**Exhibit 10.2**

**ConfidentialMaterials omitted and filed separately with theSecurities and Exchange Commission. Asterisks denote omissions.**

FIFTEENTH AMENDMENTtoPROGRAM AGREEMENTS

JPMORGAN CHASE BANK, N.A.(SUCCESSOR BY MERGER TO BANK ONE, N.A.)

This Fifteenth Amendment to Program Agreements (this “FifteenthAmendment”) is entered into as of the 2nd day of October, 2006 (the “Fifteenth AmendmentEffective Date”) and amends that certain Note Purchase Agreement, entered intoby and  between JPMorgan Chase Bank, N.A.(successor  by merger to Bank One, N.A.),(“JPMorgan Chase”) and The First Marblehead Corporation dated as of May 1,2002 , as previously amended  (the “NotePurchase Agreement”). Capitalized terms used herein without definition shallhave the meaning set forth  for suchterms in the Note Purchase Agreement.

WHEREAS, FMC, JPMorgan Chase, The Education ResourcesInstitute, Inc. (“TERI”), and U.S. Bank National Association have  entered into that certain ThirteenthAmendment to Program Agreements dated as of May 1, 2006 (“ThirteenthAmendment”), effective as set forth in Section IX thereof, which, amongother things,  adopted (a) in Section IIIthereof, a new Minimum Purchase Price in Section 2.05 of the Note PurchaseAgreement as reflected in Exhibit C thereto, and (b) in Section VI(A) thereof,marketing expenditures for the Education One Loan Program for calendar years2006-2010; and

WHEREAS, FMC, JPMorgan Chase, and  TERI have entered into that certain Fourteenth Amendment to ProgramAgreements dated as of  July 5, 2006(“Fourteenth Amendment”), which, among other things, established the  Minimum Purchase Price  for School Channel Expanded Tier loans; and

WHEREAS, FMC and JPMorgan Chase desire to adopt arevised Minimum Purchase Price and  arevised  marketing expenditure withrespect to calendar year 2007, as set forth herein below;

NOW, THEREFORE, inconsideration of the mutual promises contained herein and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledgedby the parties, it is hereby agreed as follows:

1.             MinimumPurchase Price*.* FMC and JPMorgan Chase herebyamend and restate the Minimum Purchase Price adopted in Section III and Exhibit Cto the Thirteenth Amendment, as supplemented in Section 3 and Exhibit Bto the Fourteenth Amendment, by hereby adopting the Minimum Purchase Price setforth on Exhibit A attached hereto and Section 2.05 of theNote Purchase Agreement shall be deemed to be amended accordingly.

2.             MarketingExpenditure. Subject to FMC’s performance of its obligations under the NotePurchase Agreement, including those contained within Section VI(B) ofthe Thirteenth Amendment, Section 2.02 of the Note Purchase Agreement, (asmost recently amended under  Section VI(A) ofthe Thirteenth Amendment), is hereby amended by deleting the words [**]  from clause (b) thereof and  inserting the following in lieu thereof:

[**]

3.             Effectiveness.

(A)        Section 1of this Amendment shall be effective for all loans subject to the Note PurchaseAgreement which are purchased under the Note Purchase Agreement  after the Fifteenth Amendment Effective Date, and through the completion ofthe  sale under the Note PurchaseAgreement of loans with  correspondingapplications  first received before February 1,2008. For loans sold under the Note Purchase Agreement  with corresponding applications received onor after February 1, 2008, unless otherwise agreed after the date hereof,the Minimum Purchase 

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Price adopted in Section III and Exhibit Cto  the Thirteenth Amendment, assupplemented in Section 3 and Exhibit B to  the Fourteenth Amendment, shall be in effect.

(B)        Section 2of this Amendment shall be effective as of the date first set forth above.

4.             Counterparts.This Amendment may be executed in multiple counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the samedocument.

5.             FullForce and Effect. The Note Purchase Agreement, as previously amendedand  as further amended herein, remainsin full force and effect and is hereby ratified and confirmed.

INWITNESS WHEREOF, the parties hereto by their duly authorized representativeshave executed this Amendment as of the date first written above.

| THE FIRST MARBLEHEAD CORPORATION | JPMORGAN CHASE BANK, N.A., as successor  by merger to Bank One, N.A. |
|----------------------------------|----------------------------------------------------------------------|
| By:                              | /s/ Sandra M. Stark                                                  | By: | /s/ Jeffrey Levine |
| Name:                            | Sandra M. Stark                                                      | Name: | Jeffrey Levine |
| Title:                           | Executive Vice President                                             | Title: | Senior Vice President |

 

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**Tableof Exhibits**
| Exhibit A | Minimum Purchase Price |
|----------------|------------------------|

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**Exhibit A**

**MINIMUM PURCHASEPRICE**

2.05.       MinimumPurchase Price.

On the PurchaseDate, Program Lender shall assign and convey all Seasoned Loans included in thePool to FMC, or a Purchaser Trust, in consideration of receipt of the MinimumPurchase Price therefor. For purposes of this Agreement the term “MinimumPurchase Price” shall mean the sum of the following amounts with respect toeach of the****Seasoned Loans to be purchased:

(a)          The unpaid principalamount [**] of the Seasoned Loans in the Pool; plus

(b)         [**] accrued and unpaidinterest on such Seasoned Loans, [**]; plus

(c)   To theextent not paid by Advanced Fees (as defined in Schedule 3.3 of the GuarantyAgreement):

(i)    [**] feespaid by Program Lender to TERI with respect to such Seasoned Loans [**]; plus

(ii)         The amount of [**]Guaranty Fees**due to TERI at the time of thePurchase Transaction [**]; plus

(iii)     The amount of [**] GuarantyFees paid by Program Lender to TERI at disbursement of the loan [**]; plus

(iv)       The amount of [**] GuarantyFees due to TERI at the time of the Purchase Transaction [**]; plus

(d)   A marketingfee and loan premium, [**] of the Seasoned Loans as follows (for tier referencessee Schedule 3.3 of the Guaranty Agreement):

**WITH RESPECT TOEDUCATION ONE LOANS (EXCLUDING CAMPUS ONE AND CORPORATE ADVANTAGE)**

1.                 with respect toDirect to Consumer K-12 Creditworthy Loans, [**]%;

2.                 with respect toDirect to Consumer Continuing Education Creditworthy Loans, [**]% for [**];

3.                 with respect toDirect to Consumer Undergraduate Creditworthy Loans, [**]% for [**];

4.                 with respect toDirect to Consumer Graduate Creditworthy Loans, [**]% for [**];

5.                 with respect toDirect to Consumer Undergraduate Creditworthy Expanded Tier Loans, [**]% for[**];

6.                 with respect toDirect to Consumer Graduate Creditworthy Expanded Tier Loans, [**]% for [**];and

7.                 with respect toDirect to Consumer Continuing Education Creditworthy Expanded Tier Loans, [**]%for [**].

**WITH RESPECT TO EDUCATION ONE CORPORATE ADVANTAGELOANS:**

8.      withrespect to Direct to Consumer K-12 Creditworthy Loans, [**]%;

9.      withrespect to Direct to Consumer Continuing Education Creditworthy Loans, [**]%for [**];

10.   withrespect to Direct to Consumer Undergraduate Creditworthy Loans, [**]% for [**];

11.   withrespect to Direct to Consumer Graduate Creditworthy Loans, [**]% for [**];

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12.   withrespect to Direct to Consumer Undergraduate Creditworthy Expanded Tier Loans,[**]% for [**];

13.   withrespect to Direct to Consumer Graduate Creditworthy Expanded Tier Loans, [**]%for [**]; and

14.   withrespect to Direct to Consumer Continuing Education Creditworthy Expanded TierLoans, [**]% for [**].

**WITH RESPECT TO CAMPUS ONE LOANS (SERVICED AT AES):**

15.   withrespect to Campus One Loan Program Continuing Education Creditworthy Loans,[**]% for [**];

16.   withrespect to Campus One Loan Program Undergraduate Creditworthy Loans, [**]% for[**];

17.   withrespect to Campus One Loan Program Graduate Creditworthy Loans, [**]% for [**];

18.   withrespect to Campus One Loan Program Graduate Credit-ready Loans, [**]%;

19.   withrespect to Campus One Loan Program Undergraduate Creditworthy Health Profession Loans; GraduateCreditworthy Health Profession Loans; Accelerated Creditworthy HealthProfession Loans; and Residency Creditworthy Health Profession Loans; [**]% for[**];

20.   withrespect to Campus One Loan Program Graduate Credit-ready Health ProfessionLoans; Accelerated Credit-ready Health Profession Loans; and ResidencyCredit-ready Health Profession Loans, [**]%;

21.   withrespect to Campus One Undergraduate Creditworthy Expanded Tier Loans, [**]% for[**]

22.   withrespect to Campus One Graduate Creditworthy Expanded Tier Loans, [**]% for[**];

23.   withrespect to Campus One Creditworthy Health Profession Expanded Tier Loans, [**]%for [**].

24.   withrespect to Campus One Gold Loan Program Continuing Education CreditworthyLoans, [**]% for [**];

25.   withrespect to Campus One Gold Loan Program Undergraduate Creditworthy Loans, [**]%for [**];

26.   withrespect to Campus One Gold Loan Program Graduate Creditworthy  Loans, [**]% for [**];

27.   withrespect to Campus One Gold Loan Program Graduate Credit-ready  Loans, [**]%;

28.   withrespect to Campus One Gold Loan Program Undergraduate Creditworthy HealthProfession  Loans; Graduate CreditworthyHealth Profession  Loans; AcceleratedCreditworthy Health Profession  Loans;and Residency Creditworthy Health Profession Loans, [**]% in [**];

29.   withrespect to Campus One Gold Loan Program Graduate Credit-ready HealthProfession  Loans; AcceleratedCredit-ready Health Profession  Loans;and Residency Credit-ready Health Profession Loans, [**]%.

30.   withrespect to Campus One Gold Undergraduate Creditworthy Expanded Tier Loans,[**]% for [**]

31.   withrespect to Campus One Gold Graduate Creditworthy Expanded Tier Loans, [**]% for[**];

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32.   withrespect to Campus One Gold Creditworthy Health Profession Expanded Tier Loans,[**]% for [**].

**WITH RESPECT TO CAMPUS ONE LOANS (SERVICED AT ACS):**

33.   withrespect to Campus One Loan Program Continuing Education Creditworthy Loans,[**]% for [**];

34.   withrespect to Campus One Loan Program Undergraduate Creditworthy Loans, [**]% for[**];

35.   withrespect to Campus One Loan Program Graduate Creditworthy Loans, [**]% for [**];

36.   withrespect to Campus One Loan Program Graduate Credit-ready Loans, [**]%;

**WITH RESPECT TO CAMPUS ONE LOANS (SERVICED AT GREATLAKES):**

37.   withrespect to Campus One Loan Program Continuing Education Creditworthy Loans,[**]% for [**];

38.   withrespect to Campus One Loan Program Undergraduate Creditworthy Loans, [**]% for[**];

39.   withrespect to Campus One Loan Program Graduate Creditworthy Loans, [**]% for [**];

40.   withrespect to Campus One Undergraduate Creditworthy Expanded Tier Loans, [**]% for[**]

41.   withrespect to Campus One Graduate Creditworthy Expanded Tier Loans, [**]% for[**];

42.   withrespect to Campus One Creditworthy Health Profession Expanded Tier Loans, [**]%for [**].

43.   withrespect to Campus One Loan Program Graduate Credit-ready Loans, [**]%;

44.   withrespect to Campus One Loan Program Undergraduate Creditworthy Health Profession Loans; GraduateCreditworthy Health Profession Loans; Accelerated Creditworthy Health ProfessionLoans; and Residency Creditworthy Health Profession Loans; [**]% for [**];

45.   withrespect to Campus One Loan Program Graduate Credit-ready Health ProfessionLoans; Accelerated Credit-ready Health Profession Loans; and ResidencyCredit-ready Health Profession Loans, [**]%;

(e)          MINUS [**] Advanced Fees(as defined in Schedule 3.3 to the Guaranty Agreement) reimbursed to Lender byTERI [**].

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