{"id":43925,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/shareholders-agreement-goldman-sachs-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"shareholders-agreement-goldman-sachs-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/shareholders-agreement-goldman-sachs-group-inc.html","title":{"rendered":"Shareholders&#8217; Agreement &#8211; Goldman Sachs Group Inc."},"content":{"rendered":"<pre>\n                             SHAREHOLDERS' AGREEMENT\n\n                  This Shareholders' Agreement (this 'Agreement'), among The\nGoldman Sachs Group, Inc., a Delaware corporation ('GS Inc.'), and the Covered\nPersons listed on Appendix A hereto, as such Appendix A may be amended from time\nto time pursuant to the provisions hereof.\n\n                                   WITNESSETH:\n\n                  WHEREAS, the Covered Persons are beneficial owners of shares\nof Common Stock, par value $0.01 per share, of GS Inc. (the 'Common Stock').\n\n                  WHEREAS, the Covered Persons desire to address herein certain\nrelationships among themselves with respect to the voting and disposition of\ntheir shares of Common Stock and various other matters and desire to give to the\nShareholders' Committee (hereinafter defined) the power to enforce their\nagreements with respect thereto.\n\n                  NOW, THEREFORE, in consideration of the premises and of the\nmutual agreements, covenants and provisions herein contained, the parties hereto\nagree as follows:\n\n\n                                    ARTICLE I\n                          DEFINITIONS AND OTHER MATTERS\n\n                  Section 1.1 Definitions. The following words and phrases as\nused herein shall have the following meanings, except as otherwise expressly\nprovided or unless the context otherwise requires:\n\n                  (a) A Covered Person 'acquires' Covered Shares when such\n         Covered Person first acquires beneficial ownership over such Covered\n         Shares.\n\n                  (b) This 'Agreement' shall have the meaning ascribed to such\n         term in the Recitals.\n\n                  (c) A 'beneficial owner' of a security includes any person\n         who, directly or indirectly, through any contract, arrangement,\n         understanding, relationship or otherwise has or shares: (i) voting\n         power, which includes the power to vote, or to direct the voting of,\n         such security and\/or (ii) investment power, which includes the power to\n         dispose, or to direct the disposition of, such security, but for\n         purposes of this Agreement a person shall not be deemed a beneficial\n         owner of\n         (A) Common Stock solely by virtue of the application of Exchange Act\n         Rule 13d-3(d) or Exchange Act Rule 13d-5 as in effect on the date\n         hereof (B) Common Stock solely by virtue of the possession of the legal\n         right to vote securities under applicable state or other law (such as\n         by proxy or power of attorney) or (C) Common Stock held of record by a\n         'private foundation' subject to the requirements of Section 509 of the\n         Code. 'Beneficially own' and 'beneficial ownership' shall have\n         correlative meanings.\n\n                  (d) 'Code' shall mean the Internal Revenue Code of 1986, as\n         amended from time to time, and the applicable rulings and regulations\n         thereunder.\n\n                  (e) 'Common Stock' shall have the meaning ascribed to such\n         term in the Recitals.\n\n                  (f) 'Company' shall mean GS Inc., together with its\n         Subsidiaries.\n\n                  (g) 'Continuing Provisions' shall have the meaning ascribed to\n         such term in Section 7.1(b).\n\n                  (h) 'Covered Persons' shall mean those persons from time to\n         time listed on Appendix A hereto, and all persons who may become\n         parties to this Agreement and whose name is required to be listed on\n         Appendix A hereto, in each case in accordance with the terms hereof.\n\n                  (i) A Covered Person's 'Covered Shares' shall mean any shares\n         of Common Stock acquired from the Company by such Covered Person and\n         beneficially owned by such Covered Person at the time in question, but\n         shall not include (i) Common Stock beneficially owned as a result of\n         (A) an acquisition, directly or indirectly, from the Company in an\n         underwritten public offering or (B) conversion of securities\n         convertible into Common Stock, where beneficial ownership of the\n         convertible securities was acquired in a transaction described in\n         clause (A) above, (ii) Excluded Shares (as defined in the Plan of\n         Incorporation), (iii) any other Common Stock excluded from the\n         definition of Covered Shares by action of the Board of Directors of GS\n         Inc. prior to the IPO Date or (iv) any other Common Stock acquired\n         under a deferred compensation or employee benefit plan and excluded\n         from the definition of Covered Shares by action of the Board of\n         Directors of GS Inc. and the Shareholders' Committee after the IPO\n         Date. 'Covered Shares' shall also include the securities that are\n         defined to be 'Covered Shares' in Section 6.4.\n\n\n                                      -2-\n                  (j) The term 'employee' shall mean any person employed by the\n         Company who receives compensation, other than a person receiving\n         compensation in the nature of a consulting fee, a pension or a\n         retainer.\n\n                  (k) 'Employee Covered Person' shall mean a Covered Person who\n         is an employee of the Company at the time in question.\n\n                  (l) 'Exchange Act' shall mean the Securities Exchange Act of\n         1934, as amended to date and as further amended from time to time.\n\n                  (m) A reference to an 'Exchange Act Rule' shall mean such rule\n         or regulation of the Securities and Exchange Commission under the\n         Exchange Act, as in effect from time to time or as replaced by a\n         successor rule thereto.\n\n                  (n) 'General Transfer Restrictions' shall have the meaning\n         ascribed to such term in Section 2.2 hereof.\n\n                  (o) 'GS Inc.' shall have the meaning ascribed to such term in\n         the Recitals.\n\n                  (p) 'IPO Date' shall mean the closing date of the initial\n         public offering of the Common Stock.\n\n                  (q) 'Permitted Basket Transaction' shall mean the purchase or\n         sale of, or the establishment of a long or short position in, a basket\n         or index of securities (or of a derivative financial instrument with\n         respect to a basket or index of securities) that includes securities of\n         GS Inc., in each case if such purchase, sale or establishment is\n         permitted under the Company's policy on hedging with respect to\n         securities of GS Inc. as announced from time to time.\n\n                  (r) A 'person' shall include, as applicable, any individual,\n         estate, trust, corporation, partnership, limited liability company,\n         unlimited liability company, foundation, association or other entity.\n\n                  (s) 'Plan of Incorporation' shall mean the plan for the\n         incorporation and reorganization of the business of The Goldman Sachs\n         Group, L.P. approved by the Schedule II Limited Partners thereof on\n         March 8, 1999, as amended from time to time.\n\n                  (t) 'PLP Transfer Restrictions' shall have the meaning\n         ascribed to such term in Section 2.1 hereof.\n\n\n                                       -3-\n                  (u) 'Preliminary Vote' shall have the meaning ascribed to such\n         term in Section 4.1 hereof.\n\n                  (v) 'Restricted Person' shall mean any person that is not (i)\n         a Covered Person or (ii) a director, officer or employee of the Company\n         acting in such person's capacity as a director, officer or employee;\n         provided, however, that for purposes of Section 6.1(c) only, the term\n         'Restricted Person' shall not include Sumitomo Bank Capital Markets,\n         Inc. and\/or Kamehameha Activities Association to the extent that either\n         or both of such parties are included in such group solely by virtue of\n         their being parties to Voting Agreements, each dated as of April 30,\n         1999, with GS Inc., as amended from time to time.\n\n                  (w) 'Shareholders' Committee' shall mean the body constituted\n         to administer the terms and provisions of this Agreement pursuant to\n         Article V hereof.\n\n                  (x) 'Sole Beneficial Owner' shall mean a person who is the\n         beneficial owner of Covered Shares, who does not share beneficial\n         ownership of such Covered Shares with any other person (other than\n         pursuant to this Agreement or applicable community property laws) and\n         who is the only person (other than pursuant to applicable community\n         property laws) with a direct economic interest in the Covered Shares.\n         An economic interest of the Company as pledgee shall be disregarded for\n         this purpose.\n\n                  (y) 'Subsidiary' shall mean any person in which GS Inc. owns,\n         directly or indirectly, a majority of the equity economic or voting\n         ownership interest.\n\n                  (z) 'The Goldman Sachs Defined Contribution Plan' shall mean\n         The Goldman Sachs Defined Contribution Plan adopted by the Board of\n         Directors of GS Inc. on May 7, 1999, as amended or supplemented from\n         time to time, and any successors to such Plan.\n\n                  (aa) 'Transfer' shall mean any sale, transfer, pledge,\n         hypothecation or other disposition, whether direct or indirect, whether\n         or not for value, and shall include any disposition of the economic or\n         other risks of ownership of Common Stock, including short sales of\n         securities of GS Inc., option transactions (whether physical or cash\n         settled) with respect to securities of GS Inc., use of equity or other\n         derivative financial instruments relating to securities of GS Inc. and\n         other hedging arrangements with respect to securities of GS Inc., in\n         each such case other than Permitted Basket Transactions.\n         Notwithstanding the foregoing, bona fide pledges of Common Stock\n         approved by GS Inc. and foreclosures pursuant thereto shall not\n         constitute Transfers within the meaning of this definition.\n\n\n                                       -4-\n                  (ab) 'Transfer Restrictions' shall mean the General Transfer\n         Restrictions and the PLP Transfer Restrictions.\n\n                  (ac) 'vote' shall include actions taken or proposed to be\n         taken by written consent.\n\n                  (ad) 'Voted Covered Shares' shall have the meaning ascribed to\n         such term in Section 4.2(a).\n\n                  (ae) 'Voting Interests' shall have the meaning ascribed to\n         such term in Section 4.1 hereof.\n\n                  Section 1.2 Gender. For the purposes of this Agreement, the\nwords 'he,' 'his' or 'himself' shall be interpreted to include the masculine,\nfeminine and corporate, other entity or trust form.\n\n\n                                   ARTICLE II\n                        LIMITATIONS ON TRANSFER OF SHARES\n\n                  Section 2.1 General. Each Covered Person agrees that such\nCovered Person shall not Transfer any Covered Shares beneficially owned by such\nCovered Person, except in accordance with all of the following: (a) the terms of\nthis Agreement, (b) the restrictions on transferability of Common Stock\ncontained in the Plan of Incorporation (the 'PLP Transfer Restrictions'), if\napplicable, and (c) the terms of any other contract or agreement with the\nCompany or other undertaking by which such Covered Person is bound and to which\nsuch Covered Shares are subject.\n\n                  Section 2.2 General Transfer Restrictions. Each Covered Person\nagrees that for so long as such Covered Person is an Employee Covered Person\nsuch Covered Person shall at all times be the Sole Beneficial Owner of at least\nthat number of Covered Shares which equals 25% of the aggregate number of\nCovered Shares (a) beneficially owned by such Covered Person at the time such\nCovered Person became a Covered Person and (b) beneficial ownership of which is\nacquired by such Covered Person thereafter, with no reduction in such aggregate\nnumber for Covered Shares disposed of by such Covered Person (the 'General\nTransfer Restrictions'). For purposes of this Section 2.2 only, Covered Shares\nheld by the trust underlying The Goldman Sachs Defined Contribution Plan and\nallocated to a Covered Person shall not be deemed to be beneficially owned by\nsuch Covered Person until such Covered Shares are distributed to such Covered\nPerson in accordance with the terms of The Goldman Sachs Defined Contribution\nPlan. For purposes of this Section 2.2 only, when a delivery of Covered Shares\nis made by GS Inc. or by the trustee of the trust underlying The Goldman Sachs\n\n\n                                       -5-\nDefined Contribution Plan to a Covered Person net of Covered Shares to be\nwithheld for tax purposes or to be paid for the receipt of such delivered\nCovered Shares, the recipient of such delivered number of Covered Shares shall\nbe treated as if such Covered Person acquired the total (gross) number of\nCovered Shares to be delivered before giving effect to any such withholding or\npayment.\n\n                  Section 2.3    Compliance with Certain Restrictions.\n\n                  (a) Each Covered Person agrees that, with respect to all\n         Common Stock beneficially owned by such Covered Person, such Covered\n         Person shall comply with the restrictions on transfer imposed by\n         Section 6(e) of the Underwriting Agreement, dated as of May 3, 1999,\n         among GS Inc. and the several underwriters named therein, whether or\n         not said Section refers to such Covered Person by name.\n\n                  (b) Each Employee Covered Person agrees that, with respect to\n         all Common Stock beneficially owned by such Employee Covered Person,\n         and each Covered Person who is not an Employee Covered Person agrees\n         that, with respect to all Covered Shares beneficially owned by such\n         Covered Person which could not then be Transferred without contravening\n         the PLP Transfer Restrictions, at the request of GS Inc. such Covered\n         Person shall comply with any future restrictions on transfer imposed by\n         or with the consent of GS Inc. from time to time in connection with any\n         future offerings of securities of GS Inc., whether by GS Inc. or by any\n         securityholder of GS Inc. and whether or not such restrictions on\n         transfer refer to such Covered Person by name.\n\n                  (c) Each Employee Covered Person agrees that, with respect to\n         all Common Stock beneficially owned by such Employee Covered Person,\n         such Employee Covered Person will comply with any restrictions imposed\n         by the Company from time to time to enable the Company or any party to\n         an agreement with the Company to account for a business combination by\n         the pooling of interests method.\n\n                  Section 2.4 Holding of Covered Shares in Custody and in\nNominee Name; Legend on Certificates; Entry of Stop Transfer Orders.\n\n                  (a) Each Covered Person understands and agrees that all\n         Covered Shares beneficially owned by each Employee Covered Person and\n         all Covered Shares which could not then be Transferred without\n         contravening the PLP Transfer Restrictions beneficially owned by each\n         Covered Person who is not an Employee Covered Person (in each case\n         other than Covered Shares held of record by a trustee in a compensation\n         or benefit plan administered by the Company and other\n\n\n                                       -6-\n         Covered Shares that have been pledged to the Company to secure the\n         performance of such Covered Person's obligations under any agreement\n         with the Company) shall be registered in the name of a nominee for such\n         Covered Person and shall be held in the custody of a custodian until\n         otherwise determined by the Shareholders' Committee or the Board of\n         Directors of GS Inc. or until such time as such Covered Shares are\n         released pursuant to Section 2.4(e) or Section 2.4(f) hereof (whichever\n         occurs first), and each Covered Person agrees to assign, endorse and\n         register for transfer into such nominee name or deliver to such\n         custodian any such Covered Shares which are not so registered or so\n         held, as the case may be. The form of the custody agreement and the\n         identity of the custodian and nominee must be satisfactory in form and\n         substance to the Shareholders' Committee and GS Inc.\n\n                  (b) Whenever the nominee holder shall receive any dividend or\n         other distribution upon any Covered Shares other than in Covered\n         Shares, the Shareholders' Committee will give or cause to be given\n         notice or direction to the applicable nominee and\/or custodian referred\n         to in paragraph (a) to permit the prompt distribution of such dividend\n         or distribution to the beneficial owner of such Covered Shares, net of\n         any tax withholding amounts required to be withheld by the nominee,\n         unless the distribution of such dividend or distribution is restricted\n         by the terms of another agreement between the Covered Person and the\n         Company known to the Shareholders' Committee.\n\n                  (c) Each Covered Person understands and agrees that any\n         outstanding certificate representing Covered Shares beneficially owned\n         by an Employee Covered Person or representing Covered Shares which\n         could not then be Transferred without contravening the PLP Transfer\n         Restrictions beneficially owned by a Covered Person who is not an\n         Employee Covered Person, and any agreement or other instrument\n         evidencing restricted stock units, options or other rights to receive\n         or acquire Covered Shares beneficially owned by such Covered Person,\n         may bear a legend noted conspicuously on each such certificate,\n         agreement or other instrument reading substantially as follows:\n\n                  'THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\n                  THE PROVISIONS OF EITHER OR BOTH OF A SHAREHOLDERS' AGREEMENT\n                  AMONG THE GOLDMAN SACHS GROUP, INC. ('GS INC.') AND THE\n                  PERSONS NAMED THEREIN AND A PLAN OF INCORPORATION OF THE\n                  GOLDMAN SACHS GROUP, L.P., COPIES OF WHICH ARE ON FILE AT THE\n                  PRINCIPAL EXECUTIVE OFFICE OF GS INC. AND WHICH, AMONG OTHER\n                  MATTERS, PLACE RESTRICTIONS ON THE DISPOSITION AND VOTING OF\n                  SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS\n                  CERTIFICATE MAY BE\n\n\n                                       -7-\n                  SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED,\n                  HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE\n                  THEREWITH.'\n\n                  (d) Each Covered Person agrees and consents to the entry of\n         stop transfer orders against the transfer of Covered Shares subject to\n         Transfer Restrictions except in compliance with this Agreement.\n\n                  (e) The Shareholders' Committee shall develop procedures for\n         releasing all Covered Shares of each Covered Person who is not an\n         Employee Covered Person which could then be Transferred without\n         contravening any Transfer Restrictions to or at the direction of such\n         Covered Person free and clear of all restrictions and legends described\n         in this Section 2.4.\n\n                  (f) The Shareholders' Committee shall also develop procedures\n         for releasing (free and clear of all restrictions and legends described\n         in this Section 2.4) a specified number of Covered Shares of an\n         Employee Covered Person upon the request of any Covered Person and to\n         or at the direction of such Employee Covered Person, provided that such\n         request is accompanied by a certificate of such requesting Covered\n         Person (i) indicating such requesting Covered Person's intention to\n         Transfer promptly such specified number of Covered Shares and (ii)\n         establishing that such specified number of Covered Shares are then\n         permitted to be Transferred without contravening any Transfer\n         Restrictions (which evidence must be satisfactory to the Shareholders'\n         Committee).\n\n\n                                   ARTICLE III\n                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES\n\n                  Each Covered Person severally represents and warrants for\nhimself that:\n\n                  (a) Such Covered Person has (and with respect to Covered\n         Shares to be acquired, will have) good, valid and marketable title to\n         the Covered Shares, free and clear of any pledge, lien, security\n         interest, charge, claim, equity or encumbrance of any kind, other than\n         pursuant to this Agreement, the Plan of Incorporation or another\n         agreement with the Company by which such Covered Person is bound and to\n         which the Covered Shares are subject; and\n\n                  (b) (if the Covered Person is other than a natural person,\n         with respect to subsections (i) through (x), and if the Covered Person\n         is a natural person, with respect to subsections (iv) through (x)\n         only): (i) such Covered Person is duly organized and validly existing\n         in good standing under the laws of the jurisdiction\n\n\n                                       -8-\n         of such Covered Person's formation; (ii) such Covered Person has full\n         right, power and authority to enter into and perform this Agreement;\n         (iii) the execution and delivery of this Agreement and the performance\n         of the transactions contemplated herein have been duly authorized, and\n         no further proceedings on the part of such Covered Person are necessary\n         to authorize the execution, delivery and performance of this Agreement;\n         and this Agreement has been duly executed by such Covered Person; (iv)\n         the person signing this Agreement on behalf of such Covered Person has\n         been duly authorized by such Covered Person to do so; (v) this\n         Agreement constitutes the legal, valid and binding obligation of such\n         Covered Person, enforceable against such Covered Person in accordance\n         with its terms (subject to bankruptcy, insolvency, fraudulent transfer,\n         reorganization, moratorium and similar laws of general applicability\n         relating to or affecting creditors' rights and to general equity\n         principles); (vi) neither the execution and delivery of this Agreement\n         by such Covered Person nor the consummation of the transactions\n         contemplated herein conflicts with or results in a breach of any of the\n         terms, conditions or provisions of any agreement or instrument to which\n         such Covered Person is a party or by which the assets of such Covered\n         Person are bound (including without limitation the organizational\n         documents of such Covered Person, if such Covered Person is other than\n         a natural person), or constitutes a default under any of the foregoing,\n         or violates any law or regulation; (vii) such Covered Person has\n         obtained all authorizations, consents, approvals and clearances of all\n         courts, governmental agencies and authorities, and any other person, if\n         any (including the spouse of such Covered Person with respect to the\n         interest of such spouse in the Covered Shares of such Covered Person if\n         the consent of such spouse is required), required to permit such\n         Covered Person to enter into this Agreement and to consummate the\n         transactions contemplated herein; (viii) there are no actions, suits or\n         proceedings pending, or, to the knowledge of such Covered Person,\n         threatened against or affecting such Covered Person or such Covered\n         Person's assets in any court or before or by any federal, state,\n         municipal or other governmental department, commission, board, bureau,\n         agency or instrumentality which, if adversely determined, would impair\n         the ability of such Covered Person to perform this Agreement; (ix) the\n         performance of this Agreement will not violate any order, writ,\n         injunction, decree or demand of any court or federal, state, municipal\n         or other governmental department, commission, board, bureau, agency or\n         instrumentality to which such Covered Person is subject; and (x) no\n         statement, representation or warranty made by such Covered Person in\n         this Agreement, nor any information provided by such Covered Person for\n         inclusion in a report filed pursuant to Section 6.3 hereof or in a\n         registration statement filed by GS Inc. contains or will contain any\n         untrue statement of a material fact or omits or will omit to state a\n         material fact necessary in order to make the statements,\n         representations or warranties contained herein or information provided\n         therein not misleading.\n\n\n                                       -9-\n                  Each Covered Person severally agrees for himself that the\nforegoing provision of this Article III shall be a continuing representation and\ncovenant of such Covered Person during the period that such person shall be a\nCovered Person and shares of Common Stock of such person shall be Covered\nShares, and such Covered Person shall take all actions as shall from time to\ntime be necessary to cure any breach or violation and to obtain any\nauthorizations, consents, approvals and clearances in order that such\nrepresentations shall be true and correct during the foregoing period.\n\n\n                                   ARTICLE IV\n                                VOTING AGREEMENT\n\n                  Section 4.1 Preliminary Vote of Covered Persons. Prior to any\nvote of the stockholders of GS Inc. there shall be a separate, preliminary vote,\non each matter upon which a stockholder vote is proposed to be taken (each, a\n'Preliminary Vote'), of the Covered Shares beneficially owned by (a) through\nDecember 31, 2000, all Covered Persons, and (b) on and after January 1, 2001,\nthe Employee Covered Persons (including in both clause (a) and (b) and for the\npurpose of this Article IV shares of Common Stock held by the trust underlying\nThe Goldman Sachs Defined Contribution Plan and allocated to Covered Persons (in\nthe case of clause (a)) and Employee Covered Persons (in the case of clause (b))\nwho are participants therein) (such Covered Shares at any such time, the 'Voting\nInterests'). The Preliminary Vote shall be conducted pursuant to procedures\nestablished by the Shareholders' Committee.\n\n                  Section 4.2 Voting of the Voting Interests.\n\n                  (a) Other than in elections of directors, every Covered Share\n         beneficially owned by an Employee Covered Person, every Covered Share\n         which could not then be Transferred without contravening the PLP\n         Transfer Restrictions beneficially owned by any Covered Person who is\n         not an Employee Covered Person and every Covered Share held by the\n         trust underlying The Goldman Sachs Defined Contribution Plan and\n         allocated to a Covered Person (collectively, the 'Voted Covered\n         Shares') shall be voted in accordance with the vote of the majority of\n         the votes cast on the matter in question by the Voting Interests in the\n         Preliminary Vote.\n\n                  (b) In elections of directors, every Voted Covered Share shall\n         be voted in favor of the election of those persons, equal in number to\n         the number of such positions to be filled, receiving the highest\n         numbers of votes cast by the Voting Interests in the Preliminary Vote.\n\n                  Section 4.3 Irrevocable Proxy and Power of Attorney.\n\n\n                                      -10-\n                  (a) By his signature hereto, each Covered Person hereby gives\n         the Shareholders' Committee, with full power of substitution and\n         resubstitution, an irrevocable proxy to vote or otherwise act with\n         respect to all of the Covered Person's Voted Covered Shares, as fully,\n         to the same extent and with the same effect as such Covered Person\n         might or could do under any applicable laws or regulations governing\n         the rights and powers of stockholders of a Delaware corporation and (i)\n         directs that such proxy shall be voted in connection with such matters\n         as are the subject of a Preliminary Vote as provided in this Agreement\n         --in accordance with such Preliminary Vote, (ii) authorizes the holder\n         of such proxy to vote on such other matters as may come before a\n         meeting of stockholders of GS Inc. or any adjournment thereof and as\n         are related, directly or indirectly, to the matter which was the\n         subject of the Preliminary Vote -- as the aforementioned persons see\n         fit in their discretion but in a manner consistent with the Preliminary\n         Vote, and (iii) authorizes the holder of such proxy to vote on such\n         other matters as may come before a meeting of stockholders of GS Inc.\n         or any adjournment thereof (including matters related to adjournment\n         thereof) -- as the aforementioned persons see fit in their discretion\n         but not to cast any vote under this clause (iii) which is inconsistent\n         with the Preliminary Vote or which would achieve an outcome that would\n         frustrate the intent of the Preliminary Vote. Each such Covered Person\n         hereby affirms that this proxy is given as a term of this Agreement and\n         as such is coupled with an interest and is irrevocable. It is further\n         understood and agreed by each such Covered Person that this proxy may\n         be exercised by the aforementioned persons with respect to all Voted\n         Covered Shares of such Covered Person for the period beginning on the\n         date hereof and ending on the date this Agreement shall have been\n         terminated pursuant to Section 7.1(a) hereof.\n\n                  (b) By his signature hereto, each Covered Person appoints the\n         Shareholders' Committee, with full power of substitution and\n         resubstitution, his true and lawful attorney-in-fact to direct, in\n         accordance with the provisions of this Article IV, the voting of any\n         Voted Covered Shares held of record by any other person but\n         beneficially owned by such Covered Person (including Voted Covered\n         Shares held by the trust underlying The Goldman Sachs Defined\n         Contribution Plan and allocated to such Covered Person), granting to\n         such attorneys, and each of them, full power and authority to do and\n         perform each and every act and thing whatsoever that such attorney or\n         attorneys may deem necessary, advisable or appropriate to carry out\n         fully the intent of Section 4.2 and Section 4.3(a) as such Covered\n         Person might or could do personally, hereby ratifying and confirming\n         all acts and things that such attorney or attorneys may do or cause to\n         be done by virtue of this power of attorney. It is understood and\n         agreed by each such Covered Person that this appointment, empowerment\n         and authorization may be exercised by the aforementioned persons with\n         respect to all Voted Covered Shares of such Covered Person, and held of\n         record by another person, for the period beginning on\n\n\n                                      -11-\n         the date hereof and ending on the date this Agreement shall have been\n         terminated pursuant to Section 7.1(a) hereof.\n\n\n                                    ARTICLE V\n                             SHAREHOLDERS' COMMITTEE\n\n                  Section 5.1 Constituency. The Shareholders' Committee shall at\nany time consist of each of those individuals who are both Employee Covered\nPersons and members of the Board of Directors of GS Inc. and who agree to serve\nas members of the Shareholders' Committee.\n\n                  Section 5.2 Additional Members. If there are less than three\nindividuals who are both Employee Covered Persons and members of the Board of\nDirectors of GS Inc. and who agree to serve as members of the Shareholders'\nCommittee, the Shareholders' Committee shall consist of each such individual\nplus such additional individuals who are Employee Covered Persons and who are\nselected pursuant to procedures established by the Shareholders' Committee as\nshall assure a Shareholders' Committee of not less than three members who are\nEmployee Covered Persons.\n\n                  Section 5.3 Determinations of and Actions by the Shareholders'\nCommittee.\n\n                  (a) All determinations necessary or advisable under this\n         Agreement (including determinations of beneficial ownership) shall be\n         made by the Shareholders' Committee, whose determinations shall be\n         final and binding. The Shareholders' Committee's determinations under\n         this Agreement and the Plan of Incorporation and actions (including\n         waivers) hereunder and thereunder need not be uniform and may be made\n         selectively among Covered Persons (whether or not such Covered Persons\n         are similarly situated).\n\n                  (b) Each Covered Person recognizes and agrees that the members\n         of the Shareholders' Committee in acting hereunder shall at all times\n         be acting in their individual capacities and not as directors or\n         officers of the Company and in so acting or failing to act shall not\n         have any fiduciary duties to the Covered Persons as a member of the\n         Shareholders' Committee by virtue of the fact that one or more of such\n         members may also be serving as a director or officer of the Company or\n         otherwise.\n\n                  (c) The Shareholders' Committee shall act through a majority\n         vote of its members and such actions may be taken in person at a\n         meeting or by a written instrument signed by all of the members.\n\n\n                                      -12-\n                  Section 5.4 Certain Obligations of the Shareholders'\nCommittee. The Shareholders' Committee shall be obligated (a) to attend as\nproxy, or cause a person designated by it and acting as lawful proxy to attend\nas proxy, each meeting of the stockholders of GS Inc. and to vote or to cause\nsuch designee to vote the Covered Shares over which it has the power to vote in\naccordance with the results of the Preliminary Vote as set forth in Section 4.2,\nand (b) to develop procedures governing Preliminary Votes and other votes and\nactions to be taken pursuant to this Agreement.\n\n\n                                   ARTICLE VI\n                         OTHER AGREEMENTS OF THE PARTIES\n\n                  Section 6.1 Standstill Provisions. Each Covered Person agrees\nthat such Covered Person shall not, directly or indirectly, alone or in concert\nwith any other person, (a) make, or in any way participate in, any\n'solicitation' of 'proxies' (as such terms are defined in Exchange Act Rule\n14a-1) relating to any securities of the Company to or with any Restricted\nPerson; (b) deposit any Covered Shares in a voting trust or subject any Covered\nShares to any voting agreement or arrangement that includes as a party any\nRestricted Person; (c) form, join or in any way participate in a group (as\ncontemplated by Exchange Act Rule 13d-5(b)) with respect to any securities of\nthe Company (or any securities the ownership of which would make the owner\nthereof a beneficial owner of securities of the Company (for this purpose as\ndetermined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5)) that\nincludes as a party any Restricted Person; (d) make any announcement subject to\nExchange Act Rule 14a-1(l)(2)(iv) to any Restricted Person; (e) initiate or\npropose any 'shareholder proposal' subject to Exchange Act Rule 14a-8; (f)\ntogether with any Restricted Person, make any offer or proposal to acquire any\nsecurities or assets of GS Inc. or any of its Subsidiaries or solicit or propose\nto effect or negotiate any form of business combination, restructuring,\nrecapitalization or other extraordinary transaction involving, or any change in\ncontrol of, GS Inc., its Subsidiaries or any of their respective securities or\nassets; (g) together with any Restricted Person, seek the removal of any\ndirectors or a change in the composition or size of the board of directors of GS\nInc.; (h) together with any Restricted Person, in any way participate in a call\nfor any special meeting of the stockholders of GS Inc.; or (i) assist, advise or\nencourage any person with respect to, or seek to do, any of the foregoing.\n\n                  Section 6.2 Expenses.\n\n                  (a) GS Inc. shall be responsible for all expenses of the\n         members of the Shareholders' Committee incurred in the operation and\n         administration of this Agreement, including expenses of proxy\n         solicitation for and tabulation of the Preliminary Vote, expenses\n         incurred in preparing appropriate filings and correspondence with the\n         Securities and Exchange Commission, lawyers', accountants',\n\n\n                                      -13-\n         agents', consultants', experts', investment banking and other\n         professionals' fees, expenses incurred in enforcing the provisions of\n         this Agreement, expenses incurred in maintaining any necessary or\n         appropriate books and records relating to this Agreement and expenses\n         incurred in the preparation of amendments to and waivers of provisions\n         of this Agreement.\n\n                  (b) Each Covered Person shall be responsible for all expenses\n         of such Covered Person incurred in connection with the compliance by\n         such Covered Person with his obligations under this Agreement,\n         including expenses incurred by the Shareholders' Committee or GS Inc.\n         in enforcing the provisions of this Agreement relating to such\n         obligations.\n\n                  Section 6.3 Filing of Schedule 13D or 13G.\n\n                  (a) In the event that a Covered Person is required to file a\n         report of beneficial ownership on Schedule 13D or 13G with respect to\n         the Covered Shares beneficially owned by him (for this purpose as\n         determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5),\n         such Covered Person agrees that, unless otherwise directed by the\n         Shareholders' Committee, such Covered Person will not file a separate\n         such report, but will file a report together with the other Covered\n         Persons, containing the information required by the Exchange Act, and\n         such Covered Person understands and agrees that such report shall be\n         filed on his behalf by the Shareholders' Committee or any member\n         thereof. Such Covered Person shall cooperate fully with the other\n         Covered Persons and the Shareholders' Committee to achieve the timely\n         filing of any such report and any amendments thereto as may be\n         required, and such Covered Person agrees that any information\n         concerning such Covered Person which such Covered Person furnishes in\n         connection with the preparation and filing of such report will be\n         complete and accurate.\n\n                  (b) By his signature hereto, each Covered Person appoints the\n         Shareholders' Committee and each member thereof, with full power of\n         substitution and resubstitution, his true and lawful attorney-in-fact\n         to execute such reports and any and all amendments thereto and to file\n         such reports with all exhibits thereto and other documents in\n         connection therewith with the Securities and Exchange Commission,\n         granting to such attorneys, and each of them, full power and authority\n         to do and perform each and every act and thing whatsoever that such\n         attorney or attorneys may deem necessary, advisable or appropriate to\n         carry out fully the intent of this Section 6.3 as such Covered Person\n         might or could do personally, hereby ratifying and confirming all acts\n         and things that such attorney or attorneys may do or cause to be done\n         by virtue of this power of attorney. Each Covered Person hereby further\n         designates such attorneys as such Covered Person's\n\n\n                                      -14-\n         agents authorized to receive notices and communications with respect to\n         such reports and any amendments thereto. It is understood and agreed by\n         each such Covered Person that this appointment, empowerment and\n         authorization may be exercised by the aforementioned persons for the\n         period beginning on the date hereof and ending on the date such Covered\n         Person is no longer subject to the provisions of this Agreement (and\n         shall extend thereafter for such time as is required to reflect that\n         such Covered Person is no longer a party to this Agreement).\n\n                  Section 6.4 Adjustment upon Changes in Capitalization;\nAdjustments upon Changes of Control; Representatives, Successors and Assigns.\n\n                  (a) In the event of any change in the outstanding Common Stock\n         by reason of stock dividends, stock splits, reverse stock splits,\n         spin-offs, split-ups, recapitalizations, combinations, exchanges of\n         shares and the like, the term 'Covered Shares' shall refer to and\n         include the securities received or resulting therefrom, but only to the\n         extent such securities are received in exchange for or in respect of\n         Covered Shares. Upon the occurrence of any event described in the\n         immediately preceding sentence, the Shareholders' Committee shall make\n         such adjustments to or interpretations of the restrictions of Section\n         2.2 (and, if it so determines, any other provisions hereof) as it shall\n         deem necessary or desirable to carry out the intent of such\n         provision(s). If the Shareholders' Committee deems it desirable, any\n         such adjustments may take effect from the record date, the 'when issued\n         trading date', the 'ex dividend date' or another appropriate date.\n\n                  (b) In the event of any business combination, restructuring,\n         recapitalization or other extraordinary transaction involving GS Inc.,\n         its Subsidiaries or any of their respective securities or assets as a\n         result of which the Covered Persons shall hold voting securities of a\n         person other than GS Inc., the Covered Persons agree that this\n         Agreement shall also continue in full force and effect with respect to\n         such voting securities of such other person formerly representing or\n         distributed in respect of Covered Shares of GS Inc., and the terms\n         'Covered Shares,' 'Common Stock' and 'Voting Interests,' and 'GS Inc.'\n         and 'Company,' shall refer to such voting securities formerly\n         representing or distributed in respect of Covered Shares of GS Inc. and\n         such person, respectively. Upon the occurrence of any event described\n         in the immediately preceding sentence, the Shareholders' Committee\n         shall make such adjustments to or interpretations of the restrictions\n         of Section 2.2 (and, if it so determines, any other provisions hereof)\n         as it shall deem necessary or desirable to carry out the intent of such\n         provision(s). If the Shareholders' Committee deems it desirable, any\n         such adjustments may take effect from the record date or another\n         appropriate date.\n\n\n                                      -15-\n                  (c) This Agreement shall be binding upon and inure to the\n         benefit of the respective legatees, legal representatives, successors\n         and assigns of the Covered Persons (and GS Inc. in the event of a\n         transaction described in Section 6.4(b) hereof); provided, however,\n         that a Covered Person may not assign this Agreement or any of his\n         rights or obligations hereunder without the prior written consent of GS\n         Inc., and any assignment without such consent by a Covered Person shall\n         be void; and provided further that no assignment of this Agreement by\n         GS Inc. or to a successor of GS Inc. (by operation of law or otherwise)\n         shall be valid unless such assignment is made to a person which\n         succeeds to the business of GS Inc.\n         substantially as an entirety.\n\n                  Section 6.5 Further Assurances. Each Covered Person agrees to\nexecute such additional documents and take such further action as may be\nreasonably necessary to effect the provisions of this Agreement.\n\n\n                                   ARTICLE VII\n                                  MISCELLANEOUS\n\n                  Section 7.1 Term of the Agreement; Termination of Certain\nProvisions.\n\n                  (a) The term of this Agreement shall continue until the first\n         to occur of January 1, 2050 and such time as this Agreement is\n         terminated by the affirmative vote of not less than 66 2\/3% of the\n         outstanding Voting Interests. If this Agreement is terminated prior to\n         the expiration or termination of the restrictions on transfer referred\n         to in Section 2.3(a), such restrictions on transfer shall continue to\n         apply in accordance with the provisions of Section 6(e) of the\n         Underwriting Agreement referred to in Section 2.3(a) unless waived or\n         terminated as provided in said Underwriting Agreement. If this\n         Agreement is terminated prior to the expiration or termination of the\n         PLP Transfer Restrictions, the PLP Transfer Restrictions shall continue\n         to apply in accordance with the provisions of the Plan of Incorporation\n         unless waived or terminated as provided in the Plan of Incorporation.\n\n                  (b) Unless this Agreement is theretofore terminated pursuant\n         to Section 7.1(a) hereof, any Covered Person who ceases to be an\n         employee for any reason other than death shall no longer be bound by\n         the provisions of Section 2.2 and Section 6.1 hereof (unless such\n         Covered Person is subject to the PLP Transfer Restrictions in which\n         case Section 6.1 shall continue to apply until December 31, 2000) but\n         shall be bound by all other provisions of this Agreement until such\n         time as such Covered Person holds all Covered Shares free from PLP\n         Transfer Restrictions. Thereafter, such Covered Person shall no longer\n         be bound by the provisions of this Agreement (other than Sections 5.3,\n         6.2, 6.3, 6.5, 7.4, 7.5, 7.6,\n\n\n                                      -16-\n         7.8, 7.10 and 7.11 (the 'Continuing Provisions')), and such Covered\n         Person's name shall be removed from Appendix A to this Agreement.\n\n                  (c) Unless this Agreement is theretofore terminated pursuant\n         to Section 7.1(a) hereof, the estate of any Covered Person who ceases\n         to be an employee by reason of death or any Covered Person who ceases\n         to be an employee for any reason other than death and who subsequently\n         dies shall from and after the date of such death be bound only by the\n         restrictions on transfer imposed by Section 2.3(a) hereof and the\n         Continuing Provisions; and upon the expiration of the restrictions in\n         Section 2.3(a), the estate of such Covered Person shall no longer be\n         bound by the provisions of this Agreement (other than the Continuing\n         Provisions), and such Covered Person's name shall be removed from\n         Appendix A to this Agreement.\n\n                  Section 7.2 Amendments.\n\n                  (a) Except as provided in this Section 7.2, provisions of this\n         Agreement may be amended only by the affirmative vote of a majority of\n         the outstanding Voting Interests.\n\n                  (b) This Section 7.2(b), Section 7.1(a) and Section 7.3(a)(i)\n         may be amended only by the affirmative vote of 66 2\/3% of the\n         outstanding Voting Interests. Any amendment of any other provision of\n         this Agreement that would have the effect, in connection with a tender\n         or exchange offer by any person other than the Company as to which the\n         Board of Directors of GS Inc. is recommending rejection, of permitting\n         Transfers which would not be permitted by the terms of this Agreement\n         as theretofore in effect shall also require the affirmative vote of\n         66 2\/3% of the outstanding Voting Interests.\n\n                  (c) This Section 7.2(c), Article V, Section 7.3(b) and any\n         other provision the amendment (or addition) of which has the effect of\n         materially changing the rights or obligations of the Shareholders'\n         Committee hereunder may be amended (or added) either (i) with the\n         approval of the Shareholders' Committee and the affirmative vote of a\n         majority of the Voting Interests or (ii) by the affirmative vote of\n         66 2\/3% of the outstanding Voting Interests.\n\n                  (d) In addition to any other vote or approval that may be\n         required under this Section 7.2, any amendment to the General Transfer\n         Restrictions that would make such General Transfer Restrictions\n         materially more onerous to a Covered Person will not be enforceable\n         against that Covered Person unless that Covered Person has consented to\n         such amendment.\n\n\n                                      -17-\n                  (e) In addition to any other vote or approval that may be\n         required under this Section 7.2, any amendment of this Agreement that\n         has the effect of changing the obligations of GS Inc. hereunder to make\n         such obligations materially more onerous to GS Inc. shall require the\n         approval of GS Inc.\n\n                  (f) In addition to any other vote or approval that may be\n         required under this Section 7.2, any amendment that has the effect of\n         amending the provisions of Section 2.3(a), 2.3(b) or 2.3(c) shall\n         require the approval of GS Inc.\n\n                  (g) Each Covered Person understands that it is intended that\n         each managing director of the Company will be a Covered Person under\n         this Agreement or will become a Covered Person upon his appointment to\n         such position, and each Covered Person further understands that from\n         time to time certain other persons may become Covered Persons and\n         certain Covered Persons will cease to be bound by the provisions of\n         this Agreement pursuant to the terms hereof. Accordingly, this\n         Agreement may be amended by action of the Shareholders' Committee from\n         time to time and without the approval of any other person, but solely\n         for the purposes of (i) adding to Appendix A such persons as shall be\n         made party to this Agreement pursuant to the terms hereof or shall (A)\n         be appointed managing directors of the Company and (B) execute a\n         counterpart of the signature page of this Agreement, such addition to\n         be effective as of the time of such action or appointment and (ii)\n         removing from Appendix A such persons as shall cease to be bound by the\n         provisions of this Agreement pursuant to Sections 7.1(b) or (c) hereof,\n         which additions and removals shall be given effect from time to time by\n         appropriate changes to Appendix A.\n\n                  Section 7.3 Waivers. The Transfer Restrictions and the other\n         provisions of this Agreement may be waived only as provided in this\n         Section 7.3.\n\n                  (a) The holders of the outstanding Voting Interests may waive\n         the Transfer Restrictions and the other provisions of this Agreement\n         without the consent of any other person as follows:\n\n                        (i)      The Transfer Restrictions may be waived, in\n                                 connection with any tender or exchange offer by\n                                 any person other than the Company as to which\n                                 the Board of Directors of GS Inc. is\n                                 recommending rejection at the time of such\n                                 waiver, only by the affirmative vote of 66 2\/3%\n                                 of the outstanding Voting Interests;\n\n                        (ii)     The Transfer Restrictions may be waived, in\n                                 connection with any tender or exchange offer by\n                                 any person other than the\n\n\n                                      -18-\n                                    Company as to which the Board of Directors\n                                    of GS Inc. is recommending acceptance or is\n                                    not making any recommendation with respect\n                                    to acceptance at the time of such waiver,\n                                    only by the affirmative vote of a majority\n                                    of the outstanding Voting Interests;\n\n                           (iii)    The Transfer Restrictions may be waived, in\n                                    connection with any tender or exchange offer\n                                    by the Company, by the affirmative vote of a\n                                    majority of the outstanding Voting\n                                    Interests;\n\n                           (iv)     In all circumstances other than those set\n                                    forth in Section 7.3(a)(i), (ii) and (iii),\n                                    the provisions of this Agreement may be\n                                    waived only by the affirmative vote of a\n                                    majority of the outstanding Voting\n                                    Interests; provided, however, that the\n                                    holders of the outstanding Voting Interests\n                                    may not waive the provisions of this\n                                    Agreement in the circumstances set forth in\n                                    Section 7.3(b); and\n\n                           (v)      In addition to any other action that may be\n                                    required under this Section 7.3(a), any\n                                    waiver that has the effect of waiving the\n                                    provisions of Section 2.3(a), 2.3(b) or\n                                    2.3(c) shall require the approval of GS Inc.\n\n                  (b)      The Shareholders' Committee may waive the Transfer\n         Restrictions and the other provisions of this Agreement without the\n         consent of any other person as follows:\n\n                           (i)      The Shareholders' Committee may waive the\n                                    Transfer Restrictions and the other\n                                    provisions of this Agreement to permit: (A)\n                                    Covered Persons to participate as sellers in\n                                    underwritten public offerings of, and stock\n                                    repurchase programs and tender offers by GS\n                                    Inc. for, Common Stock; (B) Transfers of\n                                    Covered Shares to organizations described in\n                                    Section 501(c)(3) of the Code, including\n                                    gifts to 'private foundations' subject to\n                                    the requirements of Section 509 of the Code;\n                                    (C) Transfers of Covered Shares held in\n                                    employee benefit plans of the Company either\n                                    generally or in particular situations; and\n                                    (D) particular Covered Persons or all\n                                    Covered Persons to Transfer Covered Shares\n                                    in particular situations (such as Transfers\n                                    to family members, partnerships or trusts),\n                                    but not generally (provided that in each of\n                                    (A) through (D),\n\n\n                                      -19-\n                                 waivers of the restrictions imposed by Section\n                                 2.3(a), 2.3(b) and 2.3(c) shall also require\n                                 the prior written consent of GS Inc.);\n\n                        (ii)     The Shareholders' Committee may waive the PLP\n                                 Transfer Restrictions in all circumstances\n                                 other than in connection with a tender or\n                                 exchange offer by any person other than the\n                                 Company; and\n\n                        (iii)    The Shareholders' Committee may waive any or \n                                 all of the Transfer Restrictions and the other\n                                 provisions of this Agreement with respect to\n                                 Covered Shares owned by a person at the time\n                                 the person becomes a managing director of the\n                                 Company or acquired by the person in connection\n                                 with such person's becoming a managing director\n                                 of the Company; provided that such person was\n                                 not an employee of the Company prior to the\n                                 granting of such waiver by the Shareholders'\n                                 Committee.\n\n                  (c) GS Inc. agrees that the PLP Transfer Restrictions shall be\n         deemed to be waived under the Plan of Incorporation if they are waived\n         as provided in this Agreement.\n\n                  (d) In connection with any waiver granted under this\n         Agreement, the Shareholders' Committee or the holders of the percentage\n         of Voting Interests required for the waiver, as the case may be, may\n         impose such conditions as they determine on the granting of such\n         waivers.\n\n                  (e) The failure of the Company or the Shareholders' Committee\n         at any time or times to require performance of any provision of this\n         Agreement shall in no manner affect the rights at a later time to\n         enforce the same. No waiver by the Company or the Shareholders'\n         Committee of the breach of any term contained in this Agreement,\n         whether by conduct or otherwise, in any one or more instances, shall be\n         deemed to be or construed as a further or continuing waiver of any such\n         breach or the breach of any other term of this Agreement.\n\n                  Section 7.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY\nAND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT\nREGARD TO PRINCIPLES OF CONFLICTS OF LAWS.\n\n\n                                      -20-\n                  Section 7.5 Resolution of Disputes.\n\n                  (a) The Shareholders' Committee shall have the sole and\n         exclusive power to enforce the provisions of this Agreement. The\n         Shareholders' Committee may in its sole discretion request GS Inc. to\n         conduct such enforcement, and GS Inc. agrees to conduct such\n         enforcement as requested and directed by the Shareholders' Committee.\n\n                  (b) Without diminishing the finality and conclusive effect of\n         any determination by the Shareholders' Committee of any matter under\n         this Agreement which is provided herein to be determined or proposed by\n         the Shareholders' Committee (and subject to the provisions of\n         paragraphs (c) and (d) hereof), any dispute, controversy or claim\n         arising out of or relating to or concerning the provisions of this\n         Agreement shall be finally settled by arbitration in New York City\n         before, and in accordance with the rules then obtaining of, the New\n         York Stock Exchange, Inc. ('NYSE'), or if the NYSE declines to\n         arbitrate the matter, the American Arbitration Association ('AAA') in\n         accordance with the commercial arbitration rules of the AAA.\n\n                  (c) Notwithstanding the provisions of paragraph (b), and in\n         addition to its right to submit any dispute or controversy to\n         arbitration, the Shareholders' Committee may bring, or may cause GS\n         Inc. to bring, on behalf of the Shareholders' Committee or on behalf of\n         one or more Covered Persons, an action or special proceeding in a state\n         or federal court of competent jurisdiction sitting in the State of\n         Delaware, whether or not an arbitration proceeding has theretofore been\n         or is ever initiated, for the purpose of temporarily, preliminarily or\n         permanently enforcing the provisions of this Agreement and, for the\n         purposes of this paragraph (c), each Covered Person (i) expressly\n         consents to the application of paragraph (d) to any such action or\n         proceeding, (ii) agrees that proof shall not be required that monetary\n         damages for breach of the provisions of this Agreement would be\n         difficult to calculate and that remedies at law would be inadequate and\n         (iii) irrevocably appoints each General Counsel of GS Inc., c\/o The\n         Corporation Trust Company, Corporation Trust Center, 1209 Orange\n         Street, Wilmington, Delaware 19801 as such Covered Person's agent for\n         service of process in connection with any such action or proceeding,\n         who shall promptly advise such Covered Person of any such service of\n         process.\n\n                  (d) (i) EACH COVERED PERSON HEREBY IRREVOCABLY SUBMITS TO THE\n         EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE\n         STATE OF DELAWARE OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR\n         RELATING TO OR CONCERNING THIS AGREEMENT THAT IS NOT OTHERWISE\n         ARBITRATED ACCORDING TO THE PROVISIONS OF PARAGRAPH (B)\n\n\n                                      -21-\n         HEREOF. This includes any suit, action or proceeding to compel\n         arbitration or to enforce an arbitration award. The parties acknowledge\n         that the forum designated by this paragraph (d) has a reasonable\n         relation to this Agreement, and to the parties' relationship with one\n         another. Notwithstanding the foregoing, nothing herein shall preclude\n         the Shareholders' Committee or GS Inc. from bringing any action or\n         proceeding in any other court for the purpose of enforcing the\n         provisions of this Section 7.5.\n\n                  (ii) The agreement of the parties as to forum is independent\n         of the law that may be applied in the action, and they each agree to\n         such forum even if the forum may under applicable law choose to apply\n         non-forum law. The parties hereby waive, to the fullest extent\n         permitted by applicable law, any objection which they now or hereafter\n         may have to personal jurisdiction or to the laying of venue of any such\n         suit, action or proceeding brought in any court referred to in\n         paragraph (d)(i). The parties undertake not to commence any action\n         arising out of or relating to or concerning this Agreement in any forum\n         other than a forum described in paragraph (d)(i). The parties agree\n         that, to the fullest extent permitted by applicable law, a final and\n         non-appealable judgment in any such suit, action or proceeding in any\n         such court shall be conclusive and binding upon the parties.\n\n                  Section 7.6 Relationship of Parties. The terms of this\nAgreement are intended not to create a separate entity for U.S. federal income\ntax purposes, and nothing in this Agreement shall be read to create any\npartnership, joint venture or separate entity among the parties or to create any\ntrust or other fiduciary relationship between them.\n\n                  Section 7.7 Notices.\n\n                  (a) Any communication, demand or notice to be given hereunder\n         will be duly given (and shall be deemed to be received) when delivered\n         in writing by hand or first class mail or by telecopy to a party at its\n         address as indicated below:\n\n                  If to a Covered Person,\n\n                        c\/o The Goldman Sachs Group, Inc.\n                        85 Broad Street\n                        New York, New York 10004\n                        Telecopy:  (212) 902-3876\n                        Attention:  General Counsel;\n\n                  If to the Shareholders' Committee, at\n\n                        Shareholders' Committee under the Shareholders' \n          Agreement,\n\n\n                                      -22-\n                          dated May 7, 1999\n                        c\/o The Goldman Sachs Group, Inc.\n                        85 Broad Street\n                        New York, New York 10004\n                        Telecopy: (212) 902-3876\n                        Attention:  General Counsel;\n\n                   and\n\n                  If to GS Inc., at\n\n                        The Goldman Sachs Group, Inc.\n                        85 Broad Street\n                        New York, New York 10004\n                        Telecopy: (212) 902-3876\n\n                        Attention: General Counsel.\n\n                  GS Inc. shall be responsible for notifying each Covered Person\n         of the receipt of a communication, demand or notice under this\n         Agreement relevant to such Covered Person at the address of such\n         Covered Person then in the records of GS Inc. (and each Covered Person\n         shall notify GS Inc. of any change in such address for communications,\n         demands and notices).\n\n                  (b) Unless otherwise provided to the contrary herein, any\n         notice which is required to be given in writing pursuant to the terms\n         of this Agreement may be given by telecopy.\n\n                  Section 7.8 Severability. If any provision of this Agreement\nis finally held to be invalid, illegal or unenforceable, (a) the remaining terms\nand provisions hereof shall be unimpaired and (b) the invalid or unenforceable\nterm or provision shall be deemed replaced by a term or provision that is valid\nand enforceable and that comes closest to expressing the intention of the\ninvalid or unenforceable term or provision.\n\n                  Section 7.9 Right to Determine Tender Confidentially. In\nconnection with any tender or exchange offer for all or any portion of the\noutstanding Common Stock, subject to compliance with all applicable restrictions\non Transfer in this Agreement, the Plan of Incorporation or any other agreement\nwith GS Inc., each Covered Person will have the right to determine\nconfidentially whether such Covered Person's Covered Shares will be tendered in\nsuch tender or exchange offer.\n\n\n                                      -23-\n                  Section 7.10 No Third-Party Rights. Nothing expressed or\nreferred to in this Agreement will be construed to give any person other than\nthe parties to this Agreement any legal or equitable right, remedy, or claim\nunder or with respect to this Agreement or any provision of this Agreement. This\nAgreement and all of its provisions and conditions are for the sole and\nexclusive benefit of the parties to this Agreement and their successors and\nassigns.\n\n                  Section 7.11 Section Headings. The headings of sections in\nthis Agreement are provided for convenience only and will not affect its\nconstruction or interpretation.\n\n                  Section 7.12 Execution in Counterparts. This Agreement may be\nexecuted in any number of counterparts, each of which shall be deemed an\noriginal, but all such counterparts shall together constitute but one and the\nsame instrument.\n\n\n                                      -24-\n                  IN WITNESS WHEREOF, the parties hereto have duly executed or\ncaused to be duly executed this Agreement as of the dates indicated.\n\n                                            THE GOLDMAN SACHS GROUP, INC.\n\n\n                                            By _________________________________\n                                            Name:\n                                            Title:\n\n\nDated: May 7, 1999\n\n\n\n\n                 [Signature Page 1 and Signature Page 2 Follow]\n                                Signature Page 1\n                                       to\n                             Shareholders' Agreement\n\n                                    Bradley I. Abelow\n                                    Paul M. Achleitner\n                                    Jonathan R. Aisbitt\n                                    Andrew M. Alper\n                                    Armen A. Avanessians\n                                    David M. Baum\n                                    Ron E. Beller\n                                    Milton R. Berlinski\n                                    Lloyd C. Blankfein\n                                    David W. Blood\n                                    Peter L. Briger Jr.\n                                    Richard J. Bronks\n                                    Lawrence R. Buchalter\n                                    Michael J. Carr\n                                    Christopher J. Carrera\n                                    Mary Ann Casati\n                                    Andrew A. Chisholm\n                                    Zachariah Cobrinik\n                                    Abby Joseph Cohen\n                                    Gary D. Cohn\n                                    Christopher A. Cole\n                                    Carlos A. Cordeiro\n                                    Henry Cornell\n                                    E. Gerald Corrigan\n                                    Jon S. Corzine\n                                    Claudio Costamagna\n                                    Frank L. Coulson, Jr.\n                                    Randolph L. Cowen\n                                    Philip M. Darivoff\n                                    Timothy D. Dattels\n                                    Gavyn Davies\n                                    David A. Dechman\n                                    Paul C. Deighton\n                                    Robert V. Delaney\n                                    Joseph Della Rosa\n                                    Alexander C. Dibelius\n                                    John O. Downing\n                                    Connie K. Duckworth\n                                    C. Steven Duncker\n                                    Gordon E. Dyal\n                                    Glenn P. Earle\n                                Signature Page 1\n                                       to\n                         Shareholders' Agreement (cont.)\n\n                                    Paul S. Efron\n                                    J. Michael Evans\n                                    W. Mark Evans\n                                    Pieter Maarten Feenstra\n                                    Lawton W. Fitt\n                                    David B. Ford\n                                    Edward C. Forst\n                                    Christopher G. French\n                                    Richard A. Friedman\n                                    Joseph D. Gatto\n                                    Peter C. Gerhard\n                                    Nomi P. Ghez\n                                    Joseph H. Gleberman\n                                    Richard J. Gnodde\n                                    Jeffrey B. Goldenberg\n                                    Jacob D. Goldfield\n                                    Amy O. Goodfriend\n                                    Andrew M. Gordon\n                                    Geoffrey T. Grant\n                                    Eric P. Grubman\n                                    Joseph D. Gutman\n                                    Robert S. Harrison\n                                    Thomas J. Healey\n                                    Sylvain M. Hefes\n                                    David B. Heller\n                                    Steven M. Heller\n                                    David L. Henle\n                                    Mary C. Henry\n                                    Robert E. Higgins\n                                    M. Roch Hillenbrand\n                                    Jacquelyn M. Hoffman-Zehner\n                                    Robert J. Hurst\n                                    Francis J. Ingrassia\n                                    Timothy J. Ingrassia\n                                    Reuben Jeffery III\n                                    Stefan J. Jentzsch\n                                    Chansoo Joung\n                                    Ann F. Kaplan\n                                    Barry A. Kaplan\n                                    Robert S. Kaplan\n                                    Scott B. Kapnick\n                                Signature Page 1\n                                       to\n                         Shareholders' Agreement (cont.)\n\n                                     Erland S. Karlsson\n                                     Robert J. Katz\n                                     Kevin W. Kennedy\n                                     Peter D. Kiernan III\n                                     Douglas W. Kimmelman\n                                     Bradford C. Koenig\n                                     Jonathan L. Kolatch\n                                     Peter S. Kraus\n                                     David G. Lambert\n                                     Thomas D. Lasersohn\n                                     Anthony D. Lauto\n                                     Matthew G. L'Heureux\n                                     Lawrence H. Linden\n                                     Robert Litterman\n                                     Robert H. Litzenberger\n                                     Jonathan M. Lopatin\n                                     Michael R. Lynch\n                                     Peter G.C. Mallinson\n                                     Ronald G. Marks\n                                     Eff W. Martin\n                                     David J. Mastrocola\n                                     John P. McNulty\n                                     E. Scott Mead\n                                     Sanjeev K. Mehra\n                                     T. Willem Mesdag\n                                     Eric M. Mindich\n                                     Steven T. Mnuchin\n                                     Masanori Mochida\n                                     Karsten N. Moller\n                                     Thomas K. Montag\n                                     Wayne L. Moore\n                                     Robert B. Morris III\n                                     Michael P. Mortara\n                                     Sharmin Mossavar-Rahmani\n                                     Edward A. Mule\n                                     Philip D. Murphy\n                                     Thomas S. Murphy, Jr.\n                                     Avi M. Nash\n                                     Daniel M. Neidich\n                                     Kipp M. Nelson\n                                     Robin Neustein\n                                Signature Page 1\n                                       to\n                         Shareholders' Agreement (cont.)\n\n                                     Suzanne M. Nora Johnson\n                                     Michael E. Novogratz\n                                     Alok Oberoi\n                                     Terence J. O'Neill\n                                     Timothy J. O'Neill\n                                     Donald C. Opatrny, Jr.\n                                     Robert J. O'Shea\n                                     Greg M. Ostroff\n                                     Terence M. O'Toole\n                                     Robert J. Pace\n                                     Gregory K. Palm\n                                     Henry M. Paulson, Jr.\n                                     Scott M. Pinkus\n                                     Timothy C. Plaut\n                                     Wiet H. Pot\n                                     John J. Powers\n                                     Michael A. Price\n                                     Scott S. Prince\n                                     Stephen D. Quinn\n                                     Michael G. Rantz\n                                     Girish V. Reddy\n                                     Arthur J. Reimers\n                                     James P. Riley, Jr.\n                                     Simon M. Robertson\n                                     J. David Rogers\n                                     Emmanuel Roman\n                                     Ralph F. Rosenberg\n                                     Stuart M. Rothenberg\n                                     Michael S. Rubinoff\n                                     Richard M. Ruzika\n                                     John C. Ryan\n                                     Michael D. Ryan\n                                     Richard A. Sapp\n                                     Joseph Sassoon\n                                     Tsutomu Sato\n                                     Muneer A. Satter\n                                     Jonathan S. Savitz\n                                     Peter Savitz\n                                     Howard B. Schiller\n                                     Antoine Schwartz\n                                     Eric S. Schwartz\n                                Signature Page 1\n                                       to\n                         Shareholders' Agreement (cont.)\n\n                                      Mark Schwartz\n                                      Charles B. Seelig, Jr.\n                                      Steven M. Shafran\n                                      Richard S. Sharp\n                                      James M. Sheridan\n                                      Richard G. Sherlund\n                                      Michael S. Sherwood\n                                      Howard A. Silverstein\n                                      Dinakar Singh\n                                      Christian J. Siva-Jothy\n                                      Cody J Smith\n                                      Jonathan S. Sobel\n                                      Marc A. Spilker\n                                      Daniel W. Stanton\n                                      Esta E. Stecher\n                                      Fredric E. Steck\n                                      Robert K. Steel\n                                      Hsueh J. Sung\n                                      Peter D. Sutherland\n                                      Gene T. Sykes\n                                      Mark R. Tercek\n                                      Donald F. Textor\n                                      John A. Thain\n                                      John L. Thornton\n                                      John R. Tormondsen\n                                      Leslie C. Tortora\n                                      John L. Townsend, III\n                                      Byron D. Trott\n                                      Robert B. Tudor III\n                                      Thomas E. Tuft\n                                      Malcolm B. Turnbull\n                                      John E. Urban\n                                      Lee G. Vance\n                                      David A. Viniar\n                                      Barry S. Volpert\n                                      George H. Walker\n                                      Thomas B. Walker III\n                                      Patrick J. Ward\n                                      John S. Weinberg\n                                      Peter A. Weinberg\n                                      George W. Wellde, Jr.\n                                Signature Page 1\n                                       to\n                         Shareholders' Agreement (cont.)\n\n                                      Anthony G. Williams\n                                      Gary W. Williams\n                                      Kendrick R. Wilson III\n                                      Jon Winkelried\n                                      Steven J. Wisch\n                                      Richard E. Witten\n                                      Tracy R. Wolstencroft\n                                      Yasuyo Yamazaki\n                                      Danny O. Yee\n                                      Michael J. Zamkow\n                                      Yoel Zaoui\n                                      Gregory H. Zehner\n                                      Jide J. Zeitlin\n                                      Joseph R. Zimmel\n                                      Barry L. Zubrow\n                                      Mark A. Zurack\n\n\n\n                                      By:_________________________\n                                      Name:\n                                      Title: Attorney-in-Fact\n\nDated: May 7, 1999\n                                Signature Page 2\n                                       to\n                             Shareholders' Agreement\n\n\n\n                                                    ____________________________\n                                                    Name:\n\n\n\nDated: May 7, 1999\n                                                                      APPENDIX A\n\n\n\n\n                     PARTIES TO THE SHAREHOLDERS' AGREEMENT\n\nNAME\n\nBradley I. Abelow\nPeter C. Aberg\nPaul M. Achleitner\nJonathan R. Aisbitt\nElliot M. Alchek\nAndrew M. Alper\nPhilippe J. Altuzarra\nKazutaka P. Arai\nDavid M. Atkinson\nMitchel J. August\nArmen A. Avanessians\nJohn S. Barakat\nBarbara J. Basser-Bigio\nDavid M. Baum\nRobert A. Beckwitt\nJonathan A. Beinner\nRon E. Beller\nTarek M. Ben Halim\nJaime I. Bergel\nTodd L. Bergman\nMilton R. Berlinski\nAndrew S. Berman\nFrances R. Bermanzohn\nJeffrey J. Bernstein\nRobert A. Berry\nJean-Luc Biamonti\nJames J. Birch\nLloyd C. Blankfein\nDavid W. Blood\nDavid R. Boles\nDavid A. Bolotsky\nCharles W.A. Bott\nCharles C. Bradford III\nBenjamin S. Bram\nThomas C. Brasco\nPeter L. Briger Jr.\n                                                              APPENDIX A (CONT.)\n\nCraig W. Broderick\nRichard J. Bronks\nCharles K. Brown\nVern J. Brownell\nPeter D. Brundage\nLawrence R. Buchalter\nSteven M. Bunson\nTimothy B. Bunting\nCalvert C. Burkhart\nMichael S. Burton\nGeorge H. Butcher III\nLawrence V. Calcano\nJohn D. Campbell\nRichard M. Campbell-Breeden\nAnthony H. Carpet\nMichael J.Carr\nChristopher J. Carrera\nVirginia E. Carter\nCalvin R. Carver, Jr.\nMary Ann Casati\nChris Casciato\nDouglas W. Caterfino\nMichael J. Certo\nVarkki P. Chacko\nDavid K. Chang\nThomas P. Chang\nSacha A. Chiaramonte\nAndrew A. Chisholm\nRobert J. Christie\nPeter T. Cirenza\nKent A. Clark\nZachariah Cobrinik\nAbby Joseph Cohen\nGary D. Cohn\nChristopher A. Cole\nTimothy J. Cole\nLaura C. Conigliaro\nFrank T. Connor\nDonna L. Conti\nEdith W. Cooper\nPhilip A. Cooper\nJohn W. Copeland\nCarlos A. Cordeiro\n                                                              APPENDIX A (CONT.)\n\nHenry Cornell\nE. Gerald Corrigan\nJon S. Corzine\nClaudio Costamagna\nFrank L. Coulson, Jr.\nRandolph L. Cowen\nNeil D. Crowder\nJohn W. Curtis\nStephen C. Daffron\nJohn S. Daly\nPhilip M. Darivoff\nMatthew S. Darnall\nTimothy D. Dattels\nGavyn Davies\nDavid A. Dechman\nPaul C. Deighton\nJuan A. Del Rivero\nRobert V. Delaney\nJoseph Della Rosa\nEmanuel Derman\nAndrew C. Devenport\nStephen D. Dias\nAlexander C. Dibelius\nSimon P. Dingemans\nSandra D'Italia\nPaula A. Dominick\nNoel B. Donohoe\nJana Hale Doty\nRobert G. Doumar, Jr.\nJohn O. Downing\nMichael B. Dubno\nConnie K. Duckworth\nWilliam C. Dudley\nMatthieu B. Duncan\nC. Steven Duncker\nKarlo J. Duvnjak\nJay S. Dweck\nGordon E. Dyal\nIsabelle Ealet\nGlenn P. Earle\nPaul S. Efron\nHerbert E. Ehlers\nAlexander S. Ehrlich\n                                                              APPENDIX A (CONT.)\n\nJohn E. Eisenberg\nGlenn D. Engel\nMichael P. Esposito\nGeorge C. Estey\nMark D. Ettenger\nJ. Michael Evans\nW. Mark Evans\nCharles P. Eve\nPaul D. Farrell\nElizabeth C. Fascitelli\nPieter Maarten Feenstra\nSteven M. Feldman\nLaurie R. Ferber\nRobert P. Fisher, Jr.\nLawton W. Fitt\nStephen C. Fitzgerald\nDavid N. Fleischer\nJeffrey S. Flug\nDavid B. Ford\nEric O. Fornell\nEdward C. Forst\nOliver L. Frankel\nMatthew T. Fremont-Smith\nChristopher G. French\nRichard A. Friedman\nC. Douglas Fuge\nJoseph D. Gatto\nEmmanuel Gavaudan\nEduardo B. Gentil\nPeter C. Gerhard\nNomi P. Ghez\nH. John Gilbertson, Jr.\nAlan R. Gillespie\nJoseph H. Gleberman\nRichard J. Gnodde\nJeffrey B. Goldenberg\nJacob D. Goldfield\nAmy O. Goodfriend\nJay S. Goodgold\nAndrew M. Gordon\nRobert D. Gottlieb\nGeoffrey T. Grant\nWilliam M. Grathwohl\n                                                              APPENDIX A (CONT.)\n\nDavid J. Greenwald\nLouis S. Greig\nChristopher Grigg\nDouglas C. Grip\nEric P. Grubman\nCeleste A. Guth\nJoseph D. Gutman\nErol Hakanoglu\nRoger C. Harper\nCharles T. Harris III\nRobert S. Harrison\nShelley A. Hartman\nNobumichi Hattori\nStephen J. Hay\nWalter H. Haydock\nIsabelle Hayen\nThomas J. Healey\nJohn P. Heanue\nRobert C. Heathcote\nSylvain M. Hefes\nDavid B. Heller\nSteven M. Heller\nR. Douglas Henderson\nDavid L. Henle\nMary C. Henry\nRobert E. Higgins\nM. Roch Hillenbrand\nMaykin Ho\nTimothy E. Hodgson\nJacquelyn M. Hoffman-Zehner\nChristopher G. Hogg\nGregory T. Hoogkamp\nRobert D. Hormats\nRobert G. Hottensen, Jr.\nJames A. Hudis\nTerry P. Hughes\nBimaljit S. Hundal\nRobert J. Hurst\nFrancis J. Ingrassia\nTimothy J. Ingrassia\nMasahiro Iwano\nWilliam L. Jacob III\nMark M. Jacobs\n                                                              APPENDIX A (CONT.)\n\nRichard I. Jaffee\nReuben Jeffery III\nStefan J. Jentzsch\nDan H. Jester\nDaniel J. Jick\nRobert H. Jolliffe\nRobert C. Jones\nReginald L. Jones III\nChansoo Joung\nAndrew J. Kaiser\nDonald G. Kane II\nAnn F. Kaplan\nBarry A. Kaplan\nDavid A. Kaplan\nJason S. Kaplan\nRobert S. Kaplan\nScott B. Kapnick\nErland S. Karlsson\nCarolyn F. Katz\nRobert J. Katz\nSofia Katzap\nHaruo Kawamura\nTetsuya Kawano\nSion P. Kearsey\nR. Mark Keating\nJohn L. Kelly\nKevin M. Kelly\nKevin W. Kennedy\nPeter D. Kiernan III\nJames T. Kiernan, Jr.\nSun Bae Kim\nDouglas W. Kimmelman\nColin E. King\nRobert C. King, Jr.\nAdrian P. Kingshott\nEwan M. Kirk\nMichael K. Klingher\nCraig A. Kloner\nBradford C. Koenig\nMark J. Kogan\nJonathan L. Kolatch\nDavid J. Kostin\nKoji Kotaka\n                                                              APPENDIX A (CONT.)\n\nPeter S. Kraus\nChristoph M. Ladanyi\nDavid  G. Lambert\nPierre F. Lapeyre Jr.\nBruce M. Larson\nThomas D. Lasersohn\nAnthony D. Lauto\nSusan R. Leadem\nAndrew D. Learoyd\nDonald C. Lee\nKenneth H. M. Leet\nPaulo C. Leme\nHughes B. Lepic\nAlan B. Levande\nThomas B. Lewis, Jr.\nMark E. Leydecker\nMatthew G. L'Heureux\nAaron D. Liberman\nGwen R. Libstag\nStephen C. Lichtenauer\nRoger A. Liddell\nRichard J. Lieb\nMitchell J. Lieberman\nJosephine Linden\nLawrence H. Linden\nRobert Litterman\nRobert H. Litzenberger\nErnest S. Liu\nDavid J. Lockwood\nJonathan M. Lopatin\nFrancisco Lopez-Balboa\nVictor M. Lopez-Balboa\nAntigone Loudiadis\nC. Richard Lucy\nMichael C. Luethke\nMichael R. Lynch\nShogo Maeda\nJohn A. Mahoney\nSean O. Mahoney\nJun Makihara\nRussell E. Makowsky\nPeter G.C. Mallinson\nCharles G. R.  Manby\n                                                              APPENDIX A (CONT.)\n\nBarry A. Mannis\nRichard J. Markowitz\nRonald G. Marks\nRobert J. Markwick\nEff W. Martin\nJacques Martin\nJohn J. Masterson\nDavid J. Mastrocola\nKathy M. Matsui\nTadanori Matsumura\nHeinz Thomas Mayer\nRichard X. McArdle\nTheresa E. McCabe\nJoseph M. McConnell\nMark E. McGoldrick\nStephen J. McGuinness\nJohn C. McIntire\nJohn W. McMahon\nGeraldine F. McManus\nAudrey A. McNiff\nAnne Welsh McNulty\nJohn P. McNulty\nE. Scott Mead\nDavid M. Meerschwam\nSanjeev K. Mehra\nRichard W. Meister\nAmos Meron\nT. Willem Mesdag\nKenneth A. Miller\nTherese L. Miller\nJames E. Milligan\nEric M. Mindich\nPeter A. Mindnich\nEdward S. Misrahi\nSteven T. Mnuchin\nKurt C. Mobley\nMasanori Mochida\nKarsten N. Moller\nThomas K. Montag\nWayne L. Moore\nYukihiro Moroe\nRobert B. Morris III\nMichael P. Mortara\n                                                              APPENDIX A (CONT.)\n\nMatthias R. Mosler\nJeffrey M. Moslow\nSharmin Mossavar-Rahmani\nIan Mukherjee\nEdward A. Mule\nDonald J. Mulvihill\nPatrick E. Mulvihill\nRichard A. Murley\nPhilip D. Murphy\nThomas S. Murphy, Jr.\nGaetano J. Muzio\nMichiya Nagai\nKiyotaka Nakamura\nAvi M. Nash\nTrevor Nash\nWarwick M. Negus\nDaniel M. Neidich\nKipp M. Nelson\nRobin Neustein\nDuncan L. Niederauer\nSuzanne M. Nora Johnson\nChristopher K. Norton\nMichael E. Novogratz\nJay S. Nydick\nAlok Oberoi\nJinsuk T. Oh\nJohn C. O'Hara\nTerence J. O'Neill\nTimothy J. O'Neill\nRichard T. Ong\nRonald M. Ongaro\nDonald C. Opatrny, Jr.\nDaniel B. O'Rourke\nRobert J. O'Shea\nGreg M. Ostroff\nTerence M. O'Toole\nRobert J. Pace\nRobert N. Packer\nGregory K. Palm\nMukesh K. Parekh\nMelissa B. Patrusky\nHenry M. Paulson, Jr.\nAlberto M. Piedra Jr.\n                                                              APPENDIX A (CONT.)\n\nStephen R. Pierce\nPhilip J. Pifer\nScott M. Pinkus\nTimothy C. Plaut\nAndrea Ponti\nWiet H. Pot\nMichael J. Poulter\nJohn J. Powers\nMichael A. Price\nScott S. Prince\nStephen D. Quinn\nJohn J. Rafter\nDioscoro-Roy I. Ramos\nCharlotte P. Ransom\nMichael G. Rantz\nJoseph Ravitch\nGirish V. Reddy\nArthur J. Reimers\nAnthony John Reizenstein\nJames P. Riley, Jr.\nSimon M. Robertson\nJ. David Rogers\nJohn F.W. Rogers\nEmmanuel Roman\nPamela P. Root\nRalph F. Rosenberg\nJacob D. Rosengarten\nStuart M. Rothenberg\nMichael S. Rubinoff\nPaul M. Russo\nRichard M. Ruzika\nJohn C. Ryan\nMichael D. Ryan\nJ. Michael Sanders\nAllen Sangines-Krause\nRichard A. Sapp\nJoseph Sassoon\nTsutomu Sato\nMuneer A. Satter\nJonathan S. Savitz\nPeter Savitz\nP. Sheridan Schechner\nGary B. Schermerhorn\n                                                              APPENDIX A (CONT.)\n\nMitchell I. Scherzer\nHoward B. Schiller\nAntoine Schwartz\nEric S. Schwartz\nMark Schwartz\nSteven M. Scopellite\nDavid J. Scudellari\nCharles B. Seelig, Jr.\nSteven M. Shafran\nRichard S. Sharp\nJohn P. Shaughnessy\nRobert J. Shea, Jr.\nJames M. Sheridan\nRichard G. Sherlund\nMichael S. Sherwood\nHoward A. Silverstein\nRichard P. Simon\nVictor R. Simone, Jr.\nDinakar Singh\nRavi Sinha\nAllen W. Sinsheimer\nEdward M. Siskind\nChristian J. Siva-Jothy\nMark F. Slaughter\nCody J Smith\nMichael M. Smith\nSarah G. Smith\nRandolph C. Snook\nJonathan S. Sobel\nJudah C. Sommer\nTheodore T. Sotir\nMarc A. Spilker\nDaniel W. Stanton\nEsta E. Stecher\nFredric E. Steck\nRobert K. Steel\nRobert S. Stellato\nRaymond S. Stolz\nSteven H. Strongin\nAndrew J. Stuart\nPatrick Sullivan\nHsueh J. Sung\nGeorge M. Suspanic\n                                                              APPENDIX A (CONT.)\n\nPeter D. Sutherland\nGene T. Sykes\nGary A. Syman\nJohn H. Taylor\nRobert E. Taylor\nGreg W. Tebbe\nMark R. Tercek\nDonald F. Textor\nJohn A. Thain\nJohn L. Thornton\nDaisuke Toki\nJohn R. Tormondsen\nLeslie C. Tortora\nJohn L. Townsend, III\nMark J. Tracey\nByron D. Trott\nMichael A. Troy\nRobert B. Tudor III\nThomas E. Tuft\nBarry S. Turkanis\nMalcolm B. Turnbull\nHarkanwar Uberoi\nKaysie P. Uniacke\nJohn E. Urban\nHugo H. Van Vredenburch\nLee G. Vance\nJohn J. Vaske\nOksana Vayner-Ryklin\nDavid A. Viniar\nBarry S. Volpert\nGeorge H. Walker\nThomas B. Walker III\nNicholas J. Walsh\nDavid R. Walton\nHsueh-Ming Wang\nPatrick J. Ward\nHaruko Watanuki\nEdward F. Watts Jr.\nDavid M. Weil\nJohn S. Weinberg\nPeter A. Weinberg\nMark S. Weiss\nGeorge W. Wellde, Jr.\n                                                              APPENDIX A (CONT.)\nBradley W. Wendt\nPeter S. Wheeler\nBarbara A. White\nA. Carver Wickman\nSusan A. Willetts\nAnthony G. Williams\nGary W. Williams\nTodd A. Williams\nKendrick R. Wilson III\nJon Winkelried\nSteven J. Wisch\nRichard E. Witten\nTracy R. Wolstencroft\nZi Wang Xu\nTetsufumi Yamakawa\nYasuyo Yamazaki\nDanny O. Yee\nJaime E. Yordan\nW. Thomas York Jr.\nMichael J. Zamkow\nPaolo Zannoni\nYoel Zaoui\nGregory H. Zehner\nJide J. Zeitlin\nJoan H. Zief\nJoseph R. Zimmel\nJames P. Ziperski\nBarry L. Zubrow\nMark A. 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