0000950123-07-001332 Sample Contracts

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN ____ DISCOUNT STOCK PROGRAM AWARD
Award Agreement • February 6th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies

This Award Agreement sets forth the terms and conditions of the award (“DSP 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”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR
Stock Incentive Plan Outside Director • February 6th, 2007 • 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 ONE-TIME RSU AWARD
Award Agreement • February 6th, 2007 • 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN YEAR-END RSU AWARD
Award Agreement • February 6th, 2007 • 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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Managing Director Agreement • February 6th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Managing Director Agreement sets forth certain terms and conditions of your employment as a Managing Director of The Goldman Sachs Group, Inc. (“GS”) or one or more of its subsidiaries and affiliates (GS and its subsidiaries and affiliates, and its and their predecessors and successors, are hereinafter referred to as the “Firm”). Certain capitalized terms are defined in Section 10 below.

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR
Award Agreement • February 6th, 2007 • 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 .

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN DISCOUNT STOCK PROGRAM AWARD
Stock Incentive Plan       Discount Stock • February 6th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the award (“DSP 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”).

SECOND AMENDMENT TO AGREEMENT RELATING TO NONCOMPETITION AND OTHER COVENANTS
Goldman Sachs Group Inc/ • February 6th, 2007 • Security brokers, dealers & flotation companies

Reference is made to the Agreement Relating to Noncompetition and Other Covenants, dated as of May 7, 1999, by and between GS Inc. and the Executive, as amended effective November 27, 2004 (the “Noncompetition Agreement”), which Noncompetition Agreement is hereby amended as follows.

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN YEAR-END OPTION AWARD
Award Agreement • February 6th, 2007 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies

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”).

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