Exhibit 10.1

FOURTH AMENDMENT
to
AMENDED AND RESTATED PROGRAM AGREEMENTS

BANK OF AMERICA, N.A.
(EDUCATION MAXIMIZER DIRECT-TO-CONSUMER LOAN PROGRAM)

This
Amendment is entered into as of the 31st day of January, 2008, by and between BANK OF AMERICA, N.A., a national banking association having its principal office located in the
State of North Carolina (the "Lender"), 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"), with regard to the Amended and Restated Umbrella Agreement between Lender and FMC dated April 1, 2006 (the "Umbrella Agreement"), and the Amended
and Restated Note Purchase Agreement between Lender and FMC dated April 1, 2006 (the "Note Purchase Agreement") (collectively, for purposes of this Amendment, the "Amended and Restated Program
Agreements"). Capitalized terms used herein without definition have the meaning set forth in the Umbrella Agreement.

WHEREAS,
the parties desire to clarify the meaning of "TERI Insolvency Event" as set forth herein;

NOW,
THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the
parties, it is hereby agreed as follows:

"TERI Insolvency Event" means (1) the commencement by TERI of a voluntary petition under the federal bankruptcy laws, as now
constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar laws, (2) the consent by TERI to the appointment of or taking possession by a
receiver, liquidator, trustee, custodian (or other similar official) of or for TERI or for any substantial part of its property, (3) the making by TERI of any assignment for the benefit of
creditors, (4) the insolvency or the failure of TERI generally to pay its debts as such debts become due, (5) the downgrading of TERI's credit worthiness below "A" by Fitch Investors
Service ("Fitch"), below Baa3 by Moody's Investors Service, Inc. ("Moody's"), or public announcement of the placement of TERI on a watchlist for possible downgrade by Moody's or Fitch, or
(6) a default under one or more Guaranty Agreements to which TERI is a party because of a failure to pay claims, or the taking of action by TERI in furtherance of any of the foregoing.

"(g)
The date the Guaranty Agreement expires or is not renewed or the thirtieth (30th) calendar day after delivery of written notice that Program Lender has elected to terminate this
Agreement because a TERI Insolvency Event, as defined in the Note Purchase Agreement, has occurred;".

"The
borrower benefits upon repayment for Seasoned Loans, on terms no less favorable for the borrower than those set forth in the Program Guidelines in effect at the time the loan was
originated, will continue to inure to the benefit of borrowers after the securitization of such Seasoned Loans hereunder."

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IN
WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Amendment as of the date first written above.

|THE FIRST MARBLEHEAD CORPORATION. |                                                                               | BANK OF AMERICA, N.A.
|--------------------------------- | ----------------------------------------------------------------------------- | ---------------------
|By:                               | /s/SANDRA M. STARKName:    Sandra M. Stark
Title:    Executive Vice President |                      

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