Goldman Sachs Amended and Restated Articles of Incorporation


AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE GOLDMAN SACHS GROUP, INC.

THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing under the Delaware General Corporation Law (the "Corporation"), does hereby certify:

1. The name of the Corporation is The Goldman Sachs Group, Inc. The date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was July 21, 1998.

2. This Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the certificate of incorporation of the Corporation and has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the favorable vote of the holders of more than 80% of the outstanding stock entitled to vote thereon:

FIRST. The name of the Corporation is The Goldman Sachs Group, Inc.