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                                                                   EXHIBIT 10.27

                        THE FIRST MARBLEHEAD CORPORATION

                            2002 DIRECTOR STOCK PLAN

1.   PURPOSE

     The purpose of this 2002 Director Stock Plan (the "Plan") of The First
Marblehead Corporation, a Delaware corporation (the "Company"), is to advance
the interests of the Company's stockholders by enhancing the Company's ability
to attract, retain and motivate non-employee directors who make (or are expected
to make) important contributions to the Company by providing such persons with
equity ownership opportunities and performance-based incentives and thereby
better aligning the interests of such persons with those of the Company's
stockholders.

2.   ELIGIBILITY

     Each director of the Company who is not an employee of the Company or any
parent or subsidiary of the Company ("Non-Employee Director") shall be eligible
to receive options (an "Award") under the Plan (a "Participant").

3.   ADMINISTRATION AND DELEGATION

     (a)   ADMINISTRATION BY BOARD OF DIRECTORS The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

     (b)   APPOINTMENT OF COMMITTEES To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.

4.   STOCK AVAILABLE FOR AWARDS

     Subject to adjustment under Section 6, Awards may be made under the Plan
for up to 50,000 shares of common stock, $.01 par value per share, of the
Company (the "Common

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Stock"). If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan. All options
granted under the Plan shall be non-statutory options not entitled to special
tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

5.   TERMS, CONDITIONS AND FORM OF OPTIONS

     Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:

     (a)   OPTION GRANTS Each person who is a Non-Employee Director at September
20, 2002 (the " Effective Date") and each person who subsequently becomes a
Non-Employee Director shall be automatically granted (i) an option to purchase
1,000 shares of Common Stock on the date of which the later of the following
events occurs: (A) the Effective Date; or (B) the date on which such person
first becomes a Non-Employee Director, whether through election by the
stockholders of the Company or appointment by the Board and (ii) an option to
purchase 1,000 shares of Common Stock on September 20th of each year, beginning
on September 20, 2003, if on such date he or she shall have served on the Board
for at least one hundred eighty (180) days. Each date of grant of an option
pursuant to this Section 5(a) is hereinafter referred to as an "Option Grant
Date."

     (b)   OPTION EXERCISE PRICE The option exercise price per share for each
option granted under the Plan shall equal (i) until the Common Stock is
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the fair market value of Common Stock, as determined (or in a manner
approved by) the Board in good faith ("Fair Market Value"), on the Option Grant
Date or (ii) when the Common Stock is registered under the Exchange Act, the
closing price of the Common Stock on the New York Stock Exchange, as published
in THE WALL STREET JOURNAL, on the last trading day immediately preceding the
Option Grant Date. If no sales of Common Stock were made on the last trading day
immediately preceding the Option Grant Date, the price of the Common Stock for
purposes hereof shall be the reported price for the next preceding day on which
such sales were made.

     (c)   TRANSFERABILITY OF OPTIONS Except as the Board may otherwise
determine or provide in an option granted under the Plan, any option granted
under the Plan shall not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the life of the
Participant, shall be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall include references to
authorized transferees.

     (d)   VESTING PERIOD Each option granted pursuant to Section 5(a) above
shall be fully vested on the Option Grant Date.

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     (e)   TERMINATION Each option shall terminate, and may no longer be
exercised, on the earlier of (i) the date ten years after the Option Grant Date
of such option or (ii) the date which is 90 days after the date on which the
Participant ceases to serve as a member of the Board.

     (f)   EXERCISE OF OPTION Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(g) for the number of
shares for which the Option is exercised.

     (g)   PAYMENT UPON EXERCISE Common Stock purchased upon the exercise of an
Option granted under the Plan shall, unless otherwise prohibited by applicable
law, be paid for as follows:

           (1)  in cash or by check, payable to the order of the Company;

           (2)  except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (A) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax
withholding or (B) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price and
any required tax withholding;

           (3)  when the Common Stock is registered under the Exchange Act, by
delivery of shares of Common Stock owned by the Participant valued at their Fair
Market Value, provided (A) such method of payment is then permitted under
applicable law and (B) such Common Stock, if acquired directly from the Company
was owned by the Participant at least six months prior to such delivery;

           (4)  to the extent permitted by law and the Board, in its sole
discretion by (A) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (B) payment of such other lawful
consideration as the Board may determine; or

           (5)  by any combination of the above permitted forms of payment.

     (h)   SUBSTITUTE OPTIONS In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.

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6.   ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

     (a)   CHANGES IN CAPITALIZATION In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan
and (ii) the number and class of securities and exercise price per share subject
to each outstanding Option shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate. If this Section 6(a) applies and Section 6(c) also applies to
any event, Section 6(c) shall be applicable to such event, and this Section 6(a)
shall not be applicable.

     (b)   LIQUIDATION OR DISSOLUTION In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.

     (c)   REORGANIZATION EVENTS

           (1)  DEFINITION A "Reorganization Event" shall mean: (A) any merger
or consolidation of the Company with or into another entity as a result of which
all of the Common Stock of the Company is converted into or exchanged for the
right to receive cash, securities or other property or (B) any exchange of all
of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange transaction.

           (2)  CONSEQUENCES OF A REORGANIZATION EVENT ON OPTIONS Upon the
occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall provide that
all outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Reorganization Event, the Option confers the right
to purchase, for each share of Common Stock subject to the Option immediately
prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock);
provided, however, that if the consideration received as a result of the
Reorganization Event is not solely common stock of the acquiring or succeeding
corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise of Options to consist solely of common stock of the
acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair
market value to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Reorganization Event.

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     Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the Participants, provide
that all then unexercised Options will become exercisable in full as of a
specified time prior to the Reorganization Event and will terminate immediately
prior to the consummation of such Reorganization Event, except to the extent
exercised by the Participants before the consummation of such Reorganization
Event; provided, however, that in the event of a Reorganization Event under the
terms of which holders of Common Stock will receive upon consummation thereof a
cash payment for each share of Common Stock surrendered pursuant to such
Reorganization Event (the "Acquisition Price"), then the Board may instead
provide that all outstanding Options shall terminate upon consummation of such
Reorganization Event and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options. To the extent all or any portion of an
Option becomes exercisable solely as a result of the first sentence of this
paragraph, upon exercise of such Option the Participant shall receive shares
subject to a right of repurchase by the Company or its successor at the Option
exercise price. Such repurchase right (1) shall lapse at the same rate as the
Option would have become exercisable under its terms and (2) shall not apply to
any shares subject to the Option that were exercisable under its terms without
regard to the first sentence of this paragraph.

7.   MISCELLANEOUS

     (a)   NO RIGHT TO CONTINUE AS A DIRECTOR Neither the Plan, nor the granting
of an option nor any other action taken pursuant to the Plan, shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Company will retain the Participant as a Non-Employee Director for any period of
time.

     (b)   NO STOCKHOLDER'S RIGHTS FOR OPTIONS A Participant shall have no
rights as a stockholder with respect to the shares covered by his or her option
until the date of the issuance to him or her of a stock certificate therefor,
and no adjustment will be made for dividends or other rights (except as provided
in Section 6) for which the record date is prior to the date such certificate is
issued.

     (c)   COMPLIANCE WITH SECURITIES LAWS Each option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration or qualification, or to satisfy such
condition.

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     (d)   AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization and changing the vesting schedule, provided that the Participant's
consent to such action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.

     (e)   AMENDMENT OF PLAN The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

     (f)   GOVERNING LAW The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

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