SECOND AMENDMENT TO AGREEMENT RELATING TO NONCOMPETITION AND OTHER COVENANTS

EXHIBIT 10.51

SECOND AMENDMENT TO AGREEMENT RELATING TO
NONCOMPETITION AND OTHER COVENANTS

     Reference is made to the Agreement Relating to Noncompetition and Other Covenants, dated as of May 7, 1999, by and between GS Inc. and the Executive, as amended effective November 27, 2004 (the “Noncompetition Agreement”), which Noncompetition Agreement is hereby amended as follows.

     I.     Defined Terms. Capitalized terms, unless otherwise defined in this Amendment, shall have the same meanings as in the Noncompetition Agreement.

     II.     Changes to the Text of the Noncompetition Agreement. The text of the Noncompetition Agreement is modified as follows:

              Section 4 . The text of Section 4 is replaced in its entirety with the following:

     “4. Nonsolicitation and Non-Hire of Selected Goldman Sachs Personnel

     You hereby agree that during the Employment Period and for a period of 12 months after your Notice Date, you will not, in any manner, directly or indirectly:

     (1) Solicit any Selected Firm Personnel to resign from the Firm or to apply for or accept employment, partnership, membership or similar status with a Competitive Enterprise;

     (2)