Exhibit
4.1


SLM
CORPORATION


OFFICERS’ CERTIFICATE


This certificate is furnished to JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee (the “Trustee”), pursuant to Sections 2.02(a) and
(c) of the Indenture, dated as of October 1, 2000, as amended or
supplemented, between SLM Corporation, a Delaware corporation (the “Company”),
and the Trustee (the “Indenture”).


The Company has filed with the Securities and Exchange
Commission (the “Commission”) a Registration Statement (File No. 333-130584),
including a prospectus dated December 21, 2005, and will file with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933,
as amended (the “Securities Act”) a prospectus dated May 5, 2006 and a
prospectus supplement dated May 5, 2006 with respect to the continued
offering of the Company’s Medium Term Notes, Series A (the “Medium Term
Notes”); and the prospectus relating to the Medium Term Notes included in the
Registration Statement, and the prospectus and the prospectus supplement
relating to the Medium Term Notes filed with the Commission pursuant to Rule 424(b) under
the Securities Act, in each case as superseded or modified, and in each case
including all material incorporated by reference therein, collectively the “Prospectus”).
The Company proposes to file with the Commission from time to time if
necessary, free writing prospectuses (as defined in Rule 405 under the
Securities Act) pursuant to Rule 433 under the Securities Act and pricing
supplements to the Prospectus pursuant to Rule 424(b) under the
Securities Act, which will describe certain pricing terms of the Medium Term
Notes (each, a “Pricing Supplement”). The terms of each issuance of
Medium Term Notes will be set forth in an officers’ certificate under Sections
2.02(a) and (c) of the Indenture with the applicable Pricing
Supplement appended (each, an “Officers’ Certificate”).


By resolution dated May 20, 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. Such resolution is attached as Exhibit A
to this certificate.


The undersigned, C. E. Andrews, Executive Vice
President and Chief Financial Officer of 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 the Medium Term Notes issued from time to
time under the Indenture.


A.   Terms and Conditions of the Medium Term
Notes


(1)   Title of Medium Term Notes.   The
title of the Medium Term Notes is “Medium Term Notes, Series A.”


(2)   Aggregate Principal Amount of Medium Term
Notes.   There will be an indeterminate aggregate initial offering
price or number of Medium Term Notes.









 



(3)   Maturity Dates.   The Medium Term
Notes will be issued on different dates and will have minimum maturities of
nine (9) months from their respective dates of issue, in each case as
stated in the Officers’ Certificate.


(4)   Interest.   Each Medium Term Note
may be a fixed rate note (“Fixed Rate Note”) or floating rate note (“Floating
Rate Note”). The Medium Term Notes will bear interest as specified in the
Prospectus and Officers’ Certificate. The Prospectus and Officers’ Certificate
will state the date or dates from which interest accrues on the Medium Term
Notes, the interest payment dates for interest to be paid on the Medium Term
Notes and the regular record dates for such interest payment dates. Under no
circumstances will additional amounts on the Medium Term Notes be payable in
respect of specified taxes, assessments or other governmental charges withheld
or deducted.


(5)   Record Date.   The record dates
for payment of interest will be set forth in the Officers’ Certificate.


(6)   Paying Agent and Calculation Agent.   The
Trustee will be the paying agent for the Medium Term Notes, unless the Officers’
Certificate states otherwise. The Company will be the Calculation Agent for the
Medium Term Notes, unless the Officers’ Certificate states otherwise


(7)   Registered Securities.   The
Medium Term Notes will be issued in registered form, without interest coupons,
unless the Officers’ Certificate states otherwise.


(8)   Form of Medium Term Notes.   The
Medium Term Notes will be issued in book-entry form and represented by one or
more master notes or global notes, unless the Officers’ Certificate states
otherwise.


(9)   Depositary.   The depositary for
the Medium Term Notes issued in book-entry form will be the Depository Trust
Company, unless the Officers’ Certificate states otherwise.


(10)   Denomination.   The Medium Term
Notes will be issued in denominations of $1,000 and any integral multiple of
$1,000, unless the Officers’ Certificate states otherwise.


(11)   Currency.   Payments of
principal and interest on the Medium Term Notes will be made in U.S. Dollars,
unless the Officers’ Certificate states otherwise.


(12)   Redemption.   No Medium Term
Note, or portion of Medium Term Note, will be redeemable at the option of the
Company or repayable at the option of the holder, unless the Officers’
Certificate states otherwise.


(13)   Sinking Fund.   The Medium Term
Notes will not have the benefit of a sinking fund, unless the Officers’
Certificate states otherwise.


(14)   Conversion.   The Medium Term
Notes will not be convertible or exchangeable into any other class or series of
securities, unless the Officers’ Certificate states otherwise.



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(15)   Defeasance.   The Medium Term
Notes will not be subject to the defeasance provision of the Indenture, unless
the Officers’ Certificate states otherwise.


(16)   Priority.   The Medium Term
Notes are senior unsecured obligations of the Company and rank equally in right
of payment with any other senior unsecured and unsubordinated indebtedness the
Company may issue from time to time. The Medium Term Notes will rank senior to
any subordinated indebtedness the Company may issue from time to time.


(17)   Forms of Medium Term Notes.   The
form of master note, as well as other forms of notes, which may from time to
time be issued, are attached as Exhibit B to this Officers’
Certificate.


(18)   Other Terms.   The Medium Term
Notes may have such other terms specified in the Officers’ Certificate which
are not inconsistent with the provisions of the Indenture.


B.   Trustee Payments


(1)   Establishment of Account; Investments.   The
Company directs and authorizes the Trustee to establish one or more debt
service accounts in respect of the Medium Term Notes. All or a portion of the
amounts paid to the Trustee by the Company are to be deposited in such accounts
and are to be invested and reinvested by the Trustee pursuant to written
directions from the Company, which direction may be in the form of a standing
direction. Such investments may be in one or more Eligible Instruments (as
defined in the Indenture) or Eligible Investments (defined below). Notwithstanding the foregoing, no
investment of any such amount may mature later than the New York City and
London Business Day (as defined in the Prospectus) preceding the applicable
payment date (or, in the case of an investment in an obligation of the Trustee,
no later than the applicable payment date) and no such investment may be sold
prior to its maturity date. On each payment date, the trustee is required to
withdraw any net reinvestment income and return such amount to the Company. The
Trustee has no obligation to invest and reinvest any cash held in such accounts
established by the Trustee in the absence of a timely and specific written
investment direction from the Company. In no event is the Trustee liable for
the selection of investments or for investment losses incurred thereon. The
Trustee has no liability in respect of losses incurred as a result of the
liquidation of any investment prior to its stated maturity or the failure of
the Company to provide timely written investment direction.


“Eligible Investments” means book-entry securities,
negotiable instruments or securities represented by instruments in bearer or registered
form, with respect to which the Trustee has taken delivery, which evidence: (i) direct
obligations of, and obligations fully guaranteed as to the full and timely
payment by, the United States of America, (ii) demand deposits, time
deposits or certificates of deposit of any depository institution or trust
company incorporated under the laws of the United States of America or any
State thereof and subject to supervision and examination by Federal or State
banking or depository institution authorities, provided that at the time of
investment or contractual commitment to invest therein, the commercial paper or
other short-term unsecured debt obligations (other than such obligations the
rating of which is based on the credit of a person other than such depository
institution or trust company) thereof shall be rated “A-1+” by Standard &
Poor’s Ratings Services, a division of the McGraw-Hill Companies (“S&P”)
and “P-1” by Moody’s Investors Service, Inc. (“Moody’s”); (iii) commercial
paper that,



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at the time of the investment or contractual
commitment to invest therein, is rated “A-1” by S&P and “P-1” by Moody’s; (iv) bankers’
acceptances issued by any depository institution or trust company referred to
in (ii) above; (v) repurchase obligations with respect to any
security pursuant to a written agreement that is a direct obligation of, or
fully guaranteed as to the full and timely payment by, the United States of
America or any agency or instrumentality thereof, the obligations of which are
backed by the full faith and credit of the United States of America, in either
case entered into with a depository institution or trust company the deposits
of which are insured by the Federal Deposit Insurance Corporation and whose
commercial paper or other short-term unsecured debt obligations are rated “A-1+”
by S&P and “P-1” by Moody’s; and (vi) money market mutual funds
registered under the Investment Company Act of 1940, as amended, having a
rating, at the time of such investment from each of S&P and Moody’s in the
highest investment category granted thereby. Any Eligible Investments may be
purchased by or through the Trustee or any of its affiliates and shall include
such securities issued by the Trustee or its affiliates.


C.   Additional Certification.   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 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.



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IN WITNESS WHEREOF, we have executed this certificate
as of May 5, 2006.


	
  /s/ C. E. Andrews

  	
   

  	
  /s/ Mary F. Eure

  
	
  C. E. Andrews

  	
   

  	
  Mary F. Eure

  
	
  Executive Vice
  President and

  	
   

  	
  Vice President and Corporate Secretary

  
	
  Chief Financial
  Officer

  	
   

  	
  SLM Corporation

  
	
  SLM Corporalion

  	
   

  	
   

  



 



 5














 


	
  USA Education, Inc.

  	
   

  
	
  Meeting of the Board of Directors

  	
  Exhibit A

  
	
  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 Officers”)
are authorized to take or cause to be taken any and all such actions as such
officer or officers may deem necessary or desirable to carry out the purpose
and intent of the forgoing resolutions, and any and all actions heretofore
taken by any one or more of such Authorized Officers in connection with the
transactions contemplated herein are hereby ratified, approved and confirmed.
















Exhibit B


 


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


USA
EDUCATION, INC.

MEDIUM TERM NOTE, SERIES A


MASTER
NOTE


	
  October 31, 2001

  	
   

  
	
  (Date of Issuance)

  	
   

  



 


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


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


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









 



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


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


Dated: October 31, 2001


	
  

  	
  USA EDUCATION,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Remondi

  
	
   

  	
  Name:

  	
  John F. Remondi

  
	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary F. Eure

  
	
   

  	
  Name:

  	
  Mary F. Eure

  
	
   

  	
  Title:

  	
  Corporate
  Secretary

  



 



 2
 






 



CERTIFICATE OF
AUTHENTICATION


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


	
  

  	
  THE CHASE
  MANHATTAN BANK, as

  
	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M.
  Kantor

  
	
   

  	
   

  	
  Craig M. Kantor

  
	
   

  	
   

  	
  Vice President

  



 



 3
 






 



[Reverse of Note]


USA EDUCATION,
INC.


MEDIUM TERM NOTES,
SERIES A


MASTER NOTE


This Master Note
is one of a duly authorized issue of notes (the “Notes”) of the Company issued
under the Indenture, dated as of October 1, 2000 (the “Base Indenture”),
as amended prior to the date hereof (collectively, the “Indenture”), between
the Company and The Chase Manhattan Bank, as trustee (the “Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes (the “Holders”), and the terms upon which
the Securities are, and are to be, authenticated and delivered. Capitalized
terms used and not otherwise defined in this Master Note have the meanings
ascribed to them in the indenture.


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


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


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


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



 4














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS 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 NOTE 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 NOTE 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 OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER OF THIS NOTE, CEDE &
CO., HAS AN INTEREST IN THIS NOTE.


REGISTERED


 


	
  No.     

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP                    

  



 


SLM
CORPORATION


MEDIUM
TERM NOTES, SERIES A


DUE                            ,
20


(FIXED
RATE)


 


	
  Original Issue Date:
                             ,
  20     

  	
   

  	
  Interest Rate:                  %

  
	
   

  	
   

  	
   

  
	
  Maturity Date:                              ,
  20

  	
   

  	
  Interest Payment Date(s): *

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:

  	
   

  	
  Interest Period(s): **

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Interest Accrual Method: 30/360

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):

  	
   

  	
  Calculation Agent:

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
   

  



 






*                                       ,
                       ,
                       
and                        
of each year, except that the first Interest Payment Date is                        ,
20    , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Period) through the calendar day before the current Interest
Payment Date (or Maturity Date, in the case of the last Interest Period).















 


 


SLM CORPORATION, a
Delaware corporation formerly known as USA Education, Inc. (the “Company”), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal amount shown above on
the Maturity Date shown above, and interest on the principal amount shown above
at the rate per annum equal to the Interest Rate
shown above, until the principal of this Note is fully paid or duly made
available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
until the next calendar day that is a Business Day. If the Maturity Date is a
day that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that interest payable on the Maturity Date will be
paid to the Person to whom the principal of this Note is payable. The “Regular
Record Date” for each payment of interest is [the Business Day immediately
preceding the Interest Payment Date or Maturity Date] [or] [other date
specified in this Note]. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date, will cease
to be payable to the Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed by
the Trustee (as defined on the reverse of this Note), notice of which will be
given to the Holder of this Note not less than ten days prior to such special
record date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which this Note may be
listed and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. The Company will pay interest at the
applicable interest rate on overdue principal and, to the extent permitted by
law, on overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or



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agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 3
 






 



 


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


Dated:                            ,
20


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


CERTIFICATE
OF AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  	
   

  



 



 4
 






 



 


[Reverse
of Note]


SLM
CORPORATION 


MEDIUM
TERM NOTES, SERIES A


DUE                      ,
20


(FIXED
RATE)


[REVERSE
OF NOTE]


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the Trustee
and the Holders of the Notes, and the terms upon which the Notes are, and are
to be, authenticated and delivered. Capitalized terms used and not otherwise
defined in this Note have the meanings ascribed to them in the Indenture. The
term “Company”, as used in this Note, includes any successor to the Company
under the Indenture.


This Note is designated as a Medium Term Note, Series A, due                          ,
20    . The Interest Period for each Interest Payment Date
begins on each Interest Payment Date and ends on the calendar day before the
next Interest Payment Date, provided that
the first Interest Period begins on                           ,
20      and ends on                          ,
20      , the calendar day before the first
Interest Payment Date. Unless otherwise specified in this Note, interest will
be computed on the basis of a 360-day year consisting of twelve 30-day
months.


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made by the calculation agent on
behalf of the Trustee will be, in the absence of manifest error, conclusive for
all purposes and binding on the Company and the Holders of the Notes. Unless
otherwise specified in this Note, the “calculation agent” will be the Company.


If no redemption right is specified in this Note, this
Note may not be redeemed at the option of the Company prior to the Maturity
Date. If a redemption right is specified in this Note, this Note may be
redeemed at the option of the Company on any Business Day on and after the date,
if any, specified in this Note (each, a “Redemption Date”). [This Note
may be redeemed on any Redemption Date in whole or in part in increments of
$1,000 at a redemption price equal to 100% of the principal amount to be
redeemed (except if this Note is Original Issue Discount, as described below),
together with interest on this Note payable to, but excluding, the applicable
Redemption Date, on notice given by the Company to the Trustee and to the
Holder of this Note at least five (5) days prior to the proposed
Redemption Date.]



 5
 






 



 


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. If an Event of Default occurs
and is 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.


If this Note is specified on the face of this Note to be Original Issue
Discount, the amount of principal payable to the Holder of this Note in the
event of redemption or acceleration of maturity will be such portion of the
principal amount as may be specified, or determined as specified, in the terms
of the Notes, with the amount of interest payable equal to any unpaid interest
accrued on this Note to, but not including, the Redemption Date, or date of
acceleration of maturity, as applicable.


The Indenture permits, with certain exceptions as provided in the
Indenture, the amendment of the Indenture and the modification of the rights
and obligations of the Company and the rights of the Holders of the Notes at
any time by the Company and the 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 Note will be conclusive and binding upon such Holder and upon future
Holders of this Note and of any Note issued upon the registration of transfer
of, exchange for or substitution of this Note, whether or not notation of such
consent or waiver is made upon this Note. In determining whether the Holders of
the requisite principal amount of Notes have given, made or taken any action
under the Indenture, the principal amount of any Note that is Original Issue
Discount which is deemed to be outstanding will be the amount of the principal
of such Note which would be due and payable if the maturity date of such Note
had been accelerated to such date.


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


As provided in the Indenture and subject to certain limitations set
forth in the Indenture, the transfer of this Note may be registered on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written



 6
 






 



 


instrument
of transfer in form satisfactory to the Company, and this Note duly executed
by, the Holder of this Note or by his attorney duly authorized in writing and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 (unless otherwise specified in this Note) or any amount
in excess thereof which is an integral multiple of $1,000. As provided in the
Indenture and subject to certain limitations set forth in the Indenture, this
Note is exchangeable for a like aggregate principal amount of Notes of different
authorized denomination as requested by the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner of this Note for
all purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent will be affected by notice to the contrary.



 7
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -
                                                         
  Custodian
                                                         

  
	
   

  	
  (Cust)

  	
  (Minor)

  



 


	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  
	
   

  	
   

  
	
  Additional abbreviations may also be used though not
  in the above list.

  
	
   

  	
   

  
				



 



 8
 






 



 


Assignment


FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


Attorney to transfer said Note on the books of the Company, with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
   

  
	
  (Signature Guarantee)

  	
   

  



 



 9














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE DEPOSITARY OR TO A 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.


REGISTERED


 


	
  No.   

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
                      

  



 


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                            ,
20


(CD
RATE FLOATING RATE)


 


	
  Original Issue Date: 
                                 ,
  20    

  	
  Reset Date(s):

  
	
   

  	
   

  
	
  Maturity Date:                                  ,
  20    

  	
  Interest Determination Date(s):  

  
	
   

  	
   

  
	
  Interest Rate Basis: 
  CD Rate

  	
  Interest Payment Date(s): *

  
	
   

  	
   

  
	
  Index Maturity: 
           Months

  	
  Interest Period: **

  
	
   

  	
   

  
	
  Spread:        %

  	
  Interest Rate: ***

  
	
   

  	
   

  
	
  Redeemable On and After:

  	
  Initial Interest Rate:          %

  
	
   

  	
   

  
	
  Redemption Price:

  	
  Maximum Interest Rate:  Maximum permitted by law

  
	
   

  	
   

  
	
  Optional Repayment Date(s):

  	
  Accrual Method:

  
	
   

  	
   

  
	
  Repayment Price:

  	
  Calculation Agent:

  
	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  
















 


 






*                                    ,
                     ,
                     and
                     of
each year, except that the first Interest Payment Date is                      ,
20     , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Accrual Period) through the calendar day before current Interest
Payment Date (or Maturity Date, in the case of the last Interest Accrual
Period).


***         Subject to applicable law and except as
specified herein, the rate of interest on this Note for each Interest Period
after the first shall be the CD Rate having an index maturity of                -months  [plus][minus] the Spread.



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known as USA Education, Inc.
(the “Company”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal amount shown above on the Maturity
Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Interest Rate shown above, until the
principal of this Note is fully paid or duly made available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
until the next calendar day that is a Business Day. If the Maturity Date is a
day that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that interest payable on the Maturity Date will be
paid to the Person to whom the principal of this Note is payable. The “Regular
Record Date” for each payment of interest is [the Business Day immediately
preceding the Interest Payment Date or Maturity Date] [or] [other date
specified in this Note]. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date, will cease
to be payable to the Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed by
the Trustee (as defined on the reverse of this Note), notice of which will be
given to the Holder of this Note not less than ten days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this
Note may be listed and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. The Company will pay interest at
the applicable interest rate on overdue principal and, to the extent permitted
by law, on overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or



 3
 






 



 


agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 4
 






 



 


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


Dated:
                         ,
20


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


CERTIFICATE
OF AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE
  BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  	
   

  



 



 5
 






 



 


[Reverse
of Note]


SLM CORPORATION


MEDIUM
TERM NOTE -  SERIES A


DUE                     ,
20


(CD
RATE FLOATING RATE)


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the
Indenture. The term “Company”, as used in this Note, includes any successor to
the Company under the Indenture.


This Note is designated as a Medium Term Note — Series A due                            ,
20     . The Interest Period for each Interest Payment
Date begins on each Interest Payment Date and ends on the calendar day before
the next Interest Payment Date, provided that
the first Interest Period begins on                           ,
20     and ends on                              ,
20    , the calendar day before the first Interest Payment
Date. The interest rate in effect during each Interest Period after the first
will be the interest rate determined on the                 
Interest Determination Date immediately preceding such Interest Period, provided that the interest rate in effect for the first
Interest Period will be the Initial Interest Rate specified on the face hereof.
All percentages resulting from any calculations will be carried to five decimal
places (that is, to the one hundred thousandths place), with five
one-millionths being rounded upwards, if necessary. In addition, the interest
rate hereon shall in no event be higher than the maximum rate, if any,
permitted by applicable law.


[Commencing with the first Interest Determination Date, and thereafter
on each succeeding Interest Determination Date, the rate at which interest on
this Note is payable shall be adjusted. Each such adjusted rate shall be
applicable to the Interest Accrual Period to which it relates.]


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made by the calculation agent on
behalf of the Trustee will be, in the absence of manifest error, conclusive for
all purposes and binding on the Company and the Holders of the Notes. Unless
otherwise set forth in this Note, the “calculation agent” will be the Company.



 6
 






 



 


If no redemption right is specified in this Note, this
Note may not be redeemed at the option of the Company prior to the Maturity
Date. If a redemption right is specified in this Note, this Note may be
redeemed at the option of the Company on any Business Day on and after the
date, if any, specified on the face of this Note (each, a “Redemption Date”).
[This Note may be redeemed on any Redemption Date in whole or in part in
increments of $1,000 at a redemption price equal to 100% of the principal
amount to be redeemed (except if this Note is Original Issue Discount, as
described below), together with interest on this Note payable to, but
excluding, the applicable Redemption Date, on notice given by the Company to
the Trustee and to the Holder of this Note at least five (5) days prior to
the proposed Redemption Date.]


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. 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.


If this Note is specified on the face of this Note to be Original Issue
Discount, the amount of principal payable to the Holder of this Note in the
event of redemption or acceleration of maturity will be such portion of the
principal amount as may be specified, or determined as specified, in the terms
of this Note, with the amount of interest payable equal to any unpaid interest
accrued on this Note to, but not including, the Redemption Date, or date of
acceleration of maturity, as applicable.


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 of the Notes 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 Note shall
be conclusive and binding upon such Holder and upon future Holders of this 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 Note.


Holders of Notes 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 Note or the Indenture shall alter or impair
the obligation of the Company, which is



 7
 






 



 


absolute
and unconditional, to pay the principal of and interest on this Note at the
time, place, and rate, and in the coin or currency, herein prescribed.


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denomination as requested by
the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



 8
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
                                      

  	
  (State)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional abbreviations may
  also be used though not in the above list.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
													



 



 9
 






 



 


Assignment


FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


Attorney to transfer said Note on the books of the Company, with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  Guarantee)

  	
   

  	
   

  
						



 



 10














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE DEPOSITARY OR TO A 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.


 


	
  REGISTERED

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
  No.    

  	
   

  	
  CUSIP
                      

  



 


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE
                           ,
20   


(CMT
RATE FLOATING RATE)


 


	
  Original Issue Date:
                        
        , 20

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date:
                        
        , 20      P

  	
   

  	
  Interest Determination Date(s):  

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis: 
  CMT Rate

  	
   

  	
  Interest Payment Date(s): *

  
	
   

  	
   

  	
   

  
	
  Designated CMT Telerate Page:  

  	
   

  	
  Interest Period(s):**

  
	
   

  	
   

  	
   

  
	
  Index Maturity:             [Years]

  	
   

  	
  Interest Rate:***

  
	
   

  	
   

  	
   

  
	
  Spread/Multiplier:

  	
   

  	
  Initial Interest Rate:

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
  Minimum Interest Rate:  

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:  

  	
   

  	
  Maximum Interest Rate:  

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Day Count Convention/Accrual Method:

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):  

  	
   

  	
  Calculation Agent:

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
   

  



 















 


 






*              ,
                     ,
                     and
                     
and
                     
of each year, except that the first Interest Payment Date is                       ,
20        , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Period) through the calendar day before current Interest Payment
Date (or Maturity Date, in the case of the last Interest Period).


***         Subject
to applicable law and except as specified herein, the rate of interest on this
Note for each Interest Period after the first shall be the CMT rate displayed
on the Designated CMT Telerate Page [plus][minus] the Spread.



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known as USA Education, Inc.
(the “Company”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal amount shown above on the Maturity
Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Interest Rate shown above, until the
principal of this Note is fully paid or duly made available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed until
the next calendar day that is a Business Day. If the Maturity Date is a day
that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the close
of business on the Regular Record Date for such interest, provided that
interest payable on the Maturity Date will be paid to the Person to whom the
principal of this Note is payable. The “Regular Record Date” for each
payment of interest is [the Business Day immediately preceding the Interest
Payment Date or Maturity Date] [or] [the date specified in this Note]. Any such
interest which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date, will cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee (as defined on the reverse
of this Note), notice of which will be given to the Holder of this Note not
less than ten days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Note may be listed and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture. The
Company will pay interest at the applicable interest rate on overdue principal
and, to the extent permitted by law, on overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or



 3
 






 



 


agency of the Trustee maintained for that purpose in
the Borough of Manhattan, The City of New York.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 4
 






 



 


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


Dated:
                             ,
20     


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  
				



 


CERTIFICATE
OF AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE
  BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 



 5
 






 



 


[Reverse
of Note]


SLM
CORPORATION


MEDIUM
TERM NOTE -  SERIES A


DUE
                      ,
20    


(CMT
RATE FLOATING RATE)


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the
Indenture. The term “Company”, as used in this Note, includes any successor to
the Company under the Indenture.


This Note is designated as a Medium Term Note — Series A due                               ,
20     . The Interest Period for each Interest Payment
Date begins on each Interest Payment Date and ends on the calendar day before
the next Interest Payment Date, provided that
the first Interest Period begins on                               ,
20      and ends on                               ,
20     , the calendar day before the first Interest
Payment Date. The interest rate in effect during each Interest Period after the
first will be the interest rate determined on the                      
Interest Determination Date immediately preceding such Interest Period, provided that the interest rate in effect for the first
Interest Period will be the Initial Interest Rate specified on the face hereof.
All values used in the interest rate formula for the Notes will be rounded to
the nearest fifth decimal place. All percentages resulting from any calculation
of the interest rate will be rounded to the nearest third decimal place. In
addition, the interest rate hereon shall in no event be higher than the maximum
rate, if any, permitted by applicable law.


[Commencing with the first Interest Determination Date, and thereafter
on each succeeding Interest Determination Date, the rate at which interest on
this Note is payable shall be adjusted. Each such adjusted rate shall be
applicable to the Interest Period to which it relates.]


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made by the calculation agent on
behalf of the Trustee will be, in the absence of manifest error, conclusive for
all purposes and binding on the Company and the Holders of the Notes. Unless
otherwise set forth in this Note, the “calculation agent” will be the Company.



 6
 






 



 


If no redemption right is specified in this Note, this
Note may not be redeemed at the option of the Company prior to the Maturity
Date. If a redemption right is specified in this Note, this Note may be
redeemed at the option of the Company on any Business Day on and after the
date, if any, specified in this Note (each, a “Redemption Date”). [This
Note may be redeemed on any Redemption Date in whole or in part in increments
of $1,000 at a redemption price equal to 100% of the principal amount to be redeemed
(except if this Note is Original Issue Discount, as described below), together
with interest on this Note payable to, but excluding, the applicable Redemption
Date, on notice given by the Company to the Trustee and to the Holder of this
Note at least five (5) days prior to the proposed Redemption Date.]


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. 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.


If this Note is specified on the face of this Note to be Original Issue
Discount, the amount of principal payable to the Holder of this Note in the
event of redemption or acceleration of maturity will be such portion of the
principal amount as may be specified, or determined as specified, in the terms
of this Note, with the amount of interest payable equal to any unpaid interest
accrued on this Note to, but not including, the Redemption Date, or date of
acceleration of maturity, as applicable.


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 of the Notes 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 Note shall be conclusive and
binding upon such Holder and upon future Holders of this 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
Note.


Holders of Notes 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 Note or the Indenture shall
alter or impair the obligation of the Company, which is



 7
 






 



 


absolute and unconditional, to pay the principal of
and interest on this Note at the time, place, and rate, and in the coin or
currency, herein prescribed.


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denomination as requested by
the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



 8
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Under Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  	
   

  
								



 


Additional
abbreviations may also be used though not in the above list.



 9
 






 



 


Assignment


FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


Attorney to transfer said Note on the books of the Company, with full
power of substitution in the premises.


 


	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature Guarantee)

  	
   

  
						



 


 



 10














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS 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 NOTE 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 NOTE 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 OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER OF THIS NOTE, CEDE &
CO., HAS AN INTEREST IN THIS NOTE.


REGISTERED


 


	
  No.    

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
                      

  



 


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                    ,
20    


(FLOATING
RATE — COMMERCIAL PAPER RATE)


 


	
  Original Issue Date:
                           ,
  20   

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date:
                         ,
  20   

  	
   

  	
  Interest Determination Date(s):

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis: Commercial Paper - Financial

  	
   

  	
  Interest Payment Date(s): *

  
	
   

  	
   

  	
   

  
	
  Index Maturity:

  	
   

  	
  Interest Period(s): **

  
	
   

  	
   

  	
   

  
	
  Spread: [plus]
  [minus]         %

  	
   

  	
  Interest Rate: ***

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:

  	
   

  	
  Initial Interest
  Rate:         %

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Maximum Interest Rate: Maximum permitted by law

  
	
   

  	
   

  	
   

  
	
  Optional
  Repayment Date(s):

  	
   

  	
  Accrual Method:

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
  Calculation Agent:

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
   

  
















 


 






*                                       
    ,                          
    ,                          
     and                          
     of each year, except that the first Interest Payment
Date is                          
    , 20    , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Period) through the calendar day before the current Interest
Payment Date (or Maturity Date, in the case of the last Interest Period).


***         Subject to applicable law and except as
specified in this Note, the rate of interest on this Note for each Interest
Period after the first will be the Commercial Paper Rate for the Index Maturity
[plus][minus] the Spread.



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known as USA Education, Inc.
(the “Company”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal amount shown above on the Maturity
Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Interest Rate shown above, until the
principal of this Note is fully paid or duly made available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
until the next calendar day that is a Business Day. If the Maturity Date is a
day that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that interest payable on the Maturity Date will be
paid to the Person to whom the principal of this Note is payable. The “Regular
Record Date” for each payment of interest is [the Business Day immediately
preceding the Interest Payment Date or Maturity Date] [or] [as specified in this
Note]. Any such interest which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date, will cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note is registered at the close of business on a special record date for
the payment of such defaulted interest to be fixed by the Trustee (as defined
on the reverse of this Note), notice of which will be given to the Holder of
this Note not less than ten days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which this Note may be listed and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. The Company will pay interest at the applicable interest rate on
overdue principal and, to the extent permitted by law, on overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York.



 3
 






 



 


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 4
 






 



 


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


Dated:                              ,
20


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


CERTIFICATE OF
AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 



 5
 






 



 


[Reverse
of Note]


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                   ,
20    


(FLOATING
RATE — COMMERCIAL PAPER RATE)


[REVERSE
OF NOTE]


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase Manhattan
Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the
Indenture. The term “Company”, as used in this Note, includes any successor to
the Company under the Indenture.


This Note is designated as a Medium Term Note, Series A due                  ,
20     . The Interest Period for each Interest Payment
Date begins on each Interest Payment Date and ends on the calendar day before
the next Interest Payment Date, provided that the first Interest Period begins on                          ,
20     and ends on                          ,
20    , the calendar day before the first Interest Payment
Date. Commencing with the first Interest Determination Date, and thereafter on
each succeeding Interest Determination Date, the rate at which interest on this
Note is payable will be adjusted. The interest rate in effect during each such Interest
Period after the first will be the interest rate determined on the Interest
Determination Date immediately preceding such Interest Period, provided that
the interest rate in effect for the first Interest Period will be the Initial
Interest Rate specified on the face of this Note. Unless otherwise set forth in
this Note, interest will be computed on the basis of a 365 or 366-day year, as
the case may be, and the actual number of days elapsed in the applicable Interest
Period. All percentages resulting from any calculations will be carried to five
decimal places (that is, to the one hundred -thousandths place), with five
one-millionths being rounded upwards, if necessary. In addition, the interest
rate on this Note will in no event be higher than the maximum rate, if any,
permitted by applicable law.


[Commencing with the first Interest Determination Date, and thereafter
on each succeeding Interest Determination Date, the rate at which interest on
this Note is payable shall be adjusted. Each such adjusted rate shall be
applicable to the Interest Period to which it relates.]


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made by the calculation agent on
behalf of the Trustee will be, in the absence of manifest error,



 6
 






 



 


conclusive for all purposes and binding on the Company
and the Holders of the Notes. At the request of the Holder, the calculation
agent on behalf of the Trustee will provide to the Holder the interest rate on
this Note then in effect and, if determined, the interest rate which will
become effective as of the next Interest Period. Unless otherwise set forth in
this Note, the “calculation agent” will be the Company.


The Commercial Paper Rate for any relevant Interest Determination Date
equals the Bond Equivalent Yield (calculated as described below) of the rate on
such date for commercial paper having the index maturity specified on the face
of this Note, as published in H.15(519) prior to 3:00 p.m., New York City
time, on such date under the heading “Commercial Paper — Financial.”


If the Commercial Paper Rate described above is not published in
H.15(519) prior to 3:00 p.m., New York City time, on that Interest
Determination Date, then the commercial paper rate will be the Bond Equivalent
Yield of the rate on the relevant Interest Determination Date for commercial
paper having the Index Maturity specified on the face of this Note, as
published in H.15 Daily Update or any other recognized electronic source used
for displaying that rate under the heading “Commercial Paper — Financial.”  H.15 Daily Update is the daily update for
H.15(519), available through the world wide web site of the Board of Governors
of the Federal Reserve System at
http://www.federalreserve.gov/releases/H15/update, or any successor site or
publications. The bond equivalent yield will be calculated as follows:


 


	
  Bond Equivalent

  Yield = 

  	
   

  	
  N o
  D

  	
   

  	
  5 100 

  
	
   

  	
  360 -
  (D 5

  90)

  	
   

  



 


where “D” refers to the per annum rate determined as
set forth above, quoted on a bank discount basis and expressed as a decimal and
“N” refers to 365 or 366, as the case may be.


If the Commercial Paper Rate described in the prior paragraph cannot be
determined, the Commercial Paper Rate will remain the Commercial Paper Rate
then in effect on that Interest Determination Date.


[If this Note is subject to a lock-in period, such lock-in period will
be set forth in this Note.]


If no redemption right is specified in this Note, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. If a
redemption right is specified in this Note, this Note may be redeemed at the
option of the Company on any Business Day on and after the date, if any,
specified on the face of this Note (each, a “Redemption Date”). [This Note may be redeemed on any
Redemption Date in whole or in part in increments of $1,000 at a redemption
price equal to 100% of the principal amount to be redeemed (except if this Note
is Original Issue Discount, as described below), together with interest on this
Note payable to, but excluding, the applicable Redemption Date, on notice given
by the Company to the Trustee at least ten (10) days prior to the proposed
Redemption Date and to the Holder of this Note at least five (5) days
prior to the proposed Redemption Date.]



 7
 






 



 


In the event of redemption or repayment of this Note in part only, a
new Note or Notes of like tenor in the aggregate principal amount to and in
exchange for the portion of this Note that is not redeemed or repaid will be
issued in the name of the Holder of this Note upon its cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. If an Event of Default occurs
and is 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.


If this Note is specified on the face of this Note to be Original Issue
Discount, the amount of principal payable to the Holder of this Note in the
event of redemption or acceleration of maturity will be such portion of the
principal amount as may be specified, or determined as specified, in the terms
of the Notes, with the amount of interest payable equal to any unpaid interest
accrued on this Note to, but not including, the Redemption Date or date of
acceleration of maturity, as applicable.


The Indenture permits, with certain exceptions as provided in the
Indenture, the amendment of the Indenture and the modification of the rights
and obligations of the Company and the rights of the Holders of the Notes at
any time by the Company and the 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 Note will be conclusive and binding upon such Holder and upon future
Holders of this Note and of any Note issued upon the registration of transfer
of, exchange for or substitution of this Note, whether or not notation of such
consent or waiver is made upon this Note. In determining whether the Holders of
the requisite principal amount of Notes have given, made or taken any action
under the Indenture, the principal amount of any Note that is Original Issue
Discount which is deemed to be outstanding will be the amount of the principal
of such Note which would be due and payable if the maturity date of such Note
had been accelerated to such date.


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


As provided in the Indenture and subject to certain limitations set
forth in the Indenture, the transfer of this Note may be registered on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, and this Note duly executed
by, the



 8
 






 



 


Holder of this Note or by his attorney duly authorized
in writing and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations set forth in the Indenture, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denomination as
requested by the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner of this Note for
all purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent will be affected by notice to the contrary.



 9
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  
	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                      

  	
  (State)

  
	
   

  
	
  Additional abbreviations may
  also be used though not in the above list.

  
	
   

  
										



 



 10
 






 



 


Assignment


FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


                                                                                                                                                                                             
Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  Guarantee)

  	
   

  	
   

  



 


 



 11














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE DEPOSITARY OR TO A 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.


REGISTERED


 


	
  No.    

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
                      

  



 


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE
                  ,
20


(FEDERAL
FUNDS FLOATING RATE)


 


	
  Original Issue Date: 
                            ,
  20

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date:
                  ,
       , 20  

  	
   

  	
  Interest Determination Date(s):

  
	
   

  	
   

  	
   

  
	
  Spread: 
  [plus][minus]       %

  	
   

  	
  Interest Payment Date(s): *

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis: 
  Federal Funds Rate

  	
   

  	
  Interest Period: 
  **

  
	
   

  	
   

  	
   

  
	
  Designated Telerate    Telerate Page 120 Page:

  	
   

  	
  Interest Rate: 
  ***

  
	
   

  	
   

  	
   

  
	
  Index Maturity: 
  

  	
   

  	
  Initial Interest Rate: 
               %

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:

  	
   

  	
  Maximum Interest Rate:  Maximum permitted by law

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Accrual Method: 

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):  

  	
   

  	
  Calculation Agent:

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
   

  



 















 


 






*              ,                     ,
                    and
                    of
each year, except that the first Interest Payment Date is                     ,
20      , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Period) through the calendar day before current Interest Payment
Date (or Maturity Date, in the case of the last Interest Period).


***         Subject to applicable law and except as
specified herein, the rate of interest on this Note for each Interest Period
[after the first] shall be the Federal Funds Rate displayed on the applicable
Calculation Date [plus][minus] the Spread.



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known as USA Education, Inc.
(the “Company”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal amount shown above on the Maturity
Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Interest Rate shown above, until the
principal of this Note is fully paid or duly made available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
until the next calendar day that is a Business Day. If the Maturity Date is a
day that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that interest payable on the Maturity Date will be
paid to the Person to whom the principal of this Note is payable. The “Regular
Record Date” for each payment of interest is [the Business Day immediately
preceding the Interest Payment Date or Maturity Date] [or] [otherwise specified
in this Note]. Any such interest which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date, will cease to be payable to
the Holder on such Regular Record Date, and may be paid to the Person in whose
name this Note is registered at the close of business on a special record date
for the payment of such defaulted interest to be fixed by the Trustee (as
defined on the reverse of this Note), notice of which will be given to the
Holder of this Note not less than ten days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be listed and
upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The Company will pay interest at the applicable
interest rate on overdue principal and, to the extent permitted by law, on
overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or



 3
 






 



 


agency of the Trustee maintained for that purpose in
the Borough of Manhattan, The City of New York.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.



 4
 






 



 


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


Dated: 
                            ,
20


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


CERTIFICATE
OF AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE BANK,
  NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 



 5
 






 



 


[Reverse
of Note]


SLM
CORPORATION


MEDIUM
TERM NOTE -  SERIES A


DUE                     ,
20


(FEDERAL
FUNDS FLOATING RATE)


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the
Indenture. The term “Company”, as used in this Note, includes any successor to
the Company under the Indenture.


This Note is designated as a Medium Term Note — Series A due                                ,
20    . The Interest Period for each Interest Payment Date
begins on each Interest Payment Date and ends on the calendar day before the
next Interest Payment Date, provided that
the first Interest Period begins on                                ,
20     and ends on                             ,
20    , the calendar day before the first Interest Payment
Date. The interest rate in effect during each Interest Period after the first
will be the interest rate determined on the                   
Determination Date immediately preceding such Interest Period, provided that the interest rate in effect for the first Interest
Period will be the Initial Interest Rate specified on the face hereof. All
percentages resulting from any calculations will be carried to five decimal
places (that is, to the one hundred thousandths place), with five
one-millionths being rounded upwards, if necessary. In addition, the interest
rate hereon shall in no event be higher than the maximum rate, if any,
permitted by applicable law.


[Commencing with the first Determination Date, and thereafter on each
succeeding Determination Date, the rate at which interest on this Note is
payable shall be adjusted. Each such adjusted rate shall be applicable to the Interest
Period to which it relates.]


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made by the calculation agent on
behalf of the Trustee will be, in the absence of manifest error, conclusive for
all purposes and binding on the Company and the Holders of the Notes. Unless
otherwise set forth in this Note, the “calculation agent” will be the Company.



 6
 






 



 


If no redemption right is specified in this Note, this
Note may not be redeemed at the option of the Company prior to the Maturity
Date. If a redemption right is specified in this Note, this Note may be
redeemed at the option of the Company on any Business Day on and after the
date, if any, specified on the face of this Note (each, a “Redemption Date”).
[This Note may be redeemed on any Redemption Date in whole or in part in
increments of $1,000 at a redemption price equal to 100% of the principal
amount to be redeemed (except if this Note is Original Issue Discount, as
described below), together with interest on this Note payable to, but
excluding, the applicable Redemption Date, on notice given by the Company to
the Trustee and to the Holder of this Note at least five (5) days prior to
the proposed Redemption Date.]


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. 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 of the Notes 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 Note shall
be conclusive and binding upon such Holder and upon future Holders of this 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 Note.


Holders of Notes 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 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 Note at the time, place, and rate, and in the
coin or currency, herein prescribed.


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof



 7
 






 



 


or by his attorney duly authorized in writing and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denomination as requested by
the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



 8
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  
	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                      

  	
  (State)

  
	
   

  
	
  Additional abbreviations may
  also be used though not in the above list.

  
	
   

  
										



 



 9
 






 



 


Assignment


FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


                                                                                                                                                                                            
Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  Guarantee)

  	
   

  	
   

  
						



 



 10














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS 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 NOTE 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, ANY NOTE 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 OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER OF THIS NOTE, CEDE & CO., HAS AN
INTEREST IN THIS NOTE.


REGISTERED


 


	
  No.    

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
                      

  



 


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                      ,
20


(FLOATING
RATE - LIBOR)


 


	
  Original Issue Date: 
                              ,
  20

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date: 
                          ,
  20

  	
   

  	
  Interest Determination Date(s):  

  
	
   

  	
   

  	
   

  
	
  Spread:
                %

  	
   

  	
  Interest Payment Date(s):  *

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis: 
  LIBOR [Telerate] [Reuters]

  	
   

  	
  Interest Period(s): 
  **

  
	
   

  	
   

  	
   

  
	
  Index Maturity: 
                
  Months

  	
   

  	
  Interest Rate: 
  ***

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:

  	
   

  	
  Initial Interest Rate: 
               %

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Minimum Interest Rate:

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):

  	
   

  	
  Maximum Interest Rate:

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
  Accrual Method:

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
  Calculation Agent:

  
















 


 






*              ,                  ,
                         
and                          
of each year, except that the first Interest Payment Date is                       ,
20     , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Period) through the calendar day before the current Interest
Payment Date (or Maturity Date, in the case of the last Interest Period).


***         Subject to applicable law and except as
specified in this Note, the rate of interest on this Note for each Interest
Period after the first will be              -month
LIBOR, [plus] [minus] the Spread. Interest for the first Interest Period will
be [                     ].



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known
as USA Education Inc. (the “Company”),
for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal amount shown above, on the Maturity Date
shown above, and interest on the principal amount shown above at the rate per annum equal to the Initial Interest
Rate shown above on the first Interest Payment Date shown above and thereafter
at a rate determined in accordance with the provisions on the reverse of this
Note, until the principal of this Note is fully paid or duly made available for
payment.


The Company will pay interest on each Interest Payment Date and on the
Maturity Date, provided if any Interest Payment Date, other than the Maturity Date,
would otherwise be a day that is not a Business Day, such Interest Payment Date
will be postponed until the next calendar day that is a Business Day. If the
Maturity Date is a day that is not a Business Day, principal and interest will
be paid on the next succeeding Business Day, with the same force and effect as
if made on the Maturity Date, and no interest on such payment will accrue from
or after the Maturity Date. “Business Day”
means (i) with respect to calculating LIBOR, any day on which banks in New
York, New York and London, England are open for the transaction of international
business, and (ii) for all other purposes, any day other than a Saturday,
a Sunday or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order
to remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that
interest payable on the Maturity Date will be paid to the Person to whom the
principal of this Note is payable. The “Regular
Record Date” for each payment of interest is the date which is one
calendar day immediately preceding such Interest Payment Date or Maturity Date]
[other date specified in this Note]. Any such interest which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date will
cease to be payable to the Holder on such Regular Record Date, and may be paid
to the Person in whose name this Note is registered at the close of business on
a special record date for the payment of such defaulted interest to be fixed by
the Trustee (as defined on the reverse of this Note), notice of which will be
given to the Holder of this Note not less than ten days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this
Note may be listed and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. The Company will pay interest at
the applicable interest rate (calculated on each Interest Determination Date)
on overdue principal and, to the extent permitted by law, on overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that so long as this Note is
represented by a Global Security, each payment will be made by wire transfer of
immediately available funds, if the Holder has provided the Trustee appropriate
instructions for such payment.



 3
 






 



 


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, formerly known as 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 will 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


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 4
 






 



 


CERTIFICATE
OF AUTHENTICATION


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


 


	
   

  	
  JP MORGAN CHASE BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 



 5
 






 



 


[Reverse
of Note]


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                     ,
20


(FLOATING
RATE - LIBOR)


[REVERSE OF NOTE]


This Note is one of a duly authorized series of notes
of the Company issued and to be issued under the Indenture, dated as of October 1,
2000 (the “Base Indenture”), between the Company and JPMorgan Chase
Bank, National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not otherwise
defined in this Note have the meanings ascribed to them in the Indenture. The
term “Company”, as used in this Note, includes any successor to the Company
under the Indenture.


This Note is designated as a Medium Term Note, Series A due                       ,
20    . The Interest Period for each Interest Payment Date
begins on each Interest Payment Date and ends on the calendar day before the
next Interest Payment Date, provided that the first Interest Period
begins on                       ,
20     and ends on                       ,
20    , the calendar day before the first Interest Payment
Date. Commencing with the first Interest Determination Date, and thereafter on
each succeeding Interest Determination Date, the rate at which interest on this
Note is payable will be adjusted. The interest rate in effect during each
Interest Period after the first will be the interest rate determined on the Interest
Determination Date immediately preceding such Interest Period, provided that the interest rate in effect for the first
Interest Period will be the initial Interest Rate specified on the face of this
Note. Unless otherwise provided in this Note, interest will be computed on the
basis of a 360-day year and the actual number of days elapsed in the
applicable Interest Period. All percentages resulting from any calculations
will be carried to five decimal places (that is, to the thousandths place),
with five one-millionths being rounded upwards, if necessary. In addition,
the interest rate on this Note will in no event be higher than the maximum
rate, if any, permitted by applicable law.


[Commencing with the first Interest Determination Date, and thereafter
on each succeeding Interest Determination Date, the rate at which interest on
this Note is payable shall be adjusted. Each such adjusted rate shall be
applicable to the Interest Period to which it relates.]


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made



 6
 






 



 


by the calculation agent on behalf of the Trustee will
be, in the absence of manifest error, conclusive for all purposes and binding
on the Company and the Holders of the Notes. At the request of the Holder, the calculation
agent on behalf of the Trustee will provide to the Holder the interest rate on
this Note then in effect and, if determined, the interest rate which will
become effective as of the next Interest Period. Unless otherwise set forth in
this Note, the “calculation agent” for the Trustee will be the Company.


[         -month] LIBOR,
for any Interest Period, is the London interbank offered rate for deposits in
U.S. dollars having a maturity equal to the Index Maturity, commencing on the
first day of the Interest Period, which appears on Moneyline Telerate Page 3750
as of 11:00 a.m. London time, on the related Interest Determination Date. If
this rate does not appear on Telerate Page 3750, the rate for that day
will be determined on the basis of the rates at which deposits in U.S. dollars,
having the Index Maturity and in a principal amount of not less than U.S.
$1,000,000, are offered at approximately 11:00 a.m., London time, on that Interest
Determination Date, to prime banks in the London interbank market by the
Reference Banks. The calculation agent will request the principal London office
of each Reference Bank to provide a quotation of its rate. If the Reference
Banks provide at least two quotations, the rate for that day will be the
arithmetic mean of the quotations. If the Reference Banks provide fewer than
two quotations, the rate for that day will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the calculation agent, at
approximately 11:00 a.m., New York time, on that Interest Determination
Date, for loans in U.S. dollars to leading European banks having the Index
Maturity and in a principal amount of not less than U.S. $1,000,000. If
the banks selected as described above are not providing quotations,                 -month
LIBOR in effect for the applicable Interest Period will be                 -month
LIBOR in effect for the previous Interest Period, in accordance with its terms.


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


“Interest Determination Date” means, for each Interest
Period, the second Business Day before the beginning of that Interest Period.


“Reference Banks” means four major banks in the
London interbank market selected by the calculation agent for the Trustee.


“Telerate Page 3750” means the display page so
designated on the Bridge Telerate Capital Markets Report or any other page that
may replace that page on that service for the purpose of displaying
comparable rates or prices.


If no redemption right is specified in this Note, this
Note may not be redeemed at the option of the Company prior to the Maturity
Date. If a redemption right is specified in this Note, this Note may be
redeemed at the option of the Company on any Business Day on and after the
date, if any, specified on the face of this Note (each, a “Redemption Date”). [This Note may be redeemed
on any Redemption Date in whole or in part in increments of $1,000 at a
redemption price equal to 100% of the principal amount to be redeemed (except
if this Note is Original Issue Discount, as described below), together with
interest on this Note payable to, but



 7
 






 



 


excluding, the applicable Redemption Date, on notice
given by the Company to the Trustee at least ten (10) days prior to the
proposed Redemption Date and to the Holder of this Note at least five (5) days
prior to the proposed Redemption Date.]


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. If an Event of Default occurs
and is 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.


If this Note is specified on the face of this Note to be Original Issue
Discount, the amount of principal payable to the Holder of this Note in the
event of redemption or acceleration of maturity will be such portion of the
principal amount as may be specified, or determined as specified, in the terms
of the Notes, with the amount of interest payable equal to any unpaid interest
accrued on this Note to, but not including, the Redemption Date or date of
acceleration of maturity, as applicable.


The Indenture permits, with certain exceptions as provided in the
Indenture, the amendment of the Indenture and the modification of the rights
and obligations of the Company and the rights of the Holders of the Notes at
any time by the Company and the 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 Note will be conclusive and binding upon such Holder and upon future
Holders of this Note and of any Note issued upon the registration of transfer
of, exchange for or substitution of this Note, whether or not notation of such
consent or waiver is made upon this Note. In determining whether the Holders of
the requisite principal amount of Notes have given, made or taken any action
under the Indenture, the principal amount of any Note that is Original Issue
Discount which is deemed to be outstanding will be the amount of the principal
of such Note which would be due and payable if the maturity date of such Note
had been accelerated to such date.


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



 8
 






 



 


As provided in the Indenture and subject to certain limitations set
forth in the Indenture, the transfer of this Note may be registered on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, and this Note duly executed
by, the Holder of this Note or by his attorney duly authorized in writing and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations set forth in the Indenture, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denomination as
requested by the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner of this Note for
all purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent will be affected by notice to the contrary.



 9
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  
	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                      

  	
  (State)

  
	
   

  
	
  Additional abbreviations may
  also be used though not in the above list.

  
	
   

  
										



 



 10
 






 



 


Assignment


FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


                                                                                                                                                                                        Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  Guarantee)

  	
   

  	
   

  
					



 



 11














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER
NOMINEE OF THE DEPOSITARY OR TO A 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.


REGISTERED


 


	
  No.    

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
                      

  



 


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                     ,
20


(PRIME
FLOATING RATE)


 


	
  Original Issue Date: 
                                 ,
  20

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date:
                             ,
  20

  	
   

  	
  Interest Determination Date(s):  

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis: 
  Prime Rate

  	
   

  	
  Interest Payment Date(s): *

  
	
   

  	
   

  	
   

  
	
  Index Maturity: 
  

  	
   

  	
  Interest Period: **

  
	
   

  	
   

  	
   

  
	
  Spread: 
        %

  	
   

  	
  Interest Rate: ***

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:

  	
   

  	
  Initial Interest Rate: 
             %

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Maximum Interest Rate:  Maximum permitted by law

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):

  	
   

  	
  Accrual Method:

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
  Calculation Agent:

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
   

  
















 


 






*              ,                   ,
                  and
                  of
each year, except that the first Interest Payment Date is                   ,
20     , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Period) through the calendar day before current Interest Payment
Date (or Maturity Date, in the case of the last Interest Accrual Period).


***         Subject to applicable law and except as
specified herein, the rate of interest on this Note for each Interest Period
after the first shall be the Prime Rate in effect, [plus][minus] the Spread.



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known as USA Education, Inc.
(the “Company”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal amount shown above on the Maturity
Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Interest Rate shown above, until the
principal of this Note is fully paid or duly made available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
until the next calendar day that is a Business Day. If the Maturity Date is a
day that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that interest payable on the Maturity Date will be
paid to the Person to whom the principal of this Note is payable. The “Regular
Record Date” for each payment of interest is [the Business Day immediately
preceding the Interest Payment Date or Maturity Date] [or] [other date
specified in this Note]. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date, will cease
to be payable to the Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed by
the Trustee (as defined on the reverse of this Note), notice of which will be
given to the Holder of this Note not less than ten days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this
Note may be listed and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. The Company will pay interest at
the applicable interest rate on overdue principal and, to the extent permitted
by law, on overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or



 3
 






 



 


agency of the Trustee maintained for that purpose in
the Borough of Manhattan, The City of New York.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 4
 






 



 


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


Dated: 
                         ,
20


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


CERTIFICATE
OF AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE
  BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Signature

  



 



 5
 






 



 


[Reverse
of Note]


SLM
CORPORATION


MEDIUM
TERM NOTE -  SERIES A


DUE                        ,
20


(PRIME
FLOATING RATE)


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the
Indenture. The term “Company”, as used in this Note, includes any successor to
the Company under the Indenture.


This Note is designated as a Medium Term Note — Series A  due                                 ,
20    . The Interest Accrual Period for each Interest
Payment Date begins on each Interest Payment Date and ends on the calendar day
before the next Interest Payment Date, provided that
the first Interest Accrual Period begins on                                 ,
20     and ends on                                 ,
20    , the calendar day before the first Interest Payment
Date. The interest rate in effect during each Interest Accrual Period after the
first will be the interest rate determined on the              
Determination Date immediately preceding such Interest Accrual Period, provided that the interest rate in effect for the first
Interest Accrual Period will be the Initial Interest Rate specified on the face
hereof. Interest shall be computed on the basis of a 365 or 366 day year, as
the case may be, and the actual number of days elapsed in the applicable
Interest Accrual Period. All percentages resulting from any calculations will
be carried to five decimal places (that is, to the one hundred thousandths
place), with five one-millionths being rounded upwards, if necessary. In
addition, the interest rate hereon shall in no event be higher than the maximum
rate, if any, permitted by applicable law.


[Commencing with the first Determination Date, and thereafter on each
succeeding Determination Date, the rate at which interest on this Note is
payable shall be adjusted. Each such adjusted rate shall be applicable to the
Interest Accrual Period to which it relates.]


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made by the calculation agent on
behalf of the Trustee will be, in the absence of manifest error,



 6
 






 



 


conclusive for all purposes and binding on the Company
and the Holders of the Notes. Unless otherwise set forth in this Note, the “calculation
agent” will be the Company.


If no redemption right specified in this Note, this
Note may not be redeemed at the option of the Company prior to the Maturity
Date. If a redemption right is specified in this Note, this Note may be
redeemed at the option of the Company on any Business Day on and after the
date, if any, specified on the face of this Note (each, a “Redemption Date”).
[This Note may be redeemed on any Redemption Date in whole or in part in
increments of $1,000 at a redemption price equal to 100% of the principal
amount to be redeemed (except if this Note is Original Issue Discount, as
described below), together with interest on this Note payable to, but
excluding, the applicable Redemption Date, on notice given by the Company to
the Trustee and to the Holder of this Note at least five (5) days prior to
the proposed Redemption Date.]


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. 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 of the Notes 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 Note shall be conclusive and
binding upon such Holder and upon future Holders of this 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
Note.


Holders of Notes 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 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 Note at the time, place, and rate, and in the
coin or currency, herein prescribed.


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note register of
the Company, upon surrender



 7
 






 



 


of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 (unless otherwise specified in this Note) or any amount
in excess thereof which is an integral multiple of $1,000. As provided in the
Indenture and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of different
authorized denomination as requested by the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.



 8
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  
	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                      

  	
  (State)

  
	
   

  
	
  Additional abbreviations may
  also be used though not in the above list.

  
	
   

  
										



 



 9
 






 



 


Assignment


FOR VALUE RECEIVED, the undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


                                                                                                                                                                                            Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  Guarantee)

  	
   

  	
   

  
						



 



 10














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE,
THIS 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 NOTE 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 NOTE 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 OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER OF THIS NOTE, CEDE &
CO., HAS AN INTEREST IN THIS NOTE.


REGISTERED


 


	
  No.    

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
                      

  



 


SLM CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                  
  , 20


(FLOATING
RATE — TREASURY BILL RATE)


 


	
  Original Issue Date: 
                     
    , 20  

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date: 
                   
    , 20  

  	
   

  	
  Interest Determination Date(s):  

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis: 
  91-Day Treasury Bill Rate

  	
   

  	
  Interest Payment Date(s):  *

  
	
   

  	
   

  	
   

  
	
  Index Maturity:

  	
   

  	
  Interest Period(s): 
  **

  
	
   

  	
   

  	
   

  
	
  Spread: 
         %

  	
   

  	
  Initial Interest Rate: 
            %

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:  

  	
   

  	
  Interest Rate ***

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Minimum Interest Rate:

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):

  	
   

  	
  Maximum Interest Rate:  Maximum permitted by law

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
  Accrual Method/Day Count Convention:

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
   

  



 















 


 






*              ,               
  ,               
           and               
          of each year, except that the
first Interest Payment Date is                 ,
20  , and the Maturity Date.


**           The period from and including the
previous Interest Payment Date (or Original Issue Date, in the case of the
first Interest Period) through the calendar day before the current Interest Payment
Date (or Maturity Date, in the case of the last Interest Period).


***         Subject to applicable law and except as
specified in this Note, the rate of interest on this Note for each Interest
Period after the first will be the 91-Day Treasury Bill Rate on the
applicable Interest Determination Date [plus] [minus] the Spread.



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known as USA Education, Inc.
(the “Company”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal amount shown above on the Maturity
Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Interest Rate shown above, until the
principal of this Note is fully paid or duly made available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
until the next calendar day that is a Business Day. If the Maturity Date is a
day that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that interest payable on the Maturity Date will be
paid to the Person to whom the principal of this Note is payable. The “Regular
Record Date” for each payment of interest is [the Business Day immediately
preceding the Interest Payment Date or Maturity Date] [or] [other date
specified in this Note]. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date, will cease
to be payable to the Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed by
the Trustee (as defined on the reverse of this Note), notice of which will be
given to the Holder of this Note not less than ten days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this
Note may be listed and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. The Company will pay interest at
the applicable interest rate on overdue principal and, to the extent permitted
by law, on overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York.



 3
 






 



 


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



 4
 






 



 


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


Dated:           
           , 20


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
  z

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


CERTIFICATE OF AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 



 5
 






 



 


[Reverse
of Note]


SLM
CORPORATION


MEDIUM
TERM NOTE, SERIES A


DUE                  
  , 20


(FLOATING
RATE — TREASURY BILL RATE)


[REVERSE
OF NOTE]


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the
Indenture. The term “Company”, as used in this Note, includes any successor to
the Company under the Indenture.


This Note is designated as a Medium Term Note, Series A due                      ,
20    . The Interest Period for each Interest Payment Date
begins on each Interest Payment Date and ends on the calendar day before the
next Interest Payment Date, provided that the first Interest Accrual
Period begins on                       
  , 20   and ends on                      
  , 20  , the calendar day before the first Interest
Payment Date. Commencing with the first Interest Determination Date, and
thereafter on each succeeding Interest Determination Date, the rate at which
interest on this Note is payable will be adjusted. The interest rate in effect
during each Interest Period after the first will be the interest rate
determined or the Interest Determination Date immediately preceding such
Interest Period, provided that the interest rate
in effect for the first Interest Period will be the initial Interest Rate
specified under force of this  Note. Unless
otherwise set forth in this Note, interest will be computed on the basis of a
365 or 366-day year, as the case may be, and the actual number of days
elapsed in the applicable Interest Period. All values used in the interest rate
formula for the notes will be rounded to the nearest fifth decimal place. All
percentages resulting from any calculations of the interest rate will be rounded
to the nearest third decimal place. In addition, the interest rate on this Note
will in no event be higher than the maximum rate, if any, permitted by
applicable law.


[Commencing with the first Interest Determination Date, and thereafter
on each succeeding Interest Determination Date, the rate at which interest on
this Note is payable shall be adjusted. Each such adjusted rate shall be
applicable to the Interest Period to which it relates.]


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made



 6
 






 



 


by the calculation agent on behalf of the Trustee will
be, in the absence of manifest error, conclusive for all purposes and binding
on the Company and Holders of the Notes. At the request of the Holder, the
calculation agent on behalf of the Trustee will provide to the Holder the
interest rate on this Note then in effect and, if determined, the interest rate
which will become effective as of the next Interest Accrual Period. Unless
otherwise set forth in this Note, the “calculation agent” will be the Company.


The 91-Day Treasury Bill Rate for any relevant Interest
Determination Date is the rate equal to the weighted average per annum discount
rate (expressed as a bond equivalent yield and applied on a daily basis) for
direct obligations of the United States with a maturity of thirteen weeks, i.e.,
91-day Treasury bills, sold at the applicable 91-day Treasury bill
auction, as published in H.15(519) or otherwise or as reported by the U.S.
Department of the Treasury.


In the event that the results of auctions of 91-day Treasury
bills cease to be published or reported as provided above, or that no 91-day
Treasury bill auction is held in a particular week, then the 91-day
Treasury bill rate in effect as a result of the last such publication or report
will remain in effect until such time, if any, as the results of auctions of 91-day
Treasury bills will again be so published or reported or such auction is held,
as the case may be.


Unless otherwise specified in this Note, the 91-Day Treasury Bill
Rate will be subject to a lock-in period of six Business Days prior to each
Interest Payment Date. If the rate is subject to a lock-in period, the interest
rate or other calculations in effect on the sixth Business Day prior to the
Interest Payment Date will be the rate or other such calculation in effect for
the remainder of such Interest Accrual Period.


If no redemption right is specified in this Note, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. If a
redemption right is specified in this Note, this Note may be redeemed at the
option of the Company on any Business Day on and after the date, if any,
specified on the face of this Note (each, a “Redemption
Date”). [This Note may be redeemed on any Redemption Date in whole
or in part in increments of $1,000 at a redemption price equal to 100% of the
principal amount to be redeemed (except if this Note is Original Issue
Discount, as described below), together with interest on this Note payable to,
but excluding, the applicable Redemption Date, on notice given by the Company
to the Trustee at least ten (10) days prior to the proposed Redemption
Date and to the Holder of this Note at least five (5) days prior to the
proposed Redemption Date.]


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. If an Event of Default occurs
and is 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.



 7
 






 



 


If this Note is specified on the face of this Note to be Original Issue
Discount, the amount of principal payable to the Holder of this Note in the
event of redemption, or acceleration of maturity will be such portion of the
principal amount as may be specified, or determined as specified, in the terms
of the Notes, with the amount of interest payable equal to any unpaid interest
accrued on this Note to, but not including, the Redemption Date or date of
acceleration of maturity, as applicable.


The Indenture permits, with certain exceptions as provided in the
Indenture, the amendment of the Indenture and the modification of the rights
and obligations of the Company and the rights of the Holders of the Notes at
any time by the Company and the 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 Note will be conclusive and binding upon such Holder and upon future
Holders of this Note and of any Note issued upon the registration of transfer
of, exchange for or substitution of this Note, whether or not notation of such
consent or waiver is made upon this Note. In determining whether the Holders of
the requisite principal amount of Notes have given, made or taken any action
under the Indenture, the principal amount of any Note that is Original Issue
Discount which is deemed to be outstanding will be the amount of the principal
of such Note which would be due and payable if the maturity date of such Note
had been accelerated to such date.


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


As provided in the Indenture and subject to certain limitations set
forth in the Indenture, the transfer of this Note may be registered on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, and this Note duly executed
by, the Holder of this Note or by his attorney duly authorized in writing and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations set forth in the Indenture, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denomination as
requested by the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.



 8
 






 



 


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner of this Note for
all purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent will be affected by notice to the contrary.



 9
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  
	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                      

  	
  (State)

  
	
   

  
	
  Additional abbreviations may
  also be used though not in the above list.

  
	
   

  
										



 



 10
 






 



 


Assignment


FOR VALUE RECEIVED, the
undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE


the within Note and all rights thereunder, hereby irrevocably
constituting and appointing


                                                                                                                                                                                                     
Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  Guarantee)

  	
   

  	
   

  
					



 



 11














 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15
OF THE INDENTURE, THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART,
ONLY TO A NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR 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.


 


	
  REGISTERED

  	
   

  	
  $                                

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No.    

  	
   

  	
  CUSIP
                      

  	
   

  



 


SLM CORPORATION


MEDIUM TERM NOTE, SERIES A


DUE                            ,
20


(FLOATING RATE - CONSUMER PRICE
INDEX-LINKED)


 


	
  Original Issue Date: 
                     ,
  20    

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date: 
                    ,
  20    

  	
   

  	
  Interest Determination Date(s): *

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis: 
  Consumer Price Index Linked

  	
   

  	
  Interest Payment Date(s):

  
	
   

  	
   

  	
   

  
	
  Index Maturity: 
  N/A

  	
   

  	
  Interest Period(s): **

  
	
   

  	
   

  	
   

  
	
  Spread:       %

  	
   

  	
  Interest Rate: 
  ***

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
  Initial Interest Rate:        %

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:  

  	
   

  	
  Minimum Interest Rate:

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Maximum Interest Rate:  

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):

  	
   

  	
  Day Count Convention/Accrual Method:

  
	
   

  	
   

  	
   

  
	
  Repayment Price

  	
   

  	
  Calculation Agent:

  
















 


 






*              Commencing on                          ,
20     and thereafter, the first of each month during the
term of the Notes


**           From
and including the previous Reset Date (or Original Issue Date, in the case of
the first Interest Period) to but excluding the current Reset Date (or Maturity
Date, in the case of the last Interest Period)


***         The Interest Rate for the interest payment due on                            ,
20     will be [ ]%; the Interest Rate will be reset for
each subsequent interest payment and will be expressed as a percentage
according to the following formula, but cannot be less than zero:


[(CPIt — CPIt-12)/CPIt-12] [plus][minus][*]
Spread]


where:


•                    CPIt = Current
Index Level of the non-seasonally
adjusted U.S. City Average All Items Consumer Price Index (the “CPI”),
published by the Bureau of Labor Statistics of the U.S. Department of Labor (“BLS”)
and reported on Bloomberg CPURNSA, and


•                    CPIt-12 = the Index
Level for the CPI 12 months prior to CPIt.


CPIt for each Reset Date is the CPI for the third
calendar month prior to such Reset Date as published and reported in the second
calendar month prior to such Reset Date.



 2
 






 



 


SLM CORPORATION, a Delaware corporation formerly known as USA Education, Inc.
(the “Company”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal amount shown above on the Maturity
Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Interest Rate shown above, until the
principal of this Note is fully paid or duly made available for payment.


The Company will pay on each Interest Payment Date the interest, if
any, then due and payable, and on the Maturity Date, provided if
any Interest Payment Date, other than the Maturity Date, would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
until the next calendar day that is a Business Day. If the Maturity Date is a
day that is not a Business Day, principal and interest will be paid on the next
succeeding Business Day, with the same force and effect as if made on the
Maturity Date, and no interest on such payment will accrue from or after the
Maturity Date. “Business Day” means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies in New York,
New York are authorized or obligated by law, regulation or executive order to
remain closed.


The interest so payable, and punctually paid or duly provided for, on
the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, provided that interest payable on the Maturity Date will be
paid to the Person to whom the principal of this Note is payable. The “Regular
Record Date” for each payment of interest is [the Business Day immediately
preceding the Interest Payment Date or Maturity Date] [or] [the date specified
in this Note]. Any such interest which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date, will cease to be payable to
the Holder on such Regular Record Date, and may be paid to the Person in whose
name this Note is registered at the close of business on a special record date
for the payment of such defaulted interest to be fixed by the Trustee (as
defined on the reverse of this Note), notice of which will be given to the
Holder of this Note not less than ten days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be listed and
upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The Company will pay interest at the applicable
interest rate on overdue principal and, to the extent permitted by law, on
overdue interest.


Payments of principal and interest will be made at the office or agency
of the Trustee maintained for that purpose in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private debt,
by check mailed to the address of the Person entitled thereto as such address
appears in the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


The principal of this Note and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or



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agency of the Trustee maintained for that purpose in
the Borough of Manhattan, The City of New York.


REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE OF THIS NOTE, WHICH FURTHER PROVISIONS FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE OF THIS NOTE.


This Note is governed by and will be construed in accordance with the
laws of the State of New York.


Unless the certificate of authentication on this Note has been executed
by JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase
Bank and 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 will not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



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IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.


Dated: [                                ]


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


CERTIFICATE OF AUTHENTICATION


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


 


	
   

  	
  JPMORGAN CHASE BANK, NATIONAL

  ASSOCIATION as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 



 5
 






 



 


[Reverse of Note]


SLM CORPORATION


MEDIUM TERM NOTE, SERIES A


DUE                            ,
20


(FLOATING RATE — CONSUMER PRICE INDEX-LINKED)


This Note is one of a duly authorized series of notes of the Company
issued and to be issued under the Indenture, dated as of October 1, 2000
(the “Base Indenture”), between the Company and JPMorgan Chase Bank,
National Association, formerly known as JPMorgan Chase Bank and The Chase
Manhattan Bank, as trustee, for the Medium Term Notes, Series A (the “Notes”)
(the Base Indenture, as amended or supplemented from time to time, collectively
the “Indenture”). Reference is made to the Indenture for a statement of
the respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. Capitalized terms used and not
otherwise defined in this Note have the meanings ascribed to them in the
Indenture. The term “Company”, as used in this Note, includes any successor to
the Company under the Indenture.


This Note is designated as a Medium Term Note — Series A due                   
   , 20   . The Interest Period for each Interest
Payment Date begins on each Interest Payment Date and ends on the calendar day
before the next Interest Payment Date, provided that
the first Interest Period begins on                  
   , 20   and ends on                      
   , 20  , the calendar day before the first Interest
Payment Date. The interest rate in effect during each Interest Period after the
first will be the interest rate determined on the               
Determination Date immediately preceding such Interest Period, provided that the interest rate in effect for the first
Interest Period will be the Initial Interest Rate specified on the face hereof.
All values used in the interest rate formula for the Notes will be rounded to
the nearest fifth decimal place. All percentages resulting from any
calculations of the interest rate will be rounded to the nearest third decimal
place. In addition, the interest rate hereon shall in no event be higher than
the maximum rate, if any, permitted by applicable law.


[Commencing with the first Interest Determination Date, and thereafter
on each succeeding Interest Determination Date, the rate at which interest on this
Note is payable shall be adjusted. Each such adjusted rate shall be applicable
to the Interest Period to which it relates.]


Subject to applicable law and except as specified herein, the rate of
interest on this Note for each Interest Period after the first shall be expressed as a percentage according to the
formula on the cover of this note.


CPIt for each Reset Date is the CPI for the third
calendar month prior to such Reset Date as published and reported in the second
calendar month prior to such Reset Date.



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In calculating CPIt. and CPIt-12 the calculation agent will use the most recently
available value of the CPI determined as described above on the applicable
Reset Date, even if such value has been adjusted from a prior reported value
for the relevant month. However, if a value of CPI that has been used by the
calculation agent on any Reset Date to determine the interest rate on this Note
(an “Initial CPI”) is subsequently revised by the BLS, the calculation
agent will continue to use the Initial CPI, and the interest rate determined
will not be revised.


If the CPI is rebased
to a different year or period and the 1982-1984 CPI is no longer used,
the base reference period for this Note will continue to be the 1982-1984
reference period as long as the 1982-1984 CPI continues to be published.


If, while this Note is outstanding, the CPI is discontinued or
substantially altered, as determined in the sole discretion of the calculation
agent, the applicable substitute index for this Note will be that chosen by the
Secretary of the Treasury for the Department of Treasury’s Inflation-Linked
Treasuries as described at 62 Federal Register 846-874 (January 6,
1997) or, if no such securities are outstanding, will be determined by the
calculation agent in accordance with general market practice at the time.


The calculation agent on behalf of the Trustee will calculate the
interest payable on this Note in accordance with the foregoing and will confirm
in writing such calculation to the Company and the Paying Agent immediately
after each determination. All determinations made by the calculation agent on
behalf of the Trustee will be, in the absence of manifest error, conclusive for
all purposes and binding on the Company and the Holders of the Notes. Unless
otherwise set forth in this Note, the “calculation agent” will be the Company.


If no redemption right is specified in this Note, this
Note may not be redeemed at the option of the Company prior to the Maturity
Date. If a redemption right is specified in this Note, this Note may be
redeemed at the option of the Company on any Business Day on and after the
date, if any, specified on the face of this Note (each, a “Redemption Date”).
[This Note may be redeemed on any Redemption Date in whole or in part in
increments of $1,000 at a redemption price equal to [100%] of the principal
amount to be redeemed (except if this Note is Original Issue Discount, as
described below), together with interest on this Note payable to, but
excluding, the applicable Redemption Date, on notice given by the Company to
the Trustee and to the Holder of this Note at least five (5) days prior to
the proposed Redemption Date.]


In the event of redemption or repayment of this Note
in part only, a new Note or Notes of like tenor in the aggregate principal
amount to and in exchange for the portion of this Note that is not redeemed or
repaid will be issued in the name of the Holder of this Note upon its
cancellation.


As described on the face of this Note, the entire principal amount of
this Note (except if this Note is Original Issue Discount, as described below)
will be due and payable on the Maturity Date, which amount includes accrued
amortization of original issue discount, if any. 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.



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If this Note is specified on the face of this Note to be Original Issue
Discount, the amount of principal payable to the Holder of this Note in the
event of redemption or acceleration of maturity will be such portion of the
principal amount as may be specified, or determined as specified, in the terms
of this Note, with the amount of interest payable equal to any unpaid interest
accrued on this Note to, but not including, the Redemption Date, or date of
acceleration of maturity, as applicable.


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 of the Notes 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 Note shall
be conclusive and binding upon such Holder and upon future Holders of this 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 Note.


Holders of Notes 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 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 Note at the time, place, and rate, and in the
coin or currency, herein prescribed.


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denomination as requested by
the Holder surrendering the same.


No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in



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whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.



 9
 






 



 


ABBREVIATIONS


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship and not
  as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                      

  	
  (State)

  
	
   

  
	
  Additional abbreviations may
  also be used though not in the above list.

  
	
   

  
										



 



 10
 






 



 


Assignment


FOR VALUE RECEIVED, the
undersigned 

hereby sell(s), assign(s) and transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


the within Note and all rights
thereunder, hereby irrevocably constituting and appointing


Attorney to transfer said Note
on the books of the Company, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  Guarantee)

  	
   

  	
   

  
						



 



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