0000950123-06-001208 Sample Contracts

GENERAL GUARANTEE AGREEMENT
General Guarantee Agreement • February 7th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This General Guarantee Agreement, dated January 30, 2006 (the “Guarantee”), is made by The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, in favor of each person (each, a “Party”) to whom Goldman, Sachs & Co., a New York limited partnership and a subsidiary of the Guarantor (the “Company”), may owe any Obligations (as defined below) from time to time.

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN DISCOUNT STOCK PROGRAM AWARD
Stock Incentive Plan Discount Stock • February 7th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the award of RSUs under the Discount Stock Program (“DSP RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN DISCOUNT STOCK PROGRAM AWARD
Stock Incentive Plan Discount Stock • February 7th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the award of RSUs under the Discount Stock Program (“DSP RSUs”) under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN ONE-TIME RSU AWARD
Award Agreement • February 7th, 2006 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of this special one-time award (this “Award”) of restricted stock units (“One-time RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

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