0000950123-09-006141 Sample Contracts

The Goldman Sachs Group, Inc. Medium-Term Notes, Series D Amended and Restated Distribution Agreement
Distribution Agreement • April 6th, 2009 • Goldman Sachs Capital V • 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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AMENDMENT NO. 1 TO THE MEDIUM-TERM NOTES, SERIES B AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • April 6th, 2009 • Goldman Sachs Capital V • Security brokers, dealers & flotation companies • New York

AMENDMENT NO. 1, dated as of April 6, 2009 (“Amendment No. 1”), between The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), and Goldman, Sachs & Co., to that certain Amended and Restated Distribution Agreement, dated October 10, 2008, relating to the Company’s Medium-Term Notes, Series B (the “Agreement”).

AMENDMENT NO. 1 TO THE MEDIUM-TERM NOTES, SERIES D AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • April 6th, 2009 • Goldman Sachs Capital V • Security brokers, dealers & flotation companies • New York

AMENDMENT NO. 1, dated as of April 6, 2009 (“Amendment No. 1”), between The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), and Goldman, Sachs & Co., to that certain Amended and Restated Distribution Agreement, dated October 10, 2008, relating to the Company’s Medium-Term Notes, Series D (the “Agreement”).

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