Pricing Supplement No. 1 dated December 3, 2002
(to Prospectus dated November 18, 2002
and Prospectus Supplement dated November 18, 2002)
  Filed under Rule 424(b)(3)
File No. 333-90316

SLM CORPORATION
Medium Term Notes, Series A
Due 9 Months or Longer From the Date of Issue

Principal Amount: $500,000,000   Floating Rate Notes: o   Fixed Rate Notes: ý

Original Issue Date: December 6, 2002

 

Closing Date: December 6, 2002

 

CUSIP Number: 78442F AG3

Maturity Date: January 15, 2013

 

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   Repayment Price:   Not Applicable.
    o Yes   Repayment Dates:   Not Applicable.

Applicable to Fixed Rate Notes Only:

Interest Rate: 5.375%   Interest Payment Dates:   Each January 15th and July 15th during the term of the Notes, subject to adjustment in accordance with the following business day convention, beginning July 15, 2003.

Interest Accrual Method: 30/360

 

Interest Periods:

 

From and including the Closing Date, or each January 15th or July 15th, as the case may be, to and including the next succeeding July 14th or January 14th, as the case may be, with no adjustment to period end dates for accrual purposes.

Credit Suisse First Boston   JPMorgan

Joint Book-Running Managers


Banc of America Securities LLC                          
  Barclays Capital Inc.  
  Deutsche Bank Securities  
  Goldman, Sachs & Co.  
  Merrill Lynch &Co.  
                Salomon Smith Barney

December 3, 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

 

$

187,500,000
    J.P. Morgan Securities Inc.     187,500,000
    Banc of America Securities LLC     20,835,000
    Barclays Capital Inc.     20,833,000
    Deutsche Bank Securities Inc.     20,833,000
    Goldman, Sachs & Co.     20,833,000
    Merrill Lynch, Pierce, Fenner & Smith Incorporated     20,833,000
    Salomon Smith Barney Inc.     20,833,000
       
          Total   $ 500,000,000

Issue Price:

 

99.929%.

Agents' Commission:

 

0.450%.

Net Proceeds:

 

$497,395,000.

Concession:

 

0.300%.

Reallowance:

 

0.125%.

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.