Exhibit 10.2


Confidential
Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.


FIFTEENTH AMENDMENT

to

PROGRAM AGREEMENTS


JPMORGAN CHASE BANK, N.A.

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


This Fifteenth Amendment to Program Agreements (this “Fifteenth
Amendment”) is entered into as of the 2nd day of October, 2006 (the “Fifteenth Amendment
Effective Date”) and amends that certain Note Purchase Agreement, entered into
by 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 “Note
Purchase Agreement”). Capitalized terms used herein without definition shall
have the meaning set forth  for such
terms in the Note Purchase Agreement.


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


WHEREAS, FMC, JPMorgan Chase, and  TERI 
have entered into that certain Fourteenth Amendment to Program
Agreements 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 a
revised Minimum Purchase Price and  a
revised  marketing expenditure with
respect to calendar year 2007, as set forth herein below;


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:


1.             Minimum
Purchase Price. FMC and JPMorgan Chase hereby
amend and restate the Minimum Purchase Price adopted in Section III and Exhibit C
to the Thirteenth Amendment, as supplemented in Section 3 and Exhibit B
to the Fourteenth Amendment, by hereby adopting the Minimum Purchase Price set
forth on Exhibit A attached hereto and Section 2.05 of the
Note Purchase Agreement shall be deemed to be amended accordingly.


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


[**]


3.             Effectiveness.


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











Price adopted in Section III and Exhibit C
to  the Thirteenth Amendment, as
supplemented in Section 3 and Exhibit B to  the Fourteenth Amendment, shall be in effect.


(B)        Section 2
of 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 be
deemed an original, but all of which together shall constitute one and the same
document.


5.             Full
Force and Effect. The Note Purchase Agreement, as previously amended
and  as further amended herein, remains
in full force and effect and is hereby ratified and confirmed.


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

  	
  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

  






 



 2















Table
of Exhibits


	
  Exhibit A

  	
  Minimum Purchase Price

  












 


Exhibit A


MINIMUM PURCHASE
PRICE


2.05.       Minimum
Purchase Price.


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


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


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


(c)   To the
extent not paid by Advanced Fees (as defined in Schedule 3.3 of the Guaranty
Agreement):


(i)    [**] fees
paid 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 the
Purchase Transaction [**]; plus


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


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


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


WITH RESPECT TO
EDUCATION ONE LOANS (EXCLUDING CAMPUS ONE AND CORPORATE ADVANTAGE)


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


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


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


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


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


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


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


WITH RESPECT TO EDUCATION ONE CORPORATE ADVANTAGE
LOANS:


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


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


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


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











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


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


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


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


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


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


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


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


19.   with
respect to Campus One Loan Program 
Undergraduate Creditworthy Health Profession Loans; Graduate
Creditworthy Health Profession Loans; Accelerated Creditworthy Health
Profession Loans; and Residency Creditworthy Health Profession Loans; [**]% for
[**];


20.   with
respect to Campus One Loan Program Graduate Credit-ready Health Profession
Loans; Accelerated Credit-ready Health Profession Loans; and Residency
Credit-ready Health Profession Loans, [**]%;


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


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


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


24.   with
respect to Campus One Gold Loan Program Continuing Education Creditworthy
Loans, [**]% for [**];


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


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


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


28.   with
respect to Campus One Gold Loan Program Undergraduate Creditworthy Health
Profession  Loans; Graduate Creditworthy
Health Profession  Loans; Accelerated
Creditworthy Health Profession  Loans;
and Residency Creditworthy Health Profession 
Loans, [**]% in [**];


29.   with
respect to Campus One Gold Loan Program Graduate Credit-ready Health
Profession  Loans; Accelerated
Credit-ready Health Profession  Loans;
and Residency Credit-ready Health Profession 
Loans, [**]%.


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


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











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


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


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


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


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


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


WITH RESPECT TO CAMPUS ONE LOANS (SERVICED AT GREAT
LAKES):


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


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


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


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


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


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


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


44.   with
respect to Campus One Loan Program 
Undergraduate Creditworthy Health Profession Loans; Graduate
Creditworthy Health Profession Loans; Accelerated Creditworthy Health Profession
Loans; and Residency Creditworthy Health Profession Loans; [**]% for [**];


45.   with
respect to Campus One Loan Program Graduate Credit-ready Health Profession
Loans; Accelerated Credit-ready Health Profession Loans; and Residency
Credit-ready Health Profession Loans, [**]%;


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