0001104659-05-053573 Sample Contracts

INVENTION, NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Invention, Non • November 8th, 2005 • First Marblehead Corp • Personal credit institutions • Massachusetts

This Agreement is made between The First Marblehead Corporation, a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and “ ” (the “Employee”).

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October 14, 2005 Mr. John Hupalo Executive Vice President - Capital Markets John,
First Marblehead Corp • November 8th, 2005 • Personal credit institutions

This letter will constitute an amendment to your employment offer letter of February 24, 2003 and is being offered as additional consideration for your execution of The First Marblehead Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement (the “Agreement”).

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. FIFTH SUPPLEMENT TO MASTER LOAN GUARANTY AGREEMENT
Master Loan Guaranty Agreement • November 8th, 2005 • First Marblehead Corp • Personal credit institutions

This Fifth Supplement to Master Loan Guaranty Agreement (this “Supplement”) is made as of this 6th day of October, 2005, by and between The Education Resources Institute, Inc., a private non-profit corporation organized under Chapter 180 of the Massachusetts General Laws, with its principal place of business at Park Square Building, 4th Floor, 31 St. James Avenue, Boston, Massachusetts 02116 (“TERI”), and The First Marblehead Corporation, a Delaware corporation having a principal place of business at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199 (“FMC”), and amends and supplements that certain Master Loan Guaranty Agreement dated as of February 2, 2001 by and between TERI and FMC, as amended (the “Master Loan Guaranty Agreement”). Capitalized terms used herein without definition have the meaning set for the in the Master Loan Guaranty Agreement.

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