FIRST MARBLEHEAD CORP Contracts & Agreements

AGREEMENT AND PLAN OF MERGER by and among FPRESOURCES USA INC., FP RESOURCES ACQUISITION CORP. and THE FIRSTMARBLEHEAD CORPORATION Dated as of June 2, 2016 TABLE OF CONTENTS

Merger Agreements

FIRST MARBLEHEAD CORP

DE

2016

FOURTH AMENDMENT TOLEASE

FIRST MARBLEHEAD CORP

2016

800 BOYLSTON STREET 34TH FLOOR BOSTON, MASSACHUSETTS 02199 TEL: 617 ###-###-####

FIRST MARBLEHEAD CORP

2015

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.

FIRST MARBLEHEAD CORP

DE

2015

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.

FIRST MARBLEHEAD CORP

GA

2015

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LOAN ORIGINATION SERVICES AGREEMENT

Loan Agreements

FIRST MARBLEHEAD CORP

2015

CITIZENS BANK, N.A. UNION FEDERAL SAVINGS BANK Loan Purchase and Sale Agreement

Loan Agreements

FIRST MARBLEHEAD CORP

2014

Non-Employee Director Compensation

Compensation Agreements

FIRST MARBLEHEAD CORP

2014

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.

FIRST MARBLEHEAD CORP

2014

The Prudential Tower PrudentialCenter Boston, Massachusetts 02199 (the Building) FOURTH AMENDMENT ExecutionDate: March 28, 2014

FIRST MARBLEHEAD CORP

2014

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.

FIRST MARBLEHEAD CORP

NY

2014

Non-Employee Director Compensation

Compensation Agreements

FIRST MARBLEHEAD CORP

2013

Compliance with Section 409A

FIRST MARBLEHEAD CORP

MA

2013

THE FIRST MARBLEHEAD CORPORATION Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive Plan, as amended and restated (the Plan)

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

DE

2011

INVENTION, NON-DISCLOSURE, [NON-COMPETITION]1 AND NON-SOLICITATION AGREEMENT

FIRST MARBLEHEAD CORP

2011

[On First Marblehead letterhead]

FIRST MARBLEHEAD CORP

2011

THIRD AMENDMENT TO LEASE

Lease Agreements

FIRST MARBLEHEAD CORP

2011

Confidential Materials omitted and filed separately with the Securities andExchange Commission. Asterisks denote omissions. LOAN PROGRAM AGREEMENT

Loan Agreements

FIRST MARBLEHEAD CORP

2011

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Employment Agreements

FIRST MARBLEHEAD CORP

2010

FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT

Indemnification Agreements

FIRST MARBLEHEAD CORP

2010

Appendix A Compliance with Section 409A

FIRST MARBLEHEAD CORP

2010

NON-DISPARAGEMENTAGREEMENT

FIRST MARBLEHEAD CORP

2010

ConfidentialMaterials omitted and filed separately with the Securitiesand Exchange Commission. Asterisksdenote omissions. PRIVATESTUDENT LOAN MONOGRAM PROGRAM AGREEMENT BETWEEN...

Loan Agreements

FIRST MARBLEHEAD CORP

2010

Confidential Materials omitted and filed separately with the Securities and Exchange Commission.Asterisks denote omissions. LOAN PROGRAM AGREEMENT

Loan Agreements

FIRST MARBLEHEAD CORP

GA

2010

PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY AND THE FIRSTMARBLEHEAD CORPORATION

Agency Agreements

FIRST MARBLEHEAD CORP

2009

THE FIRST MARBLEHEADCORPORATION RestrictedStock Unit Agreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2009

THE FIRST MARBLEHEADCORPORATION Non-Statutory StockOption Agreement

FIRST MARBLEHEAD CORP

2009

THE FIRST MARBLEHEAD CORPORATION Non-StatutoryStock Option Agreement

FIRST MARBLEHEAD CORP

2009

THE FIRST MARBLEHEAD CORPORATION Non-StatutoryStock Option Agreement

FIRST MARBLEHEAD CORP

DE

2009

TIMESHARING AGREEMENT

FIRST MARBLEHEAD CORP

MA

2009

February 12, 2008 (as amended 2/28/08)

FIRST MARBLEHEAD CORP

2008

Confidential Materials omitted and filedseparately with the Securities and Exchange Commission.Asterisks denote omissions. THIRTEENTHAMENDMENT to PROGRAM AGREEMENTS JPMORGANCHASE...

Merger Agreements

FIRST MARBLEHEAD CORP

2007

Confidential Materials omitted and filedseparately with the Securities and Exchange Commission.Asterisks denote omissions. NOTEPURCHASE AGREEMENT TERI-GUARANTEEDSTART EDUCATION...

Loan Agreements

FIRST MARBLEHEAD CORP

2007

Confidential Materials omitted and filedseparately with the Securities and Exchange Commission.Asterisks denote omissions. STARTEDUCATION LOAN PROGRAM MARKETINGCOORDINATION...

Loan Agreements

FIRST MARBLEHEAD CORP

2007

THEFIRST MARBLEHEAD CORPORATION Deferred Stock UnitAgreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2007

THEFIRST MARBLEHEAD CORPORATION Performance-BasedRestricted Stock Unit Agreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2007

[The First Marblehead Corporation Letterhead]

FIRST MARBLEHEAD CORP

2007

Very truly yours, /s/ Peter B. Tarr Peter B. Tarr Chairman Agreed: /s/ Stephen E. Anbinder Stephen E. Anbinder

FIRST MARBLEHEAD CORP

2007

ConfidentialMaterials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

FIRST MARBLEHEAD CORP

2006

ConfidentialMaterials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. FIFTEENTH AMENDMENT to PROGRAM AGREEMENTS JPMORGAN...

Merger Agreements

FIRST MARBLEHEAD CORP

2006

BANK OF AMERICA SCHOOL CHANNEL LOAN PROGRAMS: AMENDED AND RESTATED UMBRELLA AGREEMENT

Loan Agreements

FIRST MARBLEHEAD CORP

2006

ConfidentialMaterials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDED ANDRESTATED NOTE PURCHASE AGREEMENT BANK OF...

Loan Agreements

FIRST MARBLEHEAD CORP

2006

AGREEMENT

FIRST MARBLEHEAD CORP

2006

Confidential Materials omitted andfiled separately with the Securities and Exchange Commission. Asterisks denote omissions. NOTE PURCHASE AGREEMENT BANK OF AMERICA DTC PROGRAM...

Exchange Agreements

FIRST MARBLEHEAD CORP

2006

Confidential Materialsomitted and filed separately with the Securities and Exchange Commission.Asterisks denote omissions. ELEVENTH AMENDMENT TOGATE STUDENT UMBRELLA AGREEMENT and...

Exchange Agreements

FIRST MARBLEHEAD CORP

2006

Confidential Materials omittedand filed separately with the Securities and Exchange Commission.Asterisks denote omissions. FIFTH SUPPLEMENT TO MASTER LOAN GUARANTY AGREEMENT

Loan Agreements

FIRST MARBLEHEAD CORP

2005

THE FIRST MARBLEHEAD CORPORATION Incentive Stock OptionAgreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2005

THE FIRST MARBLEHEAD CORPORATION RestrictedStock Unit Agreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2005

THE FIRST MARBLEHEAD CORPORATION RestrictedStock Unit Agreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2005

The First Marblehead Corporation Executive Incentive Compensation Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2005

THE FIRST MARBLEHEAD CORPORATION Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2005

TheFirst Marblehead Corporation RestrictedStock Unit Agreement GrantedUnder 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2004

TheFirst Marblehead Corporation RestrictedStock Unit Agreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2004

THE FIRST MARBLEHEAD CORPORATION REGISTRATION RIGHTSAGREEMENT

FIRST MARBLEHEAD CORP

2004

THEFIRST MARBLEHEAD CORPORATION TERMINATIONAGREEMENT

FIRST MARBLEHEAD CORP

2004

SECOND AMENDMENTTO AMENDED AND RESTATED STANDARD FORM COMMERCIAL LEASE

Lease Agreements

FIRST MARBLEHEAD CORP

2004

FOURTHSUPPLEMENT TO MASTERLOAN GUARANTY AGREEMENT

Guaranty Agreements

FIRST MARBLEHEAD CORP

2004

THE FIRSTMARBLEHEAD CORPORATION Restricted Stock Unit Agreement Granted Under 2003 Stock Incentive Plan

Bonus & Incentive Agreements

FIRST MARBLEHEAD CORP

2004

The PrudentialTower Prudential Center Boston, Massachusetts 02199 (the Building) FIRST AMENDMENT ExecutionDate: October 7, 2004

FIRST MARBLEHEAD CORP

2004

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FIRST MARBLEHEAD CORP Contracts & Agreements