1 EXHIBIT 1.1 The Goldman Sachs Group, Inc. __% Notes due 2009 Underwriting AgreementUnderwriting Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER AGREEMENT OF MERGER, dated as of May 5, 1999, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), between THE GOLDMAN SACHS GROUP, INC., a Delaware corporation ("GS...Merger Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 5, 1999, pursuant to Section 263 of the General Corporation Law of the State of Delaware and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act,...Merger Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
1 EXHIBIT 10.35Letter Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
SHAREHOLDERS' AGREEMENTShareholders' Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
2- 3 rights inconsistent with paragraph 2 hereof, each of Sumitomo and SBCM, in consideration of the release by the Partnership, GSNY and GS Inc. of each of Sumitomo and SBCM from its Proxy, and as agreed with (and relied on by) the Partnership, GSNY...Voting Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
2- 3 securities of GS Inc. (or any successor or assign thereof) pursuant to and in accordance with the Subscription Agreements and/or the Knight Partnership Provisions shall not be considered a change in the material terms of Securities held by the...Voting Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
2- 3 (iv) you attempt to have any dispute under this Award Agreement resolved in any manner that is not provided for by Paragraph 15.Rsu Award Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
AGREEMENT RELATING TO NONCOMPETITION AND OTHER COVENANTS AGREEMENT, dated as of May 7, 1999 (this "Agreement"), by and between The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), on its behalf and on behalf of its subsidiaries and...Noncompetition Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
EXHIBIT 10.25 TAX INDEMNIFICATION AGREEMENT, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. (the "Company"), the Schedule I and Schedule II Limited Partners (each as defined in the Memorandum of Agreement) and other former partners of...Tax Indemnification Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
2- 3 liability company, joint venture, trust or other enterprise; provided that no indemnification or reimbursement shall be made to an Indemnified Person in respect of conduct that is or was a breach of the Memorandum of Agreement or to the extent...Instrument of Indemnification • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
RECITALSPledge Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
2- 3 amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that...Indemnification Agreement • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware
1 EXHIBIT 10.24 THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN 1999 DISCRETIONARY OPTION AWARD This Award Agreement sets forth the terms and conditions of an Award granted to you under The Goldman Sachs 1999 Stock Incentive Plan (the "Plan"), of options...1999 Discretionary Option Award • May 10th, 1999 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
