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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2006

SLM CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction
of incorporation)
  File No. 333-130584
(Commission File Number)
  52-2013874
(IRS Employer
Identification Number)

12061 Bluemont Way, Reston, Virginia 20190
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (703) 810-3000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 

Item 8.01 Other Events

        On October 1, 2006, JPMorgan Chase Bank, National Assocation transferred its corporate trust business with SLM Corporation to The Bank of New York. A certificate documenting the transfer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    SLM CORPORATION

 

 

By:

 

/s/  
C.E. ANDREWS      
        Name: C.E. Andrews
Title: Chief Financial Officer

Dated: October 20, 2006

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SLM CORPORATION
Form 8-K
CURRENT REPORT
EXHIBIT INDEX

Exhibit No.

  Description
99.1   Certificate dated October 1, 2006

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exv99w1
 

Exhibit 99.1

CERTIFICATE

     This certificate is furnished to SLM Corporation, formerly known as USA Education, Inc. (the “Company”), in connection with the Indenture, dated as of October 1, 2000, as amended or supplemented (the “Indenture”), between the Company and JPMorgan Chase Bank, National Association, formerly known as JPMorgan Chase Bank and The Chase Manhattan Bank (the “Original Trustee”), relating to the issuance from time to time of Medium Term Notes, Series A, under the Indenture.

     Section 7.09 of the Indenture provides that if the trustee under the Indenture transfers all or substantially all of its corporate trust business assets to another corporation, such successor corporation, without any further act, shall be the successor trustee under the Indenture. The Original Trustee transferred all or part of its corporate trust business to The Bank of New York, as successor trustee under the Indenture (the “Successor Trustee”), effective as of October 1, 2006. Accordingly, the Original Trustee and Successor Trustee hereby certify to the Company as follows:

     1.      The Original Trustee transferred all or part of its corporate trust business to the Successor Trustee, effective as of October 1, 2006, and the Successor Trustee became the successor trustee under the Indenture as of such date.

     2.      Section 11.02(a) (Notices) of the Indenture should read as follows:

     (a)  Any notice or communication by the Company or the Trustee is duly given if in writing and delivered in person, sent by facsimile or mailed by certified mail:

  if to the Company to:

  SLM Corporation
12061 Bluemont Way
Reston, VA 20190
Attention: Treasurer

  if to the Trustee to:

  The Bank of New York
101 Barclay Street – 8 West
New York, New York 10286
Attention: Corporate Trust Administration
Facsimile No. 212-623-6166

 


 

     IN WITNESS WHEREOF, each of the JPMorgan Chase Bank, National Association, and The Bank of New York have caused this Certificate be duly executed and delivered to SLM Corporation as of October 11, 2006.

     
    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
not in its individual capacity, but solely
as Original Trustee
 
    By:   /s/ Thomas J. Foley      
Name: Thomas J. Foley
Title: Vice President
 
    THE BANK OF NEW YORK, not in its individual
capacity, but solely as Successor Trustee
 
    By:    /s/ Jeremy Finkelstein      
Name: Jeremy Finkelstein
Title: Assistant Vice President