Exhibit 4.2


 


7.25% MANDATORY CONVERTIBLE
PREFERRED STOCK, SERIES C


 


SEE REVERSE FOR LEGEND


 


	
  Number: R-1

  	
   

  
	
  7.25% Mandatory
  Convertible Preferred Stock, 

  Series C

  	
  500,000
  Shares

  
	
   

  	
  CUSIP
  NO.: 78442 P 700

  



 


SLM CORPORATION


 


FACE OF SECURITY


 


This certifies that Cede & Co. is
the owner of fully paid and non-assessable shares of the 7.25% Mandatory
Convertible Preferred Stock, Series C, par value $0.20 of SLM Corporation
(hereinafter called the “Corporation”), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed.  This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Restated Certificate of Incorporation of SLM Corporation and all amendments
thereto (copies of which are on file at the office of the Transfer Agent) to
all of which the holder of this certificate by acceptance hereof assents.  This certificate is not valid until
countersigned by the Registrar.


 


Capitalized terms used but
not defined herein shall have the meanings ascribed thereto in or pursuant to
the Certificate of Designations of 7.25% Mandatory Convertible Preferred Stock,
Series C, of the Corporation.


 

















 


IN WITNESS WHEREOF, SLM Corporation has
executed this certificate as of the date set forth below.


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ MARY F. EURE

  	
   

  
	
   

  	
  Name:

  	
  Mary F. Eure

  
	
   

  	
  Title:

  	
  Corporate Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated: December 31,
  2007

  
					



 

















 


REGISTRAR’ S CERTIFICATE OF AUTHENTICATION


 


This is one of the certificates representing
shares of the 7.25% Mandatory Convertible Preferred Stock, Series C,
referred to in the within mentioned Certificate of Designations.


 


	
   

  	
  COMPUTERSHARE INVESTOR SERVICES LLC

  
	
   

  	
  as Registrar

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ ADELA FORSYTH

  	
   

  
	
   

  	
  Name: 

  	
  Adela Forsyth

  
	
   

  	
  Title: 

  	
  Senior Relationship
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated: December 31,
  2007

  	
   

  
						



 

















 


REVERSE OF SECURITY


 


SLM CORPORATION


 


The shares of 7.25% Mandatory Convertible Preferred
Stock, Series C (the “Mandatory Convertible Preferred Stock”), shall
automatically convert on December 15, 2010 into a number of shares of
common stock, par value $0.20 per share, of the Corporation (the “Common Stock”)
as provided in the Certificate of Designations of the Corporation relating to
the Mandatory Convertible Preferred Stock (the “Certificate of Designations”).  The shares of the Mandatory Convertible
Preferred Stock are also convertible at the option of the holder, into shares
of Common Stock at any time prior to December 15, 2010 as provided in the
Certificate of Designations.  The
preceding description is qualified in its entirety by reference to the
Certificate of Designations, a copy of which shall be furnished by the
Corporation to any holder without charge upon request addressed to the
Secretary of the Corporation at its principal office in Reston, VA, or to the
Registrar named on the face of this certificate.


 


The Corporation shall furnish to any shareholders,
upon request, and without charge, a full statement of the designations,
relative rights, preferences and limitations of the shares of each class and
series authorized to be issued so far as the same have been determined and of
the authority of the Board of Directors to divide the shares into classes or
series and to determine and change the relative rights, preferences and
limitations of any class or series.  Any
such request should be addressed to the Secretary of the Corporation at its
principal office in Reston, VA, or to the Registrar named on the face of this
certificate.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE CORPORATION OR THE REGISTRAR NAMED ON THE FACE OF
THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE CERTIFICATE OF DESIGNATIONS. 
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 

















 


NOTICE OF CONVERSION


 


(To be Executed by the Holder

in order to Convert the 7.25% Mandatory Convertible Preferred Stock, Series C)


 


The undersigned hereby irrevocably elects to convert
(the “Conversion”) 7.25% Mandatory
Convertible Preferred Stock, Series C (the “Mandatory Convertible Preferred Stock”), of SLM Corporation
(hereinafter called the “Corporation”),
represented by stock certificate No(s).
[            ] (the
“Mandatory Convertible Preferred Stock
Certificates”), into common stock, par value $0.20 per share, of the
Corporation (the “Common Stock”)
according to the conditions of the Certificate of Designations of the Mandatory
Convertible Preferred Stock (the “Certificate
of Designation”), as of the date written below.  If Common Stock is to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto, if any, and is delivering herewith the
Mandatory Convertible Preferred Stock Certificates.  No fee will be charged to the holder for any
conversion, except for transfer taxes, if any. 
Each Mandatory Convertible Preferred Stock Certificate is attached
hereto (or evidence of loss, theft or destruction thereof).


 


The undersigned represents and warrants that all
offers and sales by the undersigned of the Common Stock, if any, issuable to
the undersigned upon conversion of the Mandatory Convertible Preferred Stock
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the “Act”), or pursuant to any exemption from
registration under the Act.


 


Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in or pursuant to the Certificate of
Designation.


 


	
  Date
  of Conversion:

  	
   

  
	
  Applicable
  Conversion Rate:

  	
   

  
	
  Shares
  of Mandatory Convertible Preferred Stock to be Converted:

  	
   

  
	
  Shares
  of Common Stock to be Issued:*

  	
   

  
	
  Signature:

  	
   

  
	
  Name:

  	
   

  
	
  Address:**

  	
   

  
	
  Fax
  No.:

  	
   

  
								



 






*                                         The Corporation
is not required to issue Common Stock until the original Mandatory Convertible
Preferred Stock Certificate(s) (or evidence of loss, theft or destruction
thereof) to be converted are received by the Corporation or the Conversion
Agent. The Corporation shall issue and deliver Common Stock to an overnight
courier not later than three business days following receipt of the original
Mandatory Convertible Preferred Stock Certificate(s) to be converted.


 


**                                  Address where
Common Stock and any other payments or certificates shall be sent by the
Corporation.


 

















 


ASSIGNMENT


 


	
  For value received,

  	
   

  	
   hereby sell, assign and transfer unto

  



 


	
   

  	
   

  	
   

  
	
  (Please Insert
  Social Security or Other Identifying Number of Assignee)

  	
   

  	 




 


	
   

  	
   

  
	
  (Please Print or Typewrite
  Name and Address, Including Zip Code, of Assignee)

  



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


shares of the common stock represented by the
within certificate, and do hereby irrevocably constitute and appoint Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  



 


 


	
   

  	
   

  
	
  NOTICE:

  	
  The
  Signature to this Assignment Must Correspond with the Name As Written Upon
  the Face of the Certificate in Every Particular, Without Alteration
  or Enlargement or Any Change Whatever.

  



 


SIGNATURE GUARANTEED


 


	
   

  	
   

  
	
  (Signature Must Be
  Guaranteed by a Member

  	
   

  
	
  of a Medallion Signature
  Program)

  	
   

  



 
















 


7.25% MANDATORY CONVERTIBLE
PREFERRED STOCK, SERIES C


 


	
   

  	
  SEE
  REVERSE FOR LEGEND

  
	
  Number: R-2

  	
   

  
	
   

  	
   

  
	
  7.25% Mandatory
  Convertible Preferred Stock, 

  Series C

  	
  500,000
  Shares

  
	
   

  	
   

  
	
   

  	
  CUSIP
  NO.: 78442 P 700

  



 


SLM CORPORATION


 


FACE OF SECURITY


 


This certifies that Cede & Co. is
the owner of fully paid and non-assessable shares of the 7.25% Mandatory
Convertible Preferred Stock, Series C, par value $0.20 of SLM Corporation
(hereinafter called the “Corporation”), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed.  This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Restated Certificate of Incorporation of SLM Corporation and all amendments
thereto (copies of which are on file at the office of the Transfer Agent) to
all of which the holder of this certificate by acceptance hereof assents.  This certificate is not valid until
countersigned by the Registrar.


 


Capitalized terms used but
not defined herein shall have the meanings ascribed thereto in or pursuant to
the Certificate of Designations of 7.25% Mandatory Convertible Preferred Stock,
Series C, of the Corporation.


 


 

















 


IN WITNESS WHEREOF, SLM Corporation has
executed this certificate as of the date set forth below.


 


	
  SLM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ MARY F. EURE

  
	
   

  	
  Name: Mary F. Eure

  
	
   

  	
  Title: Corporate Secretary

  
	
   

  	
   

  
	
   

  	
  Dated: December 31,
  2007

  



 


 

















 


REGISTRAR’ S CERTIFICATE OF AUTHENTICATION


 


This is one of the certificates representing
shares of the 7.25% Mandatory Convertible Preferred Stock, Series C,
referred to in the within mentioned Certificate of Designations.


 


	
  COMPUTERSHARE INVESTOR SERVICES LLC

  as Registrar

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ ADELA FORSYTH

  
	
   

  	
  Name: Adela Forsyth

  
	
   

  	
  Title: Senior Relationship
  Manager

  
	
   

  	
   

  
	
   

  	
  Dated: December 31,
  2007

  



 


 

















 


REVERSE OF SECURITY


 


SLM CORPORATION


 


The shares of 7.25% Mandatory Convertible Preferred
Stock, Series C (the “Mandatory Convertible Preferred Stock”), shall
automatically convert on December 15, 2010 into a number of shares of
common stock, par value $0.20 per share, of the Corporation (the “Common Stock”)
as provided in the Certificate of Designations of the Corporation relating to
the Mandatory Convertible Preferred Stock (the “Certificate of Designations”).  The shares of the Mandatory Convertible
Preferred Stock are also convertible at the option of the holder, into shares
of Common Stock at any time prior to December 15, 2010 as provided in the
Certificate of Designations.  The
preceding description is qualified in its entirety by reference to the
Certificate of Designations, a copy of which shall be furnished by the
Corporation to any holder without charge upon request addressed to the
Secretary of the Corporation at its principal office in Reston, VA, or to the
Registrar named on the face of this certificate.


 


The Corporation shall furnish to any shareholders,
upon request, and without charge, a full statement of the designations,
relative rights, preferences and limitations of the shares of each class and
series authorized to be issued so far as the same have been determined and of
the authority of the Board of Directors to divide the shares into classes or
series and to determine and change the relative rights, preferences and
limitations of any class or series.  Any
such request should be addressed to the Secretary of the Corporation at its
principal office in Reston, VA, or to the Registrar named on the face of this
certificate.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO THE CORPORATION OR THE REGISTRAR NAMED ON THE FACE OF
THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE CERTIFICATE OF DESIGNATIONS. 
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


 

















 


NOTICE OF CONVERSION


 


(To be Executed by the Holder

in order to Convert the 7.25% Mandatory Convertible Preferred Stock, Series C)


 


The undersigned hereby irrevocably elects to convert
(the “Conversion”) 7.25% Mandatory
Convertible Preferred Stock, Series C (the “Mandatory Convertible Preferred Stock”), of SLM Corporation
(hereinafter called the “Corporation”),
represented by stock certificate No(s).
[            ] (the
“Mandatory Convertible Preferred Stock
Certificates”), into common stock, par value $0.20 per share, of the
Corporation (the “Common Stock”)
according to the conditions of the Certificate of Designations of the Mandatory
Convertible Preferred Stock (the “Certificate
of Designation”), as of the date written below.  If Common Stock is to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto, if any, and is delivering herewith the
Mandatory Convertible Preferred Stock Certificates.  No fee will be charged to the holder for any
conversion, except for transfer taxes, if any. 
Each Mandatory Convertible Preferred Stock Certificate is attached
hereto (or evidence of loss, theft or destruction thereof).


 


The undersigned represents and warrants that all
offers and sales by the undersigned of the Common Stock, if any, issuable to
the undersigned upon conversion of the Mandatory Convertible Preferred Stock
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the “Act”), or pursuant to any exemption from
registration under the Act.


 


Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in or pursuant to the Certificate of
Designation.


 


	
  Date of Conversion:

  	
   

  
	
  Applicable Conversion Rate:

  	
   

  
	
  Shares of Mandatory Convertible Preferred Stock to be Converted:

  	
   

  
	
  Shares of Common Stock to be Issued:*

  	
   

  
	
  Signature:

  	
   

  
	
  Name:

  	
   

  
	
  Address:**

  	
   

  
	
  Fax No.:

  	
   

  
									



 


 


 


 






*                                         The Corporation
is not required to issue Common Stock until the original Mandatory Convertible
Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof)
to be converted are received by the Corporation or the Conversion Agent.  The Corporation shall issue and deliver
Common Stock to an overnight courier not later than three business days
following receipt of the original Mandatory Convertible Preferred Stock
Certificate(s) to be converted.


 


**                                  Address where
Common Stock and any other payments or certificates shall be sent by the
Corporation.


 


 

















 


ASSIGNMENT


 


	
  For value received,

  	
   

  	
  hereby sell, assign and
  transfer unto

  
	
   

  
	
   

  
	
  (Please Insert Social
  Security or Other Identifying Number of Assignee)

  
	
   

  
	
   

  
	
  (Please Print or Typewrite
  Name and Address, Including Zip Code, of Assignee)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  shares of the common stock
  represented by the within certificate, and do hereby irrevocably constitute
  and appoint Attorney to transfer the said stock on the books of the within
  named Corporation with full power of substitution in the premises.

  



 


	
  Dated

  	
   

  	
   

  



 




	
   

  	
   

  
	
  NOTICE:

  	
  The
  Signature to this Assignment Must Correspond with the Name As Written Upon
  the Face of the Certificate in Every Particular, Without Alteration
  or Enlargement or Any Change Whatever.

  






 


 


	
  SIGNATURE GUARANTEED

  
	
   

  
	
   

  	
   

  
	
  (Signature Must Be
  Guaranteed by a Member 

  
	
  of a Medallion Signature
  Program)