Exhibit 4.3


 


SLM CORPORATION


 


OFFICERS’
CERTIFICATE


 


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


 


By resolution
dated May 10, 2001, the Board of Directors of the Company authorized the
Company to develop a medium term note program or programs and to issue and sell
medium term notes and authorized certain officers or any one of their designees
to take or cause to be taken actions under such resolution.  By officers’ certificate dated October 31,
2001, the Company established, pursuant to Section 2.02 of the Indenture,
the terms of securities designated as Medium Term Notes, Series A (the “Medium
Term Notes”), of the Company with an aggregate initial public offering
price of up to $3,000,000,000. By officers’ certificate dated August 20,
2002 and pursuant to Section 2.02 of the Indenture, the Company amended
the terms of the Medium Term Notes to increase the aggregate initial public
offering price of the Medium Term Notes by $102,000,000.  By officers’ certificate dated September 13,
2002 and pursuant to Section 2.02 of the Indenture, the Company amended
the terms of the Medium Term Notes to increase the aggregate initial public
offering price of the Medium Term Notes by an amount not to exceed
$10,000,000,000, for an aggregate total of $13,000,000,000.  By officers’ certificate dated August 6,
2003 and pursuant to Section 2.02 of the Indenture, the Company amended
the terms of the Medium Term Notes to increase the aggregate initial public
offering price of the Medium Term Notes by an amount not to exceed
$20,000,000,000, for an aggregate total of $33,000,000,000, plus any increases
from time to time under Rule 462(b) under the General Rules and
Regulations under the Securities Act of 1933, as amended.


 


The undersigned, William
M. E. Rachal, Jr., Senior Vice President, Finance, Sallie Mae, Inc.,
authorized agent for the Company, and Mary F. Eure, Vice President and
Corporate Secretary of the Company, hereby make this certificate in order to
set forth the terms of $100,000,000 aggregate principal amount of the Company’s
Consumer Price Index-Linked Medium Term Notes, due March 15, 2017, to be
issued on March 28, 2005 (the “Notes”).


 


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


 


B.            The terms of the Notes, including the principal amount,
maturity date, and method for calculating and paying interest, are as set forth
on the pricing supplement attached as Exhibit B to this
certificate.


 


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


 


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


 


IN WITNESS
WHEREOF, we have executed this certificate as of March 16, 2005.


 


	
   

  	
   

  
	
  /s/ William M. E.
  Rachal, Jr.

  	
   

  	
  /s/ Mary F. Eure

  	
   

  
	
  William M. E.
  Rachal, Jr.

  	
  Mary F. Eure

  
	
  Senior Vice President,
  Finance

  	
  Vice President and
  Corporate Secretary

  
	
  Sallie Mae, Inc.,

  	
  SLM Corporation

  
	
  Authorized Agent for
  SLM Corporation

  	
   

  
				



 





















 


Exhibit A


 


USA Education, Inc.


Meeting of the Board of Directors


May 10, 2001


 


5/01-2/1-2


 


RESOLUTIONS


 


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


Program or Programs)


 


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


 


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


 


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


 


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


 





















 


Exhibit
B


 


	
  Pricing
  Supplement No. 57 dated March 16, 2005

  	
   

  	
  Filed under Rule 424(b)(3)

  
	
  (to
  Prospectus dated August 6, 2003

  	
   

  	
  File No. 333-107132

  
	
  and
  Prospectus Supplement dated August 6, 2003)

  	
   

  	
   

  



 


SLM Corporation


Medium Term Notes, Series A


CPI-Linked Notes due 2017


 


	
  Principal
  Amount:     $100,000,000.00

  	
  Floating
  Rate Notes:      ý

  	
   

  	
  Fixed
  Rate Notes:       o

  	
  Other:        o

  
	
  Original
  Issue Date:     March 28, 2005

  	
  Closing
  Date:        March 28, 2005

  	
  CUSIP
  Number:  78442P 40 3

  
	
  Maturity
  Date:              March 15, 2017

  	
  Option
  to Extend Maturity: 

  	
  ý       No

  	
  Specified
  Currency:  U.S. Dollars

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest
  Rate Applicable to the Notes:

  
	
   

  
	
  The Interest Rate for the Interest Period beginning March 28,
  2005 will be 5.256%.  Beginning April 15,
  2005, the interest rate on the Notes will be adjusted monthly and will be
  linked to changes in the Consumer Price Index.  The interest rate for the Notes for each
  month thereafter will be a rate determined as of the applicable Interest
  Determination Date pursuant to the following formula:

   

  [(CPIt
  – CPIt-12) / CPIt-12] + Spread

   

  Where:

   

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

   

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

   

  Spread =  2.00%.

   

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

  
							



 


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


 


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


 


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


 


	
  Merrill Lynch & Co.

  	
  Morgan Stanley

  	
  Wachovia Securities 

  



Joint Book-Running Managers


 


Southwest Securities


Co-Manager


 


March 16, 2005


 





















 


	
  Index
  Maturity:

  	
   

  	
  Not
  Applicable.

  
	
  Interest
  Payment Date(s):

  	
   

  	
  April 15,
  2005 and the 15th of each month thereafter during the term of the
  Notes.  If the 15th of a
  month is not a Business Day, we will pay the interest on the next Business
  Day.  No interest will accrue on that
  payment for the period from and after the original Interest Payment Date to
  the date we make the payment.

  
	
  Interest
  Period(s):

  	
   

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

  
	
  Interest
  Rate Reset Period:

  	
   

  	
  Monthly,
  beginning April 15, 2005.

  
	
  Spread:

  	
   

  	
  2.00%.

  	
   

  
	
  Minimum
  Interest Rate:

  	
   

  	
  0.00%.

  
	
  Maximum
  Interest Rate:

  	
   

  	
  Not
  Applicable.

  
	
  Reset
  Date(s):

  	
   

  	
  The
  15th of each month during the term of the Notes, beginning April 15,
  2005, with no adjustment.

  
	
  Interest
  Determination Date(s):

  	
   

  	
  Each
  Reset Date.

  	
   

  
	
  Redeemable
  at the option of the Company:

  	
   

  	
  ý    No

  	
   

  	
  Redemption
  Price:

  	
   

  	
  Not
  Applicable.

  
	
   

  	
   

  	
  o    Yes

  	
   

  	
  Redemption
  Dates:

  	
   

  	
  Not
  Applicable.

  
	
  Repayment
  at the option of the Holder:

  	
   

  	
  ý    No

  	
   

  	
  Repayment
  Price:

  	
   

  	
  Not
  Applicable.

  
	
   

  	
   

  	
  o    Yes

  	
   

  	
  Repayment
  Dates:

  	
   

  	
  Not
  Applicable.

  



 


	
  Day
  Count Convention:

  	
   

  	
  Actual/Actual.

  
	
   

  	
   

  	
   

  
	
  Form:

  	
   

  	
  DTC Book-entry.

  
	
   

  	
   

  	
   

  
	
  Denominations:

  	
   

  	
  $25 and integral multiples thereof.

  
	
   

  	
   

  	
   

  
	
  CUSIP Number:

  	
   

  	
  78442P 40 3.

  
	
   

  	
   

  	
   

  
	
  ISIN Number:

  	
   

  	
  US78442P4037.

  
	
   

  	
   

  	
   

  
	
  Issue Price:

  	
   

  	
  100.0%.

  
	
   

  	
   

  	
   

  
	
  Agents’ Discount:

  	
   

  	
  2.50%.

  
	
   

  	
   

  	
   

  
	
  Net Proceeds:

  	
   

  	
  $97,500,000.00.

  
	
   

  	
   

  	
   

  
	
  Concession:

  	
   

  	
  2.00%.

  
	
   

  	
   

  	
   

  
	
  Reallowance:

  	
   

  	
  N/A.

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
  SLM Corporation.

  
	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
  JPMorgan Chase Bank, N.A. , formerly known as
  JPMorgan Chase Bank and The Chase Manhattan Bank.

  
	
   

  	
   

  	
   

  
	
  Underwriting:

  	
   

  	
  We have agreed
  to sell to the agents named below (for whom Merrill Lynch, Pierce,
  Fenner & Smith Incorporated is acting as representative), and each
  of the agents has severally agreed to purchase from us, the respective
  principal amount of the Notes set forth opposite its name below:

  



 


2





















 




	
  Agents

  	
   

  	
  Principal Amount 

  of Notes

  	
   

  
	
  Merrill Lynch,
  Pierce, Fenner & Smith Incorporated

  	
   

  	
  $

  	
  30,175,000.00

  	
   

  
	
  Morgan
  Stanley & Co. Incorporated

  	
   

  	
  30,162,500.00

  	
   

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  30,162,500.00

  	
   

  
	
  Southwest Securities, Inc.

  	
   

  	
  5,000,000.00

  	
   

  
	
  Advest, Inc.

  	
   

  	
  750,000.00

  	
   

  
	
  KeyBanc Capital
  Markets, a division of McDonald Investments, Inc.

  	
   

  	
  750,000.00

  	
   

  
	
  Mesirow
  Financial, Inc.

  	
   

  	
  750,000.00

  	
   

  
	
  Piper
  Jaffray & Co.

  	
   

  	
  750,000.00

  	
   

  
	
  RBC Dain
  Rauscher Inc.

  	
   

  	
  750,000.00

  	
   

  
	
  Charles
  Schwab & Co., Inc.

  	
   

  	
  750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  






 


Listing Information:                                                               Prior
to this offering, there has been no public market for the Notes.   We will apply to list the Notes on the New
York Stock Exchange, which we refer to as the NYSE in this Pricing
Supplement.  While we expect the
Notes to be approved for listing on the NYSE, subject to official notice of
issuance, we cannot assure you that the
application will be granted.  If the
listing is accepted, we expect trading of the Notes on that exchange to begin
within 30 days of March 28, 2005.


 


Merrill
Lynch, Pierce, Fenner & Smith Incorporated has advised us that
they intend to make a market in the Notes prior to the commencement of trading
on the NYSE.  However, Merrill Lynch, Pierce, Fenner & Smith
Incorporated will have no obligation to make a market in the Notes and
may cease market making activities, if commenced, at any time.


 


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


 


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


 


Merrill
Lynch, Pierce, Fenner & Smith Incorporated, one of the agents, has
participated in arranging a swap transaction in connection with the Notes and
has reimbursed the swap counterparty, on behalf of the Company, for certain
expenses related thereto.


 


HOW IS THE INTEREST RATE CALCULATED FOR THE NOTES?


 


Beginning on April 15, 2005, the interest rate on the Notes will
be adjusted monthly and will be linked to changes in the CPI (as defined below).  For each such Interest Period, the interest
rate will be the rate determined as of the applicable Interest Determination
Date pursuant to the following formula:


 


[(CPIt
– CPIt-12) / CPIt-12] 
+ Spread


 


Where:


 


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


 


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


 


Spread =  2.00%.


 


3





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


HOW HAS THE CONSUMER PRICE INDEXED PERFORMED HISTORICALLY?


 


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


 


	
  MONTH

  	
   

  	
  2005

  	
   

  	
  2004

  	
   

  	
  2003

  	
   

  	
  2002

  	
   

  	
  2001

  	
   

  	
  2000

  	
   

  	
  1999

  	
   

  	
  1998

  	
   

  
	
  January

  	
   

  	
  190.7

  	
   

  	
  185.2

  	
   

  	
  181.7

  	
   

  	
  177.1

  	
   

  	
  175.1

  	
   

  	
  168.8

  	
   

  	
  164.3

  	
   

  	
  161.6

  	
   

  
	
  February

  	
   

  	
   

  	
   

  	
  186.2

  	
   

  	
  183.1

  	
   

  	
  177.8

  	
   

  	
  175.8

  	
   

  	
  169.8

  	
   

  	
  164.5

  	
   

  	
  161.9

  	
   

  
	
  March

  	
   

  	
   

  	
   

  	
  187.4

  	
   

  	
  184.2

  	
   

  	
  178.8

  	
   

  	
  176.2

  	
   

  	
  171.2

  	
   

  	
  165.0

  	
   

  	
  162.2

  	
   

  
	
  April

  	
   

  	
   

  	
   

  	
  188.0

  	
   

  	
  183.8

  	
   

  	
  179.8

  	
   

  	
  176.9

  	
   

  	
  171.3

  	
   

  	
  166.2

  	
   

  	
  162.5

  	
   

  
	
  May

  	
   

  	
   

  	
   

  	
  189.1

  	
   

  	
  183.5

  	
   

  	
  179.8

  	
   

  	
  177.7

  	
   

  	
  171.5

  	
   

  	
  166.2

  	
   

  	
  162.8

  	
   

  
	
  June

  	
   

  	
   

  	
   

  	
  189.7

  	
   

  	
  183.7

  	
   

  	
  179.9

  	
   

  	
  178.0

  	
   

  	
  172.4

  	
   

  	
  166.2

  	
   

  	
  163.0

  	
   

  
	
  July

  	
   

  	
   

  	
   

  	
  189.4

  	
   

  	
  183.9

  	
   

  	
  180.1

  	
   

  	
  177.5

  	
   

  	
  172.8

  	
   

  	
  166.7

  	
   

  	
  163.2

  	
   

  
	
  August

  	
   

  	
   

  	
   

  	
  189.5

  	
   

  	
  184.6

  	
   

  	
  180.7

  	
   

  	
  177.5

  	
   

  	
  172.8

  	
   

  	
  167.1

  	
   

  	
  163.4

  	
   

  
	
  September

  	
   

  	
   

  	
   

  	
  189.9

  	
   

  	
  185.2

  	
   

  	
  181.0

  	
   

  	
  178.3

  	
   

  	
  173.7

  	
   

  	
  167.9

  	
   

  	
  163.6

  	
   

  
	
  October

  	
   

  	
   

  	
   

  	
  190.9

  	
   

  	
  185.0

  	
   

  	
  181.3

  	
   

  	
  177.7

  	
   

  	
  174.0

  	
   

  	
  168.2

  	
   

  	
  164.0

  	
   

  
	
  November

  	
   

  	
   

  	
   

  	
  191.0

  	
   

  	
  184.5

  	
   

  	
  181.3

  	
   

  	
  177.4

  	
   

  	
  174.1

  	
   

  	
  168.3

  	
   

  	
  164.0

  	
   

  
	
  December

  	
   

  	
   

  	
   

  	
  190.3

  	
   

  	
  184.3

  	
   

  	
  180.9

  	
   

  	
  176.7

  	
   

  	
  174.0

  	
   

  	
  168.3

  	
   

  	
  163.9

  	
   

  



 


4





















 


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


 


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


 


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


 


In
determining the final CPI reference value used to determine the interest rate
on each applicable Interest Determination Date, the Calculation Agent will use
the most recently available value of the CPI for the relevant month, even if
such value has been adjusted from a prior reported value for that month.  In contrast, the initial CPI reference value
for each Interest Determination Date will always be the final CPI reference
value for the preceding Interest Determination Date, even if such value has
been adjusted since that preceding Interest Determination Date.  For the first Interest Determination Date in April 2005,
the initial CPI reference value will be 190.7, the CPI level for January 2005.  If the CPI level for January 2005 is
adjusted after the date of this Pricing Supplement, the interest rate
determined on the first Interest Determination Date will not be revised, and in
the case of a subsequent downward adjustment in the CPI for January 2005,
you will not receive any additional interest on the first Interest Payment Date
or any other Interest Payment Date.


 


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


 


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


 


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


 


5





















 


RISK FACTORS


 


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


 


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

  	
   

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

   

  If the CPI does not increase
  or decreases during a measurement period, which is likely to occur when there
  is little or no inflation or when there is deflation, owners of the Notes
  will receive interest payments for that interest period equal to the minimum
  interest rate, which is 0.00%.

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

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

  

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

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

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

  	
   

  



 


6





















 


ADDITIONAL UNITED STATES FEDERAL


INCOME TAX CONSIDERATIONS


 


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


 


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


 


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


 


THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF
CERTAIN OF THE TAX IMPLICATIONS OF AN INVESTMENT IN THE NOTES.  PROSPECTIVE PURCHASERS ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS PRIOR TO INVESTING TO DETERMINE THE TAX
IMPLICATIONS OF SUCH AN INVESTMENT IN LIGHT OF SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES.


 


7





















 


SLM Corporation


 





















 


Exhibit C


 


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


 


USA EDUCATION, INC.


MEDIUM TERM NOTE, SERIES
A


 


MASTER NOTE


 




	
   

  	
   

  
	
  (Date of Issuance)

  	
   

  






 


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


 


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


 


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


 


Unless the certificate of authentication hereon has
been executed by


 





















 


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


 


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


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Dated:

  	
   

  	
   

  	
   

  	
  , 20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  USA EDUCATION, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
												



 


8





















 


 


CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
   

  	
  THE CHASE MANHATTAN BANK, as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signature

  	
   

  



 


3





















 


[Reverse of Note]


 


USA EDUCATION, INC.


 


MEDIUM TERM NOTES, SERIES
A


 


MASTER NOTE


 


This Master Note is one of a duly authorized issue of
notes (the “Notes”) of the Company issued under the Indenture, dated as of
October 1, 2000 (the “Base Indenture”), as amended or supplemented prior to the
date hereof


(collectively, the “Indenture”), between the Company and The Chase
Manhattan Bank, as trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and limitations of rights thereunder of the Company, the Trustee and the
Holders of the Notes (the “Holders”), and the terms upon which the Securities
are, and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Master Note have the meanings ascribed to them in the
Indenture.


 


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


 


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


 


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


 


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


 


4





















 


in the coin or currency, herein prescribed.


 


5