-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E81vRGgaJabZc9UssqKzC8pjsl0rj82NmN71EaWdgygFcauK5lL7ckk7HrDFdwq1 6js6sgptzspHLDcyjP+P3A== 0000891836-99-000873.txt : 19991220 0000891836-99-000873.hdr.sgml : 19991220 ACCESSION NUMBER: 0000891836-99-000873 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991217 GROUP MEMBERS: GOLDMAN SACHS GROUP INC GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133501777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56295 FILM NUMBER: 99776539 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133501777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ----------------------------------------------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 1 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Goldman Sachs Group, Inc. --------------------- (Name of Issuer) Common Stock, par value $.01 per share --------------------------- (Title of Class of Securities) 38141G 10 4 --------------------- (CUSIP Number) Robert J. Katz Gregory K. Palm James B. McHugh The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 -------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 14, 1999 -------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) - --------------------- CUSIP NO. 38141G 10 4 13D - --------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP As to a group consisting solely of Covered Persons(1) (a) [x] As to a group consisting of persons other than Covered Persons (b) [x] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO as to Covered Shares(1), OO and PF as to Uncovered Shares(2) (Applies to each person listed on Appendix A.) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A.) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A. - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER (See Item 6) NUMBER OF As to Covered Shares, 0 SHARES As to Uncovered Shares, as stated in Appendix A BENEFICIALLY --------------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER (See Item 6) (Applies to each person REPORTING listed on Appendix A.) PERSON 273,915,313 Covered Shares held by Covered Persons WITH 141,536 Uncovered Shares held by Covered Persons(3) 2,513,607 Other Uncovered Shares held by Covered Persons(4) 21,975,421 shares held by KAA(5) 21,425,052 shares held by SBCM(5/6) --------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Covered Shares, less than 1% As to Uncovered Shares, as stated in Appendix A --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): As to Covered Shares, 0 As to Uncovered Shares, as stated in Appendix A - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 276,570,456(7) PERSON - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X](7) CERTAIN SHARES (Applies to each person listed on Appendix A.) - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.7%(7) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN (Applies to each person listed on Appendix A.) - --------------- (1) For a definition of this term, please see Item 2. (2) For a definition of this term, please see Item 3. (3) These are Uncovered Shares also described in Row 7 which each Covered Person is deemed to beneficially own by application of Rule 13d-5(b)(1), but do not include the Uncovered Shares described in note 4. Each Covered Person disclaims beneficial ownership of Uncovered Shares held by each other Covered Person. (4) These are Uncovered Shares held by 114 private charitable foundations established by 114 Covered Persons each of whom is a trustee or co-trustee of one or more of such private charitable foundations and may be deemed to beneficially own such Uncovered Shares. Each other Covered Person may be deemed to beneficially own such Uncovered Shares by application of Rule 13d-5(b)(1). Each such Covered Person disclaims beneficial ownership of such Uncovered Shares, and each other Covered Person also disclaims beneficial ownership of such Uncovered Shares. 2 (5) For a definition of this term, please see Item 2. The Covered Persons may be deemed to be members of a "group" with KAA and SBCM. Each Covered Person disclaims beneficial ownership of shares of Common Stock held by KAA and SBCM. (6) The 21,425,052 shares held by SBCM exclude 7,440,362 shares of Nonvoting Common Stock held by SBCM which, although immediately convertible into Common Stock pursuant to the Certificate of Incorporation of The Goldman Sachs Group, Inc., cannot currently be converted by SBCM due to restrictions imposed under the Bank Holding Company Act of 1956, as amended. Please see the separate Schedule 13D filed by SBCM and any amendments thereto for information relating to such shares. Each Covered Person disclaims beneficial ownership as to the Nonvoting Common Stock held by SBCM. (7) Excludes 21,425,052 and 21,975,421 shares of Common Stock held by SBCM and KAA, respectively, as to which each Covered Person disclaims beneficial ownership. See also note 6. Each Covered Person disclaims beneficial ownership as to the Nonvoting Common Stock held by SBCM. 3 APPENDIX A
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Bradley I. Abelow 0 0 0 0 Peter C. Aberg 0 0 0 0 Paul M. Achleitner Austria 0 0 0 0 Alberto F. Ades Argentina 0 0 0 0 Gregory A. Agran 0 0 0 0 Raanan A. Agus 0 0 0 0 Jonathan R. Aisbitt UK 0 0 0 0 Elliot M. Alchek 0 0 0 0 Andrew M. Alper 0 0 0 0 Philippe J. Altuzarra France 0 0 0 0 Lay Pheng Ang Singapore 0 0 0 0 Kazutaka P. Arai North Korea/ 0 0 0 0 South Korea David M. Atkinson UK 0 0 0 0 Mitchel J. August 0 0 0 0 Armen A. Avanessians 0 0 0 0 Dean C. Backer 0 0 0 0 Michiel J. Bakker The Netherlands 0 0 0 0 Mark E. Bamford 0 0 0 0 Joseph R. Banks 0 0 0 0 John S. Barakat 0 0 0 0 Barbara J. Basser-Bigio 0 0 0 0 Carl-Georg Germany 0 0 0 0 Bauer-Schlichtegroll David M. Baum 0 0 0 0 Patrick Y. Baune France 0 0 0 0 Robert A. Beckwitt 0 0 0 0 Jonathan A. Beinner 0 0 0 0 Ron E. Beller 0 0 0 0 Tarek M. Ben Halim Saudi Arabia 0 0 0 0 Jaime I. Bergel Spain 0 0 0 0 Todd L. Bergman 0 0 0 0 Milton R. Berlinski The Netherlands 0 0 0 0 Andrew S. Berman 0 0 0 0 Frances R. Bermanzohn 0 0 0 0 Jeffrey J. Bernstein Canada 0 0 0 0 Stuart N. Bernstein 0 0 0 0 Robert A. Berry UK 0 0 0 0 Jean-Luc Biamonti Monaco 0 0 0 0 James J. Birch UK 0 0 0 0 Lloyd C. Blankfein 0 0 0 0 David W. Blood 0 0 0 0 Randall A. Blumenthal 0 0 0 0
4
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- David R. Boles 0 0 0 0 Alison L. Bott UK 0 0 0 0 Charles W.A. Bott UK 0 0 0 0 Charles C. Bradford III 0 0 0 0 Benjamin S. Bram 0 0 0 0 Thomas C. Brasco 0 0 0 0 Peter L. Briger, Jr. 0 0 0 0 Craig W. Broderick 0 0 0 0 Richard J. Bronks UK 0 0 0 0 Charles K. Brown UK 0 0 0 0 James K. Brown 0 0 0 0 Vern J. Brownell 0 0 0 0 Peter D. Brundage 0 0 0 0 John J. Bu 0 0 0 0 Lawrence R. Buchalter 0 0 0 0 Mark J. Buisseret UK 0 0 0 0 Steven M. Bunson 0 0 0 0 Timothy B. Bunting UK 0 0 0 0 Andrew J. Burke-Smith Canada 0 0 0 0 Calvert C. Burkhart 0 0 0 0 Michael S. Burton UK 0 0 0 0 George H. Butcher III 0 0 0 0 Mary D. Byron 0 0 0 0 Lawrence V. Calcano 0 0 0 0 Elizabeth V. Camp 0 0 0 0 John D. Campbell 0 0 0 0 Laurie G. Campbell Canada 0 0 0 0 Richard M. Campbell-Breeden UK 0 0 0 0 Carmine C. Capossela 0 0 0 0 Mark M. Carhart 0 0 0 0 Anthony H. Carpet 0 0 0 0 Michael J.Carr 0 0 0 0 Christopher J. Carrera 0 0 0 0 Virginia E. Carter 0 0 0 0 Calvin R. Carver, Jr. 0 0 0 0 Mary Ann Casati 0 0 0 0 Chris Casciato 0 0 0 0 Douglas W. Caterfino 0 0 0 0 Michael J. Certo 0 0 0 0 Varkki P. Chacko USA/India 0 0 0 0 David K. Chang Taiwan 0 0 0 0
5
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Thomas P. Chang 0 0 0 0 Sacha A. Chiaramonte Germany 0 0 0 0 Andrew A. Chisholm Canada 0 0 0 0 Robert J. Christie 0 0 0 0 Peter T. Cirenza 0 0 0 0 Kent A. Clark Canada 0 0 0 0 Zachariah Cobrinik 0 0 0 0 Abby Joseph Cohen 0 0 0 0 Lawrence H. Cohen 0 0 0 0 Marc I. Cohen 0 0 0 0 Gary D. Cohn 0 0 0 0 Christopher A. Cole 0 0 0 0 Timothy J. Cole 0 0 0 0 Laura C. Conigliaro 0 0 0 0 Thomas G. Connolly Ireland/USA 0 0 0 0 Frank T. Connor 0 0 0 0 Donna L. Conti 0 0 0 0 Karen R. Cook UK 0 0 0 0 Edith W. Cooper 0 0 0 0 Philip A. Cooper 0 0 0 0 John W. Copeland 0 0 0 0 Carlos A. Cordeiro 0 0 0 0 Henry Cornell 0 0 0 0 E. Gerald Corrigan 0 0 0 0 Jon S. Corzine 0 0 0 0 Claudio Costamagna Italy 0 0 0 0 Frank L. Coulson, Jr. 0 0 0 0 Kenneth Courtis 0 0 0 0 Randolph L. Cowen 0 0 0 0 Neil D. Crowder 0 0 0 0 Eduardo A. Cruz 0 0 0 0 John P. Curtin, Jr. 0 0 0 0 John W. Curtis 0 0 0 0 Stephen C. Daffron 0 0 0 0 John S. Daly Ireland 0 0 0 0 Philip M. Darivoff 0 0 0 0 Matthew S. Darnall 0 0 0 0 Timothy D. Dattels Canada 0 0 0 0
6
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Gavyn Davies UK 0 0 0 0 Michael G. De Lathauwer Belgium 0 0 0 0 David A. Dechman 0 0 0 0 Paul C. Deighton UK 0 0 0 0 James Del Favero Australia 0 0 0 0 Juan A. Del Rivero Spain 0 0 0 0 Robert V. Delaney 0 0 0 0 Joseph Della Rosa 0 0 0 0 Emanuel Derman 0 0 0 0 Martin R. Devenish UK 0 0 0 0 Andrew C. Devenport UK 0 0 0 0 Stephen D. Dias UK 0 0 0 0 Armando A. Diaz 0 0 0 0 Alexander C. Dibelius Germany 0 0 0 0 Paul M. DiNardo 0 0 0 0 Simon P. Dingemans UK 0 0 0 0 Sandra D'Italia 0 0 0 0 Michele I. Docharty 0 0 0 0 Paula A. Dominick 0 0 0 0 Noel B. Donohoe Ireland 0 0 0 0 Jana Hale Doty 0 0 0 0 Robert G. Doumar, Jr. 0 0 0 0 Thomas M. Dowling 0 0 0 0 John O. Downing 0 0 0 0 Michael B. Dubno 0 0 0 0 Connie K. Duckworth 0 0 0 0 William C. Dudley 0 0 0 0 Brian J. Duffy 0 0 0 0 Matthieu B. Duncan 0 0 0 0 C. Steven Duncker 0 0 0 0 Karlo J. Duvnjak Canada 0 0 0 0 Jay S. Dweck 0 0 0 0 Gordon E. Dyal 0 0 0 0 Isabelle Ealet France 0 0 0 0 Glenn P. Earle UK 0 0 0 0 Paul S. Efron 0 0 0 0 Herbert E. Ehlers 0 0 0 0 Alexander S. Ehrlich 0 0 0 0 John E. Eisenberg 0 0 0 0 Edward K. Eisler Austria 0 0 0 0
7
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Glenn D. Engel 0 0 0 0 Davide G. Erro Italy 0 0 0 0 Michael P. Esposito 0 0 0 0 George C. Estey Canada 0 0 0 0 Mark D. Ettenger 0 0 0 0 Bruce J. Evans 0 0 0 0 J. Michael Evans Canada 0 0 0 0 W. Mark Evans Canada 0 0 0 0 Charles P. Eve UK 0 0 0 0 Paul D. Farrell 0 0 0 0 Elizabeth C. Fascitelli 0 0 0 0 Jeffrey F. Fastov 0 0 0 0 Pieter Maarten Feenstra The Netherlands 0 0 0 0 Steven M. Feldman 0 0 0 0 Laurie R. Ferber 0 0 0 0 Robert P. Fisher, Jr. 0 0 0 0 Lawton W. Fitt 0 0 0 0 Stephen C. Fitzgerald Australia 0 0 0 0 Thomas M. Fitzgerald III 0 0 0 0 James A. Fitzpatrick 0 0 0 0 David N. Fleischer 0 0 0 0 Jeffrey S. Flug 0 0 0 0 David B. Ford 0 0 0 0 Edward C. Forst 0 0 0 0 George B. Foussianes 0 0 0 0 Oliver L. Frankel 0 0 0 0 Matthew T. Fremont-Smith 0 0 0 0 Christopher G. French UK 0 0 0 0 Richard A. Friedman 0 0 0 0 Matthias K. Frisch Switzerland 0 0 0 0 C. Douglas Fuge 0 0 0 0 Shirley Fung UK 0 0 0 0 Eric F. Gan UK 0 0 0 0 Joseph D. Gatto 0 0 0 0 Emmanuel Gavaudan France 0 0 0 0 Nicholas J. Gaynor UK 0 0 0 0 Eduardo B. Gentil 0 0 0 0 Peter C. Gerhard 0 0 0 0 Nomi P. Ghez Israel/USA 0 0 0 0 Scott A. Gieselman 0 0 0 0 H. John Gilbertson, Jr. 0 0 0 0
8
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Alan R. Gillespie UK 0 0 0 0 Joseph H. Gleberman 0 0 0 0 Richard J. Gnodde Ireland/South 0 0 0 0 Africa Jeffrey B. Goldenberg 0 2,860(8) 0 2,860(8) Jacob D. Goldfield 0 0 0 0 James S. Golob 0 0 0 0 Amy O. Goodfriend 0 0 0 0 Jay S. Goodgold 0 0 0 0 Andrew M. Gordon 0 0 0 0 Anthony J. Gordon 0 0 0 0 Robert D. Gottlieb 0 0 0 0 Frank J. Governali 0 0 0 0 Lorenzo Grabau Italy 0 0 0 0 Geoffrey T. Grant 0 0 0 0 William M. Grathwohl 0 0 0 0 David J. Greenwald 0 0 0 0 Louis S. Greig UK 0 0 0 0 Peter W. Grieve 0 0 0 0 Christopher Grigg UK 0 0 0 0 Douglas C. Grip 0 0 0 0 Eric P. Grubman 0 0 0 0 Celeste A. Guth 0 0 0 0 Joseph D. Gutman 0 0 0 0 Peter T. Gutman 0 0 0 0 Erol Hakanoglu Turkey 0 0 0 0 Roger C. Harper 0 0 0 0 Charles T. Harris III 0 0 0 0 Robert S. Harrison 0 0 0 0 Shelley A. Hartman 0 0 0 0 Paul R. Harvey 0 0 0 0 Arthur J. Hass 0 0 0 0 Nobumichi Hattori Japan 0 0 0 0 Stephen J. Hay UK 0 0 0 0 Walter H. Haydock 0 0 0 0 Isabelle Hayen Belgium 0 0 0 0 Keith L. Hayes UK 0 0 0 0 Thomas J. Healey 0 0 0 0 John P. Heanue 0 0 0 0 Robert C. Heathcote UK 0 0 0 0
- -------------------- (8) Shared with family members. 9
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Sylvain M. Hefes France 0 0 0 0 David B. Heller 0 0 0 0 Steven M. Heller 0 0 0 0 R. Douglas Henderson 0 0 0 0 David L. Henle 0 0 0 0 Mary C. Henry 0 0 0 0 Raimund W. Herden Germany 0 0 0 0 Bruce A. Heyman 0 0 0 0 Robert E. Higgins 0 0 0 0 Joanne M. Hill 0 0 0 0 M. Roch Hillenbrand 0 0 0 0 Maykin Ho 0 0 0 0 Timothy E. Hodgson Canada 0 0 0 0 Jacquelyn M. Hoffman-Zehner Canada 0 0 0 0 Christopher G. Hogg New Zealand/USA 0 0 0 0 Daniel E. Holland III 0 0 0 0 Teresa E. Holliday 0 0 0 0 Gregory T. Hoogkamp 0 0 0 0 Robert D. Hormats 0 0 0 0 Robert G. Hottensen, Jr. 0 0 0 0 Michael R. Housden UK 0 0 0 0 Paul J. Huchro 0 0 0 0 James A. Hudis 0 0 0 0 Terry P. Hughes Ireland 0 0 0 0 Bimaljit S. Hundal UK 0 0 0 0 Edith A. Hunt 0 0 0 0 Susan J. Hunt UK 0 0 0 0 Robert J. Hurst 0 0 0 0 Toni Infante 0 0 0 0 Francis J. Ingrassia 0 0 0 0 Timothy J. Ingrassia 0 0 0 0 Masahiro Iwano Japan 0 0 0 0 Raymond J. Iwanowski 0 0 0 0 William L. Jacob III 0 0 0 0 Mark M. Jacobs 0 0 0 0 Richard I. Jaffee 0 0 0 0 Reuben Jeffery III 0 0 0 0 Stefan J. Jentzsch Germany 0 0 0 0 Dan H. Jester 0 0 0 0 Daniel J. Jick 0 0 0 0 Robert H. Jolliffe UK 0 0 0 0 Andrew J. Jonas 0 0 0 0
10
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Robert C. Jones 0 0 0 0 Chansoo Joung 0 0 0 0 Andrew J. Kaiser 0 0 0 0 Ann F. Kaplan 0 0 0 0 Barry A. Kaplan 0 0 0 0 David A. Kaplan 0 0 0 0 Jason S. Kaplan 0 0 0 0 Robert S. Kaplan 0 0 0 0 Scott B. Kapnick 0 0 0 0 Erland S. Karlsson Sweden 0 0 0 0 James M. Karp 0 0 0 0 Carolyn F. Katz 0 0 0 0 Richard Katz 0 0 0 0 Robert J. Katz 0 0 0 0 Sofia Katzap 0 0 0 0 David K. Kaugher 0 0 0 0 Haruo Kawamura Japan 0 0 0 0 Tetsuya Kawano Japan 0 0 0 0 R. Mark Keating 0 0 0 0 John L. Kelly 0 0 0 0 Kevin W. Kennedy 0 0 0 0 Thomas J. Kenny 0 0 0 0 Lawrence S. Keusch 0 0 0 0 Rustom N. Khandalavala 0 0 0 0 Peter D. Kiernan III 0 0 0 0 James T. Kiernan, Jr. 0 0 0 0 Sun Bae Kim Canada 0 0 0 0 Douglas W. Kimmelman 0 0 0 0 Colin E. King Canada 0 0 0 0 Robert C. King, Jr. 0 0 0 0 Adrian P. Kingshott UK 0 0 0 0 Timothy M. Kingston 0 0 0 0 Lincoln Kinnicutt 0 0 0 0 Ewan M. Kirk UK 0 0 0 0 Daniel H. Klebes II 0 0 0 0 Michael K. Klingher 0 0 0 0 Craig A. Kloner 0 0 0 0 Jonathan R. Knight UK 0 0 0 0
11
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Bradford C. Koenig 0 0 0 0 Mark J. Kogan 0 0 0 0 Stanley Kogelman 0 0 0 0 Jonathan L. Kolatch 0 0 0 0 Richard E. Kolman 0 0 0 0 David J. Kostin 0 0 0 0 Koji Kotaka Japan 0 0 0 0 Peter S. Kraus 0 15(9) 0 15(9) Christoph M. Ladanyi Austria 0 0 0 0 Peggy A. Lamb 0 0 0 0 David G. Lambert 0 0 0 0 Thomas K. Lane 0 0 0 0 Pierre F. Lapeyre, Jr. 0 0 0 0 Bruce M. Larson 0 0 0 0 Thomas D. Lasersohn 0 0 0 0 Anthony D. Lauto 0 0 0 0 John J. Lauto 0 0 0 0 Matthew Lavicka 0 0 0 0 David N. Lawrence 0 0 0 0 Susan R. Leadem 0 0 0 0 Andrew D. Learoyd UK 0 0 0 0 Chang-Ho J. Lee USA/South Korea 0 0 0 0 Donald C. Lee 0 0 0 0 Kenneth H. M. Leet 0 0 0 0 Anthony J. Leitner 0 0 0 0 Paulo C. Leme 0 0 0 0 Hughes B. Lepic France 0 0 0 0 Alan B. Levande 0 0 0 0 Ronald S. Levin 0 0 0 0 Thomas B. Lewis, Jr. 0 0 0 0 Mark E. Leydecker 0 0 0 0 Matthew G. L'Heureux 0 0 0 0 Aaron D. Liberman 0 0 0 0 Gwen R. Libstag 0 0 0 0 Stephen C. Lichtenauer 0 0 0 0 Roger A. Liddell UK 0 0 0 0 Richard J. Lieb 0 0 0 0 Mitchell J. Lieberman 0 0 0 0 Syaru Shirley Lin 0 0 0 0 Josephine Linden UK 0 0 0 0 Lawrence H. Linden 0 0 0 0 Robert Litterman 0 0 0 0
- ----------------- (9) Shared with family members. 12
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Robert H. Litzenberger 0 0 0 0 Ernest S. Liu 0 0 0 0 David McD A. Livingstone Australia 0 0 0 0 David J. Lockwood 0 0 0 0 Douglas F. Londal 0 0 0 0 Jacques M. Longerstaey USA/Belgium 0 0 0 0 Jonathan M. Lopatin 0 0 0 0 Francisco Lopez-Balboa 0 0 0 0 Victor M. Lopez-Balboa 0 0 0 0 Antigone Loudiadis UK 0 0 0 0 C. Richard Lucy 0 0 0 0 Michael C. Luethke 0 0 0 0 Kevin L. Lundeen 0 0 0 0 Michael R. Lynch 0 0 0 0 Shogo Maeda Japan 0 0 0 0 John A. Mahoney 0 0 0 0 Sean O. Mahoney 0 0 0 0 Jun Makihara Japan 0 0 0 0 Russell E. Makowsky 0 0 0 0 Peter G. C. Mallinson UK 0 0 0 0 Kathleen M. Maloney 0 0 0 0 Charles G. R. Manby UK 0 0 0 0 Robert S. Mancini 0 0 0 0 Barry A. Mannis 0 0 0 0 Jorge O. Mariscal Mexico 0 0 0 0 Richard J. Markowitz 0 0 0 0 Ronald G. Marks 0 0 0 0 Robert J. Markwick UK 0 0 0 0 Eff W. Martin 0 0 0 0 Jacques Martin Canada 0 0 0 0 John J. Masterson 0 0 0 0 David J. Mastrocola 0 0 0 0 Kathy M. Matsui 0 0 0 0 Tadanori Matsumura Japan 0 0 0 0 Heinz Thomas Mayer Germany 0 0 0 0 Thomas J. McAdam 0 0 0 0 Richard F. McArdle 0 0 0 0 Theresa E. McCabe 0 0 0 0 Joseph M. McConnell 0 0 0 0
13
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Mark E. McGoldrick 0 0 0 0 Joseph P. McGrath Jr. 0 0 0 0 Stephen J. McGuinness 0 0 0 0 John C. McIntire 0 0 0 0 John W. McMahon 0 0 0 0 Geraldine F. McManus 0 0 0 0 Richard P. McNeil Jamaica 0 0 0 0 Audrey A. McNiff 0 0 0 0 Anne Welsh McNulty 0 0 0 0 John P. McNulty 0 0 0 0 E. Scott Mead 0 0 0 0 David M. Meerschwam The Netherlands 0 0 0 0 Sanjeev K. Mehra India 0 0 0 0 Michael C. Melignano 0 0 0 0 Amos Meron 0 0 0 0 T. Willem Mesdag 0 0 0 0 Andrew L. Metcalfe UK 0 0 0 0 Michael R. Miele 0 0 0 0 Gunnar T. Miller 0 0 0 0 Kenneth A. Miller 0 0 0 0 Therese L. Miller 0 0 0 0 James E. Milligan 0 0 0 0 Eric M. Mindich 0 0 0 0 Peter A. Mindnich 0 0 0 0 Edward S. Misrahi Italy 0 0 0 0 Steven T. Mnuchin 0 0 0 0 Kurt C. Mobley 0 0 0 0 Masanori Mochida Japan 135,428 0 135,428 0 Karsten N. Moller Denmark 0 0 0 0 Thomas K. Montag 0 0 0 0 Wayne L. Moore 0 0 0 0 Yukihiro Moroe Japan 0 0 0 0 Robert B. Morris III 0 0 0 0 Michael P. Mortara 0 0 0 0 Jennifer Moses 0 0 0 0 Matthias R. Mosler Germany 0 0 0 0 Jeffrey M. Moslow 0 0 0 0
14
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Sharmin Mossavar-Rahmani UK 0 0 0 0 Gregory T. Mount 0 0 0 0 Ian Mukherjee UK 0 0 0 0 Edward A. Mule 0 0 0 0 Eric D. Mullins 0 0 0 0 Donald J. Mulvihill 0 0 0 0 Patrick E. Mulvihill Ireland 0 0 0 0 Richard A. Murley UK 0 0 0 0 Philip D. Murphy 43 0 43 0 Thomas S. Murphy, Jr. 0 0 0 0 Gaetano J. Muzio 0 0 0 0 Michiya Nagai Japan 0 0 0 0 Kiyotaka Nakamura Japan 0 0 0 0 Gabrielle U. Napolitano 0 0 0 0 Avi M. Nash 0 0 0 0 Trevor P. Nash UK 0 0 0 0 Warwick M. Negus Australia 0 0 0 0 Daniel M. Neidich 0 0 0 0 Kipp M. Nelson 0 0 0 0 Robin Neustein 0 0 0 0 Evan M. Newmark 0 0 0 0 Duncan L. Niederauer 0 0 0 0 Susan M. Noble UK 0 0 0 0 Suok J. Noh 0 0 0 0 Suzanne Nora Johnson 0 0 0 0 Christopher K. Norton 0 0 0 0 Michael E. Novogratz 0 0 0 0 Jay S. Nydick 0 0 0 0 Katherine K. Oakley 0 0 0 0 Alok Oberoi India 0 0 0 0 David Ogens 0 0 0 0 Jinsuk T. Oh South Korea 0 0 0 0 John C. O'Hara 0 0 0 0 Terence J. O'Neill UK 0 0 0 0 Timothy J. O'Neill 0 0 0 0 Richard T. Ong Malaysia 0 0 0 0 Ronald M. Ongaro 0 0 0 0 Donald C. Opatrny, Jr. 0 0 0 0 Daniel B. O'Rourke 0 0 0 0
15
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Robert J. O'Shea 0 0 0 0 Joel D. Ospa 0 0 0 0 Greg M. Ostroff 0 0 0 0 Terence M. O'Toole 0 0 0 0 Robert J. Pace 0 0 0 0 Robert N. Packer 0 0 0 0 Gregory K. Palm 0 0 0 0 Mukesh K. Parekh 0 0 0 0 Geoffrey M. Parker 0 0 0 0 Melissa B. Patrusky 0 0 0 0 Henry M. Paulson, Jr. 0 0 0 0 David B. Philip 0 0 0 0 Paul A. Phillips 0 0 0 0 Alberto M. Piedra, Jr. 0 0 0 0 Stephen R. Pierce 0 0 0 0 Philip J. Pifer 0 0 0 0 Scott M. Pinkus 0 0 0 0 Timothy C. Plaut Germany 0 0 0 0 Andrea Ponti Italy/USA 0 0 0 0 Ellen R. Porges 0 0 0 0 Wiet H. M. Pot The Netherlands 0 0 0 0 Michael J. Poulter UK 0 0 0 0 John J. Powers 0 0 0 0 Richard H. Powers 0 0 0 0 Michael A. Price 0 0 0 0 Scott S. Prince 0 0 0 0 Goran V. Puljic 0 1,000(10) 0 1,000(10) Alok Puri UK 0 0 0 0 Kevin A. Quinn 0 0 0 0 Stephen D. Quinn 0 0 0 0 John J. Rafter Ireland 0 0 0 0 Dioscoro-Roy I. Ramos Phillippines 0 0 0 0 Gregory G. Randolph 0 0 0 0 Charlotte P. Ransom UK 0 0 0 0 Michael G. Rantz 0 0 0 0 Joseph Ravitch 0 0 0 0 Girish V. Reddy 0 0 0 0 Arthur J. Reimers III 0 0 0 0 Anthony John Reizenstein UK 0 0 0 0 James P. Riley, Jr. 0 0 0 0 Kimberly E. Ritrievi 0 0 0 0 Simon M. Robertson UK 0 0 0 0
- -------------------- (10) Shared with family members. 16
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- J. David Rogers 0 0 0 0 John F. W. Rogers 0 0 0 0 Emmanuel Roman France 0 0 0 0 Eileen P. Rominger 0 0 0 0 Pamela P. Root 0 0 0 0 Ralph F. Rosenberg 0 0 0 0 Jacob D. Rosengarten 0 0 0 0 Richard J. Rosenstein 0 0 0 0 Ivan Ross 0 0 0 0 Stuart M. Rothenberg 0 0 0 0 Stuart R. Rubenstein 0 0 0 0 Michael S. Rubinoff 0 0 0 0 Ernest H. Ruehl, Jr. 0 0 0 0 Paul M. Russo 0 0 0 0 Richard M. Ruzika 0 0 0 0 John C. Ryan 0 0 0 0 Michael D. Ryan 0 0 0 0 Katsunori Sago Japan 0 0 0 0 Pablo J. Salame Ecuador 0 0 0 0 J. Michael Sanders 0 0 0 0 Allen Sangines-Krause Mexico 0 0 0 0 Richard A. Sapp 0 0 0 0 Joseph Sassoon Israel 0 0 0 0 Tsutomu Sato Japan 240 0 240 0 Muneer A. Satter 0 0 0 0 Jonathan S. Savitz 0 0 0 0 Peter Savitz 0 0 0 0 Paul S. Schapira Italy 0 0 0 0 P. Sheridan Schechner 1,000 0 1,000 0 Gary B. Schermerhorn 0 0 0 0 Mitchell I. Scherzer Canada 0 0 0 0 Howard B. Schiller 0 0 0 0 Jeffrey W. Schroeder 0 0 0 0 Richard C. Schutte 0 0 0 0 Antoine Schwartz France 0 0 0 0 Eric S. Schwartz 0 0 0 0 Harvey M. Schwartz 0 0 0 0 Mark Schwartz 0 0 0 0 Steven M. Scopellite 0 0 0 0 David J. Scudellari 0 0 0 0 Charles B. Seelig, Jr. 0 0 0 0 Karen D. Seitz 0 0 0 0 Randolph Sesson, Jr. 0 0 0 0 Steven M. Shafran 0 0 0 0
17
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Richard S. Sharp UK 0 0 0 0 John P. Shaughnessy 0 0 0 0 Robert J. Shea, Jr. 0 0 0 0 James M. Sheridan 0 0 0 0 Richard G. Sherlund 0 0 0 0 Michael S. Sherwood UK 0 0 0 0 Howard A. Silverstein 0 0 0 0 Richard P. Simon 0 0 0 0 Victor R. Simone, Jr. 0 0 0 0 Dinakar Singh 0 0 0 0 Ravi M. Singh 0 0 0 0 Ravi Sinha India/USA 0 0 0 0 Allen W. Sinsheimer 0 0 0 0 Edward M. Siskind 0 0 0 0 Christian J. Siva-Jothy UK 0 0 0 0 Mark F. Slaughter 0 0 0 0 Linda J. Slotnick 0 0 0 0 Cody J Smith 0 0 0 0 Derek S. Smith 0 0 0 0 Michael M. Smith 0 0 0 0 Sarah E. Smith UK 0 0 0 0 Trevor A. Smith UK 0 0 0 0 Randolph C. Snook 0 0 0 0 Jonathan S. Sobel 0 0 0 0 David M. Solomon 0 0 0 0 Judah C. Sommer 0 0 0 0 Theodore T. Sotir 0 0 0 0 Daniel L. Sparks 0 0 0 0 Marc A. Spilker 0 0 0 0 Daniel W. Stanton 0 0 0 0 Esta E. Stecher 0 0 0 0 Fredric E. Steck 0 0 0 0 Robert K. Steel 0 0 0 0 Robert S. Stellato 0 0 0 0 Joseph P. Stevens 0 0 0 0 Raymond S. Stolz 0 0 0 0 Steven H. Strongin 0 0 0 0 Andrew J. Stuart Australia 0 0 0 0
18
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Patrick Sullivan 0 0 0 0 Lucy H. Sun 0 0 0 0 Hsueh J. Sung Taiwan 0 0 0 0 George M. Suspanic Spain 0 0 0 0 Peter D. Sutherland Ireland 0 0 0 0 Andrew M. Swinburne UK 0 0 0 0 Gene T. Sykes 0 0 0 0 Shahriar Tadjbakhsh 0 0 0 0 John H. Taylor 0 0 0 0 Robert E. Taylor 0 0 0 0 Greg W. Tebbe 0 0 0 0 Kiyotaka Teranishi Japan 0 0 0 0 Mark R. Tercek 0 0 0 0 Donald F. Textor 0 0 0 0 John A. Thain 0 0 0 0 Darren S. Thompson 0 0 0 0 John L. Thornton 0 0 0 0 Rory T. Tobin Ireland 0 0 0 0 Daisuke Toki Japan 0 0 0 0 Massimo Tononi Italy 0 0 0 0 John R. Tormondsen 0 0 0 0 Leslie C. Tortora 0 0 0 0 John L. Townsend III 0 0 0 0 Mark J. Tracey UK 0 0 0 0 Stephen S. Trevor 0 0 0 0 Byron D. Trott 0 0 0 0 Michael A. Troy 0 0 0 0 Donald J. Truesdale 0 0 0 0 Robert B. Tudor III 0 0 0 0 Thomas E. Tuft 0 0 0 0 John Tumilty UK 0 0 0 0 Barry S. Turkanis 0 0 0 0 Malcolm B. Turnbull Australia 554 0 554 0 Christopher H. Turner 0 0 0 0 Thomas B. Tyree, Jr. 0 0 0 0 Harkanwar Uberoi India 0 0 0 0 Kaysie P. Uniacke 0 0 0 0 John E. Urban 0 0 0 0 Hugo H. Van Vredenburch The Netherlands 0 0 0 0 Lee G. Vance 0 0 0 0 Corrado P. Varoli Canada 0 0 0 0 John J. Vaske 0 0 0 0 Oksana Vayner-Ryklin 0 0 0 0
19
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- David A. Viniar 0 0 0 0 Barry S. Volpert 0 0 0 0 George H. Walker IV 0 0 0 0 Thomas B. Walker III 0 0 0 0 Berent A. Wallendahl Norway 0 0 0 0 David R. Walton UK 0 0 0 0 Hsueh-Ming Wang 0 0 0 0 Patrick J. Ward 0 0 0 0 Haruko Watanuki Japan 0 0 0 0 Edward F. Watts, Jr. 0 300(11) 0 300(11) David M. Weil 0 0 0 0 John S. Weinberg 0 0 0 0 Peter A. Weinberg 0 0 0 0 Helge Weiner-Trapness Sweden 0 0 0 0 Mark S. Weiss 0 0 0 0 George W. Wellde, Jr. 0 0 0 0 Bradley W. Wendt 0 0 0 0 Lance N. West 0 0 0 0 Peter Wheeler UK 0 0 0 0 Barbara A. White 0 0 0 0 A. Carver Wickman 0 0 0 0 Susan A. Willetts 0 0 0 0 Anthony G. Williams UK 0 0 0 0 Christopher G. Williams UK 0 0 0 0 Gary W. Williams 0 0 0 0 Todd A. Williams 0 0 0 0 John S. Willian 0 0 0 0 Kenneth W. Willman 0 0 0 0 Andrew F. Wilson New Zealand 0 0 0 0 Kendrick R. Wilson III 0 0 0 0 Jon Winkelried 0 0 0 0 Steven J. Wisch 0 0 0 0 Michael S. Wishart 0 0 0 0 Richard E. Witten 0 0 0 0 William H. Wolf, Jr. 0 0 0 0 Tracy R. Wolstencroft 0 0 0 0 Zi Wang Xu Canada/China 0 0 0 0 (PRC) Richard A. Yacenda 0 0 0 0 Tetsufumi Yamakawa Japan 0 0 0 0 Yasuyo Yamazaki Japan 11 0 11 0 Xiang-Dong Yang China (PRC) 0 0 0 0
- -------------------- (11) Shared with family members. 20
ITEM 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES - -------------------------- ---------------- ----------- ------------- ---------------- ---------------- Danny O. Yee 0 0 0 Jaime E. Yordan 0 0 0 0 W. Thomas York, Jr. 0 0 0 0 Paul M. Young 0 0 0 0 Richard M. Young 0 0 0 0 Michael J. Zamkow 0 85(12) 0 85(12) Paolo Zannoni Italy 0 0 0 0 Yoel Zaoui France 0 0 0 0 Gregory H. Zehner 0 0 0 0 Jide J. Zeitlin 0 0 0 0 Joan H. Zief 0 0 0 0 Joseph R. Zimmel 0 0 0 0 James P. Ziperski 0 0 0 0 Barry L. Zubrow 0 0 0 0 Mark A. Zurack 0 0 0 0 Shares held by 114 private N/A 0 2,513,607 0 2,513,607 charitable foundations established by 114 Covered Persons each of whom is a trustee or co-trustee of one or more of such private charitable foundations(13)
- -------------------- (12) Shared with family members. (13) Each Covered Person disclaims beneficial ownership of all such shares of Common Stock. 21 This Amendment No. 1 to a Statement on Schedule 13D amends and restates in its entirety such Schedule 13D (as so amended and restated, this "Schedule"). This Amendment No. 1 is being filed because the Covered Persons' beneficial ownership of Common Stock has decreased by one percent or more of the Common Stock outstanding. Item 1. Security and Issuer This Schedule relates to the Common Stock, par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc., a Delaware corporation (together with its subsidiaries and affiliates, "GS Inc."). The address of the principal executive offices of GS Inc. is 85 Broad Street, New York, New York 10004. Item 2. Identity and Background (a), (b), (c), (f) The cover page to this Schedule and Appendix A hereto contain the names of the persons ("Covered Persons") who beneficially own Common Stock subject to a Shareholders' Agreement ("Covered Shares"), dated as of May 7, 1999, to which the Covered Persons are party (as amended from time to time, the "Shareholders' Agreement"). This filing is being made on behalf of all of the Covered Persons, and their agreement that this filing may be so made is contained in the Shareholders' Agreement. This Schedule contains certain information relating to Sumitomo Bank Capital Markets, Inc. ("SBCM") and Kamehameha Activities Association ("KAA"), who may be deemed to be members of a "group" with the Covered Persons. Each Covered Person hereby disclaims beneficial ownership of the shares of Common Stock and other equity securities of GS Inc. subject to the Voting Agreements between SBCM and KAA, respectively, on the one hand, and GS Inc., on the other hand (respectively, the "SBCM Shares" and the "KAA Shares"). All information contained in this Schedule relating to SBCM and KAA has been included based upon information provided by SBCM and KAA; the separate Schedules 13D filed by SBCM and KAA and any amendments thereto should be referred to for information relating to SBCM and KAA. Appendix A hereto also provides the citizenship of each Covered Person, if other than the United States. Each Covered Person is a senior professional employed or formerly employed by GS Inc. GS Inc. is a global investment banking and securities firm. Except as indicated on Annex A, the business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004. (d), (e) Except as described in Annex B, during the last five years, no Covered Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Covered Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The Covered Shares have been and will be acquired by the Covered Persons in the following manner: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") acquired certain Covered Shares in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations and (ii) the Covered Persons have acquired and will acquire beneficial ownership of certain other Covered Shares in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. Covered Persons may from time to time acquire Common Stock not subject to the Shareholders' Agreement ("Uncovered Shares") for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person. Item 4. Purpose of Transactions The Covered Persons acquired the Covered Shares in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and through certain employee compensation, benefit or similar plans of GS Inc. Covered Persons may from time to time acquire Uncovered Shares for investment purposes. Except as described in Item 6 and except for the acquisition by Covered Persons of Common Stock pursuant to 22 employee compensation, benefit or similar plans of GS Inc. in the future or as described in the immediately preceding sentence, none of the Covered Persons has any plans or proposals which relate to or would result in their acquisition of additional Common Stock or any of the other events described in Item 4(a) through 4(j). Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person may at any time and from time to time acquire or dispose of shares of Common Stock. Item 5. Interest in Securities of the Issuer (a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person and disclaims beneficial ownership of the SBCM Shares and the KAA Shares. Except as described in Annex C, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days. (b) Rows (7) through (10) of the cover page to this Schedule and Appendix A set forth the percentage range of Covered Shares as to which there is sole power to vote or direct the vote or to dispose or direct the disposition; the number of Uncovered Shares as to which there is sole power to vote or direct the vote or to dispose or direct the disposition; and the number of shares of Common Stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Covered Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person and disclaims beneficial ownership of the SBCM Shares and the KAA Shares. (c) Except as described in Annex D, no Covered Person has effected any transactions in Common Stock during the past 60 days. (d), (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Each Covered Person listed on the cover page to this Schedule and Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders' Agreement is filed as an exhibit to this Schedule 13D and the following summary of the terms of this agreement is qualified in its entirety by reference thereto. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. The Covered Shares include generally all Common Stock acquired or to be acquired from GS Inc. by the Covered Persons. Covered Shares include: shares of Common Stock acquired by the former profit participating limited partners active in the business of Group L.P. in exchange for their interests in Group L.P. and certain of its affiliates; shares of Common Stock acquired or to be acquired through the grant of restricted stock units, stock options and interests in a defined contribution plan (except for certain Uncovered Shares as specified in Appendix A); and, unless otherwise determined by the board of directors and the Shareholders' Committee, any shares of Common Stock acquired or to be acquired by the Covered Persons from GS Inc. through any other employee compensation, benefit or similar plan. Covered Shares do not include any shares of Common Stock purchased or to be purchased by a Covered Person in the open market or in a subsequent underwritten public offering. TRANSFER RESTRICTIONS Each Covered Person has agreed in the Shareholders' Agreement, among other things, to retain beneficial ownership of Covered Shares at least equal to 25% of the cumulative number of Covered Shares beneficially owned by him or her at the time he or she became a Covered Person or acquired by him or her thereafter and with no credit for dispositions (the "General Transfer Restrictions") for so long as he or she is a Covered Person and an employee of GS Inc. (an "Employee Covered Person"). 23 The former profit participating limited partners active in the business of Group L.P. will also be subject to limitations on their ability to transfer Covered Shares received in connection with the succession of GS Inc. to the business of Group L.P. Under these restrictions, each such former profit participating limited partner has agreed that he or she will not transfer such Covered Shares until May 7, 2002, the third anniversary of the date of GS Inc.'s initial public offering of its Common Stock (the "Partner Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The Partner Transfer Restrictions will lapse as to such Covered Shares in equal installments on each of May 7, 2002, May 7, 2003 and May 7, 2004. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. WAIVERS Except in the case of a third-party tender or exchange offer, the Partner Transfer Restrictions may be waived or terminated at any time by the Shareholders' Committee described below under "Information Regarding the Shareholders' Committee". The Shareholders' Committee also has the power to waive the General Transfer Restrictions to permit Covered Persons to: participate as sellers in underwritten public offerings of Common Stock and tender and exchange offers and share repurchase programs by GS Inc.; transfer Covered Shares to charities, including charitable foundations (see Item 4 for a discussion of a recent waiver pursuant to this authority); transfer Covered Shares held in employee benefit plans; and transfer Covered Shares in specific transactions (for example, to immediate family members and trusts) or circumstances. In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the Voting Interests (as defined below); or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Voting Interests. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Voting Interests may also elect to waive or terminate the Transfer Restrictions. VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of the Voting Interests on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Covered Share held by an Employee Covered Person and each other Covered Share subject to the Partner Transfer Restrictions will be voted in accordance with the majority of the votes cast by the Voting Interests in the Preliminary Vote. In elections of directors, each Covered Share will be voted in favor of the election of those persons receiving the highest numbers of votes cast by the Voting Interests in the Preliminary Vote. "Voting Interests" are Covered Shares beneficially owned by all Covered Persons through December 31, 2000 and thereafter are Covered Shares beneficially owned by all Employee Covered Persons. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits the Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any Covered Shares in a voting trust or subject any Covered Shares to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Voting Interests. The Partner Transfer Restrictions will not terminate upon the expiration or termination of the Shareholders' Agreement unless previously waived or terminated or unless subsequently waived or terminated by the board of directors. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Voting Interests. 24 Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee shall at any time consist of each of those individuals who are both Employee Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Employee Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Employee Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Employee Covered Persons. Currently, Henry M. Paulson, Jr., Robert J. Hurst, John A. Thain and John L. Thornton are the members of the Shareholders' Committee. VOTING AGREEMENTS Both SBCM and KAA have, in separate voting agreements, each dated April 30, 1999 (each, a "Voting Agreement"), agreed to vote their shares of Common Stock and all other voting securities of GS Inc. in the same manner as a majority of the shares of Common Stock held by the managing directors of GS Inc. are voted for so long as they hold voting securities of GS Inc. It is expected that for so long as the Shareholders' Agreement remains in effect, the Voting Agreements will result in the shares of Common Stock owned by SBCM and KAA being voted in the same manner as the Covered Shares. The Covered Persons are not parties to the Voting Agreements, and the Voting Agreements are not enforceable by the Covered Persons, will continue to exist independent of the existence of the Shareholders' Agreement and may be amended, waived or canceled by GS Inc. without any consent or approval of the Covered Persons. The Voting Agreements are filed as exhibits to this Schedule 13D and the foregoing summary of these agreements is qualified in its entirety by reference thereto. Each Covered Person hereby disclaims beneficial ownership of the SBCM Shares and the KAA Shares. PLEDGE AGREEMENTS Each profit participating limited partner who was active in the business of Group L.P. on May 7, 1999 has pledged to GS Inc. Common Stock or other assets with an initial value equal to $15 million for each such person who initially serves on the board of directors, the Management Committee or the Partnership Committee of GS Inc. and $10 million for each other such person. This pledge secures the liquidated damages provision of a noncompetition agreement which each such person has entered into with GS Inc. The form of agreement relating to noncompetition and other covenants and the form of pledge agreement are filed as exhibits to this Schedule 13D and the foregoing summary of these agreements is qualified in its entirety by reference thereto. In addition, Masanori Mochida, a Covered Person, has pledged 135,428 shares of Common Stock (all of which are Uncovered Shares) to GS Inc. as security for a loan made by Group L.P. to him. The pledge agreement relating to such 135,428 shares is filed as an exhibit to this Schedule 13D and the foregoing summary of this agreement is qualified in its entirety by reference thereto. REGISTRATION RIGHTS INSTRUMENT In connection with the donation of shares of Common Stock described in Annex D, GS Inc. entered into a Registration Rights Instrument and Supplemental Registration Rights Instrument. The following is a description of the Registration Rights Instrument, as supplemented. The Registration Rights Instrument and the Supplemental Registration Rights Instrument are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument, as supplemented, GS Inc. has agreed to register the donated shares of Common Stock for resale by charitable foundations and public charities. GS Inc. has agreed in the Registration Rights Instrument, as supplemented, to pay all of the fees and expenses relating to the offering by the 25 charitable organizations, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the charitable organizations in connection with their resales. GS Inc. also has agreed to indemnify the charitable organizations against certain liabilities, including those arising under the Securities Act of 1933. GS Inc. may amend the Registration Rights Instrument and the Supplemental Registration Rights Instrument in any matter that it deems appropriate, without the consent of any charitable organization. However, GS Inc. may not make any amendment that would cause the shares of Common Stock to fail to be "qualified appreciated stock" within the meaning of Section 170 of the Internal Revenue Code. In addition, GS Inc. may not make any amendment that would materially and adversely affect the rights of any charitable organization without the consent of a majority of the materially and adversely affected charitable organizations. Item 7. Material to be Filed as Exhibits Exhibit Description - ------------------ ------------------------------------------------------------ A. Shareholders' Agreement, dated as of May 7, 1999 (incorporated by reference to Exhibit A to the Schedule 13D filed May 17, 1999 (File No. 00556295) (the "Initial Schedule 13D")). B. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice Pauahi Bishop and Kamehameha Activities Association (incorporated by reference to Exhibit B to the Initial Schedule 13D). C. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital Markets, Inc. (incorporated by reference to Exhibit C to the Initial Schedule 13D). D. Form of Agreement Relating to Noncompetition and Other Covenants (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). E. Form of Pledge Agreement (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). F Pledge Agreement, dated May 5, 1999, between Masanori Mochida and The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit F to the Initial Schedule 13D). G. Registration Rights Instrument. H. Supplemental Registration Rights Instrument. I. Power of Attorney. 26 ANNEX A ITEM 2(B). CERTAIN BUSINESS ADDRESSES None. 27 ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS None. 28 ANNEX C ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS SBCM holds 7,440,362 shares of Nonvoting Common Stock which, although immediately convertible into Common Stock pursuant to the Certificate of Incorporation of GS Inc., cannot currently be converted by SBCM due to restrictions imposed under the Bank Holding Company Act of 1956, as amended. 29 ANNEX D ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED DURING THE LAST 60 DAYS BY THE COVERED PERSONS. During the last 60 days, 161 new Managing Directors at GS Inc. became Covered Persons. These new Managing Directors collectively own no Covered Shares and 1,000 Uncovered Shares. On October 20, 1999, Philip D. Murphy acquired 43 shares of Common Stock in an open market transaction effected on the New York Stock Exchange for a per share price of $60.50, which transaction settled on October 25, 1999. On November 26, 1999 104,819 shares of Common Stock were contributed to The Goldman Sachs Defined Contribution Plan, in which 214 Covered Persons participate. These awards were made by GS Inc. for employee compensation purposes. The contributed shares of Common Stock are Covered Shares and are subject to the provisions of the Stockholders' Agreement. On December 13, 1999, the transfer restrictions on an aggregate of 8,033,539 Covered Shares were waived. 5,982,933 of these Covered Shares were donated by 184 Covered Persons to private charitable foundations and 2,030,991 of these Covered Shares were donated by 105 Covered Persons to 126 public charitable institutions. On December 14, 1999, 148 of such private charitable foundations sold an aggregate of 3,422,252 of such shares of Common Stock. 30 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 17, 1999 By: /s/ Gregory K. Palm ---------------------------------------- Name: Gregory K. Palm Title: Attorney-in-Fact 31 EXHIBIT INDEX Exhibit Description - ------------------ ------------------------------------------------------------ A. Shareholders' Agreement, dated as of May 7, 1999 (incorporated by reference to Exhibit A to the Schedule 13D filed May 17, 1999 (File No. 00556295) (the "Initial Schedule 13D")). B. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice Pauahi Bishop and Kamehameha Activities Association (incorporated by reference to Exhibit B to the Initial Schedule 13D). C. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital Markets, Inc. (incorporated by reference to Exhibit C to the Initial Schedule 13D). D. Form of Agreement Relating to Noncompetition and Other Covenants (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). E. Form of Pledge Agreement (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). F. Pledge Agreement, dated May 5, 1999, between Masanori Mochida and The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit F to the Initial Schedule 13D). G. Registration Rights Instrument. H. Supplemental Registration Rights Instrument. I. Power of Attorney.
EX-99.G 2 REGISTRATION RIGHTS INSTRUMENT REGISTRATION RIGHTS INSTRUMENT EXHIBIT G REGISTRATION RIGHTS INSTRUMENT REGISTRATION RIGHTS INSTRUMENT, dated as of December 10, 1999 (the "Instrument"). WHEREAS, pursuant to the Amended and Restated Plan of Incorporation (the "Plan") of The Goldman Sachs Group, L.P. ("GS Group") adopted on April 30, 1999 and Article Twelfth of the Amended and Restated Certificate of Incorporation of The Goldman Sachs Group, Inc. (the "Company"), the Company's Board of Directors is expressly authorized to grant registration rights to current and former directors and employees of the Company and its subsidiaries and affiliates and former partners and employees of GS Group and its subsidiaries and affiliates (each a "Holder"); and WHEREAS, pursuant to and in accordance with its authority under applicable law and the authority contained in the Plan and the Company's Amended and Restated Certificate of Incorporation, the Company's Board of Directors has determined that the Company shall enter into this Instrument; NOW THEREFORE, the Company hereby enters into this Instrument pursuant to these authorities; THEREFORE, the Company undertakes as follows: 1. Request Registration. (a) If at any time the Company shall determine, in its sole discretion, that all or any part of the Registrable Stock should be registered under the Securities Act of 1933 (the "Securities Act") and any other securities laws on behalf of any one or more of the Holders of the Registrable Stock selected by the Company in its sole discretion in a manner which would permit or facilitate the sale or other disposition and distribution of such Registrable Stock, the Company will notify (the "Notification") such Holders of that determination and afford such Holders the opportunity to include Registrable Stock in a registration statement filed under the Securities Act (the "Request Registration"; and such Holder or Holders making such request, the "Requesting Holders"). "Registrable Stock" means all shares of the Company's common stock, par value $.01 per share ("Common Stock"), including any shares of Common Stock that may be issued upon conversion of the Company's nonvoting common stock, par value $.01 per share, or any other security or instrument issued by the Company that is convertible or exchangeable for shares of Common Stock, that may be deemed held by an "affiliate" of the Company (as used for purposes of Section 2(a)(11) of the Securities Act) or may be deemed "restricted securities" as defined in Rule 144(a)(3) under the Securities Act or that is subject to restrictions on transfer pursuant to the Plan or the Shareholders' Agreement, dated May 7, 1999, among the Company and the parties listed therein as such Agreement may be amended from time to time. Shares of Common Stock shall cease to be Registrable Stock, and any Participating Stock (as defined below) shall cease to be Participating Stock, upon any sale of such Stock to the public pursuant to, and in accordance with, a registration statement contemplated by this Instrument or pursuant to Rule 144 under the Securities Act, Regulation S under the Securities Act or Section 4(1) of the Securities Act. (b) The determination to register any shares of Registrable Stock, the selection of which Holder or Holders to notify of such determination and the timing and manner of the Notification, the schedule and procedures for responding to the Notification and the selection of which Requesting Holders will participate in the Request Registration (the "Participating Holders") and how many shares of Registrable Stock of each such Participating Holder will be included in such Request Registration (the "Participating Stock") will be made in the sole discretion of the Company, and each such matter may be modified or rescinded by the Company from time to time in its sole discretion. Without limiting the generality of the foregoing, (i) the Company may limit Participating Stock to one or more categories of Registrable Stock (e.g., Registrable Stock donated to private foundations and public charities) and (ii) the Company will at no time be obligated to proceed with a Request Registration, and may withdraw a Request Registration at any time for any reason. (c) In the event the Company determines to register shares of Participating Stock under the Securities Act, the Participating Holders may choose to distribute their Participating Stock by such method or methods of distribution as shall be selected by the Company and as shall be set forth in the registration statement with respect thereto filed by the Company under the Securities Act. If any shares of Participating Stock are to be distributed by means of any firm commitment underwritten offering, the Company shall designate the underwriter or underwriters to be employed in connection therewith (any underwriters participating in the firm commitment underwriting, the "Underwriters") and the participation by any Requesting Holder in a Request Registration shall be conditioned upon such Requesting Holder's agreement to the procedures established by the Company and the Underwriters for such Request Registration and the offering of the Participating Stock covered thereby. (d) By electing to participate in a Request Registration, each Participating Holder shall be deemed to have agreed (i) to furnish, on a timely basis, to the Company such information regarding such Participating Holder and the method of distribution of the applicable Participating Stock proposed by such Participating Holder as the Company may reasonably request in writing and as shall be required by law, the Securities and Exchange Commission (the "SEC") or otherwise in connection with any Request Registration and any distribution of such Participating Holder's Participating Stock pursuant to the related registration statement under the Securities Act, and (ii) to notify 2 the Company promptly of any inaccuracy or change in the information previously furnished by such Participating Holder to the Company; (e) With respect to the Request Registration, unless otherwise determined by the Company, the Company will take such actions as are reasonably necessary to give each Participating Holder the benefit of the Request Registration, including: (i) the Company will use its reasonable efforts to prepare and file with the SEC a registration statement under the Securities Act with respect to the Participating Stock (the "Registration Statement") and will use its reasonable efforts to cause the Registration Statement to become effective as promptly as practicable following the date on which the Registration Statement is filed with the SEC, subject always to the Company's right to withdraw such Registration Statement at any time, including, with respect to unsold shares thereunder, after the Registration Statement is declared effective; (ii) subject to the issuance of any notice by the Company in accordance with Section 1(e)(v) hereof of the existence of any fact or the happening of any event of the kind described in Section 1(e)(v)(C) hereof, the Company shall use all reasonable efforts to keep the Registration Statement effective for a reasonable period of time to permit the distribution of the Participating Stock in the manner contemplated by the prospectus (the "Prospectus") included in the Registration Statement, which reasonable period of time shall be determined in the Company's sole discretion; (iii) subject to the issuance of any notice by the Company in accordance with Section 1(e)(v) hereof of the existence of any fact or the happening of any event of the kind described in Section 1(e)(v)(C) hereof, following the effective date of the Registration Statement, the Company will prepare and file with the SEC as soon as reasonably practicable such amendments to the Registration Statement or supplements to the Prospectus as may be necessary to permit the distribution of the Participating Stock in the manner contemplated by the Prospectus; (iv) the Company will furnish to the Participating Holders and any Underwriters copies of the Registration Statement, the Prospectus, any applicable supplement to the Prospectus and other documents relating to the Request Registration as may be reasonably requested in order to facilitate the offering and disposition of the Participating Stock and to permit any of such persons to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of the Prospectus or any amendment or supplement thereto by each of the Participating Holders and by each Underwriter thereof, if 3 any, in connection with the offering and sale of the Participating Stock covered by the Prospectus or any amendment or supplement thereto; (v) the Company will use its reasonable efforts to notify the Participating Holders promptly, (A) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, (B) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Participating Stock for sale under the securities or "Blue Sky" laws of any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) of the existence of a state of facts or the happening of an event (including without limitation pending negotiations relating to, or the consummation of, a transaction or the occurrence of any event which in the opinion of the Company might require additional disclosure of material, non-public information by the Company in the Registration Statement or the Prospectus) which in the opinion of counsel to the Company might reasonably result in (y) the Registration Statement, any amendment or post-effective amendment thereto, or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) the Prospectus, any prospectus supplement, or any document incorporated therein by reference including an untrue statement of material fact or omitting to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the Company will not be required to provide the Participating Holders and the Underwriter or Underwriters, if any, of any details or information as to any such facts or events referred to in this clause (C); (vi) prior to any public offering of Participating Stock, the Company will use its reasonable efforts to (A) if necessary, register or qualify the Participating Stock covered by the Registration Statement for offer and sale under the securities or "Blue Sky" laws of such jurisdictions within the United States as any Participating Holder or Underwriter reasonably shall request and (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions for so long as may be necessary to enable any such Participating Holder or Underwriter to complete its distribution of Participating Stock in the manner contemplated by the Prospectus; provided, however, that the Company shall not be required for any such purpose to qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 1(e)(vi) or consent to general service of process in any such jurisdiction; 4 (vii) as soon as reasonably practicable after the occurrence of any fact or event of the kind described in subparagraph (e)(v)(C) of this Section 1, the Company will prepare an amendment to the Registration Statement or a supplement to the Prospectus, any prospectus supplement, or any document incorporated therein by reference or file any other required document so that, as thereafter delivered by the purchasers of Participating Stock, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if the fact or event no longer exists, the Company shall not be required to prepare and file any such amendment, supplement or document, but shall use its reasonable efforts to notify promptly the Participating Holders that the fact or event no longer exists; and provided further, however, that if there continues to exist a state of facts or an event of the kind described in subparagraph (e)(v)(C) of this Section 1 which in the opinion of counsel to the Company might reasonably result in the effects contemplated by clause (y) or (z) of such subparagraph (e)(v)(C) and which in the opinion of the Company might require the disclosure of material, non-public information by the Company, then for so long as such fact or event continues to exist, the Company shall not be required to prepare and file any such amendment, supplement or document pursuant to the terms of this Instrument; and (viii) the Company will use its reasonable efforts to cause the shares of its Common Stock constituting Participating Stock covered by the Registration Statement to qualify for listing on the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, to list such shares on each securities exchange on which outstanding Common Stock of the Company is then listed, if any. (f) If all or any part of the Request Registration is to be conducted as a firm commitment underwriting, the Company and each Participating Holder shall enter into an underwriting agreement with respect to such distribution in a form approved by the Company. (g) Each Participating Holder agrees that, upon receipt of any notice from the Company of the existence of any fact or the happening of any event of the kind described in Section 1(e)(v)(C) hereof, such Participating Holder will forthwith discontinue disposition of Participating Stock pursuant to the Registration Statement until such Participating Holder's receipt of copies of the amendment, supplement or document contemplated by Section 1(e)(vii) hereof, or until it is advised in writing by the Company that the use of the Prospectus may be resumed, and, if so directed by the Company, such Participating Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Participating Holder's possession of the 5 Prospectus, including any amendment or supplement thereto, covering such Participating Stock at the time of receipt of such notice. 2. Expenses. The Company shall pay the following expenses in connection with an offering pursuant to the Request Registration: (i) the fees, disbursements and expenses of the Company's counsel(s) (United States and foreign) and accountants in connection with the registration of the Participating Stock to be disposed of under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus or final Prospectus, any amendments and supplements thereto and the mailing and delivering of copies thereof to the underwriters, dealers or other purchasers of the Participating Stock; (ii) the cost of printing or producing any agreement(s) among underwriters, underwriting agreement(s), any Blue Sky or Legal Investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of the Participating Stock to be disposed of; (iii) all expenses in connection with the qualification of the Participating Stock to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for any Underwriters in connection with such qualification and in connection with any Blue Sky and Legal Investment surveys; (iv) the filing fees incident to, and the fees and disbursements of counsel in connection with, securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Participating Stock to be disposed of; and (v) all fees and expenses incurred in connection with the listing of the shares of Common Stock constituting Participating Stock on the New York Stock Exchange, or the listing of such shares on any other securities exchange, pursuant to Section 1(e)(viii) hereof. The Participating Holders shall pay their own expenses, except that the Company, in its sole discretion, may pay the fees and expenses of one, but not more than one, counsel retained by the Participating Holders and approved by the Company. Without limiting the generality of the prior sentence, the Participating Holders of the Participating Stock to be sold pursuant to the Registration Statement shall pay all agency fees and commissions, underwriting discounts and commissions, and stock transfer taxes, attributable to the sale of their Participating Stock. 3. Indemnification and Contribution. (a) Indemnification by the Company. In connection with any registration of Registrable Stock under the Securities Act, the Company shall, and it hereby agrees to, indemnify and hold harmless each Participating Holder and each Underwriter, selling agent or other securities professional, if any, that participates in the disposition of Participating Stock, and each of their respective officers and directors and each person who controls such Participating Holder, Underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act") (each such person being sometimes referred to as an "Indemnified Person") against any losses, claims, damages or 6 liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which such Participating Stock is registered under the Securities Act, or any preliminary prospectus or Prospectus contained therein or furnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or Prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus, Prospectus or amendment or supplement thereto shall not inure to the benefit of any Indemnified Person from whom the person asserting any such losses, claims, damages or liabilities purchased Participating Stock, or any person controlling such Indemnified Person, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Indemnified Person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Participating Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. (b) Indemnification by the Participating Holders and any Agents and Underwriters. The Company may require, as a condition to including any Participating Stock in the Registration Statement, that the Company shall have received an undertaking reasonably satisfactory to it from each Participating Holder and from each Underwriter, selling agent or other securities professional, if any, that participates in the disposition of Participating Stock, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors and officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any 7 Prospectus contained therein or furnished by the Company to any such Participating Holder, Underwriter, selling agent or other securities professional, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such Participating Holder, Underwriter, selling agent or other securities professional, as applicable, expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim; (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 3, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under paragraph (a). In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 3 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought under this Section 3 (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) Contribution. If for any reason the indemnification provided for in this Section 3 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such 8 losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The indemnifying parties and the indemnified parties agree that it would not be just and equitable if contribution pursuant to this Section 3(d) were determined by pro rata allocation (even if the Participating Holders or any Underwriters, selling agents or other securities professionals or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 3(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Participating Holders and any Underwriters, selling agents or other securities professionals in this Section 3(d) to contribute shall be several in proportion to the amount of Participating Stock registered or underwritten, as the case may be, by them and not joint. (e) Notwithstanding any other provision of this Section 3, in no event will any (i) Participating Holder be required to undertake liability to any person under this Section 3 for any amounts in excess of the dollar amount of the proceeds received by such Participating Holder from the sale of such Participating Holder's Participating Stock (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement which is the subject of a claim under this Section 3 and (ii) Underwriter, selling agent or other securities professional be required to undertake liability to any person hereunder for any amounts in excess of the amount by which the sales price of the Participating Stock which they participated in selling exceeds any amount of damages such Underwriter, selling agent or securities professional has otherwise been required to pay as a result of such untrue or alleged untrue statement or omission or alleged omission. 9 (f) The obligations of the Company under this Section 3 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 3 shall be in addition to any liability which such Indemnified Person may otherwise have to the Company. The remedies provided in this Section 3 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity. (g) The provisions of this Section 3 may be varied by the Company in any manner it deems appropriate in connection with any particular Request Registration. 4. Governing Law; Arbitration. (a) THIS INSTRUMENT SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. (b) Any dispute, controversy or claim arising out of or relating to provisions of this Instrument shall be finally settled by arbitration in New York City before, and in accordance with the rules then applying of, the New York Stock Exchange, Inc. ("NYSE"), or if the NYSE declines to arbitrate the matter or the matter is not otherwise arbitrable before it, the American Arbitration Association ("AAA") in accordance with the commercial arbitration rules of the AAA. 5. Registered Address; Notices. All notices and other communications hereunder shall be in writing and shall be mailed by first class mail, postage prepaid, addressed (a) if to the Holders, at c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: General Counsel, or at such other address as a Holder shall furnish to the Company in writing, or (b) if to the Company, at 85 Broad Street, New York, New York 10004, Attention: General Counsel, or at such other address as the Company shall have furnished to the Holders in writing. 6. Parties in Interest. Each Participating Holder shall be entitled to receive the benefits of this Instrument and shall be bound by the terms and provisions of this Instrument by reason of such Participating Holder's election to participate in a Request Registration pursuant to Section 1(a) hereof. All the terms and provisions of this Instrument shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the Company and any Participating Holder with respect to the relevant Request Registration. Unless otherwise specified by the Company in its sole discretion, any transferee (including, without limitation, any charitable foundations or public charities) of any Participating Holder who or that shall acquire Participating Stock, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, shall, without any further writing or action of any kind, be entitled to 10 receive the benefits of and be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Instrument to the aforesaid extent as if such person were a Participating Holder hereunder with respect to the relevant Request Registration. The Company may, however, require any such transferee to sign an agreement acknowledging that it is bound by the terms and provisions of this Instrument as if such transferee were a Participating Holder with respect to the relevant Request Registration. 7. Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Instrument or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any Participating Holder, any director, officer, partner or trustee of such Participating Holder, any agent or Underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive the transfer of the Participating Stock by such Participating Holder. 8. Amendments and Waivers. This Instrument may be amended and the observance of any term of this Instrument may be waived (either generally or in a particular instance and either retroactively or prospectively) by a written instrument duly executed by the Company. Each Holder of any Registrable Stock at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 8, whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Stock or is delivered to such Holder. Any such amendment may be retroactive and apply to Holders of Registrable Stock previously included in a Registration Statement so long as such amendment does not adversely affect the rights of any Holder in any material respect. In the case of any amendment that materially and adversely affects the rights of a Holder, such amendment must be approved by the Holders of not less than a majority of the shares of Registrable Stock held by the materially and adversely affected Holders, treating any convertible or exchangeable instrument as if it had been converted or exchanged, except that the approval of each materially and adversely affected Holder must be obtained with respect to any amendment to the indemnification or contribution provisions of this Instrument in order for such amendment to be applicable to such Holder. 9. Waiver of Claims. Each Holder recognizes and agrees that prior to the Company's determination to permit such Holder to include such Holder's Registrable Stock in a Request Registration, such Holder has no right to any benefits provided by this Instrument. Accordingly, in consideration of the Holder's participation in a Request Registration, such Holder expressly waives any right to contest the terms of any Request Registration, any determination, action or omission made by the Company in connection with any Request Registration or any amendment of this Instrument (other than an 11 amendment of this Instrument to which such Holder's consent is expressly required by the express terms of this Instrument). 10. Miscellaneous. The headings in this Instrument are for purposes of reference only and shall not limit or otherwise affect the meaning thereof. 12 IN WITNESS WHEREOF, the Company has executed and delivered this Instrument as of the date above written. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm -------------------- Name: Gregory K. Palm Title: Authorized Person 13 EX-99.H 3 SUPPLEMENTAL REGISTRATION RIGHTS INSTRUMENT SUPPLEMENTAL REGISTRATION RIGHTS INSTRUMENT EXHIBIT H SUPPLEMENTAL REGISTRATION RIGHTS INSTRUMENT SUPPLEMENTAL REGISTRATION RIGHTS INSTRUMENT, dated as of December 10, 1999 (the "Supplemental Instrument"). WHEREAS, The Goldman Sachs Group, Inc., a Delaware corporation (the "Company") has entered into a Registration Rights Instrument, dated as of December 10, 1999 (the "Registration Rights Instrument") (attached as Annex A hereto); WHEREAS, pursuant to Section 1 of the Registration Rights Instrument, the Company has determined to register under the Securities Act of 1933 (the "Securities Act") the Designated Stock (as defined below) for resale by the Charities (as defined below); and WHEREAS, pursuant to Section 1 of the Registration Rights Instrument, the Company has notified each person listed in Schedule I hereto (each, a "Donating Partner") of such determination, and each Donating Partner has requested that the Company include his or her Designated Stock in the Registration Statement (as defined below); NOW THEREFORE, the Company undertakes as follows: 1. Definitions. (a) Unless otherwise defined herein, all capitalized and undefined terms shall have the meanings assigned to them in the Registration Rights Instrument. (b) The following terms shall have the following meanings for the purposes of both this Supplemental Instrument and the Registration Rights Instrument: "Charities" means collectively the public charities and private foundations listed in Schedule II hereto. For the purposes of the Registration Rights Instrument, the Charities shall be deemed to be the Participating Holders. "Designated Stock" means the shares of Common Stock listed next to each Charity in Schedule II hereto. For the purposes of the Registration Rights Instrument, the Designated Stock shall be deemed to be the Participating Stock, subject to such stock ceasing to be Participating Stock pursuant to the last sentence of Section 1(a) of the Registration Rights Instrument. "Registration Statement" means, for the purposes of both this Supplemental Instrument and the Registration Rights Instrument, the Company's Registration Statement on Form S-1 (File No. 333-90677) registering the Designated Stock for resale by the Charities. "Request Registration" means, for the purposes of both this Supplemental Instrument and the Registration Rights Instrument, the registration of Common Stock for resale by the Charities and the distribution of the Designated Stock by the Charities pursuant to the Registration Statement. 2. Charities. The Charities will be entitled to receive the benefits of and will be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of the Registration Rights Instrument as supplemented, modified and superseded by this Supplemental Instrument. 3. Supplements and Modifications. With respect to the Request Registration contemplated by this Supplemental Instrument, the Registration Rights Instrument is hereby supplemented, modified and superseded as follows: (a) Notwithstanding Sections 1(b)(ii) and 1(e)(i) of the Registration Rights Instrument, the Company shall not withdraw the Registration Statement after the Registration Statement has been declared effective by the SEC; provided, however, that the Company may withdraw the Registration Statement at any time on or after the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. (b) Pursuant to Section 1(c) of the Registration Rights Instrument, the Company hereby determines that the Charities may distribute the Designated Stock in any manner contemplated by the Registration Statement; provided, however, that any firm commitment underwriting will need to be approved by the Company in the manner contemplated by Sections 1(c) and 1(f) of the Registration Rights Instrument, although no Charity, unless and until it agrees otherwise, will be obligated to participate in any such underwriting. (c) Notwithstanding Section 1(e)(ii) of the Registration Rights Instrument, and subject to the issuance of any notice by the Company in accordance with Section 1(e)(v) of the Registration Rights Instrument, the Company shall use all reasonable efforts to keep the Registration Statement effective until the earliest date on which each share of Designated Stock has either (i) ceased to be Participating Stock or (ii) become eligible for resale pursuant to Rule 144(k) under the Securities Act. 2 (d) The expense reimbursement provisions of Section 2 of the Registration Rights Instrument shall apply to the distribution of the Designated Stock in the manner contemplated by the Registration Statement; provided, however, that the Company will not pay the fees and expenses of counsel to the Charities. (e) The indemnification and contribution provisions of Section 3 of the Registration Rights Instrument shall apply to the distribution of the Designated Stock in the manner contemplated by the Registration Statement; provided, however, that the Company shall not require that any Charity provide the undertaking referred to in Section 3(b) of the Registration Rights Instrument and no Charity shall be deemed to be an "indemnifying party" for any purpose under the Registration Rights Instrument; provided further, however, that, in the case of a firm commitment underwriting, the Company may modify the indemnification and contribution provisions of Section 3 of the Registration Rights Instrument in any manner it deems appropriate. (f) To the extent that Goldman, Sachs & Co. is required to deliver a prospectus in connection with the sale of the shares of Common Stock listed on Schedule III hereto, the indemnification and contribution provisions of Section 3 of the Registration Rights Instrument, as supplemented, modified and superseded by this Supplemental Instrument, shall apply to such sale as if such Common Stock was Participating Stock and the Charities listed in Schedule III were Participating Holders, in each case under the Registration Rights Instrument. (g) Notwithstanding the provisions of Section 8 of the Registration Rights Instrument, the Company shall not amend the Registration Rights Instrument or this Supplemental Instrument in any manner that would cause the Designated Stock not to qualify as "qualified appreciated stock" within the meaning of Section 170(e)(5)(B) of the Internal Revenue Code of 1986, as amended. Moreover, the Registration Rights Instrument and this Supplemental Instrument shall be interpreted in a manner consistent with the treatment of the Designated Stock as "qualified appreciated stock". 4. Application of Registration Rights Instrument. Except as supplemented, modified and superseded by this Supplemental Instrument, the Registration Rights Instrument shall apply to the registration and distribution of the Designated Stock in the manner contemplated by the Registration Statement, and each Charity, by agreeing in advance that any Designated Stock donated to it will be covered by the Registration Statement, shall be deemed to have agreed to undertake the obligations of a Participating Holder under the Registration Rights Instrument, as so supplemented, modified and superseded. 3 IN WITNESS WHEREOF, the Company has executed and delivered this Supplemental Instrument as of the date above written. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm -------------------------- Name: Gregory K. Palm Title: Authorized Person EX-99.I 4 POWER OF ATTORNEY POWER OF ATTORNEY This power of attorney shall remain in full force and effect until either revoked in writing by the undersigned (or another member of the Shareholders' Agreement Committee) or until such time as the person or persons to whom this power of attorney has been hereby granted cease(s) to be employed by The Goldman Sachs Group, Inc. or one of its affiliates. KNOWN ALL PERSONS BY THESE PRESENTS that Henry M. Paulson, Jr. does hereby make, constitute and appoint each of Robert J. Katz, Gregory K. Palm, Hans L. Reich and Roger S. Begelman, acting individually, his true and lawful attorney-in-fact to execute, deliver and file in his name and on his behalf, as attorney-in-fact for the Covered Persons under Section 6.3 of the Shareholders' Agreement, dated as of May 7, 1999 (the "Shareholders' Agreement"), among The Goldman Sachs Group, Inc. and the persons named therein, any and all filings the undersigned may make on behalf of the Covered Persons with the Securities and Exchange Commission pursuant to Section 6.3 of the Shareholders' Agreement, giving and granting unto each said attorney-in-fact power and authority to act pursuant to said Section 6.3 as fully and to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 23, 1999. /s/ Henry M. Paulson, Jr. --------------------------------- Henry M. Paulson, Jr.
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