Exhibit 4.8


 


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


 


2





















 


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