| Pricing Supplement No. 2 dated August 20, 2002 (to Prospectus dated May 17, 2002 and Prospectus Supplement dated May 17, 2002) |
Filed under Rule 424(b)(3) File No. 333-63164 File No. 333-98399 |
SLM CORPORATION
Medium Term Notes, Series A
Due 9 Months or Longer From the Date of Issue
| Principal Amount: $600,000,000 | Floating Rate Notes: o | Fixed Rate Notes: ý | ||
| Original Issue Date: August 27, 2002 | Closing Date: August 27, 2002 | CUSIP Number: 78442F AB4 | ||
| Maturity Date: August 27, 2012 | Option to Extend Maturity: ý No | Specified Currency: U.S. Dollars | ||
| o Yes | ||||
| If Yes, Final Maturity Date: | ||||
| Redeemable at the option of the Company: | ý No | Redemption Price: | Not Applicable. | |||
| o Yes | Redemption Dates: | Not Applicable. | ||||
| Repayment at the option of the Holder:: | ý No | Redemption Price: | Not Applicable. | |||
| o Yes | Redemption Dates: | Not Applicable. | ||||
| Applicable to Fixed Rate Notes Only: | |||||
| Interest Rate: 5.125% | Interest Payment Dates: | Each February 27th and August 27th during the term of the Notes, beginning February 27, 2003, subject to following business day convention. | |||
| Interest Accrual Method: 30/360 | Interest Periods: | From and including the Closing Date, or the previous February 27th or August 27th, as the case may be, to and including the next succeeding February 26th or August 26th, as the case may be, with no adjustment to period end dates for accrual purposes. | |||
______________________________
| Credit Suisse First Boston | JPMorgan | |
Joint Book-Running Managers |
||
______________________________
| ABN AMRO Incorporated | |||||||||||||||||
| Bank of America Securities LLC | |||||||||||||||||
| Banc One Capital Markets, Inc. | |||||||||||||||||
| Barclays Capital Inc. | |||||||||||||||||
| Merrill Lynch &Co. | |||||||||||||||||
Co-Managers
___________________________
August 20, 2002
| Form: | Book-entry. | |
Denominations: |
$1,000 minimum and integral multiples of $1,000 in excess thereof. |
|
Trustee: |
JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank. |
|
Agents: |
The following agents are acting as underwriters in connection with this issuance. |
| |
Agents |
Principal Amount of Notes |
|||
|---|---|---|---|---|---|
| Credit Suisse First Boston Corporation | $ | 240,000,000 | |||
| J.P. Morgan Securities Inc. | 240,000,000 | ||||
| ABN AMRO Incorporated | 24,000,000 | ||||
| Banc of America Securities LLC | 24,000,000 | ||||
| Banc One Capital Markets, Inc. | 24,000,000 | ||||
| Barclays Capital Inc. | 24,000,000 | ||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 24,000,000 | ||||
| Total | $ | 600,000,000 | |||
| Issue Price: | 99.306%. | |
| Agents' Commission: | 0.450%. | |
| Net Proceeds: | $593,136,000. | |
| Concession: | 0.300%. | |
| Reallowance: | 0.250%. |
Obligations of SLM Corporation and any subsidiary of SLM Corporation are not guaranteed by the full faith and credit of
the United States of America. Neither SLM Corporation nor any subsidiary of SLM Corporation
(other than Student Loan Marketing Association) is a government-sponsored enterprise
or an instrumentality of the United States of America.