X0202 4/A 2006-01-24 2006-01-26 0 0001262279 FIRST MARBLEHEAD CORP FMD 0001347421 Stark Sandra C/O THE FIRST MARBLEHEAD CORPORATION, 800 BOYLSTON STREET, 34TH FLOOR BOSTON MA 02199 0 1 0 0 EVP, Business Development Restricted Stock Units 2006-01-24 4 A 0 12000 0 A Common Stock 12000 12000 D The original Form 4, filed on January 26, 2006, reported that the restricted stock units would vest in five equal annual installments commencing on January 24, 2007, the first anniversary of the date of grant. This amended Form 4 sets forth a corrected vesting schedule. Each restricted stock unit represents the right to receive one share of common stock on the applicable vesting date. One-third of the original number of restricted stock units will vest on each of the third, fourth and fifth anniversaries of the date of grant. Vested shares will be issued to the reporting person as soon as practicable after each vesting date. /s/ Sandra M. Stark 2007-01-08