Exhibit 4.10


 


EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF
THE INDENTURE, THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART,
ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.


 


	
  REGISTERED

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
  No.     

  	
   

  	
  CUSIP
                      

  



 


SLM CORPORATION


 


MEDIUM TERM NOTE, SERIES A


 


DUE
                           ,
20   


 


(CMT RATE FLOATING RATE)


 


	
  Original Issue
  Date:                       
        , 20

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date:
                        
        , 20      P

  	
   

  	
  Interest
  Determination Date(s):  

  
	
   

  	
   

  	
   

  
	
  Interest Rate
  Basis:  CMT Rate

  	
   

  	
  Interest Payment
  Date(s): *

  
	
   

  	
   

  	
   

  
	
  Designated CMT
  Telerate Page:  

  	
   

  	
  Interest Period(s):**

  
	
   

  	
   

  	
   

  
	
  Index Maturity:             [Years]

  	
   

  	
  Interest
  Rate:***

  
	
   

  	
   

  	
   

  
	
  Spread/Multiplier:

  	
   

  	
  Initial Interest
  Rate:

  
	
   

  	
   

  	
   

  
	
  Original Issue
  Discount:

  	
   

  	
  Minimum Interest
  Rate:  

  
	
   

  	
   

  	
   

  
	
  Redeemable On
  and After:  

  	
   

  	
  Maximum Interest
  Rate:  

  
	
   

  	
   

  	
   

  
	
  Redemption
  Price:

  	
   

  	
  Day Count
  Convention/Accrual Method:

  
	
   

  	
   

  	
   

  
	
  Optional
  Repayment Date(s):  

  	
   

  	
  Calculation
  Agent:

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
   

  



 





















 










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


 


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


 


***                           Subject
to applicable law and except as specified herein, the rate of interest on this
Note for each Interest Period after the first shall be the CMT rate displayed on
the Designated CMT Telerate Page [plus][minus] the Spread.


 


2





















 


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] [the 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


 


3





















 


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.


 


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.


 


 


	
   

  	
  JPMORGAN CHASE
  BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


5





















 


[Reverse of Note]


 


SLM CORPORATION


 


MEDIUM TERM NOTE - 
SERIES A


 


DUE                       ,
20    


 


(CMT RATE FLOATING RATE)


 


This Note is one of a duly authorized series of notes
of the Company issued and to be issued under the Indenture, dated as of October 1,
2000 (the “Base Indenture”), between the Company and 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.  The interest rate in
effect during each Interest Period after the first will be the interest rate
determined on the                      
Interest Determination Date immediately preceding such Interest Period, provided that the interest rate in effect for the first
Interest Period will be the Initial Interest Rate specified on the face
hereof.  All values used in the interest
rate formula for the Notes will be rounded to the nearest fifth decimal
place.  All percentages resulting from any
calculation of the interest rate will be rounded to the nearest third decimal
place.  In addition, the interest rate
hereon shall in no event be higher than the maximum rate, if any, permitted by
applicable law.


 


[Commencing with the first Interest Determination Date,
and thereafter on each succeeding Interest Determination Date, the rate at
which interest on this Note is payable shall be adjusted.  Each such adjusted rate shall be applicable
to the Interest Period to which it relates.]


 


The calculation agent on behalf of the Trustee will
calculate the interest payable on this Note in accordance with the foregoing
and will confirm in writing such calculation to the Company and the Paying
Agent immediately after each determination. 
All determinations made by the calculation agent on behalf of the
Trustee will be, in the absence of manifest error, conclusive for all purposes
and binding on the Company and the Holders of the Notes.  Unless otherwise set forth in this Note, the “calculation
agent” will be the Company.


 


6





















 


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.]


 


In the event of redemption or repayment of this Note in part only, a
new Note or Notes of like tenor in the aggregate principal amount to and in
exchange for the portion of this Note that is not redeemed or repaid will be
issued in the name of the Holder of this Note upon its cancellation.


 


As described on the face of this Note, the entire
principal amount of this Note (except if this Note is Original Issue Discount,
as described below) will be due and payable on the Maturity Date, which amount
includes accrued amortization of original issue discount, if any.  If an Event of Default with respect to the
Notes shall occur and be continuing, the Trustee, by notice to the Company, or
the Holders of at least 25% in principal amount of all of the outstanding
Notes, by notice to the Company and the Trustee, may declare the principal of
all the Notes due and payable in the manner and with the effect provided in the
Indenture.


 


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 this Note, 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
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes at any
time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Notes at the time
outstanding.  The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate principal
amount of the Notes at the time outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.


 


Holders of Notes may not enforce their rights pursuant
to the Indenture or the Notes except as provided in the Indenture.  No reference herein to the Indenture and no
provision of this Note or the Indenture shall alter or impair the obligation of
the Company, which is


 


7





















 


absolute and
unconditional, to pay the principal of and interest on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed.


 


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


 


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


 


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


 


Prior to the due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.


 


8





















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in
  common

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by
  the entireties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants
  with right of survivorship and not as tenants in common

  



 


	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Under Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  	
   

  
								



 


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


 


9





















 


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)

  	
   

  
						



 


10