0001104659-07-065572 Sample Contracts

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTE PURCHASE AGREEMENT TERI- GUARANTEED START EDUCATION LOAN PROGRAM CHARTER ONE BANK, N.A.
Note Purchase Agreement • August 28th, 2007 • First Marblehead Corp • Personal credit institutions • Massachusetts

This Note Purchase Agreement, by and between Charter One Bank, N.A. (“Program Lender”), a national banking association organized under the laws of the United States and having a principal office located at 1215 Superior Avenue, Cleveland, Ohio 44114, and THE FIRST MARBLEHEAD CORPORATION, a Delaware corporation having a principal place of business at 800 Boylston Street, 34th Floor, Boston, Massachusetts 02199-8157 (“FMC”), is made as of March 25 2004;

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THE FIRST MARBLEHEAD CORPORATION Performance-Based Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive Plan
Restricted Stock Unit Agreement • August 28th, 2007 • First Marblehead Corp • Personal credit institutions • Delaware
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. START EDUCATION LOAN PROGRAM MARKETING COORDINATION AGREEMENT among CHARTER ONE BANK, N.A. and THE FIRST MARBLEHEAD CORPORATION
Marketing Coordination Agreement • August 28th, 2007 • First Marblehead Corp • Personal credit institutions • Massachusetts

This MARKETING COORDINATION AGREEMENT (this “Agreement”) is entered into by and between Charter One Bank, N.A., a national banking association organized under the laws of the United States having an office at 1215 Superior Avenue, Cleveland, Ohio 44114 (“Lender”) and The First Marblehead Corporation, a Delaware corporation having a principal place of business at 800 Boylston St., 34th Floor, Boston, Massachusetts 02199 (“Program Manager”). This Agreement is dated as of April 26, 2005.

THE FIRST MARBLEHEAD CORPORATION Deferred Stock Unit Agreement Granted Under 2003 Stock Incentive Plan
Stock Unit Agreement • August 28th, 2007 • First Marblehead Corp • Personal credit institutions • Delaware
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