enhancement will be described comparably.
  "Department"). The Trust Student Loans have been selected from the student
  loans owned by Sallie Mae based on the criteria established by the Seller,
  as described in this Prospectus Supplement and the Prospectus.

 .  Collection Account. The Administrator will deposit collections on the Trust
   Student Loans, Interest Subsidy Payments, Special Allowance Payments and any
   payments received from the swap counterparty into the Collection Account.

 .  Reserve Account. The Administrator will establish and maintain the Reserve
   Account as an asset of the Trust in the name of the Indenture Trustee. The
   Trust will make an initial deposit from the net proceeds from the sale of
   the Securities into the Reserve Account on the Closing Date. The deposit
   will be in cash or Eligible Investments equal to $       (the "Reserve
   Account Initial Deposit"). Funds in the Reserve Account may be replenished
   on each Distribution Date by additional funds available after all prior
   required distributions have been made. See "Description of the Securities--
   Distributions."

  The Reserve Account enhances the likelihood of payment to Noteholders and
  Certificateholders. In certain circumstances, however, the Reserve Account
  could be depleted. This depletion could result in shortfalls in
  distributions to Noteholders or Certificateholders.

ADMINISTRATION OF THE TRUST

Under the Administration Agreement, Sallie Mae, as Administrator, will instruct
the Indenture Trustee to withdraw funds on deposit in the Collection Account.
These funds will be applied monthly to the payment of the Primary Servicing Fee
and on each Distribution Date generally as shown in the following chart.

                                      S-7
<PAGE>


                      COLLECTION
                       ACCOUNT
                          \/
      First            SERVICER
                  (Primary Servicing
                         Fee)
                          \/
      Second        ADMINISTRATOR
                   (Administration
                        Fees)
                          \/
      Third       SWAP COUNTERPARTY
                      (Swap Fee)
                          \/
      Fourth         NOTEHOLDERS
                    (Noteholders'
                      Interest
                     Distribution
                       Amount)
                          \/
      Fifth      CERTIFICATEHOLDERS
                 (Certificateholders'
                 Return Distribution
                       Amount)
                          \/
      Sixth          NOTEHOLDERS
  (first pro rata   (Noteholders'
  to the Class A-1    Principal
  Noteholders and    Distribution
  then pro rata to     Amount)
  the Class A-2           \/
  Noteholders)

      Seventh     CERTIFICATEHOLDERS
 (after the Notes    (Certificate
are paid in full)      Balance
                     Distribution
                        Amount)
                          \/
      Eighth       RESERVE ACCOUNT
                   (Amount, if any,
                      necessary
                   to reinstate the
                   Reserve Account
                    balance to the
                  Specified Reserve
                   Account Balance)
                          \/
      Ninth        SWAP COUNTERPARTY
                    (Swap payments,
                        if any)
                          \/
      Tenth            SERVICER
                      (Carryover
                     Servicing Fee,
                        if any)
                           \/
      Eleventh     RESERVE ACCOUNT
                    (any remaining
                       amounts)


Amounts remaining in the Reserve Account on any Distribution Date in excess of
the Specified Reserve Account Balance will, after the payments described below,
be released to the Seller.

The "Specified Reserve Account Balance" is an amount, generally subject to a
floor of $  , required to be maintained in the Reserve Account. More
specifically, the Specified Reserve Account Balance for any Distribution Date
will be equal to the greater of (a)   % of the Pool Balance at the end of the
related Collection Period and (b) $   . It will be subject to adjustment as
described in this document. In no event will it exceed the outstanding balance
of the Securities.

"Collection Period" means a calendar quarter or, for the first Collection
Period, the period from the Cutoff Date through     , 20 .

The following chart depicts the distribution of amounts in the Reserve Account
on any Distribution Date, after the required distributions for that
Distribution Date have been made, in excess of the Specified Reserve Account
Balance.

                   RESERVE ACCOUNT
                  -----------------
                       Excess $
                  -----------------
                  SPECIFIED RESERVE
                   ACCOUNT BALANCE
                  -----------------

                  -----------------
          1st        NOTEHOLDERS
                   (Note Principal
                      Shortfall)
                  -----------------

                  -----------------
          2nd     CERTIFICATEHOLDERS
                     (Certificate
                       Balance
                      Shortfall)
                  -----------------

                  -----------------
          3rd     SWAP COUNTERPARTY
                   (Swap payments)
                  -----------------

                  -----------------
          4th          SERVICER
                      (Carryover
                    Servicing Fee)
                  -----------------

                  -----------------
          Last          SELLER
                  -----------------


                                      S-8
<PAGE>


The Reserve Account will be available to cover any shortfalls in payments of
the Primary Servicing Fee, the Administration Fee, the swap fee, the
Noteholders' Interest Distribution Amount and the Certificateholders' Return
Distribution Amount. In addition, the Reserve Account will be available:

(a) on the Class A-1 Maturity Date and the Class A-2 Maturity Date, to cover
    shortfalls in payments of the Noteholders' principal and accrued interest,
    and

(b) on the Final Distribution Date upon termination of the Trust, to pay the
    Certificate Balance and accrued return, any payments owing to the swap
    counterparty and any Carryover Servicing Fee.

If the market value of the Reserve Account on any Distribution Date is
sufficient to pay the remaining principal and interest accrued on the Notes,
the remaining Certificate Balance, any accrued return on the Certificates, any
payments owing to the swap counterparty and any Carryover Servicing Fee,
amounts on deposit in the Reserve Account will be so applied on that
Distribution Date.

See "Description of the Securities--Credit Enhancement--Reserve Account."

Transfer of the Assets to the Trust. Under the Sale Agreement, the Seller will
sell the Trust Student Loans to the Trust, with the Eligible Lender Trustee
holding legal title to the Trust Student Loans.

If the Seller breaches a representation under the Sale Agreement regarding a
Trust Student Loan, generally it will have to cure the breach, repurchase or
replace that Trust Student Loan or reimburse the Trust for losses resulting
from the breach.

Servicing of the Assets

Under the Servicing Agreement, Sallie Mae Servicing Corporation [or another
third-party servicer of student loans specified in the prospectus supplement
and described in detail comparable to the description of Sallie Mae Servicing
Corporation in the prospectus], as Servicer, will be responsible for servicing,
maintaining custody of and making collections
on the Trust Student Loans. It will also bill and collect payments from the
Guarantee Agencies and the Department. [ The Servicer, an affiliate of Sallie
Mae, manages and operates Sallie Mae's loan servicing functions.] See
"Servicing and Administration--Servicing Procedure" and "Servicing and
Administration--Administration Agreement" in the Prospectus. Under certain
circumstances, the Servicer may transfer its obligations as Servicer. See
"Servicing and Administration--Certain Matters Regarding the Servicer" in the
Prospectus.

If the Servicer breaches a covenant under the Servicing Agreement regarding a
Trust Student Loan, generally it will have to cure the breach, purchase that
Trust Student Loan or reimburse the Trust for losses resulting from the breach.
See "The Trust Student Loan Pool--Insurance of Student Loans."

Compensation of the Servicer

The Servicer will receive two separate fees: a Primary Servicing Fee and a
Carryover Servicing Fee.

The "Primary Servicing Fee" for any month is equal to

 .  in the case of Trust Student Loans that are not Consolidation Loans, 1/12th
   of   % of their outstanding principal amount, plus

 .  in the case of Consolidation Loans, 1/12th of   % of their outstanding
   principal amount.

The Primary Servicing Fee will be payable out of Available Funds and amounts on
deposit in the Reserve Account on the 25th of each month (or the next business
day), beginning     , 20  (a "Monthly Servicing Payment Date"). Fees are
calculated as of the last day of the preceding calendar month. Fees will
include amounts from prior Monthly Servicing Payment Dates that remain unpaid.

The Carryover Servicing Fee will be payable to the Servicer on each
Distribution Date out of Available Funds.

The "Carryover Servicing Fee" is the sum of

 .  the amount of certain increases in the costs incurred by the Servicer;


                                      S-9
<PAGE>

 .  the amount of certain conversion, transfer and removal fees;

 .  any amounts described in the first two bullets that remain unpaid from prior
   Distribution Dates; and

 .  interest on such unpaid amounts as described in the Servicing Agreement.

See "Description of the Securities--Servicing Compensation."

TERMINATION OF THE TRUST

The obligations of the Servicer, the Seller, the Administrator, the Eligible
Lender Trustee, the Indenture Trustee and the swap counterparty will terminate
upon:

 .  the maturity or other liquidation of the last Trust Student Loan and the
   disposition of any amount received upon its liquidation; and

 .  the payment of all amounts required to be paid to the Noteholders and the
   Certificateholders.

See "The Student Loan Pools --Termination" in the Prospectus.

Optional Purchase

The Seller may purchase or arrange for the purchase of all remaining Trust
Student Loans on any Distribution Date when the Pool Balance is  % or less of
the initial Pool Balance as of the Cutoff Date. The Seller's exercise of this
purchase option will result in the early retirement of the Notes and the
Certificates. The purchase price will equal the amount required to prepay in
full (including all accrued interest) the remaining Trust Student Loans as of
the end of the preceding Collection Period, but not less than the Minimum
Purchase Amount plus any amount owing to the swap counterparty.

"Minimum Purchase Amount" means an amount that would be sufficient to

 .  reduce the outstanding principal amount of each class of Notes then
   outstanding on the related Distribution Date to zero;

 .  pay to Noteholders the interest payable on the related Distribution Date;

 .  reduce the Certificate Balance to zero; and

 .  pay to Certificateholders the return payable on the related Distribution
   Date.

Auction of Trust Assets

The Indenture Trustee will offer for sale all remaining Trust Student Loans at
the end of the Collection Period when the Pool Balance is --% or less of the
initial Pool Balance. The "Trust Auction Date" will be the 3rd business day
before the related Distribution Date. An auction will occur only if the Seller
has first waived its optional purchase right described above. The Seller will
waive its option to purchase the remaining Trust Student Loans if it fails to
notify the Eligible Lender Trustee and the Indenture Trustee, in writing, that
it intends to exercise its purchase option before the Indenture Trustee accepts
a bid to purchase the Trust Student Loans. The Seller and its affiliates,
including Sallie Mae and the Servicer, and unrelated third parties may offer
bids to purchase the Trust Student Loans on the Trust Auction Date.

If at least two bids are received, the Indenture Trustee will solicit and re-
solicit new bids from all participating bidders until only one bid remains or
the remaining bidders decline to resubmit bids. The Indenture Trustee will
accept the highest of the remaining bids if it equals or exceeds the Minimum
Purchase Amount or the fair market value of the Trust Student Loans as of the
end of the related Collection Period, whichever is higher. If at least two bids
are not received or the highest bid after the re-solicitation process does not
equal or exceed that amount, the Indenture Trustee will not complete the sale.
The Indenture Trustee may, and at the direction of the Seller will be required
to, consult with a financial advisor, including an Underwriter of the
Securities or the Administrator, to determine if the fair market value of the
Trust Student Loans has been offered.

                                      S-10
<PAGE>


The net proceeds of any auction sale will be used to retire any outstanding
Notes and Certificates on the related Distribution Date.

If the sale is not completed, the Indenture Trustee may, but will not be under
any obligation to, solicit bids for sale of the Trust Student Loans after
future Collection Periods upon terms similar to those described above,
including the Seller's waiver of its option to purchase remaining Trust Student
Loans.

If the Trust Student Loans are not sold as described above, on each subsequent
Distribution Date, if the amount on deposit in the Reserve Account (after
giving effect to all Reserve Account withdrawals, except withdrawals payable to
the Seller) exceeds the Specified Reserve Account Balance, the Administrator
will direct the Indenture Trustee to distribute the amount of such excess as
accelerated payments of Note principal and Certificate Balance. The Indenture
Trustee may or may not succeed in soliciting acceptable bids for the Trust
Student Loans either on the Trust Auction Date or subsequently.

SWAP AGREEMENT

The Trust will enter into a swap agreement as of the Closing Date with a swap
counterparty. Under the swap agreement, the swap counterparty will be required
to pay to the Administrator on behalf of the Trust for deposit into the
Collection Account on or before the business day preceding each Distribution
Date an amount calculated on a quarterly basis equal to the sum of:

 .  the excess, if any, of the Class A-1L Rate over the Student Loan Rate
   multiplied by the principal amount of the Class A-1L Notes; plus

 .  the excess, if any, of the Class A-2L Rate over the Student Loan Rate
   multiplied by the principal amount of the Class A-2L Notes; plus

 .  the excess, if any, of the Certificate Rate over the Student Loan Rate
   multiplied by the Certificate Balance.

    The Student Loan Rate, in general, will equal the expected weighted average
interest rate of the Trust Student Loans less servicing and administration fees
and the swap fee.

    On each Distribution Date, the swap counterparty will be paid from the
Collection Account, before any payments are made to the Noteholders or
Certificateholders, a blended fee (based upon the estimated weighted average
life of the Securities) equal to approximately   % of the aggregate principal
balance of the LIBOR-based Securities. In addition, on each Distribution Date,
the swap counterparty will be paid from the Collection Account, after funds
from the Collection Account are applied, if necessary, to reinstate the Reserve
Account Balance to the Specified Reserve Account Balance, a sum equal to any
unreimbursed swap counterparty payments received by the Trust plus interest.

See "Description of the Securities--Swap Agreement."

TAX CONSIDERATIONS

Subject to important considerations described in this Prospectus Supplement and
the Prospectus:

 .  Federal tax counsel and Delaware tax counsel for the Trust are of the
   opinion that the Notes will be characterized as debt for federal and
   Delaware state income tax purposes.

 .  Federal tax counsel is also of the opinion that, for federal income tax
   purposes, the Trust will not be taxable as a corporation. By accepting a
   Certificate, a Certificateholder will be deemed to agree to treat the Trust
   as a partnership in which it is a partner.

 .  A Certificateholder will be required to take into account separately its
   allocable share of income, gains, losses, deductions and credits of the
   Trust, including income, gains, losses and deductions attributable to the
   swap agreements. The swap agreements, together, should be considered a
   notional principal contract for federal income tax purposes. The Trust
   intends to report any

                                      S-11
<PAGE>

   payments it receives under the swap agreements as ordinary income and to
   deduct the swap fee as an ordinary expense, as those items accrue. In
   addition, the Trust intends to amortize any transaction fee attributable to
   the swap agreements as an ordinary expense over the term of the swap
   agreements using a reasonable method. Finally, the Trust intends to treat
   the payments, if any (other than the swap fee), made by it pursuant to the
   swap agreements as contingent payments, and to treat those amounts as
   ordinary expenses when paid.

 .  In the opinion of Delaware tax counsel for the Trust, the same
   characterizations would apply for Delaware state income tax purposes as for
   federal income tax purposes. Noteholders and Certificateholders that are
   not otherwise subject to Delaware taxation on income will not become
   subject to Delaware tax as a result of their ownership of Notes or
   Certificates.

See "U.S. Federal Income Tax Consequences" in the Prospectus.

ERISA CONSIDERATIONS

 .  The Notes. Subject to important considerations and conditions described in
   this Prospectus Supplement and the Prospectus, the Notes may, in general,
   be purchased by or on behalf of a Plan (including an insurance company
   general account) that is subject to Title I of ERISA or Section 4975 of the
   Internal Revenue Code only if an exemption from the prohibited transaction
   rules applies so that the purchase and holding of the Notes by or on behalf
   of the Plan will not result in a non-exempt prohibited transaction. Each
   fiduciary who purchases any Note will be deemed to represent that such an
   exemption exists and applies to it.

 .  The Certificates. The Certificates may not be acquired by, on behalf of, or
   using the assets of any Plan (including an insurance company general
   account) of the type described above. Each purchaser of Certificates will
   be deemed to represent that it is not such a Plan, is not purchasing the
   Certificates on behalf of a Plan, and is not using the assets of a Plan to
   purchase any of the Certificates. Further, each purchaser of Certificates
   will be deemed to agree that if its Certificates are subsequently deemed to
   be Plan assets, that purchaser will dispose of them.

See "ERISA Considerations" in this Prospectus Supplement and the Prospectus
for additional information concerning the application of ERISA.

RATING OF THE SECURITIES

The Securities are required to be rated by at least two nationally recognized
rating agencies identified in the Indenture as follows:

Notes: Highest rating category
Certificates: One of the three highest rating
categories

See "Ratings of the Securities" in this Prospectus Supplement for additional
information.

RISK FACTORS

Certain factors you should consider before making an investment in the
Certificates are described in this Prospectus Supplement and in the Prospectus
under "Risk Factors."

CUSIP NUMBERS

 .  Class A-1T Notes:78442

 .  Class A-1L Notes:78442

 .  Class A-2T Notes:78442

 .  Class A-2L Notes:78442

 .  Certificates:78442

                                     S-12
<PAGE>

                                  RISK FACTORS

    You should carefully consider the following factors in deciding whether to
purchase any Note or Certificate. The Prospectus describes additional risk
factors that you should also consider beginning on page --. These risk factors
could affect your investment in or return on the Notes and the Certificates.

The Class A-2 Notes Bear   Certificateholders and, to a lesser extent, Class
Sequential Payment Risk    A-2 Noteholders bear a greater risk of loss than do
and the Certificates       Class A-1 Noteholders:
Bear Subordination Risk

                           .  No principal will be paid to Class A-2
                              Noteholders until the Class A-1 Noteholders have
                              been paid in full; and

                           .  No distribution of Certificate Balance will be
                              made to Certificateholders until the Class A-1
                              Noteholders and Class A-2 Noteholders have been
                              paid in full.

[Change in Federal         On October 7, 1998, the President signed into law
Direct Consolidation       the Higher Education Amendments of 1998,
Loan Rate May Encourage    legislation that reauthorized federal higher
Prepayments                education loan programs for a six-year period (the
                           "Reauthorization Legislation"). The Reauthorization
                           Legislation maintained reduced borrower interest
                           rates for Federal Direct Consolidation Loans whose
                           applications were received by January 31, 1999.
                           Borrower interest rates were maintained at
                           7.46 percent (6.86 percent during in-school and
                           grace periods), adjusted annually based on a
                           formula equal to the 91-day Treasury bill rate plus
                           2.3 percent (1.7 percent during in-school and grace
                           periods).

                           The availability of the reduced borrower interest
                           rates on these Federal Direct Consolidation Loans
                           may increase the likelihood that a Trust Student
                           Loan will be prepaid. We do not know the volume of
                           Trust Student Loans that may be prepaid because of
                           this factor. We believe, however, that most of the
                           applications received by the Department by the
                           January 31, 1999 deadline have been processed and,
                           accordingly, that the volume of Trust Student Loans
                           that may be prepaid because of the reduced borrower
                           interest rates on Federal Direct Consolidation
                           Loans will not be material.]

Initial Principal          The Initial Pool Balance plus the initial deposit
Balance of Securities      to the Collection Account is approximately   % of
Exceeds Trust Assets       the aggregate principal amount of the Securities.
                           Securityholders must rely primarily on interest
                           payments on the Trust Student Loans and other Trust
                           assets, in excess of Servicing Fees, Administration
                           Fees, the swap fee and interest payable on the
                           Securities, to reduce the aggregate principal
                           amount of the Securities to the Pool Balance. The
                           Securityholders, especially Certificateholders,
                           could be adversely affected by a high rate of
                           prepayments, which would reduce the amount of
                           interest available for this purpose. In addition,
                           the principal balance of the Trust Student Loans on
                           which interest will be collected will be less than
                           the principal amount of the Securities for some
                           period.


                                      S-13
<PAGE>

The Swap Agreement May     The Trust will enter into a swap agreement with the
Create Credit Risks        swap counterparty intended to mitigate the basis
                           risk associated with the Notes and the
                           Certificates. If a payment is due to the Trust
                           under the swap agreement, a default by the swap
                           counterparty may reduce the amount of available
                           funds for any Collection Period and thus the
                           Trust's ability to pay you principal and interest
                           on the Securities.

                           In addition, an "Early Termination" (as defined in
                           the swap agreement) may occur in the event that
                           either:

                           .  the swap counterparty fails to make a required
                              payment within three business days of the date
                              such payment was due; or

                           .  the swap counterparty fails, within 45 calendar
                              days of the date on which the counterparty
                              ratings of the swap counterparty fall below the
                              required ratings specified in the swap
                              agreement, to:

                              .  obtain a replacement swap agreement with
                                 terms substantially the same as the swap
                                 agreement; or

                              .  establish any other arrangement satisfactory
                                 to the Trust and the applicable rating
                                 agencies.

                           If an Early Termination occurs, the Trust may no
                           longer have the benefit of the swap agreement. You
                           cannot be certain that the Trust will be able to
                           enter into a substitute swap agreement.

Year 2000 Issues Could     The "Year 2000 issue" refers to a wide variety of
Adversely Affect the       computer problems that may arise from the inability
Trust's Liquidity and      of computer programs to properly process date-
the Timing of Payments     sensitive information relating to the Year 2000 and
                           the years after 2000.

                           By the end of 1998, the Administrator and the
                           Servicer achieved Year 2000 readiness for all
                           internal applications. During 1999 they completed
                           Year 2000 readiness testing with their external
                           business partners and developed Year 2000
                           contingency plans. The failure by the
                           Administrator, the Servicer or any of their
                           significant business partners to have resolved a
                           material Year 2000 issue, however, could interrupt
                           normal business activities or operations such as
                           making timely payments on the Securities or
                           servicing the Trust Student Loans.

                           The Servicer, on behalf of the Trust, will submit
                           claims to various Guarantee Agencies for payment on
                           defaulted Trust Student Loans and in other
                           circumstances. If any Guarantee Agency that
                           guarantees a significant portion of the Trust
                           Student Loans is unable to timely process guarantee
                           payments because of its failure to have remediated
                           its Year 2000 issues, the Trust's liquidity could
                           be adversely affected, possibly to a material
                           extent. This also could happen if the Department of
                           Education is unable to timely process interest
                           subsidy or special allowance payments because of
                           Year 2000 issues.

                           To date, we are unaware of any significant Year
                           2000 failures incurred by any of these entities.

                                      S-14
<PAGE>

                             FORMATION OF THE TRUST

The Trust

    The SLM Student Loan Trust 200 -  (the "Trust") will be a trust newly
formed under the laws of the State of Delaware under the Trust Agreement to be
dated as of     , 20  (as amended and supplemented from time to time, the
"Trust Agreement"), between the Seller and the Eligible Lender Trustee. After
its formation, the Trust will not engage in any activity other than:

  .  acquiring, holding and managing the Trust Student Loans and the other
     assets of the Trust and related proceeds;

  .  issuing the Certificates and the Notes;

  .  making payments on them; and

  .  engaging in other activities that are necessary, suitable or convenient
     to accomplish, or are incidental to, the foregoing.

    The Trust will be initially capitalized with equity of $      , excluding
amounts deposited in the Reserve Account by the Trust on the Closing Date,
representing the Certificate Balance. The equity of the Trust, together with
the proceeds from the sale of the Notes, will be used by the Eligible Lender
Trustee to make the Reserve Account Initial Deposit in the Reserve Account and
to purchase on behalf of the Trust the Trust Student Loans. It will purchase
the Trust Student Loans from the Seller under the Sale Agreement to be dated as
of the Closing Date (as amended and supplemented from time to time, the "Sale
Agreement"), among the Seller, the Trust and the Eligible Lender Trustee. The
Seller will use the net proceeds it receives from the sale of the Trust Student
Loans to pay to Sallie Mae the purchase price of the Trust Student Loans
acquired from Sallie Mae pursuant to the Purchase Agreement dated as of the
Closing Date (as amended and supplemented from time to time, the "Purchase
Agreement") between the Seller and Sallie Mae.

    Upon the consummation of such transactions, the property of the Trust will
consist of (a) the pool of Trust Student Loans, legal title to which is held by
the Eligible Lender Trustee on behalf of the Trust, (b) all funds collected on
Trust Student Loans on or after the Cutoff Date and (c) all moneys and
investments on deposit in the Collection Account and the Reserve Account. The
Notes will be secured by the property of the Trust. The Collection Account and
the Reserve Account will be maintained in the name of the Indenture Trustee for
the benefit of the Noteholders and the Certificateholders. To facilitate
servicing and to minimize administrative burden and expense, the Servicer will
act as custodian of the promissory notes representing the Trust Student Loans.

    The Trust's principal offices are in Wilmington, Delaware, in care of Chase
Manhattan Bank Delaware, as Eligible Lender Trustee, at its address shown
below.

Capitalization of the Trust

    The following table illustrates the capitalization of the Trust as of the
Cutoff Date, as if the issuance and sale of the Securities offered hereby had
taken place on such date:

<TABLE>
      <S>                                                               <C>
       Floating Rate Class A-1T Student Loan-Backed Notes.............. $
       Floating Rate Class A-1L Student Loan-Backed Notes.............. $
       Floating Rate Class A-2T Student Loan-Backed Notes.............. $
       Floating Rate Class A-2L Student Loan-Backed Notes.............. $
       Floating Rate Student Loan-Backed Certificates.................. $
        Total.......................................................... $
</TABLE>


                                      S-15
<PAGE>

Eligible Lender Trustee

    Chase Manhattan Bank Delaware is the Eligible Lender Trustee for the Trust
under the Trust Agreement. Chase Manhattan Bank Delaware is a Delaware banking
corporation whose principal offices are located at 1201 Market Street,
Wilmington, Delaware 19801. The Eligible Lender Trustee will acquire on behalf
of the Trust legal title to all the Trust Student Loans acquired from time to
time under the Sale Agreement. The Eligible Lender Trustee on behalf of the
Trust has entered into a separate Guarantee Agreement with each of the
Guarantee Agencies described in this Prospectus Supplement with respect to the
Trust Student Loans. The Eligible Lender Trustee qualifies as an eligible
lender and the holder of the Trust Student Loans for all purposes under the Act
and the Guarantee Agreements. Failure of the Trust Student Loans to be owned by
an eligible lender would result in the loss of Program Payments with respect to
such Trust Student Loans. See "Appendix A--The Federal Family Education Loan
Program--Eligible Lenders, Borrowers and Institutions" in the Prospectus.

    The Eligible Lender Trustee's liability in connection with the issuance and
sale of the Notes and the Certificates is limited solely to the express
obligations of the Eligible Lender Trustee in the Trust Agreement and the Sale
Agreement. See "Description of the Securities" herein and "Transfer and
Servicing Agreements" in the Prospectus. Sallie Mae maintains certain banking
relations with the Eligible Lender Trustee.

                           REPORTS TO SECURITYHOLDERS

    Periodic and annual reports concerning the Trust are required to be
delivered to Securityholders. See "Certain Information Regarding the
Securities--Reports to Securityholders" in the Prospectus.

    Unless Definitive Notes or Definitive Certificates are issued, the reports
containing information concerning the Student Loans will be sent on behalf of
the Trust only to Cede & Co. ("Cede"), as nominee of The Depository Trust
Company ("DTC") and registered holder of the Notes and the Certificates. See
"Certain Information Regarding the Securities--Book-Entry Registration" in the
Prospectus.

    The Trust will file with the Securities and Exchange Commission (the
"Commission") periodic reports required under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations of the
Commission.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sources of Capital and Liquidity

    The Trust's primary sources of capital will be the net proceeds from the
sale of the Securities. See "Formation of the Trust--Capitalization of the
Trust."

    The Trust's primary sources of liquidity will be collections on the Trust
Student Loans, as supplemented by payments, if any, from the Swap Counterparty,
and amounts on deposit in the Reserve Account.

Results of Operations

    The Trust will be newly formed and, accordingly, has no results of
operations as of the date of this Prospectus Supplement. Because the Trust does
not have any operating history, we have not included in this Prospectus
Supplement any historical or pro forma ratio of earnings to fixed charges.

                                      S-16
<PAGE>

The earnings on the Trust Student Loans and other assets owned by the Trust and
the interest costs of the Notes will determine the Trust's results of
operations in the future. The income generated from the Trust's assets will pay
operating costs and expenses of the Trust, interest and principal on the Notes
and distributions to the holders of the Certificates. The principal operating
expenses of the Trust are expected to be, but are not limited to, the Primary
Servicing Fee, the Administration Fee, the Swap Fee and any Carryover Servicing
Fee.

                                USE OF PROCEEDS

    The Trust will use the net proceeds from the sale of the Notes and the
Certificates to make the Reserve Account Initial Deposit to the Reserve
Account, to make an initial deposit of $    to the Collection Account and to
purchase the Trust Student Loans from the Seller on the Closing Date under the
Sale Agreement. The Seller will use such proceeds paid to it by the Trust to
pay to Sallie Mae the purchase price for the Trust Student Loans purchased by
the Seller from Sallie Mae under the Purchase Agreement.

                          THE TRUST STUDENT LOAN POOL

    The Eligible Lender Trustee on behalf of the Trust will purchase the pool
of Trust Student Loans from the Seller as of the Cutoff Date.

    The Seller will purchase the Trust Student Loans from Sallie Mae under the
Purchase Agreement.

    The Trust Student Loans were selected from Sallie Mae's portfolio of
Student Loans by employing several criteria, including requirements that each
Trust Student Loan as of the Cutoff Date:

  . is guaranteed as to principal and interest by a Guarantee Agency
    pursuant to a Guarantee Agreement and the Guarantee Agency is, in turn,
    reinsured by the Department in accordance with the FFELP;

  . contains terms in accordance with those required by the FFELP, the
    Guarantee Agreements and other applicable requirements;

  . is not more than    days past due; and

  . does not have a borrower who is noted in the related records of the
    Servicer as being currently involved in a bankruptcy proceeding.

    No Trust Student Loan as of the Cutoff Date consists of a Student Loan that
was subject to the Seller's or Sallie Mae's prior obligation to sell such loan
to a third party.

    The distribution by weighted average interest rate applicable to the Trust
Student Loans on any date following the Cutoff Date may vary significantly from
that in the following tables as a result of variations in the effective rates
of interest applicable to the Trust Student Loans. Moreover, the information
below about the remaining term to maturity of the Trust Student Loans as of the
Cutoff Date may vary significantly from the actual term to maturity of any of
the Trust Student Loans as a result of prepayments or of the granting of
deferral and forbearance periods.

    The following tables provide a description of certain additional
characteristics of the Trust Student Loans as of the Cutoff Date. The
"Aggregate Outstanding Principal Balance" in each of the following tables
includes principal balance due from obligors, plus accrued interest of $     as
of the Cutoff Date to be capitalized upon commencement of repayment.

                                      S-17
<PAGE>

                     COMPOSITION OF THE TRUST STUDENT LOANS
                             AS OF THE CUTOFF DATE

<TABLE>
<S>                                                                  <C>
Aggregate Outstanding Principal Balance............................. $
Number of Borrowers.................................................
Average Outstanding Principal Balance Per Borrower.................. $
Number of Loans.....................................................
Average Outstanding Principal Balance Per Loan...................... $
Weighted Average Remaining Term to Maturity(1)......................     months
Weighted Average Annual Borrower Interest Rate(2)...................           %
</TABLE>
--------
(1) Determined from the Cutoff Date to the stated maturity date of the
    applicable Trust Student Loan without giving effect to any deferral or
    forbearance periods that may be granted in the future. See Appendix A to
    the Prospectus and "The Student Loan Pools--Sallie Mae's Student Loan
    Financing Business" in the Prospectus.
(2) Exclusive of Special Allowance Payments. The weighted average spread,
    including Special Allowance Payments, to the 91-day or 52-week T-Bill rate
    or Three-Month Commercial Paper Rate, as applicable, was  % as of the
    Cutoff Date and would have been   % if all of the Trust Student Loans were
    in repayment as of the Cutoff Date. See "Special Allowance Payments" in
    Appendix A to the Prospectus.

                    DISTRIBUTION OF THE TRUST STUDENT LOANS
                       BY LOAN TYPE AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                  Number Outstanding Outstanding
                                                    of    Principal   Principal
Loan Type                                         Loans    Balance     Balance
---------                                         ------ ----------- -----------
<S>                                               <C>    <C>         <C>
Subsidized Stafford Loans........................           $               %
Unsubsidized Stafford Loans......................
SLS Loans........................................
PLUS Loans.......................................
Consolidation Loans..............................
                                                   ----     -----       ----
  Total..........................................           $               %
                                                   ====     =====       ====
</TABLE>

                    DISTRIBUTION OF THE TRUST STUDENT LOANS
                BY BORROWER INTEREST RATES AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                  Number Outstanding Outstanding
                                                    of    Principal   Principal
Interest Rates(1)                                 Loans    Balance     Balance
-----------------                                 ------ ----------- -----------
<S>                                               <C>    <C>         <C>
Less than 7.50%..................................           $               %
7.50% to 8.49%...................................
8.50% to 9.49%...................................
Greater than 9.49%...............................
                                                   ----     -----       ----
  Total..........................................           $               %
                                                   ====     =====       ====
</TABLE>
--------
(1) Determined using the interest rates applicable to the Trust Student Loans
    as of the Cutoff Date. However, because certain of the Trust Student Loans
    bear interest at variable rates, the above information may not remain
    applicable to the Trust Student Loans at any time after the Cutoff Date.
    See Appendix A to the Prospectus and "The Student Loan Pools--Sallie Mae's
    Student Loan Financing Business" in the Prospectus.

                                      S-18
<PAGE>

                    DISTRIBUTION OF THE TRUST STUDENT LOANS
      BY OUTSTANDING PRINCIPAL BALANCE PER BORROWER AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                         Outstanding Outstanding
Range of Outstanding                           Number of  Principal   Principal
Principal Balance                              Borrowers   Balance     Balance
--------------------                           --------- ----------- -----------
<S>                                            <C>       <C>         <C>
Less than $ 1,000.............................              $                %
$ 1,000 to $ 1,999.99.........................
$ 2,000 to $ 2,999.99.........................
$ 3,000 to $ 3,999.99.........................
$ 4,000 to $ 4,999.99.........................
$ 5,000 to $ 5,999.99.........................
$ 6,000 to $ 6,999.99.........................
$ 7,000 to $ 7,999.99.........................
$ 8,000 to $ 8,999.99.........................
$ 9,000 to $ 9,999.99.........................
$10,000 to $10,999.99.........................
$11,000 to $11,999.99.........................
$12,000 to $12,999.99.........................
$13,000 to $13,999.99.........................
$14,000 to $14,999.99.........................
$15,000 to $15,999.99.........................
$16,000 to $16,999.99.........................
$17,000 to $17,999.99.........................
$18,000 to $18,999.99.........................
$19,000 to $19,999.99.........................
$20,000 to $20,999.99.........................
$21,000 to $21,999.99.........................
$22,000 to $22,999.99.........................
$23,000 to $23,999.99.........................
$24,000 to $24,999.99.........................
$25,000 to $25,999.99.........................
$26,000 to $26,999.99.........................
$27,000 to $27,999.99.........................
$28,000 to $28,999.99.........................
$29,000 to $29,999.99.........................
$30,000 to $30,999.99.........................
$31,000 to $31,999.99.........................
$32,000 to $32,999.99.........................
$33,000 to $33,999.99.........................
$34,000 to $34,999.99.........................
$35,000 and above.............................
                                                 ----       -----       -----
                                                            $           100.0%
                                                 ====       =====       =====
</TABLE>

                                      S-19
<PAGE>

                    DISTRIBUTION OF THE TRUST STUDENT LOANS
                   BY SCHOOL/LOAN TYPE AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                  Number Outstanding Outstanding
                                                    of    Principal   Principal
School/Loan Type                                  Loans    Balance     Balance
----------------                                  ------ ----------- -----------
<S>                                               <C>    <C>         <C>
FFELP:
  4-year Institutions............................          $                 %
  2-year Institutions............................
  Proprietary/Vocational.........................
  Unidentified...................................
Consolidation Loan Program(1)....................
                                                  ------   -------      -----
    Total........................................          $            100.0%
                                                  ======   =======      =====
</TABLE>
--------
(1) The school type for Consolidation Loans is generally not available.

                    DISTRIBUTION OF THE TRUST STUDENT LOANS
         BY REMAINING TERM TO SCHEDULED MATURITY AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                    Percent of
Number of Months                                         Aggregate    Pool by
Remaining to                                     Number Outstanding Outstanding
Scheduled                                          of    Principal   Principal
Maturity(1)                                      Loans    Balance     Balance
----------------                                 ------ ----------- -----------
<S>                                              <C>    <C>         <C>
  0 to  12......................................          $                 %
 13 to  24......................................
 25 to  36......................................
 37 to  48......................................
 49 to  60......................................
 61 to  72......................................
 73 to  84......................................
 85 to  96......................................
 97 to 108......................................
109 to 120......................................
121 to 132......................................
133 to 144......................................
145 and Up......................................
                                                  ----    -------      -----
    Total.......................................          $            100.0%
                                                  ====    =======      =====
</TABLE>
--------
(1) Determined from the Cutoff Date to the stated maturity date of the
    applicable Trust Student Loan without giving effect to any deferral or
    forbearance periods that may be granted in the future. See Appendix A to
    the Prospectus and "The Student Loan Pools--Sallie Mae's Student Loan
    Financing Business" in the Prospectus.

                                      S-20
<PAGE>

                    DISTRIBUTION OF THE TRUST STUDENT LOANS
            BY CURRENT BORROWER PAYMENT STATUS AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                  Number Outstanding Outstanding
                                                    of    Principal   Principal
Current Borrower Payment Status(1)                Loans    Balance     Balance
----------------------------------                ------ ----------- -----------
<S>                                               <C>    <C>         <C>
In-School........................................          $                 %
Grace............................................
Deferral.........................................
Forbearance......................................
Repayment(2)
  First year in repayment........................
  Second year in repayment.......................
  Third year in repayment........................
  More than 3 years in repayment.................
                                                  ------   -------      -----
    Total........................................          $            100.0%
                                                  ======   =======      =====
</TABLE>
--------
(1) Refers to the status of the borrower of each Trust Student Loan as of the
    Cutoff Date. The borrower may still be attending school ("In-School"), may
    be in a grace period after completing school and prior to repayment
    commencing ("Grace"), may be currently required to repay the loan
    ("Repayment") or may have temporarily ceased repaying the loan through a
    deferral ("Deferral") or a forbearance ("Forbearance") period. See Appendix
    A to the Prospectus and "The Student Loan Pools--Sallie Mae's Student Loan
    Financing Business" in the Prospectus.
(2) The weighted average number of months in repayment for all Trust Student
    Loans currently in repayment is  , calculated as the term to maturity at
    the commencement of repayment less the number of months remaining to
    scheduled maturity as of the Cutoff Date.

   SCHEDULED WEIGHTED AVERAGE REMAINING MONTHS IN STATUS OF THE TRUST STUDENT
         LOANS BY CURRENT BORROWER PAYMENT STATUS AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                         Scheduled Months in Status(1)
                                 ----------------------------------------------
Current Borrower Payment Status  In-School Grace Deferral Forbearance Repayment
-------------------------------  --------- ----- -------- ----------- ---------
<S>                              <C>       <C>   <C>      <C>         <C>
In-School.......................                   --         --
Grace...........................    --             --         --
Deferral........................    --      --                --
Forbearance.....................    --      --     --
Repayment.......................    --      --     --         --
</TABLE>
--------
(1) Determined without giving effect to any deferral or forbearance periods
    that may be granted in the future. See Appendix A to the Prospectus and
    "The Student Loan Pools--Sallie Mae's Student Loan Financing Business" in
    the Prospectus.

                                      S-21
<PAGE>

                         GEOGRAPHIC DISTRIBUTION OF THE
                   TRUST STUDENT LOANS AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                         Outstanding Outstanding
                                               Number of  Principal   Principal
State(1)                                         Loans     Balance     Balance
--------                                       --------- ----------- -----------
<S>                                            <C>       <C>         <C>
Alabama.......................................               $              %
Alaska........................................
Arizona.......................................
Arkansas......................................
California....................................
Colorado......................................
Connecticut...................................
Delaware......................................
District of Columbia..........................
Florida.......................................
Georgia.......................................
Hawaii........................................
Idaho.........................................
Illinois......................................
Indiana.......................................
Iowa..........................................
Kansas........................................
Kentucky......................................
Louisiana.....................................
Maine.........................................
Maryland......................................
Massachusetts.................................
Michigan......................................
Minnesota.....................................
Mississippi...................................
Missouri......................................
Montana.......................................
Nebraska......................................
Nevada........................................
New Hampshire.................................
New Jersey....................................
New Mexico....................................
New York......................................
North Carolina................................
North Dakota..................................
Ohio..........................................
Oklahoma......................................
Oregon........................................
Pennsylvania..................................
Rhode Island..................................
South Carolina................................
South Dakota..................................
Tennessee.....................................
Texas.........................................
Utah..........................................
</TABLE>

                                      S-22
<PAGE>

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                         Outstanding Outstanding
                                               Number of  Principal   Principal
State(1)                                         Loans     Balance     Balance
--------                                       --------- ----------- -----------
<S>                                            <C>       <C>         <C>
Vermont.......................................              $                %
Virginia......................................
Washington....................................
West Virginia.................................
Wisconsin.....................................
Wyoming.......................................
Other.........................................
                                                  ---       ----        -----
  Total.......................................              $           100.0%
                                                  ===       ====        =====
</TABLE>
--------
(1) Based on the billing addresses of the borrowers of the Trust Student Loans
    shown on the Servicer's records as of the Cutoff Date.

    Each of the Trust Student Loans provides or will provide for the
amortization of its outstanding principal balance over a series of regular
payments. Except as described below, each regular payment consists of an
installment of interest which is calculated on the basis of the outstanding
principal balance of the Trust Student Loan. The amount received is applied
first to interest accrued to the date of payment and the balance of the
payment, if any, is applied to reduce the unpaid principal balance.
Accordingly, if a borrower pays a regular installment before its scheduled due
date, the portion of the payment allocable to interest for the period since the
preceding payment was made will be less than it would have been had the payment
been made as scheduled, and the portion of the payment applied to reduce the
unpaid principal balance will be correspondingly greater. Conversely, if a
borrower pays a monthly installment after its scheduled due date, the portion
of the payment allocable to interest for the period since the preceding payment
was made will be greater than it would have been had the payment been made as
scheduled, and the portion of the payment applied to reduce the unpaid
principal balance will be correspondingly less.

    In either case, subject to any applicable Deferral Periods or Forbearance
Periods, and except as provided below, the borrower pays a regular installment
until the final scheduled payment date, at which time the amount of the final
installment is increased or decreased as necessary to repay the then
outstanding principal balance of that Trust Student Loan.

    Sallie Mae makes available to some borrowers of Student Loans it holds
payment terms that may result in the lengthening of the remaining term of the
Student Loans. For example, not all of the loans owned by Sallie Mae provide
for level payments throughout the repayment term of the loans. Some Student
Loans provide for interest only payments to be made for a designated portion of
the term of the loans, with amortization of the principal of the loans
occurring only when payments increase in the latter stage of the term of the
loans. Other loans provide for a "graduated phase in" of the amortization of
principal with a greater portion of principal amortization being required in
the latter stages than would be the case if amortization were on a level
payment basis. Sallie Mae also offers an income-sensitive repayment plan, under
which repayments are based on the borrower's income. Under that plan, ultimate
repayment may be delayed up to five years. Borrowers under Trust Student Loans
will continue to be eligible for the graduated payment and income-sensitive
repayment plans. See "The Student Loan Pools--Sallie Mae's Student Loan
Financing Business" in the Prospectus.

    The following table provides certain information about Trust Student Loans
subject to the repayment terms described in the preceding paragraphs.

                                      S-23
<PAGE>

                           DISTRIBUTION OF THE TRUST
             STUDENT LOANS BY REPAYMENT TERMS AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                         Outstanding Outstanding
                                               Number of  Principal   Principal
Loan Repayment Terms                             Loans     Balance     Balance
--------------------                           --------- ----------- -----------
<S>                                            <C>       <C>         <C>
Level Payment.................................              $               %
Other Repayment Options(1)....................
                                                  ---       -----        ---
  Total.......................................              $            100%
                                                  ===       =====        ===
</TABLE>
--------
(1) Includes graduated repayment, income sensitive and interest only period
    loans. Income sensitive loans represent less than   % of the Outstanding
    Principal Balance. Interest only period loans represent   % of the
    Outstanding Principal Balance.

    The Servicer at the request of Sallie Mae and on behalf of the Trust may in
the future offer repayment terms similar to those described above to borrowers
of loans in the Trust which are not entitled to these repayment terms as of the
Cutoff Date. If repayment terms are offered to and accepted by borrowers, the
weighted average life of the Notes could be lengthened.

    The following table provides information about Trust Student Loans
regarding date of disbursement.

                           DISTRIBUTION OF THE TRUST
          STUDENT LOANS BY DATE OF DISBURSEMENT AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                     Percent of
                                                          Aggregate    Pool by
                                                         Outstanding Outstanding
                                               Number of  Principal   Principal
Disbursement Date(1)                             Loans     Balance     Balance
--------------------                           --------- ----------- -----------
<S>                                            <C>       <C>         <C>
Pre-October 1, 1993...........................              $                %
October 1, 1993 and thereafter................
                                                  ---       -----       -----
  Total.......................................              $           100.0%
                                                  ===       =====       =====
</TABLE>
--------
(1) Student Loans disbursed prior to October 1, 1993 are 100% guaranteed by the
    applicable Guarantor, and reinsured against default by the Department up to
    100% of the Guarantee Payments. Student Loans disbursed on or after October
    1, 1993 are 98% guaranteed by the applicable Guarantor, and reinsured
    against default by the Department up to a maximum of 98% of the Guarantee
    Payments. See Appendix A--The Federal Family Education Loan Program--
    "Guarantors Under The FFELP--Loan Guarantees" and "--Federal Reimbursement
    Agreements" in the Prospectus.
(2) The holder of a Consolidation Loan made on or after October 1, 1993 must
    pay the Department a monthly rebate fee calculated on an annual basis equal
    to, in most cases,   % of the principal plus accrued unpaid interest on any
    such loan. Of the Trust Student Loans that are Consolidation Loans,   %
    were made on or after October 1, 1993.

                                      S-24
<PAGE>

Insurance of Student Loans; Guarantors of Student Loans

    General. Each Trust Student Loan is required to be guaranteed as to
principal and interest by one of the Guarantee Agencies described below and
reinsured by the Department under the Act and must be eligible for Special
Allowance Payments and, in the case of some Trust Student Loans, Interest
Subsidy Payments by the Department.

    Guarantee Agencies for the Trust Student Loans. The Eligible Lender Trustee
has entered into a separate Guarantee Agreement with each of the Guarantee
Agencies listed below (each, a "Guarantor") pursuant to which each of the
Guarantors has agreed to serve as guarantor for specified Trust Student Loans.

    Under the Higher Education Amendments of 1992 (the "1992 Amendments"),
under Section 432(o) of the Act, if the Department has determined that a
Guarantee Agency is unable to meet its insurance obligations, a loan holder may
submit claims directly to the Department and the Department is required to pay
the full Guarantee Payment in accordance with guarantee claim processing
standards no more stringent than those of the Guarantee Agency. However, the
Department's obligation to pay guarantee claims directly in this fashion is
contingent upon the Department making the determination referred to above.
There can be no assurance that the Department would ever make such a
determination with respect to a Guarantee Agency or, if such a determination
was made, whether that determination or the ultimate payment of such guarantee
claims would be made in a timely manner. See Appendix A--The Federal Family
Education Loan Program--"Guarantors Under The FFELP--Loan Guarantees" and "--
Federal Reimbursement Agreements" in the Prospectus.

                                      S-25
<PAGE>

    The following table provides information with respect to the portion of the
Trust Student Loans guaranteed by each Guarantor:

                   DISTRIBUTION OF THE TRUST STUDENT LOANS BY
                     GUARANTY AGENCY AS OF THE CUTOFF DATE

<TABLE>
<CAPTION>
                                                                    Percent of
                                                      Aggregate       Pool by
                                                     Outstanding    Outstanding
                                       Number of  Principal Balance  Principal
                                         Loans        of Loans        Balance
Name of Guaranty Agency*               Guaranteed    Guaranteed     Guaranteed
------------------------               ---------- ----------------- -----------
<S>                                    <C>        <C>               <C>
American Student Assistance Guaran-
 tor.................................
California Student Aid Commission....
Colorado Student Loan Program........
Connecticut Student Loan Foundation..
Education Assistance Corporation.....
Educational Credit Management Corpo-
 ration..............................
Finance Authority of Maine...........
Florida Department of Education
 Office of Student Financial
 Assistance..........................
Georgia Higher Education Assistance
 Corp................................
Great Lakes Higher Education Corpora-
 tion................................
Illinois Student Assistance Commis-
 sion................................
Iowa College Student Aid Commission..
Kentucky Higher Education Assistance
 Authority...........................
Louisiana Student Financial Assis-
 tance Commission....................
Michigan Higher Education Assistance
 Authority...........................
Missouri Coordinating Board for
 Higher Education....................
Montana Guaranteed Student Loan Pro-
 gram................................
Nebraska Student Loan Program........
New Jersey Higher Education Assis-
 tance Authority.....................
New York State Higher Education Serv-
 ices Corporation....................
Northwest Education Loan Associa-
 tion................................
Oklahoma State Regents for Higher Ed-
 ucation.............................
Ohio Student Aid Commission..........
Oregon State Scholarship Commission..
Pennsylvania Higher Education Assis-
 tance Agency........................
Rhode Island Higher Education Assis-
 tance Authority.....................
Student Loan Guarantee Foundation of
 Arkansas, Inc.......................
Tennessee Student Assistance Corpora-
 tion................................
Texas Guaranteed Student Loan Corpo-
 ration..............................
United Student Aid Funds, Inc........
Utah Higher Education Assistance Au-
 thority.............................
                                          ---           -----           ---
                                                                        100%
                                          ===           =====           ===
</TABLE>
--------
* For illustrative purposes only; the actual Guarantee Agencies are likely to
  vary from offering to offering.

                                      S-26
<PAGE>

    Some historical information about each of the Guarantors that guarantees
Trust Student Loans comprising at least 5% of the Initial Pool Balance (the
"Significant Guarantors") is provided below. The information shown for each
Significant Guarantor relates to all Student Loans (including but not limited
to Trust Student Loans) guaranteed by such Significant Guarantor:

    Guaranty Volume. The following table describes the approximate aggregate
principal amount of federally reinsured Student Loans (excluding Consolidation
Loans) that first became guaranteed by each Significant Guarantor and by all
Guarantee Agencies (including but not limited to those guaranteeing Trust
Student Loans) in each of the five federal fiscal years shown:*

<TABLE>
<CAPTION>
                                                         Loans Guaranteed
                          -------------------------------------------------------------------------------
                                                        Federal Fiscal Year
                          -------------------------------------------------------------------------------
                               1995            1996            1997            1998            1999
Name of Guaranty Agency   --------------- --------------- --------------- --------------- ---------------
<S>                       <C>             <C>             <C>             <C>             <C>
All Guarantee Agencies..  $21,055,193,594 $19,727,950,145 $21,409,775,875 $22,300,960,997 $22,923,325,576
</TABLE>
--------
* We obtained the information in the table above from the Department's
  quarterly Loan Volume Updates. The Seller, Sallie Mae and the Underwriters
  have not audited or independently verified this information for accuracy or
  completeness.

    Reserve Ratio.  Each Significant Guarantor's reserve ratio is determined by
dividing its cumulative cash reserves by the original principal amount of the
outstanding loans it has agreed to guarantee. The term "cumulative cash
reserves" refers to cash reserves plus (i) sources of funds (including
insurance premiums, state appropriations, federal advances, federal reinsurance
payments, administrative cost allowances, collections on claims paid and
investment earnings) minus (ii) uses of funds (including claims paid to
lenders, operating expenses, lender fees, the Department's share of collections
on claims paid, returned advances and reinsurance fees). The "original
principal amount of outstanding loans" consists of the original principal
amount of loans guaranteed by the Significant Guarantor minus the original
principal amount of loans cancelled, claims paid, loans paid in full and loan
guarantees transferred to the Significant Guarantor from other guarantors.

    The following table sets forth the Significant Guarantors' reserve ratios
and the national average reserve ratio for all guarantors for the five federal
fiscal years shown for which information is available:*

<TABLE>
<CAPTION>
                                                         Reserve Ratio as of
                                                               Close of
                                                         Federal Fiscal Year
                                                       ------------------------
Guarantors                                             1995 1996 1997 1998 1999
----------                                             ---- ---- ---- ---- ----
<S>                                                    <C>  <C>  <C>  <C>  <C>
All Guarantee Agencies................................                      **
</TABLE>
--------
*  We obtained the information in the table above from the Department's FY94-96
   Federal Student Loan Programs Data Book (for fiscal year 1995), from the
   latest available Department of Education reports (for fiscal years 1996,
   1997 and 1998) and from the Significant Guarantors (for fiscal year 1999).
   The Seller, Sallie Mae and the Underwriters have not audited or
   independently verified this information for accuracy or completeness.
** Not Available.

                                      S-27
<PAGE>

    Recovery Rates.  A Guarantor's recovery rate, which provides a measure of
the effectiveness of the collection efforts against defaulting borrowers after
the guarantee claim has been satisfied, is determined for each year by dividing
the cumulative amount recovered from borrowers by the Guarantor by the
cumulative aggregate amount of default claims paid by the Guarantor. The table
below sets forth the cumulative recovery rates for each of the Significant
Guarantors for the five federal fiscal years shown for which information is
available:*

<TABLE>
<CAPTION>
                                   Recovery Rate
                                Federal Fiscal Year
                              ----------------------------
Guarantors                    1995  1996  1997  1998  1999
----------                    ----  ----  ----  ----  ----
<S>                           <C>   <C>   <C>   <C>   <C>
                                  %     %     %     %     %
</TABLE>
--------
* We obtained the information in the table above from privately published
  compilations of DOE data (for fiscal years 1995 and 1996) and from the
  Significant Guarantors (for fiscal years 1997, 1998 and 1999). The Seller,
  Sallie Mae and the Underwriters have not audited or independently verified
  this information for accuracy or completeness.

    Claims Rate.* The following table sets forth the claims rates of each
Significant Guarantor for each of the five federal fiscal years shown:**

<TABLE>
<CAPTION>
                                   Claims Rate
                             ----------------------------
                               Federal Fiscal Year
                             ----------------------------
Guarantors                   1995  1996  1997  1998  1999
----------                   ----  ----  ----  ----  ----
<S>                          <C>   <C>   <C>   <C>   <C>
                                %     %     %     %     %
</TABLE>
--------
*  The Department is required to make reinsurance payments to Guarantors with
   respect to FFELP loans in default that are subject to specified reductions
   when the Guarantor's claims rate for a fiscal year equals or exceeds certain
   trigger percentages of the aggregate original principal amount of FFELP
   loans guaranteed by such Guarantor that are in repayment on the last day of
   the prior fiscal year. See Appendix A to the Prospectus.
** We obtained the information in the table above from annually published DOE
   reports. The Seller, Sallie Mae and the Underwriters have not audited or
   independently verified this information for accuracy or completeness.

    Each Guarantee Agency's guarantee obligations with respect to any Trust
Student Loan is conditioned upon the satisfaction of all the conditions in the
applicable Guarantee Agreement. These conditions include, but are not limited
to, the following:

  .  the origination and servicing of such Trust Student Loan being performed
     in accordance with the FFELP, the Act, such Guarantee Agency's rules and
     other applicable requirements;

  .  the timely payment to the Guarantee Agency of the guarantee fee payable
     on the Trust Student Loan; and

  .  the timely submission to the Guarantee Agency of all required pre-claim
     delinquency status notifications and of the claim on the Trust Student
     Loan.

                                      S-28
<PAGE>

    Failure to comply with any of the applicable conditions, including those
listed above, may result in the refusal of the Guarantee Agency to honor its
Guarantee Agreements on the Trust Student Loan, in the denial of guarantee
coverage for certain accrued interest amounts or in the loss of certain
Interest Subsidy Payments and Special Allowance Payments.

    Prospective investors should consult the DOE Data Books for further
information concerning the Guarantors.

Cure Period for Trust Student Loans

    Sallie Mae, the Seller or the Servicer, as the case may be, will be
obligated to repurchase (or purchase in the case of the Servicer), or to
substitute Qualified Substitute Student Loans for, any Trust Student Loan in
the event of a material breach by such party of certain representations,
warranties or covenants concerning the Trust Student Loan, following a period
during which the breach may be cured. For purposes of Trust Student Loans the
cure period will be 120 days, except that in the case of certain
representations, warranties or covenants, the breach of which may be cured by
the reinstatement of the Guarantor's guarantee of such Trust Student Loan, the
cure period will be 360 days, in each case following the earlier of the date on
which the breach is discovered and the date of the Servicer's receipt of the
Guarantor reject transmittal form with respect to the Trust Student Loan. The
repurchase (or purchase in the case of the Servicer) or substitution will be
made not later than the end of the 120-day period or not later than the 60th
day following the end of the 360 day cure period, as applicable.

    Notwithstanding the foregoing, if as of the last Business Day of any month
the aggregate principal amount of Trust Student Loans for which claims have
been filed with and rejected by a Guarantor as a result of a breach by the
Seller or the Servicer or for which the Servicer determines that claims cannot
be filed pursuant to the Higher Education Act as a result of such a breach
exceeds   % of the Pool Balance, the Servicer and/or the Seller, as applicable,
will be required to purchase, within 30 days of a written request by the
Eligible Lender Trustee or the Indenture Trustee, affected Trust Student Loans
in an aggregate principal amount such that after the purchases the aggregate
principal amount of affected Trust Student Loans is less than   % of the Pool
Balance. The Trust Student Loans to be purchased by the Servicer and/or the
Seller pursuant to the preceding sentence will be based on the date of claim
rejection, with the Trust Student Loans with the earliest of these dates to be
purchased first. See "Servicing and Administration--Servicer Covenants" and
"Transfer and Servicing Agreements--Sale of Student Loans to the Trust;
Representations and Warranties of the Seller" and "--Purchase of Student Loans
by the Seller; Representations and Warranties of Sallie Mae" in the Prospectus.

Consolidation of Federal Benefit Billings and Receipts and Guarantor Claims
with Other Trusts

    Due to a Department policy limiting the granting of new lender
identification numbers, the Eligible Lender Trustee will be allowed under the
Trust Agreement to permit trusts, other than the Trust, established by the
Seller to securitize Student Loans to use the Department lender identification
number applicable to the Trust. In that event, the billings submitted to the
Department for Interest Subsidy and Special Allowance Payments on loans in the
Trust would be consolidated with the billings for the payments for Student
Loans in other trusts using the same lender identification number and payments
on the billings would be made by the Department in lump sum form. These lump
sum payments would then be allocated among the various trusts using the same
lender identification number.

    In addition, the sharing of the lender identification number by the Trust
with other trusts may result in the receipt of claim payments from Guarantee
Agencies in lump sum form. In that event, these payments would be allocated
among the trusts in a manner similar to the allocation process for Interest
Subsidy and Special Allowance Payments.

                                      S-29
<PAGE>

    The Department regards the Eligible Lender Trustee as the party primarily
responsible to the Department for any liabilities owed to the Department or
Guarantee Agencies resulting from the Eligible Lender Trustee's activities in
the FFELP. As a result, if the Department or a Guarantee Agency were to
determine that the Eligible Lender Trustee owes a liability to the Department
or a Guarantee Agency on any Student Loan included in a trust using the shared
lender identification number, the Department or that Guarantee Agency would be
likely to collect that liability by offset against amounts due the Eligible
Lender Trustee under the shared lender identification number, including amounts
owed in connection with the Trust.

    In addition, other trusts using the shared lender identification number may
in a given quarter incur consolidation origination fees that exceed the
Interest Subsidy and Special Allowance Payments payable by the Department on
the loans in the other trusts, resulting in the consolidated payment from the
Department received by the Eligible Lender Trustee under the lender
identification number for that quarter equaling an amount that is less than the
amount owed by the Department on the loans in the Trust for that quarter.

    The Servicing Agreement for the Trust and the servicing agreements for the
other trusts established by the Seller that share the lender identification
number to be used by the Trust will require any trust (including the Trust) to
indemnify the other trusts against a shortfall or an offset by the Department
or a Guarantee Agency arising from the Student Loans held by the Eligible
Lender Trustee on the trust's behalf.

                                      S-30
<PAGE>

                         DESCRIPTION OF THE SECURITIES

General

    The Notes will be issued under the Indenture and the Certificates will be
issued under the Trust Agreement, in each case substantially in the form filed
as an exhibit to the Registration Statement of which this Prospectus Supplement
is a part. The following summary describes some terms of the Notes, the
Certificates, the Indenture, the Trust Agreement and the Swap Agreement. The
Prospectus describes other terms of the Notes and the Certificates. See
"Description of the Notes," "Description of the Certificates" and "Certain
Information Regarding the Securities" in the Prospectus. The summary does not
cover every detail and is subject to the provisions of the Notes, the
Certificates, the Indenture, the Trust Agreement and the Swap Agreement.

The Notes

    Distributions of Interest. Interest will accrue on the principal balances
of the Notes at their respective Note Rates. Interest will accrue during each
Accrual Period and will be payable to the Noteholders quarterly on each
Distribution Date. Interest accrued as of any Distribution Date but not paid on
that Distribution Date will be due on the next Distribution Date together with
an amount equal to interest on this amount at the applicable rate per annum
specified above. Interest payments on the Notes for any Distribution Date will
generally be funded from Available Funds and amounts on deposit in the Reserve
Account remaining after the distribution of the Primary Servicing Fee, the
Administration Fee and the Swap Fee for that Distribution Date. See "--
Distributions" and "--Credit Enhancement." If these sources are insufficient to
pay the Noteholders' Interest Distribution Amount for such Distribution Date,
the shortfall will be allocated pro rata to the Class A-1 Noteholders and the
Class A-2 Noteholders (based upon the total amount of interest then due on each
class of Notes).

    The "Class A-1T Rate" for each Accrual Period will be equal to the daily
weighted average of the T-Bill Rates within that Accrual Period (determined as
described under "--Determination of T-Bill Rates") plus   %. The "Class A-2T
Rate" for each Accrual Period will be equal to the daily weighted average of
the T-Bill Rates within that Accrual Period plus   %. The weighted average
calculations described above will be based on the actual number of days in that
Accrual Period.

    The Class A-1T Rate and the Class A-2T Rate will be adjusted weekly on the
calendar day following each auction of 91-day Treasury Bills, except that

  .   the Class A-1T Rate and the Class A-2T Rate in effect from the first
      day of each Accrual Period, including the initial Accrual Period,
      through the day of the first 91-day Treasury Bill auction on or after
      the first day of each Accrual Period will be based on the results of
      the most recent 91-day Treasury Bill auction prior to that day and

  .   the Class A-1T Rate and the Class A-2T Rate will be subject to a Lock-
      In Period of six business days preceding each Distribution Date. See
      "--Determination of T-Bill Rates."

    The "Class A-1L Rate" for each Accrual Period will be equal to Three-Month
LIBOR, except for the First Accrual Period, which will be   -Month LIBOR, on
the second business day before the beginning of that Accrual Period (determined
as set forth under "--Determination of LIBOR") plus    %. The "Class A-2L Rate"
for each Accrual Period will be equal to Three-Month LIBOR, except for the
First Accrual Period, which will be   -Month LIBOR, on the second business day
before the beginning of that Accrual Period plus   %.

    Distributions of Principal.  Principal payments will be made to the
Noteholders on each Distribution Date in an amount generally equal to the
Principal Distribution Amount for that

                                      S-31
<PAGE>

Distribution Date, until the principal balance of the Notes is reduced to zero.
Principal payments on the Notes will generally be derived from Available Funds
remaining after the distribution of the Primary Servicing Fee, the
Administration Fee, the Swap Fee, the Noteholders' Interest Distribution Amount
and the Certificateholders' Return Distribution Amount. See "--Distributions",
"--Credit Enhancement" and "--The Certificates--Subordination of the
Certificates." If these sources are insufficient to pay the Noteholders'
Principal Distribution Amount for a Distribution Date, the shortfall will be
added to the principal payable to the Noteholders on subsequent Distribution
Dates. Amounts on deposit in the Reserve Account (other than amounts in excess
of the Specified Reserve Account Balance) will not be available to make
principal payments on the Notes except at maturity or on the Final Distribution
Date upon termination of the Trust.

    Principal payments on the Notes will be applied on each Distribution Date,
first pro rata to the principal balances of the Class A-1T Notes and the Class
A-1L Notes until retired and second pro rata to the principal balances of the
Class A-2T Notes and the Class A-2L Notes until retired. However, following the
occurrence of an event of default and the exercise by the Indenture Trustee of
remedies under the Indenture, principal payments on the Notes will be made pro
rata, without preference or priority. The aggregate outstanding principal
amount of the Class A-1 Notes will be due and payable in full on the Class A-1
Maturity Date and that of the Class A-2 Notes will be due and payable in full
on the Class A-2 Maturity Date. The actual date on which the aggregate
outstanding principal and accrued interest of the Class A-1 Notes or the Class
A-2 Notes are paid may be earlier than their maturity dates, based on a variety
of factors.

The Certificates

    Return on Certificates.  Certificateholders will be entitled to
distributions of return on the Certificate Balance at the Certificate Rate.
Return on the Certificates will accrue during each Accrual Period, will be
calculated as provided below and will be distributable quarterly on each
Distribution Date. Return on the Certificates payable on any Distribution Date
but not distributed on that Distribution Date will be payable on the next
Distribution Date increased by an amount equal to return on the amount at the
Certificate Rate. Distributions with respect to return on the Certificates for
any Distribution Date will generally be funded from the portion of the
Available Funds and the amounts on deposit in the Reserve Account remaining
after the distribution of the Primary Servicing Fee, the Administration Fee,
the Swap Fee and the Noteholders' Interest Distribution Amount for that
Distribution Date. See "--Distributions", "--Credit Enhancement--Reserve
Account" and "--The Certificates--Subordination of the Certificates."

    The "Certificate Rate" for each Accrual Period will be equal to Three-Month
LIBOR, except for the first Accrual Period, which will be   -Month LIBOR, on
the second business day before the beginning of that Accrual Period (determined
as described under "--Determination of LIBOR") plus   %.

    Distributions in Respect of Certificate Balance. Certificateholders will be
entitled to distributions on each Distribution Date after the Notes are retired
in an amount generally equal to the Certificate Balance Distribution Amount for
such Distribution Date. Distributions in respect of the Certificate Balance for
such Distribution Date will generally be funded from the portion of Available
Funds and amounts on deposit in the Reserve Account remaining after
distribution of the Primary Servicing Fee, the Administration Fee, the Swap Fee
and the Certificateholders' Return Distribution Amount for such Distribution
Date. Amounts on deposit in the Reserve Account (other than amounts in excess
of the Specified Reserve Account Balance) will not be available to make
payments on the Certificate Balance except on the Final Distribution Date upon
termination of the Trust. See "--Distributions" and "--Credit Enhancement--
Reserve Account."

                                      S-32
<PAGE>

    Any remaining Certificate Balance will be distributed in full on the Final
Distribution Date. The actual date on which the final distribution on the
Certificates will be made may be earlier than the Final Distribution Date,
however, based on a variety of factors.

    Subordination of the Certificates. On any Distribution Date distributions
of return on the Certificates will be subordinated to the payment of interest
on the Notes and distributions of the Certificate Balance will be subordinated
to the payment of both interest and principal on the Notes. Consequently, on
any Distribution Date, Available Funds and amounts on deposit in the Reserve
Account remaining after payment of the Primary Servicing Fee, the
Administration Fee and the Swap Fee will be applied to the payment of interest
on the Notes prior to any distribution from these sources of return on the
Certificates and no distributions of the Certificate Balance will be made until
the Notes have been retired.

  Notwithstanding the foregoing, if

  (a) on any Distribution Date following all distributions to be made on that
Distribution Date, the outstanding principal amount of the Notes would be in
excess of:

  .  the outstanding principal balance of the Trust Student Loans plus

  .  any accrued but unpaid interest on the Trust Student Loans as of the
     last day of the related Collection Period plus

  .  the balance of the Reserve Account on the Distribution Date following
     the distributions minus

  .  the Specified Reserve Account Balance for that Distribution Date, or

  (b) an insolvency event involving the Seller or an event of default under the
Indenture has occurred and is continuing.

  The amounts on deposit in the Collection Account and the Reserve Account will
be applied on the Distribution Date to the payment of the Noteholders'
Distribution Amount before any amounts are applied to the payment of the
Certificateholders' Distribution Amount.

Determination of T-Bill Rates

    "T-Bill Rate" means, on any day, the weighted average per annum discount
rate (expressed on a bond equivalent basis and applied on a daily basis) for
direct obligations of the United States with a maturity of thirteen weeks ("91-
day Treasury Bills") sold at the most recent 91-day Treasury Bill auction prior
to that date, as reported by the U.S. Department of the Treasury. In the event
that the results of the auctions of 91-day Treasury Bills cease to be reported
as provided above, or that no auction is held in a particular week, then the T-
Bill Rate in effect as a result of the last such publication or report will
remain in effect until the results of auctions of 91-day Treasury Bills are
reported again or an auction is held. The T-Bill Rate will be subject to a
Lock-In Period of six business days.

    "Lock-In Period" means the period of days preceding any Distribution Date
during which the Class A-1T Rate and Class A-2T Rate in effect on the first day
of such period will remain in effect until the end of the Accrual Period
related to such Distribution Date.

    Accrued interest on the Class A-1T Notes and the Class A-2T Notes from and
including the Closing Date or the preceding Distribution Date, as applicable,
to but excluding the current Distribution Date is calculated by multiplying the
principal amount of such Notes by an "accrued interest factor." This factor is
calculated by adding the interest rates applicable to each day on which each
such Note has been outstanding since the Closing Date or the preceding
Distribution Date, as

                                      S-33
<PAGE>

applicable, and dividing the sum by 365 (or by 366 in the case of accrued
interest which is payable on a Distribution Date in a leap year) and rounding
the resulting number to nine decimal places.

    The following tables set forth the accrued interest factors that would have
been applicable to any Class A-1T Note or Class A-2T Note bearing interest at
the indicated rates, assuming a 365-day and 366-day year, respectively:

                 Accrued Interest Factors -- 365-Day Assumption

<TABLE>
<CAPTION>
                                                            Assumed
                                                            Interest    Accrued
                                                            Rate on    Interest
                                                   Days       the     Receivable
Settlement Date                                 Outstanding  Notes      Factor
---------------                                 ----------- --------  -----------
<S>                                             <C>         <C>       <C>
  1st..........................................       0     5.50000%  0.000000000
  2nd..........................................       1     5.50000   0.000150685
  3rd..........................................       2     5.50000   0.000301370
  4th..........................................       3     5.50000   0.000452055
  5th*.........................................       4     5.65000   0.000606849
  6th..........................................       5     5.65000   0.000761644
  7th..........................................       6     5.65000   0.000916438
  8th..........................................       7     5.65000   0.001071233
  9th..........................................       8     5.65000   0.001226027
  10th.........................................       9     5.65000   0.001380822
</TABLE>

                 Accrued Interest Factors -- 366-Day Assumption

<TABLE>
<CAPTION>
                                                            Assumed
                                                            Interest    Accrued
                                                            Rate on    Interest
                                                   Days       the     Receivable
Settlement Date                                 Outstanding  Notes      Factor
---------------                                 ----------- --------  -----------
<S>                                             <C>         <C>       <C>
  1st..........................................       0     5.00000%  0.000000000
  2nd..........................................       1     5.00000   0.000136612
  3rd..........................................       2     5.00000   0.000273224
  4th..........................................       3     5.00000   0.000409836
  5th*.........................................       4     5.15000   0.000546448
  6th..........................................       5     5.15000   0.000687158
  7th..........................................       6     5.15000   0.000827869
  8th..........................................       7     5.15000   0.000968579
  9th..........................................       8     5.15000   0.001109290
  10th.........................................       9     5.15000   0.001250000
</TABLE>
--------
* First interest rate adjustment (91-day Treasury bills are generally auctioned
  weekly).

    The numbers in this table are examples given for information purposes only
and are in no way a prediction of interest rates on any Notes.

Determination of LIBOR

    "Three-Month LIBOR" and "   -Month LIBOR" mean, with respect to any Accrual
Period, the London interbank offered rate for deposits in U.S. dollars having a
maturity of three months or     months, respectively, commencing on the first
day of the Accrual Period (the "Index Maturity") which appears on Telerate Page
3750 as of 11:00 a.m. London time, on the related LIBOR Determination Date. If
this rate does not appear on Telerate Page 3750, the rate for that day will be
determined on the basis of the rates at which deposits in U.S. dollars, having
the Index Maturity and in a principal amount of not less than U.S. $1,000,000,
are offered at approximately 11:00 a.m., London time, on that

                                      S-34
<PAGE>

LIBOR Determination Date, to prime banks in the London interbank market by the
Reference Banks. The Administrator will request the principal London office of
each Reference Bank to provide a quotation of its rate. If the Reference Banks
provide at least two quotations, the rate for that day will be the arithmetic
mean of the quotations. If the Reference Banks provide fewer than two
quotations, the rate for that day will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Administrator, at
approximately 11:00 a.m. New York time, on that LIBOR Determination Date, for
loans in U.S. dollars to leading European banks having the Index Maturity and
in a principal amount of not less than U.S. $1,000,000. If the banks selected
as described above are not providing quotations, Three-Month LIBOR in effect
for the applicable Accrual Period will be Three-Month LIBOR in effect for the
previous Accrual Period.

    "LIBOR Determination Date" means, for each Accrual Period, the second
business day before the beginning of that Accrual Period.

    "Telerate Page 3750" means the display page so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices).

    "Reference Banks" means four major banks in the London interbank market
selected by the Administrator.

    For purposes of calculating Three-Month LIBOR or   -Month LIBOR, a business
day is any day on which banks in New York City and the City of London are open
for the transaction of international business. Interest due for any Accrual
Period will be determined based on the actual number of days elapsed in such
Accrual Period over a 360-day year.

    Information concerning the current 91-day Treasury Bill Rate, the accrued
interest factor, Three-Month LIBOR and   -Month LIBOR will be available on
Sallie Mae's website at http://investors.salliemae.com or by telephoning the
Administrator at (800) 321-7179 between the hours of 9 a.m. and 4 p.m. Eastern
time on any day on which the Reston, VA office of the Administrator is open for
business and will also be available through Dow Jones Telerate Service or
Bloomberg L.P.

Accounts

    The Administrator will establish and maintain in the name of the Indenture
Trustee the Collection Account and the Reserve Account, on behalf of the
Noteholders and the Certificateholders.

    Funds in the Collection Account and the Reserve Account (collectively, the
"Trust Accounts") will be invested as provided in the Trust Indenture in
Eligible Investments. "Eligible Investments" are generally limited to
investments acceptable to the Rating Agencies as being consistent with the
rating of the Notes. Subject to some conditions, Eligible Investments may
include securities or other obligations issued by Sallie Mae, the Seller or
their affiliates or trusts originated by the Seller or its affiliates. Eligible
Investments are limited to obligations or securities that mature not later than
the business day immediately preceding the next Distribution Date or the next
Monthly Servicing Payment Date (to the extent of the Primary Servicing Fee).

Servicing Compensation/1/

    The Servicer will be entitled to receive the Servicing Fee in an amount
equal to the Primary Servicing Fee and the Carryover Servicing Fee as
compensation for performing the functions as servicer
--------
/1/For illustrative purposes only. As specified in the Prospectus Supplement,
   the Servicing Fee may be comprised of a specified percentage per annum of
   the Pool Balance, a unit amount based upon loan status and/or the number of
   accounts in the Trust as of the time set forth in the related Prospectus
   Supplement, a specified periodic fixed amount, a combination thereof or any
   other formulation, plus certain specified amounts payable to the Servicer
   for certain tasks performed by the Servicer in a Collection Period.

                                      S-35
<PAGE>

for the Trust described above. The Primary Servicing Fee will be payable on
each Monthly Servicing Payment Date and will be paid solely out of Available
Funds and amounts on deposit in the Reserve Account on such date. The Carryover
Servicing Fee will be payable to the Servicer on each Distribution Date out of
Available Funds after payment on such Distribution Date of the Primary
Servicing Fee, the Administrative Fee, the Swap Fee, the Noteholders'
Distribution Amount, the Certificateholders' Distribution Amount, and the
amount, if any, necessary to be deposited in the Reserve Account to reinstate
its balance to the Specified Reserve Account Balance. The Carryover Servicing
Fee will be subject to increase agreed to by the Administrator, the Eligible
Lender Trustee and the Servicer to the extent that a demonstrable and
significant increase occurs in the costs incurred by the Servicer in providing
the services to be provided under the Servicing Agreement, whether due to
changes in applicable governmental regulations, guarantor program requirements
or regulations, or postal rates.

Distributions

    Deposits to Collection Account.  On or about the third business day prior
to each Distribution Date (the "Determination Date"), the Servicer and the
Administrator will provide the Indenture Trustee with certain information as to
the preceding Collection Period, including the amount of Available Funds
received from the Trust Student Loans and the aggregate Purchase Amount of the
Trust Student Loans to be repurchased by the Seller or to be purchased by the
Servicer.

    Except as provided in the next paragraph, the Servicer will deposit all
payments on Student Loans (from whatever source) and all proceeds of Student
Loans collected by it during each Collection Period into the Collection Account
within two business days of receipt. Except as provided in the next paragraph,
the Eligible Lender Trustee will deposit all Interest Subsidy Payments and all
Special Allowance Payments on the Student Loans received by it for each
Collection Period into the Collection Account within two business days of
receipt.

    However, for so long as

  .  the senior unsecured obligations of the Administrator (or any affiliate
     of the Administrator that guarantees the obligations of the
     Administrator under the Administration Agreement) have been assigned a
     long-term rating of not less than "AA-" (or equivalent rating) or a
     short-term rating of not less than "A-1" (or equivalent rating) by each
     of the Rating Agencies or the remitting by the Servicer and the Eligible
     Lender Trustee of the amounts referred to above to the Administrator
     will not result in a downgrading or withdrawal of any of the then
     current ratings of any of the Securities by any of the Rating Agencies,
     and

  .  no Administrator Default has occurred and is continuing,

the Servicer and the Eligible Lender Trustee will remit the amounts referred to
above that would otherwise be deposited by it into the Collection Account to
the Administrator within two business days of receipt, and the Administrator
will remit such amounts to the Collection Account on or before the business day
preceding each Monthly Servicing Payment Date (to the extent of the Primary
Servicing Fee payable on such date) and on or before the business day preceding
each Distribution Date (to the extent of the remainder of such amounts),
together with interest on such amounts calculated from the first day of the
month following receipt by the Administrator through the last day of the
related Collection Period at the federal funds rate for each day during such
period less   %. See "Servicing and Administration--Payments on Student Loans"
in the Prospectus.

    The term "Available Funds" means, as to a Distribution Date or any related
Monthly Servicing Payment Date, the sum of the following amounts for the
related Collection Period (or, in the case of a Monthly Servicing Payment Date,
the applicable portion of these amounts):

  .  all collections received by the Servicer on the Trust Student Loans
     (including any Guarantee Payments received on the Trust Student Loans
     but net of (a) any collections in respect of

                                      S-36
<PAGE>

     principal on the Trust Student Loans applied by the Trust to repurchase
     guaranteed loans from the Guarantors under the Guarantee Agreements and
     (b) amounts required by the Higher Education Act to be paid to the
     Department or to be repaid to borrowers (whether or not in the form of a
     principal reduction of the applicable Trust Student Loan), on the Trust
     Student Loans for that Collection Period);

  .  any Interest Subsidy Payments and Special Allowance Payments received by
     the Servicer or the Eligible Lender Trustee during that Collection
     Period for the Trust Student Loans;

  .  all proceeds of the liquidation of defaulted Trust Student Loans
     ("Liquidated Student Loans"), which became Liquidated Student Loans
     during that Collection Period in accordance with the Servicer's
     customary servicing procedures, net of expenses incurred by the Servicer
     related to their liquidation and any amounts required by law to be
     remitted to the borrower on the Liquidated Student Loans ("Liquidation
     Proceeds"), and all recoveries on Liquidated Student Loans which were
     written off in prior Collection Periods or during that Collection
     Period;

  .  the aggregate Purchase Amounts received during that Collection Period
     for those Trust Student Loans repurchased by the Seller or purchased by
     the Servicer ("Purchased Student Loans");

  .  the aggregate amounts, if any, received from the Seller or the Servicer,
     as the case may be, as reimbursement of non-guaranteed interest amounts,
     or lost Interest Subsidy Payments and Special Allowance Payments, on the
     Trust Student Loans pursuant to the Sale Agreement or the Servicing
     Agreement, respectively;

  .  amounts received by the Trust pursuant to the Servicing Agreement during
     that Collection Period as to yield or principal adjustments;

  .  investment earnings for that Distribution Date and any interest remitted
     by the Administrator to the Collection Account prior to such
     Distribution Date or Monthly Servicing Payment Date as described in the
     preceding paragraph; and

  .  amounts received from the Swap Counterparty for that Distribution Date;

provided that if on any Distribution Date there would not be sufficient funds,
after application of Available Funds (as defined above) and amounts available
from the Reserve Account, to pay any of the items specified in clauses (b)
through (k) under "--Distributions--Distributions from Collection Account,"
then Available Funds for that Distribution Date will include, in addition to
the Available Funds (as defined above), amounts on deposit in the Collection
Account (or amounts held by the Administrator, or which the Administrator
reasonably estimates to be held by the Administrator, for deposit into the
Collection Account) on the Determination Date which would have constituted
Available Funds for the Distribution Date succeeding that Distribution Date,
up to the amount necessary to pay such items, and the Available Funds for the
succeeding Distribution Date will be adjusted accordingly.

    Distributions from Collection Account. On each Monthly Servicing Payment
Date that is not a Distribution Date, the Administrator will instruct the
Indenture Trustee to pay to the Servicer the Primary Servicing Fee due for the
period from and including the preceding Monthly Servicing Payment Date from
amounts on deposit in the Collection Account. On each Distribution Date, the
Administrator will instruct the Indenture Trustee to make the following
deposits and distributions, in the amounts and in the order of priority shown
below, except as otherwise provided under "Description of the Securities--The
Certificates--Subordination of the Certificates" and "--The Notes--
Distributions of Principal", to the extent of the Available Funds for that
Distribution Date:

      (a) to the Servicer, the Primary Servicing Fee due on that Distribution
  Date;

      (b) to the Administrator, the Administration Fee due on that
  Distribution Date and all prior unpaid Administration Fees;

                                     S-37
<PAGE>

      (c) to the Swap Counterparty, the Swap Fee;

      (d) to the Noteholders, the Noteholders' Interest Distribution Amount,
  pro rata, based on the amounts payable on the Notes as Noteholders'
  Interest Distribution Amount;

      (e) to the Eligible Lender Trustee on behalf of the Certificateholders,
  the Certificateholders' Return Distribution Amount, for distribution by the
  Eligible Lender Trustee pursuant to the Trust Agreement, pro rata, based on
  the amounts payable as Certificateholders' Return Distribution Amount;

      (f) to the Class A-1 Noteholders, the Noteholders' Principal
  Distribution Amount, pro rata;

      (g) on each Distribution Date on and after which the Class A-1 Notes
  have been paid in full, to the Class A-2 Noteholders, the Noteholders'
  Principal Distribution Amount, pro rata;

      (h) on each Distribution Date on and after which the Notes have been
  paid in full, to the Eligible Lender Trustee on behalf of the
  Certificateholders, the Certificate Balance Distribution Amount, for
  distribution by the Eligible Lender Trustee pursuant to the Trust
  Agreement, pro rata;

      (i) to the Reserve Account, the amount, if any, necessary to reinstate
  the balance of the Reserve Account to the Specified Reserve Account
  Balance;

      (j) to the Swap Counterparty, the aggregate unpaid amount of any
  payments owing by the Trust to the Swap Counterparty under the Swap
  Agreement;

      (k) to the Servicer, the aggregate unpaid amount of the Carryover
  Servicing Fee, if any; and

      (l) to the Reserve Account, any remaining amounts after application of
  clauses (a) through (k).

    Notwithstanding the foregoing, in the event the Trust Student Loans are
not sold on the Trust Auction Date, on each subsequent Distribution Date on
which the Pool Balance is equal to 10% or less of the Initial Pool Balance, if
the amount on deposit in the Reserve Account on that Distribution Date (after
giving effect to all withdrawals from the Reserve Account on such Distribution
Date, except withdrawals payable to the Seller) is in excess of the Specified
Reserve Account Balance for that Distribution Date, the Administrator will
direct the Indenture Trustee to distribute the amount of this excess as
accelerated payments of principal on the Notes and distributions on the
Certificate Balance.

    For these purposes, the following terms have the following meanings:

    "Certificate Balance" equals $     on the Closing Date and, after the
Closing Date, equals the initial Certificate Balance, reduced by all previous
distributions on the Certificate Balance.

    "Certificate Balance Distribution Amount" means, on each Distribution
Date, the excess of (i) the sum of (a) the Principal Distribution Amount for
that Distribution Date, (b) the Note Principal Shortfall as of the close of
the preceding Distribution Date and (c) the Certificate Balance Shortfall as
of the close of the preceding Distribution Date over (ii) the Note Principal
Distribution Amount for that Distribution Date; provided that the Certificate
Balance Distribution Amount will in no event exceed the Certificate Balance.
In addition, on the Final Distribution Date, the Certificate Balance to be
distributed to the Certificateholders will include the amount required to
reduce the outstanding Certificate Balance to zero.

    "Certificate Balance Shortfall" means, as of the close of any Distribution
Date, the excess of (a) the Certificate Balance Distribution Amount on that
Distribution Date over (b) the amount of distributions made on the Certificate
Balance on that Distribution Date.

                                     S-38
<PAGE>

    "Certificateholders' Distribution Amount" means, for any Distribution Date,
the Certificateholders' Return Distribution Amount for that Distribution Date
plus the Certificate Balance Distribution Amount for that Distribution Date.

    "Certificateholders' Return Distribution Amount" means, for any
Distribution Date, the sum of (a) return on the Certificates accrued at the
Certificate Rate for the related Accrual Period on the outstanding Certificate
Balance on the immediately preceding Distribution Date, after giving effect to
all distributions to Certificateholders on the Certificate Balance on the
preceding Distribution Date (or, in the case of the first Distribution Date, on
the Closing Date) and (b) the Certificate Return Shortfall for Distribution
Date.

    "Certificate Return Shortfall" means, for any Distribution Date, the excess
of (a) the Certificateholders' Return Distribution Amount on the preceding
Distribution Date over (b) the return on the Certificates actually distributed
to the Certificateholders on the preceding Distribution Date, plus return on
the amount of such excess, to the extent permitted by law, at the Certificate
Rate from the preceding Distribution Date to the current Distribution Date.

    "Noteholders' Distribution Amount" means, for any Distribution Date, the
sum of the Noteholders" Interest Distribution Amount and the Noteholders'
Principal Distribution Amount for that Distribution Date.

    "Noteholders' Interest Distribution Amount" means, for any Distribution
Date, the sum of (i) the amount of interest accrued at the respective Note
Rates for the related Accrual Period on the aggregate outstanding principal
balances of all classes of Notes on the immediately preceding Distribution Date
after giving effect to all principal distributions to holders of Notes on date
(or, in the case of the first Distribution Date, on the Closing Date) and (ii)
the Note Interest Shortfall for that Distribution Date.

    "Noteholders' Principal Distribution Amount" means, for any Distribution
Date, the Principal Distribution Amount for that Distribution Date plus the
Note Principal Shortfall as of the close of the preceding Distribution Date;
provided that the Noteholders' Principal Distribution Amount will not exceed
the outstanding principal balance of the Notes. In addition, (a) on the Class
A-1 Maturity Date, the principal required to be distributed to Class A-1
Noteholders will include the amount required to reduce the outstanding
principal balance of the Class A-1 Notes to zero and (b) on the Class A-2
Maturity Date, the principal required to be distributed to the Class A-2
Noteholders will include the amount required to reduce the outstanding
principal balance of the Class A-2 Notes to zero.

    "Note Interest Shortfall" means, for any Distribution Date, the excess of
(a) the Noteholders' Interest Distribution Amount on the preceding Distribution
Date over (b) the amount of interest actually distributed to the Noteholders on
such preceding Distribution Date, plus interest on the amount of the excess
interest due to the Noteholders, to the extent permitted by law, at the
weighted average interest rate borne by all classes of Notes from such
preceding Distribution Date to the current Distribution Date.

    "Note Principal Shortfall" means, as of the close of any Distribution Date,
the excess of (a) the Noteholders' Principal Distribution Amount on such
Distribution Date over (b) the amount of principal actually distributed to the
Noteholders on that Distribution Date.

    "Pool Balance" for any date means the aggregate principal balance of the
Trust Student Loans on that date, including accrued interest that is expected
to be capitalized, as reduced by:

  .  all payments received by the Trust through that date from borrowers, the
     Guarantee Agencies and the Department;

                                      S-39
<PAGE>

  .  all amounts received by the Trust through that date from purchases of
     the Trust Student Loans by the Seller or the Servicer;

  .  all Liquidation Proceeds and Realized Losses on the Trust Student Loans
     liquidated through that date;

  .  the amount of any adjustments to balances of the Trust Student Loans
     that the Servicer makes under the Servicing Agreement through that date;
     and

  .  the amount by which Guarantor reimbursements of principal on defaulted
     Trust Student Loans through that date are reduced from 100% to 98% (or
     other applicable percentage), as required by the risk sharing provisions
     of the Higher Education Act.

    "Principal Distribution Amount" means (a) as to the initial Distribution
Date, the amount by which the sum of the outstanding principal amount of the
Notes and the Certificate Balance exceeds the Adjusted Pool Balance for that
Distribution Date and (b) as to each subsequent Distribution Date, the amount
by which the Adjusted Pool Balance for the preceding Distribution Date exceeds
the Adjusted Pool Balance for that Distribution Date. For this purpose,
"Adjusted Pool Balance" means, for any Distribution Date, (a) if the Pool
Balance as of the last day of the related Collection Period is greater than 40%
of the Initial Pool Balance, the sum of such Pool Balance and the Specified
Reserve Account Balance for that Distribution Date, or (b) if the Pool Balance
as of the last day of the related Collection Period is less than or equal to
40% of the Initial Pool Balance, that Pool Balance. The "Initial Pool Balance"
means the Pool Balance as of the Cutoff Date.

    "Realized Loss" means the excess of the principal balance (including any
interest that had been or had been expected to be capitalized) of any
Liquidated Student Loan over Liquidation Proceeds for a Student Loan to the
extent allocable to principal (including any interest that had been or had been
expected to be capitalized).

Credit Enhancement

    Reserve Account.  Under the Sale Agreement, the Reserve Account will be
created with an initial deposit by the Trust on the Closing Date of cash or
Eligible Investments in an amount equal to the Reserve Account Initial Deposit.
The Reserve Account will be augmented on each Distribution Date, by deposit
therein of (a) the amount, if any, necessary to reinstate the balance of the
Reserve Account to the Specified Reserve Account Balance from the amount of
Available Funds remaining after payment of the Primary Servicing Fee, the
Administration Fee, the Swap Fee, the Noteholders' Distribution Amount and the
Certificateholders' Distribution Amount, all for that Distribution Date, and
(b) any remaining Available Funds after application of clause (a) above and
after payment of any amount owing to the Swap Counterparty and Carryover
Servicing Fee as of that Distribution Date. See "--Distributions".

    As described below, subject to certain limitations, amounts on deposit in
the Reserve Account will be released to the Seller to the extent that the
amount on deposit in the Reserve Account exceeds the Specified Reserve Account
Balance. If the market value of securities and cash in the Reserve Account on
any Distribution Date is sufficient to pay the remaining principal amount of
and interest accrued on the Notes, to reduce the Certificate Balance to zero
and to pay any accrued return and to pay any amount owing to the Swap
Counterparty and Carryover Servicing Fee, these assets will be so applied on
such Distribution Date.

    "Specified Reserve Account Balance" for any Distribution Date means the
greater of (a)   % of the Pool Balance as of the close of business on the last
day of the related Collection Period and (b)      provided that in no event
will such balance exceed the sum of the outstanding principal amount of the
Notes and the Certificate Balance.

                                      S-40
<PAGE>

    If the amount on deposit in the Reserve Account on any Distribution Date
(after giving effect to all deposits or withdrawals from the Reserve Account on
that Distribution Date) is greater than the Specified Reserve Account Balance
for that Distribution Date, subject to certain limitations, the Administrator
will instruct the Indenture Trustee to distribute the amount of the excess,
after payment of any Note Principal Shortfall, Certificate Balance Shortfall,
payments to the Swap Counterparty and Carryover Servicing Fee, to the Seller.
Upon any distribution to the Seller of amounts from the Reserve Account,
neither the Noteholders nor the Certificateholders will have any rights in, or
claims to, such amounts.

    Except as described in the preceding paragraph, amounts held from time to
time in the Reserve Account will continue to be held for the benefit of the
Trust. Funds will be withdrawn from cash in the Reserve Account on any
Distribution Date (or, in the case of the payment of any Primary Servicing Fee,
on any Monthly Servicing Payment Date) to the extent that the amount of
Available Funds on such Distribution Date (or such Monthly Servicing Payment
Date) is insufficient to pay any of the items specified in clauses (a) through
(e) under "--Distributions--Distributions from Collection Account." These funds
also will be withdrawn at maturity of the Notes or on the Final Distribution
Date upon termination of the Trust to the extent that the amount of Available
Funds at that time is insufficient to pay any of the items specified in clauses
(f) through (h) and, in the case of the final Distribution Date upon
termination of the Trust, clauses (j) and (k) under "--Distributions--
Distributions from Collection Account." Such funds will be paid from the
Reserve Account to the persons and in the order of priority specified for
distributions out of the Collection Account in such clauses (a) through (e),
clauses (f) through (h) and clauses (j) and (k), as applicable.

    The Reserve Account is intended to enhance the likelihood of timely
distributions of interest to the Noteholders and return to the
Certificateholders and to decrease the likelihood that the Noteholders or the
Certificateholders will experience losses. In certain circumstances, however,
the Reserve Account could be reduced to zero. Except on the Final Distribution
Date upon termination of the Trust, amounts on deposit in the Reserve Account
(other than amounts in excess of the Specified Reserve Account Balance) will
not be available to cover any aggregate Swap Counterparty payments or Carryover
Servicing Fees. Amounts on deposit in the Reserve Account will be available to
pay principal on the Notes and accrued interest at the maturity of the Notes,
and to pay the Certificate Balance and accrued return, swap counterparty
payments and the Carryover Servicing Fee on the final Distribution Date upon
termination of the Trust.

    Subordination of the Certificates.  On any Distribution Date distributions
of return on the Certificates will be subordinated to the payment of interest
on the Notes and distributions in respect of the Certificate Balance will be
subordinated to the payment of both interest and principal on the Notes. See
"Description of the Securities--The Certificates--Subordination of the
Certificates".

Administration Fee

    As compensation for the performance of the Administrator's obligations
under the Administration Agreement and the Sale Agreement and as reimbursement
for its related expenses, the Administrator will be entitled to an
administration fee in an amount equal to $    per Collection Period payable in
arrears on each Distribution Date (the "Administration Fee").

Swap Agreement

  Payments under the Swap Agreement. On the Closing Date, the Trust will enter
into a swap agreement (the "Swap Agreement") with       (the "'Swap
Counterparty"). The Swap Agreement will be documented under a 1992 ISDA Master
Agreement (Multicurrency-Cross Border) ("1992 Master Agreement") modified to
reflect the terms of the Notes, the Certificates, the Indenture and the Trust
Agreement. The Swap Agreement will terminate on the Final Distribution Date or,
if earlier, the date on which the Swap Agreement terminates in accordance with
its terms due to an early termination (the "Swap Termination Date").

                                      S-41
<PAGE>

    In accordance with the terms of the Swap Agreement, the Swap Counterparty
will pay to the Administrator on behalf of the Trust, on or before the business
day preceding each Distribution Date while the Swap Agreement is still in
effect, an amount calculated on a quarterly basis equal to the sum of:

  .  the excess, if any, of the Class A-1L Rate over the Student Loan Rate
     multiplied by the Notional Swap Amount for the Class A-1L Notes; plus

  .  the excess, if any, of the Class A-2L Rate over the Student Loan Rate
     multiplied by the Notional Swap Amount for the Class A-2L Notes; plus

  .  the excess, if any, of the Certificate Rate over the Student Loan Rate
     multiplied by the Notional Swap Amount for the Certificates.

    The "Student Loan Rate" for any Accrual Period will be equal to the product
of:

    (a) the quotient obtained by dividing 360 by the actual number of days
elapsed in that Accrual Period; and

    (b) the percentage equivalent of a fraction,

  .  the numerator of which is equal to Expected Interest Collections for the
     related Collection Period less the Primary Servicing Fee, the
     Administration Fee and the Swap Fee and any prior unpaid Administration
     Fees for that Collection Period and

  .  the denominator of which is the Pool Balance as of the first day of that
     Collection Period.

    "Expected Interest Collections" means, for any Collection Period, the sum
of:

  .  the amount of interest accrued, net of amounts required to be paid to
     the Department or to be repaid to Guarantors or borrowers, for the Trust
     Student Loans for that Collection Period (whether or not actually paid);

  .  all Interest Subsidy Payments and Special Allowance Payments pursuant to
     claims submitted by the Eligible Lender Trustee for that Collection
     Period (whether or not actually paid), net of amounts required to be
     paid to the Department, for the Trust Student Loans, to the extent not
     included in the preceding bullet; and

  .  investment earnings on amounts held in the Reserve Account and the
     Collection Account for that Collection Period and interest on amounts to
     be remitted by the Administrator to the Collection Account for that
     Collection Period before the related Distribution Date.

    The "Notional Swap Amount" for any Distribution Date for each of the Class
A-1L Notes, the Class A-2L Notes or the Certificates will be the outstanding
principal balance of those Notes or Certificates on the day immediately
preceding that Distribution Date. The sum of the Notional Swap Amounts for each
of the Class A-1L Notes, the Class A-2L Notes and the Certificates is referred
to as the "Aggregate Notional Swap Amounts".

    In exchange for the Swap Counterparty's payments, the Trust will pay to the
Swap Counterparty, on each Distribution Date while the Swap Agreement is still
in effect, a blended fee (based upon the estimated weighted average life of the
Securities) equal to approximately   % of the Aggregate Notional Swap Amounts
(the "Swap Fee"). The Swap Fee will be paid from the Collection Account before
any payments are made to the Noteholders or Certificateholders.

    In addition, the Swap Counterparty will be paid on each Distribution Date
from the Collection Account, after funds from the Collection Account are
applied, if necessary, to reinstate the Reserve Account Balance to the
Specified Reserve Account Balance, an amount equal to any unreimbursed payments
made by the Swap Counterparty as of that Distribution Date plus interest
thereon.

                                      S-42
<PAGE>

  Modifications and Amendment of the Swap Agreement. The Trust Agreement and
the Indenture will contain provisions permitting the Eligible Lender Trustee,
with the consent of the Indenture Trustee, to enter into any amendment to the
Swap Agreement requested by the Swap Counterparty to cure any ambiguity in, or
correct or supplement any provision of, the Swap Agreement, so long as the
Eligible Lender Trustee determines, and the Indenture Trustee agrees in
writing, that that amendment will not adversely affect the interest of the
Securityholders.

  Conditions Precedent. The obligation of the Trust to pay certain amounts due
under the Swap Agreement will be subject to the conditions that no Swap Default
(as defined below) or event that with the giving of notice or lapse of time or
both would become a Swap Default has occurred and is continuing.

  The Swap Counterparty's obligation to pay such amounts will not be subject to
these conditions unless principal of the Notes has been accelerated following
an Event of Default under the Indenture or an early termination under the Swap
Agreement has occurred or been designated.

  Default Under the Swap. "Events of Default" under the Swap Agreement (each a
"Swap Default") are limited to:

  .  the failure of the Trust or the Swap Counterparty to pay any amount when
     due under the Swap Agreement after giving effect to the applicable grace
     period; provided, however that with respect to the Trust, the Trust has
     available, after all prior obligations of the Trust, sufficient funds to
     make such payment,

  .  the occurrence of certain events of insolvency or bankruptcy of the
     Trust or the Swap Counterparty,

  .  an acceleration of the principal of the Notes following an Event of
     Default under the Indenture, and

  .  the following other standard events of default under the 1992 Master
     Agreement: "Credit Support Default" (not applicable to the Trust) and
     "Merger Without Assumption" (not applicable to the Trust), as described
     in Sections 5(a)(iii) and 5(a)(viii) of the 1992 Master Agreement.

  Termination Events. "Termination Events" under the Swap Agreement include the
following standard events under the 1992 Master Agreement: "Illegality" (which
generally relates to changes in law causing it to become unlawful for either
party to perform its obligations under the Swap Agreement), "Tax Event" (which
generally relates to either party to the Swap Agreement receiving a payment
under the Swap Agreement from which an amount has been deducted or withheld for
or on account of taxes), "Tax Event Upon Merger" (not applicable to the Trust),
"Credit Event Upon Merger" (not applicable to the Trust) and an "Additional
Termination Event" relating to a credit rating downgrade of the Swap
Counterparty, as described in Section 5(b) of the 1992 Master Agreement.

  Additional Termination Event. The Swap Agreement will include an "Additional
Termination Event" relating to withdrawal or downgrade of the Swap
Counterparty's credit rating. This Additional Termination Event will occur if:

  .  the counterparty or financial program rating of the Swap Counterparty is
     withdrawn or downgraded below     by [Standard & Poor's Ratings
     Services, a division of The McGraw-Hill Companies, Inc., or any
     successor rating agency ("S&P") or     by Moody's Investors Service,
     Inc. ("Moody's")] or any successor rating agency; and

  .  the Swap Counterparty has not, within 45 days of such withdrawal or
     downgrade, procured a Collateral Arrangement, a Replacement Transaction
     or a Rating Affirmation.


                                      S-43
<PAGE>

    For purposes of this Additional Termination Event:

  .  "Collateral Arrangement" means either:

    .  An executed collateral agreement between the parties naming a third-
       party collateral agent providing for the collateralization of the
       Swap Counterparty's obligations under the Swap Agreement as measured
       by the net present value of the Swap Counterparty's marked-to-market
       obligations. The collateral, collateral levels, collateral agent and
       other terms of such collateral agreement must be satisfactory to the
       Swap Counterparty and the Trust in their reasonable judgment and to
       the Rating Agency whose rating was lowered or withdrawn, or

    .  A letter of credit, guaranty or surety bond or insurance policy
       covering the Swap Counterparty's obligations under the Swap
       Agreement from a bank, guarantor or insurer having a debt rating (or
       else a financial program or counterparty rating or claims paying
       rating) of at least (a) by S&P and (b) by Moody's.

  .  "Replacement Transaction" means a transaction with a replacement
     counterparty who assumes the Swap Counterparty's position under the Swap
     Agreement on substantially the same terms or with such other amendments
     to the terms of the Swap Agreement as may be approved by the parties and
     each of the Rating Agencies.

  .  "Rating Affirmation" means a written acknowledgment from the Rating
     Agency whose rating was lowered or withdrawn that, notwithstanding such
     withdrawal or downgrade, the then-current rating of the Notes or the
     Certificates will not be lowered.

  Early Termination of the Swap. Upon the occurrence of any Swap Default under
the Swap Agreement or a Termination Event, the non-defaulting party or the non-
affected party, as the case may be, will have the right to designate an Early
Termination Date (as defined in the Swap Agreement) upon the occurrence of such
Swap Default or Termination Event. The Trust may not designate an Early
Termination Date without the consent of the Administrator. The occurrence of an
Early Termination Date under the Swap Agreement will constitute a "Swap Early
Termination".

    Upon any Swap Early Termination of the Swap Agreement, the Trust or the
Swap Counterparty may be liable to make a termination payment to the other
(regardless, if applicable, of which of the parties has caused that
termination). The amount of that termination payment will be based on the value
of the Swap Agreement computed in accordance with the procedures set forth in
the Swap Agreement. In the event that the Trust is required to make such a
termination payment, such payment will be payable in the same order of priority
as any amount payable to the Swap Counterparty; provided, however, that, in the
event that a termination payment is owed to the Swap Counterparty following a
Swap Default resulting from a default of the Swap Counterparty or a Termination
Event, such termination payment will be subordinate to the right of the
Securityholders to receive full payment of principal of and interest on the
Securities and to the replenishment of the Reserve Account to the Specified
Reserve Account Balance.

           , the Swap Counterparty, was formed as a        in        to act as
principal in a broad range of over-the-counter interest rate and currency
derivative products. Its principal place of business is       .

    The Swap Counterparty currently has an " " counterparty credit rating from
S&P and an "  " counterparty rating from Moody's.

  The information set out in the preceding two paragraphs has been provided by
the Swap Counterparty and is not guaranteed as to accuracy or completeness, and
is not to be construed as representations, by the Seller or the Underwriters.
Except for the foregoing two paragraphs, the Swap Counterparty and its
affiliates have not been involved in the preparation of, and do not accept
responsibility for, this Prospectus Supplement and the Prospectus.

                                      S-44
<PAGE>

                              ERISA CONSIDERATIONS

    The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
impose certain restrictions on

    (a) employee benefit plans (as defined in Section 3(3) of ERISA),

    (b) plans described in section 4975(e)(1) of the Code, including individual
retirement accounts or Keogh plans,

    (c) any entities whose underlying assets include plan assets by reason of a
plan's investment in these entities (each of (a), (b) and (c), a "Plan") and

    (d) persons who have certain specified relationships to these Plans
("Parties in Interest" under ERISA and "Disqualified Persons" under the Code).

    Moreover, based on the reasoning of the United States Supreme Court in John
Hancock Life Ins. Co. v. Harris Trust and Sav. Bank, 114 S. Ct. 517 (1993), an
insurance company's general account may be deemed to include assets of the
Plans investing in the general account (e.g., through the purchase of an
annuity contract), and the insurance company might be treated as a Party in
Interest as to a Plan by virtue of that investment. ERISA also imposes various
duties on persons who are fiduciaries of Plans subject to ERISA and prohibits
certain transactions between a Plan and its Parties in Interest or Disqualified
Persons.

    The Seller, the Servicer, the Eligible Lender Trustee, the Indenture
Trustee and the Administrator may be the sponsor of or investment advisor for
one or more Plans. Because these parties may receive certain benefits from the
sale of the Notes, the purchase of the Notes using Plan assets over which any
of them has investment authority might be deemed to be a violation of the
prohibited transaction rules of ERISA and the Code for which no exemption may
be available. Accordingly, the Notes may not be purchased using the assets of
any Plan if the Seller, the Servicer, the Eligible Lender Trustee, the
Indenture Trustee or the Administrator has investment authority over those
assets.

    In addition, any Certificateholder, because of its activities or the
activities of its affiliates, may be deemed to be a Party in Interest or
Disqualified Person as to some Plans, including Plans sponsored by the
Certificateholder. If the Notes are acquired by a Plan for which a
Certificateholder is a Party in Interest or Disqualified Person, this
transaction could be deemed to be a direct or indirect violation of the
prohibited transaction rules of ERISA and the Code unless such transaction were
subject to one or more statutory or administrative exemptions. These include
Prohibited Transaction Class Exemption ("PTCE") 90-1, which exempts certain
transactions involving insurance company pooled separate accounts; PTCE 95-60,
which exempts certain transactions involving insurance company general
accounts; PTCE 91-38, which exempts certain transactions involving bank
collective investment funds; PTCE 84-14, which exempts certain transactions
effected on behalf of a Plan by a "qualified professional asset manager"; and
PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by
certain "in-house" asset managers. However, even if the conditions specified in
these exemptions are met, the scope of relief provided by these exemptions may
not necessarily cover all acts that might be construed as prohibited
transactions.

    Accordingly, before making an investment in the Notes, a Plan investor must
determine whether, and each fiduciary causing the Notes to be purchased by, on
behalf of or using the assets of a Plan that is subject to the prohibited
transaction rules of Title I of ERISA or Section 4975 of the Code will be
deemed to have represented that, an exemption from the prohibited transaction
rules applies, so that the use of the Plan's assets to purchase the Notes does
not and will not constitute a

                                      S-45
<PAGE>

non-exempt prohibited transaction in violation of Section 406 of ERISA or
Section 4975 of the Code, which could be subject to a civil penalty assessed
pursuant to Section 502 of ERISA or a tax imposed under Section 4975 of the
Code. A fiduciary of such a plan may request of any Underwriters further
information regarding the initial Certificateholders in connection with
determining the possible applicability of an ERISA prohibited transaction
exemption.

    In addition, under a regulation issued by the Department of Labor (the
"Plan Asset Regulation"), if a Plan makes an "equity" investment in a
corporation, partnership, trust or certain other entities, the underlying
assets and properties of such entity will be deemed for purposes of ERISA to be
assets of the investing Plan unless exceptions in the regulation apply. The
Plan Asset Regulation defines an "equity interest" as any interest in an entity
other than an instrument that is treated as indebtedness under applicable local
law and which has no substantial equity features. If the Notes are treated as
debt for purposes of the Plan Asset Regulation, the Student Loans and the other
assets of the Trust should not be deemed to be assets of an investing Plan. If,
however, the Notes were treated as "equity" for purposes of the Plan Asset
Regulation, a Plan purchasing the Notes could be treated as holding the Student
Loans and the other assets of the Trust. Although there can be no assurances in
this regard, it appears that the Notes, which are denominated as debt, should
be treated as debt and not as "equity interests" for purposes of the Plan Asset
Regulation.

    Because the Certificates represent equity investments in the Trust, the
Certificates may not be purchased with assets of any Plan or any entity
(including, as applicable, an insurance company general account) that is
subject to Title I of ERISA or Section 4975 of the Code whose underlying assets
might be deemed to include Plan assets by reason of the Plan's investment in
that entity. Accordingly, each purchaser of Certificates will be deemed to have
represented that it is neither such a Plan, purchasing the Certificates on
behalf of such a Plan, nor using the assets of such a Plan to purchase any of
the Certificates, and to have agreed that if its Certificates are subsequently
deemed to be Plan assets, it will dispose of them.

    Before making an investment in the Notes, prospective Plan investors should
consult with their legal advisors concerning the impact of ERISA and the Code
and the potential consequences of the investment in their specific
circumstances. Moreover, each Plan fiduciary should take into account, among
other considerations,

  . whether the fiduciary has the authority to make the investment;

  . whether the investment constitutes a direct or indirect transaction with
    a Party in Interest;

  . the diversification by type of asset of the Plan's portfolio;

  . the Plan's funding objectives;

  . the tax effects of the investment; and

  . whether under the general fiduciary standards of investment procedure
    and diversification an investment in the Notes is appropriate for the
    Plan, taking into account the overall investment policy of the Plan and
    the composition of the Plan's investment portfolio.

                                      S-46
<PAGE>

                                  UNDERWRITING

    The Notes and the Certificates listed below are offered severally by the
Underwriters, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
and Certificates will be ready for delivery in book-entry form only through the
facilities of The Depository Trust Company in New York, New York on or about
      , 20  against payment in immediately available funds and, in the case of
the Notes, also Cedel Bank, societe anonyme, and the Euroclear System.

    Subject to the terms and conditions in the Underwriting Agreements for the
Notes and the Certificates (the "Underwriting Agreements"), the Seller has
agreed to cause the Trust to sell to each of the Underwriters named below (the
"Underwriters"), and each of the Underwriters has severally agreed to purchase,
the principal amounts of the Notes and the Certificates set forth opposite its
name:

<TABLE>
<CAPTION>
                                    Principal
                         Principal  Amount of Principal  Principal
                         Amount of    Class   Amount of  Amount of   Principal
                         Class A-1T   A-1L    Class A-2T Class A-2L  Amount of
 Underwriter               Notes      Notes     Notes      Notes    Certificates
 -----------             ---------- --------- ---------- ---------- ------------
<S>                      <C>        <C>       <C>        <C>        <C>
                           $          $         $          $           $





                           -----      -----     -----      -----       -----
 Total.................    $          $         $          $           $
                           =====      =====     =====      =====       =====
</TABLE>

    The Underwriters have agreed, subject to the terms and conditions of the
Underwriting Agreements, to purchase all of the Notes and Certificates listed
above if any of the Notes or Certificates are purchased. The Underwriters have
advised the Seller that they propose initially to offer such Securities to the
public at the prices listed below, and to certain dealers at these prices less
concessions not in excess of the concessions listed below. The Underwriters may
allow and such dealers may reallow concessions to other dealers not in excess
of the reallowances listed below. After the initial public offering, these
prices and concessions may be changed.

<TABLE>
<CAPTION>
                          Initial Public   Underwriting   Proceeds To
                         Offering Price(1)   Discount   The Seller(1)(2) Concession Reallowance
                         ----------------- ------------ ---------------- ---------- -----------
<S>                      <C>               <C>          <C>              <C>        <C>
Per Class A-1T Note.....           %              %              %             %           %
Per Class A-1L Note.....           %              %              %             %           %
Per Class A-2T Note.....           %              %              %             %           %
Per Class A-2L Note.....           %              %              %             %           %
Per Certificate.........           %              %              %             %           %
Total...................        $              $              $
</TABLE>
--------
(1) Plus accrued interest, if any, or return, if any, from      , 20  .
(2) Before deducting estimated expenses of $    payable by the Seller.

    [Sallie Mae intends to purchase $         of the Class    Notes (included
in "Total" in the preceding table) and may resell these Notes from time to time
through the Underwriters or dealers after the Closing Date in negotiated
transactions, at varying prices to be determined at the time of sale. The
Seller has agreed to pay the Underwriters a management fee of    % on the Notes
Sallie Mae intends to purchase.]

    The Seller and Sallie Mae have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.

                                      S-47
<PAGE>

    The Notes and Certificates are new issues of securities with no established
trading market. The Seller has been advised by the Underwriters that the
Underwriters intend to make a market in the Notes and Certificates but are not
obligated to do so and may discontinue market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the Notes and Certificates.

    In the ordinary course of their business, the Underwriters and certain of
their affiliates have in the past, and may in the future, engage in commercial
and investment banking activities with Sallie Mae and its affiliates. An
affiliate of        has received compensation for arranging the swap
transaction contemplated by the Swap Agreement.

    The Trust may, from time to time, invest the funds in the Trust Accounts in
Eligible Investments acquired from the Underwriters.

    The closing of the sale of the Certificates is conditioned on the closing
of the sale of the Notes and the closing of the sale of the Notes is
conditioned on the closing of the sale of the Certificates.

    During and after the offering, the Underwriters may engage in transactions,
including open market purchases and sales, to stabilize the prices of the Notes
and Certificates.

    The lead Underwriter, for example, may over-allot the Notes and
Certificates for the account of the underwriting syndicate to create a
syndicate short position by accepting orders for more Notes and Certificates
than are to be sold.

    In addition, the Underwriters may impose a penalty bid on the broker-
dealers who sell the Notes and Certificates. This means that if an Underwriter
purchases Notes or Certificates in the open market to reduce a broker-dealer's
short position or to stabilize the prices of the Notes or Certificates, it may
reclaim the selling concession from the broker-dealer who sold those Notes or
Certificates as part of the offering.

    In general, over-allotment transactions and open market purchases of the
Notes and Certificates for the purpose of stabilization or to reduce a short
position could cause the price of a Note or Certificate to be higher than it
might be in the absence of such transactions.

    Each Underwriter has represented and agreed that (a) it has not offered or
sold and will not offer or sell any Notes or Certificates to persons in the
United Kingdom prior to the expiration of the period of six months from the
issue date of the Notes and the Certificates except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (b) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Notes and the Certificates in, from or
otherwise involving the United Kingdom; and (c) it has only issued or passed on
and will only issue or pass on in the United Kingdom any document received by
it in connection with the issuance of the Notes and the Certificates to a
person who is of a kind described in article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to
whom such document may otherwise lawfully be issued or passed on.

    No action has been or will be taken by the Seller or the Underwriters that
would permit a public offering of the Notes and the Certificates in any country
or jurisdiction other than in the United States, where action for that purpose
is required. Accordingly, the Notes and the Certificates may not be offered or
sold, directly or indirectly, and neither the Prospectus, this Prospectus
Supplement nor any circular, prospectus, form of application, advertisement or
other material may be distributed in or from

                                      S-48
<PAGE>

or published in any country or jurisdiction, except under circumstances that
will result in compliance with any applicable laws and regulations. Persons
into whose hands this Prospectus Supplement comes are required by the Seller
and the Underwriters to comply with all applicable laws and regulations in each
country or jurisdiction in which they purchase, sell or deliver Notes or
Certificates or have in their possession or distribute such Prospectus
Supplement, in all cases at their own expense.

    The Seller has not authorized any offer of Notes or Certificates to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995 (the "Regulations"). The Notes and Certificates may
not lawfully be offered or sold to persons in the United Kingdom except in
circumstances which do not result in an offer to the public in the United
Kingdom within the meaning of the Regulations or otherwise in compliance with
all applicable provisions of the Regulations and the Financial Services Act
1986.

    This Prospectus Supplement and the accompanying Prospectus have not been
registered as a prospectus with the Registrar of Companies and Businesses in
Singapore and the Securities will be offered in Singapore pursuant to an
exemption invoked under Section 106C of the Companies Act, Chapter 50, of
Singapore (the "Singapore Companies Act"). Accordingly, the Underwriters
offering Securities have acknowledged and agreed that they have not offered or
sold and will not offer or sell the Securities nor will they circulate or
distribute this Prospectus Supplement, the accompanying Prospectus or any other
offering document or material relating to the Securities, either directly or
indirectly, to the public or any member of the public in Singapore other than
to an institutional investor or other person specified in Section 106C of the
Singapore Companies Act; to a sophisticated investor, and in accordance with
the conditions specified in Section 106D of the Singapore Companies Act; or
otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the Singapore Companies Act.

                           RATINGS OF THE SECURITIES

    It is a condition to the issuance and sale of the Notes that they be rated
in the highest investment rating category by at least two nationally recognized
rating agencies identified in the Indenture (the "Rating Agencies"). It is a
condition to the issuance and sale of the Certificates that they be rated in
one of the three highest investment rating categories by the Rating Agencies. A
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning Rating Agency.

                                 LEGAL MATTERS

    Marianne M. Keler, Esq., General Counsel of Sallie Mae, as counsel to
Sallie Mae, the Servicer and the Seller, and Cadwalader, Wickersham & Taft,
Washington, D.C., as special counsel to Sallie Mae, the Servicer and the
Seller, will give opinions on specified legal matters for the Trust, the
Seller, the Servicer and the Administrator. Shearman & Sterling, Washington,
D.C. will give an opinion on specified federal income tax matters for the
Trust. Richards, Layton & Finger, P.A., as Delaware tax counsel for the Trust,
will give an opinion on specified Delaware state income tax matters for the
Trust. Cadwalader, Wickersham & Taft, Washington, D.C., and Shearman &
Sterling, Washington, D.C. will give opinions on specified legal matters for
the Underwriters.

                                      S-49
<PAGE>

                             INDEX OF DEFINED TERMS
                           FOR PROSPECTUS SUPPLEMENT

    This is a list of the defined terms used in this Prospectus Supplement and
the pages where you can find their definitions.

<TABLE>
<CAPTION>
                                                                         Page
                                                                       ---------
<S>                                                                    <C>
1992 Amendments.......................................................      S-25
1992 Master Agreement.................................................      S-41
91-day Treasury Bills.................................................      S-33
Accrual Period........................................................       S-4
Additional Termination Event..........................................      S-43
Adjusted Pool Balance.................................................      S-40
Administration Agreement..............................................       S-6
Administration Fee....................................................      S-41
Administrator.........................................................       S-6
Aggregate Notional Swap Amounts.......................................      S-42
Available Funds.......................................................      S-36
Carryover Servicing Fee...............................................       S-9
Cede..................................................................      S-16
Certificate Balance...................................................      S-38
Certificate Balance Distribution Amount...............................      S-38
Certificate Balance Shortfall.........................................      S-38
Certificate Rate......................................................      S-32
Certificate Return Shortfall..........................................      S-39
Certificateholders' Distribution Amount...............................      S-39
Certificateholders' Return Distribution Amount........................      S-39
Certificates..........................................................       S-5
Class A-1 Maturity Date...............................................       S-5
Class A-1L Rate....................................................... S-4, S-31
Class A-1T Rate....................................................... S-4, S-31
Class A-2 Maturity Date...............................................       S-5
Class A-2L Rate....................................................... S-4, S-31
Class A-2T Rate....................................................... S-4, S-31
Closing Date..........................................................       S-4
Code..................................................................      S-45
Collateral Arrangement................................................      S-44
Collection Period.....................................................       S-8
Commission............................................................      S-16
Consolidation Loans...................................................       S-7
Credit Event Upon Merger..............................................      S-43
Cutoff Date...........................................................       S-7
Deferral..............................................................      S-21
Department............................................................       S-7
Determination Date....................................................      S-36
Disqualified Persons..................................................      S-45
Distribution Date.....................................................       S-4
DTC...................................................................      S-16
Eligible Investments..................................................      S-35
Eligible Lender Trustee...............................................       S-6
ERISA.................................................................      S-45
Events of Default.....................................................      S-43
Exchange Act..........................................................      S-16
</TABLE>

                                      S-50
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Expected Interest Collections.............................................. S-42
FFELP......................................................................  S-7
Final Distribution Date....................................................  S-6
Five-Month LIBOR........................................................... S-34
Forbearance................................................................ S-21
Grace...................................................................... S-21
Guarantor.................................................................. S-25
Illegality................................................................. S-43
In-School.................................................................. S-21
Indenture..................................................................  S-6
Indenture Trustee..........................................................  S-6
Index Maturity............................................................. S-34
Initial Pool Balance....................................................... S-40
LIBOR Determination Date................................................... S-35
Liquidated Student Loans................................................... S-37
Liquidation Proceeds....................................................... S-37
Lock-In Period............................................................. S-33
Minimum Purchase Amount.................................................... S-10
Monthly Servicing Payment Date.............................................  S-9
Moody's.................................................................... S-43
Note Interest Shortfall.................................................... S-39
Note Principal Shortfall................................................... S-39
Note Rates................................................................. S-31
Noteholders' Distribution Amount........................................... S-39
Noteholders' Interest Distribution Amount.................................. S-39
Noteholders' Principal Distribution Amount................................. S-39
Notes......................................................................  S-1
Notional Swap Amount....................................................... S-42
Parties in Interest........................................................ S-45
Plan....................................................................... S-45
Plan Asset Regulation...................................................... S-46
Pool Balance............................................................... S-39
Primary Servicing Fee......................................................  S-9
Principal Distribution Amount.............................................. S-40
PTCE....................................................................... S-45
Purchase Agreement......................................................... S-15
Purchased Student Loans.................................................... S-37
Rating Affirmation......................................................... S-44
Rating Agencies............................................................ S-49
Realized Loss.............................................................. S-40
Reauthorization Legislation ............................................... S-13
Record Date................................................................  S-4
Reference Banks............................................................ S-35
Regulations................................................................ S-49
Repayment.................................................................. S-21
Replacement Transaction.................................................... S-44
Reserve Account............................................................  S-7
Reserve Account Initial Deposit............................................  S-7
S & P...................................................................... S-43
</TABLE>

                                      S-51
<PAGE>

<TABLE>
<CAPTION>
                                                                         Page
                                                                      ----------
<S>                                                                   <C>
Sale Agreement.......................................................       S-15
Sallie Mae...........................................................        S-6
Securities...........................................................        S-4
Seller...............................................................        S-7
Servicer.............................................................        S-9
Singapore Companies Act..............................................       S-49
Significant Guarantors...............................................       S-29
Specified Reserve Account Balance....................................  S-8, S-40
Student Loan Rate....................................................       S-41
Swap Agreement.......................................................       S-41
Swap Counterparty....................................................       S-41
Swap Default.........................................................       S-43
Swap Early Termination...............................................       S-44
Swap Termination Date................................................       S-41
Swap Fee.............................................................       S-42
T-Bill Rate..........................................................       S-33
Tax Event............................................................       S-43
Tax Event Upon Merger................................................       S-43
Telerate Page 3750...................................................       S-35
Termination Events...................................................       S-43
Three-Month LIBOR....................................................       S-34
Trust................................................................       S-15
Trust Accounts.......................................................       S-35
Trust Agreement......................................................       S-15
Trust Auction Date...................................................       S-10
Underwriters.........................................................       S-47
Underwriting Agreements..............................................       S-47
</TABLE>

                                      S-52
<PAGE>

                        $

                         SLM Student Loan Trust 200-


           $     Floating Rate Class A-1T Student Loan-Backed Notes
           $     Floating Rate Class A-1L Student Loan-Backed Notes

             $  Floating Rate Class A-2T Student Loan-Backed Notes
           $     Floating Rate Class A-2L Student Loan-Backed Notes

             $     Floating Rate Student Loan-Backed Certificates

                            SLM Funding Corporation
                                    Seller

                       Sallie Mae Servicing Corporation
                                   Servicer


                              -------------------

                             PROSPECTUS SUPPLEMENT

                              -------------------

                                 [Underwriter]

You should rely only on the information contained or incorporated by reference
in this Prospectus Supplement and the Prospectus. We have not authorized
anyone to provide you with different information.

We are not offering the Notes or the Certificates in any state or other
jurisdiction where the offer is prohibited.

We do not claim the information in this Prospectus Supplement and the
Prospectus is accurate as of any date other than the dates stated on their
covers.

Dealers must deliver a Prospectus Supplement and Prospectus when acting as
underwriters of the Notes or Certificates and with respect to their unsold
allotments or subscriptions. In addition, all dealers selling any Note or
Certificate must deliver a Prospectus Supplement and a Prospectus until
[    ], 20 .

                                  [    ], 20