X0202 4 2003-11-14 0 0001103313 EDUCATION LENDING GROUP INC EDLG 0001221796 DEROSE ROBERT SUITE 210, 12760 HIGH BLUFF DRIVE SAN DIEGO CA 92130 1 1 0 0 Chairman and CEO Common Stock, $.001 par value per share 2003-10-24 2003-11-14 4 M 0 333 2.00 A 40333 I By the 5/29/1991 AMD Trust Option (Right to Buy) 2.00 2002-01-01 4 A 0 1000 2.00 A 2003-01-01 2012-01-01 Common 1000 1000 I By Daughter Option (Right to Buy) 2.00 2003-10-24 4 M 0 333 2.00 D 2003-01-01 2012-01-01 Common 333 667 I By Daughter Mr. deRose's daughter, the beneficiary of the 5/29/1991 AMD Trust, transferred shares of common stock she received upon exercise of her employee stock options under Education Lending Group, Inc.'s Long Term Incentive Plan into the 5/29/1991 AMD Trust on November 14, 2003. In addition, Mr. deRose owns 1,084,000 shares by the deRose Family Trust, 10,000 shares of common stock indirectly by an IRA, 25,000 shares of common stock indirectly by The deRose Foundation and 10,000 shares of restricted common stock directly. These options were granted under Education Lending Group, Inc.'s Long Term Incentive Plan and vest over a three-year period, with one-third of the options vesting on each anniversary of the grant date. Mr. deRose's daughter, the beneficiary of the 5/29/1991 AMD Trust, exercised 333 options to purchase common shares on October 24, 2003. These shares were then transferred into the 5/29/1991 AMD Trust on November 14, 2003. Mr. deRose is the Trustee of the 5/29/1991 AMD Trust. /s/ Robert deRose 2005-01-19