/Amended and Restated Shareholders Agreement

Amended and Restated Shareholders Agreement

(q) Partners Compensation Plan means the Compensation Plan for Goldman Sachs Partners adopted by the Board of Directors of GS Inc. and approved by the shareholders of GS Inc. on May 7, 1999, as amended or amended, and any successor to such Plan. (j) The Exchange Act means the United States Securities Exchange Act of 1934, as amended. Covered Persons and certain Data Subjects are no longer bound by the terms of this Agreement in accordance with the terms of this Agreement if they are no longer Participating Directors. (a) Each data subject understands and agrees that all common shares held in its beneficial ownership (other than common shares held by a trustee under the Goldman Sachs 401(k) plan or in a plan called the Goldman Sachs Compensation Plan) as determined by the Shareholders` Committee from time to time will be held either in a brokerage account with a subsidiary on its behalf, or in the custody of a custodian (and the custodian bank). Name of a candidate be registered for that covered person). If the common shares are to be held in the custody of a custodian bank in accordance with this Section 2.1(a), each person concerned agrees to (i) assign, confirm and register for transfer to that nominee name or hand over to such depositary shares which are not so registered or held, and (ii) that the form of the depositary agreement and the identity of the depositary and the identity of the depositary and agent for the depositary The Shareholders` Committee and GS Inc. must be satisfactory in form and content. or to order the nominee and/or depositary concerned referred to in subparagraph (a) to permit the immediate distribution of such dividend or distribution to the beneficial owner of such common shares, less any withholding tax to be withheld by the nominee, unless the distribution of such dividend or distribution is governed by the terms of any other agreement between the person concerned and the company known to the Committee of Shareholders. This amended and amended Shareholders` Agreement (this Agreement) between The Goldman Sachs Group, Inc., a Delaware Corporation (GS Inc.), and the persons listed in Schedule A (hereinafter defined below) as Schedule A may be amended from time to time in accordance with the provisions of this Agreement. (l) Goldman Sachs Plan 401(k) means the Goldman Sachs Plan 401(k) as amended or amended from time to time and any successor to this Plan (formerly known as the Goldman Sachs Employee Profit Sharing Retirement Income Plan). The plan is intended to be a profit-sharing scheme for the purposes of the qualification requirements of paragraph 401(a) of the Code.

neither the performance and delivery of this Agreement by such Covered Person nor the completion of the transactions contemplated herein conflicts with any of the terms, conditions or terms of any agreement or instrument to which such Data Subject is a party or to which the assets of such Insured Person are related (including, but not limited to, the organizational documents of that Insured Person), if that Insured Person is not a natural person) or constitutes a delay within the meaning of the foregoing or violates any law or regulation; WHEREAS GS Inc. has entered into the shareholder agreement (hereinafter defined) as part of the GS Inc. IPO has entered into certain relationships between the parties with respect to the voting and disposition of the common shares and various other matters and to confer on the Shareholders` Committee (defined below) the authority to execute their agreements with respect to them. (b) deposit common shares in a voting trust or subject common shares to a voting arrangement or arrangement that includes a restricted person as a party; (c) Code means the United States Tax Code of 1986, as amended, and the applicable decisions and regulations under this Code. (v) Shareholders` Agreement means the shareholders` agreement adopted by the Board of Directors of GS Inc. on May 7, 1999, as amended, but excluding the effective date. Section 7.9 Right to determine the Offer as confidential. In connection with a tender offer to purchase or exchange all or a portion of the outstanding common shares, subject to compliance with all applicable transfer restrictions in this agreement or any other agreement with GS Inc., each covered person shall have the right to determine in confidence whether such covered persons will be filed in connection with such offer or exchange offer. (b) These sections 7.2(b) and 7.1(a) may only be amended with the consent of the holders of 66 2/3% of the outstanding hedged shares. Any amendment to any other provision of this Agreement that would have the effect to which the Board of Directors of GS Inc. refers in connection with a takeover or exchange offer by any person other than the Company.

recommends rejecting transfers that would not be permitted under this Agreement, as they are then in effect, also require the consent of the holders of 66 2/3% of the outstanding hedged shares. (a) Except as provided in this Section 7.2, the provisions of this Agreement may be amended only with the consent of the holders of the majority of the outstanding Hedged Shares. The parties` agreement to the Forum is independent of the law that may be applied in the action and they each agree to this Forum, although the Forum may decide under applicable law to apply the non-Forum law. The parties hereby waive, to the extent permitted by applicable law, any objection they may have, now or in the future, to personal jurisdiction or in lieu of such action, action or proceeding brought in any of the courts referred to in paragraph (d). The parties agree not to take any action arising out of, in connection with or in connection with this Agreement, in any forum other than as described in paragraph (d). The parties agree that, to the extent permitted by applicable law, a final and non-appealable judgment in any such action, action or proceeding before such court shall be conclusive and binding on the parties. Therefore, taking into account the premises and mutual agreements, agreements and provisions contained herein, the parties agree to amend and reformulate the shareholders` agreement in its entirety as follows: (c) form, join or participate in any way in a group (as set forth in Rule 13d-5(b) of the Exchange Act) with respect to the Company`s securities (or securities, the ownership of which would make the owner a beneficial owner) of the securities of the Corporation (for this purpose under Rule 13d-3 of the Exchange Act and Rule 13d-5 of the Exchange Act) including as a party any person subject to restrictions; (e) initiate or propose a shareholder proposal subject to adherence to section 5.1 of the Foreign Exchange Act. The Shareholders` Committee is composed at all times of all persons who are both insureds and members of the Board of Directors of GS Inc. and agree to act as members of the Shareholders` Committee.

. bb) A subsidiary is any person in which GS Inc. directly or indirectly owns a majority of the corporation or voting shares. (a) Any notice, request or communication to be given under this Agreement will be duly given (and deemed to have been received) when delivered in writing by hand or by first mail or fax to a party at its address below: (h) Covered Shares means the sum of all common shares, including all shares underlying limited or performance-related units; granted under a Goldman Sachs compensation plan as compensation for each year for which they were covered, persons delivered to covered persons from time to time, calculated on an after-tax basis using the indicated tax rate. .