Shareholders' Agreement - Goldman Sachs Group Inc.


                             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.


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                  (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.

                  (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.


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                  (u) 'Preliminary Vote' shall have the meaning ascribed to such
         term in Section 4.1 hereof.

                  (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.


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                  (ab) 'Transfer Restrictions' shall mean the General Transfer
         Restrictions and the PLP Transfer Restrictions.

                  (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


                                       -5-
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 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


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         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 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


                                       -7-
                  SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED,
                  HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE
                  THEREWITH.'

                  (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


                                       -8-
         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 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 provisions 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 governmental 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.


                                       -9-
                  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 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.


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                  (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 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


                                      -11-
         the date hereof and ending on the date this Agreement shall have been
         terminated pursuant to Section 7.1(a) hereof.


                                    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.


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                  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 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',


                                      -13-
         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 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


                                      -14-
         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 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.


                                      -15-
                  (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 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,


                                      -16-
         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.

                  (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.


                                      -17-
                  (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.

                  (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


                                      -18-
                                    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;

                           (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),


                                      -19-
                                 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 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.


                                      -20-
                  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.

                  (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)


                                      -21-
         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.

                  (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,


                                      -22-
                          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

                  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.


                                      -23-
                  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.

                  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 _________________________________
                                            Name:
                                            Title:


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:_________________________
                                      Name:
                                      Title: Attorney-in-Fact

Dated: May 7, 1999
                                Signature Page 2
                                       to
                             Shareholders' Agreement



                                                    ____________________________
                                                    Name:



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 M. 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
                                                              APPENDIX A (CONT.)

Peter S. Kraus
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
                                                              APPENDIX A (CONT.)

Barry A. Mannis
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
                                                              APPENDIX A (CONT.)

Matthias R. Mosler
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.
                                                              APPENDIX A (CONT.)

Stephen R. Pierce
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
                                                              APPENDIX A (CONT.)

Mitchell I. Scherzer
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 G. 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
                                                              APPENDIX A (CONT.)

Peter D. Sutherland
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.
                                                              APPENDIX A (CONT.)
Bradley W. Wendt
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