Exhibit 10.13


 


FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT


 


This FIRST AMENDMENT (the “Amendment”) is entered
into as of July 22, 2010 by and between The First Marblehead Corporation,
a Delaware corporation (the “Company”), and Daniel Maxwell Meyers (the “Indemnitee”)
with regard to that certain Indemnification Agreement dated as of August 18,
2008 by and between the Company and the Indemnitee (the “Agreement”).  Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement.


 


WITNESSETH


 


WHEREAS,
the Agreement does not expressly restrict the Company from making a “prohibited
indemnification payment” as such term is defined in 12 C.F.R. §359.1(l) (a
“Prohibited Indemnification Payment”); and


 


WHEREAS,
no insured depository institution or depository institution holding company is
permitted to make or agree to make any Prohibited Indemnification Payment,
except as provided in 12 C.F.R. §359.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Amendment
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Indemnitee hereby agree to amend
certain provisions of the Agreement as follows:


 


1.             Section 4
of the Agreement is amended, effective as of August 18, 2008, by adding a
new subsection (d):


 


“(d)         Regulatory Prohibition.  The Company and Indemnitee hereby acknowledge
and agree that notwithstanding anything to the contrary contained herein, for
so long as the Company is a depository institution or depository institution
holding company: (i) the Company shall not make or agree to make to
Indemnitee any “prohibited indemnification payment” (as that term is defined in
12 C.F.R. § 359.1(l)), except as provided in any provision of 12 C.F.R. § 359
(the “Regulation”) or any regulation adopted by the Federal Deposit Insurance
Corporation (or any other federal regulatory agency with responsibility for the
application of such regulations) after the date of the Amendment that provides
additional or broader exceptions to the definition of “prohibited
indemnification payment” or to a similar or successor term within such
regulation, and (ii) as used herein, the terms “Indemnifiable Expenses,” “Indemnifiable
Liabilities” and “Indemnifiable Amounts” shall exclude any such “prohibited
indemnification payment” to the extent required by the Regulation.”


 


2.             Except as
specifically amended by this Amendment, the Agreement shall remain in full
force and effect in accordance with its terms.


 


3.             This Amendment
may be executed in any number of counterparts, each of which when so executed
and delivered shall be taken to be an original; but such counterparts shall
together constitute one and the same document.


 


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IN
WITNESS WHEREOF, the parties have executed and delivered this First Amendment
to the Indemnification Agreement as of the date first above written.


 


 


	
   

  	
  THE
  FIRST MARBLEHEAD CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory M. Woods

  
	
   

  	
   

  	
  Gregory
  M. Woods

  
	
   

  	
   

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Daniel Meyers

  
	
   

  	
  Daniel
  Meyers