Google Exchange Offer

•

Offers employees the ability to participate in a voluntary one-for-one stock option

exchange

•

Designed to increase retention

•

The number of Google shares subject to outstanding options will not change as a result

of the exchange offer

•

Total options expected to be exchanged represents less than

3% of total shares

currently outstanding

•

New options are subject to an increased vesting schedule which adds 12 months to the

original vesting schedule

•

In

addition,

new

options

will

vest

no

sooner

than

6

months

after

the

close

of

the

offer

period

•

We expect to take a modification charge estimated to be $460 million over the vesting

periods

of the new options.

These vesting periods range from six months to

approximately five years.

This modification charge will be recorded as additional stock

based compensation beginning in the first quarter of 2009

•

This estimate assumes

an exchange price of approximately $300 and

that

all

eligible

underwater options will be exchanged under the program.  As a result, it

is subject to change.

The

option

exchange

described

in

this

slide

has

not

launched.

When

the

option

exchange

begins,

Google

will

provide

employees

with

written

materials

explaining

the

terms

and

timing.

Eligible

optionholders

should

read

these

materials

carefully

when

they

become

available

because

they

will

contain

important

information

about

the

option

exchange.

When

the offer period begins, Google will file these materials with the Securities and Exchange Commission (SEC) as part of a

tender offer statement.

You will be able to obtain these written materials and other documents filed by Google with the

SEC free of charge from the SEC's

website at www.sec.gov.

Exhibit 99.8