Exhibit 10.2

                  USA EDUCATION, INC. MANAGEMENT INCENTIVE PLAN
                                AWARDS TO [NAME]

                        TERMS OF PERFORMANCE STOCK AWARD

     Pursuant to the provisions of the USA Education, Inc. Management
Incentive Plan ("MIP"), on ___________, 20__, the Compensation and Personnel
Committee of the USA Education, Inc. Board of Directors ("Committee")
authorized shares of Performance Stock to be granted to ("Executive"),
subject to the following terms and conditions:

         1.       On and from the date of grant, the shares of Performance Stock
         shall be subject to forfeiture and shall not be vested or transferable,
         except as provided below:

                  a.       [upon achievement of corporate and/or individual
                           performance goals as determined by the Committee and
                           subject to section 10.2 of the MIP.]

                  b.       Notwithstanding anything to the contrary in the
                           foregoing provisions listed above, not more than
                           ______ shares shall become vested and transferable
                           prior to ___________, 20__, and not more than ______
                           shares shall become vested and transferable prior to
                           ___________, 20__.

         2.       Notwithstanding the above, the Performance Stock shall be
         vested in full if any of the following events occur on or prior to
         ___________, 20__.

                  a.       immediately prior to a Change of Control, as that
                           term is defined in Section 12.2 of the MIP, provided
                           that Executive's employment has not terminated before
                           the date of the Change of Control; and

                  b.       immediately upon termination of Executive`s
                           employment as a result of death, disability, or as a
                           result of an involuntary termination by the Company,
                           other than for gross misconduct.

         3.       The Performance Stock that, after allowing for vesting
         pursuant to the terms of Sections 1 and 2 above, have not vested as of
         ___________, 20__ shall be forfeited.

         4.       Executive may at any time elect to have a sufficient number of
         shares of Performance Stock withheld by the Company to satisfy his
         income and employment tax withholding requirements in connection with
         the Performance Stock Awards, and the Committee hereby approves the
         transfer of such shares to the Company for purposes of SEC Rule 16b-3.




         5.       The Compensation Committee of the Board of Directors shall
         administer the grant of Performance Stock. The Company will not amend
         or revise the terms of Executive's Performance Stock award, and may not
         exercise negative discretion with respect to Executive's Performance
         Stock award, without Executive's prior written consent.