-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ToheoNHOucFFXEkiEPHvU2SfWrOlOzwcuPbgSvklJUvk/3Z/luZjf0bjNVkgJCtx 6U7zTRkxQB7OZxNPGWYT4A== 0000891836-99-000361.txt : 19990518 0000891836-99-000361.hdr.sgml : 19990518 ACCESSION NUMBER: 0000891836-99-000361 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990517 GROUP MEMBERS: ABBY JOSEPH COHEN GROUP MEMBERS: ADDITIONAL GROUP MEMBERS LISTED IN FILING GROUP MEMBERS: ADRIAN P. KINGSHOTT GROUP MEMBERS: ALAN R. GILLESPIE GROUP MEMBERS: ALEXANDER C. DIBELIUS GROUP MEMBERS: ALEXANDER S. EHRLICH GROUP MEMBERS: AMY O. GOODFRIEND GROUP MEMBERS: ANDREW A. CHISHOLM GROUP MEMBERS: ANDREW C. DEVENPORT GROUP MEMBERS: ANDREW J. KAISER GROUP MEMBERS: ANDREW M. ALPER GROUP MEMBERS: ANDREW M. GORDON GROUP MEMBERS: ANDREW S. BERMAN GROUP MEMBERS: ANN F. KAPLAN GROUP MEMBERS: ANTHONY H. CARPET GROUP MEMBERS: ARMEN A. AVANESSIANS GROUP MEMBERS: BARBARA J. BASSER-BIGIO GROUP MEMBERS: BARRY A. KAPLAN GROUP MEMBERS: BENJAMIN S. BRAM GROUP MEMBERS: BIMALJIT S. HUNDAL GROUP MEMBERS: BRADFORD C. KOENIG GROUP MEMBERS: BRADLEY I. ABELOW GROUP MEMBERS: C. DOUGLAS FUGE GROUP MEMBERS: C. STEVEN DUNCKER GROUP MEMBERS: CALVERT C. BURKHART GROUP MEMBERS: CALVIN R. CARVER, JR. GROUP MEMBERS: CARLOS A. CORDEIRO GROUP MEMBERS: CAROLYN F. KATZ GROUP MEMBERS: CELESTE A. GUTH GROUP MEMBERS: CHANSOO JOUNG GROUP MEMBERS: CHARLES C. BRADFORD III GROUP MEMBERS: CHARLES K. BROWN GROUP MEMBERS: CHARLES P. EVE GROUP MEMBERS: CHARLES T. HARRIS III GROUP MEMBERS: CHARLES W.A. BOTT GROUP MEMBERS: CHRIS CASCIATO GROUP MEMBERS: CHRISTOPHER A. COLE GROUP MEMBERS: CHRISTOPHER G. FRENCH GROUP MEMBERS: CHRISTOPHER G. HOGG GROUP MEMBERS: CHRISTOPHER GRIGG GROUP MEMBERS: CHRISTOPHER J. CARRERA GROUP MEMBERS: CLAUDIO COSTAMAGNA GROUP MEMBERS: COLIN E. KING GROUP MEMBERS: CONNIE DUCKWORTH GROUP MEMBERS: CRAIG A. KLONER GROUP MEMBERS: CRAIG W. BRODERICK GROUP MEMBERS: DAN H. JESTER GROUP MEMBERS: DANIEL J. JICK GROUP MEMBERS: DAVID A. BOLOTSKY GROUP MEMBERS: DAVID A. DECHMAN GROUP MEMBERS: DAVID A. KAPLAN GROUP MEMBERS: DAVID B. FORD GROUP MEMBERS: DAVID B. HELLER GROUP MEMBERS: DAVID J. GREENWALD GROUP MEMBERS: DAVID K. CHANG GROUP MEMBERS: DAVID L. HENLE GROUP MEMBERS: DAVID M. ATKINSON GROUP MEMBERS: DAVID M. BAUM GROUP MEMBERS: DAVID N. FLEISCHER GROUP MEMBERS: DAVID R. BOLES GROUP MEMBERS: DAVID W. BLOOD GROUP MEMBERS: DONALD G. KANE II GROUP MEMBERS: DONNA L. CONTI GROUP MEMBERS: DOUGLAS C. GRIP GROUP MEMBERS: DOUGLAS W. CATERFINO GROUP MEMBERS: DOUGLAS W. KIMMELMAN GROUP MEMBERS: E. GERALD CORRIGAN GROUP MEMBERS: EDITH W. COOPER GROUP MEMBERS: EDUARDO B. GENTIL GROUP MEMBERS: EDWARD C. FORST GROUP MEMBERS: ELIZABETH C. FASCITELLI GROUP MEMBERS: ELLIOT M. ALCHEK GROUP MEMBERS: EMANUEL DERMAN GROUP MEMBERS: EMMANUEL GAVAUDAN GROUP MEMBERS: ERIC O. FORNELL GROUP MEMBERS: ERIC P. GRUBMAN GROUP MEMBERS: ERLAND S. KARLSSON GROUP MEMBERS: EROL HAKANOGLU GROUP MEMBERS: EWAN M. KIRK GROUP MEMBERS: FRANCES R. BERMANZOHN GROUP MEMBERS: FRANCIS J. INGRASSIA GROUP MEMBERS: FRANK L. COULSON, JR. GROUP MEMBERS: FRANK T. CONNOR GROUP MEMBERS: GARY D. COHN GROUP MEMBERS: GAVYN DAVIES GROUP MEMBERS: GEOFFREY T. GRANT GROUP MEMBERS: GEORGE C. ESTEY GROUP MEMBERS: GEORGE H. BUTCHER III GROUP MEMBERS: GLENN D. ENGEL GROUP MEMBERS: GLENN P. EARLE GROUP MEMBERS: GOLDMAN SACHS GROUP INC GROUP MEMBERS: GORDON E. DYAL GROUP MEMBERS: GREGORY T. HOOGKAMP GROUP MEMBERS: H. JOHN GILBERTSON, JR. GROUP MEMBERS: HARUO KAWAMURA GROUP MEMBERS: HENRY CORNELL GROUP MEMBERS: HERBERT E. EHLERS GROUP MEMBERS: ISABELLE EALET GROUP MEMBERS: ISABELLE HAYEN GROUP MEMBERS: J. MICHAEL EVANS GROUP MEMBERS: JACOB D. GOLDFIELD GROUP MEMBERS: JACQUELYN M. HOFFMAN-ZEHNER GROUP MEMBERS: JAIME I. BERGEL GROUP MEMBERS: JAMES A. HUDIS GROUP MEMBERS: JAMES J. BIRCH GROUP MEMBERS: JAMES T. KIERNAN, JR. GROUP MEMBERS: JANA HALE DOTY GROUP MEMBERS: JASON S. KAPLAN GROUP MEMBERS: JAY S. DWECK GROUP MEMBERS: JAY S. GOODGOLD GROUP MEMBERS: JEAN-LUC BIAMONTI GROUP MEMBERS: JEFFREY B. GOLDENBERG GROUP MEMBERS: JEFFREY J. BERNSTEIN GROUP MEMBERS: JEFFREY S. FLUG GROUP MEMBERS: JOHN D. CAMPBELL GROUP MEMBERS: JOHN E. EISENBERG GROUP MEMBERS: JOHN L. KELLY GROUP MEMBERS: JOHN O. DOWNING GROUP MEMBERS: JOHN P. HEANUE GROUP MEMBERS: JOHN S. BARAKAT GROUP MEMBERS: JOHN S. DALY GROUP MEMBERS: JOHN W. COPELAND GROUP MEMBERS: JOHN W. CURTIS GROUP MEMBERS: JON S. CORZINE GROUP MEMBERS: JONATHAN A. BEINNER GROUP MEMBERS: JONATHAN L. KOLATCH GROUP MEMBERS: JONATHAN R. AISBITT GROUP MEMBERS: JOSEPH D. GATTO GROUP MEMBERS: JOSEPH D. GUTMAN GROUP MEMBERS: JOSEPH DELLA ROSA GROUP MEMBERS: JOSEPH H. GLEBERMAN GROUP MEMBERS: JUAN A. DEL RIVERO GROUP MEMBERS: KARLO J. DUVNJAK GROUP MEMBERS: KAZUTAKA P. ARAI GROUP MEMBERS: KENT A. CLARK GROUP MEMBERS: KEVIN W. KENNEDY GROUP MEMBERS: LAURA C. CONIGLIARO GROUP MEMBERS: LAURIE R. FERBER GROUP MEMBERS: LAWRENCE R. BUCHALTER GROUP MEMBERS: LAWRENCE V. CALCANO GROUP MEMBERS: LAWTON W. FITT GROUP MEMBERS: LLOYD C. BLANKFEIN GROUP MEMBERS: LOUIS S. GREIG GROUP MEMBERS: M. ROCH HILLENBRAND GROUP MEMBERS: MARK D. ETTENGER GROUP MEMBERS: MARK J. KOGAN GROUP MEMBERS: MARK M. JACOBS GROUP MEMBERS: MARY ANN CASATI GROUP MEMBERS: MARY C. HENRY GROUP MEMBERS: MASAHIRO IWANO GROUP MEMBERS: MATTHEW S. DARNALL GROUP MEMBERS: MATTHEW T. FREMONT-SMITH GROUP MEMBERS: MATTHIEU B. DUNCAN GROUP MEMBERS: MAYKIN HO GROUP MEMBERS: MICHAEL B. DUBNO GROUP MEMBERS: MICHAEL J. CERTO GROUP MEMBERS: MICHAEL J.CARR GROUP MEMBERS: MICHAEL K. KLINGHER GROUP MEMBERS: MICHAEL P. ESPOSITO GROUP MEMBERS: MICHAEL S. BURTON GROUP MEMBERS: MILTON R. BERLINSKI GROUP MEMBERS: MITCHEL J. AUGUST GROUP MEMBERS: NEIL D. CROWDER GROUP MEMBERS: NOBUMICHI HATTORI GROUP MEMBERS: NOEL B. DONOHOE GROUP MEMBERS: NOMI P. GHEZ GROUP MEMBERS: OLIVER L. FRANKEL GROUP MEMBERS: PAUL C. DEIGHTON GROUP MEMBERS: PAUL D. FARRELL GROUP MEMBERS: PAUL M. ACHLEITNER GROUP MEMBERS: PAUL S. EFRON GROUP MEMBERS: PAULA A. DOMINICK GROUP MEMBERS: PETER C. ABERG GROUP MEMBERS: PETER C. GERHARD GROUP MEMBERS: PETER D. BRUNDAGE GROUP MEMBERS: PETER D. KIERNAN III GROUP MEMBERS: PETER L. BRIGER, JR. GROUP MEMBERS: PETER T. CIRENZA GROUP MEMBERS: PHILIP A. COOPER GROUP MEMBERS: PHILIP M. DARIVOFF GROUP MEMBERS: PHILIPPE J. ALTUZARRA GROUP MEMBERS: PIETER MAARTEN FEENSTRA GROUP MEMBERS: R. DOUGLAS HENDERSON GROUP MEMBERS: R. MARK KEATING GROUP MEMBERS: RANDOLPH L. COWEN GROUP MEMBERS: REGINALD L. JONES III GROUP MEMBERS: REUBEN JEFFERY III GROUP MEMBERS: RICHARD A. FRIEDMAN GROUP MEMBERS: RICHARD I. JAFFEE GROUP MEMBERS: RICHARD J. BRONKS GROUP MEMBERS: RICHARD J. GNODDE GROUP MEMBERS: RICHARD M. CAMPBELL-BREEDEN GROUP MEMBERS: ROBERT A. BECKWITT GROUP MEMBERS: ROBERT A. BERRY GROUP MEMBERS: ROBERT C. HEATHCOTE GROUP MEMBERS: ROBERT C. JONES GROUP MEMBERS: ROBERT C. KING, JR. GROUP MEMBERS: ROBERT D. GOTTLIEB GROUP MEMBERS: ROBERT D. HORMATS GROUP MEMBERS: ROBERT E. HIGGINS GROUP MEMBERS: ROBERT G. DOUMAR, JR. GROUP MEMBERS: ROBERT G. HOTTENSEN, JR. GROUP MEMBERS: ROBERT H. JOLLIFFE GROUP MEMBERS: ROBERT J. CHRISTIE GROUP MEMBERS: ROBERT J. HURST GROUP MEMBERS: ROBERT J. KATZ GROUP MEMBERS: ROBERT P. FISHER, JR. GROUP MEMBERS: ROBERT S. HARRISON GROUP MEMBERS: ROBERT S. KAPLAN GROUP MEMBERS: ROBERT V. DELANEY GROUP MEMBERS: ROGER C. HARPER GROUP MEMBERS: RON E. BELLER GROUP MEMBERS: SACHA A. CHIARAMONTE GROUP MEMBERS: SANDRA D'ITALIA GROUP MEMBERS: SCOTT B. KAPNICK GROUP MEMBERS: SHELLEY A. HARTMAN GROUP MEMBERS: SIMON P. DINGEMANS GROUP MEMBERS: SION P. KEARSEY GROUP MEMBERS: SOFIA KATZAP GROUP MEMBERS: STEFAN J. JENTZSCH GROUP MEMBERS: STEPHEN C. DAFFRON GROUP MEMBERS: STEPHEN C. FITZGERALD GROUP MEMBERS: STEPHEN D. DIAS GROUP MEMBERS: STEPHEN J. HAY GROUP MEMBERS: STEVEN M. BUNSON GROUP MEMBERS: STEVEN M. FELDMAN GROUP MEMBERS: STEVEN M. HELLER GROUP MEMBERS: SUN BAE KIM GROUP MEMBERS: SYLVAIN M. HEFES GROUP MEMBERS: TAREK M. BEN HALIM GROUP MEMBERS: TERRY P. HUGHES GROUP MEMBERS: TETSUYA KAWANO GROUP MEMBERS: THOMAS C. BRASCO GROUP MEMBERS: THOMAS J. HEALEY GROUP MEMBERS: THOMAS P. CHANG GROUP MEMBERS: TIMOTHY B. BUNTING GROUP MEMBERS: TIMOTHY D. DATTELS GROUP MEMBERS: TIMOTHY E. HODGSON GROUP MEMBERS: TIMOTHY J. COLE GROUP MEMBERS: TIMOTHY J. INGRASSIA GROUP MEMBERS: TODD L. BERGMAN GROUP MEMBERS: VARKKI P. CHACKO GROUP MEMBERS: VERN J. BROWNELL GROUP MEMBERS: VIRGINIA E. CARTER GROUP MEMBERS: W. MARK EVANS GROUP MEMBERS: WALTER H. HAYDOCK GROUP MEMBERS: WILLIAM C. DUDLEY GROUP MEMBERS: WILLIAM L. JACOB III GROUP MEMBERS: WILLIAM M. GRATHWOHL GROUP MEMBERS: ZACHARIAH COBRINIK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133501777 FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56295 FILM NUMBER: 99628413 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133501777 FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 SCHEDULE 13D - GOLDMAN SACHS GROUP, INC. SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Goldman Sachs Group, Inc. ------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ---------------------------------------- (Title of Class of Securities) 38141G 10 4 ------------------------------- (CUSIP Number) Gregory K. Palm The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 ------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) May 7, 1999 ------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) (Page 1 of 29 Pages) - ---------------------- CUSIP NO. 38141G 10 4 13D - ---------------------- - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP As to a group consisting solely of Covered Persons* (a) [x] As to a group consisting of persons other than Covered Persons (b) [x] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO as to Covered Shares*, PF as to Uncovered Shares** (Applies to each person listed on Appendix A.) - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A. - ------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER (See Item 6) SHARES As to Covered Shares, 0 BENEFICIALLY As to Uncovered Shares, as stated in Appendix A OWNED BY ---------------------------------------------------------- REPORTING 8. SHARED VOTING POWER (See Item 6) (Applies to each PERSON person listed on Appendix A.) WITH 277,438,706 Covered Shares held by Covered Persons 136,233 Uncovered Shares held by Covered Persons 21,975,421 shares held by KAA*** 21,425,052 shares held by SBCM*** ---------------------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Covered Shares, less than 1%**** As to Uncovered Shares, as stated in Appendix A ---------------------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): 0 (Applies to each person listed on Appendix A.) - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,574,939***** - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (Applies to each person listed on Appendix A.) [X]***** - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.5%***** - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN (Applies to each person listed on Appendix A.) - ------------------------------------------------------------------------------- - ---------- * For a definition of this term, please see Item 2. ** For a definition of this term, please see Item 3. *** For a definition of this term, please see Item 2. The Covered Persons may be deemed to be members of a "group" with KAA and SBCM. Each Covered Person disclaims beneficial ownership of shares of Common Stock held by KAA and SBCM. **** As to Jon S. Corzine, 1-2%. ***** Excludes 21,425,052 and 21,975,421 shares of Common Stock held by SBCM and KAA, respectively, as to which each Covered Person disclaims beneficial ownership. Each Covered Person also disclaims beneficial ownership of Common Stock held by each other Covered Person. (Page 2 of 29 Pages)
APPENDIX A - ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Bradley I. Abelow 0 0 Peter C. Aberg 0 0 Paul M. Achleitner Austria 0 0 Jonathan R. Aisbitt UK 0 0 Elliot M. Alchek 0 0 Andrew M. Alper 0 0 Philippe J. Altuzarra France 0 0 Kazutaka P. Arai Korea 0 0 David M. Atkinson UK 0 0 Mitchel J. August 0 0 Armen A. Avanessians 0 0 John S. Barakat 0 0 Barbara J. Basser-Bigio 0 0 David M. Baum 0 0 Robert A. Beckwitt 0 0 Jonathan A. Beinner 0 0 Ron E. Beller 0 0 Tarek M. Ben Halim Saudi Arabia 0 0 Jaime I. Bergel Spain 0 0 Todd L. Bergman 0 0 Milton R. Berlinski The Netherlands 0 0 Andrew S. Berman 0 0 Frances R. Bermanzohn 0 0 Jeffrey J. Bernstein Canada 0 0 Robert A. Berry UK 0 0 Jean-Luc Biamonti Monaco 0 0 James J. Birch UK 0 0 Lloyd C. Blankfein 0 0 David W. Blood 0 0
(Page 3 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- David R. Boles 0 0 Charles W.A. Bott UK 0 0 Charles C. Bradford III 0 0 Benjamin S. Bram 0 0 Thomas C. Brasco 0 0 Peter L. Briger, Jr. 0 0 Craig W. Broderick 0 0 Richard J. Bronks UK 0 0 Charles K. Brown UK 0 0 Vern J. Brownell 0 0 Peter D. Brundage 0 0 Lawrence R. Buchalter 0 0 Steven M. Bunson 0 0 Timothy B. Bunting UK 0 0 Calvert C. Burkhart 0 0 Michael S. Burton UK 0 0 George H. Butcher III 0 0 Lawrence V. Calcano 0 0 John D. Campbell 0 0 Richard M. Campbell-Breeden UK 0 0 Anthony H. Carpet 0 0 Michael J.Carr 0 0 Christopher J. Carrera 0 0 Virginia E. Carter 0 0 Calvin R. Carver, Jr. 0 0 Mary Ann Casati 0 0 Chris Casciato 0 0 Douglas W. Caterfino 0 0 Michael J. Certo 0 0 Varkki P. Chacko 0 0 David K. Chang Taiwan 0 0
(Page 4 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Thomas P. Chang 0 0 Sacha A. Chiaramonte Germany 0 0 Andrew A. Chisholm Canada 0 0 Robert J. Christie 0 0 Peter T. Cirenza 0 0 Kent A. Clark Canada 0 0 Zachariah Cobrinik 0 0 Abby Joseph Cohen 0 0 Gary D. Cohn 0 0 Christopher A. Cole 0 0 Timothy J. Cole 0 0 Laura C. Conigliaro 0 0 Frank T. Connor 0 0 Donna L. Conti 0 0 Edith W. Cooper 0 0 Philip A. Cooper 0 0 John W. Copeland 0 0 Carlos A. Cordeiro 0 0 Henry Cornell 0 0 E. Gerald Corrigan 0 0 Jon S. Corzine 0 0 Claudio Costamagna Italy 0 0 Frank L. Coulson, Jr. 0 0 Randolph L. Cowen 0 0 Neil D. Crowder 0 0 John W. Curtis 0 0 Stephen C. Daffron 0 0 John S. Daly Ireland 0 0 Philip M. Darivoff 0 0 Matthew S. Darnall 0 0 Timothy D. Dattels Canada 0 0
(Page 5 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Gavyn Davies UK 0 0 David A. Dechman 0 0 Paul C. Deighton UK 0 0 Juan A. Del Rivero Spain 0 0 Robert V. Delaney 0 0 Joseph Della Rosa 0 0 Emanuel Derman 0 0 Andrew C. Devenport UK 0 0 Stephen D. Dias UK 0 0 Alexander C. Dibelius Germany 0 0 Simon P. Dingemans UK 0 0 Sandra D'Italia 0 0 Paula A. Dominick 0 0 Noel B. Donohoe Ireland 0 0 Jana Hale Doty 0 0 Robert G. Doumar, Jr. 0 0 John O. Downing 0 0 Michael B. Dubno 0 0 Connie Duckworth 0 0 William C. Dudley 0 0 Matthieu B. Duncan 0 0 C. Steven Duncker 0 0 Karlo J. Duvnjak Canada 0 0 Jay S. Dweck 0 0 Gordon E. Dyal 0 0 Isabelle Ealet France 0 0 Glenn P. Earle UK 0 0 Paul S. Efron 0 0 Herbert E. Ehlers 0 0 Alexander S. Ehrlich 0 0 John E. Eisenberg 0 0
(Page 6 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Glenn D. Engel 0 0 Michael P. Esposito 0 0 George C. Estey Canada 0 0 Mark D. Ettenger 0 0 J. Michael Evans Canada 0 0 W. Mark Evans Canada 0 0 Charles P. Eve UK 0 0 Paul D. Farrell 0 0 Elizabeth C. Fascitelli 0 0 Pieter Maarten Feenstra The Netherlands 0 0 Steven M. Feldman 0 0 Laurie R. Ferber 0 0 Robert P. Fisher, Jr. 0 0 Lawton W. Fitt 0 0 Stephen C. Fitzgerald Australia 0 0 David N. Fleischer 0 0 Jeffrey S. Flug 0 0 David B. Ford 0 0 Eric O. Fornell 0 0 Edward C. Forst 0 0 Oliver L. Frankel 0 0 Matthew T. Fremont-Smith 0 0 Christopher G. French 0 0 Richard A. Friedman 0 0 C. Douglas Fuge 0 0 Joseph D. Gatto 0 0 Emmanuel Gavaudan France 0 0 Eduardo B. Gentil 0 0 Peter C. Gerhard 0 0 Nomi P. Ghez Israel/USA 0 0 H. John Gilbertson, Jr. 0 0
(Page 7 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Alan R. Gillespie UK 0 0 Joseph H. Gleberman 0 0 Richard J. Gnodde Ireland/ 0 0 South Africa Jeffrey B. Goldenberg 0 0 Jacob D. Goldfield 0 0 Amy O. Goodfriend 0 0 Jay S. Goodgold 0 0 Andrew M. Gordon 0 0 Robert D. Gottlieb 0 0 Geoffrey T. Grant 0 0 William M. Grathwohl 0 0 David J. Greenwald 0 0 Louis S. Greig UK 0 0 Christopher Grigg UK 0 0 Douglas C. Grip 0 0 Eric P. Grubman 0 0 Celeste A. Guth 0 0 Joseph D. Gutman 0 0 Erol Hakanoglu Turkey 0 0 Roger C. Harper 0 0 Charles T. Harris III 0 0 Robert S. Harrison 0 0 Shelley A. Hartman 0 0 Nobumichi Hattori Japan 0 0 Stephen J. Hay UK 0 0 Walter H. Haydock 0 0 Isabelle Hayen Belgium 0 0 Thomas J. Healey 0 0 John P. Heanue 0 0 Robert C. Heathcote UK 0 0
(Page 8 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Sylvain M. Hefes France 0 0 David B. Heller 0 0 Steven M. Heller 0 0 R. Douglas Henderson 0 0 David L. Henle 0 0 Mary C. Henry 0 0 Robert E. Higgins 0 0 M. Roch Hillenbrand 0 0 Maykin Ho 0 0 Timothy E. Hodgson Canada 0 0 Jacquelyn M. Hoffman-Zehner Canada 0 0 Christopher G. Hogg USA/ 0 0 New Zealand Gregory T. Hoogkamp 0 0 Robert D. Hormats 0 0 Robert G. Hottensen, Jr. 0 0 James A. Hudis 0 0 Terry P. Hughes Ireland 0 0 Bimaljit S. Hundal UK 0 0 Robert J. Hurst 0 0 Francis J. Ingrassia 0 0 Timothy J. Ingrassia 0 0 Masahiro Iwano Japan 0 0 William L. Jacob III 0 0 Mark M. Jacobs 0 0 Richard I. Jaffee 0 0 Reuben Jeffery III 0 0 Stefan J. Jentzsch Germany 0 0 Dan H. Jester 0 0 Daniel J. Jick 0 0 Robert H. Jolliffe UK 0 0
(Page 9 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Robert C. Jones 0 0 Reginald L. Jones III 0 0 Chansoo Joung 0 0 Andrew J. Kaiser 0 0 Donald G. Kane II 0 0 Ann F. Kaplan 0 0 Barry A. Kaplan 0 0 David A. Kaplan 0 0 Jason S. Kaplan 0 0 Robert S. Kaplan 0 0 Scott B. Kapnick 0 0 Erland S. Karlsson Sweden 0 0 Carolyn F. Katz 0 0 Robert J. Katz 0 0 Sofia Katzap 0 0 Haruo Kawamura Japan 0 0 Tetsuya Kawano Japan 0 0 Sion P. Kearsey UK 0 0 R. Mark Keating 0 0 John L. Kelly 0 0 Kevin W. Kennedy 0 0 Peter D. Kiernan III 0 0 James T. Kiernan, Jr. 0 0 Sun Bae Kim Canada 0 0 Douglas W. Kimmelman 0 0 Colin E. King Canada 0 0 Robert C. King, Jr. 0 0 Adrian P. Kingshott UK 0 0 Ewan M. Kirk UK 0 0 Michael K. Klingher 0 0 Craig A. Kloner 0 0
(Page 10 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Bradford C. Koenig 0 0 Mark J. Kogan 0 0 Jonathan L. Kolatch 0 0 David J. Kostin 0 0 Koji Kotaka Japan 0 0 Peter S. Kraus 0 0 Christoph M. Ladanyi Austria 0 0 David G. Lambert 0 0 Pierre F. Lapeyre Jr. 0 0 Bruce M. Larson 0 0 Thomas D. Lasersohn 0 0 Anthony D. Lauto 0 0 Susan R. Leadem 0 0 Andrew D. Learoyd UK 0 0 Donald C. Lee 0 0 Kenneth H. M. Leet 0 0 Paulo C. Leme 0 0 Hughes B. Lepic France 0 0 Alan B. Levande 0 0 Thomas B. Lewis, Jr. 0 0 Mark E. Leydecker 0 0 Matthew G. L'Heureux 0 0 Aaron D. Liberman 0 0 Gwen R. Libstag 0 0 Stephen C. Lichtenauer 0 0 Roger A. Liddell UK 0 0 Richard J. Lieb 0 0 Mitchell J. Lieberman 0 0 Josephine Linden UK 0 0 Lawrence H. Linden 0 0 Robert Litterman 0 0
(Page 11 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Robert H. Litzenberger 0 0 Ernest S. Liu 0 0 David J. Lockwood 0 0 Jonathan M. Lopatin 0 0 Francisco Lopez-Balboa 0 0 Victor M. Lopez-Balboa 0 0 Antigone Loudiadis 0 0 C. Richard Lucy 0 0 Michael C. Luethke 0 0 Michael R. Lynch 0 0 Shogo Maeda 0 0 John A. Mahoney 0 0 Sean O. Mahoney 0 0 Jun Makihara Japan 0 0 Russell E. Makowsky 0 0 Peter G.C. Mallinson UK 0 0 Charles G. R. Manby 0 0 Barry A. Mannis 0 0 Richard J. Markowitz 0 0 Ronald G. Marks 0 0 Robert J. Markwick UK 0 0 Eff W. Martin 0 0 Jacques Martin Canada 0 0 John J. Masterson 0 0 David J. Mastrocola 0 0 Kathy M. Matsui 0 0 Tadanori Matsumura Japan 0 0 Heinz Thomas Mayer 0 0 Richard X. McArdle 0 0 Theresa E. McCabe 0 0 Joseph M. McConnell 0 0
(Page 12 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Mark E. McGoldrick 0 0 Stephen J. McGuinness 0 0 John C. McIntire 0 0 John W. McMahon 0 0 Geraldine F. McManus 0 0 Audrey A. McNiff 0 0 Anne Welsh McNulty 0 0 John P. McNulty 0 0 E. Scott Mead 0 0 David M. Meerschwam 0 0 Sanjeev K. Mehra India 0 0 Richard W. Meister 0 0 Amos Meron 0 0 T. Willem Mesdag 0 0 Kenneth A. Miller 0 0 Therese L. Miller 0 0 James E. Milligan 0 0 Eric M. Mindich 0 0 Peter A. Mindnich 0 0 Edward S. Misrahi Italy 0 0 Steven T. Mnuchin 0 0 Kurt C. Mobley 0 0 Masanori Mochida Japan 135,428 135,428 Karsten N. Moller Denmark 0 0 Thomas K. Montag 0 0 Wayne L. Moore 0 0 Yukihiro Moroe Japan 0 0 Robert B. Morris III 0 0 Michael P. Mortara 0 0 Matthias R. Mosler Germany 0 0 Jeffrey M. Moslow 0 0
(Page 13 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Sharmin Mossavar-Rahmani UK 0 0 Ian Mukherjee UK 0 0 Edward A. Mule 0 0 Donald J. Mulvihill 0 0 Patrick E. Mulvihill Ireland 0 0 Richard A. Murley UK 0 0 Philip D. Murphy 0 0 Thomas S. Murphy, Jr. 0 0 Gaetano J. Muzio 0 0 Michiya Nagai Japan 0 0 Kiyotaka Nakamura Japan 0 0 Avi M. Nash 0 0 Trevor Nash UK 0 0 Warwick M. Negus 0 0 Daniel M. Neidich 0 0 Kipp M. Nelson 0 0 Robin Neustein 0 0 Duncan L. Niederauer 0 0 Suzanne M. Nora Johnson 0 0 Christopher K. Norton 0 0 Michael E. Novogratz 0 0 Jay S. Nydick 0 0 Alok Oberoi UK 0 0 Jinsuk T. Oh South Korea 0 0 John C. O'Hara 0 0 Terence J. O'Neill UK 0 0 Timothy J. O'Neill 0 0 Richard T. Ong Malaysia 0 0 Ronald M. Ongaro 0 0 Donald C. Opatrny, Jr. 0 0 Daniel B. O'Rourke 0 0
(Page 14 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Robert J. O'Shea 0 0 Greg M. Ostroff 0 0 Terence M. O'Toole 0 0 Robert J. Pace 0 0 Robert N. Packer 0 0 Gregory K. Palm 0 0 Mukesh K. Parekh 0 0 Melissa B. Patrusky 0 0 Henry M. Paulson, Jr. 0 0 Alberto M. Piedra Jr. 0 0 Stephen R. Pierce 0 0 Philip J. Pifer 0 0 Scott M. Pinkus 0 0 Timothy C. Plaut Germany 0 0 Andrea Ponti USA/Italy 0 0 Wiet H. Pot The Netherlands 0 0 Michael J. Poulter UK 0 0 John J. Powers 0 0 Michael A. Price 0 0 Scott S. Prince 0 0 Stephen D. Quinn 0 0 John J. Rafter Ireland 0 0 Dioscoro-Roy I. Ramos Phillippines 0 0 Charlotte P. Ransom UK 0 0 Michael G. Rantz 0 0 Joseph Ravitch 0 0 Girish V. Reddy 0 0 Arthur J. Reimers 0 0 Anthony John Reizenstein UK 0 0 James P. Riley, Jr. 0 0 Simon M. Robertson UK 0 0
(Page 15 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- J. David Rogers 0 0 John F.W. Rogers 0 0 Emmanuel Roman 0 0 Pamela P. Root 0 0 Ralph F. Rosenberg 0 0 Jacob D. Rosengarten 0 0 Stuart M. Rothenberg 0 0 Michael S. Rubinoff 0 0 Paul M. Russo 0 0 Richard M. Ruzika 0 0 John C. Ryan 0 0 Michael D. Ryan 0 0 J. Michael Sanders 0 0 Allen Sangines-Krause Mexico 0 0 Richard A. Sapp 0 0 Joseph Sassoon Israel 0 0 Tsutomu Sato Japan 240 240 Muneer A. Satter 0 0 Jonathan S. Savitz 0 0 Peter Savitz 0 0 P. Sheridan Schechner 0 0 Gary B. Schermerhorn 0 0 Mitchell I. Scherzer Canada 0 0 Howard B. Schiller 0 0 Antoine Schwartz 0 0 Eric S. Schwartz 0 0 Mark Schwartz 0 0 Steven M. Scopellite 0 0 David J. Scudellari 0 0 Charles B. Seelig, Jr. 0 0 Steven M. Shafran 0 0
(Page 16 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Richard S. Sharp UK 0 0 John P. Shaughnessy 0 0 Robert J. Shea, Jr. 0 0 James M. Sheridan 0 0 Richard G. Sherlund 0 0 Michael S. Sherwood UK 0 0 Howard A. Silverstein 0 0 Richard P. Simon 0 0 Victor R. Simone, Jr. 0 0 Dinakar Singh 0 0 Ravi Sinha USA/India 0 0 Allen W. Sinsheimer 0 0 Edward M. Siskind 0 0 Christian J. Siva-Jothy UK 0 0 Mark F. Slaughter 0 0 Cody J Smith 0 0 Michael M. Smith 0 0 Sarah E. Smith UK 0 0 Randolph C. Snook 0 0 Jonathan S. Sobel 0 0 Judah C. Sommer 0 0 Theodore T. Sotir 0 0 Marc A. Spilker 0 0 Daniel W. Stanton 0 0 Esta E. Stecher 0 0 Fredric E. Steck 0 0 Robert K. Steel 0 0 Robert S. Stellato 0 0 Raymond S. Stolz 0 0 Steven H. Strongin 0 0 Andrew J. Stuart Australia 0 0
(Page 17 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Patrick Sullivan 0 0 Hsueh J. Sung Taiwan 0 0 George M. Suspanic Spain 0 0 Peter D. Sutherland Ireland 0 0 Gene T. Sykes 0 0 Gary A. Syman 0 0 John H. Taylor 0 0 Robert E. Taylor 0 0 Greg W. Tebbe 0 0 Mark R. Tercek 0 0 Donald F. Textor 0 0 John A. Thain 0 0 John L. Thornton 0 0 Daisuke Toki Japan 0 0 John R. Tormondsen 0 0 Leslie C. Tortora 0 0 John L. Townsend, III 0 0 Mark J. Tracey UK 0 0 Byron D. Trott 0 0 Michael A. Troy 0 0 Robert B. Tudor III 0 0 Thomas E. Tuft 0 0 Barry S. Turkanis 0 0 Malcolm B. Turnbull Australia 554 554 Harkanwar Uberoi India 0 0 Kaysie P. Uniacke 0 0 John E. Urban 0 0 Hugo H. Van Vredenburch The Netherlands 0 0 Lee G. Vance 0 0 John J. Vaske 0 0 Oksana Vayner-Ryklin 0 0
(Page 18 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- David A. Viniar 0 0 Barry S. Volpert 0 0 George H. Walker 0 0 Thomas B. Walker III 0 0 Nicholas J. Walsh UK 0 0 David R. Walton UK 0 0 Hsueh-Ming Wang 0 0 Patrick J. Ward 0 0 Haruko Watanuki Japan 0 0 Edward F. Watts Jr. 0 0 David M. Weil 0 0 John S. Weinberg 0 0 Peter A. Weinberg 0 0 Mark S. Weiss 0 0 George W. Wellde, Jr. 0 0 Bradley W. Wendt 0 0 Peter S. Wheeler UK 0 0 Barbara A. White 0 0 A. Carver Wickman 0 0 Susan A. Willetts 0 0 Anthony G. Williams UK 0 0 Gary W. Williams 0 0 Todd A. Williams 0 0 Kendrick R. Wilson III 0 0 Jon Winkelried 0 0 Steven J. Wisch 0 0 Richard E. Witten 0 0 Tracy R. Wolstencroft 0 0 Zi Wang Xu Canada/China 0 0 Tetsufumi Yamakawa Japan 0 0 Yasuyo Yamazaki Japan 11 11
(Page 19 of 29 Pages)
- ----------------------------------------------------------------------------------------------------------------- Item 1 Item 6 Item 7 Item 9 Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive States unless otherwise Uncovered Shares Power of Uncovered indicated) Shares - ----------------------------------------------------------------------------------------------------------------- Danny O. Yee 0 0 Jaime E. Yordan 0 0 W. Thomas York Jr. 0 0 Michael J. Zamkow 0 0 Paolo Zannoni Italy 0 0 Yoel Zaoui 0 0 Gregory H. Zehner 0 0 Jide J. Zeitlin 0 0 Joan H. Zief 0 0 Joseph R. Zimmel 0 0 James P. Ziperski 0 0 Barry L. Zubrow 0 0 Mark A. Zurack 0 0
(Page 20 of 29 Pages) Item 1. Security and Issuer - --------------------------- This statement relates to the Common Stock, par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc., a Delaware corporation (together with its subsidiaries and affiliates, "GS Inc."). The address of the principal executive offices of GS Inc. is 85 Broad Street, New York, New York 10004. Item 2. Identity and Background - ------------------------------- (a), (b), (c), (f) The cover page to this Schedule and Appendix A hereto contain the names of the persons ("Covered Persons") who beneficially own Common Stock subject to a Shareholders' Agreement ("Covered Shares"), dated as of May 7, 1999, to which the Covered Persons are party (as amended from time to time, the "Shareholders' Agreement"). This filing is being made on behalf of all of the Covered Persons, and the agreement that this filing may be so made is contained in the Shareholders' Agreement. This Schedule contains certain information relating to Sumitomo Bank Capital Markets, Inc. ("SBCM") and Kamehameha Activities Association ("KAA"), who may be deemed to be members of a "group" with the Covered Persons. Each Covered Person hereby disclaims beneficial ownership of the shares of Common Stock and other equity securities of GS Inc. subject to the Voting Agreements between SBCM and KAA, respectively, on the one hand, and GS Inc., on the other hand (respectively, the "SBCM Shares" and the "KAA Shares"), referred to below (see Item 6 -- Voting Agreements). All information contained in this Schedule relating to SBCM and KAA has been derived from the final prospectus, dated May 3, 1999, made part of the Registration Statement on Form S-1 filed by GS Inc. (File No. 333-74449). The Covered Persons understand that SBCM and KAA each propose to file a Schedule 13D with respect to the shares of Common Stock and other equity securities of GS Inc. subject to the Voting Agreements; the reader is referred to such filings and any amendments thereto for more recent and complete information relating to SBCM and KAA. Appendix A hereto also provides the citizenship of each Covered Person, if other than the United States. Each Covered Person is a senior professional employed or formerly employed by GS Inc. GS Inc. is a global investment banking and securities firm with three principal business lines: investment banking; trading and principal investments; and asset management and securities services. Except as indicated on Annex A, the business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004. (d), (e) Except as described in Annex A, during the last five years, no Covered Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Covered Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration - --------------------------------------------------------- The Covered Shares have been and will be acquired by the Covered Persons in the following manner: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") acquired certain Covered Shares in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations and (ii) the Covered Persons have acquired and will acquire beneficial ownership of certain other Covered Shares in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. Covered Persons may from time to time acquire Common Stock not subject to the Shareholders' Agreement ("Uncovered Shares") for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person. Item 4. Purpose of Transactions - ------------------------------- The Covered Persons acquired the Covered Shares in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and through certain employee compensation, benefit or similar plans of GS Inc. Covered Persons may from time to time acquire Uncovered Shares for investment purposes. Except as described in Item 6 and except for the acquisi- tion by Covered Persons of Common Stock pursuant to employee compensation, benefit or similar plans of GS Inc. in the future or as described in the (Page 21 of 29 Pages) immediately preceding sentence, none of the Covered Persons has any plans or proposals which relate to or would result in their acquisition of additional Common Stock or any of the other events described in Item 4(a) through 4(j). Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person may at any time and from time to time acquire or dispose of shares of Common Stock. Item 5. Interest in Securities of the Issuer - -------------------------------------------- (a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person and disclaims beneficial ownership of the SBCM Shares and the KAA Shares. Except as described in Annex B, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days. (b) Rows (7) through (10) of the cover page to this Schedule and Appendix A set forth the percentage range of Covered Shares as to which there is sole power to vote or direct the vote or to dispose or direct the disposition; the number of Uncovered Shares as to which there is sole power to vote or direct the vote or to dispose or direct the disposition; and the number of shares of Common Stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Covered Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person and disclaims beneficial ownership of the SBCM Shares and the KAA Shares. (c) Except as described in Annex C, no Covered Person has effected any transactions in Common Stock during the past 60 days. (d), (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer -------------------------------------------------------- Each Covered Person listed on the cover page to this Schedule and Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders' Agreement is filed as an exhibit to this Schedule 13D and the following summary of the terms of this agreement is qualified in its entirety by reference thereto. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. The Covered Shares include generally all Common Stock acquired or to be acquired from GS Inc. by the Covered Persons. Covered Shares include: shares of Common Stock acquired by the former profit participating limited partners active in the business of Group L.P. in exchange for their interests in Group L.P. and certain of its affiliates; shares of Common Stock acquired or to be acquired through the grant of restricted stock units, stock options and interests in a defined contribution plan (except for certain Uncovered Shares as specified in Appendix A); and, unless otherwise determined by the board of directors and the Shareholders' Committee, any shares of Common Stock acquired or to be acquired by the Covered Persons from GS Inc. through any other employee compensation, benefit or similar plan. Covered Shares do not include any shares of Common Stock purchased or to be purchased by a Covered Person in the open market or in a subsequent underwritten public offering. TRANSFER RESTRICTIONS Each Covered Person has agreed in the Shareholders' Agreement, among other things: to retain beneficial ownership of Covered Shares at least equal to 25% of the cumulative number of Covered Shares beneficially owned by him or her at the time he or she became a Covered Person or acquired by him or her thereafter and with no credit for dispositions (the "General Transfer Restrictions") for so long as he or she is a Covered Person and an employee of GS Inc. (an "Employee Covered Person"); and to comply with underwriters' lockup arrangements that expire November 3, 1999. The former profit participating limited partners active in the business of Group L.P. will also be subject to limitations on their ability to transfer Covered Shares received in connection with the succession of GS Inc. to the (Page 22 of 29 Pages) business of Group L.P. Under these restrictions, each such former profit participating limited partner has agreed that he or she will not transfer such Covered Shares until the third anniversary of the date of GS Inc.'s initial public offering of its Common Stock (the "Partner Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The Partner Transfer Restrictions will lapse as to such Covered Shares in equal installments on each of the third, fourth and fifth anniversaries of the date of GS Inc.'s initial public offering of its Common Stock. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. WAIVERS Except in the case of a third-party tender or exchange offer, the Partner Transfer Restrictions may be waived or terminated at any time by the Shareholders' Committee described below under "Information Regarding the Shareholders' Committee". The Shareholders' Committee also has the power to waive the General Transfer Restrictions to permit Covered Persons to: participate as sellers in underwritten public offerings of Common Stock and tender and exchange offers and share repurchase programs by GS Inc.; transfer Covered Shares to charities, including charitable foundations; transfer Covered Shares held in employee benefit plans; and transfer Covered Shares in specific transactions (for example, to immediate family members and trusts) or circumstances. In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the Voting Interests (as defined below); or if the board of directors is recommending rejection of the tender or exchange offer, by 66b% of the outstanding Voting Interests. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Voting Interests may also elect to waive or terminate the Transfer Restrictions. VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of the Voting Interests on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Covered Share held by an Employee Covered Person and each other Covered Share subject to the Partner Transfer Restrictions will be voted in accordance with the majority of the votes cast by the Voting Interests in the Preliminary Vote. In elections of directors, each Covered Share will be voted in favor of the election of those persons receiving the highest numbers of votes cast by the Voting Interests in the Preliminary Vote. "Voting Interests" are Covered Shares beneficially owned by all Covered Persons through December 31, 2000 and thereafter are Covered Shares beneficially owned by all Employee Covered Persons. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits the Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any Covered Shares in a voting trust or subject any Covered Shares to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050, and the time it is terminated by the vote of 66 2/3% of the outstanding Voting Interests. The Partner Transfer Restrictions will not terminate upon the expiration or termination of the Shareholders' Agreement unless previously waived or terminated or unless subsequently waived or terminated by the board of directors. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Voting Interests. (Page 23 of 29 Pages) Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee shall at any time consist of each of those individuals who are both Employee Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Employee Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Employee Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Employee Covered Persons. VOTING AGREEMENTS Both SBCM and KAA have, in separate voting agreements, each dated April 30, 1999 (each, a "Voting Agreement"), agreed to vote their shares of Common Stock and all other voting securities of GS Inc. in the same manner as a majority of the shares of Common Stock held by the managing directors of GS Inc. are voted for so long as they hold voting securities of GS Inc. It is expected that for so long as the Shareholders' Agreement remains in effect, the Voting Agreements will result in the shares of Common Stock owned by SBCM and KAA being voted in the same manner as the Covered Shares. The Covered Persons are not parties to the Voting Agreements, and the Voting Agreements are not enforceable by the Covered Persons, will continue to exist independent of the existence of the Shareholders' Agreement and may be amended, waived or canceled by GS Inc. without any consent or approval of the Covered Persons. The Voting Agreements are filed as exhibits to this Schedule 13D and the foregoing summary of these agreements is qualified in its entirety by reference thereto. Each Covered Person hereby disclaims beneficial ownership of the SBCM Shares and the KAA Shares. UNDERWRITERS' LOCKUP In connection with GS Inc.'s initial public offering, each Covered Person has agreed pursuant to Section 2.3(a) of the Shareholders' Agreement to comply with Section 6(e) of the underwriting agreements related to GS Inc.'s initial public offering and, accordingly, not to dispose of or hedge any of their Common Stock or securities convertible into or exchangeable for shares of Common Stock during the period from May 3, 1999 continuing through November 3, 1999, except with the prior written consent of Goldman, Sachs & Co. PLEDGE AGREEMENTS Each former profit participating limited partner active in the business of Group L.P. has pledged to GS Inc. Common Stock or other assets with an initial value equal to $15 million for each such person who initially serves on the board of directors, the Management Committee or the Partnership Committee of GS Inc. and $10 million for each other such person. This pledge secures the liquidated damages provision of a noncompetition agreement which each such person has entered into with GS Inc. The form of agreement relating to noncompetition and other covenants and the form of pledge agreement are filed as exhibits to this Schedule 13D and the foregoing summary of these agreements is qualified in its entirety by reference thereto. In addition, Masanori Mochida, a Covered Person, has pledged 135,428 shares of Common Stock (all of which are Uncovered Shares) to GS Inc. as security for a loan made by Group L.P. to him. The pledge agreement relating to such 135,428 shares is filed as an exhibit to this Schedule 13D and the foregoing summary of this agreement is qualified in its entirety by reference thereto. Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit Description - ------- ----------- A. Shareholders' Agreement, dated as of May 7, 1999. (Page 24 of 29 Pages) B. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice Pauahi Bishop and Kamehameha Activities Association. C. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital Markets, Inc. D. Form of Agreement Relating to Noncompetition and Other Covenants (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). E. Form of Pledge Agreement (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). F. Pledge Agreement, dated May 5, 1999, between Masanori Mochida and The Goldman Sachs Group, Inc. (Page 25 of 29 Pages) ANNEX A INFORMATION REQUIRED AS TO PROCEEDINGS DESCRIBED IN ITEMS 2(D) AND 2(E) None. (Page 26 of 29 Pages) ANNEX B ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS None. (Page 27 of 29 Pages) ANNEX C ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED DURING THE LAST 60 DAYS BY THE COVERED PERSONS. On May 7, 1999, the former profit participating limited partners active in the business of Group L.P. acquired beneficial ownership of an aggregate of 265,019,073 shares of Common Stock in exchange for their interests in Group L.P. and certain of its affiliates. On May 7, 1999, certain other Covered Persons acquired beneficial ownership of an aggregate of 12,555,866 shares of Common Stock through the grant of interests in a defined contribution plan established by GS Inc. On May 7, 1999, SBCM acquired 30,425,052 shares of Common Stock in exchange for part of their interests in Group L.P. and certain of its affiliates and disposed of 9,000,000 shares of Common Stock in GS Inc.'s initial public offering. On May 7, 1999, KAA acquired 30,975,421 shares of Common Stock in exchange for their interests in Group L.P. and disposed of 9,000,000 shares of Common Stock in GS Inc.'s initial public offering. (Page 28 of 29 Pages) SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 17, 1999 By: /s/Gregory K. Palm --------------------------------- Name: Gregory K. Palm Title: Attorney-in-Fact, pursuant to Section 6.2 of the Shareholders' Agreement (Page 29 of 29 Pages) EXHIBIT INDEX Exhibit Description - ------- ----------- A. Shareholders' Agreement dated as of May 7, 1999. B. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice Pauahi Bishop and Kamehameha Activities Association. C. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital Markets, Inc. D. Form of Agreement Relating to Noncompetition and Other Covenants (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). E. Form of Pledge Agreement (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). F. Pledge Agreement, dated May 5, 1999, between Masanori Mochida and The Goldman Sachs Group, Inc. EX-99.A 2 SHAREHOLDERS' AGREEMENT, AS OF MAY 7, 1999 Exhibit A SHAREHOLDERS' AGREEMENT This Shareholders' Agreement (this "Agreement"), among The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), and the Covered Persons listed on Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof. WITNESSETH: WHEREAS, the Covered Persons are beneficial owners of shares of Common Stock, par value $0.01 per share, of GS Inc. (the "Common Stock"). WHEREAS, the Covered Persons desire to address herein certain relationships among themselves with respect to the voting and disposition of their shares of Common Stock and various other matters and desire to give to the Shareholders' Committee (hereinafter defined) the power to enforce their agreements with respect thereto. NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND OTHER MATTERS Section 1.1 Definitions. The following words and phrases as used herein shall have the following meanings, except as otherwise expressly provided or unless the context otherwise requires: (a) A Covered Person "acquires" Covered Shares when such Covered Person first acquires beneficial ownership over such Covered Shares. (b) This "Agreement" shall have the meaning ascribed to such term in the Recitals. (c) A "beneficial owner" of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security, but for purposes of this Agreement a person shall not be deemed a beneficial owner of (A) Common Stock solely by virtue of the application of Exchange Act Rule 13d-3(d) or Exchange Act Rule 13d-5 as in effect on the date hereof (B) Common Stock solely by virtue of the possession of the legal right to vote securities under applicable state or other law (such as by proxy or power of attorney) or (C) Common Stock held of record by a "private foundation" subject to the requirements of Section 509 of the Code. "Beneficially own" and "beneficial ownership" shall have correlative meanings. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations thereunder. (e) "Common Stock" shall have the meaning ascribed to such term in the Recitals. (f) "Company" shall mean GS Inc., together with its Subsidiaries. (g) "Continuing Provisions" shall have the meaning ascribed to such term in Section 7.1(b). (h) "Covered Persons" shall mean those persons from time to time listed on Appendix A hereto, and all persons who may become parties to this Agreement and whose name is required to be listed on Appendix A hereto, in each case in accordance with the terms hereof. (i) A Covered Person's "Covered Shares" shall mean any shares of Common Stock acquired from the Company by such Covered Person and beneficially owned by such Covered Person at the time in question, but shall not include (i) Common Stock beneficially owned as a result of (A) an acquisition, directly or indirectly, from the Company in an underwritten public offering or (B) conversion of securities convertible into Common Stock, where beneficial ownership of the convertible securities was acquired in a transaction described in clause (A) above, (ii) Excluded Shares (as defined in the Plan of Incorporation), (iii) any other Common Stock excluded from the definition of Covered Shares by action of the Board of Directors of GS Inc. prior to the IPO Date or (iv) any other Common Stock acquired under a deferred compensation or employee benefit plan and excluded from the definition of Covered Shares by action of the Board of Directors of GS Inc. and the Shareholders' Committee after the IPO Date. "Covered Shares" shall also include the securities that are defined to be "Covered Shares" in Section 6.4. (j) The term "employee" shall mean any person employed by the Company who receives compensation, other than a person receiving compensation in the nature of a consulting fee, a pension or a retainer. -2- (k) "Employee Covered Person" shall mean a Covered Person who is an employee of the Company at the time in question. (l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended to date and as further amended from time to time. (m) A reference to an "Exchange Act Rule" shall mean such rule or regulation of the Securities and Exchange Commission under the Exchange Act, as in effect from time to time or as replaced by a successor rule thereto. (n) "General Transfer Restrictions" shall have the meaning ascribed to such term in Section 2.2 hereof. (o) "GS Inc." shall have the meaning ascribed to such term in the Recitals. (p) "IPO Date" shall mean the closing date of the initial public offering of the Common Stock. (q) "Permitted Basket Transaction" shall mean the purchase or sale of, or the establishment of a long or short position in, a basket or index of securities (or of a derivative financial instrument with respect to a basket or index of securities) that includes securities of GS Inc., in each case if such purchase, sale or establishment is permitted under the Company's policy on hedging with respect to securities of GS Inc. as announced from time to time. (r) A "person" shall include, as applicable, any individual, estate, trust, corporation, partnership, limited liability company, unlimited liability company, foundation, association or other entity. (s) "Plan of Incorporation" shall mean the plan for the incorporation and reorganization of the business of The Goldman Sachs Group, L.P. approved by the Schedule II Limited Partners thereof on March 8, 1999, as amended from time to time. (t) "PLP Transfer Restrictions" shall have the meaning ascribed to such term in Section 2.1 hereof. (u) "Preliminary Vote" shall have the meaning ascribed to such term in Section 4.1 hereof. -3- (v) "Restricted Person" shall mean any person that is not (i) a Covered Person or (ii) a director, officer or employee of the Company acting in such person's capacity as a director, officer or employee; provided, however, that for purposes of Section 6.1(c) only, the term "Restricted Person" shall not include Sumitomo Bank Capital Markets, Inc. and/or Kamehameha Activities Association to the extent that either or both of such parties are included in such group solely by virtue of their being parties to Voting Agreements, each dated as of April 30, 1999, with GS Inc., as amended from time to time. (w) "Shareholders' Committee" shall mean the body constituted to administer the terms and provisions of this Agreement pursuant to Article V hereof. (x) "Sole Beneficial Owner" shall mean a person who is the beneficial owner of Covered Shares, who does not share beneficial ownership of such Covered Shares with any other person (other than pursuant to this Agreement or applicable community property laws) and who is the only person (other than pursuant to applicable community property laws) with a direct economic interest in the Covered Shares. An economic interest of the Company as pledgee shall be disregarded for this purpose. (y) "Subsidiary" shall mean any person in which GS Inc. owns, directly or indirectly, a majority of the equity economic or voting ownership interest. (z) "The Goldman Sachs Defined Contribution Plan" shall mean The Goldman Sachs Defined Contribution Plan adopted by the Board of Directors of GS Inc. on May 7, 1999, as amended or supplemented from time to time, and any successors to such Plan. (aa) "Transfer" shall mean any sale, transfer, pledge, hypothecation or other disposition, whether direct or indirect, whether or not for value, and shall include any disposition of the economic or other risks of ownership of Common Stock, including short sales of securities of GS Inc., option transactions (whether physical or cash settled) with respect to securities of GS Inc., use of equity or other derivative financial instruments relating to securities of GS Inc. and other hedging arrangements with respect to securities of GS Inc., in each such case other than Permitted Basket Transactions. Notwithstanding the foregoing, bona fide pledges of Common Stock approved by GS Inc. and foreclosures pursuant thereto shall not constitute Transfers within the meaning of this definition. (ab) "Transfer Restrictions" shall mean the General Transfer Restrictions and the PLP Transfer Restrictions. -4- (ac) "vote" shall include actions taken or proposed to be taken by written consent. (ad) "Voted Covered Shares" shall have the meaning ascribed to such term in Section 4.2(a). (ae) "Voting Interests" shall have the meaning ascribed to such term in Section 4.1 hereof. Section 1.2 Gender. For the purposes of this Agreement, the words "he," "his" or "himself" shall be interpreted to include the masculine, feminine and corporate, other entity or trust form. ARTICLE II LIMITATIONS ON TRANSFER OF SHARES Section 2.1 General. Each Covered Person agrees that such Covered Person shall not Transfer any Covered Shares beneficially owned by such Covered Person, except in accordance with all of the following: (a) the terms of this Agreement, (b) the restrictions on transferability of Common Stock contained in the Plan of Incorporation (the "PLP Transfer Restrictions"), if applicable, and (c) the terms of any other contract or agreement with the Company or other undertaking by which such Covered Person is bound and to which such Covered Shares are subject. Section 2.2 General Transfer Restrictions. Each Covered Person agrees that for so long as such Covered Person is an Employee Covered Person such Covered Person shall at all times be the Sole Beneficial Owner of at least that number of Covered Shares which equals 25% of the aggregate number of Covered Shares (a) beneficially owned by such Covered Person at the time such Covered Person became a Covered Person and (b) beneficial ownership of which is acquired by such Covered Person thereafter, with no reduction in such aggregate number for Covered Shares disposed of by such Covered Person (the "General Transfer Restrictions"). For purposes of this Section 2.2 only, Covered Shares held by the trust underlying The Goldman Sachs Defined Contribution Plan and allocated to a Covered Person shall not be deemed to be beneficially owned by such Covered Person until such Covered Shares are distributed to such Covered Person in accordance with the terms of The Goldman Sachs Defined Contribution Plan. For purposes of this Section 2.2 only, when a delivery of Covered Shares is made by GS Inc. or by the trustee of the trust underlying The Goldman Sachs Defined Contribution Plan to a Covered Person net of Covered Shares to be withheld for tax purposes or to be paid for the receipt of such delivered Covered Shares, the recipient of such delivered number of Covered Shares shall be treated as if such Covered Person -5- acquired the total (gross) number of Covered Shares to be delivered before giving effect to any such withholding or payment. Section 2.3 Compliance with Certain Restrictions. (a) Each Covered Person agrees that, with respect to all Common Stock beneficially owned by such Covered Person, such Covered Person shall comply with the restrictions on transfer imposed by Section 6(e) of the Underwriting Agreement, dated as of May 3, 1999, among GS Inc. and the several underwriters named therein, whether or not said Section refers to such Covered Person by name. (b) Each Employee Covered Person agrees that, with respect to all Common Stock beneficially owned by such Employee Covered Person, and each Covered Person who is not an Employee Covered Person agrees that, with respect to all Covered Shares beneficially owned by such Covered Person which could not then be Transferred without contravening the PLP Transfer Restrictions, at the request of GS Inc. such Covered Person shall comply with any future restrictions on transfer imposed by or with the consent of GS Inc. from time to time in connection with any future offerings of securities of GS Inc., whether by GS Inc. or by any securityholder of GS Inc. and whether or not such restrictions on transfer refer to such Covered Person by name. (c) Each Employee Covered Person agrees that, with respect to all Common Stock beneficially owned by such Employee Covered Person, such Employee Covered Person will comply with any restrictions imposed by the Company from time to time to enable the Company or any party to an agreement with the Company to account for a business combination by the pooling of interests method. Section 2.4 Holding of Covered Shares in Custody and in Nominee Name; Legend on Certificates; Entry of Stop Transfer Orders. (a) Each Covered Person understands and agrees that all Covered Shares beneficially owned by each Employee Covered Person and all Covered Shares which could not then be Transferred without contravening the PLP Transfer Restrictions beneficially owned by each Covered Person who is not an Employee Covered Person (in each case other than Covered Shares held of record by a trustee in a compensation or benefit plan administered by the Company and other Covered Shares that have been pledged to the Company to secure the performance of such Covered Person's obligations under any agreement with the Company) shall be registered in the name of a nominee for such Covered Person and shall be -6- held in the custody of a custodian until otherwise determined by the Shareholders' Committee or the Board of Directors of GS Inc. or until such time as such Covered Shares are released pursuant to Section 2.4(e) or Section 2.4(f) hereof (whichever occurs first), and each Covered Person agrees to assign, endorse and register for transfer into such nominee name or deliver to such custodian any such Covered Shares which are not so registered or so held, as the case may be. The form of the custody agreement and the identity of the custodian and nominee must be satisfactory in form and substance to the Shareholders' Committee and GS Inc. (b) Whenever the nominee holder shall receive any dividend or other distribution upon any Covered Shares other than in Covered Shares, the Shareholders' Committee will give or cause to be given notice or direction to the applicable nominee and/or custodian referred to in paragraph (a) to permit the prompt distribution of such dividend or distribution to the beneficial owner of such Covered Shares, net of any tax withholding amounts required to be withheld by the nominee, unless the distribution of such dividend or distribution is restricted by the terms of another agreement between the Covered Person and the Company known to the Shareholders' Committee. (c) Each Covered Person understands and agrees that any outstanding certificate representing Covered Shares beneficially owned by an Employee Covered Person or representing Covered Shares which could not then be Transferred without contravening the PLP Transfer Restrictions beneficially owned by a Covered Person who is not an Employee Covered Person, and any agreement or other instrument evidencing restricted stock units, options or other rights to receive or acquire Covered Shares beneficially owned by such Covered Person, may bear a legend noted conspicuously on each such certificate, agreement or other instrument reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF EITHER OR BOTH OF A SHAREHOLDERS' AGREEMENT AMONG THE GOLDMAN SACHS GROUP, INC. ("GS INC.") AND THE PERSONS NAMED THEREIN AND A PLAN OF INCORPORATION OF THE GOLDMAN SACHS GROUP, L.P., COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF GS INC. AND WHICH, AMONG OTHER MATTERS, PLACE RESTRICTIONS ON THE DISPOSITION AND VOTING OF SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE THEREWITH." -7- (d) Each Covered Person agrees and consents to the entry of stop transfer orders against the transfer of Covered Shares subject to Transfer Restrictions except in compliance with this Agreement. (e) The Shareholders' Committee shall develop procedures for releasing all Covered Shares of each Covered Person who is not an Employee Covered Person which could then be Transferred without contravening any Transfer Restrictions to or at the direction of such Covered Person free and clear of all restrictions and legends described in this Section 2.4. (f) The Shareholders' Committee shall also develop procedures for releasing (free and clear of all restrictions and legends described in this Section 2.4) a specified number of Covered Shares of an Employee Covered Person upon the request of any Covered Person and to or at the direction of such Employee Covered Person, provided that such request is accompanied by a certificate of such requesting Covered Person (i) indicating such requesting Covered Person's intention to Transfer promptly such specified number of Covered Shares and (ii) establishing that such specified number of Covered Shares are then permitted to be Transferred without contravening any Transfer Restrictions (which evidence must be satisfactory to the Shareholders' Committee). ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES Each Covered Person severally represents and warrants for himself that: (a) Such Covered Person has (and with respect to Covered Shares to be acquired, will have) good, valid and marketable title to the Covered Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, the Plan of Incorporation or another agreement with the Company by which such Covered Person is bound and to which the Covered Shares are subject; and (b) (if the Covered Person is other than a natural person, with respect to subsections (i) through (x), and if the Covered Person is a natural person, with respect to subsections (iv) through (x) only): (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person's formation; (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; (iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings on the part of such -8- Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person; (iv) the person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do so; (v) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles); (vi) neither the execution and delivery of this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with or results in a breach of any of the terms, conditions or provi sions of any agreement or instrument to which such Covered Person is a party or by which the assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Person, if such Covered Person is other than a natural person), or constitutes a default under any of the foregoing, or violates any law or regulation; (vii) such Covered Person has obtained all authorizations, consents, approvals and clearances of all courts, governmental agencies and authorities, and any other person, if any (including the spouse of such Covered Person with respect to the interest of such spouse in the Covered Shares of such Covered Person if the consent of such spouse is required), required to permit such Covered Person to enter into this Agreement and to consummate the transactions contemplated herein; (viii) there are no actions, suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person's assets in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this Agreement; (ix) the performance of this Agreement will not violate any order, writ, injunction, decree or demand of any court or federal, state, municipal or other gov ernmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; and (x) no statement, representation or warranty made by such Covered Person in this Agreement, nor any information provided by such Covered Person for inclusion in a report filed pursuant to Section 6.3 hereof or in a registration statement filed by GS Inc. contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements, representations or warranties contained herein or information provided therein not misleading. Each Covered Person severally agrees for himself that the foregoing provision of this Article III shall be a continuing representation and covenant of such Covered Person during the period that such person shall be a Covered Person and shares of Common Stock of such person shall be Covered Shares, and such Covered Person shall -9- take all actions as shall from time to time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such representations shall be true and correct during the foregoing period. ARTICLE IV VOTING AGREEMENT Section 4.1 Preliminary Vote of Covered Persons. Prior to any vote of the stockholders of GS Inc. there shall be a separate, preliminary vote, on each matter upon which a stockholder vote is proposed to be taken (each, a "Preliminary Vote"), of the Covered Shares beneficially owned by (a) through December 31, 2000, all Covered Persons, and (b) on and after January 1, 2001, the Employee Covered Persons (including in both clause (a) and (b) and for the purpose of this Article IV shares of Common Stock held by the trust underlying The Goldman Sachs Defined Contribution Plan and allocated to Covered Persons (in the case of clause (a)) and Employee Covered Persons (in the case of clause (b)) who are participants therein) (such Covered Shares at any such time, the "Voting Interests"). The Preliminary Vote shall be conducted pursuant to procedures established by the Shareholders' Committee. Section 4.2 Voting of the Voting Interests. (a) Other than in elections of directors, every Covered Share beneficially owned by an Employee Covered Person, every Covered Share which could not then be Transferred without contravening the PLP Transfer Restrictions beneficially owned by any Covered Person who is not an Employee Covered Person and every Covered Share held by the trust underlying The Goldman Sachs Defined Contribution Plan and allocated to a Covered Person (collectively, the "Voted Covered Shares") shall be voted in accordance with the vote of the majority of the votes cast on the matter in question by the Voting Interests in the Preliminary Vote. (b) In elections of directors, every Voted Covered Share shall be voted in favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Interests in the Preliminary Vote. Section 4.3 Irrevocable Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the Shareholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act with respect to all of the Covered -10- Person's Voted Covered Shares, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation and (i) directs that such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement --in accordance with such Preliminary Vote, (ii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote -- as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote, and (iii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) -- as the aforementioned persons see fit in their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the aforementioned persons with respect to all Voted Covered Shares of such Covered Person for the period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Voted Covered Shares held of record by any other person but beneficially owned by such Covered Person (including Voted Covered Shares held by the trust underlying The Goldman Sachs Defined Contribution Plan and allocated to such Covered Person), granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of Section 4.2 and Section 4.3(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Voted Covered Shares of such Covered Person, and held of record by another person, for the period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof. -11- ARTICLE V SHAREHOLDERS' COMMITTEE Section 5.1 Constituency. The Shareholders' Committee shall at any time consist of each of those individuals who are both Employee Covered Persons and members of the Board of Directors of GS Inc. and who agree to serve as members of the Shareholders' Committee. Section 5.2 Additional Members. If there are less than three individuals who are both Employee Covered Persons and members of the Board of Directors of GS Inc. and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Employee Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Employee Covered Persons. Section 5.3 Determinations of and Actions by the Shareholders' Committee. (a) All determinations necessary or advisable under this Agreement (including determinations of beneficial ownership) shall be made by the Shareholders' Committee, whose determinations shall be final and binding. The Shareholders' Committee's determinations under this Agreement and the Plan of Incorporation and actions (including waivers) hereunder and thereunder need not be uniform and may be made selectively among Covered Persons (whether or not such Covered Persons are similarly situated). (b) Each Covered Person recognizes and agrees that the members of the Shareholders' Committee in acting hereunder shall at all times be acting in their individual capacities and not as directors or officers of the Company and in so acting or failing to act shall not have any fiduciary duties to the Covered Persons as a member of the Shareholders' Committee by virtue of the fact that one or more of such members may also be serving as a director or officer of the Company or otherwise. (c) The Shareholders' Committee shall act through a majority vote of its members and such actions may be taken in person at a meeting or by a written instrument signed by all of the members. Section 5.4 Certain Obligations of the Shareholders' Committee. The Shareholders' Committee shall be obligated (a) to attend as proxy, or cause a person designated by it and acting as lawful proxy to attend as proxy, each meeting of the -12- stockholders of GS Inc. and to vote or to cause such designee to vote the Covered Shares over which it has the power to vote in accordance with the results of the Preliminary Vote as set forth in Section 4.2, and (b) to develop procedures governing Preliminary Votes and other votes and actions to be taken pursuant to this Agreement. ARTICLE VI OTHER AGREEMENTS OF THE PARTIES Section 6.1 Standstill Provisions. Each Covered Person agrees that such Covered Person shall not, directly or indirectly, alone or in concert with any other person, (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any securities of the Company to or with any Restricted Person; (b) deposit any Covered Shares in a voting trust or subject any Covered Shares to any voting agreement or arrangement that includes as a party any Restricted Person; (c) form, join or in any way participate in a group (as contemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of the Company (or any securities the ownership of which would make the owner thereof a beneficial owner of securities of the Company (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (e) initiate or propose any "shareholder proposal" subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person, make any offer or proposal to acquire any securities or assets of GS Inc. or any of its Subsidiaries or solicit or propose to effect or negotiate any form of business combination, restructuring, recapitalization or other extraordinary transaction involving, or any change in control of, GS Inc., its Subsidiaries or any of their respective securities or assets; (g) together with any Restricted Person, seek the removal of any directors or a change in the composition or size of the board of directors of GS Inc.; (h) together with any Restricted Person, in any way participate in a call for any special meeting of the stockholders of GS Inc.; or (i) assist, advise or encourage any person with respect to, or seek to do, any of the foregoing. Section 6.2 Expenses. (a) GS Inc. shall be responsible for all expenses of the members of the Shareholders' Committee incurred in the operation and administration of this Agreement, including expenses of proxy solicitation for and tabulation of the Preliminary Vote, expenses incurred in preparing appropriate filings and correspondence with the Securities and Exchange Commission, lawyers', accountants', agents', consultants', experts', investment banking and other professionals' fees, expenses incurred in enforcing the provisions of this Agreement, expenses incurred in maintaining any necessary or appropriate books and records relating to this -13- Agreement and expenses incurred in the preparation of amendments to and waivers of provisions of this Agreement. (b) Each Covered Person shall be responsible for all expenses of such Covered Person incurred in connection with the compliance by such Covered Person with his obligations under this Agreement, including expenses incurred by the Shareholders' Committee or GS Inc. in enforcing the provisions of this Agreement relating to such obligations. Section 6.3 Filing of Schedule 13D or 13G. (a) In the event that a Covered Person is required to file a report of beneficial ownership on Schedule 13D or 13G with respect to the Covered Shares beneficially owned by him (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), such Covered Person agrees that, unless otherwise directed by the Shareholders' Committee, such Covered Person will not file a separate such report, but will file a report together with the other Covered Persons, containing the information required by the Exchange Act, and such Covered Person understands and agrees that such report shall be filed on his behalf by the Shareholders' Committee or any member thereof. Such Covered Person shall cooperate fully with the other Covered Persons and the Shareholders' Committee to achieve the timely filing of any such report and any amendments thereto as may be required, and such Covered Person agrees that any information concerning such Covered Person which such Covered Person furnishes in connection with the preparation and filing of such report will be complete and accurate. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee and each member thereof, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to execute such reports and any and all amendments thereto and to file such reports with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 6.3 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. Each Covered Person hereby further designates such attorneys as such Covered Person's agents authorized to receive notices and communications with respect to such reports and any amendments thereto. It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the -14- aforementioned persons for the period beginning on the date hereof and ending on the date such Covered Person is no longer subject to the provisions of this Agreement (and shall extend thereafter for such time as is required to reflect that such Covered Person is no longer a party to this Agreement). Section 6.4 Adjustment upon Changes in Capitalization; Adjustments upon Changes of Control; Representatives, Successors and Assigns. (a) In the event of any change in the outstanding Common Stock by reason of stock dividends, stock splits, reverse stock splits, spin-offs, split-ups, recapitalizations, combinations, exchanges of shares and the like, the term "Covered Shares" shall refer to and include the securities received or resulting therefrom, but only to the extent such securities are received in exchange for or in respect of Covered Shares. Upon the occurrence of any event described in the immediately preceding sentence, the Shareholders' Committee shall make such adjustments to or interpretations of the restrictions of Section 2.2 (and, if it so determines, any other provisions hereof) as it shall deem necessary or desirable to carry out the intent of such provision(s). If the Shareholders' Committee deems it desirable, any such adjustments may take effect from the record date, the "when issued trading date", the "ex dividend date" or another appropriate date. (b) In the event of any business combination, restructuring, recapitalization or other extraordinary transaction involving GS Inc., its Subsidiaries or any of their respective securities or assets as a result of which the Covered Persons shall hold voting securities of a person other than GS Inc., the Covered Persons agree that this Agreement shall also continue in full force and effect with respect to such voting securities of such other person formerly representing or distributed in respect of Covered Shares of GS Inc., and the terms "Covered Shares," "Common Stock" and "Voting Interests," and "GS Inc." and "Company," shall refer to such voting securities formerly representing or distributed in respect of Covered Shares of GS Inc. and such person, respectively. Upon the occurrence of any event described in the immediately preceding sentence, the Shareholders' Committee shall make such adjustments to or interpretations of the restrictions of Section 2.2 (and, if it so determines, any other provisions hereof) as it shall deem necessary or desirable to carry out the intent of such provision(s). If the Shareholders' Committee deems it desirable, any such adjustments may take effect from the record date or another appropriate date. (c) This Agreement shall be binding upon and inure to the benefit of the respective legatees, legal representatives, successors and assigns of the Covered Persons (and GS Inc. in the event of a transaction described in Section 6.4(b) hereof); provided, however, that a Covered Person may not assign this Agreement -15- or any of his rights or obligations hereunder without the prior written consent of GS Inc., and any assignment without such consent by a Covered Person shall be void; and provided further that no assignment of this Agreement by GS Inc. or to a successor of GS Inc. (by operation of law or otherwise) shall be valid unless such assignment is made to a person which succeeds to the business of GS Inc. substantially as an entirety. Section 6.5 Further Assurances. Each Covered Person agrees to execute such additional documents and take such further action as may be reasonably necessary to effect the provisions of this Agreement. ARTICLE VII MISCELLANEOUS Section 7.1 Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall continue until the first to occur of January 1, 2050 and such time as this Agreement is terminated by the affirmative vote of not less than 66 2/3% of the outstanding Voting Interests. If this Agreement is terminated prior to the expiration or termination of the restrictions on transfer referred to in Section 2.3(a), such restrictions on transfer shall continue to apply in accordance with the provisions of Section 6(e) of the Underwriting Agreement referred to in Section 2.3(a) unless waived or terminated as provided in said Underwriting Agreement. If this Agreement is terminated prior to the expiration or termination of the PLP Transfer Restrictions, the PLP Transfer Restrictions shall continue to apply in accordance with the provisions of the Plan of Incorporation unless waived or terminated as provided in the Plan of Incorporation. (b) Unless this Agreement is theretofore terminated pursuant to Section 7.1(a) hereof, any Covered Person who ceases to be an employee for any reason other than death shall no longer be bound by the provisions of Section 2.2 and Section 6.1 hereof (unless such Covered Person is subject to the PLP Transfer Restrictions in which case Section 6.1 shall continue to apply until December 31, 2000) but shall be bound by all other provisions of this Agreement until such time as such Covered Person holds all Covered Shares free from PLP Transfer Restrictions. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement (other than Sections 5.3, 6.2, 6.3, 6.5, 7.4, 7.5, 7.6, 7.8, 7.10 and 7.11 (the "Continuing Provisions")), and such Covered Person's name shall be removed from Appendix A to this Agreement. -16- (c) Unless this Agreement is theretofore terminated pursuant to Section 7.1(a) hereof, the estate of any Covered Person who ceases to be an employee by reason of death or any Covered Person who ceases to be an employee for any reason other than death and who subsequently dies shall from and after the date of such death be bound only by the restrictions on transfer imposed by Section 2.3(a) hereof and the Continuing Provisions; and upon the expiration of the restrictions in Section 2.3(a), the estate of such Covered Person shall no longer be bound by the provisions of this Agreement (other than the Continuing Provisions), and such Covered Person's name shall be removed from Appendix A to this Agreement. Section 7.2 Amendments. (a) Except as provided in this Section 7.2, provisions of this Agreement may be amended only by the affirmative vote of a majority of the outstanding Voting Interests. (b) This Section 7.2(b), Section 7.1(a) and Section 7.3(a)(i) may be amended only by the affirmative vote of 66 2/3% of the outstanding Voting Interests. Any amendment of any other provision of this Agreement that would have the effect, in connection with a tender or exchange offer by any person other than the Company as to which the Board of Directors of GS Inc. is recommending rejection, of permitting Transfers which would not be permitted by the terms of this Agreement as theretofore in effect shall also require the affirmative vote of 66 2/3% of the outstanding Voting Interests. (c) This Section 7.2(c), Article V, Section 7.3(b) and any other provision the amendment (or addition) of which has the effect of materially changing the rights or obligations of the Shareholders' Committee hereunder may be amended (or added) either (i) with the approval of the Shareholders' Committee and the affirmative vote of a majority of the Voting Interests or (ii) by the affirmative vote of 66 2/3% of the outstanding Voting Interests. (d) In addition to any other vote or approval that may be required under this Section 7.2, any amendment to the General Transfer Restrictions that would make such General Transfer Restrictions materially more onerous to a Covered Person will not be enforceable against that Covered Person unless that Covered Person has consented to such amendment. (e) In addition to any other vote or approval that may be required under this Section 7.2, any amendment of this Agreement that has the effect of changing the obligations of GS Inc. hereunder to make such obligations materially more onerous to GS Inc. shall require the approval of GS Inc. -17- (f) In addition to any other vote or approval that may be required under this Section 7.2, any amendment that has the effect of amending the provisions of Section 2.3(a), 2.3(b) or 2.3(c) shall require the approval of GS Inc. (g) Each Covered Person understands that it is intended that each managing director of the Company will be a Covered Person under this Agreement or will become a Covered Person upon his appointment to such position, and each Covered Person further understands that from time to time certain other persons may become Covered Persons and certain Covered Persons will cease to be bound by the provisions of this Agreement pursuant to the terms hereof. Accordingly, this Agreement may be amended by action of the Shareholders' Committee from time to time and without the approval of any other person, but solely for the purposes of (i) adding to Appendix A such persons as shall be made party to this Agreement pursuant to the terms hereof or shall (A) be appointed managing directors of the Company and (B) execute a counterpart of the signature page of this Agreement, such addition to be effective as of the time of such action or appointment and (ii) removing from Appendix A such persons as shall cease to be bound by the provisions of this Agreement pursuant to Sections 7.1(b) or (c) hereof, which additions and removals shall be given effect from time to time by appropriate changes to Appendix A. Section 7.3 Waivers. The Transfer Restrictions and the other provisions of this Agreement may be waived only as provided in this Section 7.3. (a) The holders of the outstanding Voting Interests may waive the Transfer Restrictions and the other provisions of this Agreement without the consent of any other person as follows: (i) The Transfer Restrictions may be waived, in connection with any tender or exchange offer by any person other than the Company as to which the Board of Directors of GS Inc. is recommending rejection at the time of such waiver, only by the affirmative vote of 66 2/3% of the outstanding Voting Interests; (ii) The Transfer Restrictions may be waived, in connection with any tender or exchange offer by any person other than the Company as to which the Board of Directors of GS Inc. is recommending acceptance or is not making any recommendation with respect to acceptance at the time of such waiver, only by the affirmative vote of a majority of the outstanding Voting Interests; -18- (iii) The Transfer Restrictions may be waived, in connection with any tender or exchange offer by the Company, by the affirmative vote of a majority of the outstanding Voting Interests; (iv) In all circumstances other than those set forth in Section 7.3(a)(i), (ii) and (iii), the provisions of this Agreement may be waived only by the affirmative vote of a majority of the outstanding Voting Interests; provided, however, that the holders of the outstanding Voting Interests may not waive the provisions of this Agreement in the circumstances set forth in Section 7.3(b); and (v) In addition to any other action that may be required under this Section 7.3(a), any waiver that has the effect of waiving the provisions of Section 2.3(a), 2.3(b) or 2.3(c) shall require the approval of GS Inc. (b) The Shareholders' Committee may waive the Transfer Restrictions and the other provisions of this Agreement without the consent of any other person as follows: (i) The Shareholders' Committee may waive the Transfer Restrictions and the other provisions of this Agreement to permit: (A) Covered Persons to participate as sellers in underwritten public offerings of, and stock repurchase programs and tender offers by GS Inc. for, Common Stock; (B) Transfers of Covered Shares to organizations described in Section 501(c)(3) of the Code, including gifts to "private foundations" subject to the requirements of Section 509 of the Code; (C) Transfers of Covered Shares held in employee benefit plans of the Company either generally or in particular situations; and (D) particular Covered Persons or all Covered Persons to Transfer Covered Shares in particular situations (such as Transfers to family members, partnerships or trusts), but not generally (provided that in each of (A) through (D), waivers of the restrictions imposed by Section 2.3(a), 2.3(b) and 2.3(c) shall also require the prior written consent of GS Inc.); (ii) The Shareholders' Committee may waive the PLP Transfer Restrictions in all circumstances other than in connection with -19- a tender or exchange offer by any person other than the Company; and (iii) The Shareholders' Committee may waive any or all of the Transfer Restrictions and the other provisions of this Agreement with respect to Covered Shares owned by a person at the time the person becomes a managing director of the Company or acquired by the person in connection with such person's becoming a managing director of the Company; provided that such person was not an employee of the Company prior to the granting of such waiver by the Shareholders' Committee. (c) GS Inc. agrees that the PLP Transfer Restrictions shall be deemed to be waived under the Plan of Incorporation if they are waived as provided in this Agreement. (d) In connection with any waiver granted under this Agreement, the Shareholders' Committee or the holders of the percentage of Voting Interests required for the waiver, as the case may be, may impose such conditions as they determine on the granting of such waivers. (e) The failure of the Company or the Shareholders' Committee at any time or times to require performance of any provision of this Agreement shall in no manner affect the rights at a later time to enforce the same. No waiver by the Company or the Shareholders' Committee of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement. Section 7.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Section 7.5 Resolution of Disputes. (a) The Shareholders' Committee shall have the sole and exclusive power to enforce the provisions of this Agreement. The Shareholders' Committee may in its sole discretion request GS Inc. to conduct such enforcement, and GS Inc. agrees to conduct such enforcement as requested and directed by the Shareholders' Committee. -20- (b) Without diminishing the finality and conclusive effect of any determination by the Shareholders' Committee of any matter under this Agreement which is provided herein to be determined or proposed by the Shareholders' Committee (and subject to the provisions of paragraphs (c) and (d) hereof), any dispute, controversy or claim arising out of or relating to or concerning the provisions of this Agreement shall be finally settled by arbitration in New York City before, and in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. ("NYSE"), or if the NYSE declines to arbitrate the matter, the American Arbitration Association ("AAA") in accordance with the commercial arbitration rules of the AAA. (c) Notwithstanding the provisions of paragraph (b), and in addition to its right to submit any dispute or controversy to arbitration, the Shareholders' Committee may bring, or may cause GS Inc. to bring, on behalf of the Shareholders' Committee or on behalf of one or more Covered Persons, an action or special proceeding in a state or federal court of competent jurisdiction sitting in the State of Delaware, whether or not an arbitration proceeding has theretofore been or is ever initiated, for the purpose of temporarily, preliminarily or permanently enforcing the provisions of this Agreement and, for the purposes of this paragraph (c), each Covered Person (i) expressly consents to the application of paragraph (d) to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate and (iii) irrevocably appoints each General Counsel of GS Inc., c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 as such Covered Person's agent for service of process in connection with any such action or proceeding, who shall promptly advise such Covered Person of any such service of process. (d) (i) EACH COVERED PERSON HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED ACCORDING TO THE PROVISIONS OF PARAGRAPH (B) HEREOF. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. The parties acknowledge that the forum designated by this paragraph (d) has a reasonable relation to this Agreement, and to the parties' relationship with one another. Notwithstanding the foregoing, nothing herein shall preclude the Shareholders' Committee or GS Inc. from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 7.5. -21- (ii) The agreement of the parties as to forum is independent of the law that may be applied in the action, and they each agree to such forum even if the forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in paragraph (d)(i). The parties undertake not to commence any action arising out of or relating to or concerning this Agreement in any forum other than a forum described in paragraph (d)(i). The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon the parties. Section 7.6 Relationship of Parties. The terms of this Agreement are intended not to create a separate entity for U.S. federal income tax purposes, and nothing in this Agreement shall be read to create any partnership, joint venture or separate entity among the parties or to create any trust or other fiduciary relationship between them. Section 7.7 Notices. (a) Any communication, demand or notice to be given hereunder will be duly given (and shall be deemed to be received) when delivered in writing by hand or first class mail or by telecopy to a party at its address as indicated below: If to a Covered Person, c/o The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3876 Attention: General Counsel; If to the Shareholders' Committee, at Shareholders' Committee under the Shareholders' Agreement, dated May 7, 1999 c/o The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3876 Attention: General Counsel; and -22- If to GS Inc., at The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telecopy: (212) 902-3876 Attention: General Counsel. GS Inc. shall be responsible for notifying each Covered Person of the receipt of a communication, demand or notice under this Agreement relevant to such Covered Person at the address of such Covered Person then in the records of GS Inc. (and each Covered Person shall notify GS Inc. of any change in such address for communications, demands and notices). (b) Unless otherwise provided to the contrary herein, any notice which is required to be given in writing pursuant to the terms of this Agreement may be given by telecopy. Section 7.8 Severability. If any provision of this Agreement is finally held to be invalid, illegal or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. Section 7.9 Right to Determine Tender Confidentially. In connection with any tender or exchange offer for all or any portion of the outstanding Common Stock, subject to compliance with all applicable restrictions on Transfer in this Agreement, the Plan of Incorporation or any other agreement with GS Inc., each Covered Person will have the right to determine confidentially whether such Covered Person's Covered Shares will be tendered in such tender or exchange offer. Section 7.10 No Third-Party Rights. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns. Section 7.11 Section Headings. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. -23- Section 7.12 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument. -24- IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed this Agreement as of the dates indicated. THE GOLDMAN SACHS GROUP, INC. By:/s/ Robert J. Katz ---------------------------------- Name: Robert J. Katz Title: Executive Vice President Dated : May 7, 1999 [Signature Page 1 and Signature Page 2 Follow] Signature Page 1 to Shareholders' Agreement Bradley I. Abelow Paul M. Achleitner Jonathan R. Aisbitt Andrew M. Alper Armen A. Avanessians David M. Baum Ron E. Beller Milton R. Berlinski Lloyd C. Blankfein David W. Blood Peter L. Briger Jr. Richard J. Bronks Lawrence R. Buchalter Michael J. Carr Christopher J. Carrera Mary Ann Casati Andrew A. Chisholm Zachariah Cobrinik Abby Joseph Cohen Gary D. Cohn Christopher A. Cole Carlos A. Cordeiro Henry Cornell E. Gerald Corrigan Jon S. Corzine Claudio Costamagna Frank L. Coulson, Jr. Randolph L. Cowen Philip M. Darivoff Timothy D. Dattels Gavyn Davies David A. Dechman Paul C. Deighton Robert V. Delaney Joseph Della Rosa Alexander C. Dibelius John O. Downing Connie K. Duckworth C. Steven Duncker Gordon E. Dyal Glenn P. Earle Signature Page 1 to Shareholders' Agreement (cont.) Paul S. Efron J. Michael Evans W. Mark Evans Pieter Maarten Feenstra Lawton W. Fitt David B. Ford Edward C. Forst Christopher G. French Richard A. Friedman Joseph D. Gatto Peter C. Gerhard Nomi P. Ghez Joseph H. Gleberman Richard J. Gnodde Jeffrey B. Goldenberg Jacob D. Goldfield Amy O. Goodfriend Andrew M. Gordon Geoffrey T. Grant Eric P. Grubman Joseph D. Gutman Robert S. Harrison Thomas J. Healey Sylvain M. Hefes David B. Heller Steven M. Heller David L. Henle Mary C. Henry Robert E. Higgins M. Roch Hillenbrand Jacquelyn M. Hoffman-Zehner Robert J. Hurst Francis J. Ingrassia Timothy J. Ingrassia Reuben Jeffery III Stefan J. Jentzsch Chansoo Joung Ann F. Kaplan Barry A. Kaplan Robert S. Kaplan Scott B. Kapnick Signature Page 1 to Shareholders' Agreement (cont.) Erland S. Karlsson Robert J. Katz Kevin W. Kennedy Peter D. Kiernan III Douglas W. Kimmelman Bradford C. Koenig Jonathan L. Kolatch Peter S. Kraus David G. Lambert Thomas D. Lasersohn Anthony D. Lauto Matthew G. L'Heureux Lawrence H. Linden Robert Litterman Robert H. Litzenberger Jonathan M. Lopatin Michael R. Lynch Peter G.C. Mallinson Ronald G. Marks Eff W. Martin David J. Mastrocola John P. McNulty E. Scott Mead Sanjeev K. Mehra T. Willem Mesdag Eric M. Mindich Steven T. Mnuchin Masanori Mochida Karsten N. Moller Thomas K. Montag Wayne L. Moore Robert B. Morris III Michael P. Mortara Sharmin Mossavar-Rahmani Edward A. Mule Philip D. Murphy Thomas S. Murphy, Jr. Avi M. Nash Daniel M. Neidich Kipp M. Nelson Robin Neustein Signature Page 1 to Shareholders' Agreement (cont.) Suzanne M. Nora Johnson Michael E. Novogratz Alok Oberoi Terence J. O'Neill Timothy J. O'Neill Donald C. Opatrny, Jr. Robert J. O'Shea Greg M. Ostroff Terence M. O'Toole Robert J. Pace Gregory K. Palm Henry M. Paulson, Jr. Scott M. Pinkus Timothy C. Plaut Wiet H. Pot John J. Powers Michael A. Price Scott S. Prince Stephen D. Quinn Michael G. Rantz Girish V. Reddy Arthur J. Reimers James P. Riley, Jr. Simon M. Robertson J. David Rogers Emmanuel Roman Ralph F. Rosenberg Stuart M. Rothenberg Michael S. Rubinoff Richard M. Ruzika John C. Ryan Michael D. Ryan Richard A. Sapp Joseph Sassoon Tsutomu Sato Muneer A. Satter Jonathan S. Savitz Peter Savitz Howard B. Schiller Antoine Schwartz Eric S. Schwartz Signature Page 1 to Shareholders' Agreement (cont.) Mark Schwartz Charles B. Seelig, Jr. Steven M. Shafran Richard S. Sharp James M. Sheridan Richard G. Sherlund Michael S. Sherwood Howard A. Silverstein Dinakar Singh Christian J. Siva-Jothy Cody J Smith Jonathan S. Sobel Marc A. Spilker Daniel W. Stanton Esta E. Stecher Fredric E. Steck Robert K. Steel Hsueh J. Sung Peter D. Sutherland Gene T. Sykes Mark R. Tercek Donald F. Textor John A. Thain John L. Thornton John R. Tormondsen Leslie C. Tortora John L. Townsend, III Byron D. Trott Robert B. Tudor III Thomas E. Tuft Malcolm B. Turnbull John E. Urban Lee G. Vance David A. Viniar Barry S. Volpert George H. Walker Thomas B. Walker III Patrick J. Ward John S. Weinberg Peter A. Weinberg George W. Wellde, Jr. Signature Page 1 to Shareholders' Agreement (cont.) Anthony G. Williams Gary W. Williams Kendrick R. Wilson III Jon Winkelried Steven J. Wisch Richard E. Witten Tracy R. Wolstencroft Yasuyo Yamazaki Danny O. Yee Michael J. Zamkow Yoel Zaoui Gregory H. Zehner Jide J. Zeitlin Joseph R. Zimmel Barry L. Zubrow Mark A. Zurack By:/s/ Gregory K. Palm ------------------------ Name: Gregory K. Palm Title: Attorney-in-Fact Dated: May 7, 1999 Signature Page 2 to Shareholders' Agreement By:/s/ Peter C. Aberg By:/s/ Tarek M. Ben Halim -------------------------------- -------------------------------- Name: Peter C. Aberg Name: Tarek M. Ben Halim By:/s/ Elliot M. Alchek By:/s/ Jaime I. Bergel -------------------------------- -------------------------------- Name: Elliot M. Alchek Name: Jaime I. Bergel By:/s/ Philippe J. Altuzarra By:/s/ Todd L. Bergman -------------------------------- -------------------------------- Name: Philippe J. Altuzarra Name: Todd L. Bergman By:/s/ Kazutaka P. Arai By:/s/ Andrew S. Berman -------------------------------- -------------------------------- Name: Kazutaka P. Arai Name: Andrew S. Berman By:/s/ David M. Atkinson By:/s/ Frances R. Bermanzohn -------------------------------- -------------------------------- Name: David M. Atkinson Name: Frances R. Bermanzohn By:/s/ Mitchel J. August By:/s/ Jeffrey J. Bernstein -------------------------------- -------------------------------- Name: Mitchel J. August Name: Jeffrey J. Bernstein By:/s/ John S. Barakat By:/s/ Robert A. Berry -------------------------------- -------------------------------- Name: John S. Barakat Name: Robert A. Berry By:/s/ Barbara J. Basser-Bigio By:/s/ Jean-Luc Biamonti -------------------------------- -------------------------------- Name: Barbara J. Basser-Bigio Name: Jean-Luc Biamonti By:/s/ Robert A. Beckwitt By:/s/ James J. Birch -------------------------------- -------------------------------- Name: Robert A. Beckwitt Name: James J. Birch By:/s/ Jonathan A. Beinner By:/s/ David R. Boles -------------------------------- -------------------------------- Name: Jonathan A. Beinner Name: David R. Boles Signature Page 2 to Shareholders' Agreement By:/s/ David A. Bolotsky By:/s/ Timothy B. Bunting -------------------------------- -------------------------------- Name: David A. Bolotsky Name: Timothy B. Bunting By:/s/ Charles W.A. Bott By:/s/ Calvert C. Burkhart -------------------------------- -------------------------------- Name: Charles W.A. Bott Name: Calvert C. Burkhart By:/s/ Charles C. Bradford III By:/s/ Michael S. Burton -------------------------------- -------------------------------- Name: Charles C. Bradford III Name: Michael S. Burton By:/s/ Benjamin S. Bram By:/s/ George H. Butcher III -------------------------------- -------------------------------- Name: Benjamin S. Bram Name: George H. Butcher III By:/s/ Thomas C. Brasco By:/s/ Lawrence V. Calcano -------------------------------- -------------------------------- Name: Thomas C. Brasco Name: Lawrence V. Calcano By:/s/ Craig W. Broderick By:/s/ John D. Campbell -------------------------------- -------------------------------- Name: Craig W. Broderick Name: John D. Campbell By:/s/ Charles K. Brown By:/s/ Richard M.Campbell-Breeden --------------------------------- -------------------------------- Name: Charles K. Brown Name: Richard M.Campbell-Breeden By:/s/ Vern J. Brownell By:/s/ Anthony H. Carpet -------------------------------- -------------------------------- Name: Vern J. Brownell Name: Anthony H. Carpet By:/s/ Peter D. Brundage By:/s/ Virginia E. Carter -------------------------------- -------------------------------- Name: Peter D. Brundage Name: Virginia E. Carter By:/s/ Steven M. Bunson By:/s/ Calvin R. Carver, Jr. -------------------------------- -------------------------------- Name: Steven M. Bunson Name: Calvin R. Carver, Jr. Signature Page 2 to Shareholders' Agreement By:/s/ Chris Casciato By:/s/ Timothy J. Cole -------------------------------- -------------------------------- Name: Chris Casciato Name: Timothy J. Cole By:/s/ Douglas W. Caterfino By:/s/ Laura C. Conigliaro -------------------------------- -------------------------------- Name: Douglas W. Caterfino Name: Laura C. Conigliaro By:/s/ Michael J. Certo By:/s/ Frank T. Connor -------------------------------- -------------------------------- Name: Michael J. Certo Name: Frank T. Connor By:/s/ Varkki P. Chacko By:/s/ Donna L. Conti -------------------------------- -------------------------------- Name: Varkki P. Chacko Name: Donna L. Conti By:/s/ David K. Chang By:/s/ Edith W. Cooper -------------------------------- -------------------------------- Name: David K. Chang Name: Edith W. Cooper By:/s/ Thomas P. Chang By:/s/ Philip A. Cooper -------------------------------- -------------------------------- Name: Thomas P. Chang Name: Philip A. Cooper By:/s/ Sacha A. Chiaramonte By:/s/ John W. Copeland -------------------------------- -------------------------------- Name: Sacha A. Chiaramonte Name: John W. Copeland By:/s/ Robert J. Christie By:/s/ Neil D. Crowder -------------------------------- -------------------------------- Name: Robert J. Christie Name: Neil D. Crowder By:/s/ Peter T. Cirenza By:/s/ John W. Curtis -------------------------------- -------------------------------- Name: Peter T. Cirenza Name: John W. Curtis By:/s/ Kent A. Clark By:/s/ Stephen C. Daffron -------------------------------- -------------------------------- Name: Kent A. Clark Name: Stephen C. Daffron Signature Page 2 to Shareholders' Agreement By:/s/ John S. Daly By:/s/ Jana Hale Doty -------------------------------- -------------------------------- Name: John S. Daly Name: Jana Hale Doty By:/s/ Matthew S. Darnall By:/s/ Robert G. Doumar, Jr. -------------------------------- -------------------------------- Name: Matthew S. Darnall Name: Robert G. Doumar, Jr. By:/s/ Juan A. Del Rivero By:/s/ Michael B. Dubno -------------------------------- -------------------------------- Name: Juan A. Del Rivero Name: Michael B. Dubno By:/s/ Emanuel Derman By:/s/ William C. Dudley -------------------------------- -------------------------------- Name: Emanuel Derman Name: William C. Dudley By:/s/ Andrew C. Devenport By:/s/ Matthieu B. Duncan -------------------------------- -------------------------------- Name: Andrew C. Devenport Name: Matthieu B. Duncan By:/s/ Stephen D. Dias By:/s/ Karlo J. Duvnjak -------------------------------- -------------------------------- Name: Stephen D. Dias Name: Karlo J. Duvnjak By:/s/ Simon P. Dingemans By:/s/ Jay S. Dweck -------------------------------- -------------------------------- Name: Simon P. Dingemans Name: Jay S. Dweck By:/s/ Sandra D'Italia By:/s/ Isabelle Ealet -------------------------------- -------------------------------- Name: Sandra D'Italia Name: Isabelle Ealet By:/s/ Paula A. Dominick By:/s/ Herbert E. Ehlers -------------------------------- -------------------------------- Name: Paula A. Dominick Name: Herbert E. Ehlers By:/s/ Noel B. Donohoe By:/s/ Alexander S. Ehrlich -------------------------------- -------------------------------- Name: Noel B. Donohoe Name: Alexander S. Ehrlich Signature Page 2 to Shareholders' Agreement By:/s/ John E. Eisenberg By:/s/ Robert P. Fisher, Jr. -------------------------------- -------------------------------- Name: John E. Eisenberg Name: Robert P. Fisher, Jr. By:/s/ Glenn D. Engel By:/s/ Stephen C. Fitzgerald -------------------------------- -------------------------------- Name: Glenn D. Engel Name: Stephen C. Fitzgerald By:/s/ Michael P. Esposito By:/s/ David N. Fleischer -------------------------------- -------------------------------- Name: Michael P. Esposito Name: David N. Fleischer By:/s/ George C. Estey By:/s/ Jeffrey S. Flug -------------------------------- -------------------------------- Name: George C. Estey Name: Jeffrey S. Flug By:/s/ Mark D. Ettenger By:/s/ Eric O. Fornell -------------------------------- -------------------------------- Name: Mark D. Ettenger Name: Eric O. Fornell By:/s/ Charles P. Eve By:/s/ Oliver L. Frankel -------------------------------- -------------------------------- Name: Charles P. Eve Name: Oliver L. Frankel By:/s/ Paul D. Farrell By:/s/ Matthew T. Fremont-Smith -------------------------------- -------------------------------- Name: Paul D. Farrell Name: Matthew T. Fremont-Smith By:/s/ Elizabeth C. Fascitelli By:/s/ C. Douglas Fuge -------------------------------- -------------------------------- Name: Elizabeth C. Fascitelli Name: C. Douglas Fuge By:/s/ Steven M. Feldman By:/s/ Emmanuel Gavaudan -------------------------------- -------------------------------- Name: Steven M. Feldman Name: Emmanuel Gavaudan By:/s/ Laurie R. Ferber By:/s/ Eduardo B. Gentil -------------------------------- -------------------------------- Name: Laurie R. Ferber Name: Eduardo B. Gentil Signature Page 2 to Shareholders' Agreement By:/s/ H. John Gilbertson, Jr. By:/s/ Erol Hakanoglu -------------------------------- -------------------------------- Name: H. John Gilbertson, Jr. Name: Erol Hakanoglu By:/s/ Alan R. Gillespie By:/s/ Roger C. Harper -------------------------------- -------------------------------- Name: Alan R. Gillespie Name: Roger C. Harper By:/s/ Jay S. Goodgold By:/s/ Charles T. Harris III -------------------------------- -------------------------------- Name: Jay S. Goodgold Name: Charles T. Harris III By:/s/ Robert D. Gottlieb By:/s/ Shelley A. Hartman -------------------------------- -------------------------------- Name: Robert D. Gottlieb Name: Shelley A. Hartman By:/s/ William M. Grathwohl By:/s/ Nobumichi Hattori -------------------------------- -------------------------------- Name: William M. Grathwohl Name: Nobumichi Hattori By:/s/ David J. Greenwald By:/s/ Stephen J. Hay -------------------------------- -------------------------------- Name: David J. Greenwald Name: Stephen J. Hay By:/s/ Louis S. Greig By:/s/ Walter H. Haydock -------------------------------- -------------------------------- Name: Louis S. Greig Name: Walter H. Haydock By:/s/ Christopher Grigg By:/s/ Isabelle Hayen -------------------------------- -------------------------------- Name: Christopher Grigg Name: Isabelle Hayen By:/s/ Douglas C. Grip By:/s/ John P. Heanue -------------------------------- -------------------------------- Name: Douglas C. Grip Name: John P. Heanue By:/s/ Celeste A. Guth By:/s/ Robert C. Heathcote -------------------------------- -------------------------------- Name: Celeste A. Guth Name: Robert C. Heathcote Signature Page 2 to Shareholders' Agreement By:/s/ R. Douglas Henderson By:/s/ Masahiro Iwano -------------------------------- -------------------------------- Name: R. Douglas Henderson Name: Masahiro Iwano By:/s/ Maykin Ho By:/s/ William L. Jacob III -------------------------------- -------------------------------- Name: Maykin Ho Name: William L. Jacob III By:/s/ Timothy E. Hodgson By:/s/ Mark M. Jacobs -------------------------------- -------------------------------- Name: Timothy E. Hodgson Name: Mark M. Jacobs By:/s/ Christopher G. Hogg By:/s/ Richard I. Jaffee -------------------------------- -------------------------------- Name: Christopher G. Hogg Name: Richard I. Jaffee By:/s/ Gregory T. Hoogkamp By:/s/ Dan H. Jester -------------------------------- -------------------------------- Name: Gregory T. Hoogkamp Name: Dan H. Jester By:/s/ Robert D. Hormats By:/s/ Daniel J. Jick -------------------------------- -------------------------------- Name: Robert D. Hormats Name: Daniel J. Jick By:/s/ Robert G. Hottensen, Jr. By:/s/ Robert H. Jolliffe -------------------------------- -------------------------------- Name: Robert G. Hottensen, Jr. Name: Robert H. Jolliffe By:/s/ James A. Hudis By:/s/ Robert C. Jones -------------------------------- -------------------------------- Name: James A. Hudis Name: Robert C. Jones By:/s/ Terry P. Hughes By:/s/ Reginald L. Jones III -------------------------------- -------------------------------- Name: Terry P. Hughes Name: Reginald L. Jones III By:/s/ Bimaljit S. Hundal By:/s/ Andrew J. Kaiser -------------------------------- -------------------------------- Name: Bimaljit S. Hundal Name: Andrew J. Kaiser Signature Page 2 to Shareholders' Agreement By:/s/ Donald G. Kane II By:/s/ Kevin M. Kelly -------------------------------- -------------------------------- Name: Donald G. Kane II Name: Kevin M. Kelly By:/s/ David A. Kaplan By:/s/ James T. Kiernan, Jr. -------------------------------- -------------------------------- Name: David A. Kaplan Name: James T. Kiernan, Jr. By:/s/ Jason S. Kaplan By:/s/ Sun Bae Kim -------------------------------- -------------------------------- Name: Jason S. Kaplan Name: Sun Bae Kim By:/s/ Carolyn F. Katz By:/s/ Colin E. King -------------------------------- -------------------------------- Name: Carolyn F. Katz Name: Colin E. King By:/s/ Sofia Katzap By:/s/ Robert C. King, Jr. -------------------------------- -------------------------------- Name: Sofia Katzap Name: Robert C. King, Jr. By:/s/ Haruo Kawamura By:/s/ Adrian P. Kingshott -------------------------------- -------------------------------- Name: Haruo Kawamura Name: Adrian P. Kingshott By:/s/ Tetsuya Kawano By:/s/ Ewan M. Kirk -------------------------------- -------------------------------- Name: Tetsuya Kawano Name: Ewan M. Kirk By:/s/ Sion P. Kearsey By:/s/ Michael K. Klingher -------------------------------- -------------------------------- Name: Sion P. Kearsey Name: Michael K. Klingher By:/s/ R. Mark Keating By:/s/ Craig A. Kloner -------------------------------- -------------------------------- Name: R. Mark Keating Name: Craig A. Kloner By:/s/ John L. Kelly By:/s/ Mark J. Kogan -------------------------------- -------------------------------- Name: John L. Kelly Name: Mark J. Kogan Signature Page 2 to Shareholders' Agreement By:/s/ David J. Kostin By:/s/ Hughes B. Lepic -------------------------------- -------------------------------- Name: David J. Kostin Name: Hughes B. Lepic By:/s/ Koji Kotaka By:/s/ Alan B. Levande -------------------------------- -------------------------------- Name: Koji Kotaka Name: Alan B. Levande By:/s/ Christoph M. Ladanyi By:/s/ Thomas B. Lewis, Jr. -------------------------------- -------------------------------- Name: Christoph M. Ladanyi Name: Thomas B. Lewis, Jr. By:/s/ Pierre F. Lapeyre Jr. By:/s/ Mark E. Leydecker -------------------------------- -------------------------------- Name: Pierre F. Lapeyre Jr. Name: Mark E. Leydecker By:/s/ Bruce M. Larson By:/s/ Aaron D. Liberman -------------------------------- -------------------------------- Name: Bruce M. Larson Name: Aaron D. Liberman By:/s/ Susan R. Leadem By:/s/ Gwen R. Libstag -------------------------------- -------------------------------- Name: Susan R. Leadem Name: Gwen R. Libstag By:/s/ Andrew D. Learoyd By:/s/ Stephen C. Lichtenauer -------------------------------- -------------------------------- Name: Andrew D. Learoyd Name: Stephen C. Lichtenauer By:/s/ Donald C. Lee By:/s/ Roger A. Liddell -------------------------------- -------------------------------- Name: Donald C. Lee Name: Roger A. Liddell By:/s/ Kenneth H. M. Leet By:/s/ Richard J. Lieb -------------------------------- -------------------------------- Name: Kenneth H. M. Leet Name: Richard J. Lieb By:/s/ Paolo C. Leme By:/s/ Mitchell J. Lieberman -------------------------------- -------------------------------- Name: Paolo C. Leme Name: Mitchell J. Lieberman Signature Page 2 to Shareholders' Agreement By:/s/ Josephine Linden By:/s/ Sean O. Mahoney -------------------------------- -------------------------------- Name: Josephine Linden Name: Sean O. Mahoney By:/s/ Ernest S. Liu By:/s/ Jun Makihara -------------------------------- -------------------------------- Name: Ernest S. Liu Name: Jun Makihara By:/s/ David J. Lockwood By:/s/ Russell E. Makowsky -------------------------------- -------------------------------- Name: David J. Lockwood Name: Russell E. Makowsky By:/s/ Francisco Lopez-Balboa By:/s/ Charles G. R. Manby -------------------------------- -------------------------------- Name: Francisco Lopez-Balboa Name: Charles G. R. Manby By:/s/ Victor M. Lopez-Balboa By:/s/ Barry A. Mannis -------------------------------- -------------------------------- Name: Victor M. Lopez-Balboa Name: Barry A. Mannis By:/s/ Antigone Loudiadis By:/s/ Richard J. Markowitz -------------------------------- -------------------------------- Name: Antigone Loudiadis Name: Richard J. Markowitz By:/s/ C. Richard Lucy By:/s/ Robert J. Markwick -------------------------------- -------------------------------- Name: C. Richard Lucy Name: Robert J. Markwick By:/s/ Michael C. Luethke By:/s/ Jacques Martin -------------------------------- -------------------------------- Name: Michael C. Luethke Name: Jacques Martin By:/s/ Shogo Maeda By:/s/ John J. Masterson -------------------------------- -------------------------------- Name: Shogo Maeda Name: John J. Masterson By:/s/ John A. Mahoney By:/s/ Kathy M. Matsui -------------------------------- -------------------------------- Name: John A. Mahoney Name: Kathy M. Matsui Signature Page 2 to Shareholders' Agreement By:/s/ Tadanori Matsumura By:/s/ Audrey A. McNiff -------------------------------- -------------------------------- Name: Tadanori Matsumura Name: Audrey A. McNiff By:/s/ Heinz Thomas Mayer By:/s/ Anne Welsh McNulty -------------------------------- -------------------------------- Name: Heinz Thomas Mayer Name: Anne Welsh McNulty By:/s/ Richard X. McArdle By:/s/ David M. Meerschwam -------------------------------- -------------------------------- Name: Richard X. McArdle Name: David M. Meerschwam By:/s/ Theresa E. McCabe By:/s/ Richard W. Meister -------------------------------- -------------------------------- Name: Theresa E. McCabe Name: Richard W. Meister By:/s/ Joseph M. McConnell By:/s/ Amos Meron -------------------------------- -------------------------------- Name: Joseph M. McConnell Name: Amos Meron By:/s/ Mark E. McGoldrick By:/s/ Kenneth A. Miller -------------------------------- -------------------------------- Name: Mark E. McGoldrick Name: Kenneth A. Miller By:/s/ Stephen J. McGuinness By:/s/ Therese L. Miller -------------------------------- -------------------------------- Name: Stephen J. McGuinness Name: Therese L. Miller By:/s/ John C. McIntire By:/s/ James E. Milligan -------------------------------- -------------------------------- Name: John C. McIntire Name: James E. Milligan By:/s/ John W. McMahon By:/s/ Peter A. Mindnich -------------------------------- -------------------------------- Name: John W. McMahon Name: Peter A. Mindnich By:/s/ Geraldine F. McManus By:/s/ Edward S. Misrahi -------------------------------- -------------------------------- Name: Geraldine F. McManus Name: Edward S. Misrahi Signature Page 2 to Shareholders' Agreement By:/s/ Kurt C. Mobley By:/s/ Kiyotaka Nakamura -------------------------------- -------------------------------- Name: Kurt C. Mobley Name: Kiyotaka Nakamura By:/s/ Yukihiro Moroe By:/s/ Trevor Nash -------------------------------- -------------------------------- Name: Yukihiro Moroe Name: Trevor Nash By:/s/ Matthias R. Mosler By:/s/ Warwick M. Negus -------------------------------- -------------------------------- Name: Matthias R. Mosler Name: Warwick M. Negus By:/s/ Jeffrey M. Moslow By:/s/ Duncan L. Niederauer -------------------------------- -------------------------------- Name: Jeffrey M. Moslow Name: Duncan L. Niederauer By:/s/ Ian Mukherjee By:/s/ Christopher K. Norton -------------------------------- -------------------------------- Name: Ian Mukherjee Name: Christopher K. Norton By:/s/ Donald J. Mulvihill By:/s/ Jay S. Nydick -------------------------------- -------------------------------- Name: Donald J. Mulvihill Name: Jay S. Nydick By:/s/ Patrick E. Mulvihill By:/s/ Jinsuk T. Oh -------------------------------- -------------------------------- Name: Patrick E. Mulvihill Name: Jinsuk T. Oh By:/s/ Richard A. Murley By:/s/ John C. O'Hara -------------------------------- -------------------------------- Name: Richard A. Murley Name: John C. O'Hara By:/s/ Gaetano J. Muzio By:/s/ Richard T. Ong -------------------------------- -------------------------------- Name: Gaetano J. Muzio Name: Richard T. Ong By:/s/ Michiya Nagai By:/s/ Ronald M. Ongaro -------------------------------- -------------------------------- Name: Michiya Nagai Name: Ronald M. Ongaro Signature Page 2 to Shareholders' Agreement By:/s/ Daniel B. O'Rourke By:/s/ Dioscoro-Roy I. Ramos -------------------------------- -------------------------------- Name: Daniel B. O'Rourke Name: Dioscoro-Roy I. Ramos By:/s/ Robert N. Packer By:/s/ Charlotte P. Ransom -------------------------------- -------------------------------- Name: Robert N. Packer Name: Charlotte P. Ransom By:/s/ Mukesh K. Parekh By:/s/ Joseph Ravitch -------------------------------- -------------------------------- Name: Mukesh K. Parekh Name: Joseph Ravitch By:/s/ Melissa B. Patrusky By:/s/ Anthony John Reizenstein -------------------------------- -------------------------------- Name: Melissa B. Patrusky Name: Anthony John Reizenstein By:/s/ Alberto M. Piedra, Jr. By:/s/ John F. W. Rogers -------------------------------- -------------------------------- Name: Alberto M. Piedra, Jr. Name: John F. W. Rogers By:/s/ Stephen R. Pierce By:/s/ Pamela P. Root -------------------------------- -------------------------------- Name: Stephen R. Pierce Name: Pamela P. Root By:/s/ Philip J. Pifer By:/s/ Jacob D. Rosengarten -------------------------------- -------------------------------- Name: Philip J. Pifer Name: Jacob D. Rosengarten By:/s/ Andrea Ponti By:/s/ Paul M. Russo -------------------------------- -------------------------------- Name: Andrea Ponti Name: Paul M. Russo By:/s/ Michael J. Poulter By:/s/ J. Michael Sanders -------------------------------- -------------------------------- Name: Michael J. Poulter Name: J. Michael Sanders By:/s/ John J. Rafter By:/s/ Allen Sangines-Krause -------------------------------- -------------------------------- Name: John J. Rafter Name: Allen Sangines-Krause Signature Page 2 to Shareholders' Agreement By:/s/ P. Sheridan Schechner By:/s/ Allen W. Sinsheimer -------------------------------- -------------------------------- Name: P. Sheridan Schechner Name: Allen W. Sinsheimer By:/s/ Gary B. Schermerhorn By:/s/ Edward M. Siskind -------------------------------- -------------------------------- Name: Gary B. Schermerhorn Name: Edward M. Siskind By:/s/ Mitchell I. Scherzer By:/s/ Mark F. Slaughter -------------------------------- -------------------------------- Name: Mitchell I. Scherzer Name: Mark F. Slaughter By:/s/ Steven M. Scopellite By:/s/ Michael M. Smith -------------------------------- -------------------------------- Name: Steven M. Scopellite Name: Michael M. Smith By:/s/ David J. Scudellari By:/s/ Sarah E. Smith -------------------------------- -------------------------------- Name: David J. Scudellari Name: Sarah E. Smith By:/s/ John P. Shaughnessy By:/s/ Randolph C. Snook -------------------------------- -------------------------------- Name: John P. Shaughnessy Name: Randolph C. Snook By:/s/ Robert J. Shea, Jr. By:/s/ Judah C. Sommer -------------------------------- -------------------------------- Name: Robert J. Shea, Jr. Name: Judah C. Sommer By:/s/ Richard P. Simon By:/s/ Theodore T. Sotir -------------------------------- -------------------------------- Name: Richard P. Simon Name: Theodore T. Sotir By:/s/ Victor R. Simone, Jr. By:/s/ Robert S. Stellato -------------------------------- -------------------------------- Name: Victor R. Simone, Jr. Name: Robert S. Stellato By:/s/ Ravi Sinha By:/s/ Raymond S. Stolz -------------------------------- -------------------------------- Name: Ravi Sinha Name: Raymond S. Stolz Signature Page 2 to Shareholders' Agreement By:/s/ Steven H. Strongin By:/s/ Michael A. Troy -------------------------------- -------------------------------- Name: Steven H. Strongin Name: Michael A. Troy By:/s/ Andrew J. Stuart By:/s/ Barry S. Turkanis -------------------------------- -------------------------------- Name: Andrew J. Stuart Name: Barry S. Turkanis By:/s/ Patrick Sullivan By:/s/ Harkanwar Uberoi -------------------------------- -------------------------------- Name: Patrick Sullivan Name: Harkanwar Uberoi By:/s/ George M. Suspanic By:/s/ Kaysie P. Uniacke -------------------------------- -------------------------------- Name: George M. Suspanic Name: Kaysie P. Uniacke By:/s/ Gary A. Syman By:/s/ Hugo H. Van Vredenburch -------------------------------- -------------------------------- Name: Gary A. Syman Name: Hugo H. Van Vredenburch By:/s/ John H. Taylor By:/s/ John J. Vaske -------------------------------- -------------------------------- Name: John H. Taylor Name: John J. Vaske By:/s/ Robert E. Taylor By:/s/ Oksana Vayner-Ryklin -------------------------------- -------------------------------- Name: Robert E. Taylor Name: Oksana Vayner-Ryklin By:/s/ Greg W. Tebbe By:/s/ Nicholas J. Walsh -------------------------------- -------------------------------- Name: Greg W. Tebbe Name: Nicholas J. Walsh By:/s/ Daisuke Toki By:/s/ David R. Walton -------------------------------- -------------------------------- Name: Daisuke Toki Name: David R. Walton By:/s/ Mark J. Tracey By:/s/ Hsueh-Ming Wang -------------------------------- -------------------------------- Name: Mark J. Tracey Name: Hsueh-Ming Wang Signature Page 2 to Shareholders' Agreement By:/s/ Haruko Watanuki By:/s/ Zi Wang Xu -------------------------------- -------------------------------- Name: Haruko Watanuki Name: Zi Wang Xu By:/s/ Edward F. Watts Jr. By:/s/ Tetsufumi Yamakawa -------------------------------- -------------------------------- Name: Edward F. Watts Jr. Name: Tetsufumi Yamakawa By:/s/ David M. Weil By:/s/ Jaime E. Yordan -------------------------------- -------------------------------- Name: David M. Weil Name: Jaime E. Yordan By:/s/ Mark S. Weiss By:/s/ W. Thomas York Jr. -------------------------------- -------------------------------- Name: Mark S. Weiss Name: W. Thomas York Jr. By:/s/ Bradley W. Wendt By:/s/ Paolo Zannoni -------------------------------- -------------------------------- Name: Bradley W. Wendt Name: Paolo Zannoni By:/s/ Peter S. Wheeler By:/s/ Joan H. Zief -------------------------------- -------------------------------- Name: Peter S. Wheeler Name: Joan H. Zief By:/s/ Barbara A. White By:/s/ James P. Ziperski -------------------------------- -------------------------------- Name: Barbara A. White Name: James P. Ziperski By:/s/ A. Carver Wickman -------------------------------- Name: A. Carver Wickman By:/s/ Susan A. Willetts -------------------------------- Name: Susan A. Willetts By:/s/ Todd A. Williams -------------------------------- Name: Todd A. Williams Dated: May 7, 1999 APPENDIX A PARTIES TO THE SHAREHOLDERS' AGREEMENT NAME Bradley I. Abelow Peter C. Aberg Paul M. Achleitner Jonathan R. Aisbitt Elliot M. Alchek Andrew M. Alper Philippe J. Altuzarra Kazutaka P. Arai David M. Atkinson Mitchel J. August Armen A. Avanessians John S. Barakat Barbara J. Basser-Bigio David M. Baum Robert A. Beckwitt Jonathan A. Beinner Ron E. Beller Tarek M. Ben Halim Jaime I. Bergel Todd L. Bergman Milton R. Berlinski Andrew S. Berman Frances R. Bermanzohn Jeffrey J. Bernstein Robert A. Berry Jean-Luc Biamonti James J. Birch Lloyd C. Blankfein David W. Blood David R. Boles David A. Bolotsky Charles W.A. Bott Charles C. Bradford III Benjamin S. Bram Thomas C. Brasco Peter L. Briger Jr. APPENDIX A (CONT.) Craig W. Broderick Richard J. Bronks Charles K. Brown Vern J. Brownell Peter D. Brundage Lawrence R. Buchalter Steven M. Bunson Timothy B. Bunting Calvert C. Burkhart Michael S. Burton George H. Butcher III Lawrence V. Calcano John D. Campbell Richard M. Campbell-Breeden Anthony H. Carpet Michael J.Carr Christopher J. Carrera Virginia E. Carter Calvin R. Carver, Jr. Mary Ann Casati Chris Casciato Douglas W. Caterfino Michael J. Certo Varkki P. Chacko David K. Chang Thomas P. Chang Sacha A. Chiaramonte Andrew A. Chisholm Robert J. Christie Peter T. Cirenza Kent A. Clark Zachariah Cobrinik Abby Joseph Cohen Gary D. Cohn Christopher A. Cole Timothy J. Cole Laura C. Conigliaro Frank T. Connor Donna L. Conti Edith W. Cooper Philip A. Cooper John W. Copeland Carlos A. Cordeiro APPENDIX A (CONT.) Henry Cornell E. Gerald Corrigan Jon S. Corzine Claudio Costamagna Frank L. Coulson, Jr. Randolph L. Cowen Neil D. Crowder John W. Curtis Stephen C. Daffron John S. Daly Philip M. Darivoff Matthew S. Darnall Timothy D. Dattels Gavyn Davies David A. Dechman Paul C. Deighton Juan A. Del Rivero Robert V. Delaney Joseph Della Rosa Emanuel Derman Andrew C. Devenport Stephen D. Dias Alexander C. Dibelius Simon P. Dingemans Sandra D'Italia Paula A. Dominick Noel B. Donohoe Jana Hale Doty Robert G. Doumar, Jr. John O. Downing Michael B. Dubno Connie K. Duckworth William C. Dudley Matthieu B. Duncan C. Steven Duncker Karlo J. Duvnjak Jay S. Dweck Gordon E. Dyal Isabelle Ealet Glenn P. Earle Paul S. Efron Herbert E. Ehlers Alexander S. Ehrlich APPENDIX A (CONT.) John E. Eisenberg Glenn D. Engel Michael P. Esposito George C. Estey Mark D. Ettenger J. Michael Evans W. Mark Evans Charles P. Eve Paul D. Farrell Elizabeth C. Fascitelli Pieter Maarten Feenstra Steven M. Feldman Laurie R. Ferber Robert P. Fisher, Jr. Lawton W. Fitt Stephen C. Fitzgerald David N. Fleischer Jeffrey S. Flug David B. Ford Eric O. Fornell Edward C. Forst Oliver L. Frankel Matthew T. Fremont-Smith Christopher G. French Richard A. Friedman C. Douglas Fuge Joseph D. Gatto Emmanuel Gavaudan Eduardo B. Gentil Peter C. Gerhard Nomi P. Ghez H. John Gilbertson, Jr. Alan R. Gillespie Joseph H. Gleberman Richard J. Gnodde Jeffrey B. Goldenberg Jacob D. Goldfield Amy O. Goodfriend Jay S. Goodgold Andrew M. Gordon Robert D. Gottlieb Geoffrey T. Grant William M. Grathwohl APPENDIX A (CONT.) David J. Greenwald Louis S. Greig Christopher Grigg Douglas C. Grip Eric P. Grubman Celeste A. Guth Joseph D. Gutman Erol Hakanoglu Roger C. Harper Charles T. Harris III Robert S. Harrison Shelley A. Hartman Nobumichi Hattori Stephen J. Hay Walter H. Haydock Isabelle Hayen Thomas J. Healey John P. Heanue Robert C. Heathcote Sylvain M. Hefes David B. Heller Steven M. Heller R. Douglas Henderson David L. Henle Mary C. Henry Robert E. Higgins M. Roch Hillenbrand Maykin Ho Timothy E. Hodgson Jacquelyn M. Hoffman-Zehner Christopher G. Hogg Gregory T. Hoogkamp Robert D. Hormats Robert G. Hottensen, Jr. James A. Hudis Terry P. Hughes Bimaljit S. Hundal Robert J. Hurst Francis J. Ingrassia Timothy J. Ingrassia Masahiro Iwano William L. Jacob III Mark M. Jacobs APPENDIX A (CONT.) Richard I. Jaffee Reuben Jeffery III Stefan J. Jentzsch Dan H. Jester Daniel J. Jick Robert H. Jolliffe Robert C. Jones Reginald L. Jones III Chansoo Joung Andrew J. Kaiser Donald G. Kane II Ann F. Kaplan Barry A. Kaplan David A. Kaplan Jason S. Kaplan Robert S. Kaplan Scott B. Kapnick Erland S. Karlsson Carolyn F. Katz Robert J. Katz Sofia Katzap Haruo Kawamura Tetsuya Kawano Sion P. Kearsey R. Mark Keating John L. Kelly Kevin W. Kennedy Peter D. Kiernan III James T. Kiernan, Jr. Sun Bae Kim Douglas W. Kimmelman Colin E. King Robert C. King, Jr. Adrian P. Kingshott Ewan M. Kirk Michael K. Klingher Craig A. Kloner Bradford C. Koenig Mark J. Kogan Jonathan L. Kolatch David J. Kostin Koji Kotaka Peter S. Kraus APPENDIX A (CONT.) Christoph M. Ladanyi David G. Lambert Pierre F. Lapeyre Jr. Bruce M. Larson Thomas D. Lasersohn Anthony D. Lauto Susan R. Leadem Andrew D. Learoyd Donald C. Lee Kenneth H. M. Leet Paulo C. Leme Hughes B. Lepic Alan B. Levande Thomas B. Lewis, Jr. Mark E. Leydecker Matthew G. L'Heureux Aaron D. Liberman Gwen R. Libstag Stephen C. Lichtenauer Roger A. Liddell Richard J. Lieb Mitchell J. Lieberman Josephine Linden Lawrence H. Linden Robert Litterman Robert H. Litzenberger Ernest S. Liu David J. Lockwood Jonathan M. Lopatin Francisco Lopez-Balboa Victor M. Lopez-Balboa Antigone Loudiadis C. Richard Lucy Michael C. Luethke Michael R. Lynch Shogo Maeda John A. Mahoney Sean O. Mahoney Jun Makihara Russell E. Makowsky Peter G.C. Mallinson Charles G. R. Manby Barry A. Mannis APPENDIX A (CONT.) Richard J. Markowitz Ronald G. Marks Robert J. Markwick Eff W. Martin Jacques Martin John J. Masterson David J. Mastrocola Kathy M. Matsui Tadanori Matsumura Heinz Thomas Mayer Richard X. McArdle Theresa E. McCabe Joseph M. McConnell Mark E. McGoldrick Stephen J. McGuinness John C. McIntire John W. McMahon Geraldine F. McManus Audrey A. McNiff Anne Welsh McNulty John P. McNulty E. Scott Mead David M. Meerschwam Sanjeev K. Mehra Richard W. Meister Amos Meron T. Willem Mesdag Kenneth A. Miller Therese L. Miller James E. Milligan Eric M. Mindich Peter A. Mindnich Edward S. Misrahi Steven T. Mnuchin Kurt C. Mobley Masanori Mochida Karsten N. Moller Thomas K. Montag Wayne L. Moore Yukihiro Moroe Robert B. Morris III Michael P. Mortara Matthias R. Mosler APPENDIX A (CONT.) Jeffrey M. Moslow Sharmin Mossavar-Rahmani Ian Mukherjee Edward A. Mule Donald J. Mulvihill Patrick E. Mulvihill Richard A. Murley Philip D. Murphy Thomas S. Murphy, Jr. Gaetano J. Muzio Michiya Nagai Kiyotaka Nakamura Avi M. Nash Trevor Nash Warwick M. Negus Daniel M. Neidich Kipp M. Nelson Robin Neustein Duncan L. Niederauer Suzanne M. Nora Johnson Christopher K. Norton Michael E. Novogratz Jay S. Nydick Alok Oberoi Jinsuk T. Oh John C. O'Hara Terence J. O'Neill Timothy J. O'Neill Richard T. Ong Ronald M. Ongaro Donald C. Opatrny, Jr. Daniel B. O'Rourke Robert J. O'Shea Greg M. Ostroff Terence M. O'Toole Robert J. Pace Robert N. Packer Gregory K. Palm Mukesh K. Parekh Melissa B. Patrusky Henry M. Paulson, Jr. Alberto M. Piedra Jr. Stephen R. Pierce APPENDIX A (CONT.) Philip J. Pifer Scott M. Pinkus Timothy C. Plaut Andrea Ponti Wiet H. Pot Michael J. Poulter John J. Powers Michael A. Price Scott S. Prince Stephen D. Quinn John J. Rafter Dioscoro-Roy I. Ramos Charlotte P. Ransom Michael G. Rantz Joseph Ravitch Girish V. Reddy Arthur J. Reimers Anthony John Reizenstein James P. Riley, Jr. Simon M. Robertson J. David Rogers John F.W. Rogers Emmanuel Roman Pamela P. Root Ralph F. Rosenberg Jacob D. Rosengarten Stuart M. Rothenberg Michael S. Rubinoff Paul M. Russo Richard M. Ruzika John C. Ryan Michael D. Ryan J. Michael Sanders Allen Sangines-Krause Richard A. Sapp Joseph Sassoon Tsutomu Sato Muneer A. Satter Jonathan S. Savitz Peter Savitz P. Sheridan Schechner Gary B. Schermerhorn Mitchell I. Scherzer APPENDIX A (CONT.) Howard B. Schiller Antoine Schwartz Eric S. Schwartz Mark Schwartz Steven M. Scopellite David J. Scudellari Charles B. Seelig, Jr. Steven M. Shafran Richard S. Sharp John P. Shaughnessy Robert J. Shea, Jr. James M. Sheridan Richard G. Sherlund Michael S. Sherwood Howard A. Silverstein Richard P. Simon Victor R. Simone, Jr. Dinakar Singh Ravi Sinha Allen W. Sinsheimer Edward M. Siskind Christian J. Siva-Jothy Mark F. Slaughter Cody J Smith Michael M. Smith Sarah E. Smith Randolph C. Snook Jonathan S. Sobel Judah C. Sommer Theodore T. Sotir Marc A. Spilker Daniel W. Stanton Esta E. Stecher Fredric E. Steck Robert K. Steel Robert S. Stellato Raymond S. Stolz Steven H. Strongin Andrew J. Stuart Patrick Sullivan Hsueh J. Sung George M. Suspanic Peter D. Sutherland APPENDIX A (CONT.) Gene T. Sykes Gary A. Syman John H. Taylor Robert E. Taylor Greg W. Tebbe Mark R. Tercek Donald F. Textor John A. Thain John L. Thornton Daisuke Toki John R. Tormondsen Leslie C. Tortora John L. Townsend, III Mark J. Tracey Byron D. Trott Michael A. Troy Robert B. Tudor III Thomas E. Tuft Barry S. Turkanis Malcolm B. Turnbull Harkanwar Uberoi Kaysie P. Uniacke John E. Urban Hugo H. Van Vredenburch Lee G. Vance John J. Vaske Oksana Vayner-Ryklin David A. Viniar Barry S. Volpert George H. Walker Thomas B. Walker III Nicholas J. Walsh David R. Walton Hsueh-Ming Wang Patrick J. Ward Haruko Watanuki Edward F. Watts Jr. David M. Weil John S. Weinberg Peter A. Weinberg Mark S. Weiss George W. Wellde, Jr. Bradley W. Wendt APPENDIX A (CONT.) Peter S. Wheeler Barbara A. White A. Carver Wickman Susan A. Willetts Anthony G. Williams Gary W. Williams Todd A. Williams Kendrick R. Wilson III Jon Winkelried Steven J. Wisch Richard E. Witten Tracy R. Wolstencroft Zi Wang Xu Tetsufumi Yamakawa Yasuyo Yamazaki Danny O. Yee Jaime E. Yordan W. Thomas York Jr. Michael J. Zamkow Paolo Zannoni Yoel Zaoui Gregory H. Zehner Jide J. Zeitlin Joan H. Zief Joseph R. Zimmel James P. Ziperski Barry L. Zubrow Mark A. Zurack EX-99.B 3 VOTING AGREEMENT, DATED AS OF APRIL 30, 1999 Exhibit B VOTING AGREEMENT Voting Agreement, dated as of April 30, 1999 (the "Voting Agreement"), by and among The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), on the one hand, and The Trustees of the Estate of Bernice Pauahi Bishop, a private educational charitable trust organized under the laws of the State of Hawaii (the "Bishop Estate") and Kamehameha Activities Association, a Hawaii non-profit corporation ("Knight"), on the other hand. WHEREAS, pursuant to the Subscription Agreement, dated as of April 24, 1992 (the "1992 Subscription Agreement"), among the Bishop Estate, Pauahi Holdings Corporation, a Hawaii corporation ("Knight's Parent"), and Royal Hawaiian Shopping Center, Inc., a Hawaii corporation ("RHSC"), on the one hand, and The Goldman Sachs Group, L.P., a limited partnership organized under the laws of Delaware (the "Partnership"), on the other, the Bishop Estate, Knight's Parent and RHSC each delivered to the Partnership its irrevocable proxy, dated April 24, 1992, in the form of Annexes 4(a) and 4(b) to the 1992 Subscription Agreement (the "1992 Proxies"); WHEREAS, pursuant to the Subscription Agreement, dated as of November 21, 1994 (the "1994 Subscription Agreement" and, collectively with the 1992 Subscription Agreement, as amended by the letter agreement, dated March 15, 1999 of which this Voting Agreement is Annex B, the "Subscription Agreements"), among the Bishop Estate, Knight's Parent and RHSC, on the one hand, and the Partnership, on the other, the Bishop Estate, Knight's Parent and RHSC each delivered to the Partnership its irrevocable proxy, dated November 21, 1994, in the form of Annexes 4(a) and 4(b) to the 1994 Subscription Agreement (the "1994 Proxies" and, collectively with the 1992 Proxies, the "Proxies"); WHEREAS, on July 15, 1998, RHSC was merged with and into Knight's Parent and Knight's Parent assumed all of the rights and obligations of RHSC, including RHSC's obligations under the Subscription Agreements, the Proxies and the Memorandum of Agreement (defined below); WHEREAS, on July 15, 1998, through a series of transfers and mergers, Knight's Parent was merged with and into its successor and Knight, pursuant to the Assumption Agreement, dated as of July 15, 1998, between Knight and RHSC for the benefit of the Partnership, Knight assumed all of the rights and obligations of RHSC and Knight's Parent under the Subscription Agreements, the Proxies and the Memorandum of Agreement and agreed to be bound thereby; WHEREAS, pursuant to a Plan of Incorporation adopted pursuant to Article I, Section 14 of the Partnership's Amended and Restated Memorandum of Agreement, dated as of November 28, 1998 (the "Memorandum of Agreement"), GS Inc. will succeed to the business of the Partnership and, in connection therewith and pursuant to the terms of the Knight Partnership Provisions of (and as defined in) the Memorandum of Agreement and the Subscription Agreements, GS Inc. will issue securities to Knight; WHEREAS, the Securities are subject to the Proxies and GS Inc. is willing to terminate the Proxies in consideration of the agreements and undertakings of the Bishop Estate and Knight contained herein; GS Inc., the Bishop Estate and Knight hereby agree as follows: 1. The Partnership and GS Inc., as successor to the Partnership, issuer of the securities and beneficiary of the Proxies, release each of the Bishop Estate and Knight from its Proxy. 2. Each of the Bishop Estate and Knight agree, during the period of limited duration specified below, to vote any and all securities of GS Inc. or of any subsidiary of GS Inc. which have any voting rights, general or special (herein collectively referred to as "Securities"), and which the Bishop Estate or Knight may from time to time hold of record or beneficially own, and agree to cause any direct or indirect subsidiary of the Bishop Estate to vote any securities of GS Inc. or any subsidiary thereof that may be acquired by such subsidiary of the Bishop Estate, at any meeting of stockholders of GS Inc. or any such subsidiary (as the case may be), and to provide written consent on behalf of the Bishop Estate, Knight or any such subsidiary as to any matter as to which written consent is sought from the owners of any Securities, in each case (x) with respect to Securities of GS Inc., in the same manner as the majority of the shares of common stock held by the managing directors of GS Inc. shall be voted or consented in the vote of the stockholders of GS Inc. and (y) in the case of Securities of a subsidiary of GS Inc., in the same manner as the shares of common stock held by the immediate parent of such subsidiary shall be voted or consented. Notwithstanding the foregoing, however, this agreement shall not extend to the approval of any change or modification in (i) the Registration Rights Agreement, the Subscription Agreements or this Agreement or (ii) the material terms of any Securities -2- held by the Bishop Estate or Knight. For purposes of this Voting Agreement, the exchange, conversion or other transfer of Securities or any other securities by or on behalf of the Bishop Estate, Knight or any direct or indirect subsidiary of the Bishop Estate or Knight for other securities of GS Inc. (or any successor or assign thereof) pursuant to and in accordance with the Subscription Agreements and/or the Knight Partnership Provisions shall not be considered a change in the material terms of Securities held by the Bishop Estate or Knight. 3. For purposes of this Voting Agreement, "Securities" includes, without limitation, any securities which have voting rights, general or special of GS Inc. or any subsidiary thereof issued to Knight pursuant to the Subscription Agreements or the "Knight Partnership Provisions" referred to in the Subscription Agreements. The provisions of this Agreement shall apply to Securities of any successor or assign of GS Inc. (except an acquirer of the business of GS Inc. as referred to in Section 6(c) of the Knight Partnership Provisions) on the terms set forth therein. 4. This Voting Agreement shall terminate on the date of the final disposition by the Bishop Estate and Knight of any and all Securities referred to in Section 13(c) of the Subscription Agreements or the cancellation thereof. 5. To the extent (if any) the Bishop Estate and Knight would retain under law, regardless of the agreements in paragraph 2 hereof, any residual rights inconsistent with paragraph 2 hereof, each of the Bishop Estate and Knight, in consideration of the release by the Partnership and GS Inc. of each of the Bishop Estate and Knight from its Proxy, and as agreed with (and relied on by) the Partnership and GS Inc., hereby specifically and expressly (i) waives such rights, (ii) agrees never to exercise such rights and (iii) agrees never to claim, as a complaint or a defense, or otherwise assert that this Voting Agreement is not valid or enforceable. 6. The invalidity or unenforceability of any provisions of this Voting Agreement shall not affect the validity or enforceability of any other provision. To the extent (if any) any provision hereof is deemed invalid or unenforceable by its scope but may be made valid or enforceable by limitations thereon, the undersigned intend that this Voting Agreement shall be valid and enforceable to the fullest extent permitted by law. -3- 7. (a) THIS VOTING AGREEMENT SHALL BE GOVERNED BY AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. (b) Any dispute, controversy or claim arising out of or relating to provisions of this Voting Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law ("UNCITRAL") in effect on the date of this Agreement. The number of arbitrators shall be three and the Administering Authority shall be the American Arbitration Association. The tribunal shall adopt rules of procedure supplementary to the rules of UNCITRAL as it deems equitable under the circumstances. All direct costs of an arbitration proceeding under this Section, including fees and expenses of arbitration, shall be borne by the party incurring them. The place of arbitration shall be The City of New York. The arbitration shall be conducted in the English language. An award rendered by all or a majority of the arbitrators shall be final and binding, and judgment may be entered upon it in any court having jurisdiction. In no event shall this subsection be construed as conferring upon any court authority or jurisdiction to inquire into or review such award on its merits. The parties agree to exclude any right of application or appeal to the Federal, New York State and any other courts in connection with any question of law or fact arising in the course of the arbitration or with respect to any award made. 8. All notices and other communications hereunder shall be in writing and shall be mailed by first class mail, postage prepaid, addressed (a) if to the Bishop Estate or Knight, at Kamehameha Activities Association, 567 South King Street, Suite 150, Honolulu, Hawaii 96813, Attention: President, or at such other address as Knight shall furnish to GS Inc. in writing, or (b) if to the Partnership or GS Inc., at 85 Broad Street, New York, New York 10004, Attention: General Counsel, or at such other address as GS Inc. shall furnish to the Bishop Estate or Knight in writing. 9. This Voting Agreement will be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that this Voting Agreement shall not be binding upon a transferee of Securities that is not affiliated with the Bishop Estate or Knight who acquired such Securities in a disposition which is permitted under the Subscription Agreements. This Voting Agreement -4- may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. -5- IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date above written. THE TRUSTEES OF THE ESTATE OF BERNICE PAUAHI BISHOP By: /s/ Richard Sung Hong Wong ---------------------------------------- Richard Sung Hong Wong By: /s/ Oswald Kofoad Stender ---------------------------------------- Oswald Kofoad Stender By: /s/ Henry Haalilio Peters ---------------------------------------- Henry Haalilio Peters KAMEHAMEHA ACTIVITIES ASSOCIATION By: /s/ Wallace G.K. Chin ---------------------------------------- Wallace G.K. Chin THE GOLDMAN SACHS GROUP, INC. By: /s/ Robert J. Katz ---------------------------------------- Robert J. Katz Executive Vice President -6- EX-99.C 4 VOTING AGREEMENT, DATED AS OF APRIL 30, 1999 Exhibit C VOTING AGREEMENT Voting Agreement, dated as of April 30, 1999 (the "Voting Agreement"), by and among The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), on the one hand, and The Sumitomo Bank, Limited, a corporation organized under the laws of Japan ("Sumitomo"), and Sumitomo Bank Capital Markets, Inc., a Delaware corporation and a wholly-owned subsidiary of Sumitomo ("SBCM"), on the other hand. WHEREAS, pursuant to the Amended and Restated Subscription Agreement, dated as of March 28, 1989 (as amended by the letter agreement, dated March 15, 1999 of which this Voting Agreement is Annex C, the "Subscription Agreement"), among Sumitomo and SBCM, on the one hand, and Goldman, Sachs & Co., a New York limited partnership ("GSNY"), and The Goldman Sachs Group, L.P., a Delaware limited partnership (the "Partnership"), on the other, Sumitomo and SBCM each delivered to the Partnership its irrevocable proxy, dated March 28, 1989, in the form of Annexes 5(a) and 5(b) to the Subscription Agreement (the "Proxies"); WHEREAS, pursuant to a Plan of Incorporation adopted pursuant to Article I, Section 14 of the Amended and Restated Memorandum of Agreement, dated as of November 28, 1998 (the "Memorandum of Agreement") of the Partnership, GS Inc. will succeed to the business of the Partnership and, in connection therewith and pursuant to the terms of the Bank Partnership Provisions of (and as defined in) the Memorandum of Agreement and the Subscription Agreement, GS Inc. will issue securities to SBCM; WHEREAS, the Securities are subject to the Proxies and GS Inc. is willing to terminate the Proxies in consideration of the agreements and undertakings of Sumitomo and SBCM contained herein; GS Inc., Sumitomo and SBCM hereby agree as follows: 1. The Partnership, GSNY and GS Inc., as successor to the Partnership, issuer of the securities and beneficiary of the Proxies, release each of Sumitomo and SBCM from its Proxy. 2. Each of Sumitomo and SBCM agree, during the period of limited duration specified below, to vote any and all securities of GS Inc. or of any subsidiary of GS Inc. which have any voting rights, general or special (herein collectively referred to as "Securities"), and which Sumitomo or SBCM may from time to time hold of record or beneficially own, and agree to cause any direct or indirect subsidiary of Sumitomo to vote any securities of GS Inc. or any subsidiary thereof that may be acquired by such subsidiary of Sumitomo, at any meeting of stockholders of GS Inc. or any such subsidiary (as the case may be), and to provide written consent on behalf of Sumitomo, SBCM or any such subsidiary as to any matter as to which written consent is sought from the owners of any Securities, in each case (x) with respect to Securities of GS Inc., in the same manner as the majority of the shares of common stock held by the managing directors of GS Inc. shall be voted or consented in the vote of the stockholders of GS Inc. and (y) in the case of Securities of a subsidiary of GS Inc., in the same manner as the shares of common stock held by the immediate parent of such subsidiary shall be voted or consented. Notwithstanding the foregoing, however, this agreement shall not extend to the approval of any change or modification in (i) the Registration Rights Agreement, the Subscription Agreement or this Agreement or (ii) the material terms of any Securities held by Sumitomo and SBCM. For purposes of this Voting Agreement, the exchange, conversion or other transfer of Securities or any other securities by or on behalf of Sumitomo, SBCM or any direct or indirect subsidiary of Sumitomo for other securities of GS Inc. (or any successor or assign thereof) pursuant to and in accordance with the Subscription Agreement and/or the Bank Partnership Provisions (including, but not limited to, pursuant to Schedules I, II and III to the Subscription Agreement or Section 5 of the Bank Partnership Provisions) shall not be considered a change in the material terms of Securities held by Sumitomo or SBCM. 3. For purposes of this Voting Agreement, "Securities" includes, without limitation, (i) the Public Preferred Stock defined in Schedule III to the Subscription Agreement and the Public Common Stock defined in Schedule II to the Subscription Agreement and (ii) any other securities (which have voting rights, general or special) of GS Inc. or any subsidiary thereof issued to SBCM pursuant to the Subscription Agreement or the "Bank Partnership Provisions" referred to in the Subscription Agreement. The provisions of this Agreement shall apply to Securities of any successor or assign of GS Inc. (except an acquirer of the business of GS Inc. as referred to in Section 6(c) of the Bank Partnership Provisions) on the terms set forth therein. -2- 4. This Voting Agreement shall terminate on the date of the final disposition by Sumitomo and SBCM of any and all Securities referred to in Section 13(b) of the Subscription Agreement or the cancellation thereof. 5. To the extent (if any) Sumitomo and SBCM would retain under law, regardless of the agreements in paragraph 2 hereof, any residual rights inconsistent with paragraph 2 hereof, each of Sumitomo and SBCM, in consideration of the release by the Partnership, GSNY and GS Inc. of each of Sumitomo and SBCM from its Proxy, and as agreed with (and relied on by) the Partnership, GSNY and GS Inc., hereby specifically and expressly (i) waives such rights, (ii) agrees never to exercise such rights and (iii) agrees never to claim, as a complaint or a defense, or otherwise assert that this Voting Agreement is not valid or enforceable. 6. The invalidity or unenforceability of any provisions of this Voting Agreement shall not affect the validity or enforceability of any other provision. To the extent (if any) any provision hereof is deemed invalid or unenforceable by its scope but may be made valid or enforceable by limitations thereon, the undersigned intend that this Voting Agreement shall be valid and enforceable to the fullest extent permitted by law. 7. (a) THIS VOTING AGREEMENT SHALL BE GOVERNED BY AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. (b) Any dispute, controversy or claim arising out of or relating to provisions of this Voting Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law ("UNCITRAL") in effect on the date of this Agreement. The number of arbitrators shall be three and the Administering Authority shall be the American Arbitration Association. The tribunal shall adopt rules of procedure supplementary to the rules of UNCITRAL as it deems equitable under the circumstances. All direct costs of an arbitration proceeding under this Section, including fees and expenses of arbitration, shall be borne by the party incurring them. The place of arbitration shall be The City of New York. The arbitration shall be conducted in the English language. An award rendered by all or a majority of the arbitrators shall be final and binding, and judgment may be entered upon it in any court having jurisdiction. In no event shall this subsection be construed as conferring upon any court authority or jurisdiction to inquire into or review such award on its merits. The parties agree to exclude any right of application or appeal to the Federal, -3- New York State and any other courts in connection with any question of law or fact arising in the course of the arbitration or with respect to any award made. 8. All notices and other communications hereunder shall be in writing and shall be mailed by first class mail, postage prepaid, addressed (a) if to Sumitomo or SBCM, at Sumitomo Bank Capital Markets, Inc., 277 Park Avenue, New York, New York 10172, Attention: President, or at such other address as SBCM shall furnish to GS Inc. in writing, or (b) if to the Partnership, GSNY or GS Inc., at 85 Broad Street, New York, New York 10004, Attention: General Counsel, or at such other address as GS Inc. shall furnish to Sumitomo or SBCM in writing. 9. This Voting Agreement will be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, that this Voting Agreement shall not be binding upon a transferee of Securities that is not affiliated with Sumitomo who acquired such Securities in a disposition which is permitted under the Subscription Agreement. This Voting Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. -4- IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date above written. THE SUMITOMO BANK, LIMITED By: /s/ Ryuzo Kodama ----------------------------------------- Ryuzo Kodama Director and Head of the Americas Division SUMITOMO BANK CAPITAL MARKETS, INC. By: /s/ Natsuo Okada ----------------------------------------- Natsuo Okada President THE GOLDMAN SACHS GROUP, INC. By: /s/ Robert J. Katz ----------------------------------------- Robert J. Katz Executive Vice President -5- EX-99.F 5 PLEDGE AGREEMENT, DATED MAY 5, 1999 Exhibit F PLEDGE AND SECURITY AGREEMENT, dated as of May 5, 1999, between MASANORI MOCHIDA (the "Pledgor") and THE GOLDMAN SACHS GROUP, L.P., its successors and assigns (the "Secured Party"). WITNESSETH: WHEREAS, pursuant to a promissory note (the "Note"), dated May 5, 1999 the Pledgor has borrowed from the Secured Party the principal amount of $825,000; and WHEREAS, the Pledgor has agreed to secure its obligations under the Note pursuant to this Pledge and Security Agreement; and WHEREAS, the terms "Security Entitlement", "Control", "Proceeds" and "Securities Intermediary" shall have the respective meanings ascribed to them in the New York Uniform Commercial Code (the "NYUCC"); NOW THEREFORE, the parties hereto agree as follows: 1. Pledgor's Grant of Security Interest in Collateral. For value received and to induce the Secured Party to make the loan evidenced by the Note, Pledgor hereby grants to the Secured Party, as security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all present and future obligations and liabilities of all kinds of Pledgor to the Secured Party which arise under, out of, or in connection with the Note or this Pledge and Security Agreement (collectively referred to as the "Obligations"), a security interest in the following described property (collectively referred to as the "Collateral"): (a) 135,428 shares of the common stock of The Goldman Sachs Group, Inc. and any other shares of such common stock from time to time delivered to the Secured Party by the Pledgor to be held pursuant to this Agreement (together, the "Shares"), all of the certificates representing or evidencing such Shares, any interest therein and any other property at any time and from time to time received, receivable or otherwise distributed or distributable in the future in respect of or in exchange for such Shares; together with -1- (b) their Proceeds and all collateral security and guarantees given by any person with respect to the foregoing, whether now or hereafter owned by the Pledgor or in which the Pledgor now has or at any time in the future may acquire any interest. The Pledgor hereby agrees irrevocably and unconditionally to deliver to the Secured Party 135,428 Shares as soon after the closing of the initial public offering of shares of common stock of The Goldman Sachs Group, Inc. as such shares become legally available to be pledged hereunder, but in any event no later than six months after the closing of such initial public offering, whereupon the security interest in favor of the Secured Party shall attach and be perfected. The Pledgor agrees that within two business days after receipt of notice from the Secured Party that the fair market value of the Shares is less than 150% of the principal plus accrued interest outstanding under the Note to deliver additional Shares to be held pursuant to this Pledge and Security Agreement so that after giving effect to the pledge of such Shares, the fair market value of the pledged Shares shall be not less than 150% of the principal plus accrued interest outstanding under the Note. 2. Delivery of Collateral. All certificates and cash representing or evidencing the Collateral shall be accompanied by duly executed instruments of transfer or assignments in blank, with signatures appropriately guaranteed, shall be in a form and manner sufficient to create a perfected first priority security interest therein in favor of the Secured Party and otherwise shall be in form and substance satisfactory to the Secured Party and shall be delivered to, or otherwise come under the Control, as defined in Section 9-115(1)(e) of the NYUCC, of, the Secured Party or held by a Securities Intermediary for the benefit of the Secured Party. 3. Covenants and Agreements of Pledgor. Pledgor covenants and agrees that: (a) Pledgor will not enter into or execute any security agreement or any financing statement covering the Collateral, other than financing statements in favor of the Secured Party hereunder, and Pledgor will not consent to the filing in any public office of any financing statement or statements (or any documents or papers filed as such) covering the Collateral, other than financing statements in favor of the Secured Party hereunder; and (b) Pledgor authorizes the Secured Party to file, in its discretion, in jurisdictions where this authorization will be given effect, a financing statement signed only -2- by the Secured Party covering the Collateral, and hereby appoints the Secured Party as the Pledgor's attorney-in-fact to sign and file any such financing statements covering the Collateral. At the request of the Secured Party, the Pledgor will join the Secured Party in executing such documents as the Secured Party may determine from time to time to be necessary or desirable under provisions of any applicable Uniform Commercial Code in effect where the Collateral is located or where the Pledgor conducts business; without limiting the generality of the foregoing, the Pledgor agrees to join the Secured Party, at the Secured Party's request, in executing one or more financing statements in form satisfactory to the Secured Party. In connection with the foregoing, it is agreed and understood between the parties hereto (and the Secured Party is hereby authorized to carry out and implement this agreement and understanding) that the Secured Party may, at any time or times, file as a financing statement any counterpart, copy or reproduction of this Pledge and Security Agreement. 4. Rights of the Secured Party Related to Collateral. (a) The Secured Party may from time to time: (i) transfer, or cause to be transferred, any of the Collateral into the name of the Secured Party or its nominee; (ii) notify parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder; (iii) enforce collection of any of the Collateral by suit or otherwise; surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligation of any nature of any party with respect thereto; close any position and settle any contract; and exercise any and all rights of conversion, exchange, subscription and any other rights of Pledgor in any of the Collateral, except as hereinafter provided with respect to income from or interest or distributions on the Collateral; or (iv) take possession or control of any proceeds of the Collateral and apply the same to the satisfaction of the Obligations; All without liability, except to account for any property actually received by it; provided, however, that the Secured Party shall be under no duty to exercise or perform, as the case may be, any of the foregoing. (b) All cash distributions on the Collateral prior to the occurrence of an Event of Default (as defined in the Note) shall be paid to the Pledgor, and after an Event -3- of Default all such amounts and all other income from or interest or other distributions on the related Collateral shall be treated in accordance with Section 6(b), and if Pledgor receives any such income or interest or other distributions, the same shall be held by Pledgor in trust for the Secured Party in the same medium in which received, shall not be commingled with any other assets of Pledgor and shall be delivered to the Secured Party as Collateral in accordance with the provisions of this Pledge and Security Agreement in the form received, properly endorsed to permit collection, not later than the next business day following the day of its receipt. 5. Further Assurances; Secured Party as Agent. Pledgor agrees to take such actions and to execute such stock or bond powers and such other or different writings as the Secured Party may request (and irrevocably authorizes the Secured Party to execute such writings as Pledgor's agent and attorney-in-fact) further to perfect, confirm and assure the Secured Party's perfected first priority security interest in the Collateral and to assist the Secured Party's realization thereon including, without limitation, the right to receive, indorse, and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof. 6. Rights and Remedies of the Secured Party Upon Default. Following the occurrence and during the continuance of an Event of Default (as defined in the Note) (a "Default"): (a) the Secured Party shall have and, to the extent permitted by law, may exercise any and all of the rights and remedies of a secured party under the NYUCC, and as otherwise granted herein or under any other applicable law or under any other agreement now or hereafter in effect executed by Pledgor, including, without limitation, the right and power to sell, at public or private sale or sales, or otherwise dispose of, or otherwise utilize the related Collateral and any part or parts thereof in any manner authorized or permitted under the NYUCC after default by a debtor, and to apply the proceeds thereof toward satisfaction of any costs and expenses and attorneys' fees and expenses thereby incurred by the Secured Party and toward satisfaction of the related Obligations in such order or manner as the Secured Party may elect. Specifically and without limiting the foregoing, the Secured Party shall have the right to take possession of all or any part of the Collateral or any security therefor and of all books, records, papers and documents of Pledgor or in Pledgor's possession or control relating to the Collateral. To the extent permitted by law, and except as expressly provided herein, Pledgor expressly waives any notice of sale or other disposition of the related Collateral and all other rights or remedies of Pledgor or formalities prescribed by law relative to sale or disposition of the related Collateral or exercise of any other right or remedy of the -4- Secured Party existing after default hereunder; and to the extent any such notice is required and cannot be waived, Pledgor agrees that if such notice is given in the manner provided in Section 8 hereof at least two (2) days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice; (b) all dividends, payments of interest and other distributions of every character made upon or in respect of the Collateral or any part thereof shall be paid directly to and shall be held by the Secured Party as Collateral pledged under and subject to this Pledge and Security Agreement; and (c) all rights to marshaling of assets of Pledgor are hereby waived by Pledgor. 7. Absolute Interest. (a) All rights of the Secured Party hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of (i) any change in the time, manner or place of payment of or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Note or any other agreement or instrument to which Pledgor is or may be a party, (iii) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or any consent to or departure from any guarantee, for all or any of the Obligations or (iv) any other circumstance which might constitute a defense available to, or a discharge of, the Pledgor in respect of the Obligations or this Pledge and Security Agreement. (b) This Pledge and Security Agreement shall not be construed as relieving Pledgor from full liability on the Obligations and any and all future and other indebtedness secured hereby and for any deficiency thereon. (c) All powers, authorizations and agencies herein contained with respect to the Collateral are irrevocable and coupled with an interest. 8. Notices. Any communication, notice or demand to be given to any party hereunder shall be duly given if delivered or mailed by certified or registered mail to such party at its address set forth on the signature page hereof, or such other address as shall be designated by such party hereto to the other party hereto in a written notice delivered in accordance with the terms hereof. -5- 9. No Waiver; Cumulative Rights. No failure on the part of the Secured Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Secured Party of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy and power hereby granted to the Secured Party or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Secured Party from time to time. 10. Governing Law. This Pledge and Security Agreement shall be governed by, and constituted in accordance with, the laws of the State of New York applicable to contracts made or to be enforced in such State. 11. Consent to Jurisdiction. Any judicial proceeding with respect to this Pledge and Security Agreement may be brought by either party hereto in any court of competent jurisdiction in the City of New York, and, by its execution and delivery of this Pledge and Security Agreement, each party (a) accepts, generally and unconditionally, the jurisdiction of such courts and irrevocably agrees to be bound by any judgment rendered thereby and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any suit, action or proceeding brought in such a court or that such a court is an inconvenient forum. Each party consents that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified or determined in accordance with the provisions of Section 8. The Pledgor hereby appoints CT Corporation System at 1633 Broadway, New York, New York 10019, to act as Pledgor's agent to receive, accept and acknowledge for and on Pledgor's behalf, service of any and all legal processes, summons, notices and documents which may be served in any such action or proceeding. Nothing herein shall affect the right of either party to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings against the other party in the courts of any other jurisdiction. -6- 13. Execution in Counterparts. This Pledge and Security Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Pledge and Security Agreement to be duly executed as of the date first above written. --------------------------------------- MASANORI MOCHIDA Address: Windsor House 402 50807, Shiroganedai Minato-ku, Tokyo 108 Japan THE GOLDMAN SACHS GROUP, L.P. By: ------------------------------------ Name: Title: Address: 85 Broad Street New York, New York, 10004 Attn.: Mark Varous -7- -----END PRIVACY-ENHANCED MESSAGE-----