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                                                                     EXHIBIT 4.1

                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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ARTICLE 1. PURPOSE


         SECTION 1.1. In recognition of the services provided by certain key
         employees and to make additional retirement benefits available to such
         employees, on a tax-favored basis, USA Education, Inc. hereby adopts a
         deferred compensation plan (the "Plan"), effective December 8. 1998.

ARTICLE 2. DEFINITIONS


         SECTION 2.1 The following words and phrases shall have the following
         meanings unless a different meaning is plainly required by the context:

         AFFILIATE. "Affiliate" means any firm, partnership, or corporation that
         directly or indirectly, through one or more intermediaries, controls,
         is controlled by, or is under common control with the Company, provided
         such Affiliate is designated as such by the Committee. "Affiliate" also
         includes any other organization similarly related to the Company that
         is designated as such by the Committee.

         BENEFICIARY. "Beneficiary" means the person or persons designated as
         such in accordance with Section 12.3.

         BOARD. "Board" means the Board of Directors of USA Education, Inc.

         BONUS. "Bonus" means any bonus earned pursuant to the Management
         Incentive Plan and any other bonus designated by the Committee as
         eligible to be deferred pursuant hereto.

         BONUS DEFERRAL. "Bonus Deferral" means that portion of Bonus as to
         which a Participant has made an election to defer receipt of pursuant
         to the terms of this Plan.

         CODE. "Code" means the Internal Revenue Code of 1986, as amended from
         time to time.

         COMMITTEE. "Committee" means the Sallie Mae Deferred Compensation Plan
         Committee, as appointed by the Board to administer the Plan.

         COMPANY. "Company" means USA Education, Inc. and any Affiliate, unless
         the Affiliate has made an affirmative election not to adopt the Plan. A
         Company may revoke its participation in the Plan at any time, but until
         such revocation, all the provisions of the Plan and amendments thereto
         shall apply to the Eligible Employees of the Company. In the event a
         Company revokes its participation in the Plan, the Plan shall be deemed
         terminated only with respect to such Company.

         DISABLED. "Disabled" means a mental or physical condition which
         qualifies a Participant for a disability retirement benefit under the
         Retirement Plan.

         DISTRIBUTION OPTION. "Distribution Option" means one of the two
         distribution options which are available under the Plan, consisting of
         the Retirement Distribution Option and the In-Service Distribution
         Option, both described in Section 7.

         DISTRIBUTION OPTION ACCOUNT. "Distribution Option Account" or "Account"
         means the account established on behalf of a Participant, on the books
         of the Company, pursuant to Section 5.1, which shall be comprised of a
         Retirement Distribution Account and/or one or more In-Service
         Distribution Accounts.

         DISTRIBUTION OPTION PERIOD. "Distribution Option Period" means, with
         respect to the In-Service Distribution Account only, a period of five
         Plan Years for which an Eligible Employee elects, in the Enrollment
         Agreement for the first such Plan Year, the time and manner of payment
         of amounts


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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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         credited to the Eligible Employee's In-Service Distribution Option
         Account for all Plan Years in the Distribution Option Period.

         EARNINGS CREDITING OPTIONS. "Earnings Crediting Options" means the
         deemed investment options selected by the Participant from time to time
         pursuant to which deemed earnings are credited to the Participant's
         Distribution Option Account.

         EFFECTIVE DATE. "Effective Date" means the effective date of the Plan
         which is December 8, 1998.

         ELIGIBLE EMPLOYEE. "Eligible Employee" means an Employee who is a
         member of the group of selected management and/or highly compensated
         Employees of the Company and who is designated by the Committee as
         eligible to participate in the Plan.

         EMPLOYEE. "Employee" means any individual employed by the Company, in
         accordance with the personnel policies and practices of the Company,
         including citizens of the United States employed outside of their home
         country and resident aliens employed in the United States; provided,
         however, that to qualify as an "Employee" for purposes of the Plan, the
         individual must be a member of a group of "key management or other
         highly compensated employees" within the meaning of Sections 201, 301,
         and 401 of the Employee Retirement Income Security Act of 1974, as
         amended.

         END TERMINATION DATE. "End Termination Date" means the date of
         termination of a Participant's Service with the Company and its
         Affiliates and shall be determined without reference to any
         compensation continuation arrangement or severance benefit arrangement
         that may be applicable.

         ENROLLMENT AGREEMENT. "Enrollment Agreement" means the authorization
         form, in form and substance, satisfactory to the Committee, which an
         Eligible Employee files with the Committee in order to participate in
         the Plan.

         IN-SERVICE DISTRIBUTION ACCOUNT. "In-Service Distribution Account"
         means the account maintained on behalf of a Participant for each
         Distribution Option Period to which Salary and/or Bonus Deferrals are
         credited, pursuant to the In-Service Distribution Option.

         IN-SERVICE DISTRIBUTION OPTION. "In-Service Distribution Option" means
         the Distribution Option, pursuant to which benefits are payable in
         accordance with Section 7.2.

         MANAGEMENT INCENTIVE PLAN. "Management Incentive Plan" means the plan
         adopted by the Company, including any amendments thereto and any plan
         adopted in substitution or replacement thereof, pursuant to which
         bonuses will be determined for certain management employees.

         PARTICIPANT. "Participant" means an Eligible Employee who has filed a
         complete Enrollment Agreement with the Committee or its designee, in
         accordance with the provisions of Section 4, and who is making Salary
         and/or Bonus Deferrals into the Plan. In the event that the Participant
         becomes incompetent, the term shall mean his personal representative or
         guardian, who shall have the rights of a Participant, except the right
         to change the form and timing of the commencement of benefits elected
         by the Participant on the Enrollment Agreement. In the event of the
         death of a Participant, the term shall mean his Beneficiary, who shall
         have the rights of a Participant, except the right to change the form
         and timing of the commencement of benefits elected by the Participant
         on the Enrollment Agreement. An individual shall remain a Participant
         until that individual has received full distribution of any amount
         credited to the Participant's Account.

         PLAN. "Plan" means this plan, called the Sallie Mae Deferred
         Compensation Plan for Key Employees, as amended from time to time.

         PLAN YEAR. "Plan Year" means the 12-month period beginning on each
         January 1 and ending on the following December 31.


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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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         RETIREMENT. "Retirement" means the termination of the Participant's
         Service with the Company (for reasons other than death) at or after
         attaining Normal Retirement Age, as that term is defined in the
         Retirement Plan.

         RETIREMENT DISTRIBUTION ACCOUNT. "Retirement Distribution Account"
         means the account maintained on behalf of a Participant to which Salary
         and/or Bonus Deferrals and Supplemental Company Contributions are
         credited, pursuant to the Retirement Distribution Option.

         RETIREMENT DISTRIBUTION OPTION. "Retirement Distribution Option" means
         the Distribution Option, pursuant to which benefits are payable in
         accordance with Section 7.1.

         RETIREMENT PLAN. "Retirement Plan" means the Sallie Mae pension plan,
         as it may be amended from time to time.

         SALARY. "Salary" means the total amount of cash remuneration paid by
         the Company to an Eligible Employee for any calendar year of employment
         as base salary and/or severance payments, including the Participant's
         contributions of Salary under this Plan, any elective deferrals, as
         defined in section 402(g) of the Code, and any compensation contributed
         on behalf of an Eligible Employee to any cafeteria plan, as defined in
         section 125 of the Code, maintained by the Company or an Affiliate, but
         not taking into account any Company contributions to a defined benefit
         plan or supplemental defined benefit plan, any fringe benefits, moving
         and relocation expenses and other forms of welfare benefits.

         SALARY DEFERRAL. "Salary Deferral" means that portion of Salary as to
         which a Participant has made an annual election to defer receipt of,
         pursuant to the terms of this Plan.

         SALLIE MAE. "Sallie Mae" means USA Education, Inc.

         SERVICE. "Service" means the period of time during which an employment
         relationship exists between an Employee and the Company, including any
         period during which the Employee is on an approved leave of absence,
         whether paid or unpaid. "Service" also includes employment with an
         Affiliate if an Employee transfers directly between the Company and the
         Affiliate.

         SUPPLEMENTAL COMPANY CONTRIBUTIONS. "Supplemental Company
         Contributions" means those contributions made by the Company and
         credited to the Retirement Distribution Account of certain
         Participants, pursuant to Section 4.4.

         VALUATION DATE. "Valuation Date" means the last day of any Plan Year
         and any other date selected by the Committee.

ARTICLE 3. ADMINISTRATION OF THE PLAN AND DISCRETION
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         SECTION 3.1. The Committee shall have full power and authority to
         interpret the Plan, to prescribe, amend and rescind any rules, forms
         and procedures as it deems necessary or appropriate for the proper
         administration of the Plan, and to make any other determinations and to
         take any other actions as it deems necessary or advisable in carrying
         out its duties under the Plan. All action taken by the Committee
         arising out of, or in connection with, the administration of the Plan
         or any rules adopted thereunder, shall, in each case lie within its
         sole discretion, and shall be final, conclusive and binding upon any
         Company, the Board, all Employees, all Beneficiaries of Employees and
         all persons and entities having an interest therein. Notwithstanding
         any provision in this Plan to the contrary, the Committee shall have no
         authority to take any action or make any decision which impacts solely
         on the Plan benefits of the members of the Committee. In addition, no
         member of the Committee shall have authority to take action or make any
         decision which impacts solely on the Plan benefits of the member of the
         Committee.


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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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         SECTION 3.2. Members of the Committee shall serve without compensation
         for their services unless otherwise determined by the Board. All
         expenses of administering the Plan shall be paid by the Company.

         SECTION 3.3. Sallie Mae shall indemnify and hold harmless each member
         of the Committee from any and all claims, losses, damages, expenses
         (including counsel fees) and liability (including any amounts paid in
         settlement of any claim or any other matter with the consent of the
         Board) arising from any act or omission of such member, except when the
         same is due to gross negligence or willful misconduct.

         SECTION 3.4. Any decisions, actions or interpretations to be made under
         the Plan by the Committee shall be made in its respective sole
         discretion, not as a fiduciary, and need not be uniformly applied to
         similarly situated individuals and shall be final, binding and
         conclusive on all persons interested in the Plan.

ARTICLE 4. PARTICIPATION
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         SECTION 4.1. ELECTION TO PARTICIPATE: SALARY DEFERRALS. Annually, all
         Eligible Employees will be offered the opportunity to defer Salary to
         be earned in the following Plan Year. Any Eligible Employee may enroll
         in the Plan, effective as of the first day of a Plan Year, by filing a
         complete and fully executed Enrollment Agreement with the Committee by
         a date established by the Committee, but in no event later than the
         last day of the preceding Plan Year. Pursuant to said Enrollment
         Agreement, the Eligible Employee shall elect (a) the percentage of
         Salary to be deferred (pursuant to payroll reduction, and after
         required payroll taxes have been deducted), such percentage to be
         stated as a whole number, and (b) the Distribution Option applicable to
         such Salary Deferrals. A Participant shall allocate his or her Salary
         Deferrals between the Distribution Options in increments of ten
         percent, provided, however, that 100 percent of such deferrals may be
         allocated to one or the other of the Distribution Options.

                  The Committee may establish minimum or maximum amounts that
         may be deferred under this Section and may change such standards from
         time to time. Any such limits shall be communicated by the Committee to
         the Eligible Employees prior to the commencement of a Plan Year.

                  Once a Participant files an Enrollment Agreement with respect
         to Salary to be earned in the subsequent Plan Year, he may not change
         the percentage of Salary to be deferred or the allocation of such
         deferrals between the Distribution Options, except that he may file an
         election to suspend Salary Deferrals. Any such election to suspend
         Salary Deferrals shall be effective with respect to the first pay
         period that begins at least 30 days following the date on which such
         request to suspend Salary Deferrals is received by the Committee. Any
         suspension shall be effective for the remainder of the Plan Year.

         SECTION 4.2. ELECTION TO PARTICIPATE: BONUS DEFERRALS. Annually, all
         Eligible Employees will be offered the opportunity to defer Bonus
         earned in such Plan Year and payable in the following Plan Year. An
         Enrollment Agreement to make such Bonus Deferrals must be filed by such
         date established by the Committee, but in no event later than the last
         day of the second quarter of the Plan Year in which such Bonus is
         earned, except for the bonus earned for 1998, which may be deferred by
         special election on or before December 31, 1998. Pursuant to said
         Enrollment Agreement, the Eligible Employee shall elect (a) the
         percentage of Bonus to be deferred (pursuant to payroll reduction, and
         after required payroll taxes have been deducted), such percentage to be
         stated as a whole number, and (b) the Distribution Option applicable to
         such Bonus Deferrals. A Participant shall allocate his or her Bonus
         Deferrals between the Distribution Options in increments of ten
         percent, provided, however, that 100 percent of such deferrals may be
         allocated to one or the other of the Distribution Options.


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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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                  The Committee may establish minimum or maximum amounts that
         may be deferred under this Section and may change such standards from
         time to time. Any such limits shall be communicated by the Committee to
         the Eligible Employees prior to the commencement of a Plan Year.

                  Once a Participant files an Enrollment Agreement with respect
         to Bonus earned in the Plan Year, he may not change the percentage of
         Bonus to be deferred or the allocation of such deferrals between the
         Distribution Options.

         SECTION 4.3. NEWLY ELIGIBLE EMPLOYEES. The Committee may, in its
         discretion, permit Employees who first become Eligible Employees after
         the beginning of a Plan Year to enroll in the Plan for that Plan Year
         by filing a complete and fully executed Enrollment Agreement, in
         accordance with Sections 4.1 and 4.2, as soon as practicable following
         the date the Employee becomes an Eligible Employee but, in no event
         later than 30 days after such date. Any election by an Eligible
         Employee, pursuant to this Section, to defer Salary shall apply only to
         such amounts as are earned by the Eligible Employee after the date on
         which such Enrollment Agreement is filed. Notwithstanding anything in
         this Section to the contrary, a newly Eligible Employee shall not be
         eligible to elect to defer any Bonus earned in the Plan Year in which
         he first becomes an Eligible Employee, if he becomes an Eligible
         Employee after June 30 of the Plan Year.

         SECTION 4.4. SUPPLEMENTAL COMPANY CONTRIBUTIONS. The Company may make a
         Supplemental Company Contribution, if necessary, to make up for any
         contributions under the Sallie Mae 401(k) Savings Plan and the
         Retirement Plan that a Participant would have received in such plans if
         he had not elected to make Salary Deferrals or Bonus Deferrals pursuant
         to the terms of this Plan. Any Supplemental Company Contribution shall
         be credited to the Retirement Distribution Account.

         SECTION 4.5. TRANSFERS FROM OTHER PLANS OF DEFERRED COMPENSATION. The
         Company may credit an Eligible Employee with an amount under this Plan
         equal to the amount credited under a prior plan of deferred
         compensation maintained by the Company or its predecessor on behalf of
         a selected group of management and highly compensated employees. Any
         such amount shall be credited to the Retirement Distribution Account.


ARTICLE 5. DISTRIBUTION OPTION ACCOUNTS
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         SECTION 5.1. DISTRIBUTION OPTION ACCOUNTS. The Committee shall
         establish on its books a hypothetical account for a Participant. This
         account shall be referred to as the Distribution Option Account. Each
         Distribution Option Account shall be comprised of one or more
         sub-accounts. One sub-account shall be referred to as the Retirement
         Distribution Account. Generally, the distribution of amounts credited
         to the Retirement Distribution Account shall be subject to Section 7.1.
         The other sub-accounts shall be referred to as In-Service Distribution
         Accounts. One In-Service Distribution Account shall be established for
         each five-year Distribution Option Period. Supplemental Company
         Contributions, when credited, are credited only to the Retirement
         Distribution Account.

         SECTION 5.2. EARNINGS ON DISTRIBUTION OPTION ACCOUNTS. A Participant's
         Distribution Option Account shall be credited with earnings in
         accordance with the Earnings Crediting Options, elected by the
         Participant from time to time, until such Account is fully distributed.
         Participants may allocate their Retirement Distribution Account and/or
         each of their In-Service Distribution Accounts among the Earnings
         Crediting Options available under the Plan only in accordance with
         rules and procedures adopted by the Committee. The deemed rate of
         return, positive or negative, credited under each Earnings Crediting
         Option is based upon the actual investment performance of such Earnings
         Crediting Option, and shall equal the total return of such Earnings
         Crediting Option, net of asset based charges, including, without
         limitation, money management fees, fund expenses and mortality and
         expense risk insurance contract charges. The Company reserves the
         right, on a prospective basis, to add or delete Earnings Crediting
         Options.

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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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         SECTION 5.3. EARNINGS CREDITING OPTIONS. Notwithstanding that the rates
         of return credited to Participants' Distribution Option Accounts under
         the Earnings Crediting Options are based upon the actual performance of
         the Earnings Crediting Options, the Company shall not be obligated to
         invest any Salary or Bonus Deferrals, Supplemental Company
         Contributions, or any other amounts, in such Earnings Crediting
         Options.

         SECTION 5.4. CHANGES IN EARNINGS CREDITING OPTIONS. A Participant may
         change the Earnings Crediting Options to which his Distribution Option
         Account is deemed to be allocated with whatever frequency is determined
         by the Committee, which shall not be less than four times per Plan
         Year; provided however, that changes in Earnings Crediting Options
         based on the investment performance of Sallie Mae common stock that
         would affect the time and manner of payment of a Retirement
         Distribution Account will be effective only if it is filed at least six
         months prior to Retirement and in the Plan Year preceding the Plan Year
         in which the Participant's Retirement occurs. Each such change may
         include (a) reallocation of the Participant's existing Retirement
         Distribution Account and In-Service Distribution Accounts among the
         Earnings Crediting Options, and/or (b) reallocation of Earnings
         Crediting Options with respect to amounts to be credited to the
         Participant's Account in the future, as the Participant may elect. Any
         such change must be in accordance with the rules and procedures adopted
         by the Committee.

         SECTION 5.5. VALUATION OF ACCOUNTS. The value of a Participant's
         Distribution Option Account as of any Valuation Date shall equal the
         amounts theretofore credited to such Account, including any earnings
         (positive or negative) deemed to be earned on such Account in
         accordance with Section 5.2 through the Valuation Date preceding such
         date, less the amounts therefore deducted from such Account.

         SECTION 5.6. STATEMENT OF ACCOUNTS. The Committee shall provide to each
         Participant, not less frequently than annually, a statement in such
         form as the Committee deems desirable setting forth the balance
         standing to the credit of each Participant in each of his Distribution
         Option Account.

         SECTION 5.7. DISTRIBUTION FROM ACCOUNTS. The Participant's Distribution
         Option Account shall be reduced by the amount of payments made by the
         Company to the Participant or the Participant's Beneficiary pursuant to
         this Plan. Any distribution made to or on behalf of a Participant from
         his Distribution Option Account in an amount which is less than the
         entire balance of any such Account shall be made pro rata from each of
         the Earnings Crediting Options to which such Account is then allocated.


ARTICLE 6. DISTRIBUTION OPTIONS
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         SECTION 6.1. ELECTION OF DISTRIBUTION OPTION. In the first Enrollment
         Agreement filed with the Committee, an Eligible Employee shall elect
         the time and manner of payment pursuant to which the Eligible
         Employee's Distribution Option Account will be paid. The Eligible
         Employee may elect that deferrals be paid either in accordance with the
         Retirement Distribution Option, or the In-Service Distribution Option.
         Any deferrals to be paid in accordance with the Retirement Distribution
         Option shall be maintained in the Retirement Distribution Account. Any
         deferrals to be paid in accordance with the In-Service Distribution
         Option shall be maintained in an In-Service Distribution Account, one
         such In-Service Distribution Option being established for each
         Distribution Option Period.

         SECTION 6.2. RETIREMENT DISTRIBUTION OPTION. An election as to the time
         and manner of payment of a Retirement Distribution Account shall be
         applicable to all amounts in the Retirement Distribution Account;
         except that an election as to the time and manner of payment of amounts
         deemed to be allocated to SALLIE MAE stock as an Earnings Crediting
         Option may be different from an election as to the remainder of the
         Retirement Distribution Account. Elections may be changed at any time
         prior to Retirement by filing a new election with the Committee; except
         that any such election change will only be effective if it is filed at
         least six months prior to Retirement and in the Plan Year


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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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         preceding the Plan Year in which the Participant's Retirement occurs.
         Once a Participant terminates Services on account of Retirement, he may
         not change his election with respect to the timing and manner of
         payment of his Retirement Distribution Account.

         SECTION 6.3. IN-SERVICE DISTRIBUTION OPTION. The time and manner of
         payment elected with respect to an In-Service Distribution Account must
         be elected on the Enrollment Agreement at the time Salary or Bonus
         Deferrals are first directed into the In-Service Distribution Account.
         The election of the time and manner of payment will be applicable to
         all amounts in the In-Service Distribution Account and cannot be
         changed until the Distribution Option Period has terminated and a new
         Distribution Option Period has begun, at which time, a new In-Service
         Distribution Account shall he established for future deferrals.

                  Amounts credited to the In-Service Distribution Account must
         be deferred for at least two years. Therefore, if a Participant selects
         a commencement date that is not at least two years beyond the last day
         of the Distribution Option Period, then any deferrals that would be
         made within two years of the elected commencement date shall
         automatically be credited to the Retirement Distribution Account.

                  Amounts credited to the In-Service Distribution Account must
         remain in the In-Service Distribution Account for at least two years.
         In the event a Participant's In-Service Distribution Account includes
         amounts deferred within two years of the date on which the Participant
         has elected a distribution of his In-Service Distribution Account,
         deferrals in an amount equal to the deferrals made within the prior
         two-year period, measured from the date of distribution, and earnings
         attributable to such amounts, shall remain credited to the In-Service
         Distribution Account until all such deferrals have been credited to the
         Plan for two years, at which time, they shall be distributable as soon
         as administratively feasible in accordance with the Participant's
         election.

ARTICLE 7. DISTRIBUTION OF BENEFITS TO PARTICIPATNTS
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         SECTION 7.1. BENEFITS UNDER THE RETIREMENT DISTRIBUTION OPTION.
         Benefits under the Retirement Distribution Option shall be paid to a
         Participant as follows:

                           (a) BENEFITS UPON RETIREMENT. In the case of a
                  Participant whose Service with the Company terminates on
                  account of his Retirement, the Participant's Retirement
                  Distribution Account shall be distributed in one of the
                  following methods, as elected by the Participant in accordance
                  with Section 6.2: (i) in a lump sum, (ii) in annual
                  installments, or (iii) in accordance with any formula elected
                  by the Participant that is mathematically derived and is
                  acceptable to the Committee; except that, if elected by a
                  Participant, amounts deemed to be allocated to SALLIE MAE
                  stock as an Earnings Crediting Option shall be made in a lump
                  sum in SALLIE MAE stock. A Participant's Retirement
                  Distribution Account must be distributed in full before the
                  end of the fortieth year following the year in which occurs
                  the Participant's Retirement.

                           The Participant's Retirement Distribution Account
                  shall be distributed, as elected by the Participant, no later
                  than January 31 of the Plan Year immediately following (1) the
                  Plan Year in which the Participant's Retirement occurs, or (2)
                  the Plan Year in which the Participant attains an age
                  specified in the Enrollment Agreement provide the
                  Participant's Retirement has occurred; except that, if elected
                  by a Participant, amounts deemed to be allocated to SALLIE MAE
                  stock as an Earnings Crediting Option shall be made within 60
                  days of Retirement.

                           A lump sum benefit shall equal the value of the
                  Retirement Distribution Account as of the Valuation Date
                  immediately preceding the date of payment. The first annual
                  installment payment shall equal (i) the value of such
                  Retirement Distribution Account as of the Valuation Date
                  immediately preceding the date of payment, divided by (ii) the
                  number of annual installment payments elected by the
                  Participant in the Enrollment Agreement,


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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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                  pursuant to which such Retirement Distribution Account was
                  established. The remaining annual installments shall equal (i)
                  the value of such Retirement Distribution Account as of the
                  Valuation Date immediately preceding Plan Year divided by (ii)
                  the number of installments remaining."

                           (b) BENEFITS UPON TERMINATION OF EMPLOYMENT. A
                  Participant may also elect on the Enrollment Agreement to have
                  his Retirement Distribution Account paid in the form of a lump
                  sum if he should terminate Service prior to his Retirement.
                  Such lump sum will be distributed as soon as administratively
                  feasible following the date that is 12 months from the End
                  Termination Date; except that, if elected by a Participant,
                  amounts deemed to be allocated to SALLIE MAE stock as an
                  Earnings Crediting Option shall be made within 60 days of his
                  End Termination Date.

         SECTION 7.2. BENEFITS UNDER THE LN-SERVICE DISTRIBUTION OPTION.
         Benefits under the In-Service Distribution Option shall be paid to a
         Participant as follows:

                           (a) In-Service Distributions. In the case of a
                  Participant who continues in Service with the Company, the
                  Participant's In-Service Distribution Account for any
                  Distribution Option Period shall be paid to the Participant
                  commencing no later than January 31 of the Plan Year
                  irrevocably elected by the Participant in the Enrollment
                  Agreement pursuant to which such In-Service Distribution
                  Account was established, in one lump sum or in annual
                  installments payable over 2, 3, 4, or 5 years. Any lump sum
                  benefit payable in accordance with this paragraph shall be
                  paid not later than January 31 of the Plan Year elected by the
                  Participant in accordance with Section 6.3, in an amount equal
                  to the value of such In-Service Distribution Account as of the
                  Valuation Date immediately preceding the date of payment.
                  Annual installment payments, if any, shall commence not later
                  than January 31 of the Plan Year as elected by the Participant
                  in accordance with Section 6.3, in an amount equal to (i) the
                  value of such In-Service Distribution Account as of the
                  Valuation Date immediately preceding the date of payment,
                  divided by (ii) the number of annual installment payments
                  elected by the Participant in the Enrollment Agreement
                  pursuant to which such In-Service Distribution Account was
                  established. The remaining annual installments shall be paid
                  not later than January 31 of each succeeding year in an amount
                  equal to (i) the value of such In-Service Distribution Account
                  as of the Valuation Date immediately preceding Plan Year
                  divided by (ii) the number of installments remaining.

                           (b) A Participant may also elect on the Enrollment
                  Agreement to have his In-Service Distribution Account paid in
                  the form of a lump sum if he should terminate Service prior to
                  his Retirement. For Participants who are Executive Officers
                  for purposes of proxy disclosure, such lump sum will be
                  distributed in SALLIE MAE stock no later than 60 days
                  following termination of Service. For other Participants, such
                  lump sum will be distributed as soon as administratively
                  feasible following the date that is 12 months from the End
                  Termination Date and such an election shall be subject to the
                  provisions of Section 6.3.

ARTICLE 8. DISABILITY
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         SECTION 8.1. In the event a Participant becomes Disabled, the
         Participant's right to make any further deferrals under this Plan shall
         terminate as of the date for which the Participant is first eligible to
         receive a disability retirement benefit from the Retirement Plan. The
         Participant's Retirement Distribution Account, if any, shall be
         distributed to the Participant in accordance with Section 7.1 (a),
         treating the day on which he first becomes eligible for a disability
         benefit from the Retirement Plan as his retirement date. The
         Participant's In-Service Distribution Accounts, if any, will be
         distributed to the Participant in accordance with Section 7.2(a),
         without regard to the fact that the Participant became Disabled.

ARTICLE 9. SURVIVOR BENEFITS
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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
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         SECTION 9.1. DEATH OF PARTICIPANT PRIOR TO THE COMMENCEMENT OF
         BENEFITS. In the event of a Participant's death prior to the
         commencement of benefits in accordance with Section 7, benefits shall
         be paid to the Participant's Beneficiary, as determined under Section
         12.3, pursuant to Section 9.2 or 9.3, whichever is applicable, in lieu
         of any benefits otherwise payable under the Plan to or on behalf of
         such Participant. The Participant's Beneficiary shall be treated as the
         Participant for purposes of the Plan and shall have the authority to
         elect the Earnings Crediting Options in the same manner as the
         Participant. In addition, the Beneficiary may elect to receive an
         accelerated distribution, pursuant to Section 11, or an Emergency
         Benefit, pursuant to Section 10. However, the Beneficiary shall not be
         entitled to change the form and timing of distribution as elected on
         the Enrollment Agreement.

                  Notwithstanding any provisions in this Section 9 to the
         contrary, in the event there is no designated Beneficiary, or the
         Beneficiary has predeceased the Participant, the Participant's
         Distribution Option Account shall be distributed to the Participant's
         estate in the form of a lump sum as soon as administratively feasible
         following the Participant's death.

         SECTION 9.2. SURVIVOR BENEFITS UNDER THE RETIREMENT DISTRIBUTION
         OPTION. A Participant may elect on the Enrollment Agreement the time
         and manner of payment of his Retirement Distribution Account in the
         event he dies prior to the commencement of distributions from such
         Retirement Distribution Account pursuant to Section 7.1. The
         Participant may elect that his Retirement Distribution Account be paid
         to his Beneficiary (a) in a lump sum as soon as practicable following
         the Participant's death, or (b) in the form, and at the time, that the
         Retirement Distribution Account would have been payable to the
         Participant, assuming the Participant retired at age 65. The amount of
         any lump sum benefit payable in accordance with this Section shall
         equal the value of such Retirement Distribution Account as of the
         Valuation Date immediately preceding the date on which such benefit is
         paid. The amount of any annual installment benefit payable in
         accordance with this Section shall equal (a) the value of such
         Retirement Distribution Account as of the Valuation Date immediately
         preceding the date on which such installment is paid, divided by (b)
         the number of annual installments remaining to be paid pursuant to the
         election of the Participant.

         SECTION 9.3. SURVIVOR BENEFITS UNDER THE IN-SERVICE DISTRIBUTION
         OPTION. A Participant may elect on the Enrollment Agreement the time
         and manner of payment of his In-Service Distribution Account in the
         event he dies prior to the commencement of distributions from such
         In-Service Distribution Account pursuant to Section 7.2. The
         Participant may elect that his In-Service Distribution Account be paid
         to his Beneficiary (a) in a lump sum as soon as practicable following
         the Participant's death, or (b) in the form, and at the time, that the
         In-Service Distribution Account would have been payable to the
         Participant. The amount of any lump sum benefit payable in accordance
         with this Section shall equal the value of such Retirement Distribution
         Account as of the Valuation Date immediately preceding the date on
         which such benefit is paid. The amount of any annual installment
         benefit payable in accordance with this Section shall equal (a) the
         value of such Retirement Distribution Account as of the Valuation Date
         immediately preceding the date on which such installment is paid,
         divided by (b) the number of annual installments remaining to be paid
         pursuant to the election of the Participant.

         SECTION 9.4. DEATH OF PARTICIPANT AFTER BENEFITS HAVE COMMENCED. In the
         event a Participant dies after annual installments from his
         Distribution Option Account have commenced, but before the entire
         balance of such Account has been paid, any remaining installments shall
         continue to be paid to the Participant's Beneficiary, as determined
         under Section 12.3, at such times and in such amounts as they would
         have been paid to the Participant had he survived.

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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
--------------------------------------------------------------------------------

ARTICLE 10. EMERGENCY BENEFIT
--------------------------------------------------------------------------------

         SECTION 10.1. In the event that the Committee, upon written request of
         a Participant, determines, in its sole discretion, that the Participant
         has suffered an unforeseeable financial emergency, the Company shall
         pay to the Participant from the vested portion of his Distribution
         Option Account, as soon as practicable following such determination, an
         amount necessary to meet the emergency, after deduction of any and all
         taxes as may be required pursuant to Section 12.9 (the "Emergency
         Benefit"). For purposes of this Plan, an unforeseeable financial
         emergency is an unexpected need for cash arising from an illness,
         casualty, loss, sudden financial reversal, or other such unforeseeable
         occurrence. Cash needs arising from foreseeable events, such as the
         purchase of a house or education expenses for children, shall not be
         considered to be the result of an unforeseeable financial emergency.
         Emergency Benefits shall be paid first from the Participant's
         In-Service Distribution Accounts, if any, in the order in which such
         Accounts would otherwise be distributed to the Participant. If the
         distribution exhausts the In-Service Accounts, the Retirement
         Distribution Account may be accessed. However, no Emergency Benefit may
         be distributed from deferrals, and earnings attributable to such
         deferrals, that have been credited to the Plan less than two years.
         With respect to that portion of any Distribution Option Account which
         is distributed to a Participant as an Emergency Benefit in accordance
         with this Section, no further benefit shall be payable to the
         Participant under this Plan. Notwithstanding anything in this Plan to
         the contrary, a Participant who receives an Emergency Benefit in any
         Plan Year shall not be entitled to make any further Salary or Bonus
         Deferrals for the remainder of such Plan Year. It is intended that the
         Committee's determination as to whether a Participant has suffered an
         "unforeseeable financial emergency" shall be made consistent with
         section 457(d)(1)(A)(iii) of the Code.

ARTICLE 11. ACCELERATED DISTRIBUTION
--------------------------------------------------------------------------------

         SECTION 11.1. AVAILABILITY OF WITHDRAWAL PRIOR TO THE COMMENCEMENT OF
         DISTRIBUTIONS. Upon the Participant's written election, the Participant
         may elect to withdraw all or a portion of the Participant's
         Distribution Option Account at any time prior to the time such
         Distribution Option Account is otherwise payable under the Plan,
         provided the conditions specified in Sections 11.3, 11.4, and 11.5 are
         satisfied. However, no amount may be distributed from deferrals, and
         earnings attributable to such deferrals, that have been credited to the
         Plan less than two years.

         SECTION 11.2. ACCELERATION OF PERIODIC DISTRIBUTIONS. Upon the
         Participant's written election, the Participant or Participant's
         Beneficiary who is receiving installment payments under the Plan may
         elect to have all or a percentage of the remaining installments
         distributed in the form of an immediately payable lump sum, provided
         the condition specified in Sections 11.3, 11.4 and 11.5 are satisfied.

         SECTION 11.3. FORFEITURE PENALTY. In the event of a withdrawal pursuant
         to Section 11.1, or an accelerated distribution pursuant to Section
         11.2, the Participant shall forfeit from the sub-account of his
         Distribution Option Account from which the withdrawal is made an amount
         equal to 10% of the amount of the withdrawal or accelerated
         distribution, as the case may be. The forfeited amount shall be
         deducted from the applicable sub-account prior to giving effect to the
         requested withdrawal or acceleration. The Participant and the
         Participant's Beneficiary shall not have any right or claim to the
         forfeited amount, and the Company shall have no obligation whatsoever
         to the Participant, the Participant's Beneficiary or any other person
         with regard to the forfeited amount

         SECTION 11.4. MINIMUM WITHDRAWAL. In no event shall the amount
         withdrawn in accordance with Section 1 1.1 or 11.2 be less than 25% of
         the amount credited to the Participant's Distribution Option Account
         immediately prior to the withdrawal.

         SECTION 11.5. SUSPENSION FROM DEFERRALS. In the event of a withdrawal
         pursuant to Section 11.1 or 11.2, a Participant who is otherwise
         eligible to make deferrals under Section 4 shall be prohibited from
         making any deferrals with respect to the Plan Year immediately
         following the Plan Year during

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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
--------------------------------------------------------------------------------

         which the withdrawal is made, and any election previously made by the
         Participant with respect to deferrals for the Plan Year of the
         withdrawal shall be void and of no effect with respect to subsequent
         Salary and Bonus Deferrals for such Plan Year.

ARTICLE 12. EARNINGS CREDITING OPTION BASED ON COMPANY STOCK
--------------------------------------------------------------------------------

         SECTION 12.1. INSIDERS. Effective February 1, 2001, notwithstanding any
         other provision of the Plan, elections by "Insiders" (Participants who,
         as of February 1, 2001, and at any time subsequent to February 1, 2001,
         are considered by the Company to be subject to Section 16b of the
         Securities Exchange Act of 1934) to have their Distribution Option
         Account deemed to be invested in Company stock may not be changed.
         Further, any portion of an Insider's Distribution Option Account deemed
         to be invested in Company stock shall be distributed in a lump sum, in
         the form of Company stock within 60 days of separation from service.

ARTICLE 13. MISCELLANEOUS
--------------------------------------------------------------------------------

         SECTION 13.1. AMENDMENT AND TERMINATION. The Plan may be amended,
         suspended, discontinued or terminated at any time by the Committee;
         provided, however, that no such amendment, suspension, discontinuance
         or termination shall reduce or in any manner adversely affect the
         rights of any Participant with respect to benefits that are payable or
         may become payable under the Plan based upon the balance of the
         Participant's Accounts as of the effective date of such amendment,
         suspension, discontinuance or termination.

         SECTION 13.2. CLAIMS PROCEDURE.
                       -----------------

                  (a) Claim

                  A person who believes that he is being denied a benefit to
         which he is entitled under the Plan (hereinafter referred to as a
         "Claimant") may file a written request for such benefit with the Plan
         Administrator, setting forth the claim.

                  (b) Claim Decision

                  Upon receipt of a claim, the Plan Administrator shall advise
         the Claimant that a reply will be forthcoming within ninety (90) days
         and shall, in fact, deliver such reply within such period. The Plan
         Administrator may, however, extend the reply period for an additional
         ninety (90) days for reasonable cause.

                  If the claim is denied in whole or in part, the Claimant shall
         be provided a written opinion, using language calculated to be
         understood by the Claimant, setting forth:

                           (1) The specific reason or reasons for such denial:

                           (2) The specific reference to pertinent provisions of
                           this Agreement on which such denial is based;

                           (3) A description of any additional material or
                           information necessary for the Claimant to perfect his
                           claim and an explanation why such material or such
                           information is necessary; and

                           (4) Appropriate information as to the steps to be
                           taken if the Claimant wishes to submit the claim for
                           review.

                  (c) Request for Review

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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
--------------------------------------------------------------------------------

                  Within sixty (60) days after the receipt by the Claimant of
         the written opinion described above, the Claimant may request in
         writing that the Committee review the determination of the Plan
         Administrator. The Claimant or his duly authorized representative may,
         but need not, review the pertinent documents and submit issues and
         comment in writing for consideration by the Committee. If the Claimant
         does not request a review of the initial determination within such
         sixty (60) day period, the Claimant shall be barred and estopped from
         challenging the determination.

                  (d) Review of Decision

                  Within sixty (60) days after the Committee's receipt of a
         request for review, it will review the initial determination. After
         considering all materials presented by the Claimant, the Committee will
         render a written opinion, written in a manner calculated to be
         understood by the Claimant, setting forth the specific reasons for the
         decision and containing specific references to the pertinent provisions
         of this Agreement on which the decision is based. If special
         circumstances require that the sixty (60) day time period be extended,
         the Committee will so notify the Claimant and will render the decision
         as soon as possible, but no later than one hundred twenty (120) days
         after receipt of the request for review.

         SECTION 13.3. DESIGNATION OF BENEFICIARY. Each Participant may
         designate a Beneficiary or Beneficiaries (which Beneficiary may be an
         entity other than a natural person) to receive any payments which may
         be made following the Participant's death. Such designation may be
         changed or canceled at any time without the consent of any such
         Beneficiary. Any such designation, change or cancellation must be made
         in a form approved by the Committee and shall not be effective until
         received by the Committee, or its designee. If no Beneficiary has been
         named, or the designated Beneficiary or Beneficiaries shall have
         predeceased the Participant, the Beneficiary shall be the Participant's
         estate. If a Participant designates more than one Beneficiary, the
         interests of such Beneficiaries shall be paid in equal shares, unless
         the Participant has specifically designated otherwise.

         SECTION 13.4. LIMITATION OF PARTICIPANT'S RIGHT. Nothing in this Plan
         shall be construed as conferring upon any Participant any right to
         continue in the employment of the Company, nor shall it interfere with
         the rights of the Company to terminate the employment of any
         Participant and/or to take any personnel action affecting any
         Participant without regard to the effect which such action may have
         upon such Participant as a recipient or prospective recipient of
         benefits under the Plan. Any amounts payable hereunder shall not be
         deemed salary or other Salary to a Participant for the purposes of
         computing benefits to which the Participant may be entitled under any
         other arrangement established by the Company for the benefit of its
         employees.

         SECTION 13.5. NO LIMITATION ON COMPANY ACTIONS. Nothing contained in
         the Plan shall be construed to prevent the Company from taking any
         action which is deemed by it to be appropriate or in its best interest.
         No Participant, Beneficiary, or other person shall have any claim
         against the Company as a result of such action.

         SECTION 13.6. OBLIGATIONS TO COMPANY. If a Participant becomes entitled
         to a distribution of benefits under the Plan, and if at such time the
         Participant has outstanding any debt, obligation, or other liability
         representing an amount owing to the Company, then the Company may
         offset such amount owed to it against the amount of benefits otherwise
         distributable, to the extent permissible under State law. Such
         determination shall be made by the Committee.

         SECTION 13.7. NONALIENATION OF BENEFITS. Except as expressly provided
         herein, no Participant or Beneficiary shall have the power or right to
         transfer (otherwise than by will or the laws of descent and
         distribution), alienate, or otherwise encumber the Participant's
         interest under the Plan, except pursuant to a domestic relations order
         that would qualify as a Qualified Domestic Relations Order under
         section 414(p) of the Code. The Company's obligations under this Plan
         may not be assigned or transferred except to (a) any corporation or
         partnership which acquires all or substantially all of the Company's
         assets or (b) any corporation or partnership into which the Company may
         be merged

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                               USA EDUCATION, INC.
                  DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
--------------------------------------------------------------------------------

         or consolidated. The provisions of the Plan shall inure to the benefit
         of each Participant and the Participant's Beneficiaries, heirs,
         executors, administrators or successors in interest.

         SECTION 13.8. PROTECTIVE PROVISIONS. Each Participant shall cooperate
         with the Company by furnishing any and all information requested by the
         Company in order to facilitate the payment of benefits hereunder,
         taking such physical examinations (for insurance purposes) as the
         Company may deem necessary and taking such other relevant action as may
         be requested by the Company. If a Participant refuses to cooperate, the
         Company shall have no further obligation to the Participant under the
         Plan, other than payment to such Participant of the then current
         balance of the Participant's Distribution Option Accounts in accordance
         with his prior elections.

         SECTION 13.9. WITHHOLDING TAXES. The Company may make such provisions
         and take such action as it may deem necessary or appropriate for the
         withholding of any taxes which the Company is required by any law or
         regulation of any governmental authority, whether Federal, state or
         local, to withhold in connection with any benefits under the Plan,
         including, but not limited to, the withholding of appropriate sums from
         any amount otherwise payable to the Participant (or his Beneficiary).
         Each Participant, however, shall be responsible for the payment of all
         individual tax liabilities relating to any such benefits.

         SECTION 13.10. UNFUNDED STATUS OF PLAN. The Plan is intended to
         constitute an "unfunded" plan of deferred Salary for Participants.
         Benefits payable hereunder shall be payable out of the general assets
         of the Company, and no segregation of any assets whatsoever for such
         benefits shall be made. Notwithstanding any segregation of assets or
         transfer to a grantor trust, with respect to any payments not yet made
         to a Participant, nothing contained herein shall give any such
         Participant any rights to assets that are greater than those of a
         general creditor of the Company.

         SECTION 13.11. SEVERABILITY. If any provision of this Plan is held
         unenforceable, the remainder of the Plan shall continue in full force
         and effect without regard to such unenforceable provision and shall be
         applied as though the unenforceable provision were not contained in the
         Plan.

         SECTION 13.12. GOVERNMENT LAW. The Plan shall be construed in
         accordance with the laws of the Commonwealth of Virginia, without
         reference to the principles of conflict of laws.

         SECTION 13.13. HEADINGS. Headings are inserted in this Plan for
         convenience of reference only and are to be ignored in the construction
         of the provisions of the Plan.

         SECTION 13.14. GENDER, SINGULAR OR PLURAL. All pronouns and any
         variations thereof shall be deemed to refer to the masculine, feminine,
         or neuter, as the identity of the person or persons may require. As the
         context may require, the singular may read as the plural and the plural
         as the singular.

         SECTION 13.15. NOTICE. Any notice or filing required or permitted to be
         given to the Plan Administrator or the Committee under the Plan shall
         be sufficient if in writing and hand delivered, or sent by registered
         or certified mail, to the Human Resources Department, or to such other
         entity as the Plan Administrator or the Committee may designate from
         time to time. Such notice shall be deemed given as to the date of
         delivery, or, if delivery is made by mail, as of the date shown on the
         postmark on the receipt for registration or certification.

                  This Plan restatement includes amendments made on June 30,
         1999, October 1, 2000 and February 1, 2001.



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