0000950123-05-001271 Sample Contracts

FORM OF THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN 2004 DISCOUNT STOCK PROGRAM AWARD
Stock Incentive Plan Award Agreement • February 8th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the award of RSUs under the Discount Stock Program (“DSP RSUs”) under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

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FORM OF AMENDMENT TO AGREEMENT RELATING TO NONCOMPETITION AND OTHER COVENANTS
Noncompetition Agreement • February 8th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies

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 (the “Noncompetition Agreement”), which Agreement is hereby amended and supplemented as follows.

FORM OF THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN 2004 DISCOUNT STOCK PROGRAM AWARD
Stock Incentive Plan Award Agreement • February 8th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the award of RSUs under the Discount Stock Program (“DSP RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

FORM OF THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN 2004 YEAR- END RSU AWARD
Stock Incentive Plan • February 8th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the 2004 Year-End award (this “Award”) of RSUs (“2004 Year-End RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

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