Exhibit 4.21


 


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            

(Floating Rate – Prime Rate)


 


	
  Original Issue Date:
              , 20

  	
   

  	
  Interest Determination Date:

  
	
  Maturity Date:
              , 20         

  	
   

  	
  Interest Payment Dates: *

  
	
  Interest Rate Basis: Prime Rate

  	
   

  	
  Interest Accrual Period: **

  
	
  Redeemable On and After:

  	
   

  	
  Maximum Interest Rate: Maximum permitted by law

  
	
  Survivor’s Option:

  	
   

  	
  Spread:             %

  
	
  (If yes, the attached Survivor’s Option Rider is

  incorporated into this Note)

  	
   

  	
   

  
	
  Issue Price (expressed as a percentage aggregate

  principal amount):
              %:

  	
   

  	
  Initial Interest Rate:
              %

  
	
  Original Issue Discount Note:

  	
   

  	
  Accrual Method: [Actual/Actual (Payment Basis)]

  



 










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


 


C-1





















 


**        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-2





















 


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 Initial Interest
Rate shown above on the first Interest Payment Date shown above and thereafter
at a rate determined in accordance with the provisions on the reverse of this
Note, until the principal of this Note is fully paid or duly made available for
payment.


 


The Company will pay interest on each Interest
Payment Date 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 (calculated on
each Interest Determination Date) 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.


 


C-3





















 


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 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-4





















 


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-5





















 


[Reverse of Note]


 


SLM CORPORATION


 


EdNotesSM


 


due                 
    , 20    


 


(Floating Rate – Prime 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 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. Commencing with the first Interest
Determination Date, and thereafter on each succeeding Interest Determination
Date, the rate at which interest on this Note is payable will be adjusted. Each
such adjusted rate will be applicable to the Interest Accrual Period to which
it relates. 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 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 on this Note will in no event be higher than the maximum rate, if any,
permitted by applicable law.


 


Subject to applicable law and except as specified in
this Note, the rate of interest on this Note for each Interest Accrual Period
after the first will be the Prime Rate in effect, [plus] [minus] the Spread
(all as shown on the face of this Note).


 


The EdNotes Trustee will calculate the interest rate
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


 


C-6





















 


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. At the request of the Holder, the
EdNotes Trustee will provide to the Holder the interest rate on this Note then
in effect and, if determined, the interest rate which will become effective as
of the next Interest Accrual Period. Unless otherwise set forth in the Pricing
Supplement, the “calculation agent” will be the Company.


 


The Prime Rate for any relevant Interest
Determination Date is the prime rate or base lending rate, as published on that
Interest Determination Date, in the Money Rates Table in the Credit Markets Section of
the Wall Street Journal.


 


If the Prime Rate cannot be determined because it is
not published in the “Money Rates Table” in the “Credit Markets Section” of the
Wall Street Journal on the relevant Interest Determination Date, then the Prime
Rate will be the rate for that Interest Determination Date as published in
H15(519) on that Interest Determination Date under the heading “Bank Prime Loan”.
H.15(519) is the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the United States
Federal Reserve System.


 


If the Prime Rate cannot be determined because it is
not published in H.15(519) prior to 9:00 a.m., New York City time on the
relevant Interest Determination Date, then the Prime Rate will be the rate for
that Interest Determination Date, as published in H.15 Daily Update or another
recognized electronic source for displaying such rate opposite the caption “Bank
Prime Loan.” H.15 Daily Update is the daily update for H.15(519), available
through the world wide web site of the Board of Governors of the Federal
Reserve System at http://www.federalreserve.gov/releases/H15/update, or any
successor site or publications.


 


If the Prime Rate is not published in either
H.15(519) or H.15 Daily Update or another recognized electronic source for
displaying such rate by 3:00 p.m., New York City time on the relevant
Interest Payment Date, then the Prime Rate will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen designated as “USPRIME1” as that bank’s prime rate or base lending rate
as in effect on that Interest Determination Date. USPRIME1 means the display
designated as page ”USPRIME1” on the Reuters Monitor Money Rates Service
(or such other page as may replace the US Prime1 page on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks).


 


If no rates appear on the Reuters Screen USPRIME1 page on
the relevant Interest Determination Date, then the Prime Rate will be the
arithmetic mean of the prime rates or base lending rates (quoted on the basis
of the actual number of days in the year divided by 360) as of the close of
business on that Interest Determination Date by at least three major banks in
New York City. If the banks are not quoting as described in the immediately
preceding sentence, the Prime Rate in effect immediately prior to such Interest
Determination Date will not change and will remain the Prime Rate in effect on
such Interest Determination Date.


 


If this Note is subject to a lock-in period, such
lock-in period will be set forth in the applicable Pricing Supplement.


 


C-7





















 


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 at least ten (10) days prior to the proposed
Redemption Date 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-8





















 


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-9





















 


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.


 


 


C-10





















 


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-11





















 


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-12





















 


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-13





















 


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-14





















 


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-15





















 


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.


 


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  (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-17





















 


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-18





















 


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-19