0000950123-08-012534 Sample Contracts

The Goldman Sachs Group, Inc. Medium-Term Notes, Series D Amended and Restated Distribution Agreement
Terms Agreement • October 10th, 2008 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such fiscal years;

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The Goldman Sachs Group, Inc. [Title of Debt Securities] [Form of] Underwriting Agreement
Goldman Sachs Group Inc • October 10th, 2008 • Security brokers, dealers & flotation companies • New York

Goldman, Sachs & Co., As representatives of the several Underwriters named in Schedule I hereto, 85 Broad Street, New York, New York 10004.

The Goldman Sachs Group, Inc. [Title of Debt Securities] [Form of] Underwriting Agreement
Underwriting Agreement • October 10th, 2008 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • 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.

GS Finance Corp. Medium-Term Notes, Series E fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. Distribution Agreement
Terms Agreement • October 10th, 2008 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such fiscal years;

GS FINANCE CORP. Issuer and THE GOLDMAN SACHS GROUP, INC. Guarantor to THE BANK OF NEW YORK MELLON Trustee Senior Debt Indenture Dated as of October 10, 2008
Goldman Sachs Group Inc • October 10th, 2008 • Security brokers, dealers & flotation companies • New York

SENIOR DEBT INDENTURE, dated as of October 10, 2008, among GS Finance Corp., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 85 Broad Street, New York, New York 10004, The Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Guarantor”), having its principal office at 85 Broad Street, New York, New York 10004 and The Bank of New York Mellon , a New York banking corporation, as Trustee (herein called the “Trustee”).

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