GS MORTGAGE SECURITIES CORP.



                          MORTGAGE-BACKED SECURITIES



                            UNDERWRITING AGREEMENT







                             _______________, 200_





Goldman Sachs & Co.

85 Broad Street

New York, New York 10004





The other Underwriters named in the applicable Terms Agreement





Dear Sirs:



1. INTRODUCTION. GS Mortgage Securities Corp., a Delaware corporation (the

"Company"), from time to time proposes to issue and sell Mortgage-Backed

Certificates ("Certificates") in various series (each a "Series") and, through

Trusts named in the applicable Terms Agreement (as herein defined) to issue

and sell Mortgaged-Backed Notes ("Notes" and collectively with the

Certificates, the "Securities"), and, within each Series, in various classes,

in one or more offerings on terms determined at the time of sale. The

Certificates of each series will be issued pursuant to a pooling and servicing

agreement (each, a "Pooling and Servicing Agreement") among the Company, as

depositor, one or more master servicers which may include the Company and a

third-party trustee (the "Trustee"), and the Notes of each Series will be

issued pursuant to an indenture (each, an "Indenture" to be entered into by

the Trust Fund (as defined in the Pooling and Servicing Agreement) and the

Indenture Trustee designated therein (each, an "Indenture Trustee"). Upon

issuance, the Certificates of each series will evidence undivided interests in

the Trust Fund established for such series containing mortgages or, in the

event the Trust Fund, or a portion thereof, constitutes the upper tier of a

two-tier real estate mortgage investment conduit ("REMIC"), the Trust Fund may

contain interests issued by a lower tier trust which will contain mortgages,

all as described in the Prospectus (as defined below). Upon issuance the Notes

of each Series will evidence binding debt obligations of the Company secured

by a pool of mortgages, all as described in the relevant Prospectus Supplement

(as defined below). Terms used herein but not otherwise defined herein which

are defined in the Pooling and Servicing Agreement shall have the meanings

ascribed to them in the Pooling and Servicing Agreement. Terms used herein but

not otherwise defined herein which are defined in the Indenture shall have the

meanings ascribed to them in the Indenture.



                  Whenever the Company determines to make an offering of a

Series of Securities (an "Offering") through you or an underwriting syndicate

managed or co-managed by you, it will offer to enter into an agreement ("Terms

Agreement") providing for the sale of such Securities to, and the purchase and

offering thereof by, you and such other co-managers and underwriters, if any,

which have been selected by you and have authorized you to enter into such

Terms Agreement and other related documentation on their behalf (the

"Underwriters," which term shall include you whether acting alone in the sale

of Securities or as a co-manager or as a member of an underwriting syndicate).

The Terms Agreement relating to each Offering shall specify the principal

amount of Securities to be issued and their terms not otherwise specified in

the Pooling and Servicing Agreement or the Indenture, the price at which

either the Certificates are to be purchased by each of the Underwriters from

the Company or the Notes are to be purchased by each of the Underwriters from

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