0000950123-08-000857 Sample Contracts

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN DISCOUNT STOCK PROGRAM AWARD
Award Agreement • January 29th, 2008 • 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”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR
Stock Incentive Plan Outside Director • January 29th, 2008 • 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 RSU AWARD
Award Agreement • January 29th, 2008 • 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”).

Contract
Award Agreement • January 29th, 2008 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

in this Award Agreement, and GS Inc. in any case may advise its transfer agent to place a stop order against any transfer of your Restricted Shares not in compliance with the Transfer Restrictions. Within 30 Business Days after the Transferability Date (or any other date described herein that the Transfer Restrictions are removed), GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove the Transfer Restrictions in respect of any of your Restricted Shares that have not been previously forfeited.

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN DISCOUNT STOCK PROGRAM AWARD
Stock Incentive Plan                      Discount Stock • January 29th, 2008 • 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR
Stock Incentive Plan Outside Director • January 29th, 2008 • 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 • January 29th, 2008 • 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN YEAR-END FRENCH ALTERNATIVE RSU AWARD
Award Agreement • January 29th, 2008 • 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 French Alternative 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 DISCOUNT STOCK PROGRAM AWARD
Award Agreement • January 29th, 2008 • 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN DISCOUNT STOCK PROGRAM AWARD FOR CERTAIN PERSONS PARTICIPATING IN THE GOLDMAN SACHS EMPLOYEE BENEFIT TRUST
Goldman Sachs Group Inc/ • January 29th, 2008 • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the award (your “DSP Award”) under the Discount Stock Program (the “DSP”), which is granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”), including the portion of such award granted in connection with your participation in the Goldman Sachs Employee Benefit Trust (the “EBT”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN YEAR-END RESTRICTED STOCK AWARD
Award Agreement • January 29th, 2008 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the Year-End Restricted Stock Award (this “Award”) 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 29th, 2008 • 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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