EX-10.69






Exhibit 10.69




AMENDMENTS TO

DIRECTOR AWARD AGREEMENTS UNDER

THE GOLDMAN SACHS AMENDED AND RESTATED

STOCK INCENTIVE PLAN

(Effective December 31, 2008)




          Each of the “Director Award Agreements” (as defined below) for awards of restricted stock
units granted under The Goldman Sachs Amended and Restated Stock Incentive Plan is hereby amended,
as set forth below, effective December 31, 2008. These Amendments apply only to United States
taxpayers.




          Capitalized terms used but not defined in these Amendments have the meanings ascribed thereto
in the applicable Director Award Agreement or in The Goldman Sachs Amended and Restated Stock
Incentive Plan. The “Director Award Agreements” to which these Amendments apply are as follows:





	 	1.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2007
Annual Grant Award Agreement;
	 
	 	2.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2007
Annual Retainer Fee Award Agreement;
	 
	 	3.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2007
Annual Retainer and Committee Chair Fee Award Agreement;
	 
	 	4.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2006
Annual Grant Award Agreement;
	 
	 	5.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2006
Annual Retainer Fee Award Agreement;
	 
	 	6.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2006
Annual Retainer and Committee Chair Fee Award Agreement;
	 
	 	7.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director Fiscal
2005 Annual Grant Award Agreement;
	 
	 	8.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2005
Annual Retainer and Committee Chair Fee Award Agreement; and
	 
	 	9.	 	The Goldman Sachs Amended and Restated Stock Incentive Plan Outside Director 2005
Annual Retainer Fee Award Agreement.





Text of Amendments:




          Each Director Award Agreement is amended by adding to each a new Paragraph 12, to read as
provided below, except in the case of the Outside Director Fiscal
2005 Annual Grant Award Agreement. In the case of the Outside Director Fiscal 2005 Annual
Grant Award Agreement, this new Paragraph shall be number 11 instead of 12, all references therein
to Paragraph 12 shall refer instead to Paragraph 11, the references in subparagraph (b) of the new
Paragraph 11 to Paragraphs 7(a) and (b) shall refer instead




 









 







to Paragraphs 6(a) and (b), and the new
Paragraph 11 shall not include a subparagraph (f) corresponding to Paragraph 12(f) below.




          “12. Compliance of Award Agreement and Plan with Section 409A. To comply with “Section
409A” (as defined in Paragraph 12(a), below), including exemptions thereunder, if you are a U.S.
taxpayer, certain provisions of this Award Agreement and of the Plan shall apply only as modified
as provided in this Paragraph 12.




               (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code,
including any amendments or successor provisions to that Section and any regulations and other
administrative guidance thereunder, in each case as they, from time to time, may be amended or
interpreted through further administrative guidance. This Award Agreement and the Plan provisions
that apply to this Award are intended and shall be construed to comply with Section 409A (including
the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of
compensation” or “deferred compensation” as those terms are defined in the regulations under
Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or
other exceptions or provisions). The Committee shall have full authority to give effect to this
intent. To the extent necessary to give effect to this intent, in the case of any conflict or
potential inconsistency between the provisions of the Plan (including, without limitation, Sections
1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall
govern, and in the case of any conflict or potential inconsistency between this Paragraph 12 and
the other provisions of this Award Agreement, this Paragraph 12 shall govern.



               (b) Delivery of Shares shall not be delayed beyond the date on which all applicable
conditions or restrictions on delivery of Shares in respect of your RSUs required by this Agreement
(including, without limitation, those specified in Paragraphs 7(a) and (b) and the consents and
other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 of
the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or
restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section
(“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to
delay delivery of Shares to a later date as may be permitted under Section 409A, including, without
limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code
Section 162(m)) and 1.409A-3(d).



               (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the
extent necessary to comply with Section 409A, any securities, other Awards or other property that
the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or
payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such
delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to
the Shares that would
otherwise have been deliverable (unless the Committee elects a later date for this purpose
pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A,
including, without limitation and to the extent applicable, the subsequent election provisions of
Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)).



2









 





               (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred
to therein shall be made after the date of death and during the calendar year that includes the
date of death (or on such later date as may be permitted under Section 409A).



               (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the
contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be
paid to you within the calendar year that includes the date of distribution of any corresponding
regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or
after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to
such regular dividend payment as would have been made in respect of the Shares underlying such
Outstanding RSUs.



               (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i)
the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory
documentation relating to your Conflicted Employment, provided that such delivery or payment shall
be made only at such time as, and if and to the extent that it, as reasonably determined by the
Firm, would not result in the imposition of any additional tax to you under Section 409A.



               (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation.



               (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by
the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in
the case of any Award that constitutes 409A deferred compensation, only to the extent that the
later delivery is permitted under Section 409A).”




3