GS Finance Corp. Sample Contracts

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The Goldman Sachs Group, Inc. [Title of Debt Securities] [Form of] Underwriting Agreement
Underwriting Agreement • September 19th, 2011 • GS Finance Corp. • Asset-backed securities • New York

The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $ principal amount of the [Title of Debt Securities] specified above (the “Securities”), which are further described in Schedule III hereto.

The Goldman Sachs Group, Inc. [Title of Preferred Stock] [FORM OF] Underwriting Agreement
Underwriting Agreement • September 19th, 2011 • GS Finance Corp. • Asset-backed securities • New York

The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Preferred Shares that are specified in Schedule III hereto (the “[Preferred] Shares”) [and are represented by depositary shares (the “Depositary Shares”) deposited against delivery of Depositary Receipts (the “Depositary Receipts”) evidencing the Depositary Shares that are to be issued by as depositary (the “Depositary”) under the Deposit Agreement, dated , 20 , among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Share represents beneficial ownership of a fraction of a Preferred Share, as specified in Schedule III to this Agreement]. [The Depositary Shares and the Preferred Shares represented thereby are collectively called the “Shares”.] The Shares consist of (i) an aggregate of [Depositary

The Goldman Sachs Group, Inc. [Title of Debt Securities] [Form of] Underwriting Agreement
Underwriting Agreement • September 19th, 2011 • GS Finance Corp. • Asset-backed securities • New York

The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $ principal amount of the [Title of Debt Securities] specified above (the “Securities”), which are further described in Schedule III hereto.

Letterhead of Sullivan & Cromwell LLP] September 19, 2011
General Guarantee Agreement • September 19th, 2011 • GS Finance Corp. • Asset-backed securities
Letterhead of Sullivan & Cromwell LLP] September 19, 2011
General Guarantee Agreement • September 19th, 2011 • GS Finance Corp. • Asset-backed securities
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