GOLDMAN SACHS GROUP INC, SC 13D/A, 1999-12-17

GOLDMAN SACHS GROUP INC
SC 13D/A, 1999-12-17
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

File No. 005-56295

-----------------------------------------------------

SCHEDULE 13D/A
(Rule 13d-101)

Amendment No. 1

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

The Goldman Sachs Group, Inc.
---------------------

(Name of Issuer)

Common Stock, par value $.01 per share
---------------------------
(Title of Class of Securities)

38141G 10 4
---------------------
(CUSIP Number)

Robert J. Katz
Gregory K. Palm
James B. McHugh
The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Telephone: (212) 902-1000
--------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)

December 14, 1999
--------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

(Continued on following pages)

<PAGE>
- ---------------------
CUSIP NO. 38141G 10 4 13D
- ---------------------
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting solely of Covered Persons(1) (a) [x]
As to a group consisting of persons other than Covered Persons (b) [x]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO as to Covered Shares(1), OO and PF as to Uncovered
Shares(2) (Applies to each person listed on Appendix A.)
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) OR 2(e)
(Applies to each person listed on Appendix A.)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise
indicated on Appendix A.
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER (See Item 6)
NUMBER OF As to Covered Shares, 0
SHARES As to Uncovered Shares, as stated in Appendix A
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER (See Item 6) (Applies to each person
REPORTING listed on Appendix A.)
PERSON 273,915,313 Covered Shares held by Covered Persons
WITH 141,536 Uncovered Shares held by Covered Persons(3)
2,513,607 Other Uncovered Shares held by Covered Persons(4)
21,975,421 shares held by KAA(5)
21,425,052 shares held by SBCM(5/6)
---------------------------------------------------------------
9. SOLE DISPOSITIVE POWER (See Item 6)
As to Covered Shares, less than 1%
As to Uncovered Shares, as stated in Appendix A
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER (See Item 6):
As to Covered Shares, 0
As to Uncovered Shares, as stated in Appendix A
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 276,570,456(7)
PERSON
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X](7)
CERTAIN SHARES (Applies to each person listed on
Appendix A.)
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.7%(7)
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN (Applies to each person listed on Appendix A.)

- ---------------

(1) For a definition of this term, please see Item 2.

(2) For a definition of this term, please see Item 3.

(3) These are Uncovered Shares also described in Row 7 which each Covered
Person is deemed to beneficially own by application of Rule 13d-5(b)(1),
but do not include the Uncovered Shares described in note 4. Each Covered
Person disclaims beneficial ownership of Uncovered Shares held by each
other Covered Person.

(4) These are Uncovered Shares held by 114 private charitable foundations
established by 114 Covered Persons each of whom is a trustee or
co-trustee of one or more of such private charitable foundations and may be
deemed to beneficially own such Uncovered Shares. Each other Covered Person
may be deemed to beneficially own such Uncovered Shares by application of
Rule 13d-5(b)(1). Each such Covered Person disclaims beneficial ownership
of such Uncovered Shares, and each other Covered Person also disclaims
beneficial ownership of such Uncovered Shares.

2
<PAGE>

(5) For a definition of this term, please see Item 2. The Covered Persons may
be deemed to be members of a "group" with KAA and SBCM. Each Covered Person
disclaims beneficial ownership of shares of Common Stock held by KAA and
SBCM.

(6) The 21,425,052 shares held by SBCM exclude 7,440,362 shares of Nonvoting
Common Stock held by SBCM which, although immediately convertible into
Common Stock pursuant to the Certificate of Incorporation of The Goldman
Sachs Group, Inc., cannot currently be converted by SBCM due to
restrictions imposed under the Bank Holding Company Act of 1956, as
amended. Please see the separate Schedule 13D filed by SBCM and any
amendments thereto for information relating to such shares. Each Covered
Person disclaims beneficial ownership as to the Nonvoting Common Stock held
by SBCM.

(7) Excludes 21,425,052 and 21,975,421 shares of Common Stock held by SBCM and
KAA, respectively, as to which each Covered Person disclaims beneficial
ownership. See also note 6. Each Covered Person disclaims beneficial
ownership as to the Nonvoting Common Stock held by SBCM.

3
<PAGE>

APPENDIX A

Bradley I. Abelow 0 0 0 0
Peter C. Aberg 0 0 0 0
Paul M. Achleitner Austria 0 0 0 0
Alberto F. Ades Argentina 0 0 0 0
Gregory A. Agran 0 0 0 0
Raanan A. Agus 0 0 0 0
Jonathan R. Aisbitt UK 0 0 0 0
Elliot M. Alchek 0 0 0 0
Andrew M. Alper 0 0 0 0
Philippe J. Altuzarra France 0 0 0 0
Lay Pheng Ang Singapore 0 0 0 0
Kazutaka P. Arai North Korea/ 0 0 0 0
South Korea
David M. Atkinson UK 0 0 0 0
Mitchel J. August 0 0 0 0
Armen A. Avanessians 0 0 0 0
Dean C. Backer 0 0 0 0
Michiel J. Bakker The Netherlands 0 0 0 0
Mark E. Bamford 0 0 0 0
Joseph R. Banks 0 0 0 0
John S. Barakat 0 0 0 0
Barbara J. Basser-Bigio 0 0 0 0
Carl-Georg Germany 0 0 0 0
Bauer-Schlichtegroll
David M. Baum 0 0 0 0
Patrick Y. Baune France 0 0 0 0
Robert A. Beckwitt 0 0 0 0
Jonathan A. Beinner 0 0 0 0
Ron E. Beller 0 0 0 0
Tarek M. Ben Halim Saudi Arabia 0 0 0 0
Jaime I. Bergel Spain 0 0 0 0
Todd L. Bergman 0 0 0 0
Milton R. Berlinski The Netherlands 0 0 0 0
Andrew S. Berman 0 0 0 0
Frances R. Bermanzohn 0 0 0 0
Jeffrey J. Bernstein Canada 0 0 0 0
Stuart N. Bernstein 0 0 0 0
Robert A. Berry UK 0 0 0 0
Jean-Luc Biamonti Monaco 0 0 0 0
James J. Birch UK 0 0 0 0
Lloyd C. Blankfein 0 0 0 0
David W. Blood 0 0 0 0
Randall A. Blumenthal 0 0 0 0
</TABLE>

<PAGE>

David R. Boles 0 0 0 0
Alison L. Bott UK 0 0 0 0
Charles W.A. Bott UK 0 0 0 0
Charles C. Bradford III 0 0 0 0
Benjamin S. Bram 0 0 0 0
Thomas C. Brasco 0 0 0 0
Peter L. Briger, Jr. 0 0 0 0
Craig W. Broderick 0 0 0 0
Richard J. Bronks UK 0 0 0 0
Charles K. Brown UK 0 0 0 0
James K. Brown 0 0 0 0
Vern J. Brownell 0 0 0 0
Peter D. Brundage 0 0 0 0
John J. Bu 0 0 0 0
Lawrence R. Buchalter 0 0 0 0
Mark J. Buisseret UK 0 0 0 0
Steven M. Bunson 0 0 0 0
Timothy B. Bunting UK 0 0 0 0
Andrew J. Burke-Smith Canada 0 0 0 0
Calvert C. Burkhart 0 0 0 0
Michael S. Burton UK 0 0 0 0
George H. Butcher III 0 0 0 0
Mary D. Byron 0 0 0 0
Lawrence V. Calcano 0 0 0 0
Elizabeth V. Camp 0 0 0 0
John D. Campbell 0 0 0 0
Laurie G. Campbell Canada 0 0 0 0
Richard M. Campbell-Breeden UK 0 0 0 0
Carmine C. Capossela 0 0 0 0
Mark M. Carhart 0 0 0 0
Anthony H. Carpet 0 0 0 0
Michael J.Carr 0 0 0 0
Christopher J. Carrera 0 0 0 0
Virginia E. Carter 0 0 0 0
Calvin R. Carver, Jr. 0 0 0 0
Mary Ann Casati 0 0 0 0
Chris Casciato 0 0 0 0
Douglas W. Caterfino 0 0 0 0
Michael J. Certo 0 0 0 0
Varkki P. Chacko USA/India 0 0 0 0
David K. Chang Taiwan 0 0 0 0
</TABLE>

<PAGE>

Thomas P. Chang 0 0 0 0
Sacha A. Chiaramonte Germany 0 0 0 0
Andrew A. Chisholm Canada 0 0 0 0
Robert J. Christie 0 0 0 0
Peter T. Cirenza 0 0 0 0
Kent A. Clark Canada 0 0 0 0
Zachariah Cobrinik 0 0 0 0
Abby Joseph Cohen 0 0 0 0
Lawrence H. Cohen 0 0 0 0
Marc I. Cohen 0 0 0 0
Gary D. Cohn 0 0 0 0
Christopher A. Cole 0 0 0 0
Timothy J. Cole 0 0 0 0
Laura C. Conigliaro 0 0 0 0
Thomas G. Connolly Ireland/USA 0 0 0 0
Frank T. Connor 0 0 0 0
Donna L. Conti 0 0 0 0
Karen R. Cook UK 0 0 0 0
Edith W. Cooper 0 0 0 0
Philip A. Cooper 0 0 0 0
John W. Copeland 0 0 0 0
Carlos A. Cordeiro 0 0 0 0
Henry Cornell 0 0 0 0
E. Gerald Corrigan 0 0 0 0
Jon S. Corzine 0 0 0 0
Claudio Costamagna Italy 0 0 0 0
Frank L. Coulson, Jr. 0 0 0 0
Kenneth Courtis 0 0 0 0
Randolph L. Cowen 0 0 0 0
Neil D. Crowder 0 0 0 0
Eduardo A. Cruz 0 0 0 0
John P. Curtin, Jr. 0 0 0 0
John W. Curtis 0 0 0 0
Stephen C. Daffron 0 0 0 0
John S. Daly Ireland 0 0 0 0
Philip M. Darivoff 0 0 0 0
Matthew S. Darnall 0 0 0 0
Timothy D. Dattels Canada 0 0 0 0
</TABLE>

<PAGE>

Gavyn Davies UK 0 0 0 0
Michael G. De Lathauwer Belgium 0 0 0 0
David A. Dechman 0 0 0 0
Paul C. Deighton UK 0 0 0 0
James Del Favero Australia 0 0 0 0
Juan A. Del Rivero Spain 0 0 0 0
Robert V. Delaney 0 0 0 0
Joseph Della Rosa 0 0 0 0
Emanuel Derman 0 0 0 0
Martin R. Devenish UK 0 0 0 0
Andrew C. Devenport UK 0 0 0 0
Stephen D. Dias UK 0 0 0 0
Armando A. Diaz 0 0 0 0
Alexander C. Dibelius Germany 0 0 0 0
Paul M. DiNardo 0 0 0 0
Simon P. Dingemans UK 0 0 0 0
Sandra D'Italia 0 0 0 0
Michele I. Docharty 0 0 0 0
Paula A. Dominick 0 0 0 0
Noel B. Donohoe Ireland 0 0 0 0
Jana Hale Doty 0 0 0 0
Robert G. Doumar, Jr. 0 0 0 0
Thomas M. Dowling 0 0 0 0
John O. Downing 0 0 0 0
Michael B. Dubno 0 0 0 0
Connie K. Duckworth 0 0 0 0
William C. Dudley 0 0 0 0
Brian J. Duffy 0 0 0 0
Matthieu B. Duncan 0 0 0 0
C. Steven Duncker 0 0 0 0
Karlo J. Duvnjak Canada 0 0 0 0
Jay S. Dweck 0 0 0 0
Gordon E. Dyal 0 0 0 0
Isabelle Ealet France 0 0 0 0
Glenn P. Earle UK 0 0 0 0
Paul S. Efron 0 0 0 0
Herbert E. Ehlers 0 0 0 0
Alexander S. Ehrlich 0 0 0 0
John E. Eisenberg 0 0 0 0
Edward K. Eisler Austria 0 0 0 0
</TABLE>

<PAGE>

Glenn D. Engel 0 0 0 0
Davide G. Erro Italy 0 0 0 0
Michael P. Esposito 0 0 0 0
George C. Estey Canada 0 0 0 0
Mark D. Ettenger 0 0 0 0
Bruce J. Evans 0 0 0 0
J. Michael Evans Canada 0 0 0 0
W. Mark Evans Canada 0 0 0 0
Charles P. Eve UK 0 0 0 0
Paul D. Farrell 0 0 0 0
Elizabeth C. Fascitelli 0 0 0 0
Jeffrey F. Fastov 0 0 0 0
Pieter Maarten Feenstra The Netherlands 0 0 0 0
Steven M. Feldman 0 0 0 0
Laurie R. Ferber 0 0 0 0
Robert P. Fisher, Jr. 0 0 0 0
Lawton W. Fitt 0 0 0 0
Stephen C. Fitzgerald Australia 0 0 0 0
Thomas M. Fitzgerald III 0 0 0 0
James A. Fitzpatrick 0 0 0 0
David N. Fleischer 0 0 0 0
Jeffrey S. Flug 0 0 0 0
David B. Ford 0 0 0 0
Edward C. Forst 0 0 0 0
George B. Foussianes 0 0 0 0
Oliver L. Frankel 0 0 0 0
Matthew T. Fremont-Smith 0 0 0 0
Christopher G. French UK 0 0 0 0
Richard A. Friedman 0 0 0 0
Matthias K. Frisch Switzerland 0 0 0 0
C. Douglas Fuge 0 0 0 0
Shirley Fung UK 0 0 0 0
Eric F. Gan UK 0 0 0 0
Joseph D. Gatto 0 0 0 0
Emmanuel Gavaudan France 0 0 0 0
Nicholas J. Gaynor UK 0 0 0 0
Eduardo B. Gentil 0 0 0 0
Peter C. Gerhard 0 0 0 0
Nomi P. Ghez Israel/USA 0 0 0 0
Scott A. Gieselman 0 0 0 0
H. John Gilbertson, Jr. 0 0 0 0
</TABLE>

<PAGE>

Alan R. Gillespie UK 0 0 0 0
Joseph H. Gleberman 0 0 0 0
Richard J. Gnodde Ireland/South 0 0 0 0
Africa
Jeffrey B. Goldenberg 0 2,860(8) 0 2,860(8)
Jacob D. Goldfield 0 0 0 0
James S. Golob 0 0 0 0
Amy O. Goodfriend 0 0 0 0
Jay S. Goodgold 0 0 0 0
Andrew M. Gordon 0 0 0 0
Anthony J. Gordon 0 0 0 0
Robert D. Gottlieb 0 0 0 0
Frank J. Governali 0 0 0 0
Lorenzo Grabau Italy 0 0 0 0
Geoffrey T. Grant 0 0 0 0
William M. Grathwohl 0 0 0 0
David J. Greenwald 0 0 0 0
Louis S. Greig UK 0 0 0 0
Peter W. Grieve 0 0 0 0
Christopher Grigg UK 0 0 0 0
Douglas C. Grip 0 0 0 0
Eric P. Grubman 0 0 0 0
Celeste A. Guth 0 0 0 0
Joseph D. Gutman 0 0 0 0
Peter T. Gutman 0 0 0 0
Erol Hakanoglu Turkey 0 0 0 0
Roger C. Harper 0 0 0 0
Charles T. Harris III 0 0 0 0
Robert S. Harrison 0 0 0 0
Shelley A. Hartman 0 0 0 0
Paul R. Harvey 0 0 0 0
Arthur J. Hass 0 0 0 0
Nobumichi Hattori Japan 0 0 0 0
Stephen J. Hay UK 0 0 0 0
Walter H. Haydock 0 0 0 0
Isabelle Hayen Belgium 0 0 0 0
Keith L. Hayes UK 0 0 0 0
Thomas J. Healey 0 0 0 0
John P. Heanue 0 0 0 0
Robert C. Heathcote UK 0 0 0 0
</TABLE>

- --------------------
(8) Shared with family members.

<PAGE>

Sylvain M. Hefes France 0 0 0 0
David B. Heller 0 0 0 0
Steven M. Heller 0 0 0 0
R. Douglas Henderson 0 0 0 0
David L. Henle 0 0 0 0
Mary C. Henry 0 0 0 0
Raimund W. Herden Germany 0 0 0 0
Bruce A. Heyman 0 0 0 0
Robert E. Higgins 0 0 0 0
Joanne M. Hill 0 0 0 0
M. Roch Hillenbrand 0 0 0 0
Maykin Ho 0 0 0 0
Timothy E. Hodgson Canada 0 0 0 0
Jacquelyn M. Hoffman-Zehner Canada 0 0 0 0
Christopher G. Hogg New Zealand/USA 0 0 0 0
Daniel E. Holland III 0 0 0 0
Teresa E. Holliday 0 0 0 0
Gregory T. Hoogkamp 0 0 0 0
Robert D. Hormats 0 0 0 0
Robert G. Hottensen, Jr. 0 0 0 0
Michael R. Housden UK 0 0 0 0
Paul J. Huchro 0 0 0 0
James A. Hudis 0 0 0 0
Terry P. Hughes Ireland 0 0 0 0
Bimaljit S. Hundal UK 0 0 0 0
Edith A. Hunt 0 0 0 0
Susan J. Hunt UK 0 0 0 0
Robert J. Hurst 0 0 0 0
Toni Infante 0 0 0 0
Francis J. Ingrassia 0 0 0 0
Timothy J. Ingrassia 0 0 0 0
Masahiro Iwano Japan 0 0 0 0
Raymond J. Iwanowski 0 0 0 0
William L. Jacob III 0 0 0 0
Mark M. Jacobs 0 0 0 0
Richard I. Jaffee 0 0 0 0
Reuben Jeffery III 0 0 0 0
Stefan J. Jentzsch Germany 0 0 0 0
Dan H. Jester 0 0 0 0
Daniel J. Jick 0 0 0 0
Robert H. Jolliffe UK 0 0 0 0
Andrew J. Jonas 0 0 0 0
</TABLE>

<PAGE>

Robert C. Jones 0 0 0 0
Chansoo Joung 0 0 0 0
Andrew J. Kaiser 0 0 0 0
Ann F. Kaplan 0 0 0 0
Barry A. Kaplan 0 0 0 0
David A. Kaplan 0 0 0 0
Jason S. Kaplan 0 0 0 0
Robert S. Kaplan 0 0 0 0
Scott B. Kapnick 0 0 0 0
Erland S. Karlsson Sweden 0 0 0 0
James M. Karp 0 0 0 0
Carolyn F. Katz 0 0 0 0
Richard Katz 0 0 0 0
Robert J. Katz 0 0 0 0
Sofia Katzap 0 0 0 0
David K. Kaugher 0 0 0 0
Haruo Kawamura Japan 0 0 0 0
Tetsuya Kawano Japan 0 0 0 0
R. Mark Keating 0 0 0 0
John L. Kelly 0 0 0 0
Kevin W. Kennedy 0 0 0 0
Thomas J. Kenny 0 0 0 0
Lawrence S. Keusch 0 0 0 0
Rustom N. Khandalavala 0 0 0 0
Peter D. Kiernan III 0 0 0 0
James T. Kiernan, Jr. 0 0 0 0
Sun Bae Kim Canada 0 0 0 0
Douglas W. Kimmelman 0 0 0 0
Colin E. King Canada 0 0 0 0
Robert C. King, Jr. 0 0 0 0
Adrian P. Kingshott UK 0 0 0 0
Timothy M. Kingston 0 0 0 0
Lincoln Kinnicutt 0 0 0 0
Ewan M. Kirk UK 0 0 0 0
Daniel H. Klebes II 0 0 0 0
Michael K. Klingher 0 0 0 0
Craig A. Kloner 0 0 0 0
Jonathan R. Knight UK 0 0 0 0
</TABLE>

<PAGE>

Bradford C. Koenig 0 0 0 0
Mark J. Kogan 0 0 0 0
Stanley Kogelman 0 0 0 0
Jonathan L. Kolatch 0 0 0 0
Richard E. Kolman 0 0 0 0
David J. Kostin 0 0 0 0
Koji Kotaka Japan 0 0 0 0
Peter S. Kraus 0 15(9) 0 15(9)
Christoph M. Ladanyi Austria 0 0 0 0
Peggy A. Lamb 0 0 0 0
David G. Lambert 0 0 0 0
Thomas K. Lane 0 0 0 0
Pierre F. Lapeyre, Jr. 0 0 0 0
Bruce M. Larson 0 0 0 0
Thomas D. Lasersohn 0 0 0 0
Anthony D. Lauto 0 0 0 0
John J. Lauto 0 0 0 0
Matthew Lavicka 0 0 0 0
David N. Lawrence 0 0 0 0
Susan R. Leadem 0 0 0 0
Andrew D. Learoyd UK 0 0 0 0
Chang-Ho J. Lee USA/South Korea 0 0 0 0
Donald C. Lee 0 0 0 0
Kenneth H. M. Leet 0 0 0 0
Anthony J. Leitner 0 0 0 0
Paulo C. Leme 0 0 0 0
Hughes B. Lepic France 0 0 0 0
Alan B. Levande 0 0 0 0
Ronald S. Levin 0 0 0 0
Thomas B. Lewis, Jr. 0 0 0 0
Mark E. Leydecker 0 0 0 0
Matthew G. L'Heureux 0 0 0 0
Aaron D. Liberman 0 0 0 0
Gwen R. Libstag 0 0 0 0
Stephen C. Lichtenauer 0 0 0 0
Roger A. Liddell UK 0 0 0 0
Richard J. Lieb 0 0 0 0
Mitchell J. Lieberman 0 0 0 0
Syaru Shirley Lin 0 0 0 0
Josephine Linden UK 0 0 0 0
Lawrence H. Linden 0 0 0 0
Robert Litterman 0 0 0 0
</TABLE>

- -----------------
(9) Shared with family members.

<PAGE>

Robert H. Litzenberger 0 0 0 0
Ernest S. Liu 0 0 0 0
David McD A. Livingstone Australia 0 0 0 0
David J. Lockwood 0 0 0 0
Douglas F. Londal 0 0 0 0
Jacques M. Longerstaey USA/Belgium 0 0 0 0
Jonathan M. Lopatin 0 0 0 0
Francisco Lopez-Balboa 0 0 0 0
Victor M. Lopez-Balboa 0 0 0 0
Antigone Loudiadis UK 0 0 0 0
C. Richard Lucy 0 0 0 0
Michael C. Luethke 0 0 0 0
Kevin L. Lundeen 0 0 0 0
Michael R. Lynch 0 0 0 0
Shogo Maeda Japan 0 0 0 0
John A. Mahoney 0 0 0 0
Sean O. Mahoney 0 0 0 0
Jun Makihara Japan 0 0 0 0
Russell E. Makowsky 0 0 0 0
Peter G. C. Mallinson UK 0 0 0 0
Kathleen M. Maloney 0 0 0 0
Charles G. R. Manby UK 0 0 0 0
Robert S. Mancini 0 0 0 0
Barry A. Mannis 0 0 0 0
Jorge O. Mariscal Mexico 0 0 0 0
Richard J. Markowitz 0 0 0 0
Ronald G. Marks 0 0 0 0
Robert J. Markwick UK 0 0 0 0
Eff W. Martin 0 0 0 0
Jacques Martin Canada 0 0 0 0
John J. Masterson 0 0 0 0
David J. Mastrocola 0 0 0 0
Kathy M. Matsui 0 0 0 0
Tadanori Matsumura Japan 0 0 0 0
Heinz Thomas Mayer Germany 0 0 0 0
Thomas J. McAdam 0 0 0 0
Richard F. McArdle 0 0 0 0
Theresa E. McCabe 0 0 0 0
Joseph M. McConnell 0 0 0 0
</TABLE>

<PAGE>

Mark E. McGoldrick 0 0 0 0
Joseph P. McGrath Jr. 0 0 0 0
Stephen J. McGuinness 0 0 0 0
John C. McIntire 0 0 0 0
John W. McMahon 0 0 0 0
Geraldine F. McManus 0 0 0 0
Richard P. McNeil Jamaica 0 0 0 0
Audrey A. McNiff 0 0 0 0
Anne Welsh McNulty 0 0 0 0
John P. McNulty 0 0 0 0
E. Scott Mead 0 0 0 0
David M. Meerschwam The Netherlands 0 0 0 0
Sanjeev K. Mehra India 0 0 0 0
Michael C. Melignano 0 0 0 0
Amos Meron 0 0 0 0
T. Willem Mesdag 0 0 0 0
Andrew L. Metcalfe UK 0 0 0 0
Michael R. Miele 0 0 0 0
Gunnar T. Miller 0 0 0 0
Kenneth A. Miller 0 0 0 0
Therese L. Miller 0 0 0 0
James E. Milligan 0 0 0 0
Eric M. Mindich 0 0 0 0
Peter A. Mindnich 0 0 0 0
Edward S. Misrahi Italy 0 0 0 0
Steven T. Mnuchin 0 0 0 0
Kurt C. Mobley 0 0 0 0
Masanori Mochida Japan 135,428 0 135,428 0
Karsten N. Moller Denmark 0 0 0 0
Thomas K. Montag 0 0 0 0
Wayne L. Moore 0 0 0 0
Yukihiro Moroe Japan 0 0 0 0
Robert B. Morris III 0 0 0 0
Michael P. Mortara 0 0 0 0
Jennifer Moses 0 0 0 0
Matthias R. Mosler Germany 0 0 0 0
Jeffrey M. Moslow 0 0 0 0
</TABLE>

<PAGE>

Sharmin Mossavar-Rahmani UK 0 0 0 0
Gregory T. Mount 0 0 0 0
Ian Mukherjee UK 0 0 0 0
Edward A. Mule 0 0 0 0
Eric D. Mullins 0 0 0 0
Donald J. Mulvihill 0 0 0 0
Patrick E. Mulvihill Ireland 0 0 0 0
Richard A. Murley UK 0 0 0 0
Philip D. Murphy 43 0 43 0
Thomas S. Murphy, Jr. 0 0 0 0
Gaetano J. Muzio 0 0 0 0
Michiya Nagai Japan 0 0 0 0
Kiyotaka Nakamura Japan 0 0 0 0
Gabrielle U. Napolitano 0 0 0 0
Avi M. Nash 0 0 0 0
Trevor P. Nash UK 0 0 0 0
Warwick M. Negus Australia 0 0 0 0
Daniel M. Neidich 0 0 0 0
Kipp M. Nelson 0 0 0 0
Robin Neustein 0 0 0 0
Evan M. Newmark 0 0 0 0
Duncan L. Niederauer 0 0 0 0
Susan M. Noble UK 0 0 0 0
Suok J. Noh 0 0 0 0
Suzanne Nora Johnson 0 0 0 0
Christopher K. Norton 0 0 0 0
Michael E. Novogratz 0 0 0 0
Jay S. Nydick 0 0 0 0
Katherine K. Oakley 0 0 0 0
Alok Oberoi India 0 0 0 0
David Ogens 0 0 0 0
Jinsuk T. Oh South Korea 0 0 0 0
John C. O'Hara 0 0 0 0
Terence J. O'Neill UK 0 0 0 0
Timothy J. O'Neill 0 0 0 0
Richard T. Ong Malaysia 0 0 0 0
Ronald M. Ongaro 0 0 0 0
Donald C. Opatrny, Jr. 0 0 0 0
Daniel B. O'Rourke 0 0 0 0
</TABLE>

<PAGE>

Robert J. O'Shea 0 0 0 0
Joel D. Ospa 0 0 0 0
Greg M. Ostroff 0 0 0 0
Terence M. O'Toole 0 0 0 0
Robert J. Pace 0 0 0 0
Robert N. Packer 0 0 0 0
Gregory K. Palm 0 0 0 0
Mukesh K. Parekh 0 0 0 0
Geoffrey M. Parker 0 0 0 0
Melissa B. Patrusky 0 0 0 0
Henry M. Paulson, Jr. 0 0 0 0
David B. Philip 0 0 0 0
Paul A. Phillips 0 0 0 0
Alberto M. Piedra, Jr. 0 0 0 0
Stephen R. Pierce 0 0 0 0
Philip J. Pifer 0 0 0 0
Scott M. Pinkus 0 0 0 0
Timothy C. Plaut Germany 0 0 0 0
Andrea Ponti Italy/USA 0 0 0 0
Ellen R. Porges 0 0 0 0
Wiet H. M. Pot The Netherlands 0 0 0 0
Michael J. Poulter UK 0 0 0 0
John J. Powers 0 0 0 0
Richard H. Powers 0 0 0 0
Michael A. Price 0 0 0 0
Scott S. Prince 0 0 0 0
Goran V. Puljic 0 1,000(10) 0 1,000(10)
Alok Puri UK 0 0 0 0
Kevin A. Quinn 0 0 0 0
Stephen D. Quinn 0 0 0 0
John J. Rafter Ireland 0 0 0 0
Dioscoro-Roy I. Ramos Phillippines 0 0 0 0
Gregory G. Randolph 0 0 0 0
Charlotte P. Ransom UK 0 0 0 0
Michael G. Rantz 0 0 0 0
Joseph Ravitch 0 0 0 0
Girish V. Reddy 0 0 0 0
Arthur J. Reimers III 0 0 0 0
Anthony John Reizenstein UK 0 0 0 0
James P. Riley, Jr. 0 0 0 0
Kimberly E. Ritrievi 0 0 0 0
Simon M. Robertson UK 0 0 0 0
</TABLE>

- --------------------
(10) Shared with family members.

16
<PAGE>

J. David Rogers 0 0 0 0
John F. W. Rogers 0 0 0 0
Emmanuel Roman France 0 0 0 0
Eileen P. Rominger 0 0 0 0
Pamela P. Root 0 0 0 0
Ralph F. Rosenberg 0 0 0 0
Jacob D. Rosengarten 0 0 0 0
Richard J. Rosenstein 0 0 0 0
Ivan Ross 0 0 0 0
Stuart M. Rothenberg 0 0 0 0
Stuart R. Rubenstein 0 0 0 0
Michael S. Rubinoff 0 0 0 0
Ernest H. Ruehl, Jr. 0 0 0 0
Paul M. Russo 0 0 0 0
Richard M. Ruzika 0 0 0 0
John C. Ryan 0 0 0 0
Michael D. Ryan 0 0 0 0
Katsunori Sago Japan 0 0 0 0
Pablo J. Salame Ecuador 0 0 0 0
J. Michael Sanders 0 0 0 0
Allen Sangines-Krause Mexico 0 0 0 0
Richard A. Sapp 0 0 0 0
Joseph Sassoon Israel 0 0 0 0
Tsutomu Sato Japan 240 0 240 0
Muneer A. Satter 0 0 0 0
Jonathan S. Savitz 0 0 0 0
Peter Savitz 0 0 0 0
Paul S. Schapira Italy 0 0 0 0
P. Sheridan Schechner 1,000 0 1,000 0
Gary B. Schermerhorn 0 0 0 0
Mitchell I. Scherzer Canada 0 0 0 0
Howard B. Schiller 0 0 0 0
Jeffrey W. Schroeder 0 0 0 0
Richard C. Schutte 0 0 0 0
Antoine Schwartz France 0 0 0 0
Eric S. Schwartz 0 0 0 0
Harvey M. Schwartz 0 0 0 0
Mark Schwartz 0 0 0 0
Steven M. Scopellite 0 0 0 0
David J. Scudellari 0 0 0 0
Charles B. Seelig, Jr. 0 0 0 0
Karen D. Seitz 0 0 0 0
Randolph Sesson, Jr. 0 0 0 0
Steven M. Shafran 0 0 0 0
</TABLE>

<PAGE>

Richard S. Sharp UK 0 0 0 0
John P. Shaughnessy 0 0 0 0
Robert J. Shea, Jr. 0 0 0 0
James M. Sheridan 0 0 0 0
Richard G. Sherlund 0 0 0 0
Michael S. Sherwood UK 0 0 0 0
Howard A. Silverstein 0 0 0 0
Richard P. Simon 0 0 0 0
Victor R. Simone, Jr. 0 0 0 0
Dinakar Singh 0 0 0 0
Ravi M. Singh 0 0 0 0
Ravi Sinha India/USA 0 0 0 0
Allen W. Sinsheimer 0 0 0 0
Edward M. Siskind 0 0 0 0
Christian J. Siva-Jothy UK 0 0 0 0
Mark F. Slaughter 0 0 0 0
Linda J. Slotnick 0 0 0 0
Cody J Smith 0 0 0 0
Derek S. Smith 0 0 0 0
Michael M. Smith 0 0 0 0
Sarah E. Smith UK 0 0 0 0
Trevor A. Smith UK 0 0 0 0
Randolph C. Snook 0 0 0 0
Jonathan S. Sobel 0 0 0 0
David M. Solomon 0 0 0 0
Judah C. Sommer 0 0 0 0
Theodore T. Sotir 0 0 0 0
Daniel L. Sparks 0 0 0 0
Marc A. Spilker 0 0 0 0
Daniel W. Stanton 0 0 0 0
Esta E. Stecher 0 0 0 0
Fredric E. Steck 0 0 0 0
Robert K. Steel 0 0 0 0
Robert S. Stellato 0 0 0 0
Joseph P. Stevens 0 0 0 0
Raymond S. Stolz 0 0 0 0
Steven H. Strongin 0 0 0 0
Andrew J. Stuart Australia 0 0 0 0
</TABLE>

<PAGE>

Patrick Sullivan 0 0 0 0
Lucy H. Sun 0 0 0 0
Hsueh J. Sung Taiwan 0 0 0 0
George M. Suspanic Spain 0 0 0 0
Peter D. Sutherland Ireland 0 0 0 0
Andrew M. Swinburne UK 0 0 0 0
Gene T. Sykes 0 0 0 0
Shahriar Tadjbakhsh 0 0 0 0
John H. Taylor 0 0 0 0
Robert E. Taylor 0 0 0 0
Greg W. Tebbe 0 0 0 0
Kiyotaka Teranishi Japan 0 0 0 0
Mark R. Tercek 0 0 0 0
Donald F. Textor 0 0 0 0
John A. Thain 0 0 0 0
Darren S. Thompson 0 0 0 0
John L. Thornton 0 0 0 0
Rory T. Tobin Ireland 0 0 0 0
Daisuke Toki Japan 0 0 0 0
Massimo Tononi Italy 0 0 0 0
John R. Tormondsen 0 0 0 0
Leslie C. Tortora 0 0 0 0
John L. Townsend III 0 0 0 0
Mark J. Tracey UK 0 0 0 0
Stephen S. Trevor 0 0 0 0
Byron D. Trott 0 0 0 0
Michael A. Troy 0 0 0 0
Donald J. Truesdale 0 0 0 0
Robert B. Tudor III 0 0 0 0
Thomas E. Tuft 0 0 0 0
John Tumilty UK 0 0 0 0
Barry S. Turkanis 0 0 0 0
Malcolm B. Turnbull Australia 554 0 554 0
Christopher H. Turner 0 0 0 0
Thomas B. Tyree, Jr. 0 0 0 0
Harkanwar Uberoi India 0 0 0 0
Kaysie P. Uniacke 0 0 0 0
John E. Urban 0 0 0 0
Hugo H. Van Vredenburch The Netherlands 0 0 0 0
Lee G. Vance 0 0 0 0
Corrado P. Varoli Canada 0 0 0 0
John J. Vaske 0 0 0 0
Oksana Vayner-Ryklin 0 0 0 0
</TABLE>

<PAGE>

David A. Viniar 0 0 0 0
Barry S. Volpert 0 0 0 0
George H. Walker IV 0 0 0 0
Thomas B. Walker III 0 0 0 0
Berent A. Wallendahl Norway 0 0 0 0
David R. Walton UK 0 0 0 0
Hsueh-Ming Wang 0 0 0 0
Patrick J. Ward 0 0 0 0
Haruko Watanuki Japan 0 0 0 0
Edward F. Watts, Jr. 0 300(11) 0 300(11)
David M. Weil 0 0 0 0
John S. Weinberg 0 0 0 0
Peter A. Weinberg 0 0 0 0
Helge Weiner-Trapness Sweden 0 0 0 0
Mark S. Weiss 0 0 0 0
George W. Wellde, Jr. 0 0 0 0
Bradley W. Wendt 0 0 0 0
Lance N. West 0 0 0 0
Peter Wheeler UK 0 0 0 0
Barbara A. White 0 0 0 0
A. Carver Wickman 0 0 0 0
Susan A. Willetts 0 0 0 0
Anthony G. Williams UK 0 0 0 0
Christopher G. Williams UK 0 0 0 0
Gary W. Williams 0 0 0 0
Todd A. Williams 0 0 0 0
John S. Willian 0 0 0 0
Kenneth W. Willman 0 0 0 0
Andrew F. Wilson New Zealand 0 0 0 0
Kendrick R. Wilson III 0 0 0 0
Jon Winkelried 0 0 0 0
Steven J. Wisch 0 0 0 0
Michael S. Wishart 0 0 0 0
Richard E. Witten 0 0 0 0
William H. Wolf, Jr. 0 0 0 0
Tracy R. Wolstencroft 0 0 0 0
Zi Wang Xu Canada/China 0 0 0 0
(PRC)
Richard A. Yacenda 0 0 0 0
Tetsufumi Yamakawa Japan 0 0 0 0
Yasuyo Yamazaki Japan 11 0 11 0
Xiang-Dong Yang China (PRC) 0 0 0 0
</TABLE>

- --------------------
(11) Shared with family members.

<PAGE>

<TABLE>
<CAPTION>
ITEM 6 ITEM 7 ITEM 8 ITEM 10
CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED
(UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED SHARES
- -------------------------- ---------------- ----------- ------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Danny O. Yee 0 0 0
Jaime E. Yordan 0 0 0 0
W. Thomas York, Jr. 0 0 0 0
Paul M. Young 0 0 0 0
Richard M. Young 0 0 0 0
Michael J. Zamkow 0 85(12) 0 85(12)
Paolo Zannoni Italy 0 0 0 0
Yoel Zaoui France 0 0 0 0
Gregory H. Zehner 0 0 0 0
Jide J. Zeitlin 0 0 0 0
Joan H. Zief 0 0 0 0
Joseph R. Zimmel 0 0 0 0
James P. Ziperski 0 0 0 0
Barry L. Zubrow 0 0 0 0
Mark A. Zurack 0 0 0 0
Shares held by 114 private N/A 0 2,513,607 0 2,513,607
charitable foundations
established by 114
Covered Persons each of
whom is a trustee or
co-trustee of one or more
of such private charitable
foundations(13)
</TABLE>

- --------------------

(12) Shared with family members.

(13) Each Covered Person disclaims beneficial ownership of all such shares of
Common Stock.

<PAGE>
This Amendment No. 1 to a Statement on Schedule 13D amends and restates
in its entirety such Schedule 13D (as so amended and restated, this "Schedule").
This Amendment No. 1 is being filed because the Covered Persons' beneficial
ownership of Common Stock has decreased by one percent or more of the Common
Stock outstanding.

Item 1. Security and Issuer

This Schedule relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Goldman Sachs Group, Inc., a Delaware corporation
(together with its subsidiaries and affiliates, "GS Inc."). The address of the
principal executive offices of GS Inc. is 85 Broad Street, New York, New York
10004.

Item 2. Identity and Background

(a), (b), (c), (f) The cover page to this Schedule and Appendix A
hereto contain the names of the persons ("Covered Persons") who beneficially own
Common Stock subject to a Shareholders' Agreement ("Covered Shares"), dated as
of May 7, 1999, to which the Covered Persons are party (as amended from time to
time, the "Shareholders' Agreement"). This filing is being made on behalf of all
of the Covered Persons, and their agreement that this filing may be so made is
contained in the Shareholders' Agreement.

This Schedule contains certain information relating to Sumitomo Bank
Capital Markets, Inc. ("SBCM") and Kamehameha Activities Association ("KAA"),
who may be deemed to be members of a "group" with the Covered Persons. Each
Covered Person hereby disclaims beneficial ownership of the shares of Common
Stock and other equity securities of GS Inc. subject to the Voting Agreements
between SBCM and KAA, respectively, on the one hand, and GS Inc., on the other
hand (respectively, the "SBCM Shares" and the "KAA Shares"). All information
contained in this Schedule relating to SBCM and KAA has been included based upon
information provided by SBCM and KAA; the separate Schedules 13D filed by SBCM
and KAA and any amendments thereto should be referred to for information
relating to SBCM and KAA.

Appendix A hereto also provides the citizenship of each Covered Person,
if other than the United States. Each Covered Person is a senior professional
employed or formerly employed by GS Inc. GS Inc. is a global investment banking
and securities firm. Except as indicated on Annex A, the business address of
each Covered Person for purposes of this Schedule is 85 Broad Street, New York,
New York 10004.

(d), (e) Except as described in Annex B, during the last five years, no
Covered Person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction resulting in such
Covered Person being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Covered Shares have been and will be acquired by the Covered
Persons in the following manner: (i) the former profit participating limited
partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.")
acquired certain Covered Shares in exchange for their interests in Group L.P.
and certain of its affiliates and investee corporations and (ii) the Covered
Persons have acquired and will acquire beneficial ownership of certain other
Covered Shares in connection with GS Inc.'s initial public offering and/or
pursuant to GS Inc.'s employee compensation, benefit or similar plans.

Covered Persons may from time to time acquire Common Stock not subject
to the Shareholders' Agreement ("Uncovered Shares") for investment purposes.
Such Common Stock may be acquired with personal funds of or funds borrowed by
such Covered Person.

Item 4. Purpose of Transactions

The Covered Persons acquired the Covered Shares in connection with the
succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public
offering and through certain employee compensation, benefit or similar plans of
GS Inc. Covered Persons may from time to time acquire Uncovered Shares for
investment purposes. Except as described in Item 6 and except for the
acquisition by Covered Persons of Common Stock pursuant to

22
<PAGE>
employee compensation, benefit or similar plans of GS Inc. in the future or as
described in the immediately preceding sentence, none of the Covered Persons has
any plans or proposals which relate to or would result in their acquisition of
additional Common Stock or any of the other events described in Item 4(a)
through 4(j).

Each Covered Person is expected to evaluate on an ongoing basis GS
Inc.'s financial condition and prospects and his or her interests in and with
respect to GS Inc. Accordingly, each Covered Person may change his or her plans
and intentions at any time and from time to time. In particular, each Covered
Person may at any time and from time to time acquire or dispose of shares of
Common Stock.

Item 5. Interest in Securities of the Issuer

(a) Rows (11) and (13) of the cover page to this Schedule and Appendix
A are hereby incorporated by reference. Each Covered Person hereby disclaims
beneficial ownership of any shares of Common Stock held by any other Covered
Person and disclaims beneficial ownership of the SBCM Shares and the KAA Shares.
Except as described in Annex C, none of the shares of Common Stock reported in
rows (11) and (13) of the cover page to this Schedule and Appendix A are shares
as to which there is a right to acquire exercisable within 60 days.

(b) Rows (7) through (10) of the cover page to this Schedule and
Appendix A set forth the percentage range of Covered Shares as to which there is
sole power to vote or direct the vote or to dispose or direct the disposition;
the number of Uncovered Shares as to which there is sole power to vote or direct
the vote or to dispose or direct the disposition; and the number of shares of
Common Stock as to which there is shared power to vote or direct the vote or to
dispose or direct the disposition. The power to vote Covered Shares by Covered
Persons is shared with each other Covered Person, as described below in response
to Item 6. Each Covered Person hereby disclaims beneficial ownership of any
shares of Common Stock held by any other Covered Person and disclaims beneficial
ownership of the SBCM Shares and the KAA Shares.

(c) Except as described in Annex D, no Covered Person has effected any
transactions in Common Stock during the past 60 days.

(d), (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

Each Covered Person listed on the cover page to this Schedule and
Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders'
Agreement is filed as an exhibit to this Schedule 13D and the following summary
of the terms of this agreement is qualified in its entirety by reference
thereto. References to the "board of directors" are to the board of directors of
The Goldman Sachs Group, Inc.

The Covered Shares include generally all Common Stock acquired or to be
acquired from GS Inc. by the Covered Persons. Covered Shares include: shares of
Common Stock acquired by the former profit participating limited partners active
in the business of Group L.P. in exchange for their interests in Group L.P. and
certain of its affiliates; shares of Common Stock acquired or to be acquired
through the grant of restricted stock units, stock options and interests in a
defined contribution plan (except for certain Uncovered Shares as specified in
Appendix A); and, unless otherwise determined by the board of directors and the
Shareholders' Committee, any shares of Common Stock acquired or to be acquired
by the Covered Persons from GS Inc. through any other employee compensation,
benefit or similar plan. Covered Shares do not include any shares of Common
Stock purchased or to be purchased by a Covered Person in the open market or in
a subsequent underwritten public offering.

TRANSFER RESTRICTIONS

Each Covered Person has agreed in the Shareholders' Agreement, among
other things, to retain beneficial ownership of Covered Shares at least equal to
25% of the cumulative number of Covered Shares beneficially owned by him or her
at the time he or she became a Covered Person or acquired by him or her
thereafter and with no credit for dispositions (the "General Transfer
Restrictions") for so long as he or she is a Covered Person and an employee of
GS Inc. (an "Employee Covered Person").

23
<PAGE>
The former profit participating limited partners active in the business
of Group L.P. will also be subject to limitations on their ability to transfer
Covered Shares received in connection with the succession of GS Inc. to the
business of Group L.P. Under these restrictions, each such former profit
participating limited partner has agreed that he or she will not transfer such
Covered Shares until May 7, 2002, the third anniversary of the date of GS Inc.'s
initial public offering of its Common Stock (the "Partner Transfer Restrictions"
and, together with the General Transfer Restrictions, the "Transfer
Restrictions"). The Partner Transfer Restrictions will lapse as to such Covered
Shares in equal installments on each of May 7, 2002, May 7, 2003 and May 7,
2004. The Transfer Restrictions applicable to a Covered Person terminate upon
the death of the Covered Person.

WAIVERS

Except in the case of a third-party tender or exchange offer, the
Partner Transfer Restrictions may be waived or terminated at any time by the
Shareholders' Committee described below under "Information Regarding the
Shareholders' Committee". The Shareholders' Committee also has the power to
waive the General Transfer Restrictions to permit Covered Persons to:
participate as sellers in underwritten public offerings of Common Stock and
tender and exchange offers and share repurchase programs by GS Inc.; transfer
Covered Shares to charities, including charitable foundations (see Item 4 for a
discussion of a recent waiver pursuant to this authority); transfer Covered
Shares held in employee benefit plans; and transfer Covered Shares in specific
transactions (for example, to immediate family members and trusts) or
circumstances.

In the case of a third-party tender or exchange offer, the Transfer
Restrictions may be waived or terminated: if the board of directors is
recommending acceptance or is not making any recommendation with respect to
acceptance of the tender or exchange offer, by a majority of the Voting
Interests (as defined below); or if the board of directors is recommending
rejection of the tender or exchange offer, by 66 2/3% of the outstanding Voting
Interests.

In the case of a tender or exchange offer by GS Inc., a majority of the
outstanding Voting Interests may also elect to waive or terminate the Transfer
Restrictions.

VOTING

Prior to any vote of the shareholders of GS Inc., the Shareholders'
Agreement requires a separate, preliminary vote of the Voting Interests on each
matter upon which a vote of the shareholders is proposed to be taken (the
"Preliminary Vote"). Each Covered Share held by an Employee Covered Person and
each other Covered Share subject to the Partner Transfer Restrictions will be
voted in accordance with the majority of the votes cast by the Voting Interests
in the Preliminary Vote. In elections of directors, each Covered Share will be
voted in favor of the election of those persons receiving the highest numbers of
votes cast by the Voting Interests in the Preliminary Vote. "Voting Interests"
are Covered Shares beneficially owned by all Covered Persons through December
31, 2000 and thereafter are Covered Shares beneficially owned by all Employee
Covered Persons.

OTHER RESTRICTIONS

The Shareholders' Agreement also prohibits the Covered Persons from
engaging in certain activities relating to any securities of GS Inc. with any
person who is not a Covered Person or a director, officer or employee of GS Inc.
("Restricted Persons"). Among other things, a Covered Person may not:
participate in a proxy solicitation to or with a Restricted Person; deposit any
Covered Shares in a voting trust or subject any Covered Shares to any voting
agreement or arrangement that includes any Restricted Person; form, join or in
any way participate in a "group" with any Restricted Person; or together with
any Restricted Person, propose certain transactions with GS Inc. or seek the
removal of any directors of GS Inc. or any change in the composition of the
board of directors.

TERM, AMENDMENT AND CONTINUATION

The Shareholders' Agreement is to continue in effect until the earlier
of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the
outstanding Voting Interests. The Partner Transfer Restrictions will not
terminate upon the expiration or termination of the Shareholders' Agreement
unless previously waived or terminated or unless subsequently waived or
terminated by the board of directors. The Shareholders' Agreement may generally
be amended at any time by a majority of the outstanding Voting Interests.

24
<PAGE>
Unless otherwise terminated, in the event of any transaction in which a
third party succeeds to the business of GS Inc. and in which Covered Persons
hold securities of the third party, the Shareholders' Agreement will remain in
full force and effect as to the securities of the third party, and the third
party shall succeed to the rights and obligations of GS Inc. under the
Shareholders' Agreement.

INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE

The Shareholders' Committee shall at any time consist of each of those
individuals who are both Employee Covered Persons and members of the board of
directors and who agree to serve as members of the Shareholders' Committee. If
there are less than three individuals who are both Employee Covered Persons and
members of the board of directors and who agree to serve as members of the
Shareholders' Committee, the Shareholders' Committee shall consist of each such
individual plus such additional individuals who are Employee Covered Persons and
who are selected pursuant to procedures established by the Shareholders'
Committee as shall assure a Shareholders' Committee of not less than three
members who are Employee Covered Persons. Currently, Henry M. Paulson, Jr.,
Robert J. Hurst, John A. Thain and John L. Thornton are the members of the
Shareholders' Committee.

VOTING AGREEMENTS

Both SBCM and KAA have, in separate voting agreements, each dated April
30, 1999 (each, a "Voting Agreement"), agreed to vote their shares of Common
Stock and all other voting securities of GS Inc. in the same manner as a
majority of the shares of Common Stock held by the managing directors of GS Inc.
are voted for so long as they hold voting securities of GS Inc. It is expected
that for so long as the Shareholders' Agreement remains in effect, the Voting
Agreements will result in the shares of Common Stock owned by SBCM and KAA being
voted in the same manner as the Covered Shares. The Covered Persons are not
parties to the Voting Agreements, and the Voting Agreements are not enforceable
by the Covered Persons, will continue to exist independent of the existence of
the Shareholders' Agreement and may be amended, waived or canceled by GS Inc.
without any consent or approval of the Covered Persons. The Voting Agreements
are filed as exhibits to this Schedule 13D and the foregoing summary of these
agreements is qualified in its entirety by reference thereto.

Each Covered Person hereby disclaims beneficial ownership of the SBCM
Shares and the KAA Shares.

PLEDGE AGREEMENTS

Each profit participating limited partner who was active in the
business of Group L.P. on May 7, 1999 has pledged to GS Inc. Common Stock or
other assets with an initial value equal to $15 million for each such person who
initially serves on the board of directors, the Management Committee or the
Partnership Committee of GS Inc. and $10 million for each other such person.
This pledge secures the liquidated damages provision of a noncompetition
agreement which each such person has entered into with GS Inc. The form of
agreement relating to noncompetition and other covenants and the form of pledge
agreement are filed as exhibits to this Schedule 13D and the foregoing summary
of these agreements is qualified in its entirety by reference thereto.

In addition, Masanori Mochida, a Covered Person, has pledged 135,428
shares of Common Stock (all of which are Uncovered Shares) to GS Inc. as
security for a loan made by Group L.P. to him. The pledge agreement relating to
such 135,428 shares is filed as an exhibit to this Schedule 13D and the
foregoing summary of this agreement is qualified in its entirety by reference
thereto.

REGISTRATION RIGHTS INSTRUMENT

In connection with the donation of shares of Common Stock described in
Annex D, GS Inc. entered into a Registration Rights Instrument and Supplemental
Registration Rights Instrument. The following is a description of the
Registration Rights Instrument, as supplemented. The Registration Rights
Instrument and the Supplemental Registration Rights Instrument are filed as
Exhibits to this Schedule, and the following summary of these agreements is
qualified in its entirety by reference thereto.

Pursuant to the Registration Rights Instrument, as supplemented, GS
Inc. has agreed to register the donated shares of Common Stock for resale by
charitable foundations and public charities. GS Inc. has agreed in the
Registration Rights Instrument, as supplemented, to pay all of the fees and
expenses relating to the offering by the

25
<PAGE>
charitable organizations, other than any agency fees and commissions or
underwriting commissions or discounts or any transfer taxes incurred by the
charitable organizations in connection with their resales. GS Inc. also has
agreed to indemnify the charitable organizations against certain liabilities,
including those arising under the Securities Act of 1933.

GS Inc. may amend the Registration Rights Instrument and the
Supplemental Registration Rights Instrument in any matter that it deems
appropriate, without the consent of any charitable organization. However, GS
Inc. may not make any amendment that would cause the shares of Common Stock to
fail to be "qualified appreciated stock" within the meaning of Section 170 of
the Internal Revenue Code. In addition, GS Inc. may not make any amendment that
would materially and adversely affect the rights of any charitable organization
without the consent of a majority of the materially and adversely affected
charitable organizations.

Item 7. Material to be Filed as Exhibits

Exhibit Description
- ------------------ ------------------------------------------------------------
A. Shareholders' Agreement, dated as of May 7, 1999
(incorporated by reference to Exhibit A to the Schedule 13D
filed May 17, 1999 (File No. 00556295) (the "Initial
Schedule 13D")).

B. Voting Agreement, dated as of April 30, 1999, by and among
The Goldman Sachs Group, Inc., The Trustees of the Estate of
Bernice Pauahi Bishop and Kamehameha Activities Association
(incorporated by reference to Exhibit B to the Initial
Schedule 13D).

C. Voting Agreement, dated as of April 30, 1999, by and among
The Goldman Sachs Group, Inc., The Sumitomo Bank, Limited
and Sumitomo Bank Capital Markets, Inc. (incorporated by
reference to Exhibit C to the Initial Schedule 13D).

D. Form of Agreement Relating to Noncompetition and Other
Covenants (incorporated by reference to Exhibit 10.20 to the
registration statement on Form S-1 (File No. 333-74449)
filed by The Goldman Sachs Group, Inc.).

E. Form of Pledge Agreement (incorporated by reference to
Exhibit 10.21 to the registration statement on Form S-1
(File No. 333-74449) filed by The Goldman Sachs Group,
Inc.).

F Pledge Agreement, dated May 5, 1999, between Masanori
Mochida and The Goldman Sachs Group, Inc. (incorporated by
reference to Exhibit F to the Initial Schedule 13D).

G. Registration Rights Instrument.

H. Supplemental Registration Rights Instrument.

I. Power of Attorney.

26
<PAGE>

ANNEX A

ITEM 2(B). CERTAIN BUSINESS ADDRESSES

None.

27
<PAGE>

ANNEX B

ITEMS 2(D)
AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS

None.

28
<PAGE>

ANNEX C

ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE
EXERCISABLE WITHIN 60 DAYS

SBCM holds 7,440,362 shares of Nonvoting Common Stock which, although
immediately convertible into Common Stock pursuant to the Certificate of
Incorporation of GS Inc., cannot currently be converted by SBCM due to
restrictions imposed under the Bank Holding Company Act of 1956, as amended.

29
<PAGE>

ANNEX D

ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED DURING
THE LAST 60 DAYS BY THE COVERED PERSONS.

During the last 60 days, 161 new Managing Directors at GS Inc. became Covered
Persons. These new Managing Directors collectively own no Covered Shares and
1,000 Uncovered Shares.

On October 20, 1999, Philip D. Murphy acquired 43 shares of Common Stock in an
open market transaction effected on the New York Stock Exchange for a per share
price of $60.50, which transaction settled on October 25, 1999.

On November 26, 1999 104,819 shares of Common Stock were contributed to The
Goldman Sachs Defined Contribution Plan, in which 214 Covered Persons
participate. These awards were made by GS Inc. for employee compensation
purposes. The contributed shares of Common Stock are Covered Shares and are
subject to the provisions of the Stockholders' Agreement.

On December 13, 1999, the transfer restrictions on an aggregate of 8,033,539
Covered Shares were waived. 5,982,933 of these Covered Shares were donated by
184 Covered Persons to private charitable foundations and 2,030,991 of these
Covered Shares were donated by 105 Covered Persons to 126 public charitable
institutions. On December 14, 1999, 148 of such private charitable foundations
sold an aggregate of 3,422,252 of such shares of Common Stock.

30
<PAGE>

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: December 17, 1999

By: /s/ Gregory K. Palm
----------------------------------------
Name: Gregory K. Palm
Title: Attorney-in-Fact

31
<PAGE>

EXHIBIT INDEX

Exhibit Description
- ------------------ ------------------------------------------------------------

A. Shareholders' Agreement, dated as of May 7, 1999
(incorporated by reference to Exhibit A to the Schedule 13D
filed May 17, 1999 (File No. 00556295) (the "Initial
Schedule 13D")).

E. Form of Pledge Agreement (incorporated by reference to
Exhibit 10.21 to the registration statement on Form S-1
(File No. 333-74449) filed by The Goldman Sachs Group,
Inc.).

F. Pledge Agreement, dated May 5, 1999, between Masanori
Mochida and The Goldman Sachs Group, Inc. (incorporated by
reference to Exhibit F to the Initial Schedule 13D).

G. Registration Rights Instrument.

H. Supplemental Registration Rights Instrument.

I. Power of Attorney.

REGISTRATION RIGHTS INSTRUMENT

EXHIBIT G

REGISTRATION RIGHTS INSTRUMENT

REGISTRATION RIGHTS INSTRUMENT, dated as of December 10, 1999 (the
"Instrument").

WHEREAS, pursuant to the Amended and Restated Plan of Incorporation
(the "Plan") of The Goldman Sachs Group, L.P. ("GS Group") adopted on April 30,
1999 and Article Twelfth of the Amended and Restated Certificate of
Incorporation of The Goldman Sachs Group, Inc. (the "Company"), the Company's
Board of Directors is expressly authorized to grant registration rights to
current and former directors and employees of the Company and its subsidiaries
and affiliates and former partners and employees of GS Group and its
subsidiaries and affiliates (each a "Holder"); and

WHEREAS, pursuant to and in accordance with its authority under
applicable law and the authority contained in the Plan and the Company's Amended
and Restated Certificate of Incorporation, the Company's Board of Directors has
determined that the Company shall enter into this Instrument;

NOW THEREFORE, the Company hereby enters into this Instrument pursuant
to these authorities;

THEREFORE, the Company undertakes as follows:

1. Request Registration.

(a) If at any time the Company shall determine, in its sole discretion,
that all or any part of the Registrable Stock should be registered under the
Securities Act of 1933 (the "Securities Act") and any other securities laws on
behalf of any one or more of the Holders of the Registrable Stock selected by
the Company in its sole discretion in a manner which would permit or facilitate
the sale or other disposition and distribution of such Registrable Stock, the
Company will notify (the "Notification") such Holders of that determination and
afford such Holders the opportunity to include Registrable Stock in a
registration statement filed under the Securities Act (the "Request
Registration"; and such Holder or Holders making such request, the "Requesting
Holders"). "Registrable Stock" means all shares of the Company's common stock,
par value $.01 per share ("Common Stock"), including any shares of Common Stock
that may be issued upon conversion of the Company's nonvoting common stock, par
value $.01 per share, or any other security or instrument issued by the Company
that is convertible or exchangeable for shares of Common Stock, that may be
deemed held by an "affiliate" of the Company (as used for purposes of Section
2(a)(11) of the Securities Act) or may be deemed "restricted securities" as
defined in Rule 144(a)(3) under the Securities Act or that is subject to
restrictions on transfer pursuant to the Plan or the Shareholders' Agreement,
dated May 7, 1999, among the Company and the parties listed therein as such
Agreement may be

<PAGE>

amended from time to time. Shares of Common Stock shall cease to be Registrable
Stock, and any Participating Stock (as defined below) shall cease to be
Participating Stock, upon any sale of such Stock to the public pursuant to, and
in accordance with, a registration statement contemplated by this Instrument or
pursuant to Rule 144 under the Securities Act, Regulation S under the Securities
Act or Section 4(1) of the Securities Act.

(b) The determination to register any shares of Registrable Stock, the
selection of which Holder or Holders to notify of such determination and the
timing and manner of the Notification, the schedule and procedures for
responding to the Notification and the selection of which Requesting Holders
will participate in the Request Registration (the "Participating Holders") and
how many shares of Registrable Stock of each such Participating Holder will be
included in such Request Registration (the "Participating Stock") will be made
in the sole discretion of the Company, and each such matter may be modified or
rescinded by the Company from time to time in its sole discretion. Without
limiting the generality of the foregoing, (i) the Company may limit
Participating Stock to one or more categories of Registrable Stock (e.g.,
Registrable Stock donated to private foundations and public charities) and (ii)
the Company will at no time be obligated to proceed with a Request Registration,
and may withdraw a Request Registration at any time for any reason.

(c) In the event the Company determines to register shares of
Participating Stock under the Securities Act, the Participating Holders may
choose to distribute their Participating Stock by such method or methods of
distribution as shall be selected by the Company and as shall be set forth in
the registration statement with respect thereto filed by the Company under the
Securities Act. If any shares of Participating Stock are to be distributed by
means of any firm commitment underwritten offering, the Company shall designate
the underwriter or underwriters to be employed in connection therewith (any
underwriters participating in the firm commitment underwriting, the
"Underwriters") and the participation by any Requesting Holder in a Request
Registration shall be conditioned upon such Requesting Holder's agreement to the
procedures established by the Company and the Underwriters for such Request
Registration and the offering of the Participating Stock covered thereby.

(d) By electing to participate in a Request Registration, each
Participating Holder shall be deemed to have agreed (i) to furnish, on a timely
basis, to the Company such information regarding such Participating Holder and
the method of distribution of the applicable Participating Stock proposed by
such Participating Holder as the Company may reasonably request in writing and
as shall be required by law, the Securities and Exchange Commission (the "SEC")
or otherwise in connection with any Request Registration and any distribution of
such Participating Holder's Participating Stock pursuant to the related
registration statement under the Securities Act, and (ii) to notify

<PAGE>

the Company promptly of any inaccuracy or change in the information previously
furnished by such Participating Holder to the Company;

(e) With respect to the Request Registration, unless otherwise
determined by the Company, the Company will take such actions as are reasonably
necessary to give each Participating Holder the benefit of the Request
Registration, including:

(i) the Company will use its reasonable efforts to prepare and
file with the SEC a registration statement under the Securities Act
with respect to the Participating Stock (the "Registration Statement")
and will use its reasonable efforts to cause the Registration Statement
to become effective as promptly as practicable following the date on
which the Registration Statement is filed with the SEC, subject always
to the Company's right to withdraw such Registration Statement at any
time, including, with respect to unsold shares thereunder, after the
Registration Statement is declared effective;

(ii) subject to the issuance of any notice by the Company in
accordance with Section 1(e)(v) hereof of the existence of any fact or
the happening of any event of the kind described in Section 1(e)(v)(C)
hereof, the Company shall use all reasonable efforts to keep the
Registration Statement effective for a reasonable period of time to
permit the distribution of the Participating Stock in the manner
contemplated by the prospectus (the "Prospectus") included in the
Registration Statement, which reasonable period of time shall be
determined in the Company's sole discretion;

(iii) subject to the issuance of any notice by the Company in
accordance with Section 1(e)(v) hereof of the existence of any fact or
the happening of any event of the kind described in Section 1(e)(v)(C)
hereof, following the effective date of the Registration Statement, the
Company will prepare and file with the SEC as soon as reasonably
practicable such amendments to the Registration Statement or
supplements to the Prospectus as may be necessary to permit the
distribution of the Participating Stock in the manner contemplated by
the Prospectus;

(iv) the Company will furnish to the Participating Holders and
any Underwriters copies of the Registration Statement, the Prospectus,
any applicable supplement to the Prospectus and other documents
relating to the Request Registration as may be reasonably requested in
order to facilitate the offering and disposition of the Participating
Stock and to permit any of such persons to satisfy the prospectus
delivery requirements of the Securities Act; and the Company hereby
consents to the use of the Prospectus or any amendment or supplement
thereto by each of the Participating Holders and by each Underwriter
thereof, if

<PAGE>

any, in connection with the offering and sale of the Participating
Stock covered by the Prospectus or any amendment or supplement thereto;

(v) the Company will use its reasonable efforts to notify the
Participating Holders promptly, (A) of the issuance by the SEC of any
stop order suspending the effectiveness of the Registration Statement
or the initiation or threatening of any proceedings for that purpose,
(B) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Participating Stock for sale
under the securities or "Blue Sky" laws of any jurisdiction or the
initiation or threatening of any proceeding for such purpose, and (C)
of the existence of a state of facts or the happening of an event
(including without limitation pending negotiations relating to, or the
consummation of, a transaction or the occurrence of any event which in
the opinion of the Company might require additional disclosure of
material, non-public information by the Company in the Registration
Statement or the Prospectus) which in the opinion of counsel to the
Company might reasonably result in (y) the Registration Statement, any
amendment or post-effective amendment thereto, or any document
incorporated therein by reference containing an untrue statement of a
material fact or omitting to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, or (z) the Prospectus, any prospectus supplement, or any
document incorporated therein by reference including an untrue
statement of material fact or omitting to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, provided that
the Company will not be required to provide the Participating Holders
and the Underwriter or Underwriters, if any, of any details or
information as to any such facts or events referred to in this clause
(C);

(vi) prior to any public offering of Participating Stock, the
Company will use its reasonable efforts to (A) if necessary, register
or qualify the Participating Stock covered by the Registration
Statement for offer and sale under the securities or "Blue Sky" laws of
such jurisdictions within the United States as any Participating Holder
or Underwriter reasonably shall request and (B) keep such registrations
or qualifications in effect and comply with such laws so as to permit
the continuance of offers, sales and dealings therein in such
jurisdictions for so long as may be necessary to enable any such
Participating Holder or Underwriter to complete its distribution of
Participating Stock in the manner contemplated by the Prospectus;
provided, however, that the Company shall not be required for any such
purpose to qualify as a foreign corporation in any jurisdiction wherein
it would not otherwise be required to qualify but for the requirements
of this Section 1(e)(vi) or consent to general service of process in
any such jurisdiction;

<PAGE>

(vii) as soon as reasonably practicable after the occurrence
of any fact or event of the kind described in subparagraph (e)(v)(C) of
this Section 1, the Company will prepare an amendment to the
Registration Statement or a supplement to the Prospectus, any
prospectus supplement, or any document incorporated therein by
reference or file any other required document so that, as thereafter
delivered by the purchasers of Participating Stock, the Prospectus will
not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that if the fact or event no longer exists, the Company shall
not be required to prepare and file any such amendment, supplement or
document, but shall use its reasonable efforts to notify promptly the
Participating Holders that the fact or event no longer exists; and
provided further, however, that if there continues to exist a state of
facts or an event of the kind described in subparagraph (e)(v)(C) of
this Section 1 which in the opinion of counsel to the Company might
reasonably result in the effects contemplated by clause (y) or (z) of
such subparagraph (e)(v)(C) and which in the opinion of the Company
might require the disclosure of material, non-public information by the
Company, then for so long as such fact or event continues to exist, the
Company shall not be required to prepare and file any such amendment,
supplement or document pursuant to the terms of this Instrument; and

(viii) the Company will use its reasonable efforts to cause
the shares of its Common Stock constituting Participating Stock covered
by the Registration Statement to qualify for listing on the New York
Stock Exchange or, if the Common Stock is not then listed on the New
York Stock Exchange, to list such shares on each securities exchange on
which outstanding Common Stock of the Company is then listed, if any.

(f) If all or any part of the Request Registration is to be conducted
as a firm commitment underwriting, the Company and each Participating Holder
shall enter into an underwriting agreement with respect to such distribution in
a form approved by the Company.

(g) Each Participating Holder agrees that, upon receipt of any notice
from the Company of the existence of any fact or the happening of any event of
the kind described in Section 1(e)(v)(C) hereof, such Participating Holder will
forthwith discontinue disposition of Participating Stock pursuant to the
Registration Statement until such Participating Holder's receipt of copies of
the amendment, supplement or document contemplated by Section 1(e)(vii) hereof,
or until it is advised in writing by the Company that the use of the Prospectus
may be resumed, and, if so directed by the Company, such Participating Holder
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Participating Holder's possession of the

<PAGE>

Prospectus, including any amendment or supplement thereto, covering such
Participating Stock at the time of receipt of such notice.

2. Expenses. The Company shall pay the following expenses in connection with an
offering pursuant to the Request Registration: (i) the fees, disbursements and
expenses of the Company's counsel(s) (United States and foreign) and accountants
in connection with the registration of the Participating Stock to be disposed of
under the Securities Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any preliminary
prospectus or final Prospectus, any amendments and supplements thereto and the
mailing and delivering of copies thereof to the underwriters, dealers or other
purchasers of the Participating Stock; (ii) the cost of printing or producing
any agreement(s) among underwriters, underwriting agreement(s), any Blue Sky or
Legal Investment memoranda, any selling agreements and any other documents in
connection with the offering, sale or delivery of the Participating Stock to be
disposed of; (iii) all expenses in connection with the qualification of the
Participating Stock to be disposed of for offering and sale under state
securities laws, including the fees and disbursements of counsel for any
Underwriters in connection with such qualification and in connection with any
Blue Sky and Legal Investment surveys; (iv) the filing fees incident to, and the
fees and disbursements of counsel in connection with, securing any required
review by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Participating Stock to be disposed of; and (v) all fees and
expenses incurred in connection with the listing of the shares of Common Stock
constituting Participating Stock on the New York Stock Exchange, or the listing
of such shares on any other securities exchange, pursuant to Section 1(e)(viii)
hereof. The Participating Holders shall pay their own expenses, except that the
Company, in its sole discretion, may pay the fees and expenses of one, but not
more than one, counsel retained by the Participating Holders and approved by the
Company. Without limiting the generality of the prior sentence, the
Participating Holders of the Participating Stock to be sold pursuant to the
Registration Statement shall pay all agency fees and commissions, underwriting
discounts and commissions, and stock transfer taxes, attributable to the sale of
their Participating Stock.

3. Indemnification and Contribution.

(a) Indemnification by the Company. In connection with any registration
of Registrable Stock under the Securities Act, the Company shall, and it hereby
agrees to, indemnify and hold harmless each Participating Holder and each
Underwriter, selling agent or other securities professional, if any, that
participates in the disposition of Participating Stock, and each of their
respective officers and directors and each person who controls such
Participating Holder, Underwriter, selling agent or other securities
professional within the meaning of Section 15 of the Securities Act or Section
20 of the Securities Exchange Act of 1934 (the "Exchange Act") (each such person
being sometimes referred to as an "Indemnified Person") against any losses,
claims, damages or

<PAGE>

liabilities, joint or several, to which such Indemnified Person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement under which such Participating Stock is
registered under the Securities Act, or any preliminary prospectus or Prospectus
contained therein or furnished by the Company to any Indemnified Person, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and the
Company hereby agrees to reimburse such Indemnified Person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim; provided, however, that the Company shall
not be liable to any such Indemnified Person in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement or Prospectus, or amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Company by such Indemnified Person expressly for use therein; provided
further, however, that the foregoing indemnity agreement with respect to any
preliminary prospectus, Prospectus or amendment or supplement thereto shall not
inure to the benefit of any Indemnified Person from whom the person asserting
any such losses, claims, damages or liabilities purchased Participating Stock,
or any person controlling such Indemnified Person, if a copy of the Prospectus
(as then amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of such
Indemnified Person to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Participating Stock
to such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability.

(b) Indemnification by the Participating Holders and any Agents and
Underwriters. The Company may require, as a condition to including any
Participating Stock in the Registration Statement, that the Company shall have
received an undertaking reasonably satisfactory to it from each Participating
Holder and from each Underwriter, selling agent or other securities
professional, if any, that participates in the disposition of Participating
Stock, severally and not jointly, to (i) indemnify and hold harmless the
Company, its directors and officers who sign the Registration Statement and each
person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, against any losses,
claims, damages or liabilities to which the Company or such other persons may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, or any

<PAGE>

Prospectus contained therein or furnished by the Company to any such
Participating Holder, Underwriter, selling agent or other securities
professional, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished in writing
to the Company by such Participating Holder, Underwriter, selling agent or other
securities professional, as applicable, expressly for use therein, and (ii)
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim;

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 3, notify such
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under paragraph (a). In case
any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party, and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be
liable to such indemnified party under this Section 3 for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought under
this Section 3 (whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.

(d) Contribution. If for any reason the indemnification provided for in
this Section 3 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such

<PAGE>

losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or by
such indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The indemnifying parties and the indemnified parties agree that it would not be
just and equitable if contribution pursuant to this Section 3(d) were determined
by pro rata allocation (even if the Participating Holders or any Underwriters,
selling agents or other securities professionals or all of them were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 3(d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Participating Holders and any
Underwriters, selling agents or other securities professionals in this Section
3(d) to contribute shall be several in proportion to the amount of Participating
Stock registered or underwritten, as the case may be, by them and not joint.

(e) Notwithstanding any other provision of this Section 3, in no event
will any (i) Participating Holder be required to undertake liability to any
person under this Section 3 for any amounts in excess of the dollar amount of
the proceeds received by such Participating Holder from the sale of such
Participating Holder's Participating Stock (after deducting any fees, discounts
and commissions applicable thereto) pursuant to any Registration Statement which
is the subject of a claim under this Section 3 and (ii) Underwriter, selling
agent or other securities professional be required to undertake liability to any
person hereunder for any amounts in excess of the amount by which the sales
price of the Participating Stock which they participated in selling exceeds any
amount of damages such Underwriter, selling agent or securities professional has
otherwise been required to pay as a result of such untrue or alleged untrue
statement or omission or alleged omission.

<PAGE>

(f) The obligations of the Company under this Section 3 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this
Section 3 shall be in addition to any liability which such Indemnified Person
may otherwise have to the Company. The remedies provided in this Section 3 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

(g) The provisions of this Section 3 may be varied by the Company in
any manner it deems appropriate in connection with any particular Request
Registration.

4. Governing Law; Arbitration.

(a) THIS INSTRUMENT SHALL BE GOVERNED BY AND BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW.

(b) Any dispute, controversy or claim arising out of or relating to
provisions of this Instrument shall be finally settled by arbitration in New
York City before, and in accordance with the rules then applying of, the New
York Stock Exchange, Inc. ("NYSE"), or if the NYSE declines to arbitrate the
matter or the matter is not otherwise arbitrable before it, the American
Arbitration Association ("AAA") in accordance with the commercial arbitration
rules of the AAA.

5. Registered Address; Notices. All notices and other communications hereunder
shall be in writing and shall be mailed by first class mail, postage prepaid,
addressed (a) if to the Holders, at c/o Goldman, Sachs & Co., 85 Broad Street,
New York, New York 10004, Attention: General Counsel, or at such other address
as a Holder shall furnish to the Company in writing, or (b) if to the Company,
at 85 Broad Street, New York, New York 10004, Attention: General Counsel, or at
such other address as the Company shall have furnished to the Holders in
writing.

6. Parties in Interest. Each Participating Holder shall be entitled to receive
the benefits of this Instrument and shall be bound by the terms and provisions
of this Instrument by reason of such Participating Holder's election to
participate in a Request Registration pursuant to Section 1(a) hereof. All the
terms and provisions of this Instrument shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the Company and any Participating Holder with respect to the relevant Request
Registration. Unless otherwise specified by the Company in its sole discretion,
any transferee (including, without limitation, any charitable foundations or
public charities) of any Participating Holder who or that shall acquire
Participating Stock, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, shall, without any further writing or action of
any kind, be entitled to

<PAGE>

receive the benefits of and be conclusively deemed to have agreed to be bound by
and to perform all of the terms and provisions of this Instrument to the
aforesaid extent as if such person were a Participating Holder hereunder with
respect to the relevant Request Registration. The Company may, however, require
any such transferee to sign an agreement acknowledging that it is bound by the
terms and provisions of this Instrument as if such transferee were a
Participating Holder with respect to the relevant Request Registration.

7. Survival. The respective indemnities, agreements, representations, warranties
and each other provision set forth in this Instrument or made pursuant hereto
shall remain in full force and effect regardless of any investigation (or
statement as to the results thereof) made by or on behalf of any Participating
Holder, any director, officer, partner or trustee of such Participating Holder,
any agent or Underwriter or any director, officer or partner thereof, or any
controlling person of any of the foregoing, and shall survive the transfer of
the Participating Stock by such Participating Holder.

8. Amendments and Waivers. This Instrument may be amended and the observance of
any term of this Instrument may be waived (either generally or in a particular
instance and either retroactively or prospectively) by a written instrument duly
executed by the Company. Each Holder of any Registrable Stock at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 8, whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Stock or is
delivered to such Holder. Any such amendment may be retroactive and apply to
Holders of Registrable Stock previously included in a Registration Statement so
long as such amendment does not adversely affect the rights of any Holder in any
material respect. In the case of any amendment that materially and adversely
affects the rights of a Holder, such amendment must be approved by the Holders
of not less than a majority of the shares of Registrable Stock held by the
materially and adversely affected Holders, treating any convertible or
exchangeable instrument as if it had been converted or exchanged, except that
the approval of each materially and adversely affected Holder must be obtained
with respect to any amendment to the indemnification or contribution provisions
of this Instrument in order for such amendment to be applicable to such Holder.

9. Waiver of Claims. Each Holder recognizes and agrees that prior to the
Company's determination to permit such Holder to include such Holder's
Registrable Stock in a Request Registration, such Holder has no right to any
benefits provided by this Instrument. Accordingly, in consideration of the
Holder's participation in a Request Registration, such Holder expressly waives
any right to contest the terms of any Request Registration, any determination,
action or omission made by the Company in connection with any Request
Registration or any amendment of this Instrument (other than an

<PAGE>

amendment of this Instrument to which such Holder's consent is expressly
required by the express terms of this Instrument).

10. Miscellaneous. The headings in this Instrument are for purposes of reference
only and shall not limit or otherwise affect the meaning thereof.

<PAGE>

IN WITNESS WHEREOF, the Company has executed and delivered this
Instrument as of the date above written.

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Gregory K. Palm
--------------------
Name: Gregory K. Palm
Title: Authorized Person

SUPPLEMENTAL REGISTRATION RIGHTS INSTRUMENT

EXHIBIT H

SUPPLEMENTAL REGISTRATION RIGHTS INSTRUMENT

SUPPLEMENTAL REGISTRATION RIGHTS INSTRUMENT, dated as of December 10,
1999 (the "Supplemental Instrument").

WHEREAS, The Goldman Sachs Group, Inc., a Delaware corporation (the
"Company") has entered into a Registration Rights Instrument, dated as of
December 10, 1999 (the "Registration Rights Instrument") (attached as Annex A
hereto);

WHEREAS, pursuant to Section 1 of the Registration Rights Instrument,
the Company has determined to register under the Securities Act of 1933 (the
"Securities Act") the Designated Stock (as defined below) for resale by the
Charities (as defined below); and

WHEREAS, pursuant to Section 1 of the Registration Rights Instrument,
the Company has notified each person listed in Schedule I hereto (each, a
"Donating Partner") of such determination, and each Donating Partner has
requested that the Company include his or her Designated Stock in the
Registration Statement (as defined below);

NOW THEREFORE, the Company undertakes as follows:

1. Definitions.

(a) Unless otherwise defined herein, all capitalized and undefined
terms shall have the meanings assigned to them in the Registration Rights
Instrument.

(b) The following terms shall have the following meanings for the
purposes of both this Supplemental Instrument and the Registration Rights
Instrument:

"Charities" means collectively the public charities and
private foundations listed in Schedule II hereto. For the purposes of the
Registration Rights Instrument, the Charities shall be deemed to be the
Participating Holders.

"Designated Stock" means the shares of Common Stock listed
next to each Charity in Schedule II hereto. For the purposes of the Registration
Rights Instrument, the Designated Stock shall be deemed to be the Participating
Stock, subject to such stock ceasing to be Participating Stock pursuant to the
last sentence of Section 1(a) of the Registration Rights Instrument.

<PAGE>

"Registration Statement" means, for the purposes of both this
Supplemental Instrument and the Registration Rights Instrument, the Company's
Registration Statement on Form S-1 (File No. 333-90677) registering the
Designated Stock for resale by the Charities.

"Request Registration" means, for the purposes of both this
Supplemental Instrument and the Registration Rights Instrument, the registration
of Common Stock for resale by the Charities and the distribution of the
Designated Stock by the Charities pursuant to the Registration Statement.

2. Charities. The Charities will be entitled to receive the benefits of and will
be conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of the Registration Rights Instrument as supplemented,
modified and superseded by this Supplemental Instrument.

3. Supplements and Modifications. With respect to the Request Registration
contemplated by this Supplemental Instrument, the Registration Rights Instrument
is hereby supplemented, modified and superseded as follows:

(a) Notwithstanding Sections 1(b)(ii) and 1(e)(i) of the Registration
Rights Instrument, the Company shall not withdraw the Registration Statement
after the Registration Statement has been declared effective by the SEC;
provided, however, that the Company may withdraw the Registration Statement at
any time on or after the earliest date on which each share of Designated Stock
has either (i) ceased to be Participating Stock or (ii) become eligible for
resale pursuant to Rule 144(k) under the Securities Act.

(b) Pursuant to Section 1(c) of the Registration Rights Instrument, the
Company hereby determines that the Charities may distribute the Designated Stock
in any manner contemplated by the Registration Statement; provided, however,
that any firm commitment underwriting will need to be approved by the Company in
the manner contemplated by Sections 1(c) and 1(f) of the Registration Rights
Instrument, although no Charity, unless and until it agrees otherwise, will be
obligated to participate in any such underwriting.

(c) Notwithstanding Section 1(e)(ii) of the Registration Rights
Instrument, and subject to the issuance of any notice by the Company in
accordance with Section 1(e)(v) of the Registration Rights Instrument, the
Company shall use all reasonable efforts to keep the Registration Statement
effective until the earliest date on which each share of Designated Stock has
either (i) ceased to be Participating Stock or (ii) become eligible for resale
pursuant to Rule 144(k) under the Securities Act.

<PAGE>

(d) The expense reimbursement provisions of Section 2 of the
Registration Rights Instrument shall apply to the distribution of the Designated
Stock in the manner contemplated by the Registration Statement; provided,
however, that the Company will not pay the fees and expenses of counsel to the
Charities.

(e) The indemnification and contribution provisions of Section 3 of the
Registration Rights Instrument shall apply to the distribution of the Designated
Stock in the manner contemplated by the Registration Statement; provided,
however, that the Company shall not require that any Charity provide the
undertaking referred to in Section 3(b) of the Registration Rights Instrument
and no Charity shall be deemed to be an "indemnifying party" for any purpose
under the Registration Rights Instrument; provided further, however, that, in
the case of a firm commitment underwriting, the Company may modify the
indemnification and contribution provisions of Section 3 of the Registration
Rights Instrument in any manner it deems appropriate.

(f) To the extent that Goldman, Sachs & Co. is required to deliver a
prospectus in connection with the sale of the shares of Common Stock listed on
Schedule III hereto, the indemnification and contribution provisions of Section
3 of the Registration Rights Instrument, as supplemented, modified and
superseded by this Supplemental Instrument, shall apply to such sale as if such
Common Stock was Participating Stock and the Charities listed in Schedule III
were Participating Holders, in each case under the Registration Rights
Instrument.

(g) Notwithstanding the provisions of Section 8 of the Registration
Rights Instrument, the Company shall not amend the Registration Rights
Instrument or this Supplemental Instrument in any manner that would cause the
Designated Stock not to qualify as "qualified appreciated stock" within the
meaning of Section 170(e)(5)(B) of the Internal Revenue Code of 1986, as
amended. Moreover, the Registration Rights Instrument and this Supplemental
Instrument shall be interpreted in a manner consistent with the treatment of the
Designated Stock as "qualified appreciated stock".

4. Application of Registration Rights Instrument. Except as supplemented,
modified and superseded by this Supplemental Instrument, the Registration Rights
Instrument shall apply to the registration and distribution of the Designated
Stock in the manner contemplated by the Registration Statement, and each
Charity, by agreeing in advance that any Designated Stock donated to it will be
covered by the Registration Statement, shall be deemed to have agreed to
undertake the obligations of a Participating Holder under the Registration
Rights Instrument, as so supplemented, modified and superseded.

<PAGE>

IN WITNESS WHEREOF, the Company has executed and delivered this
Supplemental Instrument as of the date above written.

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Gregory K. Palm
--------------------------
Name: Gregory K. Palm
Title: Authorized Person

POWER OF ATTORNEY

This power of attorney shall remain in full force and effect until
either revoked in writing by the undersigned (or another member of the
Shareholders' Agreement Committee) or until such time as the person or persons
to whom this power of attorney has been hereby granted cease(s) to be employed
by The Goldman Sachs Group, Inc. or one of its affiliates.

KNOWN ALL PERSONS BY THESE PRESENTS that Henry M. Paulson, Jr. does
hereby make, constitute and appoint each of Robert J. Katz, Gregory K. Palm,
Hans L. Reich and Roger S. Begelman, acting individually, his true and lawful
attorney-in-fact to execute, deliver and file in his name and on his behalf, as
attorney-in-fact for the Covered Persons under Section 6.3 of the Shareholders'
Agreement, dated as of May 7, 1999 (the "Shareholders' Agreement"), among The
Goldman Sachs Group, Inc. and the persons named therein, any and all filings the
undersigned may make on behalf of the Covered Persons with the Securities and
Exchange Commission pursuant to Section 6.3 of the Shareholders' Agreement,
giving and granting unto each said attorney-in-fact power and authority to act
pursuant to said Section 6.3 as fully and to all intents and purposes as he
might or could do if personally present, hereby ratifying and confirming all
that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of September 23, 1999.

/s/ Henry M. Paulson, Jr.
---------------------------------
Henry M. Paulson, Jr.