Exhibit 4.18


 


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


 


EdNotesSM


 


due          ,
20       



(Fixed Rate) 


 




	
   

  	
   

  	
   

  
	
  Original Issue Date:             ,
  20            

  	
   

  	
  Interest Rate:             %

  
	
   

  	
   

  	
   

  
	
  Maturity Date:             ,
  20            

  	
   

  	
  Interest Payment Dates: *

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:

  	
   

  	
  Interest Accrual Period: **

  
	
   

  	
   

  	
   

  
	
  Survivor’s Option:

  (If yes, the attached Survivor’s Option

  Rider is incorporated into this Note)

  	
   

  	
  Maximum Interest Rate:

  Maximum permitted by law

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount Note:

  	
   

  	
  Accrual Method: 30/360 (Payment Basis)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Issue Price (expressed as a percentage

  aggregate principal amount):

              %:

  






 










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


 


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


 


C-1





















 


SLM CORPORATION, a Delaware corporation (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 first day of the calendar month in which the Interest Payment
Date occurs, except that the Regular Record Date for the final Interest Payment
Date will be the final Interest Payment Date. 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 EdNotes 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 EdNotes 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 EdNotes 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


 


C-2





















 


EdNotes 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 Deutsche Bank Trust Company Americas, the EdNotes
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.


 


C-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.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  
	
   

  	
  AMERICAS, as EdNotes
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  	
   

  
					



 


C-4





















 


[Reverse of Note]


 


SLM CORPORATION


 


EdNotesSM


 


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, formerly known as The Chase Manhattan Bank, as trustee, and the Fourth
Supplemental Indenture, dated as of January 16, 2003 (the “Supplemental
Indenture”), between the Company and Deutsche Bank Trust Company Americas,
as trustee (the “EdNotes Trustee”), for the Medium Term Notes, Series B,
also known as “EdNotes” (the “Notes”) (the Base Indenture and the
Supplemental Indenture, as each are 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 EdNotes 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 B,
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. Unless otherwise set forth
in the pricing supplement applicable to a particular issuance of Notes (“Pricing
Supplement”), interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. 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 will in no event be higher than the
maximum rate, if any, permitted by applicable law.


 


The EdNotes 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 EdNotes Paying Agent (if other
than the EdNotes Trustee) immediately after each determination. All
determinations made by the EdNotes 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 the Pricing Supplement, the “calculation
agent” will be the Company.


 


C-5





















 


If no redemption right is set forth on the face of
this Note, this Note may not be redeemed at the option of the Company prior to
the Maturity Date. If a redemption right is set forth on the face of 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 EdNotes Trustee and to the Holder of this Note at least five (5) days
prior to the proposed Redemption Date.


 


If no repayment right by Survivor’s Option is set
forth on the face of this Note, this Note may not be repaid at the option of
the Holder prior to the Maturity Date. If a repayment right by Survivor’s
Option is set forth on the face of this Note, this Note will be repayable in whole
or in part on the terms set forth in the Survivor’s Option Rider attached to
this Note.


 


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 EdNotes 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 EdNotes 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, repayment upon exercise of Survivor’s
Option 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 and
in the Pricing Supplement, with the amount of interest payable equal to any
unpaid interest accrued on this Note to, but not including, the Redemption
Date, date of repurchase upon exercise of Survivor’s Option 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 EdNotes 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


 


C-6





















 


this Note and of any Note issued upon the
registration of transfer of, exchange for or substitution of this Note, whether
or not notation of such consent or waiver is made upon this Note. In
determining whether the Holders of the requisite principal amount of Notes have
given, made or taken any action under the Indenture, the principal amount of
any Note that is Original Issue Discount which is deemed to be outstanding will
be the amount of the principal of such Note which would be due and payable if
the maturity date of such Note had been accelerated to such date.


 


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


 


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


 


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


 


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


 


Prior to the due presentment of this Note for
registration of transfer, the Company, the EdNotes Trustee and any agent of the
Company or the EdNotes 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 EdNotes Trustee nor any such agent
will be affected by notice to the contrary.


 


C-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

  	
   

  	
  Custodian

  	
   

  	
   

  
	
  ACT-

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Under Uniform Gifts to
  Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


C-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)

  	
   

  	
   

  
						



 


C-9





















 


SURVIVOR’S
OPTION RIDER


 


I       Exercise of Survivor’s Option. In the event this Note
is a Global Security, any Representative (as defined below) who desires to
exercise the Survivor’s Option (as defined below) (1) must cause the
broker or other entity through whom this Note is held to complete the Election
of Repayment-Survivor’s Option form attached to this rider and (2) must
otherwise comply with the terms of this rider. In the event this Note is
certificated, any Representative who desires to exercise the Survivor’s Option
must comply with the terms of this rider.


 


II.    Grant of Survivor’s Option and General Rules of
Construction.


 


A.
If so specified on the face of this Note, the Representative (as defined below)
of the beneficial owner of this Note has the option to elect repayment of this
Note (or a portion thereof) in the event of the death of the beneficial owner
of this Note (the “Survivor’s Option”). The provisions of this Survivor’s
Option Rider apply only if the Survivor’s Option is so specified on the face of
this Note. The Survivor’s Option may not be exercised during a “Survivor’s
Option Blackout Period” that, unless otherwise provided in the Pricing
Supplement applicable to this Note, means the period commencing on the issue
date of this Note and ending twelve (12) months after such issue date. In
the event of the exercise of the Survivor’s Option with respect to this Note in
part only, the principal amount of this Note will be reduced. All questions as
to the eligibility or validity of any exercise of the Survivor’s Option with
respect to this Note will be determined by the Company, in its sole discretion,
which determination will be final and binding on all parties.


 


B.
Capitalized terms used and not otherwise defined in this Survivor’s Option
Rider have the meanings ascribed to them in this Note and in the Indenture.


 


C.
If there is any inconsistency between the information in this Survivor’s Option
Rider and the Company’s Officers’ Certificate establishing the terms of the
Company’s Medium Term Notes, Series B, otherwise known as “EdNotes”, dated
January 23, 2003 (the “Officers’ Certificate”), the Officers’
Certificate will control.


 


III.   Payments upon Exercise of Survivor’s Option. Pursuant to
exercise of the Survivor’s Option, the Company will, subject to the Annual Put
Limitation and the Individual Put Limitation described below, at its option,
either repay or purchase this Note (or portion thereof) properly tendered to
the EdNotes Trustee for repayment by or on behalf of the person (the “Representative”)
that has the authority to act on behalf of the deceased owner of the beneficial
interest in this Note 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). The purchase or repayment price will be equal to 100% of the
principal amount of the beneficial interest of the deceased owner in this Note,
plus accrued and unpaid interest, if any, to, but not including, the date of
such repayment. In the event that this Note is Original Issue Discount, the
price will be calculated as described in the terms of this Note and the Pricing
Supplement relating to this Note.


 


IV.   Limits on Survivor’s Option. The Company may, in its sole
discretion, limit the aggregate principal amount of the Notes (or portions thereof)
as to which exercises of the


 


C-10





















 


Survivor’s Option will be accepted in any calendar
year (the “Annual Put Limitation”) to the greater of one percent (1%) of
the outstanding aggregate principal amount of the Notes subject to the Survivor’s
Option as of December 31 of the most recently completed calendar year, or (ii) $1,000,000
in any calendar year, and may limit to $200,000 the aggregate principal amount
of the Notes (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 or beneficial interests in the Notes with the Survivor’s Option
(the “Individual Put Limitation”). Moreover, the Company will 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. In the event the
limitations described in the preceding sentence would result in the partial
repayment of this Note, the principal amount of this Note remaining outstanding
after repayment must be at least $1,000.


 


V.    Payments and Limited Withdrawal Right.


 


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


 


B.
Each Note with the Survivor’s Option (or portion thereof) that is tendered
pursuant to a valid exercise of the Survivor’s Option will be accepted promptly
in the order all such Notes are tendered, except for any Note (or portion
thereof) the acceptance of which would contravene (i) the Annual Put
Limitation, if applied, or (ii) the Individual Put Limitation, if applied,
with respect to the relevant individual deceased owner of beneficial interests
therein. If, as of the end of any calendar year, the aggregate principal amount
of the Notes (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 this Note (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 will be accepted in the order all such Notes (or
portions thereof) were tendered, to the extent that any such exercise would not
trigger the Annual Put Limitation for such calendar year.


 


C.
This Note (or any portion hereof) accepted for payment pursuant to exercise of
the Survivor’s Option will be repaid on the earlier of the June 15 and December 15
following such acceptance so long as repayment occurs at least twenty
(20) 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.


 


D.
In the event that this Note (or any portion hereof) tendered for repayment
pursuant to the valid exercise of the Survivor’s Option is not accepted because
of the Annual Put Limitation or the Individual Put Limitation, the EdNotes
Trustee will deliver a notice by first-class mail to the Representative who
tendered such Note 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 this Note at its last known
address as indicated in the register for the Notes, or in the case of Notes
represented by Global Securities, to the broker or other


 


C-11





















 


entity through which the beneficial interest in this
Note is held by the deceased owner, which notice states the reason such Note
(or portion thereof) has not been accepted for payment.


 


E.
The Representative may withdraw the tender of this Note (but only with respect
to any portion of this Note 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 ninety (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 this Note (or any portion thereof) or (ii) the
regular record date for the next scheduled interest payment date, if any, on
this Note.


 


F.
If this Note (or any portion hereof) tendered for repayment is not accepted in
any calendar year due to the application of the Annual Put Limitation or the
Individual Put Limitation, it will be deemed to be tendered in the following
calendar year in the order in which all Notes subject to the Survivor’s Option
(or portions thereof) were originally tendered, unless this Note (or portion
thereof) is withdrawn by the Representative for the deceased owner.


 


VI.   Death of Beneficial Owner. The death
of a person owning this Note in joint tenancy or tenancy by the entirety with
another or others will be deemed the death of the beneficial owner of this
Note, and the entire principal amount of this Note so held will be subject to
repayment, together with interest accrued thereon to the repayment date. The
death of a person owning this Note by tenancy in common will be deemed the
death of a holder of this Note only with respect to the deceased holder’s
interest in this Note so held by tenancy in common; except that in the event
this Note is held by a husband and wife as tenants in common, the death of
either will be deemed the death of the holder of this Note, and the entire
principal amount of this Note will 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 this Note will be deemed the death of
the beneficial owner thereof for the purpose 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 ownership
will be deemed to exist in typical cases of nominee ownership, ownership under
the Uniform Transfer 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 this Note during
his or her lifetime.


 


VII.
Survivor’s Option Involving Global Securities.


 


A.
For so long as this Note is represented by a Global Security, the Depositary or
its nominee will be the Holder of this Note. Therefore, the Depositary (either
directly or through its participants) or its nominee will be the only entity
that can exercise the Survivor’s Option for this Note, and the broker or other
entity through which a beneficial interest in this Note is held must give
instructions to the Depositary and the EdNotes Trustee.


 


B.
To obtain repayment pursuant to exercise of the Survivor’s Option with respect
to this Note, 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 (1) 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


 


C-12





















 


owner has occurred and (c) the deceased was the
owner of a beneficial interest in the Global Security at the time of death, (2) the
deceased owner’s social security number or other taxpayer identification
number, (3) 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, (4) 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 (5) a detailed description of this
Note, including the CUSIP number and issue date.


 


C.
Such broker or other entity must provide to the EdNotes Trustee (1) a
written request for repayment signed by that broker or other entity in
substantially the form attached as Annex A to this Note, and (2) 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 will be responsible for disbursing any payments it
receives pursuant to exercise of the Survivor’s Option to the Representative.


 


VIII. Survivor’s Option
Involving Certificated Notes. In order for a Survivor’s Option to be
validly exercised with respect to this Note (or portion hereof) if it is
certificated, 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 this Note 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 this Note, including CUSIP
number and issue date, (iv) the deceased owner’s social security number or
other taxpayer identification number, (v) tender of this Note (or portion
thereof) to be repaid, (vi) if applicable, a properly executed assignment
or endorsement and (vii) if the beneficial interest in this Note 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 this Note.


 


C-13





















 


Annex A


 


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.

  



 


C-14





















 


	
  (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 Acknowledgment
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.

  



 


C-15





















 


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


 


C-16





















 


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.


 


C-17