0000950123-10-018464 Sample Contracts

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN ___ YEAR-END RSU AWARD
Award Agreement • March 1st, 2010 • 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 YEAR-END SUPPLEMENTAL RSU AWARD
Award Agreement • March 1st, 2010 • 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”).

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • March 1st, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware

This Amended and Restated Shareholders’ Agreement (this “Agreement”), among The Goldman Sachs Group, Inc., a Delaware corporation (“GS Inc.”), and the Covered Persons (hereinafter defined) listed on Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof.

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN YEAR-END FRENCH ALTERNATIVE RSU AWARD
Award Agreement • March 1st, 2010 • 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”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED ONE-TIME RSU AWARD
Award Agreement • March 1st, 2010 • 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”).

GUARANTEE AGREEMENT
Guarantee Agreement • March 1st, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies

GUARANTEE AGREEMENT, originally dated as of November 28, 2008 (this “Agreement”), and amended effective as of January 1, 2010, 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR ___ OPTION AWARD
Award Agreement • March 1st, 2010 • 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 INCENTIVE ONE-TIME RSU AWARD
Stock Incentive Plan                     incentive • March 1st, 2010 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • 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”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN MAKE-WHOLE ONE-TIME RSU AWARD
Stock Incentive Plan • March 1st, 2010 • 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 OUTSIDE DIRECTOR RSU AWARD
Stock Incentive Plan • March 1st, 2010 • 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 Date of Grant.

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