8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 27, 2005

The First Marblehead Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31825	04-3295311
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation	File Number)	Identification No.)
The Prudential Tower
800 Boylston Street, 34th Floor
Boston, MA		02119-8157
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (800) 895-4283
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 27, 2005, Daniel Maxwell Meyers resigned, effective immediately, as Chief Executive Officer, Chairman of the Board of Directors, and a director of The First Marblehead Corporation (the “Corporation”).Jack L. Kopnisky will serve as Chief Executive Officer of the Corporation effective September 27, 2005.

Mr. Kopnisky, age 49, has served as the President and Chief Operating Officer of the Corporation since September 6, 2005. Prior to joining the Corporation, Mr. Kopnisky served as the President of the Consumer Banking Group at KeyCorp, a financial services firm, where he was responsible for retail banking, business banking, consumer finance and community development from June 2000 to August 2005.  During those years, Mr. Kopnisky also served as Chief Executive Officer and President of KeyBank USA’s Consumer Finance business, which included auto, student, mortgage, recreational and home equity lending.

On August 19, 2005, the Corporation entered into a letter agreement (the “Offer Letter”) with Mr. Kopnisky that summarizes the compensatory arrangements relating to Mr. Kopnisky’s employment with the Corporation. Mr. Kopnisky will receive an annual base salary of $500,000, and Mr. Kopnisky’s target bonus will be 100% of his base salary. On September 6, 2005, Mr. Kopnisky was granted, at no cost, 75,000 restricted stock units pursuant to the Corporation’s 2003 stock incentive plan. Once vested, each restricted stock unit represents the right to receive one share of the Corporation’s common stock. One-third of the original number of restricted stock units will vest on the second anniversary of the grant date and one-third will vest on each succeeding anniversary of the grant date until the fourth anniversary of the grant date.  In addition, the Corporation will provide Mr. Kopnisky with relocation assistance in connection with his move from Northeastern Ohio to the Boston area.

Mr. Kopnisky’s employment is terminable by either the Corporation or Mr. Kopnisky. Under the terms of the Offer Letter, if Mr. Kopnisky’s employment is terminated by the Corporation without cause, the Corporation will provide Mr. Kopnisky with severance benefits in the form of (i) continuation of base salary, (ii) reimbursement for continuation of health and dental coverage pursuant to the federal COBRA law for one year and (iii) payment at the time of payout of bonuses under the Corporation’s executive incentive compensation plan (the “Plan”) of an amount equal to the bonus Mr. Kopnisky would have been eligible to receive, pro-rated based upon the number of months during which Mr. Kopnisky was actively employed during the applicable fiscal year.

A subcommittee of the Compensation Committee of the Board designated Mr. Kopnisky as a “covered employee” under the Plan for the fiscal year ending June 30, 2006 (“Fiscal 2006”) and determined that Mr. Kopnisky is eligible to receive an Annual Incentive Award (as defined in the Plan) for Fiscal 2006 up to 6.25% of the incentive pool established under the Plan.

Effective September 27, 2005, William R. Berkley, currently the Lead Director of the Board, will also serve as Interim Chairman of the Board.  If Peter B. Tarr is re-elected as a director of the Corporation at the 2005 annual meeting of stockholders, to be held on October 27, 2005, the Board expects to elect Mr. Tarr as Chairman of the Board as soon as practicable after the meeting.

Item 7.01.  Regulation FD Disclosure.

The full text of the Corporation’s press release issued in connection with the announcement of Mr. Meyers’ resignation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

(d)Exhibits

The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

99.1Press release entitled “First Marblehead Announces Resignation of Chairman and Chief Executive Officer; Jack Kopnisky to Become Chief Executive Officer,” issued by the Corporation on September 27, 2005.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE FIRST MARBLEHEAD CORPORATION
Date: October 3, 2005	By:	/s/ Peter B. Tarr
		Peter B. Tarr   Vice Chairman and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release entitled “First Marblehead Announces Resignation of Chairman and Chief Executive Officer; Jack Kopnisky to Become Chief Executive Officer,” issued by the Corporation on September 27, 2005.

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EX-99.1

Exhibit 99.1

Company Contact:	The Dilenschneider Group
Donald R. Peck, CFO	Andrew Komendantov, Media Relations
617-638-2000	617-638-2000
	212-922-0900
	FOR IMMEDIATE RELEASE

FIRST MARBLEHEAD ANNOUNCES RESIGNATION OF

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

—Jack Kopnisky to become Chief Executive Officer—

BOSTON, MA – September 27, 2005 – The First Marblehead Corporation (NYSE: FMD), a leading provider of outsourcing services for private, non-governmental education lending, announced today that its Board of Directors has accepted the resignation of Daniel M. Meyers as Chairman of the Board of Directors and Chief Executive Officer, effective immediately.

First Marblehead also announced that Jack L. Kopnisky, President and Chief Operating Officer, has been elected to the additional position of Chief Executive Officer of the firm, and that William R. Berkley has been elected as interim Chairman of the Board, both effective immediately.  Mr. Berkley is currently the Company’s Lead Director and has been on the Board since 1995.  He plans to serve as interim Chairman until the Annual Meeting of Stockholders scheduled to be held on October 27, 2005, and plans to remain a director thereafter.  Prior to joining First Marblehead, Mr. Kopnisky served as President of the Consumer Banking Group at KeyCorp, the Cleveland, Ohio-based bank, where he ran 25 operations with 9,000 employees in 13 states focusing on 3 million consumer and business customers.  Mr. Kopnisky also served as CEO and President of KeyBank USA’s Consumer Finance business, including auto, recreation, mortgage, home equity and educational lending.

The Board of Directors accepted Mr. Meyers’ resignation after learning that he had exchanged gifts with a former employee of a major client of the firm.  Mr. Meyers has informed the Board that he purchased the gifts with his personal funds, and that the gifts had an aggregate value of approximately $32,000.  The Company has reviewed its records and believes that no corporate funds were involved in this matter.  Mr. Meyers has informed the Board that he has not purchased gifts for any representatives of any other First Marblehead clients.

In accepting the resignation, the Board thanked Mr. Meyers for his many years of service since co-founding the firm in 1991, and for his leadership and dedication in managing the growth of the Company.

About First Marblehead Corporation

First Marblehead provides outsourcing services for private, non-governmental education lending in the United States. The Company helps meet the growing demand for private education loans by providing national and regional financial institutions and educational institutions, as well as businesses and other enterprises, with an integrated suite of design, implementation and securitization services for student loan programs tailored to meet the needs of their respective customers, students, employees and members.

This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  Any forward-looking statements contained herein, including statements related to our outlook for the industry, and our performance for fiscal year 2006 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations.  The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved.  These forward-looking statements represent First Marblehead’s expectations as of September 27, 2005.  Subsequent events may cause our expectations to change, and we disclaim any obligation to update the forward-looking statements in the future.  You are cautioned that matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, regulatory and competitive and other factors that may cause First Marblehead’s performance or achievements to be materially different than those expressed or implied by forward-looking statements.  Important factors that could cause First Marblehead’s actual results to differ from its expectations include the factors set forth under the caption “Factors That May Affect Future Results” in First Marblehead’s annual report on Form 10-K filed with the Securities and Exchange Commission on September 7, 2005.  These risks could cause actual results of the industry or our actual results for fiscal year 2006 and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company.

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