1999 Stock Incentive Plan - Goldman Sachs Group Inc.


                                                                   Draft 4/26/99
    














                   THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN
                                Table of Contents



                                                                                  Page
                                                                                  ----
                                    ARTICLE I

                                     GENERAL

                                                                            
1.1    Purpose..................................................................    1
1.2    Definitions of Certain Terms.............................................    1
1.3    Administration...........................................................    2
1.4    Persons Eligible for Awards..............................................    4
1.5    Types of Awards Under Plan...............................................    4
1.6    Shares Available for Awards..............................................    4

                                   ARTICLE II

                              AWARDS UNDER THE PLAN

   
2.1    Agreements Evidencing Awards.............................................    6
2.2    No Rights as a Shareholder...............................................    6
2.3    Grant of Options and Stock Appreciation Rights...........................    6
2.4    Exercise of Options and Stock Appreciation Rights........................    6
2.5    Grant of Restricted Stock................................................    7
2.6    Grant of Restricted Stock Units..........................................    7
2.7    Other Stock-Based Awards.................................................    7
2.8    Grant of Dividend Equivalent Rights......................................    8
    

                                   ARTICLE III

                                  MISCELLANEOUS

   
3.1    Amendment of the Plan....................................................    8
3.2    Tax Withholding..........................................................    8
3.3    Required Consents and Legends............................................    9
3.4    Nonassignability Consent and.............................................   10
3.5    Requirement of Consent and Notification of Election Under Section 83(b)
         of the Code or Similar Provision.......................................   10
3.6    Requirement of Notification Upon Disqualifying Disposition Under
         Section 421(b) of the Code.............................................   11
3.7    Change in Control .......................................................   11
3.8    Right of Discharge Reserved..............................................   11

    


                                        i
   

                                                                            
3.9    Nature of Payments.......................................................   11
3.10   Non-Uniform Determinations...............................................   12
3.11   Other Payments or Awards.................................................   12
3.12   Plan Headings............................................................   12
3.13   Date of Adoption and Term of Plan........................................   12
3.14   Governing Law............................................................   13
3.15   Severability; Entire Agreement...........................................   13
3.16   Waiver of Claims.........................................................   13
3.17   No Third Party Beneficiaries.............................................   14
3.18   Successors and Assigns of GS Inc. .......................................   14

    


                                       ii
                   THE GOLDMAN SACHS 1999 STOCK INCENTIVE PLAN

                                    ARTICLE I

                                     GENERAL

1.1      Purpose

         The purpose of The Goldman Sachs 1999 Stock Incentive Plan is to
attract, retain and motivate officers, directors, employees (including
prospective employees), consultants and others who may perform services for the
Firm, to compensate them for their contributions to the long-term growth and
profits of the Firm, and to encourage them to acquire a proprietary interest in
the success of the Firm.

1.2      Definitions of Certain Terms

                  1.2.1 'Award' means an award made pursuant to the Plan.

                  1.2.2 'Award Agreement' means the written document by which
each Award is evidenced.

                  1.2.3 'Board' means the Board of Directors of GS Inc.

                  1.2.4 'Certificate' means a stock certificate (or other
appropriate document or evidence of ownership) representing shares of Common
Stock of GS Inc.

                  1.2.5 'Code' means the Internal Revenue Code of 1986, as
amended from time to time, and the applicable rulings and regulations
thereunder.

                  1.2.6 'Committee' means the committee appointed by the Board
to administer the Plan pursuant to Section 1.3.

                  1.2.7 'Common Stock' means common stock of GS Inc., par value
$0.01 per share.

                  1.2.8 'Employment' means a grantee's performance of services
for the Firm, as determined by the Committee. The terms 'employ' and 'employed'
shall have their correlative meanings.


                                        1
                  1.2.9 'Exchange Act' means the Securities Exchange Act of
1934, as amended from time to time, and the applicable rules and regulations
thereunder.

                  1.2.10 'Fair Market Value' means, with respect to a share of
Common Stock on any day, the fair market value as determined in accordance with
a valuation methodology approved by the Committee.

                  1.2.11 'Firm' means GS Inc. and its subsidiaries and
affiliates.

                  1.2.12 'GS Inc.' means The Goldman Sachs Group, Inc., and any
successor thereto.

                  1.2.13 'Incentive Stock Option' means an Option that is
intended to qualify for special federal income tax treatment pursuant to
Sections 421 and 422 of the Code, as now constituted or subsequently amended, or
pursuant to a successor provision of the Code, and which is so designated in the
applicable Award Agreement.

                  1.2.14 'Nonqualified Stock Option' means an Option that is not
an Incentive Stock Option.

                  1.2.15 'Option' means an Incentive Stock Option or a
Nonqualified Stock Option or both, as the context requires.

                  1.2.16 'Plan' means The Goldman Sachs 1999 Stock Incentive
Plan, as described herein and as hereafter amended from time to time.

1.3      Administration

                  1.3.1 Subject to Section 1.3.4, the Plan shall be administered
by a committee appointed by the Board whose members shall serve at the pleasure
of the Board. To the extent required for transactions under the Plan to qualify
for the exemptions available under Rule 16b-3 promulgated under the Exchange
Act, all actions relating to Awards to persons subject to Section 16 of the
Exchange Act may be taken by the Board or a committee or subcommittee of the
Board composed of two or more members, each of whom is a 'non-employee director'
within the meaning of Exchange Act Rule 16b-3. To the extent required for
compensation realized from Awards under the Plan to be deductible by GS Inc.
pursuant to Section 162(m) of the Code, such Awards may be granted by a
committee or subcommittee of the Board composed of two or more members, each of
whom is an 'outside director' within the meaning of Code Section 162(m).

                  1.3.2 The Committee shall have complete control over the
administration of the Plan and shall have the authority in its discretion to (a)
exercise all of the powers granted to it


                                        2
under the Plan, (b) construe, interpret and implement the Plan and any Award
Agreements, (c) prescribe, amend and rescind rules and regulations relating to
the Plan, including rules governing its own operations, (d) make all
determinations necessary or advisable in administering the Plan, (e) correct any
defect, supply any omission and reconcile any inconsistency in the Plan, (f)
amend the Plan to reflect changes in applicable law (whether or not the rights
of the grantee of any Award are adversely affected, unless otherwise provided in
such grantee's Award Agreement), (g) unless otherwise provided in an Award
Agreement, amend any outstanding Award Agreement in any respect, whether or not
the rights of the grantee of such Award are adversely affected, including,
without limitation, to accelerate the time or times at which the Award becomes
vested, unrestricted or may be exercised, waive or amend any goals, restrictions
or conditions set forth in such Award Agreement, or impose new goals,
restrictions and conditions, or reflect a change in the grantee's circumstances
(e.g., a change to part-time employment status), or to permit GS Inc. to utilize
the pooling-of-interests accounting method and (h) determine whether, to what
extent and under what circumstances and method or methods (1) Awards may be (A)
settled in cash, shares of Common Stock, other securities, other Awards or other
property, (B) exercised or (C) canceled, forfeited or suspended, (2) shares of
Common Stock, other securities, other Awards or other property, and other
amounts payable with respect to an Award may be deferred either automatically or
at the election of the grantee thereof or of the Committee, (3) loans (whether
or not secured by Common Stock) may be extended by the Firm with respect to any
Awards and (4) Awards may be settled by GS Inc., any of its subsidiaries or
affiliates or any of its or their designees.

                  1.3.3 Actions of the Committee may be taken by the vote of a
majority of its members. Any action may be taken by a written instrument signed
by a majority of the Commit tee members, and action so taken shall be fully as
effective as if it had been taken by a vote at a meeting. The determination of
the Committee on all matters relating to the Plan or any Award Agreement shall
be final, binding and conclusive. The Committee may allocate among its members
and delegate to any person who is not a member of the Committee any of its
administrative responsibilities.

                  1.3.4 Notwithstanding anything to the contrary contained
herein: (a) until the Board shall appoint the members of the Committee, the Plan
shall be administered by the Board and (b) the Board may, in its sole
discretion, at any time and from time to time, grant Awards or administer the
Plan. In either of the foregoing events, the Board shall have all of the
authority and responsibility granted to the Committee herein.

                  1.3.5 No member of the Board or the Committee or any employee
of the Firm shall be liable for any action or determination made in good faith
with respect to the Plan or any Award thereunder. Each such person shall be
indemnified and held harmless by GS Inc. against and from any loss, cost,
liability, or expense that may be imposed upon or incurred by such person in
connection with or resulting from any action, suit or proceeding to which such
person may be a party or in which such person may be involved by reason of any
action taken or failure


                                        3
to act under the Plan or any Award Agreement and against and from any and all
amounts paid by such person, with GS Inc.'s approval, in settlement thereof, or
paid by such person in satisfaction of any judgment in any such action, suit or
proceeding against such person, provided that GS Inc. shall have the right, at
its own expense, to assume and defend the same. The foregoing right of
indemnification shall not be available to a person to the extent that a final
judgment or other final adjudication binding upon such person establishes that
the acts or omissions of such person giving rise to the indemnification claim
resulted from such person's bad faith, fraud or willful criminal act or
omission. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under GS
Inc.'s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise,
or any other power that GS Inc. may have to indemnify such persons or hold them
harmless.

1.4      Persons Eligible for Awards

                  Awards under the Plan may be made to such officers, directors,
employees (including prospective employees), consultants and other individuals
who may perform services for the Firm, as the Committee may select.

1.5      Types of Awards Under Plan

                  Awards may be made under the Plan in the form of (a) Options,
(b) stock appreciation rights, (c) dividend equivalent rights, (d) restricted
stock, (e) restricted stock units and (f) other equity-based or equity-related
Awards which the Committee determines to be consistent with the purpose of the
Plan and the interests of the Firm. No Incentive Stock Option (other than an
Incentive Stock Option that may be assumed or issued by GS Inc. in connection
with a transaction to which Section 424(a) of the Code applies) may be granted
to a person who is not eligible to receive an Incentive Stock Option under the
Code.

1.6      Shares Available for Awards

                  1.6.1 Total shares available. Subject to adjustment pursuant
to Section 1.6.2, the total number of shares of Common Stock which may be
delivered pursuant to Awards granted under the Plan through GS Inc.'s fiscal
year ending in 2002 shall not exceed three hundred million shares and pursuant
to Awards granted in each fiscal year thereafter shall not exceed five percent
(5%) of the issued and outstanding shares of Common Stock, determined as of the
last day of the immediately preceding fiscal year, increased by the number of
shares available for Awards in previous fiscal years but not covered by Awards
granted in such years. If, after the effective date

                                        4
   
of the Plan, any Award is forfeited or otherwise terminates or is canceled
without the delivery of shares of Common Stock, shares of Common Stock are
surrendered or withheld from any Award to satisfy a grantee's income tax or
other withholding obligations, or shares of Common Stock owned by a grantee are
tendered to pay the exercise price of any Award granted under the Plan, then the
shares covered by such forfeited, terminated or canceled Award or which are
equal to the number of shares surrendered, withheld or tendered shall again
become available for transfer pursuant to Awards granted or to be granted under
this Plan. Notwithstanding the foregoing, but subject to adjustment as provided
in Section 1.6.2., no more than two hundred million shares of Common Stock shall
be delivered pursuant to the exercise of Incentive Stock Options. The maximum
number of shares of Common Stock with respect to which Options or stock
appreciation rights may be granted to an individual grantee (i) in GS Inc.'s
fiscal year ending in 1999 shall equal 3,500,000 shares of Common Stock and (ii)
in each subsequent fiscal year shall equal 110% of the maximum number for the
preceding fiscal year. Any shares of Common Stock (a) delivered by GS Inc., (b)
with respect to which Awards are made by GS Inc. and (c) with respect to which
GS Inc. becomes obligated to make Awards, in each case through the assumption
of, or in substitution for, outstanding awards previously granted by an acquired
entity, shall not be counted against the shares of Common Stock available for
Awards under this Plan. Shares of Common Stock which may be delivered pursuant
to Awards may be authorized but unissued Common Stock or authorized and issued
Common Stock held in GS Inc.'s treasury or otherwise acquired for the purposes
of the Plan.
    


                  1.6.2 Adjustments. The Committee shall have the authority (but
shall not be required) to adjust the number of shares of Common Stock authorized
pursuant to Section 1.6.1 and to adjust equitably (including, without
limitation, by payment of cash) the terms of any outstanding Awards (including,
without limitation, the number of shares of Common Stock covered by each
outstanding Award, the type of property to which the Award is subject and the
exercise or strike price of any Award), in such manner as it deems appropriate
to preserve the benefits or potential benefits intended to be made available to
grantees of Awards, for any increase or decrease in the number of issued shares
of Common Stock resulting from a stock split, reverse stock split, stock
dividend, spinoff, splitup, combination or reclassification of the Common Stock,
or any other event the Committee determines in its sole discretion affects the
capitalization of GS Inc., including any extraordinary dividend or distribution.
After any adjustment made pursuant to this Section 1.6.2, the number of shares
of Common Stock subject to each outstanding Award shall be rounded to the
nearest whole number.

                  1.6.3 Except as provided in this Section 1.6 or under the
terms of any applicable Award Agreement, there shall be no limit on the number
or the value of shares of Common Stock that may be subject to Awards to any
individual under the Plan.

                  1.6.4 There shall be no limit on the amount of cash,
securities (other than shares of Common Stock as provided in this Section 1.6)
or other property that may be delivered pursuant to any Award.


                                        5
                                   ARTICLE II

                              AWARDS UNDER THE PLAN


2.1      Agreements Evidencing Awards

                  Each Award granted under the Plan shall be evidenced by a
written document which shall contain such provisions and conditions as the
Committee deems appropriate. The Committee may grant Awards in tandem with or in
substitution for any other Award or Awards granted under this Plan or any award
granted under any other plan of the Firm. By accepting an Award pursuant to the
Plan, a grantee thereby agrees that the Award shall be subject to all of the
terms and provisions of the Plan and the applicable Award Agreement.

2.2      No Rights as a Shareholder

                  No grantee of an Award shall have any of the rights of a
shareholder of GS Inc. with respect to shares subject to such Award until the
delivery of such shares. Except as otherwise provided in Section 1.6.2, no
adjustments shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, Common Stock, other securities
or other property) for which the record date is prior to the date such shares
are delivered.


2.3      Grant of Options and Stock Appreciation Rights

                  The Committee may grant (a) Options to purchase shares of
Common Stock from GS Inc. and (b) stock appreciation rights, in such amounts and
subject to such terms and conditions as the Committee may determine.


2.4      Exercise of Options and Stock Appreciation Rights

                  2.4.1 Any acceptance by the Committee of an optionee's written
notice of exercise of an Option shall be conditioned upon payment for the shares
being purchased. Such payment may be made in cash or by such other method as the
Committee may from time to time prescribe.


                                        6
                  2.4.2 After receiving payment from the optionee of the full
Option exercise price, or after receiving notice from the grantee of the
exercise of a stock appreciation right for which payment will be made by GS Inc.
partly or entirely in shares of Common Stock, GS Inc. shall, subject to the
provisions of the Plan or any Award Agreement, deliver the shares of Common
Stock.

2.5      Grant of Restricted Stock

                  The Committee may grant or offer for sale restricted shares of
Common Stock in such amounts and subject to such terms and conditions as the
Committee shall determine. Upon the delivery of such shares, the grantee shall
have the rights of a shareholder with respect to the restricted stock, subject
to any restrictions and conditions as the Committee may include in the
applicable Award Agreement. In the event that a Certificate is issued in respect
of restricted shares of Common Stock, such Certificate may be registered in the
name of the grantee but shall be held by GS Inc. or its designated agent until
the time the restrictions lapse.

2.6      Grant of Restricted Stock Units

                  The Committee may grant Awards of restricted stock units in
such amounts and subject to such terms and conditions as the Committee shall
determine. A grantee of a restricted stock unit will have only the rights of a
general unsecured creditor of GS Inc. until delivery of shares of Common Stock,
cash or other securities or property is made as specified in the applicable
Award Agreement. On the delivery date, the grantee of each restricted stock unit
not previously forfeited shall receive one share of Common Stock, or cash,
securities or other property equal in value to a share of Common Stock or a
combination thereof, as specified by the Committee.


2.7      Other Stock-Based Awards

                  The Committee may grant other types of equity-based or
equity-related Awards (including the grant or offer for sale of unrestricted
shares of Common Stock) in such amounts and subject to such terms and
conditions, as the Committee shall determine. Such Awards may entail the
transfer of actual shares of Common Stock to Plan participants, or payment in
cash or otherwise of amounts based on the value of shares of Common Stock, and
may include, without


                                        7
limitation, Awards designed to comply with or take advantage of the applicable
local laws of jurisdictions other than the United States.

2.8      Grant of Dividend Equivalent Rights

                  The Committee may include in the Award Agreement with respect
to any Award a dividend equivalent right entitling the grantee to receive
amounts equal to all or any portion of the dividends that would be paid on the
shares of Common Stock covered by such Award if such shares had been delivered
pursuant to such Award. The grantee of a dividend equivalent right will have
only the rights of a general unsecured creditor of GS Inc. until payment of such
amounts is made as specified in the applicable Award Agreement. In the event
such a provision is included in an Award Agreement, the Committee shall
determine whether such payments shall be made in cash, in shares of Common Stock
or in another form, whether they shall be conditioned upon the exercise of the
Award to which they relate, the time or times at which they shall be made, and
such other terms and conditions as the Committee shall deem appropriate.


                                   ARTICLE III

                                  MISCELLANEOUS


3.1      Amendment of the Plan

                  3.1.1 Unless otherwise provided in an Award Agreement, the
Board may from time to time suspend, discontinue, revise or amend the Plan in
any respect whatsoever, including in any manner that adversely affects the
rights, duties or obligations of any grantee of an Award.

                  3.1.2 Unless otherwise determined by the Board, shareholder
approval of any suspension, discontinuance, revision or amendment shall be
obtained only to the extent necessary to comply with any applicable law, rule or
regulation.


3.2      Tax Withholding

                  3.2.1 As a condition to the delivery of any shares of Common
Stock pursuant to any Award or the lifting or lapse of restrictions on any
Award, or in connection with any other event that gives rise to a federal or
other governmental tax withholding obligation on the part of GS Inc. or any of
its subsidiaries or affiliates relating to an Award (including, without
limitation, FICA tax), (a) GS Inc. may deduct or withhold (or cause to be
deducted or withheld) from any


                                        8
payment or distribution to a grantee whether or not pursuant to the Plan or (b)
the Committee shall be entitled to require that the grantee remit cash to GS
Inc. or any of its subsidiaries or affiliates (through payroll deduction or
otherwise), in each case in an amount sufficient in the opinion of GS Inc. to
satisfy such withholding obligation.

                  3.2.2 If the event giving rise to the withholding obligation
involves a transfer of shares of Common Stock, then, unless the applicable Award
Agreement provides otherwise, at the discretion of the Committee, the grantee
may satisfy the withholding obligation described under Section 3.2.1 by electing
to have GS Inc. withhold shares of Common Stock (which withholding, unless
otherwise provided in the applicable Award Agreement, will be at a rate not in
excess of the statutory minimum rate) or by tendering previously owned shares of
Common Stock, in each case having a Fair Market Value equal to the amount of tax
to be withheld (or by any other mechanism as may be required or appropriate to
conform with local tax and other rules). For this purpose, Fair Market Value
shall be determined as of the date on which the amount of tax to be withheld is
determined (and GS Inc. may cause any fractional share amount to be settled in
cash).

3.3      Required Consents and Legends

                  3.3.1 If the Committee shall at any time determine that any
consent (as hereinafter defined) is necessary or desirable as a condition of, or
in connection with, the granting of any Award, the delivery of shares of Common
Stock or the delivery of any cash, securities or other property under the Plan,
or the taking of any other action thereunder (each such action being hereinafter
referred to as a 'plan action'), then such plan action shall not be taken, in
whole or in part, unless and until such consent shall have been effected or
obtained to the full satisfaction of the Committee. The Committee may direct
that any Certificate evidencing shares delivered pursuant to the Plan shall bear
a legend setting forth such restrictions on transferability as the Committee may
determine to be necessary or desirable, and may advise the transfer agent to
place a stop order against any legended shares.

                  3.3.2 The term 'consent' as used herein with respect to any
plan action includes (a) any and all listings, registrations or qualifications
in respect thereof upon any securities exchange or under any federal, state, or
local law, or law, rule or regulation of a jurisdiction outside the United
States, (b) any and all written agreements and representations by the grantee
with respect to the disposition of shares, or with respect to any other matter,
which the Committee may deem necessary or desirable to comply with the terms of
any such listing, registration or qualification or to obtain an exemption from
the requirement that any such listing, qualification or registration be made,
(c) any and all other consents, clearances and approvals in respect of a plan
action by any governmental or other regulatory body or any stock exchange or
self-regulatory agency and (d) any and all consents or authorizations required
to comply with, or


                                        9
required to be obtained under, applicable local law or otherwise required by the
Committee. Nothing herein shall require GS Inc. to list, register or qualify the
shares of Common Stock on any securities exchange.

3.4      Nonassignability

   
                  Except to the extent otherwise expressly provided in the
applicable Award Agreement, no Award (or any rights and obligations thereunder)
granted to any person under the Plan may be sold, exchanged, transferred,
assigned, pledged, hypothecated or otherwise disposed of (including through the
use of any cash-settled instrument) (each such action being hereinafter referred
to as an 'assignment'), whether voluntarily or involuntarily, other than by will
or by the laws of descent and distribution, and all such Awards (and any rights
thereunder) shall be exercisable during the life of the grantee only by the
grantee or the grantee's legal representative. Notwithstanding the immediately
preceding sentence, the Committee may permit, under such terms and conditions
that it deems appropriate in its sole discretion, a grantee to transfer any
Award to any person or entity that the Committee so determines. Any assignment
in violation of the provisions of this Section 3.4 shall be void. All of the
terms and conditions of this Plan and the Award Agreements shall be binding upon
any such permitted successors and assigns.
    


3.5      Requirement of Consent and Notification of Election Under Section 83(b)
         of the Code or Similar Provision

                  No election under Section 83(b) of the Code (to include in
gross income in the year of transfer the amounts specified in Code Section
83(b)) or under a similar provision of the law of a jurisdiction outside the
United States may be made unless expressly permitted by the terms of the Award
Agreement or by action of the Committee in writing prior to the making of such
election. If a grantee of an Award, in connection with the acquisition of shares
of Common Stock under the Plan or otherwise, is expressly permitted under the
terms of the Award Agreement or by such Committee action to make any such
election and the grantee makes the election, the grantee shall notify the
Committee of such election within ten (10) days of filing notice of the election
with the Internal Revenue Service or other governmental authority, in addition
to any filing and notification required pursuant to regulations issued under
Code Section 83(b) or other applicable provision.


                                       10
3.6      Requirement of Notification Upon Disqualifying Disposition Under
         Section 421(b) of the Code

                  If any grantee shall make any disposition of shares of Common
Stock delivered pursuant to the exercise of an Incentive Stock Option under the
circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), such grantee shall notify GS Inc. of such
disposition within 10 days thereof.

3.7      Change in Control

                  3.7.1 The Committee may provide in any Award Agreement for
provisions relating to a 'change in control' of GS Inc. or any of its
subsidiaries or affiliates (as such term is defined by the Committee in any such
Award Agreement), including, without limitation, the acceleration of the
exercisability of, or the lapse of restrictions or deemed satisfaction of goals
with respect to, any outstanding Awards.

                  3.7.2 Unless otherwise provided in the applicable Award
Agreement, in the event of a merger, consolidation, mandatory share exchange or
other similar business combination of GS Inc. with or into any other entity
('successor entity') or any transaction in which another person or entity
acquires all of the issued and outstanding Common Stock of GS Inc., or all or
substantially all of the assets of GS Inc., outstanding Awards may be assumed or
an equivalent Award may be substituted by such successor entity or a parent or
subsidiary of such successor entity.

3.8      Right of Discharge Reserved

                  Nothing in the Plan or in any Award Agreement shall confer
upon any grantee the right to continued Employment by the Firm or affect any
right which the Firm may have to terminate such Employment.

3.9      Nature of Payments

                  3.9.1 Any and all grants of Awards and deliveries of Common
Stock, cash, securities or other property under the Plan shall be in
consideration of services performed or to be performed for the Firm by the
grantee. Awards under the Plan may, in the discretion of the Committee, be made
in substitution in whole or in part for cash or other compensation otherwise
payable to an Employee.

                  3.9.2 All such grants and deliveries shall constitute a
special discretionary


                                       11
incentive payment to the grantee and shall not be required to be taken into
account in computing the amount of salary or compensation of the grantee for the
purpose of determining any contributions to or any benefits under any pension,
retirement, profit-sharing, bonus, life insurance, severance or other benefit
plan of the Firm or under any agreement with the grantee, unless the Firm
specifically provides otherwise.

3.10     Non-Uniform Determinations

                  The Committee's determinations under the Plan and Award
Agreements need not be uniform and may be made by it selectively among persons
who receive, or are eligible to receive, Awards under the Plan (whether or not
such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations under Award Agreements, and to enter
into nonuniform and selective Award Agreements, as to (a) the persons to receive
Awards, (b) the terms and provisions of Awards and (c) whether a grantee's
Employment has been terminated for purposes of the Plan.

3.11     Other Payments or Awards

                  Nothing contained in the Plan shall be deemed in any way to
limit or restrict GS Inc. from making any award or payment to any person under
any other plan, arrangement or understanding, whether now existing or hereafter
in effect.

3.12     Plan Headings

                  The headings in this Plan are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions
hereof.

3.13     Date of Adoption and Term of Plan

                  The Plan was adopted by the Board on April ___, 1999. Unless
sooner terminated by the Board, the provisions of the Plan respecting the grant
of Incentive Stock Options shall terminate on the day before the tenth
anniversary of the adoption of the Plan by the Board, and no Incentive Stock
Options shall thereafter be granted under the Plan. The Board reserves the right
to terminate the Plan at any time; provided, however, that all Awards made under
the Plan prior


                                       12
to its termination shall remain in effect until such Awards have been satisfied
or terminated in accordance with the terms and provisions of the Plan and the
applicable Award Agreements.

3.14     Governing Law

                  ALL RIGHTS AND OBLIGATIONS UNDER THE PLAN AND EACH AWARD
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

3.15     Severability; Entire Agreement

                  If any of the provisions of this Plan or any Award Agreement
is finally held to be invalid, illegal or unenforceable (whether in whole or in
part), such provision shall be deemed modified to the extent, but only to the
extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby; provided, that if any of such
provisions is finally held to be invalid, illegal, or unenforceable because it
exceeds the maximum scope determined to be acceptable to permit such provision
to be enforceable, such provision shall be deemed to be modified to the minimum
extent necessary to modify such scope in order to make such provision
enforceable hereunder. The Plan and any Award Agreements contain the entire
agreement of the parties with respect to the subject matter thereof and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.

3.16     Waiver of Claims

                  Each grantee of an Award recognizes and agrees that prior to
being selected by the Committee to receive an Award he or she has no right to
any benefits hereunder. Accordingly, in consideration of the grantee's receipt
of any Award hereunder, he or she expressly waives any right to contest the
amount of any Award, the terms of any Award Agreement, any determination, action
or omission hereunder or under any Award Agreement by the Committee, GS Inc. or
the Board, or any amendment to the Plan or any Award Agreement (other than an
amendment to this Plan or an Award Agreement to which his or her consent is
expressly required by the express terms of an Award Agreement).


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3.17     No Third Party Beneficiaries

                  Except as expressly provided therein, neither the Plan nor any
Award Agreement shall confer on any person other than the Firm and the grantee
of any Award any rights or remedies thereunder.


3.18     Successors and Assigns of GS Inc.

                  The terms of this Plan shall be binding upon and inure to the
benefit of GS Inc. and its successors and assigns.





         IN WITNESS WHEREOF, and as evidence of the adoption of this Plan
effective as of __________, 1999 by GS Inc., it has caused the same to be signed
by its duly authorized officer this _____ day of __________, 1999.


                                    THE GOLDMAN SACHS GROUP, INC.



                                    By:___________________________
                                       Name:
                                       Title:


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