Exhibit 4.16



 Exhibit 4.16 
 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. 

  

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 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. 
  

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 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 The Bank of New York Mellon, 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. 
 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. 
  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 
		 	Authorized Signature


  

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 [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 The Bank of New York Mellon, as successor to 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, 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. 
  

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 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. 
  

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 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 (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.

  

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 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.

  

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 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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