Common Contracts

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

• Contract Type
  Stock Incentive
• Filed
  January 27th, 2009
• Company
  Goldman Sachs Group Inc
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  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 ____ INCENTIVE ONE- TIME RSU AWARD

Stock Incentive • January 27th, 2009 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

• Contract Type
  Stock Incentive
• Filed
  January 27th, 2009
• Company
  Goldman Sachs Group Inc
• Industry
  Security brokers, dealers & flotation companies
• Jurisdiction
  New York

This Award Agreement sets forth the terms and conditions of this special ___incentive 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”).