THE FIRST MARBLEHEAD CORPORATION EXECUTIVE INCENTIVE COMPENSATION PLAN

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Exhibit 10.11

THE FIRST MARBLEHEAD CORPORATION

EXECUTIVE INCENTIVE COMPENSATION PLAN

Contents

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THE FIRST MARBLEHEAD CORPORATION

EXECUTIVE INCENTIVE COMPENSATION PLAN

Article 1. Name

        This plan shall be known as the "Executive Incentive Compensation Plan" (the "Plan").

Article 2. Purpose and Intent

        The First Marblehead Corporation established this Plan effective July 1, 2004 for the purpose of providing certain of its executive officers with annual and long-term incentive compensation based on the annual or long-term performance of the Company measured by an objective corporate performance measure(s). The intent of the Plan is to provide "performance-based compensation" within the meaning of Section 162(m)(4)(C) of the Code. The provisions of the Plan shall be construed and interpreted to effectuate such intent.

Article 3. Definitions

        For purposes of the Plan, the following terms shall have the following meanings:

        3.1     "Affiliate" means any corporation, partnership, limited liability company or partnership, association, trust or other entity or organization which, directly or indirectly, controls, is controlled by, or is under common control with the Company. For purposes of the preceding sentence, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than fifty percent (50%) of the securities having ordinary voting power for the election of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities or by contract or otherwise.

        3.2     "Annual Incentive Award" means an award to a Covered Employee pursuant to Article 6 and which covers a period of time equal to or less than twelve (12) months.

        3.3     "Board" or "Board of Directors" means the Board of Directors of the Company.

        3.4     "Code" means the Internal Revenue Code of 1986, as amended from time to time, and references thereto shall include the valid Treasury regulations thereunder.

        3.5     "Committee" means all of the members of the Compensation Committee of the Board, or any other committee delegated by the Board or the Compensation Committee of the Board to handle compensation matters, who are Outside Directors.

        3.6     "Company" means The First Marblehead Corporation, a Delaware corporation, and any successor thereto.

        3.7     "Covered Employee" means any key Employee of the Company who is or may become a "Covered Employee," as defined in Section 162(m) of the Code, and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of (i) ninety (90) days after the beginning of the Plan Year for Annual Incentive Awards or the Long-Term Performance Period for Long-Term Incentive Awards, or (ii) twenty-five percent (25%) of the period of service which has elapsed, as a "Covered Employee" under the Plan for such applicable performance period.

        3.8     "Employee" means any employee of the Company, its Affiliates, and/or its Subsidiaries.

        3.9     "Long-Term Incentive Award" means an award granted to a Covered Employee pursuant to Article 7 and which covers a Long-Term Performance Period.

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        3.10   "Long-Term Performance Period" means a period of time greater than twelve (12) months during which performance goal(s) established by the Committee based on one or more Performance Measures must be met.

        3.11   "Operating Income" means, with respect to a Plan Year, "income from operations" of the Company determined by the Company's certified public accountants in accordance with generally accepted accounting principles for purposes of inclusion in the Company's Annual Report to Stockholders for such Plan Year. The determination of Operating Income by the Company's certified public accountants shall be final and binding on all persons.

        3.12   "Outside Director" means a member of the Board who is an "outside director" within the meaning of Section 162(m)(4)(C)(i) of the Code and regulations promulgated thereunder.

        3.13   "Performance-Based Compensation" means compensation that satisfies the requirements of Section 162(m) of the Code for deductibility of remuneration paid to Covered Employees as "performance-based compensation".

        3.14   "Performance Measures" means measures as described in Article 8 on which the performance goals are based and which are approved by the Company's shareholders pursuant to this Plan in order to qualify Long-Term Incentive Awards as Performance-Based Compensation.

        3.15   "Plan Year" means the shorter of the (i) fiscal year of the Company beginning July 1 and ending June 30, or (ii) the period of service.

        3.16   "Subsidiary" means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

Article 4. Administration

        The Committee shall be responsible for administering the Plan. The Committee shall have all of the powers necessary to enable it to properly carry out its duties under the Plan. Not in limitation of the foregoing, the Committee shall have the power to construe and interpret the Plan and to determine all questions that shall arise thereunder. The Committee shall have such other and further specified duties, powers, authority, and discretion as are elsewhere in the Plan either expressly or by necessary implication conferred upon it. The Committee may appoint such agents, who need not be members of the Committee, as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Committee may deem expedient or appropriate that are not inconsistent with the intent of the Plan or the requirements of Section 162(m). The decision of the Committee upon all matters within its scope of authority shall be final and conclusive on all persons, except to the extent otherwise provided by law.

Article 5. Applicable Limits

         5.1    Annual Incentive Award.     The maximum aggregate amount awarded or credited in any one Plan Year to a Covered Employee with respect to an Annual Incentive Award shall be determined in accordance with Section 6.1.

         5.2    Long-Term Incentive Awards.     The maximum aggregate amount awarded or credited in any one Plan Year to a Covered Employee with respect to Long-Term Incentive Awards to a Covered Employee in a Plan Year may not exceed ten million dollars ($10,000,000).

Article 6. Annual Incentive Awards

         6.1    Establishment of Incentive Pool.     The Committee may designate Covered Employees who are eligible to receive a monetary payment in any Plan Year based on a percentage of an incentive pool

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equal to five percent (5%) of the Company's Operating Income for the Plan Year. The Committee shall allocate an incentive pool percentage to each designated Covered Employee for each Plan Year. In no event may (i) the incentive pool percentage for any one Covered Employee exceed fifty percent (50%) of the total pool, and (ii) the sum of the incentive pool percentages for all Covered Employees cannot exceed one hundred percent (100%) of the total pool.

         6.2    Determination of Covered Employees' Portions.     As soon as possible after the determination of the incentive pool for a Plan Year, the Committee shall calculate each Covered Employee's allocated portion of the incenti