0001104659-08-053517 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 18th, 2008 • First Marblehead Corp • Personal credit institutions • Delaware

This Agreement made and entered into this 18th day of August, 2008 (the “Agreement”), by and between The First Marblehead Corporation, a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Daniel Maxwell Meyers (the “Indemnitee”):

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Non-Statutory Stock Option Agreement
First Marblehead Corp • August 18th, 2008 • Personal credit institutions • Delaware
AMENDMENT NO. 2 TO INVESTMENT AGREEMENT
Investment Agreement • August 18th, 2008 • First Marblehead Corp • Personal credit institutions • New York

This AMENDMENT NO. 2 TO INVESTMENT AGREEMENT (this “Amendment”) is entered into as of August 18, 2008, by and among GS Parthenon A, L.P., a Delaware limited partnership (“Purchaser A”), GS Parthenon B, L.P., a Delaware limited partnership (“Purchaser B”) (each of Purchaser A and Purchaser B, individually, a “Purchaser” and collectively, the “Purchasers”) and The First Marblehead Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • August 18th, 2008 • First Marblehead Corp • Personal credit institutions • Massachusetts

This Employment Agreement (“Agreement”) is made as of the 18th day of August, 2008, between The First Marblehead Corporation, a Delaware corporation (the “Corporation”), and Daniel Maxwell Meyers (the “Executive”).

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