Table of Contents

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ARTICLE I
Definitions
Section 1.01 Definitions.			1
ARTICLE II
Pledge
Section 2.01 Pledge			7
Section 2.02 Control			7
Section 2.03 Termination			7
ARTICLE III
Control
Section 3.01 Establishment of Collateral Account			7
Section 3.02 Treatment as Financial Assets			8
Section 3.03 Sole Control by Collateral Agent			8
Section 3.04 Securities Intermediarys Location			8
Section 3.05 No Other Claims			9
Section 3.06 Investment and Release			9
Section 3.07 No Other Agreements			9
Section 3.08 Powers Coupled with an Interest			9
Section 3.09 Waiver of Lien; Waiver of Set-off			9
ARTICLE IV
Custody
Section 4.01 Appointment			9
Section 4.02 Custody			10
Section 4.03 Termination of Custody Account			10
Section 4.04 Waiver of Lien; Waiver of Set-off			10
ARTICLE V
Distributions on Collateral and Custody Notes
Section 5.01 Interest on Notes			10
Section 5.02 Payments Following Termination Event			10
Section 5.03 Payments Prior to or on Stock Purchase Date			11
Section 5.04 Payments to Property Trustee			11
Section 5.05 Assets Not Properly Released			12

Collateral Agreement

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ARTICLE VI
Initial Deposit; Exchange of Normal APEX and Qualifying Treasury Securities for
Stripped APEX and Capital APEX; Reinvestment of Proceeds of Pledged Treasury Securities
Section 6.01 Initial Deposit of Notes			12
Section 6.02 Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX			12
Section 6.03 Exchange of Stripped APEX and Capital APEX for Normal APEX and Qualifying Treasury Securities			13
Section 6.04 Termination Event			14
Section 6.05 Reinvestment of Proceeds of Pledged Treasury Securities			15
Section 6.06 Application of Proceeds in Settlement of Stock Purchase Contracts			16
Section 6.07 Application of Proceeds in a Remarketing			16
ARTICLE VII
Voting Rights Notes
Section 7.01 Voting Rights			16
ARTICLE VIII
Rights and Remedies
Section 8.01 Rights and Remedies of the Collateral Agent			17
Section 8.02 Remarketing; Contingent Exchange Elections by Holder of Normal APEX			18
Section 8.03 Contingent Disposition Election by Holder of Capital APEX			19
ARTICLE IX
Representations and Warranties; Covenants
Section 9.01 Representations and Warranties			20
Section 9.02 Covenants			20
ARTICLE X
The Collateral Agent, The Custodial Agent, The Securities Intermediary
and The Securities Registrar
Section 10.01 Appointment, Powers and Immunities			21
Section 10.02 Instructions of the Company			22
Section 10.03 Reliance by Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar			22
Section 10.04 Certain Rights			23
Section 10.05 Merger, Conversion, Consolidation or Succession to Business			24
Section 10.06 Rights in Other Capacities			25

Collateral Agreement

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Section 10.07 Non-reliance on Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar			25
Section 10.08 Compensation and Indemnity			25
Section 10.09 Failure to Act			26
Section 10.10 Resignation of Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar			27
Section 10.11 Right to Appoint Agent or Advisor			28
Section 10.12 Survival			28
Section 10.13 Exculpation			28
Section 10.14 Statements and Confirmations			28
Section 10.15 Tax Allocations			29
ARTICLE XI
Amendment
Section 11.01 Amendment			29
Section 11.02 Execution of Amendments			29
ARTICLE XII
Miscellaneous
Section 12.01 No Waiver			29
Section 12.02 Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury			30
Section 12.03 Notices			30
Section 12.04 Successors and Assigns			30
Section 12.05 Severability			30
Section 12.06 Expenses, Etc			31
Section 12.07 Security Interest Absolute			31
Section 12.08 Notice of Termination Event			32
Section 12.09 Incorporation by Reference			32
Section 12.10 No Recourse			32

EXHIBITS

Exhibit A Form of Normal APEX Certificate
Exhibit B Form of Stripped APEX Certificate
Exhibit C Form of Capital APEX Certificate

SCHEDULES

Schedule I Reference Dealers
Schedule II Contact Persons for Confirmation

Collateral Agreement

          Collateral Agreement, dated as of May 15, 2007, among The Goldman Sachs Group, Inc., a Delaware corporation (the Company), U.S. Bank National Association (U.S. Bank National Association), as collateral agent (in such capacity, the Collateral Agent), as Custodial Agent (in such capacity, the Custodial Agent), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the "Securities Intermediary), and as securities registrar with respect to the Trust Preferred Securities (in such capacity, the Securities Registrar), and Goldman Sachs Capital III, a Delaware statutory trust (the Issuer Trust), acting through The Bank of New York, not in its individual capacity but solely as Property Trustee on behalf of the Issuer Trust (in such capacity, the Property Trustee).

Recitals

          The Company and the Issuer Trust (acting through the Property Trustee) are parties to the Stock Purchase Contract Agreement, dated as of the date hereof (as modified and supplemented and in effect from time to time, the Stock Purchase Contract Agreement), pursuant to which the Company has agreed to issue stock purchase contracts, having a liquidation amount of $100,000 per contract (each, a Stock Purchase Contract) to the Issuer Trust.

          Each Stock Purchase Contract requires the Company to issue and sell, and the Property Trustee (on behalf of the Issuer Trust) to purchase, on the Stock Purchase Date (as defined in the Stock Purchase Contract Agreement), for an amount equal to $100,000 (the Purchase Price), one share of the Companys Perpetual Non-Cumulative Preferred Stock, Series F, $100,000 liquidation preference per share (the Preferred Stock).

          Pursuant to the Declaration of Trust, the Stock Purchase Contract Agreement and the Stock Purchase Contracts, the Issuer Trust acting through the Property Trustee is required to execute and deliver this Agreement, to grant the pledge provided herein of the Collateral to secure the Obligations (as defined herein) and to appoint the Custodial Agent to establish and maintain the Custody Account (as defined herein).