Goldman Sachs Amended and Restated Articles of Incorporation

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

THE GOLDMAN SACHS GROUP, INC.


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


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

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


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