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                                                                   EXHIBIT 10.13

                BANK OF AMERICA DIRECT TO CONSUMER LOAN PROGRAM:
                               UMBRELLA AGREEMENT

         THIS UMBRELLA AGREEMENT (the "Agreement") is made and dated as of the
30th day of June, 2003, by and between THE FIRST MARBLEHEAD CORPORATION, a
Delaware corporation ("FMC"), and BANK OF AMERICA, N.A., a national banking
association having its principal office located in the State of California (the
"Program Lender").

                                    RECITALS

         A.     FMC and the Program Lender have established its Bank of America
Direct to Consumer Loan Program (the "Bank of America DTC Program") to assist
students and parents in financing education at private elementary and secondary
schools and at various institutions of higher education. Loans made under the
Bank of America DTC Program are guaranteed by TERI pursuant to a Guaranty
Agreement between Program Lender and The Education Resources Institute, Inc., a
Massachusetts-based loan guaranty institution ("TERI"). Pursuant to the Bank of
America DTC Program, FMC promotes the expansion of student and parent loan
lending activities by agreeing to purchase or cause to be formed one or more
special purpose business trusts or other entities (each an "SPE") to purchase
promissory notes (the "Notes") evidencing loans conforming to the Bank of
America DTC Program ("Bank of America DTC Conforming Loans") following
origination. The purchase price payable by each SPE for a given pool of Bank of
America DTC Conforming Loans is funded through issuance and sale by the SPE of
certificates or other evidences of indebtedness, or by direct loans to the SPE,
in either case the repayment of which is supported or collateralized by the
income stream from the Bank of America DTC Conforming Loans included in such
pool (each such transaction, a "Securitization Transaction").

         B.     FMC has requested that the Program Lender originate and make
available for purchase by SPEs from time to time Bank of America DTC Conforming
Loans and to serve as the primary lending institution participating in the Bank
of America DTC Program.

         C.     The parties desire to set forth herein certain terms and
conditions affecting FMC and the Program Lender relating to their participation
in the Bank of America DTC Program.

         NOW, THEREFORE, in consideration of the above Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

         1.     DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:

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         "Affiliate" means any person any other person, directly or indirectly,
is in control of, is controlled by, or is under common control with, such
person. A person shall be deemed to control another person if the controlling
person possesses directly or indirectly, the power to direct or to cause the
direction of the management and policies of the other person, whether through
the ownership of voting securities, by contract or otherwise.

         "Agent" means U.S. Bank National Association.

         "Bank of America DTC Conforming Loans" means a loan made to finance
educational expenses, on terms and conditions in conformity with the Program
Guidelines.

         "Business Day" shall mean any day other than: (a) a Saturday or Sunday,
or (b) a day on which banking institutions in the State of California are
required or authorized by law or executive order to be closed.

         "Change in Control" means:

         (a)    With respect to the Program Lender, any of the following:

                (1)   The acquisition by any other entity, individual or group
         (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act") of beneficial
         ownership (as defined in Rule 13d-3 promulgated under the Exchange Act)
         of more than fifty percent (50%) of the common stock of the Program
         Lender and/or other securities which have more than fifty percent (50%)
         of the combined voting power of the Program Lender's securities
         entitled to vote in the election of directors; or

                (2)   The sale of all or substantially all of the common stock
         or assets of the Program Lender to any other entity, individual or
         group; or

                (3)   The reorganization, merger or consolidation of the Program
         Lender in which the shareholders of Program Lender immediately before
         such event will not immediately thereafter own more than fifty percent
         (50%) of the combined voting power entitled to vote in the election of
         directors of the reorganized, merged or consolidated Program Lender's
         voting securities.

         (b)    With respect to FMC, any one transaction or a series of
transactions within six (6) months of each other in which there is a change of
beneficial ownership of more than fifty percent (50%) of the common stock or
other equity interests representing the right to elect directors or otherwise
determine the management of the company, PROVIDED, HOWEVER, that any initial
public offering in which the common stock of FMC is sold to the public shall not
constitute a "Change in Control."

         (c)    A "Change in Control" shall not include any transactions with an
entity which is an Affiliate immediately prior to such transaction.

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         "Co-Lender Indemnification Agreement" shall mean a mutual
indemnification agreement between Program Lender and any other person or entity
originating Bank of America DTC Conforming Loans which will be pooled with Bank
of America DTC Conforming Loans originated by Program Lender in any
Securitization Transaction, which mutual indemnification agreement shall be
satisfactory in form and substance in all reasonable respects to Program Lender.

         "Confidential Information" shall have the meaning given such term in
Paragraph 6(a) below.

         "Currently Scheduled Termination Date" shall mean May 1, 2004,
provided, however, that such date shall automatically be extended for an
additional year on such date and each anniversary thereof, unless (a) any party
shall have given notice of termination at least one hundred eighty (180) days
prior to the end of the then-current term or (b) as otherwise permitted under
the definition of "Termination Date," in which case the termination set forth in
such notice shall govern.

         "Effective Date" shall have the meaning given such term in Paragraph 20
below.

         "Guaranty Agreement" means that certain agreement of same name between
Program Lender and TERI for the Bank of America DTC Program dated _____________.

         "Loan Origination Agreement" shall mean that certain agreement of same
name between Program Lender and FMC for the Bank of America DTC Program dated
_______________.

         "Note Purchase Agreement" shall mean that certain agreement of that
name between Program Lender and FMC for the Bank of America DTC Program dated
________________.

         "Notes" shall have the meaning given such term in Recital A above.

         "Program Manual" shall mean a detailed manual setting forth the terms,
conditions, eligibility, policies and procedures for the Bank of America DTC
Program as the same may be amended from time to time as provided in Paragraph 7
below.

         "Program Year" shall mean the period from May 1 through April 30.

         "Proprietary Information" shall have the meaning given such term in
Paragraph 6(b) below.

         "SPE" shall have the meaning given such term in Recital A above.

         "Securitization Transaction" shall have the meaning given such term in
Recital A above.

         "Termination Date " shall mean the earliest to occur of:

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         (a)    The Currently Scheduled Termination Date;

         (b)    The date of delivery by FMC, on the one hand, or the Program
                Lender, on the other hand, of written notice that the other
                party has failed to consummate a Securitization Transaction
                pursuant to the Note Purchase Agreement notwithstanding that all
                conditions precedent to such party's obligation to do so set
                forth in the Note Purchase Agreement have been satisfied;

         (c)    The sixtieth day following the date of delivery by FMC, on the
                one hand, or the Program Lender, on the other hand, of written
                notice that another party has materially breached this
                Agreement, unless such party cures such breach on or before such
                sixtieth day, it being expressly understood and agreed that the
                failure to make any payment required hereunder shall constitute
                a material breach;

         (d)    Any party hereto shall file any proceeding under the U.S.
                Bankruptcy Code or similar state insolvency act, or shall be the
                subject of any involuntary bankruptcy proceeding, including,
                without limitation, a seizure of assets by the FDIC, which
                proceeding is not dismissed within sixty (60) days after the
                filing thereof; or

         (e)    The date of delivery by FMC or the Program Lender of written
                notice that there has occurred a Change in Control of the party
                receiving such notice and that the party giving notice, in its
                sole and absolute discretion, has elected to terminate this
                Agreement.

         (f)    The date the Guaranty Agreement expires or is not renewed or if
                a TERI Insolvency Event occurs.

         (g)    The date the Guaranty Agreement is terminated by reason of
                breach thereof by either Program Lender or FMC.

         2.     TERM OF AGREEMENT; EFFECT OF TERMINATION.

         (a)    This Agreement shall be effective from the Effective Date to but
                not including the Termination Date. In the event the Termination
                Date shall occur by reason of:

                (i)   Breach of the Guaranty Agreement by either FMC or Program
                      Lender, material breach of the Note Purchase Agreement by
                      FMC or Program Lender, or by the filing of any proceeding
                      under the U.S. Bankruptcy Code by the or FMC or Program
                      Lender, neither party shall have any further obligations
                      to purchase or sell Loans under the Note Purchase
                      Agreement, but the nonbreaching party shall have whatever
                      remedies are provided by law.

                (ii)  The occurrence of a TERI Insolvency Event, by the
                      expiration of or failure to renew the Guaranty Agreement,
                      or by the expiration of the Note

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                      Purchase Agreement, the Note Purchase Agreement (i) shall
                      remain in full force and effect with respect to Bank of
                      America DTC Conforming Loans made prior to such
                      termination until the expiration of the Right of First
                      Refusal Period (as that term is defined in the Note
                      Purchase Agreement) for all Bank of America DTC Loans that
                      are guaranteed pursuant to the Guaranty Agreement, and
                      (ii) FMC or a designee SPE shall have the right to
                      purchase any Bank of America DTC Conforming Loans
                      originated prior to such termination, on the terms set
                      forth in the Note Purchase Agreement, until the end of the
                      Right of First Refusal Period with respect to such loans.

         (b)    After termination of this Agreement, those obligations contained
                in the representations and warranties of Section 6 of this
                Agreement and Article V of the Note Purchase Agreement, the
                securitization provisions of Section 8 of this Agreement, and
                the indemnifications of Article VIII of the Note Purchase
                Agreement shall survive until each Bank of America DTC Program
                Loan is paid in full.

         (c)    After notice of termination or expiration of the Note Purchase
                Agreement is given (including, without limitation, notice of
                Change of Control), the parties shall meet to develop a
                transition plan to deal with applications and approved loans
                that have not been fully processed and/or funded. Such plan
                shall require all parties to fulfill any legal commitments
                already made to borrowers or applicants. Subject in all cases to
                binding legal rights of borrowers, unless termination notice has
                been given because of expiration of the Guaranty Agreement,
                occurrence of a TERI Insolvency Event, breach of the Guaranty
                Agreement by TERI, breach of the Note Purchase Agreement by FMC,
                or because of the initiation of a proceeding made under the U.S.
                Bankruptcy Code or similar proceeding by FMC, Program Lender
                shall continue to process applications until an agreed date not
                later than thirty (30) days before the effective date of
                termination, approvals shall cease to be granted on an agreed
                date not later than fifteen (15) days before termination, and
                loan disbursements shall be completed not later than ninety (90)
                days after termination. In the case of a termination notice
                given because of expiration of the Guaranty Agreement,
                occurrence of a TERI Insolvency Event, breach of the Guaranty
                Agreement by TERI, breach of the Note Purchase Agreement by FMC,
                or because of the initiation of a proceeding made under the U.S.
                Bankruptcy Code or similar proceeding by FMC, Program Lender may
                elect to take only those further actions as are required to
                fulfill the legal rights of borrowers and applicants.

         3.     LOAN ORIGINATION AGREEMENT. Program Lender and TERI have
executed a Loan Origination Agreement under which TERI, acting as Lender's
agent, agrees to perform the loan origination functions for the Bank of America
DTC Program.

         4.     MARKETING EFFORTS. Program Lender is responsible for developing
marketing materials for distribution to potential borrowers relating to the Bank
of America DTC Program.

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Subject to the confidentiality provisions of Paragraph 6 below, each party
hereto agrees to provide such information as may be reasonably required by the
other parties in connection therewith. During the term of this Agreement, the
Program Lender shall grant to FMC a nonexclusive license to use the Program
Lender's name and logo pursuant to a license agreement between FMC and Program
Lender dated as of November 21, 1996, as hereafter amended.

         5.     OTHER BUSINESS. Nothing contained herein, or in any other
document, instrument or agreement executed in connection with the Bank of
America DTC Program shall in any manner or to any extent affect the right of the
Program Lender to engage in business with, including, without limitation,
offering credit products to borrowers under Bank of America DTC Conforming Loans
originated by the Program Lender or any other Person; provided however that the
Program Lender shall protect Proprietary Information from unnecessary
disclosure. Without limiting the foregoing, FMC shall be permitted to offer
other loan products to potential borrowers; provided, however, that FMC shall
not engage in offering any loans or other products to Bank of America DTC
Program borrowers.

         6.     CONFIDENTIAL INFORMATION: PROPRIETARY INFORMATION.

         (a)    All information of any kind and description relating to
borrowers under Bank of America DTC Conforming Loans (and rejected applicants
for such Loans) is made available by the Program Lender and accepted by FMC
("Confidential Information"), with the understanding and agreement that such
Confidential Information is property valuable to the Program Lender which has
been developed through the expenditure of substantial time and money and that
the Program Lender desires to retain it in confidence and withhold its
availability to others. Under Section 502(e)(1)(C) of the Gramm, Leach, Bliley
Act and the regulations thereunder (12 C.F.R. Sections 40.14(a)(3);
216.14(a)(3); 332.14(a)(3); and 573.14(a)(3)), FMC is permitted to receive such
Confidential Information as a potential purchaser of loans and/or the arranger
of a Securitization Transaction. FMC agrees that except as required by law and
except as is reasonably necessary in connection with any Securitization
Transaction, any and all Confidential Information and any information or
knowledge which may be imparted through receipt or examination of Confidential
Information will not be copied or communicated to any third party or used by FMC
or any of its officers, employees, agents or other representatives expect for
the purposes of this Agreement and the Note Purchase Agreement. FMC will take
reasonable precautions to prevent any unauthorized disclosure of Confidential
Information. Upon purchase of the Bank of America DTC Program Loans in a
Securitization Transaction, all borrower data for the purchased Loans becomes
the property of FMC or the SPE. Except as expressly provided in the immediately
preceding sentence, the obligations of FMC set forth in this Paragraph 6(a)
shall survive the Termination Date.

         (b)    All information relating to the pricing of the Bank of America
DTC Program Loans included in the Note Purchase Agreement shall consitute
Proprietary Information that has been or will be made available to the Program
Lender or any of its Affiliates by FMC or has otherwise been obtained by the
Program Lender or any of its Affiliates from FMC. Such Proprietary Information
is property valuable to FMC and has been developed through the expenditure of
substantial time and money and that FMC desires to retain it in confidence and

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not to permit its commercial use by others. "Proprietary Information" shall not
include: (a) information that has become generally available to the public other
than as a result of a disclosure by or through the Program Lender, (b)
information derived by Program Lender from sources other than activities under
or related to this Agreement, and (c) information required by law to be
disclosed (but only to the extent such disclosure is legally required). Program
Lender will take reasonable precautions to prevent any unauthorized commercial
use of Proprietary Information. The obligations of the Program Lender set forth
in this paragraph 6(b) shall survive the Termination Date.

         (c)    BORROWER PRIVACY. Unless FMC obtains direct authorization from
any borrower, it shall not disclose and/or use any of the borrower's nonpublic
personal information obtained under this Agreement for any purpose other than
those specifically provided for in this Agreement or provide such information to
any other party, including its Affiliates, except as allowed by law.

         7.     PROGRAM MANUAL. FMC shall collaborate with TERI to draft and
deliver to the Program Lender for review and approval prior to the Effective
Date, the Program Manual, which may not be modified in any Lender-related manner
during the term of this Agreement without the prior written consent of the
Program Lender, which consent shall not be unreasonably withheld. Lender-related
modifications to the Program Manual shall mean any change to Bank of America DTC
loan terms, borrower eligibility, or any other change that would affect Program
Lender's rights, obligations, responsibilities, or costs.

         8.     SECURITIZATION PROVISIONS. FMC agrees that:

         (a)    Any Offering Materials (as defined in Exhibit D attached hereto)
relating to each Securitization Transaction will contain a statement to the
effect that: (1) the certificates being offered thereunder do not represent an
interest in, or obligation of, the Program Lender or its parent, Bank of America
Corporation, (2) no purchaser of such certificates shall have any recourse to
the Program Lender or Bank of America Corporation, (3) neither the certificates
nor the notes evidencing Bank of America DTC Conforming Loans supporting such
certificates are insured or guaranteed by the Federal Deposit Insurance
Corporation or, at the request of or for the account of the Program Lender or
Bank of America Corporation, by any other governmental agency, and (4) the
underwriting criteria employed by the Program Lender in originating the Bank of
America DTC Conforming Loans are different from those utilized by the Program
Lender and its Affiliates in originating student loans under other existing
student loan programs;

         (b)    FMC shall, or shall cause the applicable SPE to, perform the
acts and assume the duties of depositor and manager pursuant to the provisions
of the trust or other agreement or instrument under which the certificates or
other evidences of indebtedness will be issued in any Securitization
Transaction. Under no circumstances shall Program Lender be obligated to perform
any such duties. Neither Program Lender nor any of its directors or other
representatives shall execute any registration statement filed with the
Securities and Exchange Commission in connection with any Securitization
Transaction.

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         (c)    The certificates or other evidences of indebtedness to be issued
by FMC and/or any SPEs in Securitization Transactions shall be issued and sold
by FMC and/or such SPEs, with or without the assistance of FMC, but in any event
without any participation whatsoever on the part of Program Lender except as
expressly provided in subparagraph (2) below. Without limiting the generality of
the foregoing, it is expressly acknowledged and agreed by FMC that Program
Lender shall not (1) attend any "road shows" or meetings with investors or
prospective investors, (2) prepare, assist in preparing or review any written or
oral materials or prospectuses to be provided to investors or potential
investors or to be filed with the Securities and Exchange Commission, any state
securities commission, any stock exchange or NASDAQ other than excerpts from
such documents describing the Program Lender and its procedures drafted
expressly for inclusion in such documents, or (3) otherwise be responsible in
any way for soliciting, or assisting FMC or any SPE in soliciting, the purchases
of certificates or other evidences of indebtedness to be issued in any
Securitization Transaction.

         (d)    Without the prior written consent of Program Lender, which
consent shall not be unreasonably withheld, loans originated by any person or
entity other than Program Lender will not be included in any Securitization
Transaction that includes Bank of America DTC Program Loans, and by proposing
that such be included in any Securitization Transaction which will include Bank
of America DTC Conforming Loans originated by Program Lender, FMC and the
applicable SPE shall be deemed to have represented and warranted that such other
loans were originated under detailed guidelines approved by TERI. The execution
and delivery to Program Lender of a Co-Lender Indemnification Agreement by other
participating "Program Lenders" in any Securitization Transaction shall be a
condition precedent to any agreement of Program Lender to permit the pooling of
TERI-guaranteed loans originated by such other person or entity with Bank of
America DTC Conforming Loans originated by Program Lender in a Securitization
Transaction.

         9.     NO ASSIGNMENT. No party may assign its rights or obligations
under this Agreement without the prior written consent of the parties hereto;
provided, however that:

         (a) Program Lender may assign its rights hereunder to an Affiliate that
             is a national banking association having the legal power and right
             under applicable law (including, without limitation, the usury laws
             of the State where it is located) to make Bank of America DTC
             Conforming Loans only if TERI agrees to transfer of the Guaranty
             Agreement and the Loan Origination Agreement to such Affiliate.
             Program Lender shall bear all costs arising out of such assignment,
             including, without limitation, any costs for legal advice relating
             to loan compliance and documentation.

         (b) FMC may assign its rights hereunder to a warehouse to hold pooled
             Loans in the period of time between the point at which the Loans
             become Seasoned Loans (as that term is defined in the Note Purchase
             Agreement) and the date of the Securitization Transaction.

         (c) Any assignment in violation hereof shall be automatically null and
             void. Program Lender or its designated agent agrees that it will
             continue to originate Bank of

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             America DTC Conforming Loans in such a manner as to permit the
             selection of California law as governing law for purposes of
             Section 85 of the National Bank Act.

         10.    AMENDMENT. This Agreement may not be amended nor terms or
provisions hereof waived unless such amendment or waiver is in writing and
signed by all parties hereto.

         11.    NO WAIVER. No delay or failure by any party to exercise any
right, power or remedy hereunder shall constitute a waiver thereof by such
party, and no single or partial exercise by any party of any right, power or
remedy shall preclude other or further exercise thereof or any exercise of any
other rights, powers or remedies.

         12.    ENTIRE AGREEMENT. This Agreement and the documents and
agreements referred to herein embody the entire agreement and understanding
among the parties hereto and supersede all prior agreements and understandings
relating to the subject matter hereof and thereof

         13.    NOTICES. All notices given by any party to the others under this
Agreement shall be in writing delivered: (a) personally, (b) by facsimile
transmission, (c) by overnight courier, prepaid, or (d) by depositing the same
in the United States mail, certified, return receipt requested, with postage
prepaid, addressed to the party at the address set forth below. Any party may
change the address to which notices are to be sent by notice of such change to
each other party given as provided herein. Such notices shall be effective on
the date received. Notices shall be given as follows:

         If to Program Lender:

         Kathy Cannon
         Senior Vice President
         National Student Lending Group
         600 Wilshire Blvd. 4th Floor
         CA 9-169-04-02
         Los Angeles, CA 90017

         With a copy to:

         Mary Price
         Bank of America
         555 California Street
         8th Floor
         San Francisco, CA 94104

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         If to FMC:

         President
         The First Marblehead Corporation
         31 St. James Avenue
         Boston, MA 02116

         With a copy to:

         Richard P. Hackett, Esq.
         Pierce Atwood
         One Monument Square
         Portland, ME 04101

         14.    ATTORNEYS' FEES. In the event of a lawsuit or arbitration
proceeding wising out of or relating to this Agreement, the prevailing party
shall be entitled to recover costs and reasonable attorneys, fees incurred in
connection with the lawsuit or arbitration proceeding, as determined by the
court or arbitrator.

         15.    GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

         16.    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement.

         17.    NO THIRD PARTIES BENEFITED. This Agreement is made and entered
into for the sole protection and legal benefit of the parties, and their
permitted successors and assigns, and no other person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement.

         18.    CONSENT TO JURISDICTION. SUBJECT TO PARAGRAPH 19 BELOW, ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS, EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENT WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.

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         19.    MANDATORY ARBITRATION REFERENCE.

         (a)    Any controversy or claim between or among the parties, including
but not limited to those arising out of or relating to this Agreement and any
claim based on or arising from an alleged tort, shall at the request of any
party be determined by arbitration. The arbitration shall be conducted in
accordance With the United States Arbitration Act (Title 9, U.S. Code),
notwithstanding the choice of law provision in this Agreement, and under the
Commercial Rules of the American Arbitration Association ("AAA"). The
arbitrator(s) shall give effect to statutes of limitation in determining any
claim. Any controversy concerning whether an issue is arbitrable shall be
determined by the arbitrator(s). Judgment upon the arbitration award may be
entered in any court having jurisdiction. The institution and maintenance of an
action for judicial relief or pursuit of a provisional or ancillary remedy shall
not constitute a Waiver of the right of any party, including the plaintiff to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief.

         (b)    No provision of this paragraph shall limit the right of any
party to exercise self-help remedies such as setoff, or to obtain provisional or
ancillary remedies from a court of competent jurisdiction before, after, or
during the pendency of any arbitration or other proceeding. The exercise of a
remedy does not waive the right of any party to resort to arbitration or
reference.

         20.    EFFECTIVE DATE. This Agreement shall be effective upon the date
(the "Effective Date") as of which:

         (a)    Each of the parties hereto shall have executed and delivered to
the others a Counterpart of this Agreement;

         (b)    Each of the Program Lender and FMC shall have executed and
delivered to the other an agreement in the form of that attached hereto as
Exhibit D (the "Note Purchase Agreement");

         (c)    The Program Lender has reviewed and approved in writing the
final form of Program Manual;

         (d)    TERI and Program Lender shall have executed and delivered to
each other a Loan Origination Agreement and a Guaranty Agreement satisfactory in
form and substance to FMC; and

         (e)    The Pennsylvania Higher Education Assistance Agency (the
Servicer) and FMC shall have executed and delivered to each other a Supplement
to the Alternative Servicing Agreement between them and dated October 16, 2001,
as amended, to include Bank of America DTC Program loans purchased by FMC, such
amendment to be in form and substance satisfactory to Program Lender.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                            THE FIRST MARBLEHEAD
                                            CORPORATION, a Delaware corporation


                                            By: /s/ Ralph James
                                                --------------------------------
                                            Name: Ralph James
                                                  ------------------------------
                                            Title: President
                                                   -----------------------------


                                            BANK OF AMERICA, N.A.


                                            By: /s/ Kathy Cannon
                                                --------------------------------
                                            Name: Kathy Cannon
                                                  ------------------------------
                                            Title: Senior Vice President
                                                   -----------------------------


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