Exhibit 4.15


 


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


 


REGISTERED


 


	
  No.     

  	
   

  	
  $                                

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
                      

  



 


SLM
CORPORATION


 


MEDIUM TERM
NOTE, SERIES A


 


DUE                  
  , 20     


 


(FLOATING RATE
– TREASURY BILL RATE)


 


	
  Original Issue Date: 
                     
    , 20  

  	
   

  	
  Reset Date(s):

  
	
   

  	
   

  	
   

  
	
  Maturity Date: 
                   
    , 20  

  	
   

  	
  Interest Determination Date(s):  

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis:  91-Day Treasury Bill Rate

  	
   

  	
  Interest Payment Date(s):  *

  
	
   

  	
   

  	
   

  
	
  Index Maturity:

  	
   

  	
  Interest Period(s):  **

  
	
   

  	
   

  	
   

  
	
  Spread: 
         %

  	
   

  	
  Initial Interest Rate: 
            %

  
	
   

  	
   

  	
   

  
	
  Redeemable On and After:  

  	
   

  	
  Interest Rate ***

  
	
   

  	
   

  	
   

  
	
  Redemption Price:

  	
   

  	
  Minimum Interest Rate:

  
	
   

  	
   

  	
   

  
	
  Optional Repayment Date(s):

  	
   

  	
  Maximum Interest Rate:  Maximum permitted by law

  
	
   

  	
   

  	
   

  
	
  Repayment Price:

  	
   

  	
  Accrual Method/Day Count Convention:

  
	
   

  	
   

  	
   

  
	
  Original Issue Discount:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Calculation Agent:

  	
   

  	
   

  



 





















 










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


 


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


 


***                           Subject
to applicable law and except as specified in this Note, the rate of interest on
this Note for each Interest Period after the first will be the 91-Day Treasury
Bill Rate on the applicable Interest Determination Date [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] [other date
specified in this Note].  Any such
interest which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date, will cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee (as defined on the reverse
of this Note), notice of which will be given to the Holder of this Note not
less than ten days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Note may be listed and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.  The Company will pay interest at the
applicable interest rate on overdue principal and, to the extent permitted by
law, on overdue interest.


 


Payments of
principal and interest will be made at the office or agency of the Trustee
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debt, by check
mailed to the address of the Person entitled thereto as such address appears in
the Register for this Note, provided that
so long as this Note is represented by a Global Security, each payment will be
made by wire transfer of immediately available funds, if the Holder has
provided the Trustee appropriate instructions for such payment.


 


The principal
of this Note and interest due at maturity will be paid upon maturity by wire
transfer of immediately available funds against presentation of this Note at
the office or agency of the Trustee maintained for that purpose in the Borough
of Manhattan, The City of New York.


 


3





















 


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:

  	
   

  
	
  z

  	
   

  	
  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    


 


(FLOATING RATE
– TREASURY BILL RATE)


 


[REVERSE OF
NOTE]


 


This Note is
one of a duly authorized series of notes of the Company issued and to be issued
under the Indenture, dated as of October 1, 2000 (the “Base Indenture”),
between the Company and JPMorgan Chase Bank, National Association, formerly
known as JPMorgan Chase Bank and The Chase Manhattan Bank, as trustee, for the
Medium Term Notes, Series A (the “Notes”) (the Base Indenture, as
amended or supplemented from time to time, collectively the “Indenture”).  Reference is made to the Indenture for a
statement of the respective rights and limitations of rights thereunder of the
Company, the Trustee and the Holders of the Notes, and the terms upon which the
Notes are, and are to be, authenticated and delivered.  Capitalized terms used and not otherwise
defined in this Note have the meanings ascribed to them in the Indenture.  The term “Company”, as used in this Note,
includes any successor to the Company under the Indenture.


 


This Note is
designated as a Medium Term Note, Series A due                      ,
20    .  The Interest
Period for each Interest Payment Date begins on each Interest Payment Date and
ends on the calendar day before the next Interest Payment Date, provided that
the first Interest 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.  The interest rate in effect
during each Interest Period after the first will be the interest rate
determined or 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 under force of this  Note.  Unless otherwise set forth in this Note,
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 Period.  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
calculations of the interest rate will be rounded to the nearest third decimal
place.  In addition, the interest rate on
this Note will 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


 


6





















 


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 Holders of the Notes.  At the
request of the Holder, the calculation agent on behalf of the 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 this Note, the “calculation agent” will be the Company.


 


The 91-Day
Treasury Bill Rate for any relevant Interest Determination Date is the rate
equal to the weighted average per annum discount rate (expressed as a bond
equivalent yield and applied on a daily basis) for direct obligations of the
United States with a maturity of thirteen weeks, i.e., 91-day Treasury bills,
sold at the applicable 91-day Treasury bill auction, as published in H.15(519)
or otherwise or as reported by the U.S. Department of the Treasury.


 


In the event
that the results of auctions of 91-day Treasury bills cease to be published or
reported as provided above, or that no 91-day Treasury bill auction is held in
a particular week, then the 91-day Treasury bill rate in effect as a result of
the last such publication or report will remain in effect until such time, if
any, as the results of auctions of 91-day Treasury bills will again be so
published or reported or such auction is held, as the case may be.


 


Unless
otherwise specified in this Note, the 91-Day Treasury Bill Rate will be subject
to a lock-in period of six Business Days prior to each Interest Payment
Date.  If the rate is subject to a
lock-in period, the interest rate or other calculations in effect on the sixth
Business Day prior to the Interest Payment Date will be the rate or other such
calculation in effect for the remainder of such Interest Accrual Period.


 


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 on the face of this Note (each, a “Redemption Date”).  [This Note may be redeemed on any Redemption
Date in whole or in part in increments of $1,000 at a redemption price equal to
100% of the principal amount to be redeemed (except if this Note is Original
Issue Discount, as described below), together with interest on this Note
payable to, but excluding, the applicable Redemption Date, on notice given by
the Company to the Trustee 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.]


 


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


 


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


 


7





















 


If this Note
is specified on the face of this Note to be Original Issue Discount, the amount
of principal payable to the Holder of this Note in the event of redemption, or
acceleration of maturity will be such portion of the principal amount as may be
specified, or determined as specified, in the terms of the Notes, with the
amount of interest payable equal to any unpaid interest accrued on this Note
to, but not including, the Redemption Date or date of acceleration of maturity,
as applicable.


 


The Indenture
permits, with certain exceptions as provided in the Indenture, the amendment of
the Indenture and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Notes at the time outstanding. 
The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes at the time
outstanding, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Note will be conclusive
and binding upon such Holder and upon future Holders of this Note and of any
Note issued upon the registration of transfer of, exchange for or substitution
of this Note, whether or not notation of such consent or waiver is made upon
this Note.  In determining whether the
Holders of the requisite principal amount of Notes have given, made or taken
any action under the Indenture, the principal amount of any Note that is
Original Issue Discount which is deemed to be outstanding will be the amount of
the principal of such Note which would be due and payable if the maturity date
of such Note had been accelerated to such date.


 


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


 


As provided in
the Indenture and subject to certain limitations set forth in the Indenture,
the transfer of this Note may be registered on the Note Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written 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.


 


8





















 


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


 


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.

  
	
   

  
										



 


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)

  	
   

  	
   

  
					



 


11