0000950123-05-014579 Sample Contracts

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR 20__ RSU AWARD AGREEMENT
Award Agreement • December 9th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of an Award of RSUs granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”) as of [date, 20 ].

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN OUTSIDE DIRECTOR FISCAL 20__ OPTION AWARD
Award Agreement • December 9th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of an award granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”), of Options to purchase shares of Common Stock (“Shares”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN [20_] YEAR-END RESTRICTED STOCK AWARD
Award Agreement • December 9th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the [20 ] Year-End Award (this “Award”) of Restricted Shares granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN [20__] YEAR-END OPTION AWARD
Award Agreement • December 9th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the [20 ] year-end award (this “Award”) of Nonqualified Stock Options (“[20 ] Year-End Options”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN [20__] YEAR-END RSU AWARD
Award Agreement • December 9th, 2005 • Goldman Sachs Group Inc/ • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the [20 ] Year-End award (this “Award”) of RSUs (“[20 ] Year-End RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (the “Plan”).

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