-----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, HMIPtmCcw9F5Blg7ldIC3kBYmeXtpJm5o9oqQDE1nH99gttXgUTTRgWnR/FmVfUC yqcMD5D8XiSzhsKlWG6pVw== /in/edgar/work/20000630/0000950123-00-006274/0000950123-00-006274.txt : 20000920 0000950123-00-006274.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-006274 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000630 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: [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: 666795 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: [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 sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D 1 SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 SCHEDULE 13D/A (Rule 13d-101) Amendment No. 3 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) June 26, 2000 -------------------- (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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) 2 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 BENEFICIALLY Appendix A OWNED BY REPORTING PERSON WITH 8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.) 274,663,035 Covered Shares held by Covered Persons 141,629 Uncovered Shares held by Covered Persons(3) 1,587,508 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 PERSON 276,392,172(7) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [X](7) SHARES (Applies to each person listed on Appendix A.) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.8%(7) 14. TYPE OF REPORTING PERSON: OO as to persons listed in Appendix A under the caption "Trusts"; PN as to persons listed in Appendix A under the caption "Partnerships"; CO as to persons listed in Appendix A under the caption "Corporations"; IN as to all other persons listed in 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 92 private charitable foundations established by 92 Covered Persons each of whom is a 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 3 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, 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 4 APPENDIX A
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 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 Milton R. Berlinski The Netherlands 0 0 0 0 Andrew S. Berman 0 0 0 0 Frances R. Bermanzohn 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 5
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Daniel G. Brennan 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 Peter D. Brundage 0 0 0 0 Sholom Bryski 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 100 0 100 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 6
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Liam Connell 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 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 7
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ Gavyn Davies UK 0 0 0 0 Michael G. De Lathauwer Belgium 0 0 0 0 David A. Dechman 0 0 0 0 Mark Dehnert 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 8
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Brian F. Farr 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 Daniel M. Fitzpatrick 0 0 0 0 James A. Fitzpatrick 0 0 0 0 David N. Fleischer 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 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 9
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ 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 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 10
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Thomas J. Hopkins 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 11
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ Robert C. Jones 0 0 0 0 Chansoo Joung 0 0 0 0 Andrew J. Kaiser 0 0 0 0 Ann F. Kaplan 21 0 21 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 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 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 12
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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) Lawrence Kutscher 0 0 0 0 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 Peter Layton 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 Jack Levy 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 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 13
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ Robert H. Litzenberger 0 0 0 0 David McD A. Livingstone Australia 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 Arthur S. Margulis, Jr. 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 14
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Jeffrey M. Moslow 0 0 0 0
14 15
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 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 22 0 22 0 Kipp M. Nelson 0 0 0 0 Robin Neustein 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 16
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Nomi M. Prins 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 Jonathan Raleigh 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 John Rizner 0 0 0 0 Simon M. Robertson UK 0 0 0 0
- ---------------- (10) Shared with family members. 16 17
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 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 18
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Michael H. Siegel 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 19
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ Patrick Sullivan 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 Ronald K. Tanemura UK/USA 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
19 20
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Kevin D. Willsey 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 Anne Yang 0 0 0 0 Xiang-Dong Yang China (PRC) 0 0 0 0
- --------------- (11) Shared with family members. 20 21
ITEM 6 ITEM 10 CITIZENSHIP ITEM 7 SHARED (UNITED STATES SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 35(12) 0 35(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 92 private N/A 0 1,587,508 0 1,587,508 charitable foundations established by 92 Covered Persons each of whom is a 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 22
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ TRUSTS 2000 Carlos A. Cordeiro Grantor Retained Annuity Trust 0 0 0 0 2000 Danny O. Yee Grantor Retained Annuity Trust 0 0 0 0 2000 Douglas W. Kimmelman Grantor Retained Annuity Trust 0 0 0 0 2000 Girish V. Reddy Grantor Retained Annuity Trust 0 0 0 0 2000 James M. Sheridan Grantor Retained Annuity Trust 0 0 0 0 2000 John A. Thain Grantor Retained Annuity Trust 0 0 0 0 2000 Kipp M. Nelson Grantor Retained Annuity Trust 0 0 0 0 2000 Mary Ann Casati Grantor Retained Annuity Trust 0 0 0 0 2000 Michael E. Novogratz Grantor Retained Annuity Trust 0 0 0 0 2000 Scott S. Prince Grantor Retained Annuity Trust 0 0 0 0 The Abby Joseph Cohen 2000 Annuity Trust I 0 0 0 0 The Abby Joseph Cohen 2000 Family Trust 0 0 0 0 The Adina R. Lopatin 2000 Trust 0 0 0 0 The Alexander H. Witten 2000 Trust 0 0 0 0 The Alexander I. Berlinski 2000 Trust 0 0 0 0 The Alexander Litzenberger 2000 Grantor Retained Annuity Trust 0 0 0 0
22 23
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Alexander Litzenberger Remainder Trust 0 0 0 0 The Alexandra D. Steel 2000 Trust 0 0 0 0 The Alexis Blood 2000 Trust 0 0 0 0 The Alyssa Blood 2000 Trust 0 0 0 0 The Amanda Liann Mead 2000 Trust 0 0 0 0 Anahue Trust Jersey 0 0 0 0 Andrew L. Fippinger-Millennium Trust 0 0 0 0 The Andrew M Alper 2000 Annuity Trust I 0 0 0 0 The Andrew M. Gordon 2000 Family Trust 0 0 0 0 Ann F. Kaplan Two Year Trust Dated June 2000 0 0 0 0 The Anne R. Witten 2000 Trust 0 0 0 0 The Anne Sullivan Wellde 2000 Trust 0 0 0 0 The Anthony D. Lauto 2000 Annuity Trust I 0 0 0 0 The Anthony D. Lauto 2000 Family Trust 0 0 0 0 The Arthur J. Reimers, III Defective Trust 2000 Connecticut 0 0 0 0 Arthur J. Reimers, III Grantor Retained Annuity Trust 2000 Connecticut 0 0 0 0 The Avi M. Nash 2000 Annuity Trust I 0 0 0 0 The Avi M. Nash 2000 Family Trust 0 0 0 0 The Bari Marissa Schwartz 2000 Trust 0 0 0 0 Barry A. Kaplan 2000 Family Trust 0 0 0 0 Barry A. Kaplan 2000 GRAT 0 0 0 0 The Barry L. Zubrow 2000 Annuity Trust I 0 0 0 0 The Barry L. Zubrow 2000 Family Trust 0 0 0 0
23 24
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Benjamin H. Sherlund 2000 Trust 0 0 0 0 The Benjamin Kraus 2000 Trust 0 0 0 0 The Bradley Abelow Family 2000 Trust 0 0 0 0 The Caceres Novogratz Family Trust 0 0 0 0 The Carlos A. Cordeiro Trust 0 0 0 0 The Charlotte Steel 2000 Trust 0 0 0 0 The Charlotte Textor 2000 Trust 0 0 0 0 The Christopher A. Cole 2000 Annuity Trust I 0 0 0 0 The Christopher A. Cole 2000 Family Trust 0 0 0 0 The Christopher K. Norton 2000 Family Trust 0 0 0 0 The Christopher Palmisano 2000 Grantor Retained Annuity Trust 0 0 0 0 The Christopher Palmisano Remainder Trust 0 0 0 0 The Christopher Ryan Tortora 2000 Trust 0 0 0 0 The Cody J Smith 2000 Annuity Trust I 0 0 0 0 The Cody J Smith 2000 Family Trust 0 0 0 0 The Connie K. Duckworth 2000 Annuity Trust I 0 0 0 0 The Connie K. Duckworth 2000 Family Trust 0 0 0 0 The Constance A. Haydock 2000 Trust 0 0 0 0 The Daniel Alexander Schwartz 2000 Trust 0 0 0 0 The Daniel M. Neidich 2000 Annuity Trust I 0 0 0 0 The Daniel W. Stanton 2000 Annuity Trust I 0 0 0 0 The Daniel W. Stanton, II 2000 Trust 0 0 0 0
24 25
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Danny O. Yee Trust 0 0 0 0 The David B. Ford 2000 Annuity Trust DTD as of 6/16/2000 Pennsylvania 0 0 0 0 The David B. Heller 2000 Annuity Trust I 0 0 0 0 The David B. Heller 2000 Family Trust 0 0 0 0 The David G. Lambert 2000 Annuity Trust I 0 0 0 0 The David G. Lambert 2000 Family Trust 0 0 0 0 The David L. Henle 2000 Annuity Trust I 0 0 0 0 The David L. Henle 2000 Family Trust 0 0 0 0 The David M. Baum Family 2000 Trust New Jersey 0 0 0 0 The David Viniar 2000 Annuity Trust I 0 0 0 0 The David W. Blood 2000 Annuity Trust I 0 0 0 0 The Donald F. Textor 2000 Annuity Trust I 0 0 0 0 The Douglas W. Kimmelman Trust 0 0 0 0 The Eaddy Adele Kiernan 2000 Trust 0 0 0 0 The Edward C. Forst 2000 Annuity Trust I 0 0 0 0 The Edward C. Forst 2000 Family Trust 0 0 0 0 The Edward Scott Mead 2000 Annuity Trust I 0 0 0 0 Eff Warren Martin 2000 Childrens Trust California 0 0 0 0 Eff Warren Martin 2000 Grantor Retained Annuity Trust California 0 0 0 0 The Elizabeth Anne Corrigan 2000 Trust 0 0 0 0 The Elizabeth H. Coulson 2000 Trust 0 0 0 0 The Elizabeth L. Heller 2000 Trust 0 0 0 0 The Elizabeth Lin Mead 2000 Trust 0 0 0 0
25 26
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Elizabeth M. Stanton 2000 Trust 0 0 0 0 The Elizabeth Steel 2000 Trust 0 0 0 0 The Ellie Dorit Neustein 2000 Trust 0 0 0 0 The Emily Austen Katz 2000 Trust 0 0 0 0 The Emily Stecher 2000 Trust 0 0 0 0 The Emma M.L. Mead 2000 Trust 0 0 0 0 The Eric Fithian 2000 Trust 0 0 0 0 The Erin Marie Tormondsen 2000 Trust 0 0 0 0 The Esta Eiger Stecher 2000 Annuity Trust I 0 0 0 0 The Francis J. Ingrassia 2000 Annuity Trust I 0 0 0 0 The Francis J. Ingrassia 2000 Family Trust 0 0 0 0 The Frank L. Coulson III 2000 Trust 0 0 0 0 The Fredric E. Steck 2000 Annuity Trust I 0 0 0 0 The Fredric E. Steck 2000 Family Trust 0 0 0 0 Gary D. Cohn 2000 Family Trust 0 0 0 0 Gary D. Cohn 2000 GRAT 0 0 0 0 The Geoffrey T. Grant 2000 Family Trust 0 0 0 0 The George H. Walker 2000 Annuity Trust I 0 0 0 0 The George H. Walker 2000 Family Trust 0 0 0 0 The George W. Wellde, Jr. 2000 Annuity Trust I 0 0 0 0 The George William Wellde, III 2000 Trust 0 0 0 0 Ghez 2000 GRAT 0 0 0 0 Ghez 2000 Non-GST-Exempt Trust 0 0 0 0
26 27
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Girish V. Reddy Trust 0 0 0 0 The Goldenberg 2000 Annuity Trust I 0 0 0 0 The Goldenberg 2000 Family Trust 0 0 0 0 The Greg M. Ostroff 2000 Annuity Trust I 0 0 0 0 The Greg M. Ostroff 2000 Family Trust 0 0 0 0 The Gregory H. Zehner 2000 Annuity Trust I 0 0 0 0 The Gregory H. Zehner 2000 Family Trust 0 0 0 0 The Gregory K. Palm 2000 Annuity Trust I 0 0 0 0 The Gregory K. Palm 2000 Family Trust 0 0 0 0 The Guapulo Trust Jersey 0 0 0 0 The Howard A. Silverstein 2000 Annuity Trust I 0 0 0 0 The Howard A. Silverstein 2000 Family Trust 0 0 0 0 The Howard B. Schiller 2000 Annuity Trust I 0 0 0 0 The Isabelle M.L. Mead 2000 Trust 0 0 0 0 The J. David Rogers 2000 Annuity Trust I 0 0 0 0 The James Alexander Mead 2000 Trust 0 0 0 0 The James M. Sheridan Trust 0 0 0 0 The James Nicholas Katz 2000 Trust 0 0 0 0 James P. Riley, Jr. 2000 Family Trust 0 0 0 0 James P. Riley, Jr. 2000 GRAT 0 0 0 0 The Jason Kraus 2000 Trust 0 0 0 0 The Jason William Tortora 2000 Trust 0 0 0 0 The Jeffrey D. Witten 2000 Trust 0 0 0 0
27 28
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Jennifer Lauren Alper 2000 Trust 0 0 0 0 JG 2000 Trust 0 0 0 0 JG 2000 Trust (continuing trust) 0 0 0 0 The John A. Thain Trust 0 0 0 0 The John J. Powers 2000 Family Trust 0 0 0 0 The John L. Townsend, III 2000 Annuity Trust I 0 0 0 0 The John O. Downing 2000 Annuity Trust I 0 0 0 0 The John O. Downing 2000 Family Trust 0 0 0 0 The John P. Curtin, Jr. 2000 Annuity Trust I 0 0 0 0 The John P. Curtin, Jr. 2000 Family Trust 0 0 0 0 The John R. Tormondsen 2000 Annuity Trust I 0 0 0 0 The John R. Tormondsen, Jr. 2000 Trust 0 0 0 0 The John S. Weinberg 2000 Annuity Trust I 0 0 0 0 The John S. Weinberg 2000 Family Trust 0 0 0 0 The Jonathan G. Neidich 2000 Trust 0 0 0 0 The Jonathan M. Lopatin 2000 Annuity Trust I 0 0 0 0 The Jordan Viniar 2000 Trust 0 0 0 0 The Joseph Della Rosa 2000 Annuity Trust I 0 0 0 0 The Joseph Della Rosa 2000 Family Trust 0 0 0 0 The Joseph H. Gleberman 2000 Annuity Trust I 0 0 0 0 The Joseph H. Gleberman 2000 Family Trust 0 0 0 0 The Jun Makihara 2000 Family Trust 0 0 0 0 The Karen Barlow Corrigan 2000 Trust 0 0 0 0 The Karen Rebecca Alper 2000 Trust 0 0 0 0
28 29
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Karsten Moller & Barbara Kahn-Moller Trust Jersey 0 0 0 0 The Katherine A.M. Stanton 2000 Trust 0 0 0 0 The Katheryn C. Coulson 2000 Trust 0 0 0 0 The Kathryn Margaret Wellde 2000 Trust 0 0 0 0 The Kelsey Fithian 2000 Trust 0 0 0 0 The Kenneth Litzenberger 2000 Grantor Retained Annuity Trust 0 0 0 0 The Kenneth Litzenberger Remainder Trust 0 0 0 0 The Kevin W. Kennedy 2000 Annuity Trust I 0 0 0 0 The Kevin W. Kennedy 2000 Family Trust 0 0 0 0 The Kimberly Lynn Macaione 2000 Trust 0 0 0 0 The Kimberly R. Textor 2000 Trust 0 0 0 0 The Kipp M. Nelson Trust 0 0 0 0 The Kyle F. Textor 2000 Trust 0 0 0 0 The Lauren Schiller 2000 Trust 0 0 0 0 The Lawrence R. Buchalter 2000 Annuity Trust I 0 0 0 0 The Lawrence R. Buchalter 2000 Family Trust 0 0 0 0 The Lee G. Vance 2000 Annuity Trust I 0 0 0 0 The Lee G. Vance 2000 Family Trust 0 0 0 0 The Leslie C. Tortora 2000 Annuity Trust I 0 0 0 0 Lloyd C. Blankfein 2000 Family Trust 0 0 0 0 Lloyd C. Blankfein 2000 GRAT 0 0 0 0 The Louise Rice Townsend 2000 Trust 0 0 0 0
29 30
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ M. Roch Hillenbrand Trust f/b/o C. Justin Hillenbrand New Jersey 0 0 0 0 M. Roch Hillenbrand Trust f/b/o Molly D. Hillenbrand New Jersey 0 0 0 0 The Mallory G. Neidich 2000 Trust 0 0 0 0 The Marc A. Spilker 2000 Family Trust 0 0 0 0 The Mark A. Zurack 2000 Annuity Trust I 0 0 0 0 The Mark A. Zurack 2000 Family Trust 0 0 0 0 The Mark A. Zurack 2000 Issue Trust 0 0 0 0 Mark Dehnert Living Trust Illinois 0 0 0 0 The Mark Schwartz 2000 Annuity Trust I 0 0 0 0 The Mark Tercek 2000 Annuity Trust I 0 0 0 0 The Mark Tercek 2000 Family Trust 0 0 0 0 Marks 2000 0 0 0 0 Marks 2000 (continuing trust) 0 0 0 0 The Mary Agnes Reilly Kiernan 2000 Trust 0 0 0 0 The Mary Ann Casati Trust 0 0 0 0 The Matthew D. Rogers 2000 Trust 0 0 0 0 The Matthew Peter Mortara 2000 Trust 0 0 0 0 The Maya Bettina Linden 2000 Trust 0 0 0 0 The Merritt Moore Townsend 2000 Trust 0 0 0 0 The Mesdag Family Trust Delaware 0 0 0 0 The Michael A. Price 2000 Annuity Trust I 0 0 0 0 The Michael A. Price 2000 Family Trust 0 0 0 0 The Michael D. Ryan 2000 Annuity Trust I 0 0 0 0 The Michael D. Ryan 2000 Family Trust 0 0 0 0
30 31
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Michael J. Zamkow 2000 Annuity Trust I 0 0 0 0 The Michael J. Zamkow 2000 Family Trust 0 0 0 0 The Michael P. Mortara 2000 Annuity Trust I 0 0 0 0 The Michael Paul Mortara 2000 Trust 0 0 0 0 The Michael Stecher 2000 Trust 0 0 0 0 The Milton R. Berlinski 2000 Annuity Trust I 0 0 0 0 The Mossavar-Rahmani 2000 Annuity Trust I 0 0 0 0 The Mossavar-Rahmani 2000 Family Trust 0 0 0 0 Murphy 2000 0 0 0 0 Murphy 2000 (continuing trust) 0 0 0 0 The Natalie Cailyn Rogers 2000 Trust 0 0 0 0 The Nicole Schiller 2000 Trust 0 0 0 0 The Nina B. Haydock 2000 Trust 0 0 0 0 The Peter C. Gerhard 2000 Annuity Trust I 0 0 0 0 The Peter C. Gerhard 2000 Family Trust 0 0 0 0 The Peter D. Kiernan, III 2000 Annuity Trust I 0 0 0 0 The Peter Kiernan IV 2000 Trust 0 0 0 0 The Peter S. Kraus 2000 Annuity Trust I 0 0 0 0 The Philip D. Murphy 2000 Annuity Trust I 0 0 0 0 The Philip D. Murphy 2000 Family Trust 0 0 0 0 The Philip Darivoff 2000 Annuity Trust I 0 0 0 0 The Rachel M. Darivoff 2000 Trust 0 0 0 0 The Ralph F. Rosenberg 2000 Annuity Trust I 0 0 0 0 The Ralph F. Rosenberg 2000 Family Trust 0 0 0 0
31 32
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ Randal M. Fippinger-Millennium Trust 0 0 0 0 The Randolph L. Cowen 2000 Family Trust 0 0 0 0 Rayas Trust Jersey 0 0 0 0 The Rebecca Viniar 2000 Trust 0 0 0 0 The Richard A. Friedman 2000 Annuity Trust I 0 0 0 0 The Richard A. Friedman 2000 Family Trust 0 0 0 0 The Richard A. Sapp 2000 Annuity Trust I 0 0 0 0 The Richard A. Sapp 2000 Family Trust 0 0 0 0 The Richard E. Witten 2000 Annuity Trust I 0 0 0 0 The Richard G. Sherlund 2000 Annuity Trust I 0 0 0 0 Robert A. Fippinger, Jr.-Millennium Trust 0 0 0 0 The Robert B. Litterman 2000 Annuity Trust I 0 0 0 0 The Robert B. Litterman 2000 Family Trust 0 0 0 0 The Robert B. Morris III 2000 Annuity Trust I 0 0 0 0 The Robert J. Hurst 2000 Annuity Trust I 0 0 0 0 The Robert J. Hurst 2000 Family Trust 0 0 0 0 The Robert J. Katz 2000 Annuity Trust I 0 0 0 0 The Robert J. O Shea 2000 Annuity Trust I 0 0 0 0 The Robert J. O Shea 2000 Family Trust 0 0 0 0 The Robert J. Pace 2000 Annuity Trust I 0 0 0 0 The Robert J. Pace 2000 Family Trust 0 0 0 0 The Robert K. Steel 2000 Annuity Trust I 0 0 0 0 The Robert B. Morris III 2000 Family Trust 0 0 0 0 The Robin Neustein 2000 Annuity Trust I 0 0 0 0
32 33
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Samantha Schiller 2000 Trust 0 0 0 0 The Sarah B. Lopatin 2000 Trust 0 0 0 0 The Sarah Delacy Kiernan 2000 Trust 0 0 0 0 The Sarah M. Darivoff 2000 Trust 0 0 0 0 The Sarah Rose Berlinski 2000 Trust 0 0 0 0 The Scott B. Kapnick 2000 Annuity Trust I 0 0 0 0 The Scott B. Kapnick 2000 Family Trust 0 0 0 0 Scott M. Pinkus 2000 Family Trust New Jersey 0 0 0 0 Scott M. Pinkus 2000 GRAT New Jersey 0 0 0 0 The Scott S. Prince Trust 0 0 0 0 The Stephen M. Neidich 2000 Trust 0 0 0 0 The Steven M. Heller, Jr. 2000 Trust 0 0 0 0 The Steven T. Mnuchin 2000 Annuity Trust I 0 0 0 0 The Steven T. Mnuchin 2000 Family Trust 0 0 0 0 The Stuart Mark Rothenberg 2000 Annuity Trust I 0 0 0 0 The Stuart Mark Rothenberg 2000 Family Trust 0 0 0 0 The Terence M. O Toole 2000 Annuity Trust I 0 0 0 0 The Terence M. O Toole 2000 Family Trust 0 0 0 0 The Tess Augusta Linden 2000 Trust 0 0 0 0 The Thomas K. Montag 2000 Annuity Trust I 0 0 0 0 The Thomas K. Montag 2000 Family Trust 0 0 0 0 The Tracy Richard Wolstencroft 2000 Annuity Trust I 0 0 0 0
33 34
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Tracy Richard Wolstencroft 2000 Family Trust 0 0 0 0 Trust for the benefit of David Ford, Jr. under Indenture of Trust B of David B. Ford dated 6/16/00 Pennsylvania 0 0 0 0 Trust for the benefit of Jamie Ford under Indenture of Trust B of David B Ford dated as of 6/16/00 Pennsylvania 0 0 0 0 Vyrona Trust Jersey 0 0 0 0 The Walter H. Haydock 2000 Annuity Trust I 0 0 0 0 The Walter H. Haydock, Jr. 2000 Trust 0 0 0 0 The William C. Sherlund 2000 Trust 0 0 0 0 The William Keith Litzenberger 2000 Grantor Retained Annuity Trust 0 0 0 0 The William Keith Litzenberger Remainder Trust 0 0 0 0 The Zachariah Cobrinik 2000 Annuity Trust I 0 0 0 0 The Zachariah Cobrinik Family 2000 Trust 0 0 0 0 PARTNERSHIPS ALS Investment Partners, L.P. Delaware 0 0 0 0 Beech Associates, L.P. Delaware 0 0 0 0 Crestley, L.P. Delaware 0 0 0 0 Daniel G. Brennan Family Limited Partnership Illinois 0 0 0 0 Greenley Partners, L.P. Delaware 0 0 0 0 HEMPA Limited Partnership Delaware 0 0 0 0 JSS Investment Partners, L.P. Delaware 0 0 0 0 Mesdag Family Limited Partnership Delaware 0 0 0 0
34 35
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 SHARED (NEW YORK SOLE VOTING ITEM 8 ITEM 9 DISPOSITIVE UNLESS POWER OF SHARED VOTING SOLE DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ Mijen Family Partnership Illinois 0 0 0 0 Opatrny Investment Partners, L.P. Delaware 0 0 0 0 Rantz GS Investment Partners, L.P. Delaware 0 0 0 0 Savitz Investment Partners, L.P. Delaware 0 0 0 0 The Litzenberger Family Limited Partnership Delaware 0 0 0 0 The Rizner Family Limited Partnership Illinois 0 0 0 0 Trott GS Investment Partners, L.P. Delaware 0 0 0 0 Tuft GS Investment Partners, L.P. Delaware 0 0 0 0 Windy Hill Investment Company II, L.P. Delaware 0 0 0 0 Winkelried Investment Partners, L.P. Delaware 0 0 0 0 CORPORATIONS Anahue Limited Jersey 0 0 0 0 Guapulo Holdings Ltd Jersey 0 0 0 0 HJS2 Limited Cayman Islands 0 0 0 0 Majix Limited Jersey 0 0 0 0 Melalula Limited Jersey 0 0 0 0 RJG Holding Company Cayman Islands 0 0 0 0 Robinelli Limited Jersey 0 0 0 0 Vyrona Holdings Limited Jersey 0 0 0 0 Zurrah Limited Jersey 0 0 0 0
35 36 This Amendment No. 3 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. 3 is being filed principally because on June 26, 2000, certain Covered Persons transferred Covered Shares to estate planning vehicles, which became parties to the Shareholders' Agreement referred to in Item 2 below. 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 or place of organization of each Covered Person. Each Covered Person who is an individual (an "Individual Covered Person") is a senior professional employed or formerly employed by GS Inc. GS Inc. is a global investment banking and securities firm. Each of The Daniel G. Brennan Family Limited Partnership, Mark Dehnert Living Trust, Mijen Family Partnership and The Rizner Family Limited Partnership, and each other Covered Person who is not an individual (the "Estate Planning Covered Persons") is a trust, limited partnership or corporation created by an Individual Covered Person solely for estate planning purposes. The Covered Persons listed in Appendix A under the caption "Partnerships" are limited partnerships of which an Individual Covered Person is general partner. Each Estate Planning Covered Persons listed in Appendix A under the caption "Corporations" (a "Corporate Estate Planning Covered Person") is controlled by an Individual Covered Person (the "Controlling Covered Person"). The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Corporate Estate Planning Covered Person (other than the Controlling Covered Person) is set forth in Annex A hereto. The business address of each Covered Person for purposes of this Schedule is: (i) in the case of entities organized in Jersey, 26 New Street, St. Helier, Jersey, JE4 3RA; (ii) in the case of entities organized in the Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands; and (iii) in the case of all other Covered Persons, 85 Broad Street, New York, New York 10004. (d), (e) Except as described in Annex A or Annex B, during the last five years, no Covered Person or, to the best knowledge of the Covered Persons, any executive officer or director of a 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 36 37 investee corporations; (ii) the former owners (the "Hull Covered Persons") of Hull and Associates, L.L.C. ("Hull") acquired certain Covered Shares in exchange for their interests in Hull; (iii) certain Individual 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; and (iv) the Estate Planning Covered Persons have acquired and will acquire beneficial ownership of their Covered Shares as contributions or gifts made by Individual Covered Persons. 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 Individual Covered Persons, other than the Hull 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. The Hull Covered Persons acquired the Covered Shares in connection with the acquisition by GS Inc. of Hull and through certain employee compensation, benefit or similar plans of GS Inc. The Estate Planning Covered Persons acquired the Covered Shares as contributions or gifts made for estate planning purposes by Individual Covered Persons, and the provisions of the organizational documents of certain Estate Planning Covered Persons provide for the distribution of Common Stock to certain other Covered Persons. As a condition to the contribution or gift of the Covered Shares, the Shareholders' Committee required that each Estate Planning Covered Person agree to become a party to the Shareholders' Agreement and to be bound by the Partner Transfer Restrictions referred to in Item 6 below. 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 employee compensation, benefit or similar plans of GS Inc. in the future or as described above, 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, Appendix A and Annex 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, Appendix A and Annex 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 since June 21, 2000, the date of the most recent filing on Schedule 13D by the Covered Persons. (d), (e) Not applicable. 37 38 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, and forms of the Counterparts to the Shareholders' Agreement executed by or on behalf of the Estate Planning Covered Persons and certain Hull Covered Persons, are filed as Exhibits to this Schedule and the following summary of the terms of the Shareholders' 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 by the Hull Covered Persons in exchange for their interests in Hull; 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); shares of Common Stock acquired or to be acquired by Estate Planning Covered Persons from Individual Covered Persons for estate planning purposes and shares of Common Stock to be distributed by Estate Planning Covered Persons to Individual Covered Persons or to other Estate Planning Covered Persons; 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 Individual 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"). 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. These restrictions will also apply to the Covered Shares acquired by the Hull Covered Persons in exchange for their interests in Hull. Under these restrictions, each such former profit participating limited partner and Hull Covered Person has agreed not to 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 Covered Shares held by Estate Planning Covered Persons are subject to the same Partner Transfer Restrictions that applied to such Covered Shares prior to the contribution or gift. The Transfer Restrictions applicable to an Individual Covered Person (and his or her Estate Planning Covered Persons) terminate upon the death of the Individual 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 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; transfer Covered Shares held in employee benefit plans; and transfer Covered Shares in specific transactions (for example, to immediate family members and trusts) or other circumstances. The Shareholders' Committee permitted the transfers of Covered Shares to the Estate Planning Covered Persons on the condition that each Estate Planning Covered Person agree to become a party to the Shareholders' Agreement and to be bound by the Partner Transfer Restrictions. 38 39 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. 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. 39 40 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 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 (the "IPO Pledge") 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 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 and the foregoing summary of this agreement is qualified in its entirety by reference thereto. In connection with the transfers to the Corporate Estate Planning Covered Persons, the IPO Pledge was replaced with a guarantee and pledge agreement that was entered into by each Corporate Estate Planning Covered Person. In addition, each Controlling Covered Person was required to pledge the capital stock of the Corporate Estate Planning Covered Person to GS Inc. in order to further secure the Controlling Covered Person's obligations under the noncompetition agreement. The forms of the pledge agreements are filed as exhibits to this Schedule and the foregoing summary of these agreements is qualified in its entirety by reference thereto. REGISTRATION RIGHTS INSTRUMENT In connection with the donation of shares of Common Stock to charitable organizations discussed in footnote 4 on the cover page to this Schedule, 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 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 40 41 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. 41 42 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. 005-56295) (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 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). H. Supplemental Registration Rights Instrument (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). I. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). J. Form of Counterpart to Shareholders' Agreement for former retired limited partners of The Goldman Sachs Group, L.P. who are currently managing directors of The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit J to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). K. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. L. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations. M. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts. N. Form of Guarantee and Pledge Agreement for non-U.S. corporations. O. Form of Pledge Agreement for shareholders of non-U.S. corporations. P. Form of Pledge Agreement for shareholders of non-U.S. corporations (Jersey version). Q. Power of Attorney (incorporated by reference to Exhibit I to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). 42 43 ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE COVERED PERSONS
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF LAWS WITHIN THE THE GOLDMAN NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT LAST FIVE YEARS SACHS GROUP, INC. ---- ----------- ---------------- ------------------ --------------- ----------------- Steven M. USA 85 Broad Street Managing Director, None Covered Person, Bunson New York, NY The Goldman Sachs so ownership is 10004 Group, Inc. as set forth in or incorporated into Item 5 above. Russell E. USA 85 Broad Street Managing Director, None Covered Person, Makowsky New York, NY The Goldman Sachs so ownership is 10004 Group, Inc. as set forth in or incorporated into Item 5 above. Michael H. UK 26 New Street, Partner, None None Richardson St. Helier, Jersey, Bedell Cristin JE4 3RA
43 44 ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS None. 44 45 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, cannot currently be converted by SBCM due to restrictions imposed under the Bank Holding Company Act of 1956, as amended. 45 46 ANNEX D ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED SINCE JUNE 21, 2000, THE DATE OF THE MOST RECENT FILING ON SCHEDULE 13D BY THE COVERED PERSONS On June 26, 2000, 15,082,114 Covered Shares were contributed or gifted to the Estate Planning Covered Persons by 56 Individual Covered Persons. The transfer restrictions were reimposed on such Covered Shares immediately upon the completion of the contribution or gift. Since June 21, 2000, the following sales of shares of Common Stock were made by the following Covered Persons through ChaseMellon Financial Services L.L.C. for cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE -------------- ---------- ---------------- --------------- Raanan A. Agus June 21, 2000 800 86.1693 ----------------------------------------------------------------------------------------------------------------- Dean C. Backer June 21, 2000 711 86.1693 ----------------------------------------------------------------------------------------------------------------- Jonathan A. Beinner June 21, 2000 800 86.1693 ----------------------------------------------------------------------------------------------------------------- Benjamin S. Bram June 21, 2000 1,290 86.1693 ----------------------------------------------------------------------------------------------------------------- John J. Bu June 21, 2000 1,680 86.1693 ----------------------------------------------------------------------------------------------------------------- Elizabeth V. Camp June 21, 2000 1,124 86.1693 ----------------------------------------------------------------------------------------------------------------- Mark M. Carhart June 21, 2000 1,849 86.1693 ----------------------------------------------------------------------------------------------------------------- Sacha A. Chiaramonte June 21, 2000 1,669 86.1693 ----------------------------------------------------------------------------------------------------------------- Noel B. Donohoe June 21, 2000 905 86.1693 ----------------------------------------------------------------------------------------------------------------- William C. Dudley June 21, 2000 1,000 86.1693 ----------------------------------------------------------------------------------------------------------------- Herbert E. Ehlers June 21, 2000 1,805 86.1693 ----------------------------------------------------------------------------------------------------------------- Edward K. Eisler June 21, 2000 2,608 86.1693 ----------------------------------------------------------------------------------------------------------------- Charles P. Eve June 21, 2000 1,671 86.1693 ----------------------------------------------------------------------------------------------------------------- Steven M. Feldman June 21, 2000 1,870 86.1693 ----------------------------------------------------------------------------------------------------------------- C. Douglas Fuge June 21, 2000 1,882 86.1693 ----------------------------------------------------------------------------------------------------------------- Shirley Fung June 21, 2000 2,811 86.1693 ----------------------------------------------------------------------------------------------------------------- Scott A. Gieselman June 21, 2000 1,996 86.1693 ----------------------------------------------------------------------------------------------------------------- Paul J. Huchro June 21, 2000 1,289 86.1693 ----------------------------------------------------------------------------------------------------------------- Terry P. Hughes June 21, 2000 1,000 86.1693 ----------------------------------------------------------------------------------------------------------------- Raymond J. Iwanowski June 21, 2000 1,851 86.1693 ----------------------------------------------------------------------------------------------------------------- Jason S. Kaplan June 21, 2000 1,793 86.1693 ----------------------------------------------------------------------------------------------------------------- Timothy M. Kingston June 21, 2000 1,343 86.1693 ----------------------------------------------------------------------------------------------------------------- Lincoln Kinnicutt June 21, 2000 1,000 86.1693 ----------------------------------------------------------------------------------------------------------------- Michael K. Klingher June 21, 2000 2,096 86.1693 ----------------------------------------------------------------------------------------------------------------- David J. Kostin June 21, 2000 2,186 86.1693 ----------------------------------------------------------------------------------------------------------------- Bruce M. Larson June 21, 2000 100 86.1693 ----------------------------------------------------------------------------------------------------------------- Anthony J. Leitner June 21, 2000 1,041 86.1693 ----------------------------------------------------------------------------------------------------------------- Mitchell J. Lieberman June 21, 2000 1,817 86.1693 ----------------------------------------------------------------------------------------------------------------- Douglas F. Londal June 21, 2000 1,748 86.1693 ----------------------------------------------------------------------------------------------------------------- C. Richard Lucy June 21, 2000 600 86.1693 ----------------------------------------------------------------------------------------------------------------- Kevin L. Lundeen June 21, 2000 962 86.1693 ----------------------------------------------------------------------------------------------------------------- Russell E. Makowsky June 21, 2000 825 86.1693 ----------------------------------------------------------------------------------------------------------------- Tadanori Matsumura June 21, 2000 1,183 86.1693 ----------------------------------------------------------------------------------------------------------------- John C. McIntire June 21, 2000 1,565 86.1693 ----------------------------------------------------------------------------------------------------------------- Andrew L. Metcalfe June 21, 2000 316 86.1693 ----------------------------------------------------------------------------------------------------------------- Michael R. Miele June 21, 2000 1,211 86.1693 ----------------------------------------------------------------------------------------------------------------- Kenneth A. Miller June 21, 2000 1,879 86.1693 ----------------------------------------------------------------------------------------------------------------- Richard A. Murley June 21, 2000 1,500 86.1693 ----------------------------------------------------------------------------------------------------------------- Jacob D. Rosengarten June 21, 2000 1,114 86.1693 ----------------------------------------------------------------------------------------------------------------- Ivan Ross June 21, 2000 600 86.1693 -----------------------------------------------------------------------------------------------------------------
46 47
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE -------------- ---------- ---------------- --------------- John P. Shaughnessy June 21, 2000 2,466 86.1693 ----------------------------------------------------------------------------------------------------------------- Richard P. Simon June 21, 2000 700 86.1693 ----------------------------------------------------------------------------------------------------------------- George M. Suspanic June 21, 2000 209 86.1693 ----------------------------------------------------------------------------------------------------------------- Greg W. Tebbe June 21, 2000 1,600 86.1693 ----------------------------------------------------------------------------------------------------------------- Stephen S. Trevor June 21, 2000 1,125 86.1693 ----------------------------------------------------------------------------------------------------------------- Donald J. Truesdale June 21, 2000 1,000 86.1693 ----------------------------------------------------------------------------------------------------------------- Harkanwar Uberoi June 21, 2000 1,427 86.1693 ----------------------------------------------------------------------------------------------------------------- John J. Vaske June 21, 2000 1,477 86.1693 ----------------------------------------------------------------------------------------------------------------- David R. Walton June 21, 2000 1,274 86.1693 ----------------------------------------------------------------------------------------------------------------- Helge Weiner-Trapness June 21, 2000 1,497 86.1693 ----------------------------------------------------------------------------------------------------------------- Bradley W. Wendt June 21, 2000 920 86.1693 ----------------------------------------------------------------------------------------------------------------- William H. Wolf, Jr. June 21, 2000 1,343 86.1693 ----------------------------------------------------------------------------------------------------------------- Tetsufumi Yamakawa June 21, 2000 1,176 86.1693 ----------------------------------------------------------------------------------------------------------------- Paul M. Young June 21, 2000 872 86.1693 ----------------------------------------------------------------------------------------------------------------- Steven M. Bunson June 22, 2000 892 85.8830 ----------------------------------------------------------------------------------------------------------------- Karlo J. Duvnjak June 22, 2000 2,234 85.8830 ----------------------------------------------------------------------------------------------------------------- John P. Heanue June 22, 2000 1,092 85.8830 ----------------------------------------------------------------------------------------------------------------- John L. Kelly June 22, 2000 1,869 85.8830 ----------------------------------------------------------------------------------------------------------------- John A. Mahoney June 22, 2000 2,681 85.8830 ----------------------------------------------------------------------------------------------------------------- Edward S. Misrahi June 22, 2000 400 85.8830 ----------------------------------------------------------------------------------------------------------------- Pablo J. Salame June 22, 2000 2,249 85.8830 ----------------------------------------------------------------------------------------------------------------- Raanan A. Agus June 23, 2000 403 84.9892 ----------------------------------------------------------------------------------------------------------------- Jay S. Nydick June 23, 2000 1,571 84.9892 ----------------------------------------------------------------------------------------------------------------- David B. Philip June 23, 2000 1,000 84.9892 ----------------------------------------------------------------------------------------------------------------- David J. Greenwald June 26, 2000 657 86.3153 ----------------------------------------------------------------------------------------------------------------- Andrew L. Metcalfe June 26, 2000 500 86.3153 ----------------------------------------------------------------------------------------------------------------- Edward S. Misrahi June 26, 2000 740 86.3153 ----------------------------------------------------------------------------------------------------------------- Thomas B. Tyree, Jr. June 26, 2000 1,680 86.3153 -----------------------------------------------------------------------------------------------------------------
Since June 21, 2000, the following purchases of shares of Common Stock were made by the following Covered Persons through Goldman, Sachs & Co. with cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE -------------- ---------- ---------------- --------------- Christopher J. June 21, 2000 100 88.00 Carrera ----------------------------------------------------------------------------------------------------------------- Daniel M. Neidich June 21, 2000 22 88.00 -----------------------------------------------------------------------------------------------------------------
47 48 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: June 30, 2000 By: /s/ GREGORY K. PALM -------------------------- Name: Gregory K. Palm Title: Attorney-in-Fact 48 49 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. 005-56295) (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 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295). H. Supplemental Registration Rights Instrument (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295). I. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). J. Form of Counterpart to Shareholders' Agreement for former retired limited partners of The Goldman Sachs Group, L.P. who are currently managing directors of The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit J to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). K. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. L. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations. M. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts. N. Form of Guarantee and Pledge Agreement for non-U.S. corporations. O. Form of Pledge Agreement for shareholders of non-U.S. corporations. P. Form of Pledge Agreement for shareholders of non-U.S. corporations (Jersey version). Q. Power of Attorney (incorporated by reference to Exhibit I to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)).
49 EX-99.K 2 ex99-k.txt FORM OF COUNTERPART TO SHAREHOLDERS' AGREEMENT 1 Exhibit K June 8, 2000 Dear __________ We are writing in connection with the appointment of __________ (the "Managing Director") as a Managing Director of a subsidiary or affiliate of The Goldman Sachs Group, Inc. ("GS") (collectively with its subsidiaries and affiliates, and its and their predecessors and successors, the "firm"). Our respective rights and obligations under the Owner Agreement dated as of July 11, 1999 among GS, the Managing Director and the Managing Director's family limited partnership (the "Owner") shall continue in full force and effect. The Owner will be required to enter into a Shareholders' Agreement (two copies of which are attached) which will, among other things, include restrictions on the transfer and voting of GS shares. (We enclose for your information a description of the Shareholders' Agreement.) However, in order not to restrict further the transfer of the shares of GS common stock the Owner received in connection with the acquisition of The Hull Group L.L.C. by GS, we hereby confirm to the Owner our understanding that the Shareholders' Committee will, upon the request of the Owner, waive the General Transfer Restrictions (as defined in the Shareholders' Agreement) to permit the Owner to sell the shares of GS common stock acquired by the Owner pursuant to the Agreement and Plans of Merger dated as of July 11, 1999. The Owner will, however, be subject to the voting arrangements set out in Section 4.2 of the Shareholders' Agreement (and the Managing Director will be deemed to own beneficially GS shares owned by the Owner and will be entitled to participate with respect to such shares in the Preliminary Vote referred to in Section 4.1 of the Shareholders' Agreement). The Owner will also be bound by the other covenants applicable to Covered Persons set out in Shareholders' Agreement. Accordingly, until the date on which the Managing Director ceases to be an Employee Covered Person. 2 (i) The Owner will be a Covered Person under the Shareholders' Agreement; (ii) Such shares will be treated as Covered Shares and Voted Covered Shares under the Shareholders' Agreement; (iii) Sections 2.3(b) and 2.3(c) of the Shareholders' Agreement will be applicable to the Owner as if the Owner were an Employee Covered Person under the Shareholders' Agreement, but the Owner will not be considered an Employee Covered Person for any other purpose; and (iv) The Owner agrees to abide by the Managing Director Hedging and Pledging Restrictions, as currently in effect (the receipt of which is hereby acknowledged), as the same may be amended from time to time. Upon the date on which the Managing Director ceases to be an Employee Covered Person, the Owner will be removed from Appendix A to the Shareholders' Agreement. If the foregoing is in accordance with your understanding, kindly confirm your acceptance and agreement by signing and returning in the enclosed envelope the enclosed duplicate of this letter which will thereupon constitute an agreement between us. Please also sign and return one of the enclosed copies of the Shareholders' Agreement. Very truly yours, Henry M. Paulson, Jr. Agreed to and accepted as of the date of this letter By: ___________________________ EX-99.L 3 ex99-l.txt FORM OF COUNTERPART TO SHAREHOLDERS' AGREEMENT 1 Exhibit L COUNTERPART TO THE SHAREHOLDERS' AGREEMENT WHEREAS, a party (the "Transferor") to the Shareholders' Agreement, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. (the "Company") and the Covered Persons listed on Appendix A thereto, as amended from time to time (the "Shareholders' Agreement"), has proposed to Transfer (as defined in the Shareholders' Agreement) shares of common stock (the "Transferred Shares") of the Company to the undersigned transferee (the "Transferee"). NOW, THEREFORE, in consideration of the Transfer of the Transferred Shares and the waiver granted by the Shareholders' Committee (as defined in the Shareholders' Agreement) to permit such Transfer, the Transferee hereby agrees, represents and warrants that, upon the completion of the Transfer: 1. Each Transferred Share will continue to be subject to the same restrictions on transfer (the "Transfer Restrictions"), as set forth under the caption "PLP Restrictions" in Section 7 of the Plan of Incorporation (as defined in the Shareholders' Agreement), that applied to such Share immediately prior to the Transfer, and the Transferee and the Transferred Shares will be subject to all the other provisions of the Plan of Incorporation, including the applicable hedging restrictions and custody arrangements, that applied to the Transferor and the Transferred Shares immediately prior to the Transfer. The Transferee acknowledges receipt of, and agrees to abide by, the PMD Hedging and Pledging Restrictions, as amended as of April 2000. 2. The Transferee will become a Covered Person under the Shareholders' Agreement and will remain a Covered Person until the later of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person under the Shareholders' Agreement. 3. The Transferred Shares beneficially owned by the Transferee will be treated as Covered Shares and Voted Covered Shares under the Shareholders' Agreement until the later of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person under the Shareholders' Agreement. 4. Until the later of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person, the Transferee will be treated as an Employee Covered Person under the Shareholders' Agreement; provided, however, that for the purposes of the General Transfer Restriction of Section 2.2 of the Shareholders' Agreement, the Transferee will not be treated as an Employee Covered Person. 2 5. This Counterpart shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. -2- 3 Agreed, as of __________, 2000: ______________________________ (Print Name of Transferee) By: __________________________ Name: Title: -3- EX-99.M 4 ex99-m.txt FORM OF COUNTERPART TO SHAREHOLDERS' AGREEMENT 1 Exhibit M COUNTERPART TO THE SHAREHOLDERS' AGREEMENT WHEREAS, a party (the "Transferor") to the Shareholders' Agreement, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. (the "Company") and the Covered Persons listed on Appendix A thereto, as amended from time to time (the "Shareholders' Agreement"), has proposed to Transfer (as defined in the Shareholders' Agreement) shares of common stock (the "Transferred Shares") of the Company to the undersigned transferee (the "Transferee"). NOW, THEREFORE, in consideration of the Transfer of the Transferred Shares and the waiver granted by the Shareholders' Committee (as defined in the Shareholders' Agreement) to permit such Transfer, the Transferee hereby agrees, represents and warrants that, upon the completion of the Transfer: 1. Each Transferred Share will continue to be subject to the same restrictions on transfer (the "Transfer Restrictions"), as set forth under the caption "PLP Restrictions" in Section 7 of the Plan of Incorporation (as defined in the Shareholders' Agreement), that applied to such Share immediately prior to the Transfer, and the Transferee and the Transferred Shares will be subject to all the other provisions of the Plan of Incorporation, including the applicable hedging restrictions and custody arrangements, that applied to the Transferor and the Transferred Shares immediately prior to the Transfer. The Transferee acknowledges receipt of, and agrees to abide by, the PMD Hedging and Pledging Restrictions, as amended as of April 2000. 2. The Transferee will become a Covered Person under the Shareholders' Agreement and will remain a Covered Person so long as the Transfer Restrictions are in effect. Once the Transfer Restrictions terminate, the Transferee will be removed from Appendix A to the Shareholders' Agreement. 3. The Transferred Shares will be treated as Covered Shares and Voted Covered Shares under the Shareholders' Agreement until the termination of the Transfer Restrictions. 4. Until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person, the Transferee will be treated as an Employee Covered Person under the Shareholders' Agreement; provided, however, that for the purposes of the General Transfer Restriction of Section 2.2 of the Shareholders' Agreement, the Transferee will not be treated as an Employee Covered Person. 5. This Counterpart shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. 2 Agreed, as of __________, 2000: ______________________________ (Print Name of Transferee) By: __________________________ Name: Title: -2- EX-99.N 5 ex99-n.txt FORM OF GUARANTEE AND PLEDGE AGREEMENT 1 Exhibit N GUARANTEE AND PLEDGE AGREEMENT GUARANTEE AND PLEDGE AGREEMENT, dated as of June 26, 2000 (the "Agreement"), by and between The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), on its behalf and on behalf of its subsidiaries and affiliates (collectively with GS Inc., and its and their predecessors and successors, the "Firm"), and, the corporation whose name appears at the end of this Agreement ("Pledgor"). RECITALS A. Covenants. Pledgor is wholly-owned by a former partner of GS Inc. (the "Shareholder"). In connection with the Shareholder's participation in the Amended and Restated Plan of Incorporation (the "Plan") of The Goldman Sachs Group, L.P., the Shareholder and GS Inc. entered into an Agreement Relating to Noncompetition and Other Covenants (the "Noncompetition Agreement"), dated as of May 7, 1999, in respect of, inter alia, the Shareholder's obligations (the "Obligations") to keep information concerning the Firm confidential, not to engage in competitive activities, not to solicit the Firm's clients or employees, and to cooperate with the Firm in maintaining certain relationships following the termination of the Shareholder's employment. In addition, the Shareholder agreed under the Plan and the Noncompetition Agreement to certain provisions regarding arbitration, choice of law and choice of forum, injunctive relief and submission to jurisdiction with respect to the enforcement of the Obligations. B. The Shareholder's Pledge. Pursuant to the Noncompetition Agreement, the Shareholder agreed to pay a certain amount of liquidated damages (the "Liquidated Damages") to GS Inc. in respect of any breach by the Shareholder of certain of the Obligations set forth in the Noncompetition Agreement. As security for the timely payment of the Liquidated Damages and the performance of certain covenants and agreements of the Shareholder in a security interest agreement of even date herewith between the Shareholder and GS Inc. (the "Shareholder Security Agreement"), the Shareholder has agreed to grant a security interest to the Firm of all of the outstanding capital stock of Pledgor (except for one share of Pledgor's capital stock which shall be held by a nominee shareholder for and to the order of GS Inc. exclusively). C. Pledgor's Guarantee and Pledge. Pledgor has agreed to guarantee the satisfaction of the Shareholder's obligation to pay the Liquidated Damages under the Noncompetition Agreement and the Shareholder's performance of the Covenants (as defined in the Shareholder Security Agreement). As security for the satisfaction by Pledgor of such guarantee, Pledgor has agreed to pledge to the Firm the Pledged Shares 2 (as defined below) and to make certain other covenants and undertakings all as set forth herein. D. Release of Original Shareholder Pledge Agreement. The Shareholder has pledged to GS Inc. shares (the "Pledged Shares") of common stock of GS Inc. ("Common Stock") pursuant to the Pledge Agreement, dated as of May 7, 1999, between GS Inc. and the Shareholder (the "Original Shareholder Pledge Agreement"). It is a condition to the release of the Pledged Shares from the lien under the Original Shareholder Pledge Agreement that the Pledgor enter into this Agreement. NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Guarantee. Pledgor unconditionally and irrevocably guarantees (the "Guarantee") to GS Inc. the satisfaction by the Shareholder of the Shareholders' obligation to pay the Liquidated Damages under the Noncompetition Agreement and the Shareholders' performance of the Covenants (the Guarantee by Pledgor of the obligations of the Shareholder to pay such Liquidated Damages and to perform the Covenants are referred to herein as the "Secured Obligations"). The Guarantee is one of payment and not of collection and shall not be affected by the validity of the Secured Obligations. Pledgor hereby waives all legal and equitable defenses to the enforcement of the Guarantee. 2. Pledge. (a) As collateral security for the full and timely performance of the Secured Obligations, Pledgor hereby delivers, deposits, pledges, transfers and assigns to GS Inc., in form transferable by delivery, and creates for the benefit of GS Inc. a perfected first priority security interest in, the Pledged Shares (and all certificates or other instruments or documents evidencing the Pledged Shares) and, except as set forth in Section 3(a), all proceeds thereof (together with any securities or property to be delivered to GS Inc. pursuant to Section 3(b) and, upon substitution or delivery in accordance with Section 2(b), any Substitute Collateral (as defined in Section 2(b)), "Pledged Securities"). Pledgor herewith delivers to GS Inc. appropriate undated security transfer powers duly executed in blank (or other documents deemed necessary or appropriate by GS Inc. to give GS Inc. control (as defined in Article 8 of the Uniform Commercial Code of the State of New York (the "UCC"))) (such transfer powers and other appropriate documents, the "Control Documents") in respect of Pledged Securities, and will deliver Control Documents for all Pledged Securities to be pledged hereunder from time to time. -2- 3 (b) During the term of this Agreement, Pledgor may substitute for Pledged Securities readily marketable direct obligations of the United States, any agency thereof, or any triple-A rated sovereign, shares of Common Stock, or other collateral acceptable to the Board of Directors of GS Inc. in its sole and absolute discretion (collateral other than Pledged Shares, the "Substitute Collateral") with a Fair Market Value on the date of substitution equal to or greater than the Fair Market Value on such date of the Pledged Securities to be released in exchange therefor. Upon such substitution, the Pledged Securities replaced by such Substitute Collateral shall be released from the pledge hereunder. (c) If Pledgor and the Shareholder are not prohibited from doing so by the terms of the Plan, the Shareholders' Agreement, dated as of May 7, 1999, among GS Inc. and the individuals listed on Appendix A thereto, as in effect from time to time (the "Shareholders' Agreement"), the Shareholder Security Agreement, the Counterpart to the Shareholders' Agreement, dated the date hereof, to which the Pledgor is a party (the "Counterpart"), any other written agreement with GS Inc. or the Firm, or any law or regulation, Firm policy or provision of the Pledgor's organizational documents (collectively, the "Restrictions"), this Agreement shall not prohibit Pledgor from disposing of Pledged Shares; provided, that such disposition shall be made expressly subject to all of GS Inc.'s rights hereunder, that the provisions of this Agreement shall (as described in Section 2(a)) apply to all proceeds of such disposition, and that such disposition shall be permitted only if GS Inc. shall have determined that such disposition will not result in the loss for any period by GS Inc. of the perfection of its first priority security interest in such proceeds; provided, further, that the proceeds of such disposition are cash, Substitute Collateral, Tender or Exchange Offer Consideration or a combination thereof, with an aggregate Fair Market Value on the date of such disposition equal to or greater than the Fair Market Value on such date of the Pledged Shares so disposed. Pledgor shall give GS Inc. prior written notice of any proposed transaction under this Section 2(c). For purposes of this Agreement, "Tender or Exchange Offer Consideration" means the consideration issuable for Pledged Shares pursuant to any tender or exchange offer in which the Pledgor is not prohibited from participating by the Restrictions. (d) For purposes of this Agreement, the "Fair Market Value" of any Pledged Security means, as of any date (1) in the case of a Pledged Security that is a share of Common Stock, the average of the daily closing prices for a share of Common Stock on the principal securities exchange or market on which the Common Stock is traded for the 20 consecutive business days before the date in question (the "Average Closing Price"); provided, however, that in connection with any taking of ownership by GS Inc. of Pledged Securities under Section 4 hereof, the Average Closing Price shall be determined as the average of the daily closing prices for a share of Common Stock on the principal securities exchange or market on which the Common Stock is traded for the 20 -3- 4 consecutive business days before the date the Enforcement Notice (as hereafter defined) was given, and (2) otherwise, the fair market value thereof as determined in good faith by GS Inc. Any good faith determination by GS Inc. of the Fair Market Value of any Pledged Security will be binding on Pledgor. 3. Administration of Security. The following provisions shall govern the administration of Pledged Securities: (a) So long as no Default Event (as defined below) has occurred and is continuing, Pledgor shall (subject to any restrictions imposed under the Shareholders' Agreement) be entitled to vote Pledged Securities and to exercise all of Pledgor's rights under the Shareholders' Agreement in respect of the Pledged Shares, and to receive and retain all regular quarterly cash dividends and, except as set forth in Section 3(b) below, other distributions thereon and to give consents, waivers and ratifications in respect thereof. As used herein, a "Default Event" shall mean (x) the failure by the Shareholder to make any payment of Liquidated Damages upon demand by GS Inc. therefor as provided in the Noncompetition Agreement, (y) the breach by the Shareholder of any of the Covenants or (z) the failure by Pledgor as guarantor to satisfy the Secured Obligations upon written demand by GS Inc. (b) If Pledgor becomes entitled to receive, or receives, any certificate representing Pledged Securities (or other security that may succeed Pledged Securities or any security issued as a dividend or distribution in respect of Pledged Securities) in respect of any stock split, reverse stock split, stock dividend, spinoff, splitup, merger or other combination, exchange or distribution in connection with any reclassification, increase or reduction of capital, in each case, with respect to Pledged Securities, Pledgor agrees to accept the same as GS Inc.'s agent and to hold the same in trust on behalf of and for the benefit of GS Inc. and to deliver the same forthwith to GS Inc. in the exact form received, with the endorsement of Pledgor when deemed necessary or appropriate by GS Inc. of undated security transfer powers duly executed in blank, to be held by GS Inc., subject to the terms of this Agreement, as additional collateral security for the Secured Obligations. (c) Pledgor hereby agrees that GS Inc. is authorized to hold Pledged Securities through one or more custodians. GS Inc. and its agents (and its and their assigns) shall have no obligation in respect of Pledged Securities, except to hold and dispose of the same in accordance with the terms of this Agreement. In the event that Pledgor substitutes cash for Pledged Securities as provided in Section 2(b) or 2(c), GS Inc. shall determine in its sole discretion the manner in which such cash shall be invested during the term of this Agreement. -4- 5 (d) Pledgor agrees with GS Inc. that: (i) Pledgor will not, and will not purport to, grant or suffer liens or encumbrances against (excluding for such purpose the Shareholders' Agreement), or except as provided in Section 2(c), sell, transfer or dispose of, any Pledged Securities other than to or in favor of GS Inc.; (ii) GS Inc. is authorized, at any time and from time to time, to file financing statements and give notice to third parties regarding Pledged Securities without Pledgor's signature to the extent permitted by applicable law, to transfer all or any part of Pledged Securities to GS Inc.'s name or that of its nominee, and, subject to the provisions of Section 3(a), to exercise all rights as if the absolute owner thereof; and (iii) Pledgor has provided GS Inc. with Pledgor's true legal name and principal residence, and Pledgor will not change Pledgor's name without 30 days' prior written notice to GS Inc. (e) Subject to the earlier disposition and application of Pledged Securities pursuant to this Agreement following a Default Event, Pledged Securities shall be released from the pledge hereunder, and the lien hereby created in such Pledged Securities shall simultaneously be released, upon the earliest to occur of (i) the Shareholder's death, (ii) the expiration of the twenty-four (24) month period following the Shareholder's Date of Termination (as defined in the Noncompetition Agreement), (iii) payment in cash or other satisfaction by the Shareholder or Pledgor of all Liquidated Damages, or (iv) May 7, 2004, and all remaining Pledged Securities shall be thereupon released from the pledge hereunder and this Agreement shall terminate. Notwithstanding the foregoing, (x) no Pledged Securities shall be released from the pledge hereunder pursuant to this Section 3(e), if there are one or more pending disputes between the Shareholder or Pledgor and GS Inc. as to the occurrence of a Default Event or as to the right of GS Inc. or the Firm to exercise its remedies under this Agreement or the Noncompetition Agreement, including realization against Pledged Securities in accordance with Section 4 hereof, and this Agreement shall not terminate until the resolution of all such disputes and (y) no Pledged Securities shall be released prior to the expiration of the term of the Covenants. (f) GS Inc. shall immediately upon request by Pledgor execute and deliver to Pledgor such instruments, deeds, transfers, assurances and agreements, in form and substance as Pledgor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other document required under applicable law to evidence the termination of the security interest created hereunder with respect to any securities that are released from the pledge hereunder in accordance with the provisions of this Agreement. 4. Remedies in Case of a Default Event. If a Default Event has occurred and is continuing, GS Inc. shall have the rights and remedies of a secured party under Article 9 of the UCC. To the extent required and permitted by applicable law, GS Inc. -5- 6 will give Pledgor notice of the time and place of any public sale or of the time after which any private sale or other disposition of Pledged Securities is to be made, by sending notice at least three days before the time of sale or disposition, which Pledgor hereby agrees is reasonable. GS Inc. need not give such notice if not required by the UCC. Pledgor acknowledges the possibility that the public sale of some or all Pledged Securities by GS Inc. may not be made without a then existing and effective registration statement under the Securities Act of 1933, as amended. Pledgor acknowledges and agrees with GS Inc. that GS Inc. has no affirmative obligation to prepare or keep effective any such registration statement and agrees that at any private sale Pledged Securities may be sold at a price that is less than the price which might have been obtained at a public sale or that is less than the aggregate outstanding amount of Liquidated Damages. For so long as Pledged Securities consist of securities of a type customarily sold in a recognized market or which are the subject of widely distributed standard price quotations, GS Inc. may (but shall not be obligated to), as its remedy for a failure by the Shareholder to pay Liquidated Damages, purchase such number of Pledged Securities as are necessary (based upon the Fair Market Value thereof) to satisfy the then unpaid portion of Liquidated Damages (by reducing the then unpaid Liquidated Damages by an amount equal to the Fair Market Value of the Pledged Securities purchased and without payment of any cash consideration) by giving written notice to such effect to Pledgor (the "Enforcement Notice"). Effective upon the giving of the Enforcement Notice, and without further action on the part of the parties to this Agreement, GS Inc. shall be deemed to have (1) purchased the lesser of (A) all Pledged Securities or (B) such whole number of Pledged Securities as has a Fair Market Value at least equal to the then unpaid Liquidated Damages; and (2) received proceeds in the amount of the Fair Market Value of such Pledged Securities and applied such proceeds to the payment of any then unpaid Liquidated Damages. Any excess net proceeds from the deemed sale of such Pledged Securities will continue to be held as Pledged Securities under this Agreement until released in accordance with Section 3(e). Nothing in this Agreement, however, shall require the Firm to purchase Pledged Securities in accordance with this Section 4 in order to satisfy Pledgor's obligation to pay Liquidated Damages. 5. Pledgor's Obligations Not Affected. Except as provided in Section 10(b), the obligations of Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by (a) any subordination, amendment or modification of or addition or supplement to this Agreement, the Noncompetition Agreement, the Shareholder Security Agreement, the Plan or any assignment or transfer thereof; (b) any exercise or non-exercise by GS Inc. of any right, remedy, power or privilege under or in respect of this Agreement, the Noncompetition Agreement, the Shareholder Security Agreement, the Plan or any waiver of any such right, remedy, power or privilege; (c) any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement, the Noncompetition Agreement, the Shareholder Security Agreement, the Plan or any assignment or transfer of any thereof; -6- 7 (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, of GS Inc., whether or not Pledgor shall have notice or knowledge of any of the foregoing; (e) any substitution of collateral pursuant to Sections 2(b) or 2(c); or (f) any other act or omission to act or delay of any kind by Pledgor, GS Inc. or any other person or any other circumstance whatsoever which might, but for the provisions of this clause (f), constitute a legal and equitable discharge of Pledgor's obligations hereunder. 6. Attorneys-in-Fact. Each of GS Inc. and the General Counsel of GS Inc. from time to time, acting separately, are hereby appointed the attorneys-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that GS Inc. reasonably may deem necessary or advisable to accomplish the purposes hereof, which appointments as attorneys-in-fact are irrevocable as ones coupled with an interest. 7. Termination. As and to the extent set forth in Section 3(e) hereof, this Agreement shall terminate and GS Inc. shall return to Pledgor the remaining Pledged Securities, except as otherwise provided in such Section. 8. Notices. All notices or other communications required or permitted to be given hereunder shall be delivered to GS Inc. at its principal executive office directed to the attention of its General Counsel, and to Pledgor at the address set forth in Annex A hereto. 9. No Third Party Beneficiaries. Except as expressly provided herein, this Agreement shall not confer on any person other than the Firm and Pledgor any rights or remedies hereunder. 10. Miscellaneous. (a) This Agreement, Section 8 of the Noncompetition Agreement, the Counterpart, the Written Consent, dated the date hereof, to which Pledgor and the Shareholder are parties, the Shareholder Security Agreement and the Guidelines to Documentation for Non-U.S. Corporations, dated June 16, 2000, contain the entire understanding and agreement between Pledgor and GS Inc. with respect to the matters expressly covered therein and supersede any other agreement, written or oral, pertaining to such matters. (b) This Agreement may not be amended or modified other than by a written agreement executed by Pledgor and GS Inc. or its successors, nor may any provision hereof be waived other than by a writing executed by Pledgor or GS Inc. or its successors; provided, that any waiver, amendment or modification of any of the -7- 8 provisions of this Agreement will not be effective against the Firm without the written consent of the Chief Executive Officer of GS Inc. or its successors, or such individual's designee. Pledgor may not, directly or indirectly (including by operation of law), assign Pledgor's rights or obligations hereunder without the prior written consent of the Chief Executive Officer of GS Inc. or its successors, or such individual's designee, and any such assignment by Pledgor in violation of this Agreement shall be void. This Agreement shall be binding upon Pledgor's permitted successors and assigns. Without impairing Pledgor's obligations hereunder, GS Inc. may at any time and from time to time assign its rights and obligations hereunder to any of its subsidiaries or affiliates (and have such rights and obligations reassigned to it or to any other subsidiary or affiliate). This Agreement shall be binding upon and inure to the benefit of the Firm and its assigns. (c) If any provision of this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby. (d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE SUBJECT TO THE PROVISIONS OF SECTIONS 9, 10 AND 11 OF THE NONCOMPETITION AGREEMENT. (e) The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. -8- 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date first above written. THE GOLDMAN SACHS GROUP, INC. By:________________________________ ___________________________________ (Print Name of Corporation) By:________________________________ Name: Title: -9- 10 Annex A Address of Corporation: -10- EX-99.O 6 ex99-o.txt FORM OF PLEDGE AGREEMENT 1 Exhibit O PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of June 26, 2000 (the "Agreement"), by and between The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), on its behalf and on behalf of its subsidiaries and affiliates (collectively with GS Inc., and its and their predecessors and successors, the "Firm"), and the individual whose name appears at the end of this Agreement ("Pledgor"). RECITALS A. Covenants and IPO Pledge. In connection with Pledgor's participation in the Amended and Restated Plan of Incorporation (the "Plan") of The Goldman Sachs Group, L.P., Pledgor and GS Inc. entered into an Agreement Relating to Noncompetition and Other Covenants (the "Noncompetition Agreement"), dated as of May 7, 1999, in respect of, inter alia, Pledgor's obligations (the "Obligations") to keep information concerning the Firm confidential, not to engage in competitive activities, not to solicit the Firm's clients or employees, and to cooperate with the Firm in maintaining certain relationships following the termination of Pledgor's employment. In addition, Pledgor agreed under the Plan and the Noncompetition Agreement to certain provisions regarding arbitration, choice of law and choice of forum, injunctive relief and submission to jurisdiction with respect to the enforcement of the Obligations. Pursuant to the Noncompetition Agreement, Pledgor agreed to pay a certain amount of liquidated damages (the "Liquidated Damages") to GS Inc. in respect of any breach by Pledgor of certain of the Obligations set forth in the Noncompetition Agreement. As security for the timely payment of the Liquidated Damages, Pledgor and GS Inc. entered into a Pledge Agreement, dated as of May 7, 1999 (the "IPO Pledge Agreement"), pursuant to which Pledgor pledged to GS Inc. shares (the "IPO Pledged Shares") of common stock of GS Inc. ("Common Stock"). B. Transfer and Pledge. Pledgor transferred (the "Transfer") on the date hereof shares of Common Stock to the corporation whose name is set forth in Annex A hereto (the "Corporation"). In order to permit the Transfer, GS Inc. released the IPO Pledged Shares from the pledge imposed by the IPO Pledge Agreement. Pursuant to Section 1(c) of this Agreement, Pledgor is entering into certain covenants and agreements (the "Covenants"). As security for the timely payment of the Liquidated Damages and the full and timely performance by Pledgor of the Covenants (the "Secured Obligations"), Pledgor has agreed to pledge to GS Inc. all of the shares or interests in shares issued or to be issued at any time (collectively, the "Pledged Shares") of the Corporation. 2 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Pledge. (a) As collateral security for the full and timely performance of the Secured Obligations, Pledgor hereby delivers, deposits, pledges, transfers and assigns to GS Inc., in form transferable by delivery, and creates for the benefit of GS Inc. a perfected first priority security interest in, the Pledged Shares (and all certificates or other instruments or documents evidencing the Pledged Shares) and, except as set forth in Section 2(a), all proceeds thereof (together with any securities or property to be delivered to GS Inc. pursuant to Section 2(b), "Pledged Securities"). Pledgor herewith delivers to GS Inc. appropriate undated security transfer powers duly executed in blank (or other documents deemed necessary or appropriate by GS Inc. to give GS Inc. control (as defined in Article 8 of the Uniform Commercial Code of the State of New York (the "UCC"))) (such transfer powers and other appropriate documents, the "Control Documents") in respect of Pledged Securities, and will deliver Control Documents for all Pledged Securities to be pledged hereunder from time to time. Until the termination of this Agreement, Pledgor shall have no right to substitute, withdraw, transfer or otherwise dispose of the Pledged Securities. (b) Pledgor hereby represents and warrants to GS Inc. that the Pledged Shares constitute all of the capital stock of the Corporation; that, except for the lien and security interest granted hereby, Pledgor is the record and beneficial owner of all Pledged Shares free from any adverse claim, security interest, encumbrance, lien, charge, or other right or interest of any person; that, other than the Pledged Shares, there are no debt or equity securities of, or other interests in, the Corporation, and no rights, options, warrants or other agreements or instruments to acquire any debt or equity securities of, or other interest in, the Corporation; and that no person other than Pledgor possesses, directly or indirectly, any voting, economic or other interest in the Corporation. (c) Pledgor hereby covenants and agrees with GS Inc. that until the termination or waiver of all of the Transfer Restrictions (as defined in the Shareholders' Agreement, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. and the individuals listed on Appendix A thereto, as in effect from time to time): (i) Pledgor will not take any action which would have the effect of transferring or creating, directly or indirectly, any voting, economic or other interest in the Corporation; -2- 3 (ii) Pledgor will not, directly or indirectly, take any action with respect to the capital stock or other interests in the Corporation which Pledgor would not be permitted to take if such capital stock or other interests were the shares of Common Stock received by Pledgor under the Plan; (iii) Pledgor will not permit the Corporation to issue, or to redeem or otherwise acquire, any debt or equity securities of, or other interest in, the Corporation, or any right, option, warrant or other agreement or instrument to acquire any debt or equity securities of, or other interest in, the Corporation; (iv) Pledgor will not permit the Corporation, directly or indirectly, to create, incur, assume, guarantee or otherwise become directly or indirectly liable with respect to any indebtedness, or to take any action which might create a lien, claim or encumbrance on any of its assets; provided, however, that the Pledgor may permit the Corporation to (i) grant a negative pledge of shares of Common Stock to a third-party lender to support a loan or line of credit for the Pledgor or the Corporation and (ii) incur indebtedness and/or pledge shares of Common Stock so long as the terms of such borrowing and/or pledge are approved in advance by GS Inc. (v) Pledgor will take all necessary and appropriate actions to ensure that any transfer of Pledged Shares by GS Inc. upon enforcement of the pledge granted hereunder will be registered in the corporate records of the Corporation; (vi) Subject to Section 2(a), Pledgor will not permit the Corporation to take any action without the prior written consent of GS Inc., other than (i) the purchase of up to five percent of an outstanding series or class of publicly-traded investment securities that are not assessable and impose no future capital commitments, (ii) the granting of a negative pledge of shares of Common Stock to a third-party lender to support a loan or line of credit for the Pledgor or the Corporation and (iii) the acquisition of interests in merchant banking funds sponsored by GS Inc. so long as the terms of any such acquisition are approved in advance by GS Inc.; (vii) Pledgor will remain the sole shareholder of the Corporation, unless Pledgor has obtained the prior written consent of GS Inc., which consent will not be unreasonably withheld; (viii) Pledgor will not permit any person to become a director of the Corporation other than persons appointed or approved by GS Inc.; -3- 4 (ix) Pledgor will cause the Managing Directors of GS Inc. appointed by GS Inc. as directors of the Corporation (the "GS Appointees") to be elected as directors of the Corporation and will not take any action to remove any GS Appointee as director of the Corporation unless requested by GS Inc. to do so, in which case Pledgor will take all actions necessary and desirable to remove such GS Appointee and, if requested by GS Inc., to cause a successor GS Appointee to become a director of the Corporation; and (x) Pledgor will not permit the Corporation to dispose of any shares of Common Stock except as and to the extent that such shares could have been disposed of by the Corporation to an entity that is unaffiliated with Pledgor and the Corporation. 2. Administration of Security. The following provisions shall govern the administration of Pledged Securities: (a) So long as no Default Event (as defined below) has occurred and is continuing, Pledgor shall be entitled to vote Pledged Securities and to receive and retain all dividends and, except as set forth in Section 2(b) below, other distributions thereon and to give consents, waivers and ratifications in respect thereof. As used herein, a "Default Event" shall mean the failure by Pledgor to make any payment of Liquidated Damages upon demand by GS Inc. therefor as provided in the Noncompetition Agreement or a breach by Pledgor of any of the Covenants. (b) If Pledgor becomes entitled to receive, or receives, any certificate representing Pledged Securities (or other security that may succeed Pledged Securities or any security issued as a dividend or distribution in respect of Pledged Securities) in respect of any stock split, reverse stock split, stock dividend, spinoff, splitup, merger or other combination, exchange or distribution in connection with any reclassification, increase or reduction of capital, in each case, with respect to Pledged Securities, Pledgor agrees to accept the same as GS Inc.'s agent and to hold the same in trust on behalf of and for the benefit of GS Inc. and to deliver the same forthwith to GS Inc. in the exact form received, with the endorsement of Pledgor when deemed necessary or appropriate by GS Inc. of undated security transfer powers duly executed in blank, to be held by GS Inc., subject to the terms of this Agreement, as additional collateral security hereunder. (c) Pledgor hereby agrees that GS Inc. is authorized to hold Pledged Securities through one or more custodians. GS Inc. and its agents (and its and their assigns) shall have no obligation in respect of Pledged Securities, except to hold and dispose of the same in accordance with the terms of this Agreement. -4- 5 (d) Pledgor agrees with GS Inc. that: (i) Pledgor will not, and will not purport to, grant or suffer liens or encumbrances against, or sell, transfer or dispose of, any Pledged Securities other than to or in favor of GS Inc.; (ii) GS Inc. is authorized, at any time and from time to time, to file financing statements and give notice to third parties regarding Pledged Securities without Pledgor's signature to the extent permitted by applicable law, to transfer all or any part of Pledged Securities to GS Inc.'s name or that of its nominee, and, subject to the provisions of Section 2(a), to exercise all rights as if the absolute owner thereof; and (iii) Pledgor has provided GS Inc. with Pledgor's true legal name and principal residence, and Pledgor will not change Pledgor's name without 30 days' prior written notice to GS Inc. (e) Subject to the earlier disposition and application of Pledged Securities pursuant to this Agreement following a Default Event, Pledged Securities shall be released from the pledge hereunder, and the lien hereby created in such Pledged Securities shall simultaneously be released, upon the earliest to occur of (i) Pledgor's death, (ii) the expiration of the twenty-four (24) month period following Pledgor's Date of Termination (as defined in the Noncompetition Agreement), (iii) payment in cash or other satisfaction by Pledgor of all Liquidated Damages, or (iv) May 7, 2004, and all remaining Pledged Securities shall be thereupon released from the pledge hereunder and this Agreement shall terminate. Notwithstanding the foregoing, (x) no Pledged Securities shall be released from the pledge hereunder pursuant to this Section 2(e), if there are one or more pending disputes between Pledgor and GS Inc. as to the occurrence of a Default Event or as to the right of GS Inc. or the Firm to exercise its remedies under this Agreement or the Noncompetition Agreement, including realization against Pledged Securities in accordance with Section 3 hereof, and this Agreement shall not terminate until the resolution of all such disputes and (y) no Pledged Securities shall be released prior to the expiration of the term of the Covenants. (f) GS Inc. shall immediately upon request by Pledgor execute and deliver to Pledgor such instruments, deeds, transfers, assurances and agreements, in form and substance as Pledgor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other document required under applicable law to evidence the termination of the security interest created hereunder with respect to any securities that are released from the pledge hereunder in accordance with the provisions of this Agreement. 3. Remedies in Case of a Default Event. If a Default Event has occurred and is continuing, GS Inc. shall have the rights and remedies of a secured party under Article 9 of the UCC. To the extent required and permitted by applicable law, GS Inc. will give Pledgor notice of the time and place of any public sale or of the time after which any private sale or other disposition of Pledged Securities is to be made, by sending -5- 6 notice at least three days before the time of sale or disposition, which Pledgor hereby agrees is reasonable. GS Inc. need not give such notice if not required by the UCC. Pledgor acknowledges the possibility that the public sale of some or all Pledged Securities by GS Inc. may not be made without a then existing and effective registration statement under the Securities Act of 1933, as amended. Pledgor acknowledges and agrees with GS Inc. that GS Inc. has no affirmative obligation to prepare or keep effective any such registration statement and agrees that at any private sale Pledged Securities may be sold at a price that is less than the price which might have been obtained at a public sale or that is less than the aggregate outstanding amount of the Liquidated Damages. For so long as Pledged Securities consist of securities of a type customarily sold in a recognized market or which are the subject of widely distributed standard price quotations, GS Inc. may (but shall not be obligated to), as its remedy for a failure by Pledgor to pay Liquidated Damages, purchase such number of Pledged Securities as are necessary (based upon the Fair Market Value (as defined below) thereof) to satisfy the then unpaid portion of Liquidated Damages (by reducing the then unpaid Liquidated Damages by an amount equal to the Fair Market Value of the Pledged Securities purchased and without payment of any cash consideration) by giving written notice to such effect to Pledgor (the "Enforcement Notice"). Effective upon the giving of the Enforcement Notice, and without further action on the part of the parties to this Agreement, GS Inc. shall be deemed to have (1) purchased the lesser of (A) all Pledged Securities or (B) such whole number of Pledged Securities as has a Fair Market Value at least equal to the then unpaid Liquidated Damages; and (2) received proceeds in the amount of the Fair Market Value of such Pledged Securities and applied such proceeds to the payment of any then unpaid Liquidated Damages. Any excess net proceeds from the deemed sale of such Pledged Securities will continue to be held as Pledged Securities under this Agreement until released in accordance with Section 2(e). Nothing in this Agreement, however, shall require the Firm to purchase Pledged Securities in accordance with this Section 3 in order to satisfy Pledgor's obligation to pay Liquidated Damages. For purposes of this Agreement, the "Fair Market Value" of any Pledged Security means, as of any date, the fair market value thereof as determined in good faith by GS Inc. Any good faith determination by GS Inc. of the Fair Market Value of any Pledged Security will be binding on Pledgor. 4. Pledgor's Obligations Not Affected. Except as provided in Section 9(b), the obligations of Pledgor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by (a) any subordination, amendment or modification of or addition or supplement to this Agreement, the Noncompetition Agreement, the Plan or any assignment or transfer thereof; (b) any exercise or non-exercise by GS Inc. of any right, remedy, power or privilege under or in respect of this Agreement, the Noncompetition Agreement, the Plan or any waiver of any such right, remedy, power or privilege; (c) any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement, the -6- 7 Noncompetition Agreement, the Plan or any assignment or transfer of any thereof; (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, of GS Inc., whether or not Pledgor shall have notice or knowledge of any of the foregoing; or (e) any other act or omission to act or delay of any kind by Pledgor, GS Inc. or any other person or any other circumstance whatsoever which might, but for the provisions of this clause (e), constitute a legal and equitable discharge of Pledgor's obligations hereunder. 5. Attorneys-in-Fact. Each of GS Inc. and the General Counsel of GS Inc. from time to time, acting separately, are hereby appointed the attorneys-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that GS Inc. reasonably may deem necessary or advisable to accomplish the purposes hereof, which appointments as attorneys-in-fact are irrevocable as ones coupled with an interest. 6. Termination. As and to the extent set forth in Section 2(e) hereof, this Agreement shall terminate and GS Inc. shall return to Pledgor the remaining Pledged Securities, except as otherwise provided in such Section. 7. Notices. All notices or other communications required or permitted to be given hereunder shall be delivered as provided in the Noncompetition Agreement. 8. No Third Party Beneficiaries. Except as expressly provided herein, this Agreement shall not confer on any person other than the Firm and Pledgor any rights or remedies hereunder. 9. Miscellaneous. (a) This Agreement, Section 8 of the Noncompetition Agreement, the Counterpart to the Shareholders' Agreement, dated the date hereof, to which the Corporation is a party, the Written Consent, dated the date hereof, to which the Corporation and Pledgor are parties, the Guarantee and Pledge Agreement, dated the date hereof, between GS Inc. and the Corporation, and the Guidelines to Documentation for Non-U.S. Corporations, dated ____, 2000, contain the entire understanding and agreement between Pledgor and GS Inc. with respect to the matters expressly covered therein and supersede any other agreement, written or oral, pertaining to such matters. (b) This Agreement may not be amended or modified other than by a written agreement executed by Pledgor and GS Inc. or its successors, nor may any provision hereof be waived other than by a writing executed by Pledgor or GS Inc. or its successors; provided, that any waiver, amendment or modification of any of the provisions of this Agreement will not be effective against the Firm without the written -7- 8 consent of the Chief Executive Officer of GS Inc. or its successors, or such individual's designee. Pledgor may not, directly or indirectly (including by operation of law), assign Pledgor's rights or obligations hereunder without the prior written consent of the Chief Executive Officer of GS Inc. or its successors, or such individual's designee, and any such assignment by Pledgor in violation of this Agreement shall be void. This Agreement shall be binding upon Pledgor's permitted successors and assigns. Without impairing Pledgor's obligations hereunder, GS Inc. may at any time and from time to time assign its rights and obligations hereunder to any of its subsidiaries or affiliates (and have such rights and obligations reassigned to it or to any other subsidiary or affiliate). This Agreement shall be binding upon and inure to the benefit of the Firm and its assigns. (c) If any provision of this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby. (d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE SUBJECT TO THE PROVISIONS OF SECTIONS 9, 10 AND 11 OF THE NONCOMPETITION AGREEMENT. (e) The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof. -8- 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date first above written. THE GOLDMAN SACHS GROUP, INC. By:________________________________ ___________________________________ (Name of Individual Pledgor) By:________________________________ 10 Annex A Name of Corporation: -10- EX-99.P 7 ex99-p.txt FORM OF PLEDGE AGREEMENT 1 Exhibit P SECURITY INTEREST AGREEMENT SECURITY INTEREST AGREEMENT, dated as of ________, 2000 (the "Agreement"), by and between The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."), on its behalf and on behalf of its subsidiaries and affiliates (collectively with GS Inc., and its and their predecessors and successors, the "Firm"), and the individual whose name appears at the end of this Agreement ("the Obligor"). RECITALS 1. Covenants and IPO Pledge. In connection with the Obligor's participation in the Amended and Restated Plan of Incorporation (the "Plan") of The Goldman Sachs Group, L.P., the Obligor and GS Inc. entered into an Agreement Relating to Noncompetition and Other Covenants (the "Noncompetition Agreement"), dated as of May 7, 1999, in respect of, inter alia, the Obligor's obligations (the "Obligations") to keep information concerning the Firm confidential, not to engage in competitive activities, not to solicit the Firm's clients or employees, and to cooperate with the Firm in maintaining certain relationships following the termination of the Obligor's employment. In addition, the Obligor agreed under the Plan and the Noncompetition Agreement to certain provisions regarding arbitration, choice of law and choice of forum, injunctive relief and submission to jurisdiction with respect to the enforcement of the Obligations. Pursuant to the Noncompetition Agreement, the Obligor agreed to pay a certain amount of liquidated damages (the "Liquidated Damages") to GS Inc. in respect of any breach by the Obligor of certain of the Obligations set forth in the Noncompetition Agreement. As security for the timely payment of the Liquidated Damages, the Obligor and GS Inc. entered into a Pledge Agreement, dated as of May 7, 1999 (the "IPO PledgeAgreement"), pursuant to which the Obligor pledged to GS Inc. shares (the "IPO Pledged Shares ") of common stock of GS Inc. ("Common Stock"). 2. Transfer and Pledge. The Obligor transferred (the "Transfer") on the date hereof shares of Common Stock to the corporation whose name is set forth in definition (b) (the "Corporation"). In order to permit the Transfer, GS Inc. released the IPO Pledged Shares from the pledge imposed by the IPO PledgeAgreement. Pursuant to Section 1(c) of this Agreement, the Obligor is entering into certain covenants and agreements (the "Covenants"). As security for the timely payment of the Liquidated Damages and the full and timely performance by the Obligor of the Covenants (the "Secured Obligations"), the Obligor has agreed to grant a security interest to GS Inc. of all of the shares or interests in shares issued or to be issued at any time (collectively, the 1 2 "Secured Shares") of the Corporation except for one share of the Corporation which shall be held by a nominee shareholder for and to the order of GS Inc. absolutely. 3. This Agreement includes the terms of and constitutes a security agreement in accordance with the provisions of the Security Interests (Jersey) Law 1983 (the "1983 Law") and for the purposes of Article 3 thereof the Obligor is the debtor. NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement: (a) the "Corporation" means [ ] Limited a company incorporated under the law of the Island of Jersey whose registered office is situate at 26 New Street, St. Helier, Jersey; (b) "Event of Default" shall have the meaning given to it in Clause 2(a); (c) the "Shares" means [ ] shares of [ ] each in the capital of the Corporation which shares are issued to and registered in the name of the Obligor. INTERPRETATION In this Agreement, unless the context otherwise requires: (a) words in the singular shall include the plural and words in the plural shall include the singular; (b) words denoting any gender shall include all genders; (c) headings are used for convenience only and shall not affect the interpretation of this Agreement; (d) references to Clauses are to be construed as references to clauses of this Agreement; 2 3 (e) references to any agreement or document (including, without limitation, references to this Agreement) shall be deemed to include references to such agreement or document as from time to time varied, amended, supplemented or replaced; (f) references to any enactment shall be deemed to include references to such enactment as from time to time amended, extended, re-enacted or consolidated; (g) references to a person shall include any body or persons corporate or unincorporate; (h) words and expressions defined in the 1983 Law, the Interpretation Law or the Powers of Attorney Law shall have the same meanings and bear the same interpretations when used in this Agreement; 1. Security Interest. 1. Security Interest. (a) In order to provide continuing security for the payment or performance of the Obligation, the Obligor hereby vests possession of the certificates of title to the Secured Shares in GS Inc. (or its agent) to the intent that GS Inc. shall have a priority security interest in the Secured Shares in accordance with Article 2(3) of the 1983 Law and, except as set forth in Section 2(a), all proceeds thereof (together with any securities or property to be delivered to GS Inc. pursuant to Section 2(b), Secured Securities"). The Obligor herewith delivers to GS Inc. appropriate undated share transfer forms duly executed in blank (or other documents deemed necessary or appropriate by GS Inc. to give GS Inc. control (as defined in the 1983 Law) (such transfer forms and other appropriate documents, the "Control Documents") in respect of Secured Securities, and will deliver Control Documents for all Secured Securities to be subject to this security interest hereunder from time to time. Until the termination of this Agreement, the Obligor shall have no right to substitute, withdraw, transfer or otherwise dispose of the Secured Securities. (GS Inc. shall not in any circumstances incur any liability or be under any obligation whatsoever in connection with the Secured Shares) Possession by GS Inc. (or its agent) of the certificates of title to the Secured Securities shall be deemed to be pursuant to this Agreement whether such possession were vested before or after the execution of this Agreement. 3 4 (b) The Obligor hereby represents and warrants to GS Inc. that the Secured Shares constitute all of the capital stock of the Corporation; that, except for the lien and security interest granted hereby, the Obligor is the record and beneficial owner of all Secured Shares free from any adverse claim, security interest, encumbrance, lien, charge, or other right or interest of any person; that, other than the Secured Shares, there are no debt or equity securities of, or other interests in, the Corporation, and no rights, options, warrants or other agreements or instruments to acquire any debt or equity securities of, or other interest in, the Corporation; and that no person other than the Obligor possesses, directly or indirectly, any voting, economic or other interest in the Corporation SAVE THAT one share in the Corporation shall be held by a nominee shareholder who shall hold such share for and to the order of GS Inc. absolutely. (c) the Obligor hereby covenants and agrees with GS Inc. that until the termination or waiver of all of the Transfer Restrictions (as defined in the Shareholders' Agreement, dated as of May 7, 1999, among GS, Inc. and the individuals listed on Appendix A thereto, as in effect from time to time): (i) the Obligor will not take any action which would have the effect of transferring or creating, directly or indirectly, any voting, economic or other interest in the Corporation; (ii) the Obligor will not, directly or indirectly, take any action with respect to the capital stock or other interests in the Corporation which the Obligor would not be permitted to take if such capital stock or other interests were the shares of Common Stock received by the Obligor under the Plan; (iii) the Obligor will not permit the Corporation to issue, or to redeem or otherwise acquire, any debt or equity securities of, or other interest in, the Corporation, or any right, option, warrant or other agreement or instrument to acquire any debt or equity securities of, or other interest in, the Corporation; (iv) the Obligor will not permit the Corporation, directly or indirectly, to create, incur, assume, guarantee or otherwise become directly or indirectly liable with respect to any indebtedness, or to take any action which might create a lien, claim or encumbrance on any of its assets; provided, however, that the Obligor may permit the Corporation (i)to grant a negative pledge of shares of Common Stock to a third-party lender to support a loan or line of credit for the Obligor or the Corporation and (ii) incur indebtedness and/or pledge shares of 4 5 Common Stock so long as the terms of such borrowing and/or pledge are approved in advance by GS Inc. (v) the Obligor will take all necessary and appropriate actions to ensure that any transfer of Secured Shares by GS Inc. upon enforcement of the security interest granted hereunder will be registered in the corporate records of the Corporation; (vi) Subject to Section 2(a), the Obligor will not permit the Corporation to take any action without the prior written consent of GS Inc., other than (i) the purchase of up to five percent of an outstanding series or class of publicly-traded investment securities that are not assessable and impose no future capital commitments, (ii) the granting of a negative pledge of shares of Common Stock to a third-party lender to support a loan or line of credit for the Obligor; or the Corporation and (iii) the acquisitions of interests in merchant banking funds sponsored by GS Inc. so long as the terms of any such acquisition are approved in advance by GS Inc. (vii) the Obligor will remain the sole shareholder of the Corporation, unless the Obligor has obtained the prior written consent of GS Inc., which consent will not be unreasonably withheld; (viii) the Obligor will not permit any person to become a director of the Corporation other than persons appointed or approved by GS Inc.; (ix) the Obligor will cause the Managing Directors of GS Inc. appointed by GS Inc. as directors of the Corporation (the "GS Appointees") to be elected as directors of the Corporation and will not take any action to remove any GS Appointee as director of the Corporation unless requested by GS Inc. to do so, in which case the Obligor will take all actions necessary and desirable to remove such GS Appointee and, if requested by GS Inc., to cause a successor GS Appointee to become a director of the Corporation; and (x) the Obligor will not permit the Corporation to dispose of any shares of Common Stock except as and to the extent that such shares could have been disposed of by the Corporation to an entity that is unaffiliated with the Obligor and the Corporation. 2. Administration of Security. The following provisions shall govern the administration of Secured Securities: 5 6 a) So long as no Event of Default (as defined below) has occurred and is continuing, the Obligor shall be entitled to vote Secured Securities and to receive and retain all dividends and, except as set forth in Section 2(b) below, other distributions thereon and to give consents, waivers and ratifications in respect thereof. As used herein, a "Event of Default" shall mean the failure by the Obligor to make any payment of Liquidated Damages upon demand by GS Inc. therefor as provided in the Noncompetition Agreement or a breach by the Obligor of any of the Covenants. b) If the Obligor becomes entitled to receive, or receives, any certificate representing Secured Securities (or other security that may succeed Secured Securities or any security issued as a dividend or distribution in respect of Secured Securities) in respect of any stock split, reverse stock split, stock dividend, spinoff, splitup, merger or other combination, exchange or distribution in connection with any reclassification, increase or reduction of capital, in each case, with respect to Secured Securities, the Obligor agrees to accept the same as GS Inc.'s agent and to hold the same in trust on behalf of and for the benefit of GS Inc. and to deliver the same forthwith to GS Inc. in the exact form received, with the endorsement of the Obligor when deemed necessary or appropriate by GS Inc. of undated share transfer forms duly executed in blank, to be held by GS Inc., subject to the terms of this Agreement, as additional collateral security hereunder. c) the Obligor hereby agrees that GS Inc. is authorized to hold Secured Securities through one or more custodians. GS Inc. and its agents (and its and their assigns) shall have no obligation in respect of Secured Securities, except to hold and dispose of the same in accordance with the terms of this Agreement. d) the Obligor agrees with GS Inc. that: (i) the Obligor will not, and will not purport to, grant or suffer liens or encumbrances against, or sell, transfer or dispose of, any Secured Securities other than to or in favor of GS Inc.; (ii) GS Inc. is authorized, at any time and from time to time, to file financing statements and give notice to third parties regarding Secured Securities without the Obligor's signature to the extent permitted by applicable law, to transfer all or any part of Secured Securities to GS Inc.'s name or that of its nominee, and, subject to the provisions of Section 2(a), to exercise all rights as if the absolute owner thereof; and (iii) the Obligor has provided GS Inc. with the Obligor's true legal name and principal residence, and the Obligor will not change the Obligor's name without 30 days' prior written notice to GS Inc. e) Subject to the earlier disposition and application of Secured Securities pursuant to this Agreement following an Event of Default, Secured Securities shall be released from the security interest hereunder, and the lien hereby created in such Secured Securities shall simultaneously be released, upon the earliest to occur of (i) the Obligor's death, 6 7 (ii) the expiration of the twenty-four (24) month period following the Obligor's Date of Termination (as defined in the Noncompetition Agreement), (iii) payment in cash or other satisfaction by the Obligor of all Liquidated Damages, or (iv) May 7, 2004, and all remaining Secured Securities shall be thereupon released from the Security Interest hereunder and this Agreement shall terminate. Notwithstanding the foregoing, (x) no Secured Securities shall be released from the Security Interest hereunder pursuant to this Section 2(e), if there are one or more pending disputes between the Obligor and GS Inc. as to the occurrence of an Event of Default or as to the right of GS Inc. or the Firm to exercise its remedies under this Agreement or the Noncompetition Agreement, including realization against Secured Securities in accordance with Section 3 hereof, and this Agreement shall not terminate until the resolution of all such disputes and (y) no Secured Securities shall be released prior to the expiration of the term of the Covenants. f) GS Inc. shall immediately upon request by the Obligor execute and deliver to the Obligor such instruments, deeds, transfers, assurances and agreements, in form and substance as the Obligor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other document required under applicable law to evidence the termination of the security interest created hereunder with respect to any securities that are released from the Security Interest hereunder in accordance with the provisions of this Agreement and to ensure that the one share held by a nominee shareholder shall be held for and to the order of the Obligor of the Corporation. 3. Remedies in Case of an Event of Default. If a Default Event has occurred and is continuing, GS Inc. subject to Articles 6(5) and 8(3) of the 1983 Law, and without having to apply to the Royal Court for authority to do so shall have the power of sale of the Secured Securities and have all the rights and remedies of a secured party under the 1983 Law. To the extent required and permitted by applicable law, GS Inc. will give the Obligor notice of the time and place of any public sale or of the time after which any private sale or other disposition of Secured Securities is to be made, by sending notice at least three days before the time of sale or disposition, which the Obligor hereby agrees is reasonable. The Obligor acknowledges the possibility that the public sale of some or all Secured Securities by GS Inc. may not be made without a then existing and effective registration statement under the United States Securities Act of 1933, as amended. The Obligor acknowledges and agrees with GS Inc. that GS Inc. has no affirmative obligation to prepare or keep effective any such registration statement and agrees that at any private sale Secured Securities may be sold at a price that is less than the price which might have been obtained at a public sale or that is less than the aggregate outstanding amount of the Liquidated Damages. For so long as Secured Securities 7 8 consist of securities of a type customarily sold in a recognized market or which are the subject of widely distributed standard price quotations, GS Inc. may (but shall not be obligated to), as its remedy for a failure by the Obligor to pay Liquidated Damages, purchase such number of Secured Securities as are necessary (based upon the Fair Market Value (as defined below) thereof) to satisfy the then unpaid portion of Liquidated Damages (by reducing the then unpaid Liquidated Damages by an amount equal to the Fair Market Value of the Secured Securities purchased and without payment of any cash consideration) by giving written notice to such effect to the Obligor (the "Enforcement Notice"). Effective upon the giving of the Enforcement Notice, and without further action on the part of the parties to this Agreement, GS Inc. shall be deemed to have (1) purchased the lesser of (A) all Secured Securities or (B) such whole number of Secured Securities as has a Fair Market Value at least equal to the then unpaid Liquidated Damages; and (2) received proceeds in the amount of the Fair Market Value of such Secured Securities and applied such proceeds to the payment of any then unpaid Liquidated Damages. Any excess net proceeds from the deemed sale of such Secured Securities will continue to be held as Secured Securities under this Agreement until released in accordance with Section 2(e). Nothing in this Agreement, however, shall require the Firm to purchase Secured Securities in accordance with this Section 3 in order to satisfy the Obligor's obligation to pay Liquidated Damages. For purposes of this Agreement, the "Fair Market Value" of any Pledged Security means, as of any date, the fair market value thereof as determined in good faith by GS Inc. Any good faith determination by GS Inc. of the Fair Market Value of any Pledged Security will be binding on the Obligor. 4. the Obligor's Obligations Not Affected. Except as provided in Section 9(b), the obligations of the Obligor under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by (a) any subordination, amendment or modification of or addition or supplement to this Agreement, the Noncompetition Agreement, the Plan or any assignment or transfer thereof; (b) any exercise or non-exercise by GS Inc. of any right, remedy, power or privilege under or in respect of this Agreement, the Noncompetition Agreement, the Plan or any waiver of any such right, remedy, power or privilege; (c) any waiver, consent, extension, indulgence or other action or inaction in respect of this Agreement, the Noncompetition Agreement, the Plan or any assignment or transfer of any thereof; (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like, of GS Inc., whether or not the Obligor shall have notice or knowledge of any of the foregoing; or (e) any other act or omission to act or delay of any kind by the Obligor, GS Inc. or any other person or any other circumstance whatsoever which might, but for the provisions of this clause (e), constitute a legal and equitable discharge of the Obligor's obligations hereunder. 8 9 5. Attorneys-in-Fact. Each of GS Inc. and the General Counsel of GS Inc. from time to time, acting separately, are hereby appointed the attorneys-in-fact of the Obligor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that GS Inc. reasonably may deem necessary or advisable to accomplish the purposes hereof, which appointments as attorneys-in-fact are irrevocable as ones coupled with an interest. 6. Termination. As and to the extent set forth in Section 2(e) hereof, this Agreement shall terminate and GS Inc. shall return to the Obligor the remaining Secured Securities, except as otherwise provided in such Section. 7. Notices. All notices or other communications required or permitted to be given hereunder shall be delivered as provided in the Noncompetition Agreement. 8. No Third Party Beneficiaries. Except as expressly provided herein, this Agreement shall not confer on any person other than the Firm and the Obligor any rights or remedies hereunder. 9. Miscellaneous. (a) This Agreement, Section 8 of the Noncompetition Agreement, the Counterpart to the Shareholders' Agreement, dated the date hereof, to which the Corporation is a party, the Written Consent, dated the date hereof, to which the Corporation and the Obligor are parties, the Guarantee and Security Interest Agreement, dated the date hereof, between GS Inc. and the Corporation, and the Guidelines to Documentation for Non-U.S. Corporations, dated 16 June, 2000, contain the entire understanding and agreement between the Obligor and GS Inc. with respect to the matters expressly covered therein and supersede any other agreement, written or oral, pertaining to such matters. (b) This Agreement may not be amended or modified other than by a written agreement executed by the Obligor and GS Inc. or its successors, nor may any provision hereof be waived other than by a writing executed by the Obligor or GS Inc. or its successors; provided, that any waiver, amendment or modification of any of the provisions of this Agreement will not be effective against the Firm without the written consent of the Chief Executive Officer of GS Inc. or its successors, or such individual's designee. The Obligor may not, directly or indirectly (including by operation of law), assign the Obligor's rights or obligations hereunder without the prior written consent of the Chief Executive Officer of GS Inc. or its successors, or such individual's designee, and any such assignment by the Obligor in violation of this Agreement shall be void. This Agreement shall be binding upon the Obligor's permitted successors and assigns. 9 10 Without impairing the Obligor's obligations hereunder, GS Inc. may at any time and from time to time assign its rights and obligations hereunder to any of its subsidiaries or affiliates (and have such rights and obligations reassigned to it or to any other subsidiary or affiliate). This Agreement shall be binding upon and inure to the benefit of the Firm and its assigns. (c) If any provision of this Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby. (d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE ISLAND OF JERSEY, CHANNEL ISLANDS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE SUBJECT TO THE PROVISIONS OF SECTIONS 9, 10 AND 11 OF THE NONCOMPETITION AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date first above written. THE GOLDMAN SACHS GROUP, INC. By:________________________________ Position Signature [NAME OF INDIVIDUAL OBLIGOR] By:________________________________ By his Attorney in-Fact Signature 10 -----END PRIVACY-ENHANCED MESSAGE-----