Exhibit
10.1


GOLDMAN
SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 | TEL:  212-902-1000


Opening Transaction


	
  To:

  	
   

  	
  National Semiconductor
  Corporation

  2900 Semiconductor Drive

  PO Box 58090

  Santa Clara, California 95052

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Accelerated Stock Buyback

  
	
   

  	
   

  	
   

  
	
  Ref. No:

  	
   

  	
  As provided in the Supplemental Confirmation

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  June 7, 2007

  



 


This master confirmation (“Master Confirmation”)
dated as of June 7, 2007 is intended to supplement the terms and provisions of
certain Transactions (each, a “Transaction”)
entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and National Semiconductor Corporation (“Counterparty”).  This
Master Confirmation, taken alone, is neither a commitment by either party to
enter into any Transaction nor evidence of a Transaction.  The terms of any particular Transaction shall
be set forth in a Supplemental Confirmation in the form of Annex A hereto,
which references this Master Confirmation (the “Supplemental
Confirmation”).  This Master
Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation”
as referred to in the Agreement specified below.


The definitions and provisions contained in the 2002 ISDA Equity
Derivatives Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Master Confirmation. 
This Master Confirmation and each Supplemental Confirmation evidence a
complete binding agreement between the Counterparty and GS&Co. as to the
subject matter and terms of each Transaction to which this Master Confirmation
and the related Supplemental Confirmation relate and shall supersede all prior
or contemporaneous written or oral communications with respect thereto.


This Master Confirmation and each Supplemental Confirmation supplement,
form a part of, and are subject to an agreement in the form of the 1992 ISDA
Master Agreement (Multicurrency-Cross Border) (the “Agreement”)
as if GS&Co. and Counterparty had executed the Agreement on the date of
this Master Confirmation (but without any Schedule except for (i) the
election of Loss and Second Method for purposes of Section 6(e) of the
Agreement, New York law (without regard to the conflicts of law principles) as
the governing law and US Dollars (“USD”) as the
Termination Currency, (ii) the election that subparagraph (ii) of
Section 2(c) will not apply to Transactions, (iii) the replacement of
the word “third” in the last line of Section 5(a)(i) with the word “first”
and (iv) the election that the “Cross Default” provisions of Section 5(a)(vi)
shall apply to Counterparty, with a “Threshold Amount” of USD 50 million).


All provisions contained or incorporated by reference in the Agreement
shall govern this Master Confirmation and each Supplemental Confirmation except
as expressly modified herein or in the related Supplemental Confirmation.


If, in relation to any Transaction to which this Master Confirmation
and related Supplemental Confirmation relate, there is any inconsistency
between the Agreement, this Master Confirmation, any Supplemental Confirmation
and the Equity Definitions, the following will prevail for purposes of such
Transaction in the order of precedence indicated: (i) such Supplemental
Confirmation; (ii) this Master Confirmation; (iii) the Agreement; and (iv) the
Equity Definitions.












1.                                       On
the third Clearance System Business Day following the Trade Date for each
Transaction (the “Initial Settlement Date”),
GS&Co. will deliver to Counterparty a number of Shares equal to the Number
of Shares for the relevant Transaction, and Counterparty will pay to GS&Co.
cash in immediately available funds in an amount to be specified in the
Supplemental Confirmation (the “Initial Purchase Price”)
equal to the product of the Forward Price (as set forth below) and the Number
of Shares.  The additional terms of each
Transaction set forth below are intended to be in substance and effect an
adjustment to the Initial Purchase Price. 
Solely for the purposes of the Equity Definitions, each Transaction
shall be treated as if it were a Share Forward Transaction.  However, the parties acknowledge that the
Transaction is a Share buyback transaction and is not intended to effect a net
issuance of shares or raise equity capital for Counterparty.  Set forth below are the terms and conditions
which, together with the terms and conditions set forth in each Supplemental
Confirmation (in respect of each relevant Transaction), shall govern each such
Transaction.


	
  General
  Terms:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trade Date:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  Seller:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Buyer:

  	
   

  	
  GS&Co.

  
	
   

  	
   

  	
   

  
	
  Shares:

  	
   

  	
  Common Stock, $0.50 par value, of Counterparty
  (Ticker: NSM)

  
	
   

  	
   

  	
   

  
	
  Number of
  Shares:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  Forward Price:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  Prepayment:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Variable
  Obligation:

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  Exchange:

  	
   

  	
  New York Stock Exchange

  
	
   

  	
   

  	
   

  
	
  Related
  Exchange(s):

  	
   

  	
  All Exchanges

  
	
   

  	
   

  	
   

  
	
  Market
  Disruption Event:

  	
   

  	
  The definition of “Market Disruption Event” in
  Section 6.3(a) of the Equity Definitions is hereby amended by replacing the
  words “at any time during the one-hour period that ends at the relevant
  Valuation Time” in the third line thereof with the words “at any time on any
  Scheduled Trading Day during the Valuation Period or” after the word
  “material”.

  
	
   

  	
   

  	
   

  
	
  Counterparty Additional

  Payment Amount:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation. Counterparty shall pay the Counterparty Additional
  Payment Amount to GS&Co. on the Initial Settlement Date.

  
	
  Valuation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Valuation
  Period:

  	
   

  	
  Each Scheduled Trading Day during the period
  commencing on and including the Valuation Period Start Date, to and including
  the Valuation Date (but excluding any day(s) on which the Valuation Period is
  suspended in accordance with Section 5 herein).

  



 



 2
 








 


	
  

  	
   

  	
  Notwithstanding anything to the contrary in the
  Equity Definitions, to the extent that a Disrupted Day occurs in the Valuation Period, the
  Calculation Agent may postpone the Valuation Date. In such event, the
  Calculation Agent must determine whether (i) such Disrupted Day is a Disrupted
  Day in full, in which case such Disrupted Day shall not be included for
  purposes of determining the Settlement Price, or (ii) such Disrupted Day is a
  Disrupted Day only in part, in which case the VWAP Price for such Disrupted
  Day shall be determined by the Calculation Agent based on Rule 10b-18
  eligible transactions in the Shares on such Disrupted Day effected before the
  relevant Market Disruption Event occurred and/or after the relevant Market
  Disruption Event ended, and the weighting of the VWAP Prices for the relevant
  Scheduled Trading Days during the Valuation Period shall be adjusted by the
  Calculation Agent for purposes of determining the Settlement Price, with such
  adjustments based on, among other factors, the duration of any Market
  Disruption Event and the volume, historical trading patterns and price of the
  Shares.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If a Disrupted Day occurs during the Valuation
  Period, and each of the nine immediately following Scheduled Trading Days is
  a Disrupted Day, then the Calculation Agent, in its discretion, may either
  (i) deem such ninth
  Scheduled Trading Day to be an Exchange Business Day and determine the
  VWAP Price for such ninth Scheduled Trading Day and adjust the weighting of
  the VWAP Prices for the relevant Scheduled Trading Days during the Valuation
  Period as it deems appropriate for purposes of determining the Settlement
  Price based on, among other factors, the duration of any Market Disruption
  Event and the volume, historical trading patterns and price of the Shares or
  (ii) disregard such day for purposes of determining the Settlement Price and
  further postpone the Valuation Date as it deems appropriate to determine the
  VWAP Price.

  
	
   

  	
   

  	
   

  
	
  Valuation Date:

  	
   

  	
  For each Transaction, the Scheduled Valuation Date
  set forth in the Supplemental Confirmation (as the same may be postponed in
  accordance with the provisions hereof); provided that
  if a “Termination Date” under the Related Collared ASB Transaction (as
  defined in the Supplemental Confirmation for such Transaction) occurs prior
  to the Scheduled Valuation Date, such “Termination Date” (the “Accelerated Valuation Date”) shall be the
  Valuation Date for such Transaction.

  
	
   

  	
   

  	
   

  
	
  Valuation Period
  Start Date:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  First
  Acceleration Date:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  Settlement Terms:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Settlement
  Currency:

  	
   

  	
  USD

  
	
   

  	
   

  	
   

  
	
  Settlement
  Method Election:

  	
   

  	
  Applicable; provided that
  (a) Section 7.1 of the Equity Definitions is hereby amended by deleting
  the word

  



 



 3
 








 


	
  

  	
   

  	
  “Physical” in the sixth line thereof and replacing
  it with the words “Net Share” and (b) if the Forward Cash Settlement Amount
  is negative, the Electing Party may make a settlement method election only if
  the Electing Party represents and warrants to GS&Co. in writing on the
  date it notifies GS&Co. of its election that, as of such date, the
  Electing Party is not aware of any material non-public information concerning
  itself or the Shares and is electing the settlement method in good faith and
  not as part of a plan or scheme to evade compliance with the federal
  securities laws.

  
	
   

  	
   

  	
   

  
	
  Electing Party:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Settlement
  Method Election Date:

  	
   

  	
  The earlier of (i) the fifth Scheduled Trading Day
  immediately prior to the Scheduled Valuation Date and (ii) the Accelerated
  Valuation Date, as the case may be.

  
	
   

  	
   

  	
   

  
	
  Default
  Settlement Method:

  	
   

  	
  Cash Settlement

  
	
   

  	
   

  	
   

  
	
  Forward Cash
  Settlement Amount:

  	
   

  	
  An amount in the Settlement Currency equal to the
  Number of Shares multiplied  by an amount equal to (i) the Settlement Price minus (ii) the Forward Price.

  
	
   

  	
   

  	
   

  
	
  Settlement
  Price:

  	
   

  	
  The arithmetic mean of the VWAP Prices of the Shares
  for each Scheduled Trading Day in the Valuation Period minus
  the Settlement Price Adjustment Amount.

  
	
   

  	
   

  	
   

  
	
  Settlement Price
  Adjustment Amount:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  VWAP Price:

  	
   

  	
  For any Exchange Business Day, as determined by the
  Calculation Agent based on the New York 10b-18 Volume Weighted Average Price
  per Share for the regular trading session (including any extensions thereof)
  of the Exchange on such Exchange Business Day (without regard to pre-open or
  after hours trading outside of such regular trading session for such Exchange
  Business Day), as published by Bloomberg at 4:15 p.m. New York time (or 15
  minutes following the end of any extension of the regular trading session) on
  such Exchange Business Day, on Bloomberg page “NSM.N <Equity> AQR_SEC”
  (or any successor thereto). For purposes of calculating the VWAP Price, the
  Calculation Agent will include only those trades that are reported during the
  period of time during which Counterparty could purchase its own shares under
  Rule 10b-18(b)(2) and pursuant to the conditions of Rule 10b-18(b)(3), each
  under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such trades, “Rule
  10b-18 eligible transactions”).

  
	
   

  	
   

  	
   

  
	
  Counterparty’s Contact
  Details

  for Purpose of Giving Notice:

  	
   

  	
  To be provided by Counterparty

  
	
   

  	
   

  	
   

  
	
  GS&Co.’s Contact
  Details for

  Purpose of Giving Notice:

  	
   

  	
  Telephone No.:    (212) 902-8996

  
	
   

  	
   

  	
  Facsimile No.:      (212)
  902-0112

  
	
   

  	
   

  	
  Attention: Equity Operations: Options and
  Derivatives

  



 



 4
 








 


	
  

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
  Tracey McCabe

  
	
   

  	
   

  	
  Equity Capital Markets

  
	
   

  	
   

  	
  One New York Plaza

  
	
   

  	
   

  	
  New York, NY 10004

  
	
   

  	
   

  	
  Telephone No.:    (212) 357-0428

  
	
   

  	
   

  	
  Facsimile No.:      (212) 902-3000

  
	
   

  	
   

  	
   

  
	
  Net Share Settlement:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Share
  Settlement Procedures:

  	
   

  	
  If the Forward Cash Settlement Amount is positive,
  Net Share Settlement shall be made in accordance with the Counterparty Net
  Share Settlement Procedures attached hereto as Annex B. If the Forward Cash
  Settlement Amount is negative and Net Share Settlement applies, GS&Co.
  shall deliver to Counterparty a number of Shares equal to the Net Share
  Settlement Amount on the Net Share Settlement Date.

  
	
   

  	
   

  	
   

  
	
  GS&Co. Net
  Share Settlement:

  	
   

  	
  During the GS&Co. Share Settlement Valuation
  Period, GS&Co. or its affiliates will purchase Shares in a commercially
  reasonable manner in light of market conditions.

  
	
   

  	
   

  	
   

  
	
  Net Share
  Settlement Amount:

  	
   

  	
  A number of Shares equal to the number of Shares
  purchased by GS&Co. (or its affiliate) during the GS&Co. Share
  Settlement Valuation Period in respect of the Transaction.

  
	
   

  	
   

  	
   

  
	
  GS&Co. Share
  Settlement

  Valuation Period:

  	
   

  	
  The period starting on the Exchange Business Day
  immediately following the Valuation Date and ending on the day as of which
  GS&Co. (or its affiliate) purchases Shares in respect of the Transaction
  with an aggregate purchase price equal to the absolute value of the Forward
  Cash Settlement Amount. For the avoidance of doubt, if the Forward Cash
  Settlement Amount is positive, there will be no GS&Co. Share Settlement
  Valuation Period.

  
	
   

  	
   

  	
   

  
	
  Net Share
  Settlement Price:

  	
   

  	
  If the Forward Cash Settlement Amount is positive,
  the Relevant Price on the Net Share Valuation Date, as reduced by the per
  Share amount of the underwriting discount and/or commissions agreed to
  pursuant to the equity underwriting agreement contemplated by the
  Counterparty Net Share Settlement Procedures.

  
	
   

  	
   

  	
   

  
	
  Relevant Price:

  	
   

  	
  As provided in Section 1.23(b) of the Equity
  Definitions; provided that Section 1.23(b)
  of the Equity Definitions is hereby amended by replacing each occurrence
  therein of “the Valuation Date or Averaging Date, as the case may be,” with
  the term “such day.”

  
	
   

  	
   

  	
   

  
	
  Valuation Time:

  	
   

  	
  As provided in Section 6.1 of the Equity
  Definitions; provided that Section 6.1 of
  the Equity Definitions is hereby amended by inserting the words “Net Share
  Valuation Date,” before the words “Valuation Date” in the first and third
  lines thereof.

  
	
   

  	
   

  	
   

  
	
  Net Share
  Valuation Date:

  	
   

  	
  The Exchange Business Day immediately following the
  Valuation Date.

  



 



 5
 








 


	
  Net Share Settlement Date:

  	
   

  	
  If the Forward Cash Settlement Amount is positive,
  the date that is one Settlement Cycle immediately following the Valuation
  Date. If the Forward Cash Settlement Amount is negative, the date that is one
  Settlement Cycle immediately following the last day of the GS&Co. Share
  Settlement Valuation Period.

  
	
   

  	
   

  	
   

  
	
  Reserved Shares:

  	
   

  	
  Initially, 12,000,000 Shares. The Reserved Shares
  may be increased or decreased in a Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  Share
  Adjustments:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Potential
  Adjustment Event:

  	
   

  	
  Notwithstanding anything to the contrary in Section
  11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not
  constitute a Potential Adjustment Event.

  
	
   

  	
   

  	
   

  
	
  Extraordinary
  Dividend:

  	
   

  	
  For any calendar quarter, any dividend or
  distribution on the Shares with an ex-dividend date occurring during such
  calendar quarter (other than any dividend or distribution of the type
  described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the
  Equity Definitions) (a “Dividend”)
  the amount or value of which (as determined by the Calculation Agent), when
  aggregated with the amount or value (as determined by the Calculation Agent)
  of any and all previous Dividends with ex-dividend dates occurring in the
  same calendar quarter, exceeds the Ordinary Dividend Amount.

  
	
   

  	
   

  	
   

  
	
  Ordinary Dividend
  Amount:

  	
   

  	
  For each Transaction, as set forth in the
  Supplemental Confirmation.

  
	
   

  	
   

  	
   

  
	
  Method of
  Adjustment:

  	
   

  	
  Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  Extraordinary
  Events:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consequences of Merger Events and Tender Offer:

  
	
   

  
	
  (a)                             Share-for-Share:

  	
   

  	
  Modified Calculation Agent Adjustment

  
	
   

  	
   

  	
   

  
	
  (b)                            Share-for-Other:

  	
   

  	
  Cancellation and Payment

  
	
   

  	
   

  	
   

  
	
  (c)                             Share-for-Combined:

  	
   

  	
  Component Adjustment

  
	
   

  	
   

  	
   

  
	
  Determining
  Party:

  	
   

  	
  GS&Co.

  



 



 6
 








 


	
  Tender Offer:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Nationalization, Insolvency or Delisting:

  	
   

  	
  Cancellation and Payment; provided
  that in addition to the provisions of Section 12.6(a)(iii) of the Equity
  Definitions, it shall also constitute a Delisting if the Exchange is located
  in the United States and the Shares are not immediately re-listed, re-traded
  or re-quoted on any of the New York Stock Exchange, the American Stock
  Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or
  their respective successors); and if the Shares are immediately re-listed,
  re-traded or re-quoted on any such exchange or quotation system, such
  exchange or quotation system shall be deemed to be the Exchange.

  



 


Notwithstanding anything
to the contrary in the Equity Definitions, if, as a result of a Merger Event, a
Tender Offer, a Nationalization, an Insolvency or a Delisting, Cancellation and
Payment applies to one or more Transactions hereunder (whether in whole or in
part), an Additional Termination Event (with the Transactions (or portions
thereof) to which Cancellation and Payment applies being the Affected
Transactions, Counterparty being the sole Affected Party and the Early
Termination Date being the date on which such Transactions would be cancelled
pursuant to Article 12 of the Equity Definitions) shall be deemed to occur,
and, in lieu of Sections 12.7 and 12.8 of the Equity Definitions, Section 6 of
the Agreement shall apply to such Affected Transactions.


Additional Disruption
Events:


	
  (a)                             Change in Law:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  (b)                            Insolvency
  Filing:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  (c)                             Loss
  of Stock Borrow:

  	
   

  	
  Applicable; provided that
  Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are hereby
  amended by deleting the words “at a rate equal to or less than the Maximum
  Stock Loan Rate” and replacing them with “at a rate of return equal to or
  greater than zero”.

  
	
   

  	
   

  	
   

  
	
  Hedging Party:

  	
   

  	
  GS&Co.

  
	
   

  	
   

  	
   

  
	
  Determining
  Party:

  	
   

  	
  GS&Co.

  



 


Notwithstanding
anything to the contrary in the Equity Definitions, if, as a result of an
Additional Disruption Event, any Transaction is cancelled or terminated, an
Additional Termination Event (with such terminated Transaction(s) being the
Affected Transaction(s), Counterparty being the sole Affected Party and the
Early Termination Date being the date on which such Transaction(s) would be
cancelled or terminated pursuant to Article 12 of the Equity Definitions) shall
be deemed to occur, and, in lieu of Sections 12.7 and 12.8 of the Equity
Definitions, Section 6 of the Agreement shall apply to such Affected
Transaction(s).


	
  Non-Reliance:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Agreements and Acknowledgements Regarding Hedging
  Activities:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Additional Acknowledgements:

  	
   

  	
  Applicable

  
	
   

  	
   

  	
   

  
	
  Counterparty Net Share Settlement Upon Early
  Termination:

  	
   

  	
  Counterparty shall have the right, in its sole
  discretion, in lieu of making any payment required to be made by it pursuant
  to

  



 



 7
 








 


	
  

  	
   

  	
  Sections 6(d) and 6(e) of the Agreement
  following the occurrence of an Early Termination Date in respect of the
  Transaction (other than any Early Termination Date occurring as a result of a
  Share-for-Other or Share-for-Combined Merger Event or Tender Offer in respect
  of the portion of the consideration for the Shares consisting of cash), elect
  to settle its obligation to pay the Early Termination Amount in Shares in
  accordance with the terms, and subject to the conditions, for Net Share
  Settlement herein by giving written notice to GS&Co. of such election on
  the day that the notice fixing an Early Termination Date is effective. If
  Counterparty elects Net Share Settlement under such circumstances: (a)
  the Net Share Valuation Date shall be the Early Termination Date, (b) the Net
  Share Settlement Date shall be deemed to be the Exchange Business Day
  immediately following the Early Termination Date and (c) all references to
  Forward Cash Settlement Amount in Annex B hereto shall be deemed references
  to the Early Termination Amount.

  
	
   

  	
   

  	
   

  
	
  Early Termination Amount:

  	
   

  	
  In respect of any Early Termination Date, the
  relevant amount determined pursuant to Section 6(e) of the Agreement.

  
	
   

  	
   

  	
   

  
	
  GS&Co. Net Share Settlement Upon Early
  Termination:

  	
   

  	
  Counterparty shall have the right, in its sole
  discretion, in lieu of receiving any payment required to be made by
  GS&Co. pursuant to Sections 6(d) and 6(e) of the Agreement following the occurrence
  of an Early Termination Date in respect of the Transaction (other than any
  Early Termination Date occurring as a result of a Share-for-Other or
  Share-for-Combined Merger Event or Tender Offer in respect of the portion of
  the consideration for the Shares consisting of cash) elect, by written notice
  to GS&Co. no later than the relevant Early Termination Date, for
  GS&Co. to deliver to Counterparty a number of Shares with a value, as
  determined by the Calculation Agent, equal to the relevant Early Termination
  Amount (and the parties agree that, in making such determination of value,
  the Calculation Agent may take into account a number of factors, including
  the market price of the Shares on the date of early termination and the
  prices at which GS&Co. (or its affiliate) purchases Shares to fulfill its
  delivery obligations under this provision); provided
  that such Shares shall be delivered on a date selected by GS&Co. as
  promptly as practicable. Upon request prior to such election, GS&Co. will
  provide Counterparty with a reasonable estimate of the expected date for such
  delivery if elected.

  
	
   

  	
   

  	
   

  
	
  Transfer:

  	
   

  	
  Notwithstanding anything to the contrary in the
  Agreement, GS&Co. may assign, transfer and set over all rights, title and
  interest, powers, privileges and remedies of GS&Co. under any
  Transaction, in whole or in part, to an affiliate of GS&Co. whose
  obligations are guaranteed by The Goldman Sachs Group, Inc. without the
  consent of Counterparty.

  
	
   

  	
   

  	
   

  
	
  GS&Co. Payment Instructions:

  	
   

  	
  Chase Manhattan Bank New York

  
	
   

  	
   

  	
  For A/C Goldman, Sachs & Co.

  



 



 8
 








 


	
   

  	
   

  	
  A/C # 930-1-011483

  
	
   

  	
   

  	
  ABA: 021-000021

  
	
   

  	
   

  	
   

  
	
  Counterparty Payment Instructions:

  	
   

  	
  To be provided by Counterparty

  



 


2.                                       Calculation
Agent:  GS&Co.


3.                                       Representations,
Warranties and Covenants of GS&Co. and Counterparty.  In addition to the representations and
warranties in the Agreement, each party represents, warrants and covenants to
the other party that:


(a)          Eligible Contract Participant.  It is an
“eligible contract participant”, as defined in the U.S. Commodity Exchange Act,
as amended and (ii) is entering into each Transaction hereunder as
principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.


(b)         Accredited Investor.  Each party acknowledges that the offer and
sale of each Transaction to it is intended to be exempt from registration under
the Securities Act of 1933, as amended (the “Securities
Act”), by virtue of Section 4(2) thereof and the provisions of
Regulation D promulgated thereunder (“Regulation
D”).  Accordingly, each party
represents and warrants to the other that (i) it has the financial ability to
bear the economic risk of its investment in each Transaction and is able to
bear a total loss of its investment, (ii) it is an “accredited investor”
as that term is defined under Regulation D, and (iii) the disposition of each
Transaction is restricted under this Master Confirmation, the Securities Act
and state securities laws.


4.                                       Additional
Representations, Warranties and Covenants of Counterparty.


In addition to the representations, warranties and covenants in the
Agreement, Counterparty represents, warrants and covenants to GS&Co. that:


(a)          The purchase or writing
of each Transaction and the transactions contemplated hereby will not violate
Rule 13e-1 or Rule 13e-4 under the Exchange Act.


(b)         It is not entering into
any Transaction (i) on the basis of, and is not aware of, any material
non-public information with respect to the Shares (ii) in anticipation of, in
connection with, or to facilitate, a distribution of its securities, a self
tender offer or a third-party tender offer or (iii) to create actual or
apparent trading activity in the Shares (or any security convertible into or
exchangeable for the Shares) or to raise or depress or otherwise manipulate the
price of the Shares (or any security convertible into or exchangeable for the
Shares).


(c)          As of (i) the date
hereof and (ii) the Trade Date for each Transaction hereunder, Counterparty is
in compliance with its reporting obligations under the Exchange Act and its
most recent Annual Report on Form 10-K, together with all reports subsequently
filed by it pursuant to the Exchange Act, taken together and as amended and
supplemented to the date of this representation, do not, as of their respective
filing dates, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


(d)         Each Transaction is being
entered into pursuant to a publicly disclosed Share buy-back program and its
Board of Directors has approved the use of derivatives to effect the Share
buy-back program.


(e)          Counterparty intends
that each Transaction qualifies as an equity instrument for purposes of EITF
Issue No. 00-19 as in effect on the Trade Date. 
Notwithstanding the foregoing and without limiting the generality of
Section 13.1 of the Equity Definitions, it acknowledges that neither GS&Co.
nor any of its affiliates is making any representations or warranties or taking
any position or expressing any view with respect to the treatment of any
Transaction under any accounting standards including FASB Statements 128, 133
as amended, or 149, 150, EITF 00-19, 01-6 or EITF 03-6 (or any successor issue
statements) or under the Financial Accounting Standards Board’s Liabilities
& Equity Project.



 9
 








(f)            Counterparty
will not take any action or refrain from taking any action that would limit or
in any way adversely affect GS&Co.’s rights under the Agreement, this
Master Confirmation or any Supplemental Confirmation.


(g)                                 The Shares are not, and Counterparty will not cause the Shares to be,
subject to a “restricted period” (as defined in Regulation M promulgated under
the Exchange Act (“Regulation M”))
at any time during the Relevant Period for any Transaction unless Counterparty
has provided written notice to GS&Co. of such “restricted period” not later
than Scheduled Trading Day immediately preceding the start of first day of such “restricted period” (a “Regulation M Distribution Notice”).
Counterparty acknowledges that any such notice may cause the Valuation Period
and/or the Relevant Period to be extended or suspended pursuant to Section 5
below; accordingly, Counterparty acknowledges that its delivery of such notice
must comply with the standards set forth in Section 6 below; “Relevant Period” means, for any
Transaction, the period commencing on the first day of the Valuation Period and
ending on the fifth Exchange Business Day immediately following the end of the
Valuation Period or, if there is a GS&Co. Share Settlement Valuation
Period, the last day of the GS&Co. Share Settlement Period, or such earlier
day as elected by GS&Co. and communicated to Counterparty on such day.


(h)         Counterparty shall report each Transaction as
required under Regulation S-K and/or Regulation S-B under the Exchange Act, as
applicable.


(i)             As of the
Trade Date, the Initial Settlement Date, the Settlement Date and the Net Share
Settlement Date, if any, for each Transaction, Counterparty is not “insolvent”
(as such term is defined under Section 101(32) of the U.S. Bankruptcy Code
(Title 11 of the United States Code) (the “Bankruptcy
Code”)) and Counterparty would be able to purchase a number of
Shares equal to the Number of Shares in compliance with the laws of the
jurisdiction of Counterparty’s incorporation.


(j)             With the exception of any Collared Accelerated
Stock Buyback transaction (each, a “Collared
ASB Transaction”) evidenced by the confirmation dated June 7, 2007
between Counterparty and GS&Co. and supplemental confirmations thereto,
Counterparty has not and, during the Relevant Period for any Transaction, will
not enter into agreements similar to the Transactions described herein where
any initial hedge period, valuation period, relevant period or settlement
valuation period (each however defined) in such other transaction will overlap
at any time (including as a result of extensions in such initial hedge period,
valuation period, relevant period or settlement valuation period as provided in
the relevant agreements) with any Relevant Period under this Master
Confirmation.  In the event that the
initial hedge period, valuation period, relevant period or settlement valuation
period in any other similar transaction overlaps with any Relevant Period under
this Master Confirmation as a result of an extension of the Valuation Date
pursuant to Section 5 herein, Counterparty shall promptly amend such
transaction to avoid any such overlap.


(k)          Counterparty
is not and, after giving effect to any Transaction, will not be, required to
register as an “investment company” as such term is defined in the Investment
Company Act of 1940, as amended.


5.                                       Suspension
of Valuation Period and/or Relevant Period.


(a)                                  If
Counterparty concludes that it will be engaged in a distribution of the Shares
for purposes of Regulation M, Counterparty agrees that it will, on a day no
later than the Scheduled Trading Day immediately preceding the start of the relevant
restricted period, provide GS&Co. with a Regulation M Distribution
Notice.  If on any Scheduled Trading Day
Counterparty delivers the Regulation M Distribution Notice in writing (and
confirms by telephone) by 8:30 a.m. New York Time (the “Notification
Time”) then such notice shall be effective as of such Notification
Time.  In the event that Counterparty
delivers such Regulation M Distribution Notice in writing and/or confirms by
telephone after the Notification Time, then such notice shall be effective as
of 8:30 a.m. New York Time on the following Scheduled Trading Day or as
otherwise required by law or agreed between Counterparty and GS&Co.  Upon the effectiveness of such Regulation M
Distribution Notice, the Valuation Period and/or the Relevant Period shall be
suspended and the Valuation Date shall be postponed for each Scheduled Trading
Day in such restricted period; accordingly, Counterparty acknowledges that its
delivery of such notice must comply with the standards set forth in Section 6
below, including, without limitation, the requirement that such notice be made
at a time at which none of Counterparty or any officer, director, manager or
similar person of Counterparty is aware of any material non-public information
regarding Counterparty or the Shares.



 10
 








(b)                                 In
the event that GS&Co. concludes, in its sole discretion, that it is
appropriate with respect to any legal, regulatory or self-regulatory
requirements or related policies and procedures (whether or not such
requirements, policies or procedures are imposed by law or have been
voluntarily adopted by GS&Co.), for it to refrain from purchasing Shares on
any Scheduled Trading Day during the Valuation Period, GS&Co. may by
written notice to Counterparty elect to suspend the Valuation Period for such
number of Scheduled Trading Days as is specified in the notice.  The notice shall not specify, and GS&Co.
shall not otherwise communicate to Counterparty, the reason for GS&Co.’s
election to suspend the Valuation Period. 
The Valuation Period shall be suspended and the Valuation Date shall be
postponed for each Scheduled Trading Day occurring during any such suspension.


(c)                                  In the event that the
Valuation Period is suspended pursuant to Section 5(a) or (b) above during the
regular trading session on the Exchange, such suspension shall be deemed to be
an additional Market Disruption Event, and the second and third paragraphs
under “Valuation Period” shall apply.


6.                                       10b5-1 Plan.  Counterparty represents,
warrants and covenants to GS&Co. that for each Transaction:


(a)                                  Counterparty is entering into this Master
Confirmation and each Transaction hereunder in good faith and not as part of a
plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act
(“Rule 10b5-1”) or any other antifraud or
anti-manipulation provisions of the federal or applicable state securities laws
and that it has not entered into or altered and will not enter into or alter
any corresponding or hedging transaction or position with respect to the
Shares.  Counterparty acknowledges that
it is the intent of the parties that each Transaction entered into under this
Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and
(B) of Rules 10b5-1 and each Transaction entered into under this Master
Confirmation shall be interpreted to comply with the requirements of Rule
10b5-1(c).


(b)                                 Counterparty will not seek to control or
influence GS&Co.’s decision to make any “purchases or sales” (within the
meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under
this Master Confirmation, including, without limitation, GS&Co.’s decision
to enter into any hedging transactions. 
Counterparty represents and warrants that it has consulted with its own
advisors as to the legal aspects of its adoption and implementation of this
Master Confirmation and each Supplemental Confirmation under Rule 10b5-1.


(c)                                  Counterparty
acknowledges and agrees that any amendment, modification, waiver or termination
of this Master Confirmation or the relevant Supplemental Confirmation must be
effected in accordance with the requirements for the amendment or termination
of a “plan” as defined in Rule
10b5-1(c).  Without limiting the
generality of the foregoing, any such amendment, modification, waiver or
termination shall be made in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b-5, and no such amendment, modification or
waiver shall be made at any time at which Counterparty or any officer,
director, manager or similar person of Counterparty is aware of any material
non-public information regarding Counterparty or the Shares.


7.                                       Counterparty Purchases.  Counterparty
(or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act
(“Rule 10b-18”)) shall not, without the
prior written consent of GS&Co., directly or indirectly purchase any Shares
(including by means of a derivative instrument), listed contracts on the Shares
or securities that are convertible into, or exchangeable or exercisable for
Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as
defined in Rule 10b-18)) during any Relevant Period, except through GS&Co.;
provided that purchases effected by or
for an issuer plan by an agent independent of the issuer within the meaning of
Rule 10b-18(a)(13)(ii) shall not be subject to this Section 7.


8.                                       Additional
Termination Event.  The declaration
of any Extraordinary Dividend by Counterparty during the Valuation Period for
any Transaction will constitute an Additional Termination Event, with
Counterparty as the sole Affected Party and all Transactions hereunder as the
Affected Transactions.


9.                                       Additional
Event of Default.  The following
occurrence will constitute an Event of Default for purposes of Section 5(a) of
the Agreement (with Counterparty considered to be the Defaulting Party): Counterparty fails to perform any
obligation required to be performed under any other agreement between
Counterparty and GS&Co. or its affiliated entities.



 11
 








10.                                 Automatic
Termination Provisions. 
Notwithstanding anything to the contrary in Section 6 of the Agreement:


(a)          If a Termination Price
is specified in one or more Supplemental Confirmations, then an Additional
Termination Event with Counterparty as the sole Affected Party and all
Transactions to which such Supplemental Confirmations relate as Affected
Transactions will automatically occur without any notice or action by
GS&Co. or Counterparty if the price of the Shares on the Exchange at any
time falls below such Termination Price. 
The Exchange Business Day that the price of the Shares on the Exchange
at any time falls below the Termination Price will be the “Early Termination
Date” for purposes of the Agreement.


(b)         Notwithstanding anything
to the contrary in Section 6(d) of the Agreement, following the occurrence of
such an Additional Termination Event, GS&Co. will notify Counterparty of
the amount owing under Section 6(e) of the Agreement within a commercially
reasonable time period (with such period based upon the amount of time,
determined by GS&Co. (or any of its Affiliates) in its sole discretion,
that it would take to unwind any of its Hedge Position(s) related to the
Transaction in a commercially reasonable manner based on relevant market
indicia).  For purposes of the “Counterparty
Net Share Settlement Upon Early Termination” provisions herein, the date that
such notice is effective shall constitute the Net Share Valuation Date and the
Early Termination Date.


11.                                 Special
Provisions for Merger Transactions. 
Notwithstanding anything to the contrary herein or in the Equity
Definitions, Counterparty shall,


(a)                                  prior
to the opening of trading in the Shares on any day during any Valuation Period
on which Counterparty makes, or expects to be made, any public announcement (as
defined in Rule 165(f) under the Securities Act of 1933, as amended) of any
Merger Transaction, notify GS&Co. of such public announcement;


(b)                                 promptly
notify GS&Co. following any such announcement that such announcement has
been made;


(c)                                  promptly provide
GS&Co. with written notice specifying (i) Counterparty’s average daily Rule
10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar
months immediately preceding the Announcement Date that were not effected
through GS&Co. or its affiliates and (ii) the number of Shares purchased
pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the
three full calendar months preceding the Announcement Date.  Such written notice shall be deemed to be a
certification by Counterparty to GS&Co. that such information is true and
correct.  In addition, Counterparty shall
promptly notify GS&Co. of the earlier to occur of the completion of such
transaction and the completion of the vote by target shareholders.  Counterparty acknowledges that any such
notice may cause the terms of any Transaction to be adjusted or such
Transaction to be terminated; accordingly, Counterparty acknowledges that its
delivery of such notice must comply with the standards set forth in Section 6;
and


(d)                                 GS&Co. in its sole
discretion may (i) suspend the Valuation Period and/or the Relevant Period and
postpone the Valuation Date or (ii) treat the occurrence of such public
announcement as an Additional Termination Event with Counterparty as the sole
Affected Party and the Transactions hereunder as the Affected Transactions.


“Merger Transaction” means any merger,
acquisition or similar transaction involving a recapitalization as contemplated
by Rule 10b-18(a)(13)(iv) under the Exchange Act.


12.                                 Special
Calculation and Settlement Following Early Termination.  Notwithstanding anything to the contrary in
this Master Confirmation or any Supplemental Confirmation hereunder, in the
event that an Early Termination Date occurs or is designated with respect to
one or more Transactions (each an “Elected Transaction”
and collectively, the “Elected Transactions”),
then GS&Co. may elect, in its sole discretion, by notice to Counterparty,
to have Counterparty deliver the Number of Early Settlement Shares to
GS&Co. on the date that such notice is effective and either (x) GS&Co.
shall pay to Counterparty the Special Termination Amount, if such amount is
positive, or (y) Counterparty shall either (1) pay to GS&Co. the absolute
value of the Special



 12
 








Termination
Amount, if such amount is negative, or (2) elect for the provisions set forth opposite
“Counterparty Net Share Settlement Upon Early Termination” or “GS&Co. Net
Share Settlement Upon Early Termination”, as the case may be, to apply except
that all references in such provision to “the Early Termination Amount” shall
be replaced with references to “the Special Termination Amount”.


To the extent that
Counterparty elects to deliver Early Settlement Shares to GS&Co.
accompanied by an effective Registration Statement (as defined in Annex B and
satisfactory to GS&Co. in its sole discretion) covering such Shares,
Counterparty must be in compliance with the applicable conditions specified in
paragraph 3 in Annex B hereto at the time of such delivery.  If Counterparty elects to deliver
Unregistered Settlement Shares (as defined in Annex B) to GS&Co.,
Counterparty and GS&Co. will negotiate in good faith on acceptable
procedures and documentation relating to the sale of such Unregistered
Settlement Shares.  Counterparty and
GS&Co. agree that the payment of the Special Termination Amount and the delivery
of the Early Settlement Shares satisfy in full any obligation of a party to
make any payments pursuant to Section 6(e) of the Agreement or Article 12 of
the Equity Definitions, as the case may be, in respect of the Elected
Transactions.


“Number of Early Settlement Shares” means a number of Shares
(“Early Settlement Shares”) as determined
by GS&Co. in a good faith and commercially reasonable manner based on its
or any of its Affiliates’ Hedge Positions with respect to the Elected
Transactions under this Master Confirmation.


“Special Termination Amount” means the sum of (a) the product
of (i) the Number of Early Settlement Shares multiplied
by (ii) a per Share price (the “Early Termination Price”)
determined by GS&Co. in a good faith and commercially reasonable manner
based on relevant market indicia, including GS&Co.’s funding costs
associated with Early Settlement Shares and costs incurred or estimated to be
incurred by GS&Co. in connection with the purchase and sale of Shares in
order to close out GS&Co.’s or any of its Affiliates’ Hedge Positions with
respect to each Affected Transaction and, in the event that Counterparty
delivers Unregistered Shares to GS&Co., whether GS&Co. and Counterparty
have agreed on acceptable procedures and documentation relating to such
Unregistered Shares as described above and (b) any amount owing under Section
6(e) of the Agreement, in respect of the Elected Transactions by GS&Co. to
Counterparty (expressed as a positive number) or by Counterparty to GS&Co.
(expressed as a negative number).


13.                                 Acknowledgments.  The parties hereto intend for:


(a)          each Transaction to be a
“securities contract” as defined in Section 741(7) of the Bankruptcy Code, a “swap
agreement” as defined in Section 101(53B) of the Bankruptcy Code and a “forward
contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties
hereto to be entitled to the protections afforded by, among other Sections,
Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 555, 556,
560 and 561 of the Bankruptcy Code;


(b)         the Agreement to be a “master
netting agreement” as defined in Section 101 (38A) of the Bankruptcy Code;


(c)          a party’s right to
liquidate or terminate any Transaction, net out or offset termination values of
payment amounts, and to exercise any other remedies upon the occurrence of any
Event of Default or Termination Event under the Agreement with respect to the
other party to constitute a “contractual right” (as defined in the Bankruptcy
Code);


(d)         any cash, securities or
other property transferred as performance assurance, credit support or
collateral with respect to each Transaction to constitute “margin payments” (as
defined in the Bankruptcy Code); and


(e)          all payments for, under
or in connection with each Transaction, all payments for the Shares and the
transfer of such Shares to constitute “settlement payments” and “transfers” (as
defined in the Bankruptcy Code).



 13
 








14.                                 Calculations
on Early Termination and Set-Off.


(a)          Notwithstanding anything
to the contrary in the Agreement, the calculation of any Settlement Amounts or
Unpaid Amounts shall be calculated separately for (A) all Terminated
Transactions in the Shares of the Issuer that qualify as equity under
applicable accounting rules (collectively, the “Equity Shares”) as determined by the Calculation Agent and
(B) all other Terminated Transactions under the Agreement including,
without limitation, Transactions in Shares other than those of the Issuer
(collectively, the “Other Shares”)
and the netting and set-off provisions of the Agreement shall only operate to
provide netting and set-off (i) among Terminated Transactions in the Equity
Shares and (ii) among Terminated Transactions in the Other Shares.  In no event shall the netting and set-off
provisions of the Agreement operate to permit netting and set-off between
Terminated Transactions in the Equity Shares and Terminated Transactions in the
Other Shares.


(b)         The parties agree that
upon the occurrence of an Event of Default or Termination Event with respect to
a party who is the Defaulting Party or an Affected Party (“X”), the other party (“Y”) will have the right (but not be
obliged) without prior notice to X or any other person to set-off or apply any
obligation of X owed to Y (or any Affiliate of Y) (whether or not matured or
contingent and whether or not arising under the Agreement, and regardless of
the currency, place of payment or booking office of the obligation) against any
obligation of Y (or any Affiliate of Y) owed to X (whether or not matured or
contingent and whether or not arising under the Agreement, and regardless of
the currency, place of payment or booking office of the obligation).  Y will give notice to the other party of any
set-off effected under this Section 14.


Amounts (or the relevant portion of such amounts)
subject to set-off may be converted by Y into the Termination Currency at the
rate of exchange at which such party would be able, acting in a reasonable
manner and in good faith, to purchase the relevant amount of such currency.  If any obligation is unascertained, Y may in
good faith estimate that obligation and set-off in respect of the estimate,
subject to the relevant party accounting to the other when the obligation is
ascertained.  Nothing in this Section 14
shall be effective to create a charge or other security interest.  This Section 14 shall be without prejudice
and in addition to any right of set-off, combination of accounts, lien or other
right to which any party is at any time otherwise entitled (whether by
operation of law, contract or otherwise).”


(c)                                  Notwithstanding
anything to the contrary in the foregoing, GS&Co. agrees not to set off or
net amounts due from Counterparty with respect to any Transaction against
amounts due from GS&Co. to Counterparty with respect to contracts or instruments
that are not Equity Contracts.  “Equity Contract” means any transaction or
instrument that does not convey rights to GS&Co. senior to claims of common
stockholders in the event of Counterparty’s bankruptcy.


15.                                 Payment
Date Upon Early Termination.  Notwithstanding
anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts
calculated as being due in respect of an Early Termination Date under Section
6(e) of the Agreement will be payable on the day that notice of the amount
payable is effective.


16.                                 Delivery
on Initial Settlement Date.  For the
avoidance of doubt, GS&Co. may satisfy its obligation to deliver Shares on
the Initial Settlement Date by making separate deliveries of Shares at more
than one time on the Initial Share Delivery Date, so long as the aggregate
number of Shares so delivered is equal to the Number of Shares.


17.                                 Agreements
in Respect of Termination Amounts. 
In determining any amounts payable in respect of the termination or
cancellation of any Transaction pursuant to Section 6 of the Agreement or
Article 12 of the Equity Definitions, the Calculation Agent shall make such
determination without regard to (i) changes to costs of funding, stock loan
rates or expected dividends since the Trade Date for such Transaction, or (ii)
losses or costs incurred in connection with terminating, liquidating or
re-establishing any hedge related to such Transaction (or any gain resulting
from any of them).


18.                                 Agreement
in Respect of Adjustments.  In
determining any adjustment in respect of any Transaction pursuant to Article 11
or Article 12 of the Equity Definitions, the Calculation Agent shall make such
adjustments without regard to changes in expected dividends since the Trade
Date for such Transaction.


19.                                 Agreement
in Respect of Dividends.  For the
avoidance of doubt, if an Early Termination Date occurs in respect of any
Transaction as a result of an Additional Termination Event of the type
described in



 14
 








Section 8
above, the relevant party’s Loss for purposes of Section 6(e) of the Agreement
in respect of such Additional Termination Event shall be determined without
regard to the difference between such Extraordinary Dividend giving rise to
such Additional Termination Event and the expected dividend as of the Trade
Date for such Transaction.


20.                                 Credit
Support Documents.  The parties
hereto acknowledge that no Transaction hereunder is secured by any collateral
that would otherwise secure the obligations of Counterparty herein or pursuant
to the Agreement.


21.                                 Claim
in Bankruptcy.  GS&Co. agrees
that in the event of the bankruptcy of Counterparty, GS&Co. shall not have
rights or assert a claim that is senior in priority to the rights and claims
available to the shareholders of the common stock of Counterparty.


22.                                 Offices.


(a)          The Office of GS&Co.
for each Transaction is:  One New York
Plaza, New York, New York 10004.


(b)         The Office of
Counterparty for each Transaction is: 2900 Semiconductor Drive, PO Box 58090,
Santa Clara, California  95052.


23.                                 Governing
Law.  The Agreement, this Master
Confirmation and each Supplemental Confirmation and all matters arising in
connection with the Agreement, this Master Confirmation and each Supplemental
Confirmation shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York (without reference to its choice of
laws doctrine).


24.                                 Counterparts.   This Master Confirmation may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Master Confirmation by
signing and delivering one or more counterparts.


25.                                 Arbitration.


(a)          All parties to this
Confirmation are giving up the right to sue each other in court, including the
right to a trial by jury, except as provided by the rules of the arbitration
forum in which a claim is filed.


(b)          Arbitration awards are
generally final and binding; a party’s ability to have a court reverse or
modify an arbitration award is very limited.


(c)          The ability of the
parties to obtain documents, witness statements and other discovery is
generally more limited in arbitration than in court proceedings.


(d)          The arbitrators do not
have to explain the reason(s) for their award.


(e)          The panel of arbitrators
will typically include a minority of arbitrators who were or are affiliated
with the securities industry, unless Counterparty is a member of the
organization sponsoring the arbitration facility, in which case all arbitrators
may be affiliated with the securities industry.


(f)            The rules of some
arbitration forums may impose time limits for bringing a claim in
arbitration.  In some cases, a claim that
is ineligible for arbitration may be brought in court.


(g)         The rules of the
arbitration forum in which the claim is filed, and any amendments thereto,
shall be incorporated into this Confirmation.



 15
 








(h)         Counterparty agrees that any and all
controversies that may arise between Counterparty and GS & Co., including,
but not limited to, those arising out of or relating to the Agreement or any
Transaction hereunder, shall be determined by arbitration conducted before The
New York Stock Exchange, Inc. (“NYSE”) or NASD Dispute Resolution (“NASD-DR”),
or, if the NYSE and NASD-DR decline to hear the matter, before the American
Arbitration Association, in accordance with their arbitration rules then in
force.  The award of the arbitrator shall
be final, and judgment upon the award rendered may be entered in any court,
state or federal, having jurisdiction.


(i)            No person shall bring
a putative or certified class action to arbitration, nor seek to enforce any
pre-dispute arbitration agreement against any person who has initiated in court
a putative class action or who is a member of a putative class who has not
opted out of the class with respect to any claims encompassed by the putative
class action until: (i) the class certification is denied; (ii) the class is
decertified; or (iii) Counterparty is excluded from the class by the court.


(j)            Such forbearance to
enforce an agreement to arbitrate shall not constitute a waiver of any rights
under this Confirmation except to the extent stated herein.



 16















26.   Counterparty
hereby agrees (a) to check this Master Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly
identified and rectified and (b) to confirm that the foregoing (in the
exact form provided by GS&Co.) correctly sets forth the terms of the
agreement between GS&Co. and Counterparty with respect to any Transaction,
by manually signing this Master Confirmation or this page hereof as evidence of
agreement to such terms and providing the other information requested herein
and immediately returning an executed copy to Equity Derivatives Documentation
Department, facsimile No. 212-428-1980/83.


	
   

  	
  Yours sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Conrad Langenegger

  
	
   

  	
   

  	
  Authorized
  Signatory

  



Agreed and Accepted By:


	
  NATIONAL SEMICONDUCTOR CORPORATION

  
	
   

  
	
  By:

  	
    /s/ Lewis
  Chew

  	
   

  
	
   

  	
  Name:

  	
  Lewis Chew

  	
   

  
	
   

  	
  Title: Senior Vice President, Finance and

  
	
   

  	
  Chief Financial
  Officer

  
				



 


















ANNEX A



SUPPLEMENTAL CONFIRMATION


	
  To:

  	
   

  	
  National Semiconductor Corporation 

  2900 Semiconductor Drive 

  Santa Clara, California 95052

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Accelerated Stock Buyback

  
	
   

  	
   

  	
   

  
	
  Ref. No:

  	
   

  	
  [Insert Reference No.]

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  [Insert Date]

  



 


The purpose of this
Supplemental Confirmation is to confirm the terms and conditions of the
Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and National Semiconductor Corporation (“Counterparty” and, together with GS&Co., the “Contracting Parties”) on the Trade Date specified
below.  This Supplemental Confirmation is
a binding contract between GS&Co. and Counterparty as of the relevant Trade
Date for the Transaction referenced below.


1.             This
Supplemental Confirmation supplements, forms part of, and is subject to the
Master Confirmation dated as of  June 7, 2007
(the “Master Confirmation”) between the
Contracting Parties, as amended and supplemented from time to time.  All provisions contained in the Master
Confirmation govern this Supplemental Confirmation except as expressly modified
below.


2.             The
terms of the Transaction to which this Supplemental Confirmation relates are as
follows:


	
  Trade Date:

  	
   

  	
  [           ]

  
	
   

  	
   

  	
   

  
	
  Valuation Period Start Date:

  	
   

  	
  The first day of the Calculation Period with respect
  to the Collared ASB Transaction with the same Trade Date as the Transaction
  to which this Supplemental Confirmation relates (the “Related
  Collared ASB Transaction”).

  
	
   

  	
   

  	
   

  
	
  Forward Price:

  	
   

  	
  [The volume weighted average price per Share
  published by Bloomberg at 8:15 p.m. New York time on the Trade Date on
  Bloomberg page “NSM <Equity> AQR” for “Time Range” “9:30 a.m. to 8
  p.m.” for such day, as determined by the Calculation Agent.]

  
	
   

  	
   

  	
   

  
	
  Scheduled Valuation Date:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  First Acceleration Date:

  	
   

  	
  The First Acceleration Date under the Related
  Collared ASB Transaction.

  
	
   

  	
   

  	
   

  
	
  Number of Shares:

  	
   

  	
  [                 ]

  
	
   

  	
   

  	
   

  
	
  Settlement Price Adjustment Amount:

  	
   

  	
  USD [    ] per Share

  
	
   

  	
   

  	
   

  
	
  Initial Purchase Price:

  	
   

  	
  USD
  [                 ]

  



 



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  Ordinary Dividend Amount:

  	
   

  	
  For any calendar quarter, USD
  [    ]

  
	
   

  	
   

  	
   

  
	
  Termination Price:

  	
   

  	
  USD [    ] per Share

  
	
   

  	
   

  	
   

  
	
  Counterparty Additional Payment Amount:

  	
   

  	
  USD [   ]

  



3.             Counterparty represents and warrants to
GS&Co. that neither it (nor any “affiliated purchaser” as defined in
Rule 10b-18 under the Exchange Act) have
made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under
the Exchange Act during the four full calendar weeks immediately preceding the
Trade Date.


4.             This
Supplemental Confirmation may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may
execute this Supplemental Confirmation by signing and delivering one or more
counterparts.


Counterparty
hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly
identified and rectified and (b) to confirm that the foregoing (in the
exact form provided by GS&Co.) correctly sets forth the terms of the
agreement between GS&Co. and Counterparty with respect to this Transaction,
by manually signing this Supplemental Confirmation or this page hereof as evidence
of agreement to such terms and providing the other information requested herein
and immediately returning an executed copy to Equity Derivatives Documentation
Department, facsimile No. 212-428-1980/83.


	
   

  	
  Yours sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GOLDMAN, SACHS & CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  



 


	
  Agreed and Accepted

  
	
   

  
	
   

  
	
  NATIONAL SEMICONDUCTOR CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



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ANNEX B


COUNTERPARTY NET
SHARE SETTLEMENT PROCEDURES


1.             The following Net
Share Settlement Procedures shall apply to the extent that Net Share Settlement
applies under the Master Confirmation:


2.             Net Share
Settlement shall be made by delivery on the Net Share Settlement Date of a
number of Shares satisfying the conditions set forth in paragraph 3 below with
a value equal to the Forward Cash Settlement Amount (the “Registered
Settlement Shares”), with such Shares’ value based on the Net Share
Settlement Price, or a number of Shares not satisfying such conditions with a
value equal to the Forward Cash Settlement Amount (the “Unregistered
Settlement Shares”), with such Shares’ value based on the value
thereof to GS&Co. (which value shall take into account a commercially
reasonable illiquidity discount), in each case as determined by the Calculation
Agent.


3.             Counterparty may
only deliver Registered Settlement Shares pursuant to paragraph 2 above if:


(a)           a registration statement covering
public resale of the Registered Settlement Shares by the GS&Co. (the “Registration Statement”) shall have been filed with, and
declared effective by, the Securities and Exchange Commission under the
Securities Act on or prior to the date of delivery, and no stop order shall be
in effect with respect to the Registration Statement; a printed prospectus
relating to the Registered Settlement Shares (including any prospectus
supplement thereto, the “Prospectus”)
shall have been delivered to GS&Co., in such quantities as GS&Co. shall
reasonably have requested, on or prior to the date of delivery;


(b)           the form and content of the
Registration Statement and the Prospectus (including, without limitation, any
sections describing the plan of distribution) shall be satisfactory to
GS&Co.;


(c)           as of or prior the date of delivery,
GS&Co. and its agents shall have been afforded a reasonable opportunity to
conduct a due diligence investigation with respect to Counterparty customary in
scope for underwritten offerings of equity securities and the results of such
investigation are satisfactory to GS&Co., in its discretion; and


(d)           as of the date of delivery, an
agreement (the “Underwriting Agreement”) shall
have been entered into with GS&Co. in connection with the public resale of
the Registered Settlement Shares by GS&Co. substantially similar to
underwriting agreements customary for underwritten offerings of equity
securities, in form and substance satisfactory to GS&Co., which
Underwriting Agreement shall include, without limitation, provisions substantially
similar to those contained in such underwriting agreements relating to the
indemnification of, and contribution in connection with the liability of,
GS&Co. and its affiliates.


4.             If Counterparty delivers Unregistered Settlement Shares
pursuant to paragraph 2 above:


(a)           all Unregistered Settlement Shares
shall be delivered to GS&Co. (or any affiliate of GS&Co. designated by
GS&Co.) pursuant to the exemption from the registration requirements of the
Securities Act provided by Section 4(2) thereof;


(b)           as of or prior to the date of
delivery, GS&Co. and any potential purchaser of any such shares from
GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified
by GS&Co. shall be afforded a commercially reasonable opportunity to
conduct a due diligence investigation with respect to Counterparty customary in
scope for private placements of equity securities (including, without
limitation, the right to have made available to them for inspection all
financial and other records, pertinent corporate documents and other
information reasonably requested by them); and



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(c)           as of the date of delivery,
Counterparty shall enter into an agreement (a “Private
Placement Agreement”) with GS&Co. (or any affiliate of
GS&Co. designated by GS&Co.) in connection with the private placement
of such shares by Counterparty to GS&Co. (or any such affiliate) and the
private resale of such shares by GS&Co. (or any such affiliate),
substantially similar to private placement purchase agreements customary for
private placements of equity securities, in form and substance commercially
reasonably satisfactory to GS&Co., which Private Placement Agreement shall
include, without limitation, provisions substantially similar to those
contained in such private placement purchase agreements relating to the
indemnification of, and contribution in connection with the liability of,
GS&Co. and its affiliates, and shall provide for the payment by
Counterparty of all fees and expenses in connection with such resale, including
all fees and expenses of counsel for GS&Co., and shall contain
representations, warranties and agreements of Counterparty reasonably necessary
or advisable to establish and maintain the availability of an exemption from
the registration requirements of the Securities Act for such resales.


5.             GS&Co.,
itself or through an affiliate (the “Selling Agent”)
or any underwriter(s), will sell all, or such lesser portion as may be required
hereunder, of the Registered Settlement Shares or Unregistered Settlement
Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to GS&Co.
pursuant to paragraph 6 below commencing on the Net Share Settlement Date and
continuing until the date on which the aggregate Net Proceeds (as such term is
defined below) of such sales, as determined by GS&Co., is equal to the
Forward Cash Settlement Amount (such date, the “Final Resale
Date”).  If the proceeds of
any sale(s) made by GS&Co., the Selling Agent or any underwriter(s), net of
any fees and commissions (including, without limitation, underwriting or
placement fees) customary for similar transactions under the circumstances at
the time of the offering, together with carrying charges and expenses incurred
in connection with the offer and sale of the Shares (including, but without
limitation to, the covering of any over-allotment or short position (syndicate
or otherwise)) (the “Net Proceeds”)
exceed the Forward Cash Settlement Amount, GS&Co. will refund, in U.S.
Dollars, such excess to Counterparty on the date that is three (3) Business
Days following the Final Resale Date, and, if any portion of the Settlement
Shares remains unsold, GS&Co. shall return to Counterparty on that date
such unsold Shares.


6.             If the Calculation Agent determines
that the Net Proceeds received from the sale of the Registered Settlement
Shares or Unregistered Settlement Shares or any Makewhole Shares, if any,
pursuant to this paragraph 6 are less than the Forward Cash Settlement Amount
(the amount in U.S. Dollars by which the Net Proceeds are less than the Forward
Cash Settlement Amount being the “Shortfall” and
the date on which such determination is made, the “Deficiency
Determination Date”), Counterparty shall on the Exchange Business
Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to GS&Co., through the
Agent, a notice of Counterparty’s election that Counterparty shall either (i)
pay an amount in cash equal to the Shortfall on the day that is one (1)
Business Day after the Makewhole Notice Date, or (ii) deliver additional
Shares.  If Counterparty elects to
deliver to GS&Co. additional Shares, then Counterparty shall deliver
additional Shares in compliance with the terms and conditions of paragraph 3 or
paragraph 4 above, as the case may be (the “Makewhole
Shares”), on the first Clearance System Business Day which is also
an Exchange Business Day following the Makewhole Notice Date in such number as
the Calculation Agent reasonably believes would have a market value on that
Exchange Business Day equal to the Shortfall. 
Such Makewhole Shares shall be sold by GS&Co. in accordance with the
provisions above; provided that if the sum of the
Net Proceeds from the sale of the originally delivered Shares and the Net
Proceeds from the sale of any Makewhole Shares is less than the Forward Cash
Settlement Amount then Counterparty shall, at its election, either make such
cash payment or deliver to GS&Co. further Makewhole Shares until such
Shortfall has been reduced to zero.


7.             Notwithstanding the
foregoing, in no event shall the aggregate number of Settlement Shares and
Makewhole Shares be greater than the Reserved Shares minus
the amount of any Shares actually delivered by Counterparty under any other
Transaction(s) under this Master Confirmation (the result of such calculation,
the “Capped Number”).  Counterparty represents and warrants (which
shall be deemed to be repeated on each day that a Transaction is outstanding)
that the Capped Number is equal to or less than the number of Shares determined
according to the following formula:



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A – B


Where            A = the number of authorized but unissued
shares of the Issuer that are not reserved for future issuance on the date of
the determination of the Capped Number; and


B = the maximum number of Shares required to be
delivered to third parties if Counterparty elected Net Share Settlement of all
transactions in the Shares (other than Transactions in the Shares under this
Master Confirmation) with all third parties that are then currently outstanding
and unexercised.



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