0000950123-09-001278 Sample Contracts

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN _____ YEAR-END RSU AWARD
Award Agreement • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the ___Year-End award (this “Award”) of RSUs (“Year-End RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN ____ PERFORMANCE- BASED ONE-TIME RSU AWARD
Stock Incentive • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of this special ___ performance-based 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN _____ YEAR-END FRENCH ALTERNATIVE RSU AWARD
Award Agreement • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the ___Year-End award (this “Award”) of French Alternative RSUs (“Year-End French Alternative RSUs”), which is comprised of “Base” Year-End 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 MAKE-WHOLE ONE-TIME RSU AWARD
Award Agreement • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of this special ___make-whole 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN _____YEAR-END OPTION AWARD
Award Agreement • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the ___Year-End award (this “Award”) of Nonqualified Stock Options (“Year-End Options”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR __________
Stock Incentive Plan Outside Director • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

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

COLLATERAL AGREEMENT dated as of November 28, 2008 between GOLDMAN SACHS BANK USA, and THE GOLDMAN SACHS GROUP, INC., AS PARENT, EACH SUBSIDIARY OF THE GOLDMAN SACHS GROUP, INC. THAT IS A SIGNATORY HERETO, AS PLEDGORS and EACH OTHER PLEDGOR WHO...
Collateral Agreement • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

COLLATERAL AGREEMENT, dated as of November 28, 2008 (this “Agreement”), is made between Goldman Sachs Bank USA, a bank chartered under the Laws of the State of New York (the “Bank”), and The Goldman Sachs Group, Inc., a Delaware corporation (the “Parent”), each Subsidiary of the Parent that is a signatory hereto and, each other party who becomes a Pledgor pursuant to this Agreement from time to time (each of the Parent, each such Subsidiary and each such other pledgor, a “Pledgor”).

Letterhead of The Goldman Sachs Group, Inc.]
Goldman Sachs Group Inc • January 27th, 2009 • Security brokers, dealers & flotation companies • New York

The Goldman Sachs Group, Inc. (“GS Group”) has entered into a letter agreement, dated October 26, 2008 (including the Securities Purchase Agreement – Standard Terms incorporated by reference therein, the “Securities Purchase Agreement”), with the United States Department of Treasury (“Treasury”) as part of GS Group’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”).

GENERAL GUARANTEE AGREEMENT
General Guarantee Agreement • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This General Guarantee Agreement, dated November 24, 2008 (this “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 Bank (Europe) PLC, a public company with limited liability incorporated in Ireland and a subsidiary of the Guarantor (the “Company”), may owe any Obligations (as defined below) from time to time. In this Guarantee, the “Company” shall also mean any banking subsidiary of the Guarantor, whether now existing or hereafter formed, that succeeds to the business of Goldman Sachs Bank (Europe) PLC.

AMENDMENTS TO DIRECTOR AWARD AGREEMENTS UNDER THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (Effective December 31, 2008)
Stock Incentive Plan • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies

Each of the “Director Award Agreements” (as defined below) for awards of restricted stock units granted under The Goldman Sachs Amended and Restated Stock Incentive Plan is hereby amended, as set forth below, effective December 31, 2008. These Amendments apply only to United States taxpayers.

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR __________
Stock Incentive Plan Outside Director • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of an award granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”) of Options to purchase shares of Common Stock (“Shares”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN ____ YEAR-END SUPPLEMENTAL RSU AWARD
Stock Incentive • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the ___Year-End award (this “Award”) of Supplemental RSUs (“Year-End Supplemental RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

GUARANTEE AGREEMENT
Guarantee Agreement • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies

GUARANTEE AGREEMENT, dated as of November 28, 2008 (this “Agreement”), between The Goldman Sachs Group, Inc., a Delaware corporation (the “Parent”), and Goldman Sachs Bank USA, a bank chartered under the Laws of the State of New York (together with its predecessors, the “Bank”).

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