By-Laws - Goldman Sachs Group Inc.


                                                         Draft of April 28, 1999


                                     BY-LAWS

                                       OF

                          THE GOLDMAN SACHS GROUP, INC.


                                    ARTICLE I

                                  Stockholders


          Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place either within
or without the State of Delaware as may be designated by the Board of Directors
from time to time. Any other business properly brought before the meeting may be
transacted at the annual meeting.

          Section 1.2. Special Meetings. Special meetings of stockholders may be
called at any time by, and only by, the Board of Directors, to be held at such
date, time and place either within or without the State of Delaware as may be
stated in the notice of the meeting.

          Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise required by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation.
          Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may be adjourned from time to time, to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

          Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise required by law, the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of stock entitled to vote on
a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing, where a separate vote by
class or classes is required for any matter, the holders of a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum to take action with respect to that vote on
that matter. Two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In the absence of a quorum of the holders of any class of stock
entitled to vote on a matter, the meeting of such class may be adjourned from
time to time in the manner provided by Sections 1.4 and 1.6 of these by-laws
until a quorum of such class shall be so present or represented. Shares of its
own capital stock belonging on the record date for the meeting to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation to vote stock, including but not 


                                      -2-
limited to its own stock, held by it in a fiduciary capacity.

          Section 1.6. Organization. Meetings of stockholders shall be presided
over by a Chairman of the Board, if any, or in the absence of a Chairman of the
Board by a Vice Chairman of the Board, if any, or in the absence of a Vice
Chairman of the Board by a Chief Executive Officer, or in the absence of a Chief
Executive Officer by a President, or in the absence of a President by a Chief
Operating Officer, or in the absence of a Chief Operating Officer by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. A Secretary, or in the absence of a Secretary an
Assistant Secretary, shall act as secretary of the meeting, but in the absence
of a Secretary and any Assistant Secretary the chairman of the meeting may
appoint any person to act as secretary of the meeting.

          The order of business at each such meeting shall be as determined by
the chairman of the meeting. The chairman of the meeting shall have the right
and authority to adjourn a meeting of stockholders without a vote of
stockholders and to prescribe such rules, regulations and procedures and to do
all such acts and things as are necessary or desirable for the proper conduct of
the meeting and are not inconsistent with any rules or regulations adopted by
the Board of Directors pursuant to the provisions of the certificate of
incorporation, including the establishment of procedures for the maintenance of
order and safety, limitations on the time allotted to questions or comments on
the affairs of the Corporation, restrictions on entry to such meeting after the
time prescribed for the commencement thereof and the opening and closing of the
voting polls for each item upon which a vote is to be taken.

          Section 1.7. Inspectors. Prior to any meeting of stockholders, the
Board of Directors, a Chairman of the Board, a Vice Chairman of the Board, a
Chief Executive Officer, a President, a Chief Operating Officer, a Vice
President or any other officer designated by the Board shall appoint one or more
inspectors to act at such meeting and 


                                      -3-
make a written report thereof and may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at the meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall ascertain the number of shares outstanding and the voting power of each,
determine the shares represented at the meeting and the validity of proxies and
ballots, count all votes and ballots, determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors and certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons to assist them in the performance
of their duties. The date and time of the opening and closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxy or vote, nor any revocation thereof
or change thereto, shall be accepted by the inspectors after the closing of the
polls. In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted therewith, any information provided by a stockholder who submits a
proxy by telegram, cablegram or other electronic transmission from which it can
be determined that the proxy was authorized by the stockholder, ballots and the
regular books and records of the Corporation, and they may also consider other
reliable information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees or similar persons
which represent more votes than the holder of a proxy is authorized by the
record owner to cast or more votes than the stockholder holds of record. If the
inspectors consider other reliable information for such purpose, they shall, at
the time they make their certification, specify the precise information
considered by them, including the person or persons from whom they obtained the
information, when the information was 


                                      -4-
obtained, the means by which the information was obtained and the basis for the
inspectors' belief that such information is accurate and reliable.

          Section 1.8. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question. If the
certificate of incorporation provides for more or less than one vote for any
share on any matter, every reference in these by-laws to a majority or other
proportion of shares of stock shall refer to such majority or other proportion
of the votes of such shares of stock. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power, regardless of whether the interest with which it is
coupled is an interest in the stock itself or an interest in the Corporation
generally. A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an instrument in writing
revoking the proxy or another duly executed proxy bearing a later date with a
Secretary. Voting at meetings of stockholders need not be by written ballot
unless so directed by the chairman of the meeting or the Board of Directors.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. In all other matters, unless otherwise required by law,
the certificate of incorporation or these by-laws, the affirmative vote of the
holders of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders. Where a separate vote by class or classes is required, the
affirmative vote of the holders of a majority (or, in the case of an election of
directors, 


                                      -5-
a plurality) of the shares of such class or classes present in person or
represented by proxy at the meeting shall be the act of such class or classes,
except as otherwise required by law, the certificate of incorporation or these
by-laws.

          Section 1.9. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty nor less
than ten days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

          In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to the
action for which a record date is being established. If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.


                                      -6-
          Section 1.10. List of Stockholders Entitled to Vote. A Secretary shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the municipality where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

          Section 1.11. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals. (a) The matters to be considered and brought before
any annual or special meeting of stockholders of the Corporation shall be
limited to only such matters, including the nomination and election of
directors, as shall be brought properly before such meeting in compliance with
the procedures set forth in this Section 1.11.

     (b) For any matter to be properly brought before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
1.11(b)(x) by a stockholder that holds of record stock of the Corporation
entitled to vote at the annual meeting on such matter (including any election of
a director) or (y) by a person (a 'Nominee Holder') that holds such stock
through a nominee or 'street name' holder of record of such stock and can
demonstrate to the Corporation such indirect ownership of, and such Nominee
Holder's entitlement to vote, such stock on such matter. In addition to any
other requirements under applicable law, the certificate of incorporation and


                                      -7-
these by-laws, persons nominated by stockholders for election as directors of
the Corporation and any other proposals by stockholders shall be properly
brought before an annual meeting of stockholders only if notice of any such
matter to be presented by a stockholder at such meeting (a 'Stockholder Notice')
shall be delivered to a Secretary at the principal executive office of the
Corporation not less than ninety nor more than one hundred and twenty days prior
to the first anniversary date of the annual meeting for the preceding year (or,
in the case of the annual meeting of stockholders to be held in 2000, not less
than ninety nor more than one hundred and twenty days prior to May 1, 2000);
provided, however, that if and only if the annual meeting is not scheduled to be
held within a period that commences thirty days before and ends thirty days
after such anniversary date (or May 1, 2000, in the case of the annual meeting
of stockholders to be held in 2000) (an annual meeting date outside such period
being referred to herein as an 'Other Meeting Date'), such Stockholder Notice
shall be given in the manner provided herein by the later of (i) the close of
business on the date ninety days prior to such Other Meeting Date or (ii) the
close of business on the tenth day following the date on which such Other
Meeting Date is first publicly announced or disclosed. Any stockholder desiring
to nominate any person or persons (as the case may be) for election as a
director or directors of the Corporation at an annual meeting of stockholders
shall deliver, as part of such Stockholder Notice, a statement in writing
setting forth the name of the person or persons to be nominated, the number and
class of all shares of each class of stock of the Corporation owned of record
and beneficially by each such person, as reported to such stockholder by such
person, the information regarding each such person required by paragraphs (a),
(e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange
Commission, each such person's signed consent to serve as a director of the
Corporation if elected, such stockholder's name and address, the number and
class of all shares of each class of stock of the Corporation owned of record
and beneficially by such stockholder and, in the case of a Nominee Holder,
evidence establishing such Nominee Holder's indirect ownership of stock and
entitlement to vote such 


                                      -8-
stock for the election of directors at the annual meeting. Any stockholder who
gives a Stockholder Notice of any matter (other than a nomination for director)
proposed to be brought before an annual meeting of stockholders shall deliver,
as part of such Stockholder Notice, the text of the proposal to be presented and
a brief written statement of the reasons why such stockholder favors the
proposal and setting forth such stockholder's name and address, the number and
class of all shares of each class of stock of the Corporation owned of record
and beneficially by such stockholder, any material interest of such stockholder
in the matter proposed (other than as a stockholder), if applicable, and, in the
case of a Nominee Holder, evidence establishing such Nominee Holder's indirect
ownership of stock and entitlement to vote such stock on the matter proposed at
the annual meeting. As used in these by-laws, shares 'beneficially owned' shall
mean all shares which such person is deemed to beneficially own pursuant to
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (the 'Exchange
Act'). If a stockholder is entitled to vote only for a specific class or
category of directors at a meeting (annual or special), such stockholder's right
to nominate one or more individuals for election as a director at the meeting
shall be limited to such class or category of directors.

     Notwithstanding any provision of this Section 1.11 to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation at the next annual meeting of stockholders is increased by
virtue of an increase in the size of the Board of Directors and either all of
the nominees for director at the next annual meeting of stockholders or the size
of the increased Board of Directors is not publicly announced or disclosed by
the Corporation at least one hundred days prior to the first anniversary of the
preceding year's annual meeting (or, in the case of the annual meeting of
stockholders to be held in 2000, at least one hundred days prior to May 1,
2000), a Stockholder Notice shall also be considered timely hereunder, but only
with respect to nominees to stand for election at the next annual meeting as the
result of any new positions created by such increase, if it shall be delivered


                                      -9-
to a Secretary at the principal executive office of the Corporation not later
than the close of business on the tenth day following the first day on which all
such nominees or the size of the increased Board of Directors shall have been
publicly announced or disclosed.

     (c) Except as provided in the immediately following sentence, no matter
shall be properly brought before a special meeting of stockholders unless such
matter shall have been brought before the meeting pursuant to the Corporation's
notice of such meeting. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any stockholder entitled to vote for the election of such director(s)
at such meeting may nominate a person or persons (as the case may be) for
election to such position(s) as are specified in the Corporation's notice of
such meeting, but only if the Stockholder Notice required by Section 1.11(b)
hereof shall be delivered to a Secretary at the principal executive office of
the Corporation not later than the close of business on the tenth day following
the first day on which the date of the special meeting and either the names of
all nominees proposed by the Board of Directors to be elected at such meeting or
the number of directors to be elected shall have been publicly announced or
disclosed.

     (d) For purposes of this Section 1.11, a matter shall be deemed to have
been 'publicly announced or disclosed' if such matter is disclosed in a press
release reported by the Dow Jones News Service, the Associated Press or a
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission.

     (e) In no event shall the adjournment of an annual meeting or a special
meeting, or any announcement thereof, commence a new period for the giving of
notice as provided in this Section 1.11. This Section 1.11 shall not apply to
(i) any stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act
or (ii) any nomination of a director in an election in which only the holders of
one or more series of Preferred Stock of the Corporation issued pursuant


                                      -10-
to Article FOURTH of the certificate of incorporation are entitled to vote
(unless otherwise provided in the terms of such stock).

     (f) The chairman of any meeting of stockholders, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall have the power and duty to determine whether notice of nominees and other
matters proposed to be brought before a meeting has been duly given in the
manner provided in this Section 1.11 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.

          Section 1.12. Approval of Stockholder Proposals. Except as otherwise
required by law, any matter (other than a nomination for director) that has been
properly brought before an annual or special meeting of stockholders of the
Corporation by a stockholder (including a Nominee Holder) in compliance with the
procedures set forth in Section 1.11 shall require for approval thereof the
affirmative vote of the holders of not less than a majority of all outstanding
shares of Common Stock of the Corporation and all other outstanding shares of
stock of the Corporation entitled to vote on such matter, with such outstanding
shares of Common Stock and other stock considered for this purpose as a single
class. Any vote of stockholders required by this Section 1.12 shall be in
addition to any other vote of stockholders of the Corporation that may be
required by law, the certificate of incorporation or these by-laws, by any
agreement with a national securities exchange or otherwise.


                                   ARTICLE II

                               Board of Directors

          Section 2.1. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise required by law or provided in the
certificate of incorporation. The number of directors of 


                                      -11-
the Corporation and the number of directors in each class of directors shall be
fixed only by resolution of the Board of Directors from time to time. If the
holders of any class or classes of stock or series thereof are entitled by the
certificate of incorporation to elect one or more directors, the preceding
sentence shall not apply to such directors and the number of such directors
shall be as provided in the terms of such stock. Directors need not be
stockholders.

          Section 2.2. Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the next election of the class
or category for which such director shall have been chosen, and until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. Any director may resign at any time upon written notice to the Board of
Directors or to a Chairman of the Board, a Vice Chairman of the Board, a Chief
Executive Officer, a President, a Chief Operating Officer or a Secretary. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. No director may be removed except as provided in the
certificate of incorporation. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors (other than
any directors elected in the manner described in the next sentence) or from any
other cause shall be filled by, and only by, a majority of the directors then in
office, although less than a quorum, or by the sole remaining director. Whenever
the holders of any class or classes of stock or series thereof are entitled by
the certificate of incorporation to elect one or more directors, vacancies and
newly created directorships of such class or classes or series may be filled by,
and only by, a majority of the directors elected by such class or classes or
series then in office, or by the sole remaining director so elected. Any
director elected or appointed to fill a vacancy or a newly created directorship
shall hold office until the next election of the class of directors of the
director which such director replaced or the class of directors to which such
director was appointed, and until his or her successor 


                                      -12-
is elected and qualified or until his or her earlier resignation or removal.

          Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.

          Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by a Chairman of the Board, if any, by a Vice Chairman
of the Board, if any, by a Chief Executive Officer, if any, by a President, if
any, by a Chief Operating Officer, if any, or by any two directors. Reasonable
notice thereof shall be given by the person or persons calling the meeting.

          Section 2.5. Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the certificate of incorporation or
these by-laws, members of the Board of Directors, or any committee designated by
the Board, may participate in a meeting of the Board or of such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this by-law shall
constitute presence in person at such meeting.

          Section 2.6. Quorum; Vote Required for Action. At each meeting of the
Board of Directors, one-half of the number of directors equal to (i) the total
number of directors fixed by resolution of the board of directors (including any
vacancies) plus (ii) the number of directors elected by a holder or holders of
Preferred Stock voting separately as a class, as described in the fourth
paragraph of Article EIGHTH of the certificate of incorporation (including any
vacancies), shall constitute a quorum for the transaction of business. The vote
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board unless the certificate of 


                                      -13-
incorporation or these by-laws shall require a vote of a greater number. In case
at any meeting of the Board a quorum shall not be present, the members or a
majority of the members of the Board present may adjourn the meeting from time
to time until a quorum shall be present.

          Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by a Chairman of the Board, if any, or in the absence of a
Chairman of the Board by a Vice Chairman of the Board, if any, or in the absence
of a Vice Chairman of the Board, by a Chief Executive Officer, or in the absence
of a Chief Executive Officer, by a President, or in the absence of a President,
by a Chief Operating Officer, or in the absence of a Chief Operating Officer, by
a chairman chosen at the meeting. A Secretary, or in the absence of a Secretary
an Assistant Secretary, shall act as secretary of the meeting, but in the
absence of a Secretary and any Assistant Secretary the chairman of the meeting
may appoint any person to act as secretary of the meeting.

          Section 2.8. Action by Directors Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, then in office consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

          Section 2.9. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation or these by-laws, the Board of Directors shall
have the authority to fix the compensation of directors.


                                   ARTICLE III

                                   Committees


                                      -14-
          Section 3.1. Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors or
in these by-laws, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by law
to be submitted to stockholders for approval or (ii) adopting, amending or
repealing these by-laws.

          Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall
be the act of such committee, and in other respects each committee shall conduct
its business in the same manner as the Board conducts its business pursuant to
Article II of these by-laws.


                                      -15-
                                   ARTICLE IV

                                    Officers

          Section 4.1. Officers; Election or Appointment. The Board of Directors
shall take such action as may be necessary from time to time to ensure that the
Corporation has such officers as are necessary, under Section 5.1 of these
by-laws and the Delaware General Corporation Law as currently in effect or as
the same may hereafter be amended, to enable it to sign stock certificates. In
addition, the Board of Directors at any time and from time to time may elect (i)
one or more Chairmen of the Board and/or one or more Vice Chairmen of the Board
from among its members, (ii) one or more Chief Executive Officers, one or more
Presidents and/or one or more Chief Operating Officers, (iii) one or more Vice
Presidents, one or more Treasurers and/or one or more Secretaries and/or (iv)
one or more other officers, in the case of each of (i), (ii), (iii) and (iv) if
and to the extent the Board deems desirable. The Board of Directors may give any
officer such further designations or alternate titles as it considers desirable.
In addition, the Board of Directors at any time and from time to time may
authorize any officer of the Corporation to appoint one or more officers of the
kind described in clauses (iii) and (iv) above. Any number of offices may be
held by the same person and directors may hold any office unless the certificate
of incorporation or these by-laws otherwise provide.


          Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing or
authorizing the appointment of any officer, each officer shall hold office until
his or her successor is elected or appointed and qualified or until his or her
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Board or to such person or persons as the Board may designate.
Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. The Board may remove any officer with or without cause at
any time. Any officer authorized by the


                                      -16-

Board to appoint a person to hold an office of the Corporation may also remove
such person from such office with or without cause at any time, unless otherwise
provided in the resolution of the Board providing such authorization. Any such
removal shall be without prejudice to the contractual rights of such officer, if
any, with the Corporation, but the election or appointment of an officer shall
not of itself create contractual rights. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise may be filled by the
Board at any regular or special meeting or by an officer authorized by the Board
to appoint a person to hold such office.

                  Section 4.3. Powers and Duties. The officers of the
Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in these by-laws or in a resolution of the Board
of Directors which is not inconsistent with these by-laws and, to the extent not
so stated, as generally pertain to their respective offices, subject to the
control of the Board. A Secretary or such other officer appointed to do so by
the Board shall have the duty to record the proceedings of the meetings of the
stockholders, the Board of Directors and any committees in a book to be kept for
that purpose. The Board may require any officer, agent or employee to give
security for the faithful performance of his or her duties.


                                    ARTICLE V

                                      Stock

                  Section 5.1. Certificates; Uncertificated Shares. The shares
of stock in the Corporation shall be represented by certificates, provided that
the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to any such shares
represented by a certificate theretofore issued until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a

                                      -17-
resolution or resolutions by the Board of Directors of the Corporation, every
holder of stock represented by certificates, and upon request every holder of
uncertificated shares, shall be entitled to have a certificate signed by or in
the name of the Corporation by a Chairman or Vice Chairman of the Board or a
President or Vice President, and by a Treasurer, Assistant Treasurer, Secretary
or Assistant Secretary, representing the number of shares of stock in the
Corporation owned by such holder. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue. Certificates representing shares of
stock of the Corporation may bear such legends regarding restrictions on
transfer or other matters as any officer or officers of the Corporation may
determine to be appropriate and lawful.

                  If the Corporation is authorized to issue more than one class
of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, provided that, except as otherwise required by
law, in lieu of the foregoing requirements, there may be set forth on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of such class or
series of stock and the qualifications, limitations or restrictions of such
preferences and/or

                                      -18-
rights. Within a reasonable time after the issuance or transfer of
uncertificated shares of any class or series of stock, the Corporation shall
send to the registered owner thereof a written notice containing the information
required by law to be set forth or stated on certificates representing shares of
such class or series or a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of such class or
series and the qualifications, limitations or restrictions of such preferences
and/or rights.

                  Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.

                  Section 5.2. Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative, to
give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.


                                   ARTICLE VI

                                  Miscellaneous

                  Section 6.1. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.

                  Section 6.2. Seal. The Corporation may have a corporate seal
which shall have the name of the Corporation inscribed thereon and shall be in
such form as may be 

                                      -19-
approved from time to time by the Board of Directors. The corporate seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

                  Section 6.3. Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Whenever notice is required to be given by law or
under any provision of the certificate of incorporation or these by-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice unless so required by the certificate of
incorporation or these by-laws.

                  Section 6.4. Indemnification. The Corporation shall indemnify
to the full extent permitted by law any person made or threatened to be made a
party to any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person or such person's
testator or intestate is or was a director or officer of the Corporation, is or
was a director, officer, trustee, member, stockholder, partner, incorporator or
liquidator of a Subsidiary of the Corporation, is or was a member of the
Shareholders' Committee acting pursuant to the Shareholders' Agreement, to be
entered into among the Corporation and certain of its Stockholders as
contemplated by the Plan of Incorporation of The Goldman Sachs Group, L.P.
adopted on March 8, 1999, as amended, or serves or served at the request of the
Corporation as a director, officer, trustee, member, stockholder, partner,
incorporator or liquidator of or in any other capacity for any other enterprise.


                                      -20-
Expenses, including attorneys' fees, incurred by any such person in defending
any such action, suit or proceeding shall be paid or reimbursed by the
Corporation promptly upon demand by such person and, if any such demand is made
in advance of the final disposition of any such action, suit or proceeding,
promptly upon receipt by the Corporation of an undertaking of such person to
repay such expenses if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any person
by this by-law shall be enforceable against the Corporation by such person, who
shall be presumed to have relied upon it in serving or continuing to serve as a
director or officer or in such other capacity as provided above. In addition,
the rights provided to any person by this by-law shall survive the termination
of such person as any such director, officer, trustee, member, stockholder,
partner, incorporator or liquidator and, insofar as such person served at the
request of the Corporation as a director, officer, trustee, member, stockholder,
partner, incorporator or liquidator of or in any other capacity for any other
enterprise, shall survive the termination of such request as to service prior to
termination of such request. No amendment of this by-law shall impair the rights
of any person arising at any time with respect to events occurring prior to such
amendment.

                  Notwithstanding anything contained in this Section 6.4, except
for proceedings to enforce rights provided in this Section 6.4, the Corporation
shall not be obligated under this Section 6.4 to provide any indemnification or
any payment or reimbursement of expenses to any director, officer or other
person in connection with a proceeding (or part thereof) initiated by such
person (which shall not include counterclaims or crossclaims initiated by
others) unless the Board of Directors has authorized or consented to such
proceeding (or part thereof) in a resolution adopted by the Board.

                  For purposes of this by-law, the term 'Subsidiary' shall mean
any corporation, partnership, limited liability company or other entity in which
the Corporation owns, directly or indirectly, a majority of the economic or
voting ownership interest; the term 'other enterprise' shall

                                      -21-
   
include any corporation, partnership, limited liability company, joint venture,
trust, association or other unincorporated organization or other entity and any
employee benefit plan; the term 'officer,' when used with respect to the
Corporation, shall refer to any officer elected by or appointed pursuant to
authority granted by the Board of Directors of the Corporation pursuant to
clauses (i), (ii), (iii) and (iv) of Section 4.1 of these by-laws, when used
with respect to a Subsidiary or other enterprise that is a corporation, shall
refer to any person elected or appointed pursuant to the by-laws of such
Subsidiary or other enterprise or chosen in such manner as is prescribed by the
by-laws of such Subsidiary or other enterprise or determined by the Board of
Directors of such Subsidiary or other enterprise, and when used with respect to
a Subsidiary or other enterprise that is not a corporation or is organized in a
foreign jurisdiction, the term 'officer' shall include in addition to any
officer of such entity, any person serving in a similar capacity or as the
manager of such entity; service 'at the request of the Corporation' shall
include service as a director or officer of the Corporation which imposes duties
on, or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to an employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
    

                  To the extent authorized from time to time by the Board of
Directors, the Corporation may provide to (i) any one or more employees and
other agents of the Corporation, (ii) any one or more officers, employees and
other agents of any Subsidiary and (iii) any one or more directors, officers,
employees and other agents of any other enterprise, rights of indemnification
and to receive payment or reimbursement of expenses, including attorneys' fees,
that are similar to the rights conferred in this Section 6.4 on directors and
officers of the Corporation or any

                                      -22-
Subsidiary or other enterprise. Any such rights shall have the same force and
effect as they would have if they were conferred in this Section 6.4.

                  Nothing in this Section 6.4 shall limit the power of the
Corporation or the Board of Directors to provide rights of indemnification and
to make payment and reimbursement of expenses, including attorneys' fees, to
directors, officers, employees, agents and other persons otherwise than pursuant
to this Section 6.4.

                  Section 6.5. Interested Directors; Quorum. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
limited liability company, joint venture, trust, association or other
unincorporated organization or other entity in which one or more of its
directors or officers serve as directors, officers, trustees or in a similar
capacity or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or her or their votes are
counted for such purpose, if: (i) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; (ii) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by a vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting

                                      -23-
of the Board of Directors or of a committee which authorizes the contract or
transaction.

                  Section 6.6. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

                  Section 6.7. Laws and Regulations; Close of Business. (a) For
purposes of these by-laws, any reference to a statute, rule or regulation of any
governmental body means such statute, rule or regulation (including any
successor thereto) as the same may be amended from time to time.

                  (b) Any reference in these by-laws to the close of business on
any day shall be deemed to mean 5:00 P.M. New York time on such day, whether or
not such day is a business day.

                  Section 6.8. Amendment of By-Laws. These by-laws may be
amended, modified or repealed, and new by-laws may be adopted at any time, by
the Board of Directors. Stockholders of the Corporation may adopt additional
by-laws and amend, modify or repeal any by-law whether or not adopted by them,
but only in accordance with Article SIXTH of the certificate of incorporation.

                                      -24-