0001047469-09-008123 Sample Contracts

Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive Plan
Restricted Stock Unit Agreement • September 3rd, 2009 • First Marblehead Corp • Personal credit institutions • Delaware
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Non-Statutory Stock Option Agreement
First Marblehead Corp • September 3rd, 2009 • Personal credit institutions • Delaware
First Marblehead Letterhead]
First Marblehead Corp • September 3rd, 2009 • Personal credit institutions • Massachusetts

In connection with the termination of your employment with The First Marblehead Education Resources, Inc. (the “Company”) on February 29, 2009, you are eligible to receive the severance benefits described in the “Description of Severance Benefits” attached to this letter agreement as Attachment A if you sign and return this letter agreement to me no earlier than February 29, 2008 but by March 3, 2008 and it becomes binding between you and the Company. By signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement and you may take up to twenty-one (21) days to do so. If you sign this letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have sig

Confidential treatment omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. FIRST AMENDMENT TO THE AMENDED AND RESTATED PRIVATE STUDENT LOAN SERVICING AGREEMENT BETWEEN
Private Student Loan Servicing Agreement • September 3rd, 2009 • First Marblehead Corp • Personal credit institutions

THIS FIRST AMENDMENT is made as of this 4th day of March, 2008, by and between Pennsylvania Higher Education Assistance Agency, a public corporation and governmental instrumentality organized under the laws of the Commonwealth of Pennsylvania, having an address at 1200 North Seventh Street, Harrisburg, Pennsylvania, 17102 (“Servicer”), and The First Marblehead Corporation, having an address at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199 (“FMC”). Capitalized terms used herein without definition have the meanings assigned to them in the Servicing Agreement (as defined below).

LEASE OF WELLINGTON BUSINESS PARK ONE CABOT ROAD, MEDFORD, MASSACHUSETTS
Lease • September 3rd, 2009 • First Marblehead Corp • Personal credit institutions • Massachusetts

THIS INSTRUMENT IS A LEASE, dated as of August 13, 2004, in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) located at One Cabot Road, Medford, Massachusetts. The parties to this instrument hereby agree with each other as follows:

Sandra Stark [address] Dear Sandy:
First Marblehead Corp • September 3rd, 2009 • Personal credit institutions • Massachusetts

In connection with the termination of your employment with The First Marblehead Education Resources, Inc. (the “Company”) on June 30, 2008, you are eligible to receive the severance benefits described in the “Description of Severance Benefits” attached to this letter agreement as Attachment A if you sign and return this letter agreement to me no earlier than June 30, 2008 and it becomes binding between you and the Company. By signing and returning this letter agreement and not revoking your acceptance, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in the numbered paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement and you may take up to forty-five (45) days to do so. If you sign this letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have

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