Exhibit 4.2


 


SLM
CORPORATION


 


OFFICERS’ CERTIFICATE


 


This certificate is furnished to Deutsche
Bank Trust Company Americas, as trustee (the “EdNotes Trustee”), for the
EdNotes (defined below), pursuant to Section 2.02(c) of the
Indenture, dated as of October 1, 2000 (the “Base Indenture”),
between SLM Corporation, a Delaware corporation (the “Company”) and The
Bank of New York (the “Trustee”), as successor to JPMorgan Chase Bank,
National Association (the “Original Trustee”), as supplemented by the
Fourth Supplemental Indenture, dated as of January 16, 2003 (the “Fourth
Supplemental Indenture”), between the Company and the EdNotes Trustee, as
consented to by the Original Trustee, as amended by the Amended Fourth
Supplemental Indenture, dated as of December 17, 2004 (the “Amended
Fourth Supplemental Indenture”), between the Company and the Ednotes
Trustee, and as further amended by the Second Amended Fourth Supplemental
Indenture, dated as of July 22, 2008 (the “Second Amended Fourth
Supplemental Indenture,” and together with the Amended Fourth Supplemental
Indenture, the Fourth Supplemental Indenture and the Base Indenture, each as
amended or supplemented, collectively the “Indenture”), between the
Company and the EdNotes Trustee.


 


The Company (i) has filed with the
Securities and Exchange Commission (the “Commission”) (A) a
Prospectus and a Prospectus Supplement, each dated January 23, 2003, to
Registration Statement (File No. 333-90316) with respect to an offering of
up to $2,000,000,000 of Medium Term Notes of the Company, Series B, due
nine months or longer from the date of issue, otherwise known as EdNotes® (the “EdNotes”),
(B) a Prospectus and a Prospectus Supplement, each dated January 5,
2005, to Registration Statement (File No. 333-107132) with respect to an
offering of up to $3,000,000,000 of EdNotes, and (C) a Registration
Statement (File No. 333-130584) under the Securities Act, including a
Prospectus dated July 22, 2008 (the “Base Prospectus”), containing
a general description of the debt securities that the Company may offer from
time to time, and (ii) will file with the Securities and Exchange
Commission a Prospectus Supplement, dated July 22, 2008 (the “Prospectus
Supplement” and together with the Base Prospectus, the “Prospectus”),
to Registration Statement (File No. 333-130584) with respect to an
unlimited aggregate principal amount of EdNotes.  The terms of each issuance of EdNotes shall
be set forth in a pricing supplement to the Prospectus (each, a “Pricing
Supplement”).


 


By resolution dated May 10, 2001, the
Board of Directors of the Company authorized the Company to develop a medium
term note program or programs and to issue and sell medium term notes and
authorized certain officers or any one of their designees to take or cause to
be taken actions under such resolution. 
Such resolution is attached as  Exhibit A to this
Officers’ Certificate.


 


The undersigned, John F. Remondi, Executive
Vice President, Finance, and Mary F. Eure, Vice President and Corporate
Secretary of the Company, hereby make this Officers’ Certificate in order to
set forth the terms of the EdNotes to be issued from time to time under the
Indenture.


 

















 


A.            Terms and
Conditions of Securities


 


1.             Title of Securities. The title of the Securities is “Medium
Term Notes, Series B”.  They shall
also be known as “EdNotes”.


 


2.             Aggregate Principal Amount of
Securities.
The aggregate principal amount of the EdNotes to be offered pursuant to the
Prospectus is unlimited.


 


3.             Maturity Dates. The EdNotes will be issued on
different dates and will have minimum maturities of nine (9) months from
their respective dates of issue, in each case stated in the Pricing Supplement
for each EdNote.


 


4.             Interest. Each EdNote may be a fixed rate
note (“Fixed Rate EdNote”) or a floating rate note (“Floating Rate
EdNote”). The EdNotes will bear interest as specified in the Prospectus and
Pricing Supplement, which, in the case of zero-coupon notes, will be zero. The
Prospectus and Pricing Supplement will state the date or dates from which
interest shall accrue on the EdNotes, the interest payment dates for interest
to be paid on the EdNotes and the regular record dates for such interest
payment dates, if any. The Pricing Supplement also will describe the terms of
any zero-coupon or discount notes which may be issued, including the
calculation method for any accruals of discount on such zero-coupon or discount
notes. Under no circumstances will additional amounts on the EdNotes be payable
in respect of specified taxes, assessments or other governmental charges withheld
or deducted.


 


5.             Paying Agent. The EdNotes Trustee will be the
paying agent for the EdNotes, unless the Pricing Supplement states otherwise.


 


6.             Registered Securities. The EdNotes will be issued in
registered form, without interest coupons, unless the Pricing Supplement states
otherwise.


 


7.             Form of Securities. The EdNotes will be issued in
book-entry form and represented by one or more master notes or global notes,
unless the Pricing Supplement states otherwise.


 


8.             Depositary. The depositary for the EdNotes
issued in book-entry form will be the Depository Trust Company, unless the
Pricing Supplement states otherwise.


 


9.             Denomination. The EdNotes will be issued in
denominations of $1,000 and any integral multiple of $1,000, unless the Pricing
Supplement states otherwise.


 


10.           Currency. Payments of principal and interest
on the EdNotes will be made in U.S. Dollars.


 


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11.           Redemption.


 


(a)        No EdNote, or portion of an EdNote, will be redeemable
at the option of the Company, unless the Pricing Supplement states otherwise.


 


(b)        Redemption. If so specified in any Pricing Supplement applicable
to an EdNote, the Company shall have the option to redeem the EdNote (or a
portion thereof) prior to its maturity date. Pursuant to Section 3.01 of
the Indenture, the Company shall, at least ten (10) days prior to the
redemption date fixed by the Company, notify the EdNotes Trustee of such
redemption date and of the Principal amount and redemption price of the EdNotes
to be redeemed. Notwithstanding Section 3.03(a) of the Indenture, at
least five (5), but not more than sixty (60), days before a redemption date,
the Company and the EdNotes Trustee shall send a notice or redemption by
facsimile or some other form of electronic transmission, with a copy of such
notice sent simultaneously by first-class mail, to the depositary for the
EdNotes issued in book-entry form or to each Holder of EdNotes that are to be
redeemed if the EdNotes are issued in other than book-entry form. All
provisions of Section 3.03 of the Indenture, with the exception of Section 3.03(a) which
has been modified by this Section (11)(b), shall remain unchanged.  In the event of redemption of an EdNote that
is a discount or zero-coupon note, the amount payable to the Holder of the
EdNote shall be calculated as described in the terms of the applicable EdNote
and related Pricing Supplement.


 


12.           Survivor’s Option.


 


(a)        Definitions.


 


(i)        “Annual Put Limitation” is
defined in Section (12)(d) below.


 


(ii)       “Business Day” means any day
that is not a Saturday, Sunday, holiday or other day on which banking
institutions in New York, New York are authorized or ordered to close by law or
executive order.


 


(iii)      “Individual Put Limitation”
is defined in Section (12)(d) below.


 


(iv)     “NASD” is defined in Section (12)(g) below.


 


(v)      “Representative” means the
person that has authority to act on behalf of the deceased owner of the
beneficial interest in an EdNote under the laws of the appropriate jurisdiction
(including, without limitation, the personal representative, executor,
surviving joint tenant or surviving tenant by the entirety of such deceased
beneficial owner).


 


(vi)     “Survivor’s Option” is
defined in Section (12)(b) below.


 


(vii)    “Survivor’s Option Blackout
Period” is defined in Section (12)(b) below.


 


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(b)        Grant of Survivor’s Option. No EdNote, or portion of an
EdNote, will be repayable at the option of the Holder, unless the Pricing
Supplement states otherwise. If so specified in any Pricing Supplement, the
Representative of the beneficial owner of an EdNote shall have the option to
elect repayment of such EdNote (or a portion thereof) in the event of the death
of the beneficial owner of such EdNote (“Survivor’s Option”). The
Survivor’s Option shall not be exercisable during a Survivor’s Option Blackout
Period that, unless otherwise provided in a Pricing Supplement applicable to
the EdNote, means the period commencing on the issue date of any EdNote and
ending twelve (12) months after such issue date (“Survivor’s Option Blackout
Period”).


 


(c)           Payments upon
Exercise of Survivor’s Option. Pursuant to exercise of the Survivor’s
Option, the Company shall, subject to the Annual Put Limitation and the
Individual Put Limitation described below, at its option, either repay or
purchase any EdNote (or portion thereof) properly tendered to the EdNotes
Trustee for repayment by or on behalf of the Representative for the deceased
owner of the beneficial interest in such EdNote at a price equal to 100% of the
principal amount of the beneficial interest of the deceased owner in such
EdNote plus accrued and unpaid interest, if any, to, but not including, the
date of such repayment. In the event the EdNote is a discount or zero-coupon note,
the price shall be calculated as described in the terms of the applicable
EdNote and related Pricing Supplement.


 


(d)           Limits on Survivor’s
Option. The Company may, in its sole discretion, limit the aggregate
principal amount of EdNotes as to which exercises of the Survivor’s Option
shall be accepted in any calendar year (the “Annual Put Limitation”) to
the greater of (i) one percent (1%) of the outstanding principal amount of
EdNotes subject to the Survivor’s Option as of December 31 of the most recent
completed year or (ii) $1,000,000 in any such calendar year, and may limit to
$200,000, the aggregate principal amount of EdNotes (or portions thereof) as to
which exercise of the Survivor’s Option will be accepted in such calendar year
with respect to any individual deceased owner of beneficial interests in such
EdNotes (the “Individual Put Limitation”). Moreover, the Company shall
not make principal repayments pursuant to exercise of the Survivor’s Option in
amounts that are less than $1,000 or that are not integral multiples of $1,000,
and, in the event that the limitations described in the preceding sentence
would result in the partial repayment of any EdNote, the principal amount of
such EdNote remaining outstanding after repayment must be at least $1,000.


 


(e)        Payments and Limited Withdrawal Right.


 


(i)        Any EdNote (or portion thereof)
tendered pursuant to exercise of the Survivor’s Option may not be withdrawn
unless the EdNote (or portion thereof) is not accepted on account of the Annual
Put Limitation or the Individual Put Limitation.


 


(ii)       Each EdNote (or portion thereof)
that is tendered pursuant to valid exercise of the Survivor’s Option shall be
accepted promptly in the order all such EdNotes are tendered, except for any
EdNote (or portion thereof) the acceptance of which would contravene (A) the
Annual Put Limitation, if applied, or (B) the Individual Put Limitation,
if applied, with respect to the relevant individual deceased owner of
beneficial interests therein. If, as of the end 


 


4

















 


of any calendar year,
the aggregate principal amount of EdNotes (or portions thereof) that have been
accepted pursuant to exercise of the Survivor’s Option during such year has not
exceeded the Annual Put Limitation, if applied, for such year, any exercise(s) of
the Survivor’s Option with respect to EdNotes (or portions thereof) not
accepted during such calendar year because such acceptance would have
contravened the Individual Put Limitation, if applied, with respect to an
individual deceased owner of beneficial interests therein may be accepted in
the order all such EdNotes (or portions thereof) were tendered, to the extent
that any such exercise would not trigger the Annual Put Limitation for such
calendar year.


 


(iii)      Any EdNote (or portion thereof)
accepted for repayment pursuant to exercise of the Survivor’s Option shall be
repaid on the earlier of the June 15 and December 15 following such
acceptance so long as repayment occurs twenty (20) or more calendar days after
the date of acceptance. If the date of repayment is not a Business Day, payment
will be made on the next succeeding Business Day.


 


(iv)     In the event that an EdNote (or any
portion thereof) tendered for repayment pursuant to valid exercise of the
Survivor’s Option is not accepted because of the application of the Annual Put
Limitation or the Individual Put Limitation, the EdNotes Trustee shall deliver
a notice by first-class mail to the Representative who tendered such EdNote for
repayment, at the address identified by the Representative in connection with
such tender, or in the case of a tender by a Representative that has not made
such Representative’s mailing address known to the EdNotes Trustee, to the
registered holder of the applicable EdNote at its last known address as
indicated in the EdNote register, or in the case of EdNotes represented by a
Global Securities, to the broker or other entity through which the beneficial
interest in the EdNote is held by the deceased owner, which notice states the reason
such EdNote (or portion thereof) has not been accepted for payment.


 


(v)      The Representative may withdraw the
tender of an EdNote (but only with respect to any portion of such EdNote that
was not paid because of the application of the Annual Put Limitation or the
Individual Put Limitation) prior to the earlier of (i) the date that is 90
days from the date of receipt by the Representative of notice from the EdNotes
Trustee of the foregoing notice of non-acceptance of the tender of an EdNote
(or any portion thereof) or (ii) the regular record date for the next
scheduled interest payment date, if any, on the EdNote.


 


(vi)     Each EdNote (or any portion thereof)
tendered for repayment that is not accepted in any calendar year due to the
application of the Annual Put Limitation or the Individual Put Limitation shall
be deemed to be tendered in the following calendar year in the order in which
all such EdNotes (or portions thereof) were originally tendered, unless any
such EdNote (or portion thereof) is withdrawn by the Representative for the
deceased owner.


 


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(f)         Death of Beneficial Owner. The death of a person owning an
EdNote in joint tenancy or tenancy by the entirety with another or others shall
be deemed the death of the beneficial owner of the EdNote, and the entire
principal amount of the EdNote so held shall be subject to repayment, together
with interest accrued thereon to the repayment date. The death of a person
owning an EdNote by tenancy in common shall be deemed the death of a holder of
an EdNote only with respect to the deceased holder’s interest in the EdNote so
held by tenancy in common; except that in the event an EdNote is held by
husband and wife as tenants in common, the death of either shall be deemed the
death of the holder of the EdNote, and the entire principal amount of the
EdNote so held shall be subject to repayment. The death of a person who, during
his or her lifetime, was entitled to substantially all of the beneficial
interests of ownership of an EdNote, shall be deemed the death of the
beneficial owner thereof for purposes of this provision, regardless of the
registered holder, if such beneficial interest can be established to the
satisfaction of the EdNotes Trustee and the Company. Such beneficial interest
shall be deemed to exist in typical cases of nominee ownership, ownership under
the Uniform Gifts to Minors Act, the Uniform Transfers to Minors Act, community
property or other joint ownership arrangements between a husband and wife and
trust arrangements where one person has substantially all of the beneficial
ownership interest in the EdNote during his or her lifetime.


 


(g)        Survivor’s Option Involving Global Securities.


 


(i)        For EdNotes represented by a Global
Security, the Depositary or its nominee shall be the holder of such EdNote.
Therefore, the Depositary (either directly or through its participants) or its
nominee shall be the only entity that can exercise the Survivor’s Option for
such EdNote, and the broker or other entity through which a beneficial interest
in an EdNote is held must give instructions to the Depositary and the EdNotes
Trustee.


 


(ii)      To obtain repayment pursuant to
exercise of the Survivor’s Option with respect to such EdNote, the
Representative must provide to the broker or other entity through which the
beneficial interest in the Global Security is held by the deceased owner (A) appropriate
evidence satisfactory to the Company and the EdNotes Trustee that (1) the
Representative has authority to act on behalf of the deceased beneficial owner,
(2) the death of such beneficial owner has occurred and (3) the
deceased was the owner of a beneficial interest in the Global Security at the
time of death, (B) the deceased owner’s social security number or other
taxpayer identification number, (C) a written request for repayment signed
by the Representative, with such information as the broker or other entity
requests, and with the signature guaranteed by a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc. (the “NASD”) or a commercial bank or trust company
having an office or correspondent in the United States, (D) instructions
to such broker or other entity to notify the Depositary of such Representative’s
desire to obtain repayment pursuant to exercise of the Survivor’s Option, and (E) a
detailed description of the EdNote, including the CUSIP number and issue date.


 


(iii)      Such broker or other entity shall
provide to the EdNotes Trustee (A) a written request for repayment signed
by that broker or 


 


6

















 


other entity in
substantially the form attached as Exhibit B to this Officers’
Certificate, and (B) a certificate or letter satisfactory to the EdNotes
Trustee from such broker or other entity stating that it represents the
deceased beneficial owner and describing the deceased owner’s beneficial
interest in the Global Security. Such broker or other entity shall be
responsible for disbursing any payments it receives pursuant to exercise of the
Survivor’s Option to the appropriate Representative.


 


(h)   Survivor’s Option Involving
Certificated EdNotes. In order for a Survivor’s Option to be validly exercised with
respect to any EdNote (or portion thereof), the EdNotes Trustee must receive
from the Representative of the deceased beneficial owner (i) appropriate
evidence satisfactory to the Company and the EdNotes Trustee that (A) the
Representative has authority to act on behalf of the deceased beneficial owner,
(B) the death of such beneficial owner has occurred and (C) the
deceased was the owner of a beneficial interest in the Global Security at the
time of death, (ii) a written request for repayment signed by the
Representative, with such information as the broker or other entity requests,
and with the signature guaranteed by a member firm of a registered national
securities exchange or of the NASD or a commercial bank or trust company having
an office or correspondent in the United States, (iii) a detailed
description of the EdNote, including CUSIP number and issue date, (iv) the
deceased owner’s social security number or other taxpayer identification
number, (v) tender of the EdNote (or portion thereof) to be repaid, (vi) if
applicable, a properly executed assignment or endorsement and (vii) if the
beneficial interest in such EdNote is held by a nominee of the deceased
beneficial owner, a certificate or letter satisfactory to the EdNotes Trustee
from such nominee attesting to the deceased’s ownership of a beneficial interest
in such EdNote. All questions as to the eligibility or validity of any exercise
of the Survivor’s Option will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties.


 


13.           Repurchase Upon a Change of Control
Triggering Event.


 


(a)        If so specified in any Pricing Supplement applicable
to an EdNote, Holders of such EdNotes will have certain rights upon a Change of
Control Triggering Event.  If a Change of
Control Triggering Event occurs, unless the Company has exercised its right, if
any, to redeem the EdNotes in full, as described under A.11 (Redemption) above,
the Company will make an offer to each Holder (the “Change of Control Offer”)
to repurchase any and all of such Holder’s EdNotes (equal to $1,000 or an
integral multiple of $1,000) at a repurchase price in cash equal to 101% of the
aggregate principal amount of the EdNotes repurchased plus accrued and unpaid
interest, if any, thereon, to the date of repurchase (the “Change of Control
Payment”). Within 30 days following any Change of Control Triggering Event,
the Company will be required to mail a notice to Holders, with a copy to the
EdNotes Trustee, describing the transaction or transactions that constitute the
Change of Control Triggering Event and offering to repurchase the EdNotes on
the date specified in the notice, which date will be no less than 30 days and
no more than 60 days from the date such notice is mailed (the “Change of
Control Payment Date”), pursuant to the procedures described in such
notice.


 


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The Company will not be required to offer to repurchase the EdNotes
upon the occurrence of a Change of Control Triggering Event if a third party
makes such an offer in the manner, at the times and otherwise in compliance
with the requirements for an offer made by the Company and the third party
repurchases on the applicable date all EdNotes properly tendered and not
withdrawn under its offer; provided that for all purposes of the EdNotes and
the Indenture, a failure by such third party to comply with the requirements of
such offer and to complete such offer shall be treated as a failure by us to
comply with the Company’s obligations to offer to purchase the EdNotes unless
the Company promptly make an offer to repurchase the EdNotes at 101% of the
principal amount thereof plus accrued and unpaid interest, if any, thereon, to
the date of repurchase, which shall be no later than 30 days after the third
party’s scheduled Change of Control Payment Date.


 


On the Change of Control Payment Date, the Company will be required, to
the extent lawful, to:


 


·      accept or cause a third
party to accept for payment all EdNotes or portions of EdNotes properly
tendered pursuant to the Change of Control Offer;


·      deposit or cause a third
party to deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all EdNotes or portions of EdNotes properly tendered; and


·      deliver or cause to be
delivered to the EdNotes Trustee the EdNotes properly accepted, together with
an officer’s certificate stating the principal amount of EdNotes or portions of
EdNotes being purchased.


 


(b)        Definitions.  For purposes
of the foregoing discussion of the applicable Change of Control provisions, (x) capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Indenture and (y) the following definitions shall apply:


 


(i)        “Below Investment Grade Rating
Event” means the notes are rated below an Investment Grade Rating by at
least two of the three Rating Agencies on any date from the announcement of the
occurrence of a Change of Control (or pending Change of Control) until the end
of the 60-day period following public notice of the occurrence of the Change of
Control; provided, however, that if (i) during such 60 day period one or
more Rating Agencies has publicly announced that it is considering the possible
downgrade of the EdNotes, and (ii) a downgrade by each of the Rating
Agencies that has made such an announcement would result in a Below Investment
Grade Rating Event, then such 60 day period shall be extended for such time as
the rating of the EdNotes by any such Rating Agency remains under publicly
announced consideration for possible downgrade to a rating below an Investment
Grade Rating and a downgrade by such Rating Agency to a rating below an
Investment Grade Rating could cause a Below Investment Grade Rating Event.


 


(ii)       “Change of Control” means the
occurrence of any of the following: (1) direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the
properties or assets of SLM Corporation and its subsidiaries taken as a whole
to any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act) other than to SLM 


 


8

















 


Corporation or one of
its subsidiaries; (2) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that
any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act) other than SLM Corporation or one of its subsidiaries becomes the
beneficial owner, directly or indirectly, of more than 50% of the
then-outstanding number of shares of SLM Corporation’s voting stock; (3) SLM
Corporation consolidates with, or merges with or into, any “person” (as that
term is used in Section 13(d)(3) of the Exchange Act), or any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act)
consolidates with, or merges with or into, SLM Corporation, in any such event
pursuant to a transaction in which any of the outstanding voting stock of SLM
Corporation or such other “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) is converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of the voting stock
of SLM Corporation outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the voting
stock of the surviving “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) immediately after giving effect to such transaction; (4) the
first day on which a majority of the members of SLM Corporation’s Board of
Directors are not Continuing Directors; or (5) the adoption of a plan relating
to the liquidation or dissolution of SLM Corporation; provided, however, that a
transaction will not be deemed to involve a Change of Control if (A) the
Company becomes a wholly owned subsidiary of a holding company and (B) the
holders of the voting stock of such holding company immediately following that
transaction are substantially the same as the holders of SLM Corporation’s
voting stock immediately prior to that transaction.  For purposes of this definition, “voting
stock” means capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of SLM Corporation, even
if the right to vote has been suspended by the happening of such a contingency.


 


(iii)      “Change of Control Triggering
Event” means the occurrence of both a Change of Control and a Below
Investment Grade Rating Event.


 


(iv)     “Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of SLM
Corporation who (1) was a member of the Board of Directors of SLM
Corporation on the date of the issuance of the EdNotes; or (2) was
nominated for election or elected to the Board of Directors of SLM Corporation
with the approval of a majority of the Continuing Directors who were members of
such Board of Directors of SLM Corporation at the time of such nomination or
election (either by specific vote or by approval of SLM Corporation’s proxy
statement in which such member was named as a nominee for election as a
director).


 


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(v)      “Fitch” means Fitch Ratings
Inc.


 


(vi)     “Investment Grade Rating”
means a rating by Moody’s equal to or higher than Baa3 (or the equivalent under
a successor rating category of Moody’s), a rating by S&P equal to or higher
than BBB- (or the equivalent under any successor rating category of S&P), a
rating by Fitch equal to or higher than BBB- (or the equivalent under any
successor rating category of Fitch), and the equivalent investment grade credit
rating from any replacement rating agency or rating agencies selected by the
Company under the circumstances permitting the Company to select a replacement
agency and in the manner for selecting a replacement agency, in each case as
set forth in the definition of “Rating Agencies”.


 


(vii)    “Moody’s” means Moody’s
Investors Service, Inc.


 


(viii)   “Rating Agencies” means (1) Moody’s,
S&P and Fitch; and (2) if any or all of Moody’s, S&P or Fitch
ceases to rate the EdNotes or fails to make a rating of the EdNotes publicly
available for reasons outside of our control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, that the Company selects (pursuant to a resolution of the SLM
Corporation Board of Directors) as a replacement agency for any of Moody’s,
S&P or Fitch, or all of them, as the case may be.


 


(ix)      “S&P” means Standard &
Poor’s, a division of The McGraw-Hill Companies, Inc.


 


14.           Sinking Fund. 
The EdNotes will not have the benefit of a sinking fund.


 


15.           Conversion. The EdNotes will not be
convertible or exchangeable into any other class or series of securities of the
Company, unless the Pricing Supplement states otherwise.


 


16.           Defeasance. The EdNotes will not be subject to
the defeasance provision of the Indenture,  unless the Pricing
Supplement states otherwise.


 


17.           Priority. The EdNotes are senior unsecured
obligations of the Company and rank equally in right of payment with any other
senior unsecured and unsubordinated indebtedness the Company has issued or may
issue from time to time. The EdNotes will rank senior to any subordinated
indebtedness the Company may issue from time to time.


 


18.           Forms of Securities. The form of master note is
attached as Exhibit C to this Officers’ Certificate.


 


19.           Other Terms. The EdNotes may have such other
terms specified in the Pricing Supplement which are not inconsistent with the
provisions of the Indenture.


 


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B.            EdNotes Trustee
Payments


 


1.             Establishment of Account; Investments. The Company directs and authorizes the EdNotes Trustee to
establish one or more debt service accounts in respect of the EdNotes. All or a
portion of the amounts paid to the EdNotes Trustee by the Company are to be
deposited in such accounts and are to be invested and reinvested by the EdNotes
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 business day (defined as any day that is not a
Saturday, Sunday, holiday or other day on which banking institutions in New
York, New York are authorized or ordered to close by law or executive order)
preceding the applicable payment date (or, in the case of an investment in an
obligation of the EdNotes Trustee, no later than the applicable payment date)
and no such investment may be sold prior to its maturity date. On or before the
third day of each month, the EdNotes Trustee is required to withdraw any net
reinvestment income and return such amount to the Company. The EdNotes Trustee
has no obligation to invest and reinvest any cash held in such accounts
established by the EdNotes Trustee in the absence of a timely and specific
written investment direction from the Company. In no event is the EdNotes
Trustee liable for the selection of investments or for investment losses
incurred thereon. The EdNotes 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.


 


2.             Permitted Compensation.
The EdNotes Trustee or its affiliates are permitted to receive additional
compensation that could be deemed to be in the EdNotes Trustee’s economic
self-interest for (i) serving as investment adviser, administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain
of the Eligible Investments, (ii) using affiliates to effect transactions
in certain Eligible Investments and (iii) effecting transactions in
certain Eligible Investments.


 


“Eligible Investments” means book-entry securities, negotiable
instruments or securities presented by instruments in bearer or registered
form, with respect to which the EdNotes 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, a division of The McGraw-Hill 


 


11

















 


Companies, Inc.  (“S&P”) and “P-1” by Moody’s
Investors Service, Inc. (“Moody’s”);  (iii) commercial paper that, 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 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 EdNotes Trustee or any of its
affiliates and shall include such securities issued by the EdNotes 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.


 


12

















 


IN WITNESS WHEREOF, we have executed this
Officers’ Certificate as of July 22, 2008.


 


 


	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  John F. Remondi

  
	
   

  	
   

  	
  Name: John F. Remondi

  
	
   

  	
   

  	
  Title:   Vice Chairman and

  
	
   

  	
   

  	
              Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SLM CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Mary F. Eure

  
	
   

  	
   

  	
  Name: Mary F. Eure

  
	
   

  	
   

  	
  Title:   Senior
  Vice President and

  
	
   

  	
   

  	
              Corporate
  Secretary

  



 


13

















 


EXHIBIT A


 


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.


 


A-1

















 


EXHIBIT B


 


SLM
CORPORATION


 


EdNotessM


 


ELECTION
OF REPAYMENT — SURVIVOR’S OPTION


 


CUSIP
NUMBER


 


To: SLM Corporation


 


The undersigned financial institution (the “Financial
Institution”)  represents
the following:


 


·      The Financial Institution
has received a request for repayment from the executor or other authorized
representative (the “Representative”)  of the deceased beneficial owner
listed below of
                    
EdNotes (CUSIP No.                       )
(the”EdNotes”).


 


·      The Financial Institution currently holds such
EdNotes as a direct or indirect participant in The Depository Trust Company
(the “Depositary”).


 


The Financial Institution agrees to the following
terms:


 


·      The Financial Institution shall follow the
instructions (the “Instructions”)  accompanying this Election of
Repayment - Survivor’s Option form (the “Form”).


 


·      The Financial Institution shall make all records
specified in the Instructions supporting the above representations available to
SLM Corporation (the “Company”)  for inspection and review within
five business days of the Company’s request.


 


·      If the Financial Institution or the Company, in
either’s reasonable discretion, deems any of the records specified in the
Instructions supporting the above representations unsatisfactory to
substantiate a claim for repayment, the Financial Institution shall not be
obligated to submit this Form, and the Company may deny repayment.


 


·      Other than as described in the applicable prospectus
supplement for your EdNotes in the limited situation involving tenders of
EdNotes that are not accepted during one calendar year as a result of the
annual put limitation or individual put limitation, repayment elections may not
be withdrawn.


 


·      The Financial Institution agrees to indemnify and
hold harmless the Company and the EdNotes Trustee against and from any and all
claims, liabilities, costs, losses, expenses, suits and damages resulting from
the Financial Institution’s above representations and request for repayment on
behalf of the Representative.


 


B-1

















 


	
  (1)

  	
   

  
	
   

  	
  Name and Social Security Number of Deceased Beneficial Owner

  
	
   

  	
   

  
	
  (2)

  	
   

  
	
   

  	
  Date of Death of Deceased Beneficial Owner

  
	
   

  	
   

  
	
  (3)

  	
   

  
	
   

  	
  Name of Representative Requesting Repayment

  
	
   

  	
   

  
	
  (4)

  	
   

  
	
   

  	
  Name of Financial Institution Requesting Repayment

  
	
   

  	
   

  
	
  (5)

  	
   

  
	
   

  	
  Signature of Representative of Financial Institution Requesting
  Repayment

  
	
   

  	
   

  
	
  (6)

  	
   

  
	
   

  	
  Principal Amount of Requested Repayment; Description of EdNotes;
  CUSIP Number

  
	
   

  	
   

  
	
  (7)

  	
   

  
	
   

  	
  Date of Election

  
	
   

  	
   

  
	
  (8)

  	
  Financial
  Institution Representative:

  



 


	
  Name:

  	
  Mailing
  Address (no P.O. Boxes):

  
	
   

  	
   

  
	
  Phone
  Number:

  	
  DTC
  Participant Number:

  
	
   

  	
   

  
	
  Fax
  Number:

  	
   

  



 


	
  TO BE
  COMPLETED BY THE COMPANY:

  
	
   

  	
   

  
	
  (A)

  	
  Election
  Number*:

  
	
   

  	
   

  
	
  (B)

  	
  Delivery
  and Payment Date:

  
	
   

  	
   

  
	
  (C)

  	
  Principal
  Amount:

  
	
   

  	
   

  
	
  (D)

  	
  Accrued
  Interest:

  
	
   

  	
   

  
	
  (E)

  	
  Date
  of Receipt of Form by the Company:

  
	
   

  	
   

  
	
  (F)

  	
  Date
  of Acknowledgement by the Company:

  



 






*      To be assigned
by the Company upon receipt of this Form. An acknowledgment, in the form of a
copy of this document with the assigned Election Number, will be returned to
the party and location designated on line (8) above.


 


B-2

















 


INSTRUCTIONS
FOR COMPLETING ELECTION

OF REPAYMENT UNDER A SURVIVOR’S OPTION


 


Capitalized terms used and not defined herein have
the meanings defined in the accompanying Election of Repayment — Survivor’s
Option.


 


1.     Collect and retain for a period of at
least three years (1) satisfactory evidence of the authority of the
Representative, (2) satisfactory evidence of death of the deceased
beneficial owner, (3) satisfactory evidence that the deceased beneficial
owner beneficially owned, at the time of his or her death, the EdNotes being
submitted for repayment, and (4) any necessary tax waivers. For purposes
of determining whether the Company will deem EdNotes beneficially owned by an
individual at the time of death, the following rules shall apply:


 


·                 
EdNotes beneficially owned by tenants by the entirety or joint tenants
will be regarded as beneficially owned by a single owner. The death of a tenant
by the entirety or joint tenant will be deemed the death of the beneficial
owner, and the EdNotes beneficially owned will become eligible for repayment.
The death of a person beneficially owning a EdNote by tenancy in common will be
deemed the death of a holder of an EdNote only with respect to the deceased
holder’s interest in the EdNote so held by tenancy in common, unless a husband
and wife are the tenants in common, in which case the death of either will be
deemed the death of the holder of the EdNote, and the entire principle amount
of the EdNote so held will be eligible for repayment.


 


·                  EdNotes
beneficially owned by a trust will be regarded as beneficially owned by each
beneficiary of the trust to the extent of that beneficiary’s interest in the
trust (however, a trust’s beneficiaries collectively cannot be beneficial
owners of more EdNotes than are owned by the trust). The death of a beneficiary
of a trust will be deemed the death of the beneficial owner of the EdNotes
beneficially owned by the trust to the extent of that beneficiary’s interest in
the trust. The death of an individual who was a tenant by the entirety or joint
tenant in a tenancy which is the beneficiary of a trust will be deemed the
death of the beneficiary of the trust. The death of an individual who was a
tenant in common in a tenancy which is the beneficiary of a trust will be
deemed the death of the beneficiary of the trust only with respect to the
deceased holder’s beneficial interest in the EdNote, unless a husband and wife
are the tenants in common, in which case the death of either will be deemed the
death of the beneficiary of the trust.


 


·                  The death of a
person who, during his or her lifetime, was entitled to substantially all of
the beneficial interest in an EdNote will be deemed the death of the beneficial
owner of that EdNote, regardless of the registration of ownership, if such
beneficial interest can be established to the satisfaction of the EdNotes
Trustee. Such beneficial interest will exist in many cases of street name or
nominee ownership, ownership by a trustee, ownership under the Uniform Gift to
Minors Act and community property or other joint ownership arrangements between
spouses. Beneficial interest will be evidenced by such factors as the power to
sell or otherwise dispose of an EdNote, the 


 


B-3

















 


right to receive the proceeds of sale or disposition and the right to
receive interest and principal payments on an EdNote.


 


2.     Indicate the name and social security
number of the deceased beneficial owner on line (1).


 


3.     Indicate the date of death of the
deceased beneficial owner on line (2).


 


4.     Indicate the name of the Representative
requesting repayment on line (3).


 


5.     Indicate the name of the Financial
Institution requesting repayment on line (4).


 


6.     Affix the authorized signature of the
Financial Institution’s representative on line (5).


THE
SIGNATURE MUST BE MEDALLION SIGNATURE GUARANTEED.


 


7.     Indicate the principal amount,
description and CUSIP numbers of the EdNotes to be repaid on line (6).


 


8.     Indicate the date this Form was
completed on line (7).


 


9.     Indicate the name, mailing address (no P.O. boxes,
please), telephone number and facsimile-transmission number of the party to
whom the acknowledgment of this election may be sent on line (8).


 


10.   Leave lines (A), (B), (C), (D), (E) and
(F) blank.


 


11.   Mail or otherwise deliver an original
copy of the completed Form to:


 


Deutsche
Bank Trust Company Americas

280 Park Avenue-9E

New York, NY 10017

Attention: Corporate Trust and Agency Services


 


FACSIMILE
TRANSMISSIONS OF THE REPAYMENT ELECTION FORM

WILL NOT BE ACCEPTED.


 


12.   If the acknowledgement of the Company’s receipt of
this Form, including the assigned election number, is not received within 10
days of the date such information is sent to the EdNotes Trustee, contact
Deutsche Bank Trust Company Americas, Shareholder Relations at 1-800-735-7777.


 


B-4

















 


EXHIBIT C


 


MEDIUM
TERM NOTE MASTER NOTE


 


January 23, 2003   

(Date of Issuance)


 


SLM corporation (EdNotes), (the “Issuer”), a
corporation organized and existing under the laws of the (State or
Commonwealth) of Delaware, for value received, hereby promises to pay to Cede &
Co., or its 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 Deutsche Bank
Trust Company Americas, (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 as 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 of presentation and
surrender of this 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 is a valid and binding obligation
of the Issuer.


 


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


 


	
  ATTEST:

  	
   

  	
  SLM
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
  (Signature)

  	
   

  	
   

  	
  (Authorized Officer’s Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  (Printed Name and Title)

  	
   

  	
   

  	
  (Printed Name and Title)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Seal]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Trustee)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  (Authorized Officer’s Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Printed Name and Title)

  



 


C-1

















 


CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  AMERICAS, as EdNotes Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 


C-2