{"id":39991,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/goldman-sachs-amended-and-restated-stock-incentive-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"goldman-sachs-amended-and-restated-stock-incentive-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/goldman-sachs-amended-and-restated-stock-incentive-plan.html","title":{"rendered":"Goldman Sachs Amended and Restated Stock Incentive Plan"},"content":{"rendered":"
\n\n
\nThe Goldman Sachs<\/b>\n\n<\/p>
\nAmended and Restated Stock Incentive\nPlan<\/b>\n<\/div>\n\n
\nARTICLE I\n\n\n<\/p>
\nGENERAL\n\n\n\n<\/p>
\n1.1 Purpose<\/b>\n\n<\/p>
     \nThe purpose of The Goldman Sachs Amended and\nRestated Stock Incentive Plan is to attract, retain and motivate\nofficers, directors, employees (including prospective\nemployees), consultants and others who may perform services for\nthe Firm (as hereinafter defined), to compensate them for their\ncontributions to the long-term growth and profits of the Firm\nand to encourage them to acquire a proprietary interest in the\nsuccess of the Firm.\n\n\n<\/p>
     \nThe amendments made to The Goldman Sachs 1999\nStock Incentive Plan pursuant to this amendment and restatement\nshall affect only Awards granted on or after the \"Effective\nDate\" (as hereinafter defined). Awards granted prior to the\nEffective Date shall be governed by the terms of the 1999 SIP\nand Award Agreements as in effect prior to the Effective Date.\nThe terms of this Plan are not intended to affect the\ninterpretation of the terms of the 1999 SIP as they existed\nprior to the Effective Date.\n\n\n<\/p>
\n1.2 Definitions of Certain Terms<\/b>\n\n<\/p>
     \nUnless otherwise specified in an applicable Award\nAgreement, the terms listed below shall have the following\nmeanings for purposes of the Plan, any Award Agreement and any\nstandardized terms and conditions that may be adopted from time\nto time by the Committee.\n\n\n<\/p>
     \n1.2.1 \"Award\"<\/i><\/b> means an\naward made pursuant to the Plan.\n\n\n<\/p>
     \n1.2.2 \"Award Agreement\"<\/i><\/b>\n\nmeans the written document or documents by which each Award is\nevidenced, including any Award Statement.\n\n\n<\/p>
     \n1.2.3 \"Award Statement\"<\/i><\/b>\nmeans a written statement that reflects certain Award terms.\n\n\n<\/p>
     \n1.2.4 \"Board\"<\/i><\/b> means the\nBoard of Directors of GS Inc.\n\n\n<\/p>
     \n1.2.5 \"Business Day\"<\/i><\/b>\nmeans any day other than a Saturday, a Sunday or a day on which\nbanking institutions in New York City are authorized or\nobligated by federal law or executive order to be closed.\n\n\n<\/p>
     \n1.2.6 \"Cause\"<\/i><\/b> means\n(a) the Grantee's conviction, whether following trial\nor by plea of guilty or nolo contendere<\/i> (or similar\nplea), in a criminal proceeding (i) on a misdemeanor charge\ninvolving fraud, false statements or misleading omissions,\nwrongful taking, embezzlement, bribery, forgery, counterfeiting\nor extortion, or (ii) on a felony charge, or (iii) on\nan equivalent charge to those in clauses (i) and\n(ii) in jurisdictions which do not use those designations,\n(b) the Grantee's engaging in any conduct which\nconstitutes an employment disqualification under applicable law\n(including statutory disqualification as defined under the\nExchange Act), (c) the Grantee's willful failure to\nperform the Grantee's duties to the Firm, (d) the\nGrantee's violation of any securities or commodities laws,\nany rules or regulations issued pursuant to such laws, or the\nrules and regulations of any securities or commodities exchange\nor association of which the Firm is a member, (e) the\nGrantee's violation of any Firm policy concerning hedging\nor pledging or confidential or proprietary information, or the\nGrantee's material violation of any other Firm policy as in\neffect from time to time, (f) the Grantee's engaging\nin any act or making any\n\n\n\n\n<\/p>
1\n<\/p>
<\/p>
\nstatement which impairs, impugns, denigrates,\ndisparages or negatively reflects upon the name, reputation or\nbusiness interests of the Firm or (g) the Grantee's\nengaging in any conduct detrimental to the Firm. The\ndetermination as to whether Cause has occurred shall be made by\nthe Committee in its sole discretion and, in such case, the\nCommittee also may, but shall not be required to, specify the\ndate such Cause occurred (including by determining that a prior\ntermination of Employment was for Cause). Any rights the Firm\nmay have hereunder and in any Award Agreement in respect of the\nevents giving rise to Cause shall be in addition to the rights\nthe Firm have under any other agreement with a Grantee or at law\nor in equity.\n\n\n\n<\/p>
     \n\n1.2.7 \"Certificate\"<\/i><\/b> means\na stock certificate (or other appropriate document or evidence\nof ownership) representing shares of Common Stock.\n\n\n<\/p>
     \n1.2.8 \"Change in Control\"<\/i><\/b>\nmeans the consummation of a merger, consolidation, statutory\nshare exchange or similar form of corporate transaction\ninvolving GS Inc. (a \"Reorganization\") or sale or\nother disposition of all or substantially all of GS Inc.'s\nassets to an entity that is not an affiliate of GS Inc. (a\n\"Sale\"), that in each case requires the approval of GS\nInc.'s stockholders under the law of GS Inc.'s\njurisdiction of organization, whether for such Reorganization or\nSale (or the issuance of securities of GS Inc. in such\nReorganization or Sale), unless immediately following such\nReorganization or Sale, either: (a) at least 50% of the\ntotal voting power (in respect of the election of directors, or\nsimilar officials in the case of an entity other than a\ncorporation) of (i) the entity resulting from such\nReorganization, or the entity which has acquired all or\nsubstantially all of the assets of GS Inc. in a Sale (in either\ncase, the \"Surviving Entity\"), or (ii) if\napplicable, the ultimate parent entity that directly or\nindirectly has beneficial ownership (within the meaning of\nRule 13d-3 under the Exchange Act, as such Rule is in\neffect on the date of the adoption of the 1999 SIP) of 50% or\nmore of the total voting power (in respect of the election of\ndirectors, or similar officials in the case of an entity other\nthan a corporation) of the Surviving Entity (the \"Parent\nEntity\") is represented by GS Inc.'s securities (the\n\n\"GS Inc. Securities\") that were outstanding\nimmediately prior to such Reorganization or Sale (or, if\napplicable, is represented by shares into which such GS Inc.\nSecurities were converted pursuant to such Reorganization or\nSale) or (b) at least 50% of the members of the board of\ndirectors (or similar officials in the case of an entity other\nthan a corporation) of the Parent Entity (or, if there is no\nParent Entity, the Surviving Entity) following the consummation\nof the Reorganization or Sale were, at the time of the\nBoard's approval of the execution of the initial agreement\nproviding for such Reorganization or Sale, individuals (the\n\"Incumbent Directors\") who either (i) were\nmembers of the Board on the Effective Date or (ii) became\ndirectors subsequent to the Effective Date and whose election or\nnomination for election was approved by a vote of at least\ntwo-thirds of the Incumbent Directors then on the Board (either\nby a specific vote or by approval of GS Inc.'s proxy\nstatement in which such persons are named as nominees for\ndirector).\n\n\n<\/p>
     \n1.2.9 \"Client\"<\/i><\/b> means any\nclient or prospective client of the Firm to whom the Grantee\nprovided services, or for whom the Grantee transacted business,\nor whose identity became known to the Grantee in connection with\nthe Grantee's relationship with or employment by the Firm.\n\n\n\n<\/p>
     \n1.2.10 \"Code\"<\/i><\/b> means the\nInternal Revenue Code of 1986, as amended from time to time, and\nthe applicable rulings and regulations thereunder.\n\n\n<\/p>
     \n1.2.11 \"Committee\"<\/i><\/b> means\nthe committee appointed by the Board to administer the Plan\npursuant to Section 1.3 and, to the extent the Board\ndetermines it is appropriate for the compensation realized from\nAwards under the Plan to be considered \"performance\nbased\" compensation under Section 162(m) of the Code,\nshall be a committee or subcommittee of the Board composed of\ntwo or more members, each of whom is an \"outside\ndirector\" within the meaning of Code Section 162(m),\nand which, to the extent the Board determines it is appropriate\nfor Awards under the Plan to qualify for the exemption available\nunder\n\n\n\n<\/p>
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<\/p>
\nRule 16b-3(d)(1) or Rule 16b-3(e)\npromulgated under the Exchange Act, shall be a committee or\nsubcommittee of the Board composed of two or more members, each\nof whom is a \"non-employee director\" within the\nmeaning of Rule 16b-3. Unless otherwise determined by the\nBoard, the Committee shall be the Compensation Committee of the\nBoard.\n\n\n\n\n<\/p>
     \n1.2.12 \"Common Stock\"<\/i><\/b>\nmeans common stock of GS Inc., par value $0.01 per share.\n\n\n<\/p>
     \n1.2.13 \"Competitive\nEnterprise\"<\/i><\/b> means a business enterprise that\n(a) engages in any activity, (b) owns or controls a\nsignificant interest in or (c) is owned by, or a\nsignificant interest in which is owned or controlled by, any\nentity that engages in any activity, that, in any case, competes\nanywhere with any activity in which the Firm is engaged. The\nactivities covered by this definition include, without\nlimitation, financial services such as investment banking,\npublic or private finance, lending, financial advisory services,\nprivate investing (for anyone other than the Grantee and members\nof the Grantee's family), merchant banking, asset or hedge\nfund management, insurance or reinsurance underwriting or\nbrokerage, property management, or securities, futures,\ncommodities, energy, derivatives or currency brokerage, sales,\nlending, custody, clearance, settlement or trading.\n\n\n\n<\/p>
     \n1.2.14 \"Custody Account\"<\/i><\/b>\nmeans the custody account maintained by a Grantee with The Chase\nManhattan Bank or such successor custodian as may be designated\nby GS Inc.\n\n\n<\/p>
     \n1.2.15 \"Date of Grant\"<\/i><\/b>\nmeans the date specified in the Grantee's Award Agreement\nas the date of grant of the Award.\n\n\n<\/p>
     \n1.2.16 \"Delivery Date\"<\/i><\/b>\nmeans each date specified in the Grantee's Award Agreement\nas a delivery date, provided<\/i>, unless the Committee\ndetermines otherwise, such date is during a Window Period or, if\nsuch date is not during a Window Period, the first trading day\nof the first Window Period beginning after such date.\n\n\n<\/p>
     \n1.2.17 \"Dividend Equivalent\nRight\"<\/i><\/b> means a dividend equivalent right granted\nunder the Plan, which represents an unfunded and unsecured\npromise to pay to the Grantee amounts equal to all or any\nportion of the regular cash dividends that would be paid on\nshares of Common Stock covered by an Award if such shares had\nbeen delivered pursuant to an Award.\n\n\n<\/p>
     \n1.2.18 \"Effective Date\"<\/i><\/b>\nmeans the date this Plan is approved by the stockholders of GS\nInc. pursuant to Section 3.15 hereof.\n\n\n<\/p>
     \n1.2.19 \"Employment\"<\/i><\/b> means\nthe Grantee's performance of services for the Firm, as\ndetermined by the Committee. The terms \"employ\" and\n\n\"employed\" shall have their correlative meanings. The\nCommittee in its sole discretion may determine (a) whether\nand when a Grantee's leave of absence results in a\ntermination of Employment (for this purpose, unless the\nCommittee determines otherwise, a Grantee shall be treated as\nterminating Employment with the Firm upon the occurrence of an\nExtended Absence), (b) whether and when a change in a\nGrantee's association with the Firm results in a\ntermination of Employment and (c) the impact, if any, of\nany such leave of absence or change in association on Awards\ntheretofore made. Unless expressly provided otherwise, any\nreferences in the Plan or any Award Agreement to a\nGrantee's Employment being terminated shall include both\nvoluntary and involuntary terminations.\n\n\n<\/p>
     \n1.2.20 \"Exchange Act\"<\/i><\/b>\nmeans the Securities Exchange Act of 1934, as amended from time\nto time, and the applicable rules and regulations thereunder.\n\n\n<\/p>
     \n1.2.21 \"Exercise Price\"<\/i><\/b>\nmeans (i) in the case of Options, the price specified in\nthe Grantee's Award Agreement as the price-per-share of\nCommon Stock at which such share can be purchased pursuant to\nthe Option or (ii) in the case of SARs, the price specified\nin the Grantee's Award Agreement as the reference\nprice-per-share of Common Stock used to calculate the amount\npayable to the Grantee.\n\n\n\n<\/p>
3\n<\/p>
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\n\n \n\n<\/p>
     \n1.2.22 \"Expiration Date\"<\/i><\/b>\nmeans the date specified in the Grantee's Award Agreement\nas the final expiration date of the Award.\n\n\n<\/p>
     \n1.2.23 \"Extended Absence\"<\/i><\/b>\nmeans the Grantee's inability to perform for six\n(6) continuous months, due to illness, injury or\npregnancy-related complications, substantially all the essential\nduties of the Grantee's occupation, as determined by the\nCommittee.\n\n\n\n<\/p>
     \n1.2.24 \"Fair Market\nValue\"<\/i><\/b> means, with respect to a share of Common\nStock on any day, the fair market value as determined in\naccordance with a valuation methodology approved by the\nCommittee.\n\n\n<\/p>
     \n1.2.25 \"Firm\"<\/i><\/b> means GS\nInc. and its subsidiaries and affiliates.\n\n\n<\/p>
     \n\n1.2.26 \"Good Reason\"<\/i><\/b>\nmeans, in connection with a termination of employment by a\nGrantee following a Change in Control, (a) as determined by\nthe Committee, a materially adverse alteration in the\nGrantee's position or in the nature or status of the\nGrantee's responsibilities from those in effect immediately\nprior to the Change in Control or (b) the Firm's\nrequiring the Grantee's principal place of Employment to be\nlocated more than seventy-five (75) miles from the location\nwhere the Grantee is principally Employed at the time of the\nChange in Control (except for required travel on the Firm's\nbusiness to an extent substantially consistent with the\nGrantee's customary business travel obligations in the\nordinary course of business prior to the Change in Control).\n\n\n<\/p>
     \n1.2.27 \"Grantee\"<\/i><\/b> means a\nperson who receives an Award.\n\n\n\n<\/p>
     \n1.2.28 \"GS Inc.\"<\/i><\/b> means\nThe Goldman Sachs Group, Inc., and any successor thereto.\n\n\n<\/p>
     \n1.2.29 \"Incentive Stock\nOption\"<\/i><\/b> means an option to purchase shares of\nCommon Stock that is intended to qualify for special federal\nincome tax treatment pursuant to Sections 421 and 422 of\nthe Code, as now constituted or subsequently amended, or\npursuant to a successor provision of the Code, and which is so\ndesignated in the applicable Option Award Agreement.\n\n\n<\/p>
     \n1.2.30 \"Initial Exercise\nDate\"<\/i><\/b> means, with respect to an Option or an SAR,\nthe date specified in the Grantee's Award Agreement as the\ninitial date on which such Award may be exercised,\nprovided<\/i>, unless the Committee determines otherwise, such\ndate is during a Window Period or, if such date is not during a\nWindow Period, the first trading day of the first Window Period\nbeginning after such date.\n\n\n<\/p>
     \n1.2.31 \"1999 SIP\"<\/i><\/b> means\nThe Goldman Sachs 1999 Stock Incentive Plan, as in effect prior\nto the Effective Date.\n\n\n<\/p>
     \n1.2.32 \"Nonqualified Stock\nOption\"<\/i><\/b> means an option to purchase shares of\nCommon Stock that is not an Incentive Stock Option.\n\n\n<\/p>
     \n1.2.33 \"Option\"<\/i><\/b> means an\nIncentive Stock Option or a Nonqualified Stock Option or both,\nas the context requires.\n\n\n<\/p>
     \n1.2.34 \"Outstanding\"<\/i><\/b>\n\nmeans any Award to the extent it has not been forfeited,\ncancelled, terminated, exercised or with respect to which the\nshares of Common Stock underlying the Award have not been\npreviously delivered or other payments made.\n\n\n<\/p>
     \n1.2.35 \"Plan\"<\/i><\/b> means The\nGoldman Sachs Amended and Restated Stock Incentive Plan, as\ndescribed herein and as hereafter amended from time to time.\n\n\n<\/p>
     \n1.2.36 \"RSU\"<\/i><\/b> means a\nrestricted stock unit Award granted under the Plan, which\nrepresents an unfunded and unsecured promise to deliver shares\nof Common Stock in accordance with the terms of the RSU Award\nAgreement.\n\n\n<\/p>
     \n1.2.37 \"RSU Shares\"<\/i><\/b> means\nshares of Common Stock that underlie an RSU.\n\n\n\n<\/p>
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\n \n\n<\/p>
     \n1.2.38 \"Restricted Share\"<\/i><\/b>\n\nmeans a share of Common Stock delivered under the Plan that is\nsubject to certain transfer restrictions, forfeiture provisions\nand\/or other terms and conditions specified herein and in the\nRestricted Share Award Agreement.\n\n\n<\/p>
     \n1.2.39 \"Retirement\"<\/i><\/b> means\ntermination of the Grantee's Employment (other than for\nCause) on or after the Date of Grant at a time when (a) the\nsum of the Grantee's age plus years of service with the\nFirm (as determined by the Committee in its sole discretion)\nequals or exceeds 55 and (b) the Grantee has completed at\nleast five (5) years of service with the Firm (as\ndetermined by the Committee in its sole discretion).\n\n\n<\/p>
     \n1.2.40 \"SAR\"<\/i><\/b> means a\nstock appreciation right granted under the Plan, which\nrepresents an unfunded and unsecured promise to deliver shares\nof Common Stock, cash or other property equal in value to the\nexcess of the Fair Market Value per share of Common Stock over\nthe Exercise Price per share of the SAR, subject to the terms of\nthe SAR Award Agreement.\n\n\n\n<\/p>
     \n1.2.41 \"SIP\nAdministrator\"<\/i><\/b> means each person designated by the\nCommittee as a \"SIP Administrator\" with the authority\nto perform day-to-day administrative functions for the Plan.\n\n\n<\/p>
     \n1.2.42 \"Solicit\"<\/i><\/b>\nmeans any direct or indirect communication of any kind\nwhatsoever, regardless of by whom initiated, inviting, advising,\nencouraging or requesting any person or entity, in any manner,\nto take or refrain from taking any action.\n\n\n\n<\/p>
     \n1.2.43 \"Vested\"<\/i><\/b>\nmeans, with respect to an Award, the portion of the Award that\nis not subject to a condition that the Grantee remain actively\nemployed by the Firm in order for the Award to remain\nOutstanding. The fact that an Award becomes Vested shall not\nmean or otherwise indicate that the Grantee has an unconditional\nor nonforfeitable right to such Award, and such Award shall\nremain subject to such terms, conditions and forfeiture\nprovisions as may be provided for in the Plan or in the Award\nAgreement.\n\n\n<\/p>
     \n1.2.44 \"Vesting\nDate\"<\/i><\/b> means each date specified in the\nGrantee's Award Agreement as a date on which part or all of\nan Award becomes Vested.\n\n\n<\/p>
     \n1.2.45 \"Window\nPeriod\"<\/i><\/b> means a period designated by the Firm\nduring which all employees of the Firm are permitted to purchase\nor sell shares of Common Stock (provided that, if the Grantee is\na member of a designated group of employees who are subject to\ndifferent restrictions, the Window Period may be a period\ndesignated by the Firm during which an employee of the Firm in\nsuch designated group is permitted to purchase or sell shares of\nCommon Stock).\n\n\n<\/p>
\n1.3 Administration<\/b>\n\n<\/p>
     \n1.3.1 Subject to Sections 1.3.3 and\n1.3.4, the Plan shall be administered by the Committee.\n\n\n<\/p>
     \n1.3.2 The Committee shall have complete\ncontrol over the administration of the Plan and shall have the\nauthority in its sole discretion to (a) exercise all of the\npowers granted to it under the Plan, (b) construe,\ninterpret and implement the Plan and all Award Agreements,\n(c) prescribe, amend and rescind rules and regulations\nrelating to the Plan, including rules governing its own\noperations, (d) make all determinations necessary or\nadvisable in administering the Plan, (e) correct any\ndefect, supply any omission and reconcile any inconsistency in\nthe Plan, (f) amend the Plan to reflect changes in\napplicable law (whether or not the rights of the Grantee of any\nAward are adversely affected, unless otherwise provided in such\nGrantee's Award Agreement), (g) grant Awards and\ndetermine who shall receive Awards, when such Awards shall be\ngranted and the terms of such Awards, including setting forth\nprovisions with regard to termination of Employment, such as\ntermination of Employment for Cause or due to death, Extended\nAbsence, or Retirement, (h) unless otherwise provided in an\nAward Agreement, amend any outstanding Award Agreement in any\nrespect, whether or not the rights of the Grantee of such Award\nare adversely affected, including, without limitation, to\n(1) accelerate the\n\n\n<\/p>
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\ntime or times at which the Award becomes Vested,\nunrestricted or may be exercised (and, in connection with such\nacceleration, the Committee may provide that any shares of\nCommon Stock acquired pursuant to such Award shall be Restricted\nShares, which are subject to vesting, transfer, forfeiture or\nrepayment provisions similar to those in the Grantee's\nunderlying Award), (2) accelerate the time or times at\nwhich shares of Common Stock are delivered under the Award (and,\nwithout limitation on the Committee's rights, in connection\nwith such acceleration, the Committee may provide that any\nshares of Common Stock delivered pursuant to such Award shall be\nRestricted Shares, which are subject to vesting, transfer,\nforfeiture or repayment provisions similar to those in the\nGrantee's underlying Award), (3) waive or amend any\ngoals, restrictions or conditions set forth in such Award\nAgreement, or impose new goals, restrictions and conditions or\n(4) reflect a change in the Grantee's circumstances\n(e.g., a change to part-time employment status or a change in\nposition, duties or responsibilities) and (i) determine at\nany time whether, to what extent and under what circumstances\nand method or methods (1) Awards may be (A) settled in\ncash, shares of Common Stock, other securities, other Awards or\nother property (in which event, the Committee may specify what\nother effects such settlement will have on the Grantee's\nAward, including the effect on any repayment provisions under\nthe Plan or Award Agreement), (B) exercised or\n(C) canceled, forfeited or suspended, (2) shares of\nCommon Stock, other securities, other Awards or other property\nand other amounts payable with respect to an Award may be\ndeferred either automatically or at the election of the Grantee\nthereof or of the Committee, (3) to the extent permitted\nunder applicable law, loans (whether or not secured by Common\nStock) may be extended by the Firm with respect to any Awards,\n(4) Awards may be settled by GS Inc., any of its\nsubsidiaries or affiliates or any of its or their designees and\n(5) the Exercise Price for any Option (other than an\nIncentive Stock Option, unless the Committee determines that\nsuch an Option shall no longer constitute an Incentive Stock\nOption) or SAR may be reset.\n\n\n\n\n<\/p>
     \n1.3.3 Actions of the Committee may be taken\nby the vote of a majority of its members present at a meeting\n(which may be held telephonically). Any action may be taken by a\nwritten instrument signed by a majority of the Committee\nmembers, and action so taken shall be fully as effective as if\nit had been taken by a vote at a meeting. The determination of\nthe Committee on all matters relating to the Plan or any Award\nAgreement shall be final, binding and conclusive. The Committee\nmay allocate among its members and delegate to any person who is\nnot a member of the Committee or to any administrative group\nwithin the Firm, including the SIP Administrators or any of\nthem, any of its powers, responsibilities or duties. In\ndelegating its authority, the Committee shall consider the\nextent to which any delegation may cause Awards to fail to be\ndeductible under Section 162(m) of the Code or to fail to\nmeet the requirements of Rule 16(b)-3(d)(1) or\nRule 16(b)-3(e) under the Exchange Act.\n\n\n<\/p>
     \n1.3.4 Notwithstanding anything to the\ncontrary contained herein, the Board may, in its sole\ndiscretion, at any time and from time to time, grant Awards or\nadminister the Plan. In any such case, the Board shall have all\nof the authority and responsibility granted to the Committee\nherein.\n\n\n<\/p>
     \n1.3.5 No Liability<\/i><\/b>\n\n\n<\/p>
     \nNo member of the Board or the Committee or any\nemployee of the Firm (each such person, a \"Covered\nPerson\") shall have any liability to any person (including\nany Grantee) for any action taken or omitted to be taken or any\ndetermination made in good faith with respect to the Plan or any\nAward. Each Covered Person shall be indemnified and held\nharmless by GS Inc. against and from (a) any loss, cost,\nliability or expense (including attorneys' fees) that may\nbe imposed upon or incurred by such Covered Person in connection\nwith or resulting from any action, suit or proceeding to which\nsuch Covered Person may be a party or in which such Covered\nPerson may be involved by reason of any action taken or omitted\nto be taken under the Plan or any Award Agreement and\n(b) any and all amounts paid by such Covered Person, with\nGS Inc.'s approval, in settlement thereof, or paid by such\nCovered Person in satisfaction of any judgment in any such\naction, suit or proceeding against such Covered Person,\nprovided <\/i>that GS\n\n\n\n<\/p>
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\nInc. shall have the right, at its own expense, to\nassume and defend any such action, suit or proceeding and, once\nGS Inc. gives notice of its intent to assume the defense, GS\nInc. shall have sole control over such defense with counsel of\nGS Inc.'s choice. The foregoing right of indemnification\nshall not be available to a Covered Person to the extent that a\ncourt of competent jurisdiction in a final judgment or other\nfinal adjudication, in either case not subject to further\nappeal, determines that the acts or omissions of such Covered\nPerson giving rise to the indemnification claim resulted from\nsuch Covered Person's bad faith, fraud or willful criminal\nact or omission. The foregoing right of indemnification shall\nnot be exclusive of any other rights of indemnification to which\nCovered Persons may be entitled under GS Inc.'s Amended and\nRestated Certificate of Incorporation or Amended and Restated\nBylaws, as a matter of law, or otherwise, or any other power\nthat GS Inc. may have to indemnify such persons or hold them\nharmless.\n\n\n\n<\/p>
\n1.4 Persons Eligible for Awards<\/b>\n\n<\/p>
     \nAwards under the Plan may be made to such\nofficers, directors, employees (including prospective\nemployees), consultants and other individuals who may perform\nservices for the Firm, as the Committee may select.\n\n\n<\/p>
1.5 Types of Awards Under Plan<\/b><\/p>\n\n
     \nAwards may be made under the Plan in the form of\n(a) Options, (b) SARs, (c) Restricted Shares,\n(d) RSUs, (e) Dividend Equivalent Rights and\n(f) other equity-based or equity-related Awards that the\nCommittee determines are consistent with the purpose of the Plan\nand the interests of the Firm. No Incentive Stock Option (other\nthan an Incentive Stock Option that may be assumed or issued by\nGS Inc. in connection with a transaction to which\nSection 424(a) of the Code applies) may be granted to a\nperson who is not eligible to receive an Incentive Stock Option\nunder the Code.\n\n\n<\/p>
\n1.6 Shares Available for Awards<\/b>\n\n<\/p>
     \n1.6.1 Total Shares Available.<\/i><\/b>\nSubject to adjustment pursuant to Section 1.6.2, the total\nnumber of shares of Common Stock which may be delivered pursuant\nto Awards granted under the Plan on or after the Effective Date\nshall not exceed two hundred and fifty million shares\n(250,000,000) and pursuant to Awards granted in the fiscal year\nbeginning November 29, 2008 and each fiscal year thereafter\nuntil the expiration of the Plan shall not exceed five\npercent (5%) of the issued and outstanding shares of Common\nStock, determined as of the last day of the immediately\npreceding fiscal year, increased by the number of shares\navailable for Awards in previous fiscal years but not then\ncovered by Awards granted in such years. No further Awards shall\nbe granted pursuant to the 1999 Plan. If, on or after the\nEffective Date, any Award that was granted on or after the\nEffective Date is forfeited or otherwise terminates or is\ncanceled without the delivery of shares of Common Stock, shares\nof Common Stock are surrendered or withheld from any Award to\nsatisfy any obligation of the Grantee (including Federal, state\nor foreign taxes) or shares of Common Stock owned by a Grantee\nare tendered to pay the exercise price of any Award granted\nunder the Plan, then the shares covered by such forfeited,\nterminated or canceled Award or which are equal to the number of\nshares surrendered, withheld or tendered shall again become\navailable to be delivered pursuant to Awards granted under this\nPlan. Notwithstanding the foregoing, but subject to adjustment\nas provided in Section 1.6.2, no more than one hundred\nmillion (100,000,000) shares of Common Stock that can be\ndelivered under the Plan shall be deliverable pursuant to the\nexercise of Incentive Stock Options. The maximum number of\nshares of Common Stock with respect to which Options or SARs may\nbe granted to an individual Grantee (i) in GS Inc.'s\nfiscal year ending in 2003 shall equal 2,500,000 shares of\nCommon Stock and (ii) in each subsequent fiscal year shall\nequal 105% of the maximum number for the preceding fiscal year.\nAny shares of Common Stock (a) delivered by GS Inc.,\n(b) with\n\n\n\n<\/p>
7\n\n\n<\/p>
<\/p>
\nrespect to which Awards are made hereunder and\n(c) with respect to which the Firm becomes obligated to\nmake Awards, in each case through the assumption of, or in\nsubstitution for, outstanding awards previously granted by an\nacquired entity, shall not count against the shares of Common\nStock available to be delivered pursuant to Awards under this\nPlan. Shares of Common Stock that may be delivered pursuant to\nAwards may be authorized but unissued Common Stock or authorized\nand issued Common Stock held in GS Inc.'s treasury or\notherwise acquired for the purposes of the Plan.\n\n\n\n<\/p>
     \n\n1.6.2 Adjustments.<\/i><\/b> The\nCommittee shall have the authority (but not the obligation) to\nadjust the number of shares of Common Stock authorized pursuant\nto Section 1.6.1 and to adjust (including, without\nlimitation, by payment of cash) the terms of any Outstanding\nAwards (including, without limitation, the number of shares of\nCommon Stock covered by each Outstanding Award, the type of\nproperty to which the Award relates and the exercise or strike\nprice of any Award), in such manner as it deems appropriate to\nprevent the enlargement or dilution of rights, or otherwise as\nit deems appropriate, for any increase or decrease in the number\nof issued shares of Common Stock (or issuance of shares of stock\nother than shares of Common Stock) resulting from a\nrecapitalization, stock split, reverse stock split, stock\ndividend, spinoff, splitup, combination, reclassification or\nexchange of shares of Common Stock, merger, consolidation,\nrights offering, separation, reorganization or any other change\nin corporate structure or event the Committee determines in its\nsole discretion affects the capitalization of GS Inc., including\nany extraordinary dividend or distribution. After any adjustment\nmade pursuant to this Section 1.6.2, the number of shares\nof Common Stock subject to each Outstanding Award shall be\nrounded up or down to the nearest whole number as determined by\nthe Committee.\n\n\n<\/p>
     \n1.6.3 Except as provided in this\nSection 1.6 or under the terms of any applicable Award\nAgreement, there shall be no limit on the number or the value of\nshares of Common Stock that may be subject to Awards to any\nindividual under the Plan.\n\n\n<\/p>
     \n1.6.4 There shall be no limit on the amount\nof cash, securities (other than shares of Common Stock as\nprovided in Section 1.6.1, as adjusted by 1.6.2) or\nother property that may be delivered pursuant to any Award.\n\n\n\n<\/p>
\nARTICLE II\n\n\n<\/p>
\nAWARDS UNDER THE PLAN\n<\/p>
\n\n2.1 Agreements Evidencing Awards<\/b>\n\n<\/p>
     \nEach Award granted under the Plan shall be\nevidenced by an Award Agreement, which shall contain such\nprovisions and conditions as the Committee deems appropriate\n(and which may incorporate by reference some or all of the\nprovisions of the Plan). The Committee may grant Awards in\ntandem with or in substitution for any other Award or Awards\ngranted under this Plan or any award granted under any other\nplan of the Firm. By accepting an Award pursuant to the Plan, a\nGrantee thereby agrees that the Award shall be subject to all of\nthe terms and provisions of the Plan and the applicable Award\nAgreement.\n\n\n<\/p>
\n2.2 No Rights as a Shareholder<\/b>\n\n<\/p>
     \nNo Grantee (or other person having rights\npursuant to an Award) shall have any of the rights of a\nshareholder of GS Inc. with respect to shares of Common Stock\nsubject to an Award until the delivery of such shares. Except as\notherwise provided in Section 1.6.2, no adjustments shall\nbe made for dividends or distributions on (whether ordinary or\nextraordinary, and whether in cash, Common Stock, other\nsecurities or other property), or other events relating to,\nshares of Common Stock subject to an Award for which the record\ndate is prior to the date such shares are delivered.\n\n\n<\/p>
8\n\n\n<\/p>
<\/p>
\n \n\n<\/p>
\n2.3 Options<\/b>\n\n<\/p>
     \n2.3.1 Grant.<\/i><\/b> The Committee may\ngrant Awards of Options in such amounts and subject to such\nterms and conditions as the Committee may determine (and may\ninclude a grant of Dividend Equivalent Rights under\nSection 2.8 in connection with such Option grants).\n\n\n<\/p>
     \n2.3.2 Exercise.<\/i><\/b> Options that\nare not Vested or that are not Outstanding may not be exercised.\nOutstanding Vested Options may be exercised in accordance with\nprocedures established by the Committee (but, subject to the\napplicable Award Agreement, may not be exercised earlier than\nthe Initial Exercise Date). The Committee may from time to time\nprescribe periods during which Outstanding Vested Options shall\nnot be exercisable.\n\n\n<\/p>
     \n2.3.3 Payment of Exercise\nPrice.<\/i><\/b> Any acceptance by the Committee of a\nGrantee's written notice of exercise of a Vested Option\nshall be conditioned upon payment for the shares of Common Stock\nbeing purchased. Such payment may be made in cash or by such\nother methods as the Committee may from time to time prescribe.\n\n\n<\/p>
     \n2.3.4 Delivery of Shares.<\/i><\/b>\n\nUnless otherwise determined by the Committee, or as otherwise\nprovided in the applicable Award Agreement, and except as\nprovided in Sections 3.3, 3.4, 3.11 and 3.17.1, and\nsubject to Section 3.2, upon receipt of payment of the full\nExercise Price (or upon satisfaction of procedures adopted by\nthe Committee in connection with a \"cashless\" exercise\nmethod adopted by it) for shares of Common Stock subject to an\nOutstanding Vested Option, delivery of such shares of Common\nStock shall be effected by book-entry credit to the\nGrantee's Custody Account. The Grantee shall be the\nbeneficial owner and record holder of such shares of Common\nStock properly credited to the Custody Account. No delivery of\nsuch shares of Common Stock shall be made to a Grantee unless\nthe Grantee has timely returned all required documentation\nspecified in the Grantee's Award Agreement or as otherwise\nrequired by the Committee or the SIP Administrator.\n\n\n<\/p>
     \n2.3.5 Repayment if Conditions Not\nMet.<\/i><\/b> If the Committee determines that all terms and\nconditions of the Plan and a Grantee's Option Award\nAgreement in respect of exercised Options were not satisfied,\nthen the Grantee shall be obligated to pay the Firm immediately\nupon demand therefor, an amount equal to the excess of the Fair\nMarket Value (determined at the time of exercise) of the shares\nof Common Stock that were delivered in respect of such exercised\nOptions over the Exercise Price paid therefor, without reduction\nfor any shares of Common Stock applied to satisfy withholding\ntax or other obligations in respect of such shares.\n\n\n\n<\/p>
\n2.4 SARs<\/b>\n\n<\/p>
     \n2.4.1 Grant.<\/i><\/b> The Committee may\ngrant Awards of SARs in such amounts and subject to such terms\nand conditions as the Committee may determine (and may include a\ngrant of Dividend Equivalent Rights under Section 2.8 in\nconnection with such SAR grants).\n\n\n<\/p>
     \n2.4.2 Exercise.<\/i><\/b> SARs that are\nnot Vested or that are not Outstanding may not be exercised.\nOutstanding Vested SARs may be exercised in accordance with\nprocedures established by the Committee (but, subject to the\napplicable Award Agreement, may not be exercised earlier than\nthe Initial Exercise Date). The Committee may from time to time\nprescribe periods during which Outstanding Vested SARs shall not\nbe exercisable.\n\n\n\n<\/p>
     \n2.4.3 Delivery of Shares.<\/i><\/b>\nUnless otherwise determined by the Committee, or as otherwise\nprovided in the applicable Award Agreement, and except as\nprovided in Sections 3.3, 3.4, 3.11 and 3.17.1, and\nsubject to Section 3.2, upon exercise of an Outstanding\nVested SAR for which payment will be made partly or entirely in\nshares of Common Stock, delivery of shares of Common Stock (and\ncash in respect of fractional shares), with a Fair Market Value\n(on the exercise date) equal to (i) the excess of\n(a) the Fair Market Value of a share of Common Stock (on\nthe exercise date) over (b) the Exercise Price of such SAR\nmultiplied by (ii) the number of SARs exercised, shall be\neffected by book-entry credit to the Grantee's Custody\nAccount. The\n\n\n<\/p>
9\n\n\n<\/p>
<\/p>
\nGrantee shall be the beneficial owner and record\nholder of such shares of Common Stock properly credited to the\nCustody Account on such date of delivery. No delivery of such\nshares of Common Stock shall be made to a Grantee unless the\nGrantee has timely returned all required documentation specified\nin the Grantee's Award Agreement or as otherwise required\nby the Committee or the SIP Administrator.\n\n\n\n<\/p>
     \n2.4.4 Repayment if Conditions Not\nMet.<\/i><\/b> If the Committee determines that all terms and\nconditions of the Plan and a Grantee's SAR Award Agreement\nin respect of exercised SARs were not satisfied, then the\nGrantee shall be obligated to pay the Firm immediately upon\ndemand therefor, an amount equal to the excess of the Fair\nMarket Value (determined at the time of exercise) of the shares\nof Common Stock subject to the exercised SARs over the Exercise\nPrice therefor, without reduction for any amount applied to\nsatisfy withholding tax or other obligations in respect of such\nSARs.\n\n\n\n<\/p>
\n2.5 Restricted Shares<\/b>\n\n<\/p>
     \n2.5.1 Grant.<\/i><\/b> The Committee may\ngrant or offer for sale Awards of Restricted Shares in such\namounts and subject to such terms and conditions as the\nCommittee may determine. Upon the issuance of such shares in the\nname of the Grantee, the Grantee shall have the rights of a\nshareholder with respect to the Restricted Shares and shall\nbecome the record holder of such shares, subject to the\nprovisions of the Plan and any restrictions and conditions as\nthe Committee may include in the applicable Award Agreement. In\nthe event that a Certificate is issued in respect of Restricted\nShares, such Certificate may be registered in the name of the\nGrantee but shall be held by a custodian (which may be GS Inc.\nor one of its affiliates) until the time the restrictions lapse.\n\n\n<\/p>
     \n2.5.2 Repayment if Conditions Not\nMet.<\/i><\/b> If the Committee determines that all terms and\nconditions of the Plan and a Grantee's Restricted Share\nAward Agreement in respect of Restricted Shares which have\nbecome Vested were not satisfied, then the Grantee shall be\nobligated to pay the Firm immediately upon demand therefor, an\namount equal to the Fair Market Value (determined at the time\nsuch shares became Vested) of such Restricted Shares, without\nreduction for any amount applied to satisfy withholding tax or\nother obligations in respect of such Restricted Shares.\n\n\n\n<\/p>
\n2.6 RSUs<\/b>\n\n<\/p>
     \n2.6.1 Grant.<\/i><\/b> The Committee may\ngrant Awards of RSUs in such amounts and subject to such terms\nand conditions as the Committee may determine. A Grantee of an\nRSU has only the rights of a general unsecured creditor of GS\nInc. until delivery of shares of Common Stock, cash or other\nsecurities or property is made as specified in the applicable\nAward Agreement.\n\n\n<\/p>
     \n2.6.2 Delivery of Shares.<\/i><\/b>\n\nUnless otherwise determined by the Committee, or as otherwise\nprovided in the applicable Award Agreement, and except as\nprovided in Sections 3.3, 3.4, 3.11 and 3.17.3, and\nsubject to Section 3.2, on each Delivery Date the number or\npercentage of RSU Shares specified in the Grantee's Award\nAgreement with respect to the Grantee's then Outstanding\nVested RSUs (which amount may be rounded to avoid fractional RSU\nShares) shall be delivered. Unless otherwise determined by the\nCommittee, or as otherwise provided in the applicable Award\nAgreement, delivery of RSU Shares shall be effected by\nbook-entry credit to the Grantee's Custody Account. The\nGrantee shall be the beneficial owner and record holder of any\nRSU Shares properly credited to the Grantee's Custody\nAccount. No delivery of shares of Common Stock underlying a\nGrantee's RSUs shall be made unless the Grantee has timely\nreturned all required documentation specified in the\nGrantee's Award Agreement or as otherwise determined by the\nCommittee or the SIP Administrator.\n\n\n<\/p>
     \n2.6.3 Repayment if Conditions Not\nMet.<\/i><\/b> If the Committee determines that all terms and\nconditions of the Plan and a Grantee's RSU Award Agreement\nin respect of the delivery of\n\n\n\n<\/p>
10\n\n\n<\/p>
<\/p>
\nshares underlying such RSUs were not satisfied,\nthen the Grantee shall be obligated to pay the Firm immediately\nupon demand therefor, an amount equal to the Fair Market Value\n(determined at the time of delivery) of the shares of Common\nStock delivered with respect to such Delivery Date, without\nreduction for any shares applied to satisfy withholding tax or\nother obligations in respect of such shares of Common Stock.\n\n\n\n<\/p>
\n2.7 Other Stock-Based Awards<\/b>\n\n<\/p>
     \nThe Committee may grant other types of\nequity-based or equity-related Awards (including the grant or\noffer for sale of unrestricted shares of Common Stock) in such\namounts and subject to such terms and conditions as the\nCommittee shall determine. Such Awards may entail the transfer\nof actual shares of Common Stock to Plan participants, or\npayment in cash or otherwise of amounts based on the value of\nshares of Common Stock, and may include, without limitation,\nAwards designed to comply with or take advantage of the\napplicable local laws of jurisdictions other than the United\nStates.\n\n<\/p>
\n\n2.8 Dividend Equivalent Rights<\/b>\n\n<\/p>
     \n2.8.1 Grant.<\/i><\/b> The Committee may\ngrant, either alone or in connection with any other Award, a\nDividend Equivalent Right.\n\n\n\n<\/p>
     \n2.8.2 Payment.<\/i><\/b> The Committee\nshall determine whether payments in connection with a Dividend\nEquivalent Right shall be made in cash, in shares of Common\nStock or in another form, whether they shall be conditioned upon\nthe exercise of any Award to which they relate, the time or\ntimes at which they shall be made and such other terms and\nconditions as the Committee shall deem appropriate.\n\n\n<\/p>
     \n2.8.3 Certain Section 162(m) Related\nConditions. <\/i><\/b>No Dividend Equivalent Right shall be\nconditioned on the exercise of any Option or SAR, if and to the\nextent such Dividend Equivalent Right would cause the\ncompensation payable to a \"covered employee\" as a\nresult of the related Option or SAR not to constitute\nperformance-based compensation under Section 162(m)(4)(C)\nof the Code.\n\n<\/p>
 \n\n2.9 Adoption of Standardized Award Terms and\n    Conditions<\/b>\n<\/p>
     \nThe Committee may, in its discretion, adopt\nstandardized terms and conditions that, unless and to the extent\na Grantee's Award Agreement expressly provides otherwise,\nshall apply to such Awards as may be determined by the Committee\nin its discretion. Any such standardized terms and conditions\nshall have the same force and effect as if expressly\nincorporated into the Plan and each applicable Award Agreement.\n\n\n<\/p>
\nARTICLE III\n\n\n\n<\/p>
\nMISCELLANEOUS\n\n\n<\/p>
 \n3.1 Amendment of the Plan or Award\n    Agreement<\/b>\n<\/p>
     \n3.1.1 Unless otherwise provided in the Plan or in\nan Award Agreement, the Board may from time to time suspend,\ndiscontinue, revise or amend the Plan in any respect whatsoever,\nincluding in any manner that adversely affects the rights,\nduties or obligations of any Grantee of an Award.\n\n\n<\/p>
     \n3.1.2 Unless otherwise determined by the Board,\nshareholder approval of any suspension, discontinuance, revision\nor amendment shall be obtained only to the extent necessary to\ncomply with any applicable law, rule or regulation; provided,\nhowever, <\/i>if and to the extent the Board determines that it\nis appropriate for Awards granted under the Plan to constitute\nperformance-based compensation within the meaning of\nSection 162(m)(4)(C) of the Code, no amendment\n\n\n<\/p>
11\n\n\n<\/p>
<\/p>
\nthat would require stockholder approval in order\nfor amounts paid pursuant to the Plan to constitute\nperformance-based compensation within the meaning of\nSection 162(m)(4)(C) of the Code shall be effective without\nthe approval of the stockholders of GS Inc. as required by\nSection 162(m) of the Code and the regulations thereunder\nand, if and to the extent the Board determines it is appropriate\nfor the Plan to comply with the provisions of Section 422\nof the Code, no amendment that would require stockholder\napproval under Section 422 of the Code shall be effective\nwithout the approval of the stockholders of GS Inc.\n\n<\/p>
 \n3.2 Tax Withholding<\/b>\n\n<\/p>
     \n3.2.1 As a condition to the delivery of any\nshares of Common Stock, other property or cash pursuant to any\nAward or the lifting or lapse of restrictions on any Award, or\nin connection with any other event that gives rise to a federal\nor other governmental tax withholding obligation on the part of\nthe Firm relating to an Award (including, without limitation,\nFICA tax), (a) the Firm may deduct or withhold (or cause to\nbe deducted or withheld) from any payment or distribution to the\nGrantee, whether or not pursuant to the Plan, (b) the\nCommittee shall be entitled to require that the Grantee remit\ncash to the Firm (through payroll deduction or otherwise) or\n(c) the Firm may enter into any other suitable arrangements\nto withhold, in each case in an amount sufficient in the opinion\nof the Firm to satisfy such withholding obligation.\n\n\n<\/p>
     \n\n3.2.2 If the event giving rise to the withholding\nobligation involves a transfer of shares of Common Stock, then,\nat the discretion of the Committee, the Grantee may satisfy the\nwithholding obligation described under Section 3.2.1 by electing\nto have GS Inc. withhold shares of Common Stock (which\nwithholding, unless otherwise provided in the applicable Award\nAgreement, will be at a rate not in excess of the statutory\nminimum rate) or by tendering previously owned shares of Common\nStock, in each case having a Fair Market Value equal to the\namount of tax to be withheld (or by any other mechanism as may\nbe required or appropriate to conform with local tax and other\nrules). For this purpose, Fair Market Value shall be determined\nas of the date on which the amount of tax to be withheld is\ndetermined (and GS Inc. may cause any fractional share amount to\nbe settled in cash).\n\n<\/p>
 \n3.3 Required Consents and Legends<\/b>\n\n<\/p>
     \n3.3.1 If the Committee shall at any time\ndetermine that any consent (as hereinafter defined) is necessary\nor desirable as a condition of, or in connection with, the\ngranting of any Award, the delivery of shares of Common Stock or\nthe delivery of any cash, securities or other property under the\nPlan, or the taking of any other action thereunder (each such\naction being hereinafter referred to as a \"plan\naction\"), then such plan action shall not be taken, in\nwhole or in part, unless and until such consent shall have been\neffected or obtained to the full satisfaction of the Committee.\nThe Committee may direct that any Certificate evidencing shares\ndelivered pursuant to the Plan shall bear a legend setting forth\nsuch restrictions on transferability as the Committee may\ndetermine to be necessary or desirable, and may advise the\ntransfer agent to place a stop order against any legended shares.\n\n\n<\/p>
     \n3.3.2 By accepting an Award, each Grantee shall\nhave expressly provided consent to the items described in\nSection 3.3.3(d) hereof.\n\n\n\n\n<\/p>
     \n3.3.3 The term \"consent\" as used herein\nwith respect to any plan action includes (a) any and all\nlistings, registrations or qualifications in respect thereof\nupon any securities exchange or under any federal, state or\nlocal law, or law, rule or regulation of a jurisdiction outside\nthe United States, (b) any and all written agreements and\nrepresentations by the Grantee with respect to the disposition\nof shares, or with respect to any other matter, which the\nCommittee may deem necessary or desirable to comply with the\nterms of any such listing, registration or qualification or to\nobtain an exemption from the requirement that any such listing,\nqualification or registration be made, (c) any and all\nother consents, clearances and approvals in respect of a plan\naction by\n\n\n<\/p>
12\n\n\n<\/p>
<\/p>
\nany governmental or other regulatory body or any\nstock exchange or self-regulatory agency, (d) any and all\nconsents by the Grantee to (i) the Firm's supplying to\nany third party recordkeeper of the Plan such personal\ninformation as the Committee deems advisable to administer the\nPlan, (ii) the Firm's deducting amounts from the\nGrantee's wages, or another arrangement satisfactory to the\nCommittee, to reimburse the Firm for advances made on the\nGrantee's behalf to satisfy certain withholding and other\ntax obligations in connection with an Award and (iii) the\nFirm's imposing sales and transfer procedures and\nrestrictions and hedging restrictions on shares of Common Stock\ndelivered under the Plan and (e) any and all consents or\nauthorizations required to comply with, or required to be\nobtained under, applicable local law or otherwise required by\nthe Committee. Nothing herein shall require GS Inc. to\nlist, register or qualify the shares of Common Stock on any\nsecurities exchange.\n<\/p>
 \n3.4 Right of Offset<\/b>\n<\/p>
     \nThe Firm shall have the right to offset against\nits obligation to deliver shares of Common Stock (or other\nproperty or cash) under the Plan or any Award Agreement any\noutstanding amounts (including, without limitation, travel and\nentertainment or advance account balances, loans, repayment\nobligations under any Awards, or amounts repayable to the Firm\npursuant to tax equalization, housing, automobile or other\nemployee programs) the Grantee then owes to the Firm and any\namounts the Committee otherwise deems appropriate pursuant to\nany tax equalization policy or agreement.\n\n\n<\/p>
 \n\n3.5 Nonassignability<\/b>\n\n<\/p>
     \nExcept to the extent otherwise expressly provided\nin the applicable Award Agreement, no Award (or any rights and\nobligations thereunder) granted to any person under the Plan may\nbe sold, exchanged, transferred, assigned, pledged,\nhypothecated, fractionalized, hedged or otherwise disposed of\n(including through the use of any cash-settled instrument),\nwhether voluntarily or involuntarily, other than by will or by\nthe laws of descent and distribution, and all such Awards (and\nany rights thereunder) shall be exercisable during the life of\nthe Grantee only by the Grantee or the Grantee's legal\nrepresentative. Notwithstanding the preceding sentence, the\nCommittee may permit, under such terms and conditions that it\ndeems appropriate in its sole discretion, a Grantee to transfer\nany Award to any person or entity that the Committee so\ndetermines. Any sale, exchange, transfer, assignment, pledge,\nhypothecation, fractionalization, hedge or other disposition in\nviolation of the provisions of this Section 3.5 shall be\nvoid. All of the terms and conditions of this Plan and the Award\nAgreements shall be binding upon any permitted successors and\nassigns.\n\n\n<\/p>
 \n\n3.6 Requirement of Consent and Notification of\n    Election Under Section 83(b) of the Code or Similar Provision<\/b>\n\n\n<\/p>
     \nNo election under Section 83(b) of the Code\n(to include in gross income in the year of transfer the amounts\nspecified in Code Section 83(b)) or under a similar\nprovision of the law of a jurisdiction outside the United States\nmay be made unless expressly permitted by the terms of the Award\nAgreement or by action of the Committee in writing prior to the\nmaking of such election. If a Grantee of an Award, in connection\nwith the acquisition of shares of Common Stock under the Plan or\notherwise, is expressly permitted under the terms of the Award\nAgreement or by such Committee action to make any such election\nand the Grantee makes the election, the Grantee shall notify the\nCommittee of such election within ten (10) days of filing\nnotice of the election with the Internal Revenue Service or\nother governmental authority, in addition to any filing and\nnotification required pursuant to regulations issued under Code\nSection 83(b) or other applicable provision.\n\n\n\n<\/p>
13\n\n\n<\/p>
<\/p>
\n \n<\/p>
 \n3.7 Requirement of Notification Upon Disqualifying\n    Disposition Under Section 421(b) of the Code<\/b>\n<\/p>
     \n\nIf any Grantee shall make any disposition of\nshares of Common Stock delivered pursuant to the exercise of an\nIncentive Stock Option under the circumstances described in\nSection 421(b) of the Code (relating to certain\ndisqualifying dispositions), such Grantee shall notify\nGS Inc. of such disposition within ten (10) days\nthereof.\n\n\n<\/p>
 \n\n3.8 Change in Control<\/b>\n\n<\/p>
     \n3.8.1 The Committee may provide in any Award\nAgreement for provisions relating to a Change in Control,\nincluding, without limitation, the acceleration of the\nexercisability of, or the lapse of restrictions or deemed\nsatisfaction of goals with respect to, any Outstanding Awards.\n\n\n<\/p>
     \n3.8.2 Unless otherwise provided in the applicable\nAward Agreement and except as otherwise determined by the\nCommittee, in the event of a merger, consolidation, mandatory\nshare exchange or other similar business combination of\nGS Inc. with or into any other entity (\"successor\nentity\") or any transaction in which another person or\nentity acquires all of the issued and outstanding Common Stock\nof GS Inc., or all or substantially all of the assets of\nGS Inc., Outstanding Awards may be assumed or a\nsubstantially equivalent Award may be substituted by such\nsuccessor entity or a parent or subsidiary of such successor\nentity, and such an assumption or substitution shall not be\ndeemed to violate this Plan or any provision of any Award\nAgreement.\n\n\n<\/p>
 \n\n3.9 Other Conditions to Awards<\/b>\n<\/p>
     \nUnless the Committee determines otherwise, the\nGrantee's rights in respect of all of his or her\nOutstanding Awards (whether or not Vested) shall immediately\nterminate and such Awards shall cease to be Outstanding if:\n(a) the Grantee attempts to have any dispute under the Plan\nor his or her Award Agreement resolved in any manner that is not\nprovided for by Section 3.17, (b) the Grantee in any\nmanner, directly or indirectly, (1) Solicits any Client to\ntransact business with a Competitive Enterprise or to reduce or\nrefrain from doing any business with the Firm or\n(2) interferes with or damages (or attempts to interfere\nwith or damage) any relationship between the Firm and any Client\nor (3) Solicits any person who is an employee of the Firm\nto resign from the Firm or to apply for or accept employment\nwith any Competitive Enterprise, (c) the Grantee fails to\ncertify to GS Inc., in accordance with procedures\nestablished by the Committee, that the Grantee has complied, or\nthe Committee determines that the Grantee in fact has failed to\ncomply, with all the terms and conditions of the Plan or Award\nAgreement or (d) any event constituting Cause occurs with\nrespect to the Grantee. By exercising any Option or SAR or by\naccepting delivery of shares of Common Stock or any other\npayment under this Plan, the Grantee shall be deemed to have\nrepresented and certified at such time that the Grantee has\ncomplied with all the terms and conditions of the Plan and the\nAward Agreement.\n\n<\/p>
\n3.10 Right of Discharge Reserved<\/b>\n\n<\/p>
     \nNeither the grant of an Award nor any provision\nin the Plan or in any Award Agreement shall confer upon any\nGrantee the right to continued Employment by the Firm or affect\nany right that the Firm may have to terminate or alter the terms\nand conditions of the Grantee's Employment.\n\n<\/p>
\n3.11 Nature and Form of Payments<\/b>\n\n<\/p>
     \n3.11.1 Any and all grants of Awards and\ndeliveries of shares of Common Stock, cash or other property\nunder the Plan shall be in consideration of services performed\nor to be performed for the Firm by the Grantee. Awards under the\nPlan may, in the sole discretion of the Committee, be made in\nsubstitution in whole or in part for cash or other compensation\notherwise payable to an Employee. Without limitation on\nSection 1.3 hereof, unless otherwise specifically provided\nin\n\n\n<\/p>
14\n\n\n<\/p>
<\/p>
\n\nan Award Agreement or by applicable law, the\nCommittee shall be permitted with respect to any or all Awards\nto exercise all of the rights described in Section 1.3.2(h)\nand 1.3.2(i). Deliveries of shares of Common Stock may be\nrounded to avoid fractional shares. In addition, the Firm may\npay cash in lieu of fractional shares.\n\n\n\n<\/p>
     \n3.11.2 All grants of Awards and deliveries of\nshares of Common Stock, cash or other property under the Plan\nshall constitute a special discretionary incentive payment to\nthe Grantee and shall not be required to be taken into account\nin computing the amount of salary or compensation of the Grantee\nfor the purpose of determining any contributions to or any\nbenefits under any pension, retirement, profit-sharing, bonus,\nlife insurance, severance or other benefit plan of the Firm or\nunder any agreement with the Grantee, unless the Firm\nspecifically provides otherwise.\n<\/p>
\n\n3.12 Non-Uniform Determinations<\/b>\n\n<\/p>
     \nNone of Committee's determinations under the\nPlan and Award Agreements need to be uniform and any such\ndeterminations may be made by it selectively among persons who\nreceive, or are eligible to receive, Awards under the Plan\n(whether or not such persons are similarly situated). Without\nlimiting the generality of the foregoing, the Committee shall be\nentitled, among other things, to make non-uniform and selective\ndeterminations under Award Agreements, and to enter into\nnon-uniform and selective Award Agreements, as to (a) the\npersons to receive Awards, (b) the terms and provisions of\nAwards, (c) whether a Grantee's Employment has been\nterminated for purposes of the Plan and (d) any adjustments\nto be made to Awards pursuant to Section 1.6.2 or otherwise.\n\n\n<\/p>
\n3.13 Other Payments or Awards<\/b>\n\n<\/p>
     \nNothing contained in the Plan shall be deemed in\nany way to limit or restrict the Firm from making any award or\npayment to any person under any other plan, arrangement or\nunderstanding, whether now existing or hereafter in effect.\n\n<\/p>
\n3.14 Plan Headings; References to Laws, Rules or\n    Regulations<\/b>\n\n<\/p>
     \nThe headings in this Plan are for the purpose of\nconvenience only, and are not intended to define or limit the\nconstruction of the provisions hereof.\n\n\n<\/p>
     \nAny reference in this Plan to any law, rule or\nregulation shall be deemed to include any amendments, revisions\nor successor provisions to such law, rule or regulation.\n<\/p>
\n\n3.15 Date of Adoption and Term of Plan; Shareholder\n    Approval Required<\/b>\n\n<\/p>
     \nThe 1999 SIP was originally adopted by the Board\non April 30, 1999 and was amended and restated by the Board\non January 16, 2003. The adoption of the Plan as amended\nand restated on January 16, 2003 is expressly conditioned\non the approval of the stockholders of GS Inc. at its annual\nmeeting on April 1, 2003 in accordance with Treasury\nRegulation \u00a71.162-27(e)(4), Section 422 of the Code,\nthe rules of the New York Stock Exchange and other applicable\nlaw. If the Plan is not so approved, then the 1999 SIP shall\nremain in full force and effect without regard to the amendments\nadopted on January 16, 2003. Unless sooner terminated by\nthe Board, the Plan shall terminate on the tenth anniversary of\nthe Effective Date. The Board reserves the right to terminate\nthe Plan at any time. All Awards made under the Plan prior to\nthe termination of the Plan shall remain in effect until such\nAwards have been satisfied or terminated in accordance with the\nterms and provisions of the Plan and the applicable Award\nAgreements.\n\n\n<\/p>
15\n\n\n\n<\/p>
<\/p>
\n \n<\/p>
\n3.16 Governing Law<\/b>\n\n<\/p>
     \nAll rights and obligations under the Plan and\neach Award Agreement shall be governed by and construed in\naccordance with the laws of the State of New York, without\nregard to principles of conflict of laws.\n<\/p>
\n3.17 Arbitration<\/b>\n\n<\/p>
     \n3.17.1 Unless otherwise specified in an\napplicable Award Agreement, it shall be a condition of each\nAward that any dispute, controversy or claim between the Firm\nand a Grantee, arising out of or relating to or concerning the\nPlan or applicable Award Agreement, shall be finally settled by\narbitration in New York City before, and in accordance with the\nrules then obtaining of, the New York Stock Exchange, Inc. (the\n\"NYSE\") or, if the NYSE declines to arbitrate the\nmatter in New York City (or if the matter otherwise is not\narbitrable by it), the American Arbitration Association (the\n\"AAA\") in accordance with the commercial arbitration\nrules of the AAA. Prior to arbitration, all claims maintained by\nthe Grantee must first be submitted to the Committee in\naccordance with claims procedures determined by the Committee.\nThis Section is subject to the provisions of\nSections 3.17.2 and 3.17.3 below.\n\n\n<\/p>
     \n3.17.2 Unless otherwise specified in an\napplicable Award Agreement, it shall be a condition of each\nAward that the Firm and the Grantee irrevocably submit to the\nexclusive jurisdiction of any state or federal court located in\nthe city of New York over any suit, action or proceeding arising\nout of or relating to or concerning the Plan or the Award that\nis not otherwise arbitrated or resolved according to\nSection 3.17.1. This includes any suit, action or\nproceeding to compel arbitration or to enforce an arbitration\naward. By accepting an Award, the Grantee acknowledges that the\nforum designated by this Section 3.17.2 has a reasonable\nrelation to the Plan, any applicable Award and to the\nGrantee's relationship with the Firm. Notwithstanding the\nforegoing, nothing herein shall preclude the Firm from bringing\nany suit, action or proceeding in any other court for the\npurpose of enforcing the provisions of this Section 3.17 or\notherwise.\n\n\n\n<\/p>
     \n3.17.3 Unless otherwise specified in an\napplicable Award Agreement, the agreement by the Grantee and the\nFirm as to forum is independent of the law that may be applied\nin the suit, action or proceeding and the Grantee and the Firm\nagree to such forum even if the forum may under applicable law\nchoose to apply non-forum law. By accepting an Award,\n(a) the Grantee waives, to the fullest extent permitted by\napplicable law, any objection which the Grantee may have to\npersonal jurisdiction or to the laying of venue of any such\nsuit, action or proceeding in any court referred to in\nSection 3.17.2, (b) the Grantee undertakes not to\ncommence any action arising out of or relating to or concerning\nany Award in any forum other than a forum described in\nSection 3.17 and (c) the Grantee agrees that, to the\nfullest extent permitted by applicable law, a final and\nnon-appealable judgment in any such suit, action or proceeding\nin any such court shall be conclusive and binding upon the\nGrantee and the Firm.\n\n\n<\/p>
     \n3.17.4 Unless otherwise specified in an\napplicable Award Agreement, by accepting an Award, the Grantee\nirrevocably appoints each General Counsel of GS Inc. as his\nor her agent for service of process in connection with any suit,\naction or proceeding arising out of or relating to or concerning\nthis Plan or any Award which is not arbitrated pursuant to the\nprovisions of Section 3.17.1, who shall promptly advise the\nGrantee of any such service of process.\n\n\n<\/p>
     \n3.17.5 Unless otherwise specified in an\napplicable Award Agreement, by accepting an Award, the Grantee\nagrees to keep confidential the existence of, and any\ninformation concerning, a dispute, controversy or claim\ndescribed in this Section 3.17, except that the Grantee may\ndisclose information concerning such dispute, controversy or\nclaim to the arbitrator or court that is considering such\ndispute, controversy or claim or to his or her legal counsel\n(provided that such counsel agrees not to disclose any such\ninformation other than as necessary to the prosecution or\ndefense of the dispute, controversy or claim).\n\n\n<\/p>
16\n\n\n<\/p>
<\/p>
\n \n<\/p>
\n3.18 Severability; Entire Agreement<\/b>\n\n<\/p>
     \nIf any of the provisions of this Plan or any\nAward Agreement is finally held to be invalid, illegal or\nunenforceable (whether in whole or in part), such provision\nshall be deemed modified to the extent, but only to the extent,\nof such invalidity, illegality or unenforceability and the\nremaining provisions shall not be affected thereby; provided\n<\/i>that, if any of such provisions is finally held to be\ninvalid, illegal or unenforceable because it exceeds the maximum\nscope determined to be acceptable to permit such provision to be\nenforceable, such provision shall be deemed to be modified to\nthe minimum extent necessary to modify such scope in order to\nmake such provision enforceable hereunder. By accepting an\nAward, the Grantee acknowledges that the Plan and any Award\nAgreements contain the entire agreement of the parties with\nrespect to the subject matter thereof and supersede all prior\nagreements, promises, covenants, arrangements, communications,\nrepresentations and warranties between them, whether written or\noral with respect to the subject matter thereof.\n\n<\/p>
\n3.19 Waiver of Claims<\/b>\n\n<\/p>
     \nBy accepting an Award, the Grantee recognizes and\nagrees that prior to being selected by the Committee to receive\nan Award he or she has no right to any benefits under such\nAward. Accordingly, in consideration of the Grantee's\nreceipt of any Award, he or she expressly waives any right to\ncontest the amount of any Award, the terms of any Award\nAgreement, any determination, action or omission hereunder or\nunder any Award Agreement by the Committee, the SIP\nAdministrator, GS Inc. or the Board or any amendment to the\nPlan or any Award Agreement (other than an amendment to this\nPlan or an Award Agreement to which his or her consent is\nexpressly required by the express terms of an Award Agreement),\nand the Grantee expressly waives any claim related in any way to\nany Award including any claim based upon any promissory estoppel\nor other theory in connection with any Award and the\nGrantee's employment with the Firm.\n\n<\/p>
\n\n3.20 No Third Party Beneficiaries<\/b>\n\n<\/p>
     \nExcept as expressly provided in an Award\nAgreement, neither the Plan nor any Award Agreement shall confer\non any person other than the Firm and the Grantee of the Award\nany rights or remedies thereunder; provided <\/i>that the\nexculpation and indemnification provisions of Section 1.3.5\nshall inure to the benefit of a Covered Person's estate,\nbeneficiaries and legatees.\n\n<\/p>
\n3.21 Limitations Imposed by Section 162(m) of\n    the Code<\/b>\n\n<\/p>
     \nNotwithstanding any other provision hereunder,\nprior to a Change in Control, if and to the extent that the\nCommittee determines GS Inc.'s federal tax deduction\nin respect of a particular Grantee's Award may be limited\nas a result of Section 162(m) of the Code, the Committee\nmay take the following actions:\n\n\n<\/p>
     \n\n3.21.1 With respect to such Grantee's\nOptions, SARs and Dividend Equivalent Rights, the Committee may\ndelay the payment in respect of such Options, SARs and Dividend\nEquivalent Rights until a date that is within 30 Business\nDays after the earlier to occur of (i) the date that\ncompensation paid to the Grantee is no longer subject to the\ndeduction limitation under Section 162(m) of the Code and\n(ii) the occurrence of a Change in Control. In the event\nthat a Grantee exercises an Option or SAR or would receive a\npayment in respect of a dividend equivalent right at a time when\nthe Grantee is a \"covered employee\" and the Committee\ndetermines to delay the payment in respect of any such Award,\nthe Committee shall credit cash, or, in the case of an amount\npayable in Common Stock, the Fair Market Value of the Common\nStock, payable to the Grantee to a book account. The Grantee\nshall have no rights in respect of such book account, and the\namount credited thereto shall be subject to the transfer\nrestrictions in Section 3.5. The Committee may credit\nadditional amounts to such book account as it may\n\n\n<\/p>
17\n\n\n<\/p>
<\/p>
\ndetermine in its sole discretion. Any book\naccount created hereunder shall represent only an unfunded\nunsecured promise to pay the amount credited thereto to the\nGrantee in the future.\n\n\n\n<\/p>
     \n3.21.2 With respect to such Grantee's\nRestricted Shares, the Committee may require the Grantee to\nsurrender to the Committee any certificates and agreements with\nrespect to such Restricted Shares in order to cancel the Awards\nof Restricted Shares. In exchange for such cancellation, the\nCommittee shall credit the Fair Market Value of the Restricted\nShares subject to such Awards to a book account. The amount\ncredited to the book account shall be paid to the Grantee within\n30 Business Days after the earlier to occur of (i) the\ndate that compensation paid to the Grantee is no longer subject\nto the deduction limitation under Section 162(m) of the\nCode and (ii) the occurrence of a Change in Control. The\nGrantee shall have no rights in respect of such book account,\nand the amount credited thereto shall be subject to the transfer\nrestrictions in Section 3.5. The Committee may credit\nadditional amounts to such book account as it may determine in\nits sole discretion. Any book account created hereunder shall\nrepresent only an unfunded unsecured promise to pay the amount\ncredited thereto to the Grantee in the future.\n\n\n<\/p>
     \n3.21.3 With respect to such Grantee's RSUs,\nthe Committee may elect to delay delivery of such\nRSU Shares until a date that is within 30 Business\nDays after the earlier to occur of (i) the date that\ncompensation paid to the Grantee is no longer subject to the\ndeduction limitation under Section 162(m) of the Code and\n(ii) the occurrence of a Change in Control.\n<\/p>
\n\n3.22 Certain Limitations on Transactions Involving\n    Common Stock; Fees and Commissions<\/b>\n\n<\/p>
     \n3.22.1 Each Grantee shall be subject to, and\nacceptance of an Award shall constitute an agreement to be\nsubject to the Firm's policies in effect from time to time\nconcerning trading in Common Stock, hedging or pledging and\nconfidential or proprietary information. In addition, with\nrespect to any shares of Common Stock delivered to any Grantee\nin respect of an Award, sales of such Common Stock shall be\neffected in accordance such rules and procedures as may be\nadopted from time to time with respect to sales of such shares\nof Common Stock (which may include, without limitation,\nrestrictions relating to the timing of sale requests, the manner\nin which sales are executed, pricing method, consolidation or\naggregation of orders and volume limits determined by the Firm).\n\n\n<\/p>
     \n3.22.2 Each Grantee may be required to pay any\nbrokerage costs or other fees or expenses associated with any\nAward, including without limitation, in connection with the sale\nof any shares of Common Stock delivered in respect of any Award\nor the exercise of an Option or SAR.\n\n<\/p>
\n3.23 Deliveries<\/b>\n\n<\/p>
     \nDeliveries of shares of Common Stock, cash or\nother property under the Plan shall be made to the Grantee\nreasonably promptly after the Delivery Date or any other date\nsuch delivery is called for, but in no case more than thirty\n(30) Business Days after such date.\n\n\n<\/p>
\n3.24 Successors and Assigns of\n    GS Inc.<\/b>\n\n<\/p>
     \nThe terms of this Plan shall be binding upon and\ninure to the benefit of GS Inc. and its successors and\nassigns.\n\n\n<\/p>
18\n\n\n<\/p>
<\/p>
\n \n<\/p>
     \nIN WITNESS WHEREOF<\/b>, and as evidence of the\nadoption by GS Inc. of this amended and restated Plan effective as of\nJanuary 16, 2003, subject to approval by GS Inc. shareholders at the\nApril 2003 annual meeting, it has caused the same to be signed by its\nduly authorized officer this 16th day of January, 2003.\n\n\n<\/p><\/pre>\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nTHE GOLDMAN SACHS GROUP, INC.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nBy:<\/td>\n  <\/td>\n\/s\/ Esta E. Stecher<\/td>\n<\/tr>\n
  <\/td>\n  <\/td>\n  <\/td>\n\n
<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\nName:<\/td>\n <\/td>\nEsta E. Stecher<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\nTitle:<\/td>\n <\/td>\nExecutive Vice President and General Counsel<\/p>\n
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