GOLDMAN SACHS GROUP INC, SC 13D, 1999-05-17

GOLDMAN SACHS GROUP INC
SC 13D, 1999-05-17
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

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

SCHEDULE 13D
(Rule 13d-101)

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)

Gregory K. Palm
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)

May 7, 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 1 of 29 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* (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*, PF as to Uncovered Shares**
(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.
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER (See Item 6)
SHARES As to Covered Shares, 0
BENEFICIALLY As to Uncovered Shares, as stated in Appendix A
OWNED BY ----------------------------------------------------------
REPORTING 8. SHARED VOTING POWER (See Item 6) (Applies to each
PERSON person listed on Appendix A.)
WITH 277,438,706 Covered Shares held by Covered Persons
136,233 Uncovered Shares held by Covered Persons
21,975,421 shares held by KAA***
21,425,052 shares held by SBCM***
----------------------------------------------------------
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): 0
(Applies to each person listed on Appendix A.)
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,574,939*****
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (Applies to each person listed on Appendix A.) [X]*****
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.5%*****
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN (Applies to each person listed on Appendix A.)
- -------------------------------------------------------------------------------
- ----------
* For a definition of this term, please see Item 2.

** For a definition of this term, please see Item 3.

*** 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.

**** As to Jon S. Corzine, 1-2%.

***** 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. Each Covered Person also disclaims beneficial
ownership of Common Stock held by each other Covered Person.

(Page 2 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
APPENDIX A

- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bradley I. Abelow 0 0
Peter C. Aberg 0 0
Paul M. Achleitner Austria 0 0
Jonathan R. Aisbitt UK 0 0
Elliot M. Alchek 0 0
Andrew M. Alper 0 0
Philippe J. Altuzarra France 0 0
Kazutaka P. Arai Korea 0 0
David M. Atkinson UK 0 0
Mitchel J. August 0 0
Armen A. Avanessians 0 0
John S. Barakat 0 0
Barbara J. Basser-Bigio 0 0
David M. Baum 0 0
Robert A. Beckwitt 0 0
Jonathan A. Beinner 0 0
Ron E. Beller 0 0
Tarek M. Ben Halim Saudi Arabia 0 0
Jaime I. Bergel Spain 0 0
Todd L. Bergman 0 0
Milton R. Berlinski The Netherlands 0 0
Andrew S. Berman 0 0
Frances R. Bermanzohn 0 0
Jeffrey J. Bernstein Canada 0 0
Robert A. Berry UK 0 0
Jean-Luc Biamonti Monaco 0 0
James J. Birch UK 0 0
Lloyd C. Blankfein 0 0
David W. Blood 0 0

</TABLE>
(Page 3 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
David R. Boles 0 0
Charles W.A. Bott UK 0 0
Charles C. Bradford III 0 0
Benjamin S. Bram 0 0
Thomas C. Brasco 0 0
Peter L. Briger, Jr. 0 0
Craig W. Broderick 0 0
Richard J. Bronks UK 0 0
Charles K. Brown UK 0 0
Vern J. Brownell 0 0
Peter D. Brundage 0 0
Lawrence R. Buchalter 0 0
Steven M. Bunson 0 0
Timothy B. Bunting UK 0 0
Calvert C. Burkhart 0 0
Michael S. Burton UK 0 0
George H. Butcher III 0 0
Lawrence V. Calcano 0 0
John D. Campbell 0 0
Richard M. Campbell-Breeden UK 0 0
Anthony H. Carpet 0 0
Michael J.Carr 0 0
Christopher J. Carrera 0 0
Virginia E. Carter 0 0
Calvin R. Carver, Jr. 0 0
Mary Ann Casati 0 0
Chris Casciato 0 0
Douglas W. Caterfino 0 0
Michael J. Certo 0 0
Varkki P. Chacko 0 0
David K. Chang Taiwan 0 0

</TABLE>
(Page 4 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Thomas P. Chang 0 0
Sacha A. Chiaramonte Germany 0 0
Andrew A. Chisholm Canada 0 0
Robert J. Christie 0 0
Peter T. Cirenza 0 0
Kent A. Clark Canada 0 0
Zachariah Cobrinik 0 0
Abby Joseph Cohen 0 0
Gary D. Cohn 0 0
Christopher A. Cole 0 0
Timothy J. Cole 0 0
Laura C. Conigliaro 0 0
Frank T. Connor 0 0
Donna L. Conti 0 0
Edith W. Cooper 0 0
Philip A. Cooper 0 0
John W. Copeland 0 0
Carlos A. Cordeiro 0 0
Henry Cornell 0 0
E. Gerald Corrigan 0 0
Jon S. Corzine 0 0
Claudio Costamagna Italy 0 0
Frank L. Coulson, Jr. 0 0
Randolph L. Cowen 0 0
Neil D. Crowder 0 0
John W. Curtis 0 0
Stephen C. Daffron 0 0
John S. Daly Ireland 0 0
Philip M. Darivoff 0 0
Matthew S. Darnall 0 0
Timothy D. Dattels Canada 0 0

</TABLE>
(Page 5 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gavyn Davies UK 0 0
David A. Dechman 0 0
Paul C. Deighton UK 0 0
Juan A. Del Rivero Spain 0 0
Robert V. Delaney 0 0
Joseph Della Rosa 0 0
Emanuel Derman 0 0
Andrew C. Devenport UK 0 0
Stephen D. Dias UK 0 0
Alexander C. Dibelius Germany 0 0
Simon P. Dingemans UK 0 0
Sandra D'Italia 0 0
Paula A. Dominick 0 0
Noel B. Donohoe Ireland 0 0
Jana Hale Doty 0 0
Robert G. Doumar, Jr. 0 0
John O. Downing 0 0
Michael B. Dubno 0 0
Connie Duckworth 0 0
William C. Dudley 0 0
Matthieu B. Duncan 0 0
C. Steven Duncker 0 0
Karlo J. Duvnjak Canada 0 0
Jay S. Dweck 0 0
Gordon E. Dyal 0 0
Isabelle Ealet France 0 0
Glenn P. Earle UK 0 0
Paul S. Efron 0 0
Herbert E. Ehlers 0 0
Alexander S. Ehrlich 0 0
John E. Eisenberg 0 0

</TABLE>
(Page 6 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Glenn D. Engel 0 0
Michael P. Esposito 0 0
George C. Estey Canada 0 0
Mark D. Ettenger 0 0
J. Michael Evans Canada 0 0
W. Mark Evans Canada 0 0
Charles P. Eve UK 0 0
Paul D. Farrell 0 0
Elizabeth C. Fascitelli 0 0
Pieter Maarten Feenstra The Netherlands 0 0
Steven M. Feldman 0 0
Laurie R. Ferber 0 0
Robert P. Fisher, Jr. 0 0
Lawton W. Fitt 0 0
Stephen C. Fitzgerald Australia 0 0
David N. Fleischer 0 0
Jeffrey S. Flug 0 0
David B. Ford 0 0
Eric O. Fornell 0 0
Edward C. Forst 0 0
Oliver L. Frankel 0 0
Matthew T. Fremont-Smith 0 0
Christopher G. French 0 0
Richard A. Friedman 0 0
C. Douglas Fuge 0 0
Joseph D. Gatto 0 0
Emmanuel Gavaudan France 0 0
Eduardo B. Gentil 0 0
Peter C. Gerhard 0 0
Nomi P. Ghez Israel/USA 0 0
H. John Gilbertson, Jr. 0 0

</TABLE>
(Page 7 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alan R. Gillespie UK 0 0
Joseph H. Gleberman 0 0
Richard J. Gnodde Ireland/ 0 0
South Africa
Jeffrey B. Goldenberg 0 0
Jacob D. Goldfield 0 0
Amy O. Goodfriend 0 0
Jay S. Goodgold 0 0
Andrew M. Gordon 0 0
Robert D. Gottlieb 0 0
Geoffrey T. Grant 0 0
William M. Grathwohl 0 0
David J. Greenwald 0 0
Louis S. Greig UK 0 0
Christopher Grigg UK 0 0
Douglas C. Grip 0 0
Eric P. Grubman 0 0
Celeste A. Guth 0 0
Joseph D. Gutman 0 0
Erol Hakanoglu Turkey 0 0
Roger C. Harper 0 0
Charles T. Harris III 0 0
Robert S. Harrison 0 0
Shelley A. Hartman 0 0
Nobumichi Hattori Japan 0 0
Stephen J. Hay UK 0 0
Walter H. Haydock 0 0
Isabelle Hayen Belgium 0 0
Thomas J. Healey 0 0
John P. Heanue 0 0
Robert C. Heathcote UK 0 0

</TABLE>
(Page 8 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sylvain M. Hefes France 0 0
David B. Heller 0 0
Steven M. Heller 0 0
R. Douglas Henderson 0 0
David L. Henle 0 0
Mary C. Henry 0 0
Robert E. Higgins 0 0
M. Roch Hillenbrand 0 0
Maykin Ho 0 0
Timothy E. Hodgson Canada 0 0
Jacquelyn M. Hoffman-Zehner Canada 0 0
Christopher G. Hogg USA/ 0 0
New Zealand
Gregory T. Hoogkamp 0 0
Robert D. Hormats 0 0
Robert G. Hottensen, Jr. 0 0
James A. Hudis 0 0
Terry P. Hughes Ireland 0 0
Bimaljit S. Hundal UK 0 0
Robert J. Hurst 0 0
Francis J. Ingrassia 0 0
Timothy J. Ingrassia 0 0
Masahiro Iwano Japan 0 0
William L. Jacob III 0 0
Mark M. Jacobs 0 0
Richard I. Jaffee 0 0
Reuben Jeffery III 0 0
Stefan J. Jentzsch Germany 0 0
Dan H. Jester 0 0
Daniel J. Jick 0 0
Robert H. Jolliffe UK 0 0

</TABLE>
(Page 9 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert C. Jones 0 0
Reginald L. Jones III 0 0
Chansoo Joung 0 0
Andrew J. Kaiser 0 0
Donald G. Kane II 0 0
Ann F. Kaplan 0 0
Barry A. Kaplan 0 0
David A. Kaplan 0 0
Jason S. Kaplan 0 0
Robert S. Kaplan 0 0
Scott B. Kapnick 0 0
Erland S. Karlsson Sweden 0 0
Carolyn F. Katz 0 0
Robert J. Katz 0 0
Sofia Katzap 0 0
Haruo Kawamura Japan 0 0
Tetsuya Kawano Japan 0 0
Sion P. Kearsey UK 0 0
R. Mark Keating 0 0
John L. Kelly 0 0
Kevin W. Kennedy 0 0
Peter D. Kiernan III 0 0
James T. Kiernan, Jr. 0 0
Sun Bae Kim Canada 0 0
Douglas W. Kimmelman 0 0
Colin E. King Canada 0 0
Robert C. King, Jr. 0 0
Adrian P. Kingshott UK 0 0
Ewan M. Kirk UK 0 0
Michael K. Klingher 0 0
Craig A. Kloner 0 0

</TABLE>
(Page 10 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bradford C. Koenig 0 0
Mark J. Kogan 0 0
Jonathan L. Kolatch 0 0
David J. Kostin 0 0
Koji Kotaka Japan 0 0
Peter S. Kraus 0 0
Christoph M. Ladanyi Austria 0 0
David G. Lambert 0 0
Pierre F. Lapeyre Jr. 0 0
Bruce M. Larson 0 0
Thomas D. Lasersohn 0 0
Anthony D. Lauto 0 0
Susan R. Leadem 0 0
Andrew D. Learoyd UK 0 0
Donald C. Lee 0 0
Kenneth H. M. Leet 0 0
Paulo C. Leme 0 0
Hughes B. Lepic France 0 0
Alan B. Levande 0 0
Thomas B. Lewis, Jr. 0 0
Mark E. Leydecker 0 0
Matthew G. L'Heureux 0 0
Aaron D. Liberman 0 0
Gwen R. Libstag 0 0
Stephen C. Lichtenauer 0 0
Roger A. Liddell UK 0 0
Richard J. Lieb 0 0
Mitchell J. Lieberman 0 0
Josephine Linden UK 0 0
Lawrence H. Linden 0 0
Robert Litterman 0 0

</TABLE>
(Page 11 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert H. Litzenberger 0 0
Ernest S. Liu 0 0
David J. Lockwood 0 0
Jonathan M. Lopatin 0 0
Francisco Lopez-Balboa 0 0
Victor M. Lopez-Balboa 0 0
Antigone Loudiadis 0 0
C. Richard Lucy 0 0
Michael C. Luethke 0 0
Michael R. Lynch 0 0
Shogo Maeda 0 0
John A. Mahoney 0 0
Sean O. Mahoney 0 0
Jun Makihara Japan 0 0
Russell E. Makowsky 0 0
Peter G.C. Mallinson UK 0 0
Charles G. R. Manby 0 0
Barry A. Mannis 0 0
Richard J. Markowitz 0 0
Ronald G. Marks 0 0
Robert J. Markwick UK 0 0
Eff W. Martin 0 0
Jacques Martin Canada 0 0
John J. Masterson 0 0
David J. Mastrocola 0 0
Kathy M. Matsui 0 0
Tadanori Matsumura Japan 0 0
Heinz Thomas Mayer 0 0
Richard X. McArdle 0 0
Theresa E. McCabe 0 0
Joseph M. McConnell 0 0

</TABLE>
(Page 12 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mark E. McGoldrick 0 0
Stephen J. McGuinness 0 0
John C. McIntire 0 0
John W. McMahon 0 0
Geraldine F. McManus 0 0
Audrey A. McNiff 0 0
Anne Welsh McNulty 0 0
John P. McNulty 0 0
E. Scott Mead 0 0
David M. Meerschwam 0 0
Sanjeev K. Mehra India 0 0
Richard W. Meister 0 0
Amos Meron 0 0
T. Willem Mesdag 0 0
Kenneth A. Miller 0 0
Therese L. Miller 0 0
James E. Milligan 0 0
Eric M. Mindich 0 0
Peter A. Mindnich 0 0
Edward S. Misrahi Italy 0 0
Steven T. Mnuchin 0 0
Kurt C. Mobley 0 0
Masanori Mochida Japan 135,428 135,428
Karsten N. Moller Denmark 0 0
Thomas K. Montag 0 0
Wayne L. Moore 0 0
Yukihiro Moroe Japan 0 0
Robert B. Morris III 0 0
Michael P. Mortara 0 0
Matthias R. Mosler Germany 0 0
Jeffrey M. Moslow 0 0

</TABLE>
(Page 13 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sharmin Mossavar-Rahmani UK 0 0
Ian Mukherjee UK 0 0
Edward A. Mule 0 0
Donald J. Mulvihill 0 0
Patrick E. Mulvihill Ireland 0 0
Richard A. Murley UK 0 0
Philip D. Murphy 0 0
Thomas S. Murphy, Jr. 0 0
Gaetano J. Muzio 0 0
Michiya Nagai Japan 0 0
Kiyotaka Nakamura Japan 0 0
Avi M. Nash 0 0
Trevor Nash UK 0 0
Warwick M. Negus 0 0
Daniel M. Neidich 0 0
Kipp M. Nelson 0 0
Robin Neustein 0 0
Duncan L. Niederauer 0 0
Suzanne M. Nora Johnson 0 0
Christopher K. Norton 0 0
Michael E. Novogratz 0 0
Jay S. Nydick 0 0
Alok Oberoi UK 0 0
Jinsuk T. Oh South Korea 0 0
John C. O'Hara 0 0
Terence J. O'Neill UK 0 0
Timothy J. O'Neill 0 0
Richard T. Ong Malaysia 0 0
Ronald M. Ongaro 0 0
Donald C. Opatrny, Jr. 0 0
Daniel B. O'Rourke 0 0

</TABLE>
(Page 14 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert J. O'Shea 0 0
Greg M. Ostroff 0 0
Terence M. O'Toole 0 0
Robert J. Pace 0 0
Robert N. Packer 0 0
Gregory K. Palm 0 0
Mukesh K. Parekh 0 0
Melissa B. Patrusky 0 0
Henry M. Paulson, Jr. 0 0
Alberto M. Piedra Jr. 0 0
Stephen R. Pierce 0 0
Philip J. Pifer 0 0
Scott M. Pinkus 0 0
Timothy C. Plaut Germany 0 0
Andrea Ponti USA/Italy 0 0
Wiet H. Pot The Netherlands 0 0
Michael J. Poulter UK 0 0
John J. Powers 0 0
Michael A. Price 0 0
Scott S. Prince 0 0
Stephen D. Quinn 0 0
John J. Rafter Ireland 0 0
Dioscoro-Roy I. Ramos Phillippines 0 0
Charlotte P. Ransom UK 0 0
Michael G. Rantz 0 0
Joseph Ravitch 0 0
Girish V. Reddy 0 0
Arthur J. Reimers 0 0
Anthony John Reizenstein UK 0 0
James P. Riley, Jr. 0 0
Simon M. Robertson UK 0 0

</TABLE>
(Page 15 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
J. David Rogers 0 0
John F.W. Rogers 0 0
Emmanuel Roman 0 0
Pamela P. Root 0 0
Ralph F. Rosenberg 0 0
Jacob D. Rosengarten 0 0
Stuart M. Rothenberg 0 0
Michael S. Rubinoff 0 0
Paul M. Russo 0 0
Richard M. Ruzika 0 0
John C. Ryan 0 0
Michael D. Ryan 0 0
J. Michael Sanders 0 0
Allen Sangines-Krause Mexico 0 0
Richard A. Sapp 0 0
Joseph Sassoon Israel 0 0
Tsutomu Sato Japan 240 240
Muneer A. Satter 0 0
Jonathan S. Savitz 0 0
Peter Savitz 0 0
P. Sheridan Schechner 0 0
Gary B. Schermerhorn 0 0
Mitchell I. Scherzer Canada 0 0
Howard B. Schiller 0 0
Antoine Schwartz 0 0
Eric S. Schwartz 0 0
Mark Schwartz 0 0
Steven M. Scopellite 0 0
David J. Scudellari 0 0
Charles B. Seelig, Jr. 0 0
Steven M. Shafran 0 0

</TABLE>
(Page 16 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard S. Sharp UK 0 0
John P. Shaughnessy 0 0
Robert J. Shea, Jr. 0 0
James M. Sheridan 0 0
Richard G. Sherlund 0 0
Michael S. Sherwood UK 0 0
Howard A. Silverstein 0 0
Richard P. Simon 0 0
Victor R. Simone, Jr. 0 0
Dinakar Singh 0 0
Ravi Sinha USA/India 0 0
Allen W. Sinsheimer 0 0
Edward M. Siskind 0 0
Christian J. Siva-Jothy UK 0 0
Mark F. Slaughter 0 0
Cody J Smith 0 0
Michael M. Smith 0 0
Sarah E. Smith UK 0 0
Randolph C. Snook 0 0
Jonathan S. Sobel 0 0
Judah C. Sommer 0 0
Theodore T. Sotir 0 0
Marc A. Spilker 0 0
Daniel W. Stanton 0 0
Esta E. Stecher 0 0
Fredric E. Steck 0 0
Robert K. Steel 0 0
Robert S. Stellato 0 0
Raymond S. Stolz 0 0
Steven H. Strongin 0 0
Andrew J. Stuart Australia 0 0

</TABLE>
(Page 17 of 29 Pages)

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Item 1 Item 6 Item 7 Item 9
Names of Reporting Persons Citizenship (United Sole Voting Power of Sole Dispositive
States unless otherwise Uncovered Shares Power of Uncovered
indicated) Shares
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Patrick Sullivan 0 0
Hsueh J. Sung Taiwan 0 0
George M. Suspanic Spain 0 0
Peter D. Sutherland Ireland 0 0
Gene T. Sykes 0 0
Gary A. Syman 0 0
John H. Taylor 0 0
Robert E. Taylor 0 0
Greg W. Tebbe 0 0
Mark R. Tercek 0 0
Donald F. Textor 0 0
John A. Thain 0 0
John L. Thornton 0 0
Daisuke Toki Japan 0 0
John R. Tormondsen 0 0
Leslie C. Tortora 0 0
John L. Townsend, III 0 0
Mark J. Tracey UK 0 0
Byron D. Trott 0 0
Michael A. Troy 0 0
Robert B. Tudor III 0 0
Thomas E. Tuft 0 0
Barry S. Turkanis 0 0
Malcolm B. Turnbull Australia 554 554
Harkanwar Uberoi India 0 0
Kaysie P. Uniacke 0 0
John E. Urban 0 0
Hugo H. Van Vredenburch The Netherlands 0 0
Lee G. Vance 0 0
John J. Vaske 0 0
Oksana Vayner-Ryklin 0 0

</TABLE>
(Page 18 of 29 Pages)

<PAGE>

David A. Viniar 0 0
Barry S. Volpert 0 0
George H. Walker 0 0
Thomas B. Walker III 0 0
Nicholas J. Walsh UK 0 0
David R. Walton UK 0 0
Hsueh-Ming Wang 0 0
Patrick J. Ward 0 0
Haruko Watanuki Japan 0 0
Edward F. Watts Jr. 0 0
David M. Weil 0 0
John S. Weinberg 0 0
Peter A. Weinberg 0 0
Mark S. Weiss 0 0
George W. Wellde, Jr. 0 0
Bradley W. Wendt 0 0
Peter S. Wheeler UK 0 0
Barbara A. White 0 0
A. Carver Wickman 0 0
Susan A. Willetts 0 0
Anthony G. Williams UK 0 0
Gary W. Williams 0 0
Todd A. Williams 0 0
Kendrick R. Wilson III 0 0
Jon Winkelried 0 0
Steven J. Wisch 0 0
Richard E. Witten 0 0
Tracy R. Wolstencroft 0 0
Zi Wang Xu Canada/China 0 0
Tetsufumi Yamakawa Japan 0 0
Yasuyo Yamazaki Japan 11 11

</TABLE>
(Page 19 of 29 Pages)

<PAGE>

</TABLE>
(Page 20 of 29 Pages)

<PAGE>

Item 1. Security and Issuer
- ---------------------------

This statement 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 the 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"), referred to below
(see Item 6 -- Voting Agreements). All information contained in this Schedule
relating to SBCM and KAA has been derived from the final prospectus, dated May
3, 1999, made part of the Registration Statement on Form S-1 filed by GS Inc.
(File No. 333-74449). The Covered Persons understand that SBCM and KAA each
propose to file a Schedule 13D with respect to the shares of Common Stock and
other equity securities of GS Inc. subject to the Voting Agreements; the reader
is referred to such filings and any amendments thereto for more recent and
complete 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 with three principal business lines: investment banking;
trading and principal investments; and asset management and securities services.
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 A, 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 acquisi-
tion by Covered Persons of Common Stock pursuant to employee compensation,
benefit or similar plans of GS Inc. in the future or as described in the

(Page 21 of 29 Pages)

<PAGE>

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 B, 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 C, 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"); and to comply with underwriters' lockup
arrangements that expire November 3, 1999.

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

(Page 22 of 29 Pages)

<PAGE>

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 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 the third, fourth and fifth anniversaries of the date of
GS Inc.'s initial public offering of its Common Stock. 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; 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 66b% 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.

(Page 23 of 29 Pages)

<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.

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.

UNDERWRITERS' LOCKUP

In connection with GS Inc.'s initial public offering, each Covered
Person has agreed pursuant to Section 2.3(a) of the Shareholders' Agreement to
comply with Section 6(e) of the underwriting agreements related to GS Inc.'s
initial public offering and, accordingly, not to dispose of or hedge any of
their Common Stock or securities convertible into or exchangeable for shares of
Common Stock during the period from May 3, 1999 continuing through November 3,
1999, except with the prior written consent of Goldman, Sachs & Co.

PLEDGE AGREEMENTS

Each former profit participating limited partner active in the business
of Group L.P. 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.

Item 7. Material to be Filed as Exhibits
- -----------------------------------------

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

A. Shareholders' Agreement, dated as of May 7, 1999.

(Page 24 of 29 Pages)

<PAGE>

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.

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.

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.

(Page 25 of 29 Pages)

<PAGE>

ANNEX A

INFORMATION REQUIRED AS TO PROCEEDINGS DESCRIBED IN ITEMS 2(D) AND 2(E)

None.

(Page 26 of 29 Pages)

<PAGE>

ANNEX B

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

None.

(Page 27 of 29 Pages)

<PAGE>

ANNEX C

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

On May 7, 1999, the former profit participating limited partners active
in the business of Group L.P. acquired beneficial ownership of an aggregate of
265,019,073 shares of Common Stock in exchange for their interests in Group L.P.
and certain of its affiliates.

On May 7, 1999, certain other Covered Persons acquired beneficial
ownership of an aggregate of 12,555,866 shares of Common Stock through the grant
of interests in a defined contribution plan established by GS Inc.

On May 7, 1999, SBCM acquired 30,425,052 shares of Common Stock in
exchange for part of their interests in Group L.P. and certain of its affiliates
and disposed of 9,000,000 shares of Common Stock in GS Inc.'s initial public
offering.

On May 7, 1999, KAA acquired 30,975,421 shares of Common Stock in
exchange for their interests in Group L.P. and disposed of 9,000,000 shares of
Common Stock in GS Inc.'s initial public offering.

(Page 28 of 29 Pages)

<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: May 17, 1999

By: /s/Gregory K. Palm
---------------------------------
Name: Gregory K. Palm
Title: Attorney-in-Fact, pursuant to
Section 6.2 of the
Shareholders' Agreement

(Page 29 of 29 Pages)

<PAGE>

EXHIBIT INDEX

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

A. Shareholders' Agreement dated as of May 7, 1999.

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.

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.

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.

Exhibit A

SHAREHOLDERS' AGREEMENT

This Shareholders' Agreement (this "Agreement"), among The Goldman
Sachs Group, Inc., a Delaware corporation ("GS Inc."), and the Covered Persons
listed on Appendix A hereto, as such Appendix A may be amended from time to time
pursuant to the provisions hereof.

WITNESSETH:

WHEREAS, the Covered Persons are beneficial owners of shares of Common
Stock, par value $0.01 per share, of GS Inc. (the "Common Stock").

WHEREAS, the Covered Persons desire to address herein certain
relationships among themselves with respect to the voting and disposition of
their shares of Common Stock and various other matters and desire to give to the
Shareholders' Committee (hereinafter defined) the power to enforce their
agreements with respect thereto.

NOW, THEREFORE, in consideration of the premises and of the
mutual agreements, covenants and provisions herein contained, the parties hereto
agree as follows:

ARTICLE I
DEFINITIONS AND OTHER MATTERS

Section 1.1 Definitions. The following words and phrases as used herein
shall have the following meanings, except as otherwise expressly provided or
unless the context otherwise requires:

(a) A Covered Person "acquires" Covered Shares when such Covered Person
first acquires beneficial ownership over such Covered Shares.

(b) This "Agreement" shall have the meaning ascribed to such term in
the Recitals.

(c) A "beneficial owner" of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of, such security and/or (ii)
investment power, which includes the power to dispose, or to direct the
disposition of, such security, but for purposes of this Agreement a person
shall not be deemed a beneficial owner of (A) Common Stock solely by virtue
of the application of Exchange Act Rule 13d-3(d) or

<PAGE>

Exchange Act Rule 13d-5 as in effect on the date hereof (B) Common Stock
solely by virtue of the possession of the legal right to vote securities
under applicable state or other law (such as by proxy or power of attorney)
or (C) Common Stock held of record by a "private foundation" subject to the
requirements of Section 509 of the Code. "Beneficially own" and "beneficial
ownership" shall have correlative meanings.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, and the applicable rulings and regulations thereunder.

(e) "Common Stock" shall have the meaning ascribed to such term in the
Recitals.

(f) "Company" shall mean GS Inc., together with its Subsidiaries.

(g) "Continuing Provisions" shall have the meaning ascribed to such
term in Section 7.1(b).

(h) "Covered Persons" shall mean those persons from time to time listed
on Appendix A hereto, and all persons who may become parties to this
Agreement and whose name is required to be listed on Appendix A hereto, in
each case in accordance with the terms hereof.

(i) A Covered Person's "Covered Shares" shall mean any shares of Common
Stock acquired from the Company by such Covered Person and beneficially
owned by such Covered Person at the time in question, but shall not include
(i) Common Stock beneficially owned as a result of (A) an acquisition,
directly or indirectly, from the Company in an underwritten public offering
or (B) conversion of securities convertible into Common Stock, where
beneficial ownership of the convertible securities was acquired in a
transaction described in clause (A) above, (ii) Excluded Shares (as defined
in the Plan of Incorporation), (iii) any other Common Stock excluded from
the definition of Covered Shares by action of the Board of Directors of GS
Inc. prior to the IPO Date or (iv) any other Common Stock acquired under a
deferred compensation or employee benefit plan and excluded from the
definition of Covered Shares by action of the Board of Directors of GS Inc.
and the Shareholders' Committee after the IPO Date. "Covered Shares" shall
also include the securities that are defined to be "Covered Shares" in
Section 6.4.

(j) The term "employee" shall mean any person employed by the Company
who receives compensation, other than a person receiving compensation in
the nature of a consulting fee, a pension or a retainer.

-2-

<PAGE>

(k) "Employee Covered Person" shall mean a Covered Person who is an
employee of the Company at the time in question.

(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended to date and as further amended from time to time.

(m) A reference to an "Exchange Act Rule" shall mean such rule or
regulation of the Securities and Exchange Commission under the Exchange
Act, as in effect from time to time or as replaced by a successor rule
thereto.

(n) "General Transfer Restrictions" shall have the meaning ascribed to
such term in Section 2.2 hereof.

(o) "GS Inc." shall have the meaning ascribed to such term in the
Recitals.

(p) "IPO Date" shall mean the closing date of the initial public
offering of the Common Stock.

(q) "Permitted Basket Transaction" shall mean the purchase or sale of,
or the establishment of a long or short position in, a basket or index of
securities (or of a derivative financial instrument with respect to a
basket or index of securities) that includes securities of GS Inc., in each
case if such purchase, sale or establishment is permitted under the
Company's policy on hedging with respect to securities of GS Inc. as
announced from time to time.

(r) A "person" shall include, as applicable, any individual, estate,
trust, corporation, partnership, limited liability company, unlimited
liability company, foundation, association or other entity.

(s) "Plan of Incorporation" shall mean the plan for the incorporation
and reorganization of the business of The Goldman Sachs Group, L.P.
approved by the Schedule II Limited Partners thereof on March 8, 1999, as
amended from time to time.

(t) "PLP Transfer Restrictions" shall have the meaning ascribed to such
term in Section 2.1 hereof.

(u) "Preliminary Vote" shall have the meaning ascribed to such term in
Section 4.1 hereof.

-3-

<PAGE>

(v) "Restricted Person" shall mean any person that is not (i) a Covered
Person or (ii) a director, officer or employee of the Company acting in
such person's capacity as a director, officer or employee; provided,
however, that for purposes of Section 6.1(c) only, the term "Restricted
Person" shall not include Sumitomo Bank Capital Markets, Inc. and/or
Kamehameha Activities Association to the extent that either or both of such
parties are included in such group solely by virtue of their being parties
to Voting Agreements, each dated as of April 30, 1999, with GS Inc., as
amended from time to time.

(w) "Shareholders' Committee" shall mean the body constituted to
administer the terms and provisions of this Agreement pursuant to Article V
hereof.

(x) "Sole Beneficial Owner" shall mean a person who is the beneficial
owner of Covered Shares, who does not share beneficial ownership of such
Covered Shares with any other person (other than pursuant to this Agreement
or applicable community property laws) and who is the only person (other
than pursuant to applicable community property laws) with a direct economic
interest in the Covered Shares. An economic interest of the Company as
pledgee shall be disregarded for this purpose.

(y) "Subsidiary" shall mean any person in which GS Inc. owns, directly
or indirectly, a majority of the equity economic or voting ownership
interest.

(z) "The Goldman Sachs Defined Contribution Plan" shall mean The
Goldman Sachs Defined Contribution Plan adopted by the Board of Directors
of GS Inc. on May 7, 1999, as amended or supplemented from time to time,
and any successors to such Plan.

(aa) "Transfer" shall mean any sale, transfer, pledge, hypothecation or
other disposition, whether direct or indirect, whether or not for value,
and shall include any disposition of the economic or other risks of
ownership of Common Stock, including short sales of securities of GS Inc.,
option transactions (whether physical or cash settled) with respect to
securities of GS Inc., use of equity or other derivative financial
instruments relating to securities of GS Inc. and other hedging
arrangements with respect to securities of GS Inc., in each such case other
than Permitted Basket Transactions. Notwithstanding the foregoing, bona
fide pledges of Common Stock approved by GS Inc. and foreclosures pursuant
thereto shall not constitute Transfers within the meaning of this
definition.

(ab) "Transfer Restrictions" shall mean the General Transfer
Restrictions and the PLP Transfer Restrictions.

-4-

<PAGE>

(ac) "vote" shall include actions taken or proposed to be taken by
written consent.

(ad) "Voted Covered Shares" shall have the meaning ascribed to such
term in Section 4.2(a).

(ae) "Voting Interests" shall have the meaning ascribed to such term in
Section 4.1 hereof.

Section 1.2 Gender. For the purposes of this Agreement, the words "he,"
"his" or "himself" shall be interpreted to include the masculine, feminine and
corporate, other entity or trust form.

ARTICLE II
LIMITATIONS ON TRANSFER OF SHARES

Section 2.1 General. Each Covered Person agrees that such Covered
Person shall not Transfer any Covered Shares beneficially owned by such Covered
Person, except in accordance with all of the following: (a) the terms of this
Agreement, (b) the restrictions on transferability of Common Stock contained in
the Plan of Incorporation (the "PLP Transfer Restrictions"), if applicable, and
(c) the terms of any other contract or agreement with the Company or other
undertaking by which such Covered Person is bound and to which such Covered
Shares are subject.

Section 2.2 General Transfer Restrictions. Each Covered Person agrees
that for so long as such Covered Person is an Employee Covered Person such
Covered Person shall at all times be the Sole Beneficial Owner of at least that
number of Covered Shares which equals 25% of the aggregate number of Covered
Shares (a) beneficially owned by such Covered Person at the time such Covered
Person became a Covered Person and (b) beneficial ownership of which is acquired
by such Covered Person thereafter, with no reduction in such aggregate number
for Covered Shares disposed of by such Covered Person (the "General Transfer
Restrictions"). For purposes of this Section 2.2 only, Covered Shares held by
the trust underlying The Goldman Sachs Defined Contribution Plan and allocated
to a Covered Person shall not be deemed to be beneficially owned by such Covered
Person until such Covered Shares are distributed to such Covered Person in
accordance with the terms of The Goldman Sachs Defined Contribution Plan. For
purposes of this Section 2.2 only, when a delivery of Covered Shares is made by
GS Inc. or by the trustee of the trust underlying The Goldman Sachs Defined
Contribution Plan to a Covered Person net of Covered Shares to be withheld for
tax purposes or to be paid for the receipt of such delivered Covered Shares, the
recipient of such delivered number of Covered Shares shall be treated as if such
Covered Person

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acquired the total (gross) number of Covered Shares to be delivered before
giving effect to any such withholding or payment.

Section 2.3 Compliance with Certain Restrictions.

(a) Each Covered Person agrees that, with respect to all Common Stock
beneficially owned by such Covered Person, such Covered Person shall comply
with the restrictions on transfer imposed by Section 6(e) of the
Underwriting Agreement, dated as of May 3, 1999, among GS Inc. and the
several underwriters named therein, whether or not said Section refers to
such Covered Person by name.

(b) Each Employee Covered Person agrees that, with respect to all
Common Stock beneficially owned by such Employee Covered Person, and each
Covered Person who is not an Employee Covered Person agrees that, with
respect to all Covered Shares beneficially owned by such Covered Person
which could not then be Transferred without contravening the PLP Transfer
Restrictions, at the request of GS Inc. such Covered Person shall comply
with any future restrictions on transfer imposed by or with the consent of
GS Inc. from time to time in connection with any future offerings of
securities of GS Inc., whether by GS Inc. or by any securityholder of GS
Inc. and whether or not such restrictions on transfer refer to such Covered
Person by name.

(c) Each Employee Covered Person agrees that, with respect to all
Common Stock beneficially owned by such Employee Covered Person, such
Employee Covered Person will comply with any restrictions imposed by the
Company from time to time to enable the Company or any party to an
agreement with the Company to account for a business combination by the
pooling of interests method.

Section 2.4 Holding of Covered Shares in Custody and in Nominee Name;
Legend on Certificates; Entry of Stop Transfer Orders.

(a) Each Covered Person understands and agrees that all Covered Shares
beneficially owned by each Employee Covered Person and all Covered Shares
which could not then be Transferred without contravening the PLP Transfer
Restrictions beneficially owned by each Covered Person who is not an
Employee Covered Person (in each case other than Covered Shares held of
record by a trustee in a compensation or benefit plan administered by the
Company and other Covered Shares that have been pledged to the Company to
secure the performance of such Covered Person's obligations under any
agreement with the Company) shall be registered in the name of a nominee
for such Covered Person and shall be

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held in the custody of a custodian until otherwise determined by the
Shareholders' Committee or the Board of Directors of GS Inc. or until such
time as such Covered Shares are released pursuant to Section 2.4(e) or
Section 2.4(f) hereof (whichever occurs first), and each Covered Person
agrees to assign, endorse and register for transfer into such nominee name
or deliver to such custodian any such Covered Shares which are not so
registered or so held, as the case may be. The form of the custody
agreement and the identity of the custodian and nominee must be
satisfactory in form and substance to the Shareholders' Committee and GS
Inc.

(b) Whenever the nominee holder shall receive any dividend or other
distribution upon any Covered Shares other than in Covered Shares, the
Shareholders' Committee will give or cause to be given notice or direction
to the applicable nominee and/or custodian referred to in paragraph (a) to
permit the prompt distribution of such dividend or distribution to the
beneficial owner of such Covered Shares, net of any tax withholding amounts
required to be withheld by the nominee, unless the distribution of such
dividend or distribution is restricted by the terms of another agreement
between the Covered Person and the Company known to the Shareholders'
Committee.

(c) Each Covered Person understands and agrees that any outstanding
certificate representing Covered Shares beneficially owned by an Employee
Covered Person or representing Covered Shares which could not then be
Transferred without contravening the PLP Transfer Restrictions beneficially
owned by a Covered Person who is not an Employee Covered Person, and any
agreement or other instrument evidencing restricted stock units, options or
other rights to receive or acquire Covered Shares beneficially owned by
such Covered Person, may bear a legend noted conspicuously on each such
certificate, agreement or other instrument reading substantially as
follows:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF EITHER OR BOTH OF A SHAREHOLDERS' AGREEMENT AMONG THE
GOLDMAN SACHS GROUP, INC. ("GS INC.") AND THE PERSONS NAMED THEREIN AND
A PLAN OF INCORPORATION OF THE GOLDMAN SACHS GROUP, L.P., COPIES OF
WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF GS INC. AND
WHICH, AMONG OTHER MATTERS, PLACE RESTRICTIONS ON THE DISPOSITION AND
VOTING OF SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED,
PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE
THEREWITH."

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(d) Each Covered Person agrees and consents to the entry of stop
transfer orders against the transfer of Covered Shares subject to Transfer
Restrictions except in compliance with this Agreement.

(e) The Shareholders' Committee shall develop procedures for releasing
all Covered Shares of each Covered Person who is not an Employee Covered
Person which could then be Transferred without contravening any Transfer
Restrictions to or at the direction of such Covered Person free and clear
of all restrictions and legends described in this Section 2.4.

(f) The Shareholders' Committee shall also develop procedures for
releasing (free and clear of all restrictions and legends described in this
Section 2.4) a specified number of Covered Shares of an Employee Covered
Person upon the request of any Covered Person and to or at the direction of
such Employee Covered Person, provided that such request is accompanied by
a certificate of such requesting Covered Person (i) indicating such
requesting Covered Person's intention to Transfer promptly such specified
number of Covered Shares and (ii) establishing that such specified number
of Covered Shares are then permitted to be Transferred without contravening
any Transfer Restrictions (which evidence must be satisfactory to the
Shareholders' Committee).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Each Covered Person severally represents and warrants for himself that:

(a) Such Covered Person has (and with respect to Covered Shares to be
acquired, will have) good, valid and marketable title to the Covered
Shares, free and clear of any pledge, lien, security interest, charge,
claim, equity or encumbrance of any kind, other than pursuant to this
Agreement, the Plan of Incorporation or another agreement with the Company
by which such Covered Person is bound and to which the Covered Shares are
subject; and

(b) (if the Covered Person is other than a natural person, with respect
to subsections (i) through (x), and if the Covered Person is a natural
person, with respect to subsections (iv) through (x) only): (i) such
Covered Person is duly organized and validly existing in good standing
under the laws of the jurisdiction of such Covered Person's formation; (ii)
such Covered Person has full right, power and authority to enter into and
perform this Agreement; (iii) the execution and delivery of this Agreement
and the performance of the transactions contemplated herein have been duly
authorized, and no further proceedings on the part of such

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<PAGE>

Covered Person are necessary to authorize the execution, delivery and
performance of this Agreement; and this Agreement has been duly executed by
such Covered Person; (iv) the person signing this Agreement on behalf of
such Covered Person has been duly authorized by such Covered Person to do
so; (v) this Agreement constitutes the legal, valid and binding obligation
of such Covered Person, enforceable against such Covered Person in
accordance with its terms (subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles); (vi) neither the execution and delivery of this
Agreement by such Covered Person nor the consummation of the transactions
contemplated herein conflicts with or results in a breach of any of the
terms, conditions or provi sions of any agreement or instrument to which
such Covered Person is a party or by which the assets of such Covered
Person are bound (including without limitation the organizational documents
of such Covered Person, if such Covered Person is other than a natural
person), or constitutes a default under any of the foregoing, or violates
any law or regulation; (vii) such Covered Person has obtained all
authorizations, consents, approvals and clearances of all courts,
governmental agencies and authorities, and any other person, if any
(including the spouse of such Covered Person with respect to the interest
of such spouse in the Covered Shares of such Covered Person if the consent
of such spouse is required), required to permit such Covered Person to
enter into this Agreement and to consummate the transactions contemplated
herein; (viii) there are no actions, suits or proceedings pending, or, to
the knowledge of such Covered Person, threatened against or affecting such
Covered Person or such Covered Person's assets in any court or before or by
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality which, if adversely determined,
would impair the ability of such Covered Person to perform this Agreement;
(ix) the performance of this Agreement will not violate any order, writ,
injunction, decree or demand of any court or federal, state, municipal or
other gov ernmental department, commission, board, bureau, agency or
instrumentality to which such Covered Person is subject; and (x) no
statement, representation or warranty made by such Covered Person in this
Agreement, nor any information provided by such Covered Person for
inclusion in a report filed pursuant to Section 6.3 hereof or in a
registration statement filed by GS Inc. contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary in order to make the statements, representations or warranties
contained herein or information provided therein not misleading.

Each Covered Person severally agrees for himself that the foregoing
provision of this Article III shall be a continuing representation and covenant
of such Covered Person during the period that such person shall be a Covered
Person and shares of Common Stock of such person shall be Covered Shares, and
such Covered Person shall

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take all actions as shall from time to time be necessary to cure any breach or
violation and to obtain any authorizations, consents, approvals and clearances
in order that such representations shall be true and correct during the
foregoing period.

ARTICLE IV
VOTING AGREEMENT

Section 4.1 Preliminary Vote of Covered Persons. Prior to any vote of
the stockholders of GS Inc. there shall be a separate, preliminary vote, on each
matter upon which a stockholder vote is proposed to be taken (each, a
"Preliminary Vote"), of the Covered Shares beneficially owned by (a) through
December 31, 2000, all Covered Persons, and (b) on and after January 1, 2001,
the Employee Covered Persons (including in both clause (a) and (b) and for the
purpose of this Article IV shares of Common Stock held by the trust underlying
The Goldman Sachs Defined Contribution Plan and allocated to Covered Persons (in
the case of clause (a)) and Employee Covered Persons (in the case of clause (b))
who are participants therein) (such Covered Shares at any such time, the "Voting
Interests"). The Preliminary Vote shall be conducted pursuant to procedures
established by the Shareholders' Committee.

Section 4.2 Voting of the Voting Interests.

(a) Other than in elections of directors, every Covered Share
beneficially owned by an Employee Covered Person, every Covered Share which
could not then be Transferred without contravening the PLP Transfer
Restrictions beneficially owned by any Covered Person who is not an
Employee Covered Person and every Covered Share held by the trust
underlying The Goldman Sachs Defined Contribution Plan and allocated to a
Covered Person (collectively, the "Voted Covered Shares") shall be voted in
accordance with the vote of the majority of the votes cast on the matter in
question by the Voting Interests in the Preliminary Vote.

(b) In elections of directors, every Voted Covered Share shall be voted
in favor of the election of those persons, equal in number to the number of
such positions to be filled, receiving the highest numbers of votes cast by
the Voting Interests in the Preliminary Vote.

Section 4.3 Irrevocable Proxy and Power of Attorney.

(a) By his signature hereto, each Covered Person hereby gives the
Shareholders' Committee, with full power of substitution and
resubstitution, an irrevocable proxy to vote or otherwise act with respect
to all of the Covered

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Person's Voted Covered Shares, as fully, to the same extent and with the
same effect as such Covered Person might or could do under any applicable
laws or regulations governing the rights and powers of stockholders of a
Delaware corporation and (i) directs that such proxy shall be voted in
connection with such matters as are the subject of a Preliminary Vote as
provided in this Agreement --in accordance with such Preliminary Vote, (ii)
authorizes the holder of such proxy to vote on such other matters as may
come before a meeting of stockholders of GS Inc. or any adjournment thereof
and as are related, directly or indirectly, to the matter which was the
subject of the Preliminary Vote -- as the aforementioned persons see fit in
their discretion but in a manner consistent with the Preliminary Vote, and
(iii) authorizes the holder of such proxy to vote on such other matters as
may come before a meeting of stockholders of GS Inc. or any adjournment
thereof (including matters related to adjournment thereof) -- as the
aforementioned persons see fit in their discretion but not to cast any vote
under this clause (iii) which is inconsistent with the Preliminary Vote or
which would achieve an outcome that would frustrate the intent of the
Preliminary Vote. Each such Covered Person hereby affirms that this proxy
is given as a term of this Agreement and as such is coupled with an
interest and is irrevocable. It is further understood and agreed by each
such Covered Person that this proxy may be exercised by the aforementioned
persons with respect to all Voted Covered Shares of such Covered Person for
the period beginning on the date hereof and ending on the date this
Agreement shall have been terminated pursuant to Section 7.1(a) hereof.

(b) By his signature hereto, each Covered Person appoints the
Shareholders' Committee, with full power of substitution and
resubstitution, his true and lawful attorney-in-fact to direct, in
accordance with the provisions of this Article IV, the voting of any Voted
Covered Shares held of record by any other person but beneficially owned by
such Covered Person (including Voted Covered Shares held by the trust
underlying The Goldman Sachs Defined Contribution Plan and allocated to
such Covered Person), granting to such attorneys, and each of them, full
power and authority to do and perform each and every act and thing
whatsoever that such attorney or attorneys may deem necessary, advisable or
appropriate to carry out fully the intent of Section 4.2 and Section 4.3(a)
as such Covered Person might or could do personally, hereby ratifying and
confirming all acts and things that such attorney or attorneys may do or
cause to be done by virtue of this power of attorney. It is understood and
agreed by each such Covered Person that this appointment, empowerment and
authorization may be exercised by the aforementioned persons with respect
to all Voted Covered Shares of such Covered Person, and held of record by
another person, for the period beginning on the date hereof and ending on
the date this Agreement shall have been terminated pursuant to Section
7.1(a) hereof.

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ARTICLE V
SHAREHOLDERS' COMMITTEE

Section 5.1 Constituency. 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 of GS Inc. and who agree to serve as members
of the Shareholders' Committee.

Section 5.2 Additional Members. If there are less than three
individuals who are both Employee Covered Persons and members of the Board of
Directors of GS Inc. 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.

Section 5.3 Determinations of and Actions by the Shareholders'
Committee.

(a) All determinations necessary or advisable under this Agreement
(including determinations of beneficial ownership) shall be made by the
Shareholders' Committee, whose determinations shall be final and binding.
The Shareholders' Committee's determinations under this Agreement and the
Plan of Incorporation and actions (including waivers) hereunder and
thereunder need not be uniform and may be made selectively among Covered
Persons (whether or not such Covered Persons are similarly situated).

(b) Each Covered Person recognizes and agrees that the members of the
Shareholders' Committee in acting hereunder shall at all times be acting in
their individual capacities and not as directors or officers of the Company
and in so acting or failing to act shall not have any fiduciary duties to
the Covered Persons as a member of the Shareholders' Committee by virtue of
the fact that one or more of such members may also be serving as a director
or officer of the Company or otherwise.

(c) The Shareholders' Committee shall act through a majority vote of
its members and such actions may be taken in person at a meeting or by a
written instrument signed by all of the members.

Section 5.4 Certain Obligations of the Shareholders' Committee. The
Shareholders' Committee shall be obligated (a) to attend as proxy, or cause a
person designated by it and acting as lawful proxy to attend as proxy, each
meeting of the

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stockholders of GS Inc. and to vote or to cause such designee to vote the
Covered Shares over which it has the power to vote in accordance with the
results of the Preliminary Vote as set forth in Section 4.2, and (b) to develop
procedures governing Preliminary Votes and other votes and actions to be taken
pursuant to this Agreement.

ARTICLE VI
OTHER AGREEMENTS OF THE PARTIES

Section 6.1 Standstill Provisions. Each Covered Person agrees that such
Covered Person shall not, directly or indirectly, alone or in concert with any
other person, (a) make, or in any way participate in, any "solicitation" of
"proxies" (as such terms are defined in Exchange Act Rule 14a-1) relating to any
securities of the Company to or with any Restricted Person; (b) deposit any
Covered Shares in a voting trust or subject any Covered Shares to any voting
agreement or arrangement that includes as a party any Restricted Person; (c)
form, join or in any way participate in a group (as contemplated by Exchange Act
Rule 13d-5(b)) with respect to any securities of the Company (or any securities
the ownership of which would make the owner thereof a beneficial owner of
securities of the Company (for this purpose as determined by Exchange Act Rule
13d-3 and Exchange Act Rule 13d-5)) that includes as a party any Restricted
Person; (d) make any announcement subject to Exchange Act Rule 14a-1(l)(2)(iv)
to any Restricted Person; (e) initiate or propose any "shareholder proposal"
subject to Exchange Act Rule 14a-8; (f) together with any Restricted Person,
make any offer or proposal to acquire any securities or assets of GS Inc. or any
of its Subsidiaries or solicit or propose to effect or negotiate any form of
business combination, restructuring, recapitalization or other extraordinary
transaction involving, or any change in control of, GS Inc., its Subsidiaries or
any of their respective securities or assets; (g) together with any Restricted
Person, seek the removal of any directors or a change in the composition or size
of the board of directors of GS Inc.; (h) together with any Restricted Person,
in any way participate in a call for any special meeting of the stockholders of
GS Inc.; or (i) assist, advise or encourage any person with respect to, or seek
to do, any of the foregoing.

Section 6.2 Expenses.

(a) GS Inc. shall be responsible for all expenses of the members of the
Shareholders' Committee incurred in the operation and administration of
this Agreement, including expenses of proxy solicitation for and tabulation
of the Preliminary Vote, expenses incurred in preparing appropriate filings
and correspondence with the Securities and Exchange Commission, lawyers',
accountants', agents', consultants', experts', investment banking and other
professionals' fees, expenses incurred in enforcing the provisions of this
Agreement, expenses incurred in maintaining any necessary or appropriate
books and records relating to this

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Agreement and expenses incurred in the preparation of amendments to and
waivers of provisions of this Agreement.

(b) Each Covered Person shall be responsible for all expenses of such
Covered Person incurred in connection with the compliance by such Covered
Person with his obligations under this Agreement, including expenses
incurred by the Shareholders' Committee or GS Inc. in enforcing the
provisions of this Agreement relating to such obligations.

Section 6.3 Filing of Schedule 13D or 13G.

(a) In the event that a Covered Person is required to file a report of
beneficial ownership on Schedule 13D or 13G with respect to the Covered
Shares beneficially owned by him (for this purpose as determined by
Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), such Covered Person
agrees that, unless otherwise directed by the Shareholders' Committee, such
Covered Person will not file a separate such report, but will file a report
together with the other Covered Persons, containing the information
required by the Exchange Act, and such Covered Person understands and
agrees that such report shall be filed on his behalf by the Shareholders'
Committee or any member thereof. Such Covered Person shall cooperate fully
with the other Covered Persons and the Shareholders' Committee to achieve
the timely filing of any such report and any amendments thereto as may be
required, and such Covered Person agrees that any information concerning
such Covered Person which such Covered Person furnishes in connection with
the preparation and filing of such report will be complete and accurate.

(b) By his signature hereto, each Covered Person appoints the
Shareholders' Committee and each member thereof, with full power of
substitution and resubstitution, his true and lawful attorney-in-fact to
execute such reports and any and all amendments thereto and to file such
reports with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting to such
attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever that such attorney or attorneys may
deem necessary, advisable or appropriate to carry out fully the intent of
this Section 6.3 as such Covered Person might or could do personally,
hereby ratifying and confirming all acts and things that such attorney or
attorneys may do or cause to be done by virtue of this power of attorney.
Each Covered Person hereby further designates such attorneys as such
Covered Person's agents authorized to receive notices and communications
with respect to such reports and any amendments thereto. It is understood
and agreed by each such Covered Person that this appointment, empowerment
and authorization may be exercised by the

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aforementioned persons for the period beginning on the date hereof and
ending on the date such Covered Person is no longer subject to the
provisions of this Agreement (and shall extend thereafter for such time as
is required to reflect that such Covered Person is no longer a party to
this Agreement).

Section 6.4 Adjustment upon Changes in Capitalization; Adjustments upon
Changes of Control; Representatives, Successors and Assigns.

(a) In the event of any change in the outstanding Common Stock by
reason of stock dividends, stock splits, reverse stock splits, spin-offs,
split-ups, recapitalizations, combinations, exchanges of shares and the
like, the term "Covered Shares" shall refer to and include the securities
received or resulting therefrom, but only to the extent such securities are
received in exchange for or in respect of Covered Shares. Upon the
occurrence of any event described in the immediately preceding sentence,
the Shareholders' Committee shall make such adjustments to or
interpretations of the restrictions of Section 2.2 (and, if it so
determines, any other provisions hereof) as it shall deem necessary or
desirable to carry out the intent of such provision(s). If the
Shareholders' Committee deems it desirable, any such adjustments may take
effect from the record date, the "when issued trading date", the "ex
dividend date" or another appropriate date.

(b) In the event of any business combination, restructuring,
recapitalization or other extraordinary transaction involving GS Inc., its
Subsidiaries or any of their respective securities or assets as a result of
which the Covered Persons shall hold voting securities of a person other
than GS Inc., the Covered Persons agree that this Agreement shall also
continue in full force and effect with respect to such voting securities of
such other person formerly representing or distributed in respect of
Covered Shares of GS Inc., and the terms "Covered Shares," "Common Stock"
and "Voting Interests," and "GS Inc." and "Company," shall refer to such
voting securities formerly representing or distributed in respect of
Covered Shares of GS Inc. and such person, respectively. Upon the
occurrence of any event described in the immediately preceding sentence,
the Shareholders' Committee shall make such adjustments to or
interpretations of the restrictions of Section 2.2 (and, if it so
determines, any other provisions hereof) as it shall deem necessary or
desirable to carry out the intent of such provision(s). If the
Shareholders' Committee deems it desirable, any such adjustments may take
effect from the record date or another appropriate date.

(c) This Agreement shall be binding upon and inure to the benefit of
the respective legatees, legal representatives, successors and assigns of
the Covered Persons (and GS Inc. in the event of a transaction described in
Section 6.4(b) hereof); provided, however, that a Covered Person may not
assign this Agreement

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or any of his rights or obligations hereunder without the prior written
consent of GS Inc., and any assignment without such consent by a Covered
Person shall be void; and provided further that no assignment of this
Agreement by GS Inc. or to a successor of GS Inc. (by operation of law or
otherwise) shall be valid unless such assignment is made to a person which
succeeds to the business of GS Inc. substantially as an entirety.

Section 6.5 Further Assurances. Each Covered Person agrees to execute
such additional documents and take such further action as may be reasonably
necessary to effect the provisions of this Agreement.

ARTICLE VII
MISCELLANEOUS

Section 7.1 Term of the Agreement; Termination of Certain Provisions.

(a) The term of this Agreement shall continue until the first to occur
of January 1, 2050 and such time as this Agreement is terminated by the
affirmative vote of not less than 66 2/3% of the outstanding Voting
Interests. If this Agreement is terminated prior to the expiration or
termination of the restrictions on transfer referred to in Section 2.3(a),
such restrictions on transfer shall continue to apply in accordance with
the provisions of Section 6(e) of the Underwriting Agreement referred to in
Section 2.3(a) unless waived or terminated as provided in said Underwriting
Agreement. If this Agreement is terminated prior to the expiration or
termination of the PLP Transfer Restrictions, the PLP Transfer Restrictions
shall continue to apply in accordance with the provisions of the Plan of
Incorporation unless waived or terminated as provided in the Plan of
Incorporation.

(b) Unless this Agreement is theretofore terminated pursuant to Section
7.1(a) hereof, any Covered Person who ceases to be an employee for any
reason other than death shall no longer be bound by the provisions of
Section 2.2 and Section 6.1 hereof (unless such Covered Person is subject
to the PLP Transfer Restrictions in which case Section 6.1 shall continue
to apply until December 31, 2000) but shall be bound by all other
provisions of this Agreement until such time as such Covered Person holds
all Covered Shares free from PLP Transfer Restrictions. Thereafter, such
Covered Person shall no longer be bound by the provisions of this Agreement
(other than Sections 5.3, 6.2, 6.3, 6.5, 7.4, 7.5, 7.6, 7.8, 7.10 and 7.11
(the "Continuing Provisions")), and such Covered Person's name shall be
removed from Appendix A to this Agreement.

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(c) Unless this Agreement is theretofore terminated pursuant to Section
7.1(a) hereof, the estate of any Covered Person who ceases to be an
employee by reason of death or any Covered Person who ceases to be an
employee for any reason other than death and who subsequently dies shall
from and after the date of such death be bound only by the restrictions on
transfer imposed by Section 2.3(a) hereof and the Continuing Provisions;
and upon the expiration of the restrictions in Section 2.3(a), the estate
of such Covered Person shall no longer be bound by the provisions of this
Agreement (other than the Continuing Provisions), and such Covered Person's
name shall be removed from Appendix A to this Agreement.

Section 7.2 Amendments.

(a) Except as provided in this Section 7.2, provisions of this
Agreement may be amended only by the affirmative vote of a majority of the
outstanding Voting Interests.

(b) This Section 7.2(b), Section 7.1(a) and Section 7.3(a)(i) may be
amended only by the affirmative vote of 66 2/3% of the outstanding Voting
Interests. Any amendment of any other provision of this Agreement that
would have the effect, in connection with a tender or exchange offer by any
person other than the Company as to which the Board of Directors of GS Inc.
is recommending rejection, of permitting Transfers which would not be
permitted by the terms of this Agreement as theretofore in effect shall
also require the affirmative vote of 66 2/3% of the outstanding Voting
Interests.

(c) This Section 7.2(c), Article V, Section 7.3(b) and any other
provision the amendment (or addition) of which has the effect of materially
changing the rights or obligations of the Shareholders' Committee hereunder
may be amended (or added) either (i) with the approval of the Shareholders'
Committee and the affirmative vote of a majority of the Voting Interests or
(ii) by the affirmative vote of 66 2/3% of the outstanding Voting
Interests.

(d) In addition to any other vote or approval that may be required
under this Section 7.2, any amendment to the General Transfer Restrictions
that would make such General Transfer Restrictions materially more onerous
to a Covered Person will not be enforceable against that Covered Person
unless that Covered Person has consented to such amendment.

(e) In addition to any other vote or approval that may be required
under this Section 7.2, any amendment of this Agreement that has the effect
of changing the obligations of GS Inc. hereunder to make such obligations
materially more onerous to GS Inc. shall require the approval of GS Inc.

-17-

<PAGE>

(f) In addition to any other vote or approval that may be required
under this Section 7.2, any amendment that has the effect of amending the
provisions of Section 2.3(a), 2.3(b) or 2.3(c) shall require the approval
of GS Inc.

(g) Each Covered Person understands that it is intended that each
managing director of the Company will be a Covered Person under this
Agreement or will become a Covered Person upon his appointment to such
position, and each Covered Person further understands that from time to
time certain other persons may become Covered Persons and certain Covered
Persons will cease to be bound by the provisions of this Agreement pursuant
to the terms hereof. Accordingly, this Agreement may be amended by action
of the Shareholders' Committee from time to time and without the approval
of any other person, but solely for the purposes of (i) adding to Appendix
A such persons as shall be made party to this Agreement pursuant to the
terms hereof or shall (A) be appointed managing directors of the Company
and (B) execute a counterpart of the signature page of this Agreement, such
addition to be effective as of the time of such action or appointment and
(ii) removing from Appendix A such persons as shall cease to be bound by
the provisions of this Agreement pursuant to Sections 7.1(b) or (c) hereof,
which additions and removals shall be given effect from time to time by
appropriate changes to Appendix A.

Section 7.3 Waivers. The Transfer Restrictions and the other provisions
of this Agreement may be waived only as provided in this Section 7.3.

(a) The holders of the outstanding Voting Interests may waive the
Transfer Restrictions and the other provisions of this Agreement without
the consent of any other person as follows:

(i) The Transfer Restrictions may be waived, in connection with
any tender or exchange offer by any person other than the
Company as to which the Board of Directors of GS Inc. is
recommending rejection at the time of such waiver, only by the
affirmative vote of 66 2/3% of the outstanding Voting
Interests;

(ii) The Transfer Restrictions may be waived, in connection with
any tender or exchange offer by any person other than the
Company as to which the Board of Directors of GS Inc. is
recommending acceptance or is not making any recommendation
with respect to acceptance at the time of such waiver, only by
the affirmative vote of a majority of the outstanding Voting
Interests;

-18-

<PAGE>

(iii) The Transfer Restrictions may be waived, in connection with
any tender or exchange offer by the Company, by the
affirmative vote of a majority of the outstanding Voting
Interests;

(iv) In all circumstances other than those set forth in Section
7.3(a)(i), (ii) and (iii), the provisions of this Agreement
may be waived only by the affirmative vote of a majority of
the outstanding Voting Interests; provided, however, that the
holders of the outstanding Voting Interests may not waive the
provisions of this Agreement in the circumstances set forth in
Section 7.3(b); and

(v) In addition to any other action that may be required under
this Section 7.3(a), any waiver that has the effect of waiving
the provisions of Section 2.3(a), 2.3(b) or 2.3(c) shall
require the approval of GS Inc.

(b) The Shareholders' Committee may waive the Transfer Restrictions and
the other provisions of this Agreement without the consent of any other
person as follows:

(i) The Shareholders' Committee may waive the Transfer
Restrictions and the other provisions of this Agreement to
permit: (A) Covered Persons to participate as sellers in
underwritten public offerings of, and stock repurchase
programs and tender offers by GS Inc. for, Common Stock; (B)
Transfers of Covered Shares to organizations described in
Section 501(c)(3) of the Code, including gifts to "private
foundations" subject to the requirements of Section 509 of the
Code; (C) Transfers of Covered Shares held in employee benefit
plans of the Company either generally or in particular
situations; and (D) particular Covered Persons or all Covered
Persons to Transfer Covered Shares in particular situations
(such as Transfers to family members, partnerships or trusts),
but not generally (provided that in each of (A) through (D),
waivers of the restrictions imposed by Section 2.3(a), 2.3(b)
and 2.3(c) shall also require the prior written consent of GS
Inc.);

(ii) The Shareholders' Committee may waive the PLP Transfer
Restrictions in all circumstances other than in connection
with

-19-

<PAGE>

a tender or exchange offer by any person other than the
Company; and

(iii) The Shareholders' Committee may waive any or all of the
Transfer Restrictions and the other provisions of this
Agreement with respect to Covered Shares owned by a person at
the time the person becomes a managing director of the Company
or acquired by the person in connection with such person's
becoming a managing director of the Company; provided that
such person was not an employee of the Company prior to the
granting of such waiver by the Shareholders' Committee.

(c) GS Inc. agrees that the PLP Transfer Restrictions shall be deemed
to be waived under the Plan of Incorporation if they are waived as provided
in this Agreement.

(d) In connection with any waiver granted under this Agreement, the
Shareholders' Committee or the holders of the percentage of Voting
Interests required for the waiver, as the case may be, may impose such
conditions as they determine on the granting of such waivers.

(e) The failure of the Company or the Shareholders' Committee at any
time or times to require performance of any provision of this Agreement
shall in no manner affect the rights at a later time to enforce the same.
No waiver by the Company or the Shareholders' Committee of the breach of
any term contained in this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such breach or the breach of any other term of
this Agreement.

Section 7.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

Section 7.5 Resolution of Disputes.

(a) The Shareholders' Committee shall have the sole and exclusive power
to enforce the provisions of this Agreement. The Shareholders' Committee
may in its sole discretion request GS Inc. to conduct such enforcement, and
GS Inc. agrees to conduct such enforcement as requested and directed by the
Shareholders' Committee.

-20-

<PAGE>

(b) Without diminishing the finality and conclusive effect of any
determination by the Shareholders' Committee of any matter under this
Agreement which is provided herein to be determined or proposed by the
Shareholders' Committee (and subject to the provisions of paragraphs (c)
and (d) hereof), any dispute, controversy or claim arising out of or
relating to or concerning the provisions of this Agreement shall be finally
settled by arbitration in New York City before, and in accordance with the
rules then obtaining of, the New York Stock Exchange, Inc. ("NYSE"), or if
the NYSE declines to arbitrate the matter, the American Arbitration
Association ("AAA") in accordance with the commercial arbitration rules of
the AAA.

(c) Notwithstanding the provisions of paragraph (b), and in addition to
its right to submit any dispute or controversy to arbitration, the
Shareholders' Committee may bring, or may cause GS Inc. to bring, on behalf
of the Shareholders' Committee or on behalf of one or more Covered Persons,
an action or special proceeding in a state or federal court of competent
jurisdiction sitting in the State of Delaware, whether or not an
arbitration proceeding has theretofore been or is ever initiated, for the
purpose of temporarily, preliminarily or permanently enforcing the
provisions of this Agreement and, for the purposes of this paragraph (c),
each Covered Person (i) expressly consents to the application of paragraph
(d) to any such action or proceeding, (ii) agrees that proof shall not be
required that monetary damages for breach of the provisions of this
Agreement would be difficult to calculate and that remedies at law would be
inadequate and (iii) irrevocably appoints each General Counsel of GS Inc.,
c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801 as such Covered Person's agent for
service of process in connection with any such action or proceeding, who
shall promptly advise such Covered Person of any such service of process.

(d) (i) EACH COVERED PERSON HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF DELAWARE
OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR
CONCERNING THIS AGREEMENT THAT IS NOT OTHERWISE ARBITRATED ACCORDING TO THE
PROVISIONS OF PARAGRAPH (B) HEREOF. This includes any suit, action or
proceeding to compel arbitration or to enforce an arbitration award. The
parties acknowledge that the forum designated by this paragraph (d) has a
reasonable relation to this Agreement, and to the parties' relationship
with one another. Notwithstanding the foregoing, nothing herein shall
preclude the Shareholders' Committee or GS Inc. from bringing any action or
proceeding in any other court for the purpose of enforcing the provisions
of this Section 7.5.

-21-

<PAGE>

(ii) The agreement of the parties as to forum is independent of the law
that may be applied in the action, and they each agree to such forum even
if the forum may under applicable law choose to apply non-forum law. The
parties hereby waive, to the fullest extent permitted by applicable law,
any objection which they now or hereafter may have to personal jurisdiction
or to the laying of venue of any such suit, action or proceeding brought in
any court referred to in paragraph (d)(i). The parties undertake not to
commence any action arising out of or relating to or concerning this
Agreement in any forum other than a forum described in paragraph (d)(i).
The parties agree that, to the fullest extent permitted by applicable law,
a final and non-appealable judgment in any such suit, action or proceeding
in any such court shall be conclusive and binding upon the parties.

Section 7.6 Relationship of Parties. The terms of this Agreement are
intended not to create a separate entity for U.S. federal income tax purposes,
and nothing in this Agreement shall be read to create any partnership, joint
venture or separate entity among the parties or to create any trust or other
fiduciary relationship between them.

Section 7.7 Notices.

(a) Any communication, demand or notice to be given hereunder will be
duly given (and shall be deemed to be received) when delivered in writing
by hand or first class mail or by telecopy to a party at its address as
indicated below:

If to a Covered Person,

c/o The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Telecopy: (212) 902-3876
Attention: General Counsel;

If to the Shareholders' Committee, at

Shareholders' Committee under the Shareholders' Agreement,
dated May 7, 1999
c/o The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Telecopy: (212) 902-3876
Attention: General Counsel;

and

-22-

<PAGE>

If to GS Inc., at

The Goldman Sachs Group, Inc.
85 Broad Street
New York, New York 10004
Telecopy: (212) 902-3876

Attention: General Counsel.

GS Inc. shall be responsible for notifying each Covered Person of the
receipt of a communication, demand or notice under this Agreement relevant
to such Covered Person at the address of such Covered Person then in the
records of GS Inc. (and each Covered Person shall notify GS Inc. of any
change in such address for communications, demands and notices).

(b) Unless otherwise provided to the contrary herein, any notice which
is required to be given in writing pursuant to the terms of this Agreement
may be given by telecopy.

Section 7.8 Severability. If any provision of this Agreement is finally
held to be invalid, illegal or unenforceable, (a) the remaining terms and
provisions hereof shall be unimpaired and (b) the invalid or unenforceable term
or provision shall be deemed replaced by a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision.

Section 7.9 Right to Determine Tender Confidentially. In connection
with any tender or exchange offer for all or any portion of the outstanding
Common Stock, subject to compliance with all applicable restrictions on Transfer
in this Agreement, the Plan of Incorporation or any other agreement with GS
Inc., each Covered Person will have the right to determine confidentially
whether such Covered Person's Covered Shares will be tendered in such tender or
exchange offer.

Section 7.10 No Third-Party Rights. Nothing expressed or referred to in
this Agreement will be construed to give any person other than the parties to
this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and assigns.

Section 7.11 Section Headings. The headings of sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation.

-23-

<PAGE>

Section 7.12 Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but
all such counterparts shall together constitute but one and the same instrument.

-24-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed or caused to
be duly executed this Agreement as of the dates indicated.

THE GOLDMAN SACHS GROUP, INC.

By:/s/ Robert J. Katz
----------------------------------
Name: Robert J. Katz
Title: Executive Vice President

Dated : May 7, 1999

[Signature Page 1 and Signature Page 2 Follow]

<PAGE>

Signature Page 1
to
Shareholders' Agreement

Bradley I. Abelow
Paul M. Achleitner
Jonathan R. Aisbitt
Andrew M. Alper
Armen A. Avanessians
David M. Baum
Ron E. Beller
Milton R. Berlinski
Lloyd C. Blankfein
David W. Blood
Peter L. Briger Jr.
Richard J. Bronks
Lawrence R. Buchalter
Michael J. Carr
Christopher J. Carrera
Mary Ann Casati
Andrew A. Chisholm
Zachariah Cobrinik
Abby Joseph Cohen
Gary D. Cohn
Christopher A. Cole
Carlos A. Cordeiro
Henry Cornell
E. Gerald Corrigan
Jon S. Corzine
Claudio Costamagna
Frank L. Coulson, Jr.
Randolph L. Cowen
Philip M. Darivoff
Timothy D. Dattels
Gavyn Davies
David A. Dechman
Paul C. Deighton
Robert V. Delaney
Joseph Della Rosa
Alexander C. Dibelius
John O. Downing
Connie K. Duckworth
C. Steven Duncker
Gordon E. Dyal
Glenn P. Earle

<PAGE>

Signature Page 1
to
Shareholders' Agreement (cont.)

Paul S. Efron
J. Michael Evans
W. Mark Evans
Pieter Maarten Feenstra
Lawton W. Fitt
David B. Ford
Edward C. Forst
Christopher G. French
Richard A. Friedman
Joseph D. Gatto
Peter C. Gerhard
Nomi P. Ghez
Joseph H. Gleberman
Richard J. Gnodde
Jeffrey B. Goldenberg
Jacob D. Goldfield
Amy O. Goodfriend
Andrew M. Gordon
Geoffrey T. Grant
Eric P. Grubman
Joseph D. Gutman
Robert S. Harrison
Thomas J. Healey
Sylvain M. Hefes
David B. Heller
Steven M. Heller
David L. Henle
Mary C. Henry
Robert E. Higgins
M. Roch Hillenbrand
Jacquelyn M. Hoffman-Zehner
Robert J. Hurst
Francis J. Ingrassia
Timothy J. Ingrassia
Reuben Jeffery III
Stefan J. Jentzsch
Chansoo Joung
Ann F. Kaplan
Barry A. Kaplan
Robert S. Kaplan
Scott B. Kapnick

<PAGE>

Signature Page 1
to
Shareholders' Agreement (cont.)

Erland S. Karlsson
Robert J. Katz
Kevin W. Kennedy
Peter D. Kiernan III
Douglas W. Kimmelman
Bradford C. Koenig
Jonathan L. Kolatch
Peter S. Kraus
David G. Lambert
Thomas D. Lasersohn
Anthony D. Lauto
Matthew G. L'Heureux
Lawrence H. Linden
Robert Litterman
Robert H. Litzenberger
Jonathan M. Lopatin
Michael R. Lynch
Peter G.C. Mallinson
Ronald G. Marks
Eff W. Martin
David J. Mastrocola
John P. McNulty
E. Scott Mead
Sanjeev K. Mehra
T. Willem Mesdag
Eric M. Mindich
Steven T. Mnuchin
Masanori Mochida
Karsten N. Moller
Thomas K. Montag
Wayne L. Moore
Robert B. Morris III
Michael P. Mortara
Sharmin Mossavar-Rahmani
Edward A. Mule
Philip D. Murphy
Thomas S. Murphy, Jr.
Avi M. Nash
Daniel M. Neidich
Kipp M. Nelson
Robin Neustein

<PAGE>

Signature Page 1
to
Shareholders' Agreement (cont.)

Suzanne M. Nora Johnson
Michael E. Novogratz
Alok Oberoi
Terence J. O'Neill
Timothy J. O'Neill
Donald C. Opatrny, Jr.
Robert J. O'Shea
Greg M. Ostroff
Terence M. O'Toole
Robert J. Pace
Gregory K. Palm
Henry M. Paulson, Jr.
Scott M. Pinkus
Timothy C. Plaut
Wiet H. Pot
John J. Powers
Michael A. Price
Scott S. Prince
Stephen D. Quinn
Michael G. Rantz
Girish V. Reddy
Arthur J. Reimers
James P. Riley, Jr.
Simon M. Robertson
J. David Rogers
Emmanuel Roman
Ralph F. Rosenberg
Stuart M. Rothenberg
Michael S. Rubinoff
Richard M. Ruzika
John C. Ryan
Michael D. Ryan
Richard A. Sapp
Joseph Sassoon
Tsutomu Sato
Muneer A. Satter
Jonathan S. Savitz
Peter Savitz
Howard B. Schiller
Antoine Schwartz
Eric S. Schwartz

<PAGE>

Signature Page 1
to
Shareholders' Agreement (cont.)

Mark Schwartz
Charles B. Seelig, Jr.
Steven M. Shafran
Richard S. Sharp
James M. Sheridan
Richard G. Sherlund
Michael S. Sherwood
Howard A. Silverstein
Dinakar Singh
Christian J. Siva-Jothy
Cody J Smith
Jonathan S. Sobel
Marc A. Spilker
Daniel W. Stanton
Esta E. Stecher
Fredric E. Steck
Robert K. Steel
Hsueh J. Sung
Peter D. Sutherland
Gene T. Sykes
Mark R. Tercek
Donald F. Textor
John A. Thain
John L. Thornton
John R. Tormondsen
Leslie C. Tortora
John L. Townsend, III
Byron D. Trott
Robert B. Tudor III
Thomas E. Tuft
Malcolm B. Turnbull
John E. Urban
Lee G. Vance
David A. Viniar
Barry S. Volpert
George H. Walker
Thomas B. Walker III
Patrick J. Ward
John S. Weinberg
Peter A. Weinberg
George W. Wellde, Jr.

<PAGE>

Signature Page 1
to
Shareholders' Agreement (cont.)

Anthony G. Williams
Gary W. Williams
Kendrick R. Wilson III
Jon Winkelried
Steven J. Wisch
Richard E. Witten
Tracy R. Wolstencroft
Yasuyo Yamazaki
Danny O. Yee
Michael J. Zamkow
Yoel Zaoui
Gregory H. Zehner
Jide J. Zeitlin
Joseph R. Zimmel
Barry L. Zubrow
Mark A. Zurack

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

Dated: May 7, 1999

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Peter C. Aberg By:/s/ Tarek M. Ben Halim
-------------------------------- --------------------------------
Name: Peter C. Aberg Name: Tarek M. Ben Halim

By:/s/ Elliot M. Alchek By:/s/ Jaime I. Bergel
-------------------------------- --------------------------------
Name: Elliot M. Alchek Name: Jaime I. Bergel

By:/s/ Philippe J. Altuzarra By:/s/ Todd L. Bergman
-------------------------------- --------------------------------
Name: Philippe J. Altuzarra Name: Todd L. Bergman

By:/s/ Kazutaka P. Arai By:/s/ Andrew S. Berman
-------------------------------- --------------------------------
Name: Kazutaka P. Arai Name: Andrew S. Berman

By:/s/ David M. Atkinson By:/s/ Frances R. Bermanzohn
-------------------------------- --------------------------------
Name: David M. Atkinson Name: Frances R. Bermanzohn

By:/s/ Mitchel J. August By:/s/ Jeffrey J. Bernstein
-------------------------------- --------------------------------
Name: Mitchel J. August Name: Jeffrey J. Bernstein

By:/s/ John S. Barakat By:/s/ Robert A. Berry
-------------------------------- --------------------------------
Name: John S. Barakat Name: Robert A. Berry

By:/s/ Barbara J. Basser-Bigio By:/s/ Jean-Luc Biamonti
-------------------------------- --------------------------------
Name: Barbara J. Basser-Bigio Name: Jean-Luc Biamonti

By:/s/ Robert A. Beckwitt By:/s/ James J. Birch
-------------------------------- --------------------------------
Name: Robert A. Beckwitt Name: James J. Birch

By:/s/ Jonathan A. Beinner By:/s/ David R. Boles
-------------------------------- --------------------------------
Name: Jonathan A. Beinner Name: David R. Boles

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ David A. Bolotsky By:/s/ Timothy B. Bunting
-------------------------------- --------------------------------
Name: David A. Bolotsky Name: Timothy B. Bunting

By:/s/ Charles W.A. Bott By:/s/ Calvert C. Burkhart
-------------------------------- --------------------------------
Name: Charles W.A. Bott Name: Calvert C. Burkhart

By:/s/ Charles C. Bradford III By:/s/ Michael S. Burton
-------------------------------- --------------------------------
Name: Charles C. Bradford III Name: Michael S. Burton

By:/s/ Benjamin S. Bram By:/s/ George H. Butcher III
-------------------------------- --------------------------------
Name: Benjamin S. Bram Name: George H. Butcher III

By:/s/ Thomas C. Brasco By:/s/ Lawrence V. Calcano
-------------------------------- --------------------------------
Name: Thomas C. Brasco Name: Lawrence V. Calcano

By:/s/ Craig W. Broderick By:/s/ John D. Campbell
-------------------------------- --------------------------------
Name: Craig W. Broderick Name: John D. Campbell

By:/s/ Charles K. Brown By:/s/ Richard M.Campbell-Breeden
--------------------------------- --------------------------------
Name: Charles K. Brown Name: Richard M.Campbell-Breeden

By:/s/ Vern J. Brownell By:/s/ Anthony H. Carpet
-------------------------------- --------------------------------
Name: Vern J. Brownell Name: Anthony H. Carpet

By:/s/ Peter D. Brundage By:/s/ Virginia E. Carter
-------------------------------- --------------------------------
Name: Peter D. Brundage Name: Virginia E. Carter

By:/s/ Steven M. Bunson By:/s/ Calvin R. Carver, Jr.
-------------------------------- --------------------------------
Name: Steven M. Bunson Name: Calvin R. Carver, Jr.

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Chris Casciato By:/s/ Timothy J. Cole
-------------------------------- --------------------------------
Name: Chris Casciato Name: Timothy J. Cole

By:/s/ Douglas W. Caterfino By:/s/ Laura C. Conigliaro
-------------------------------- --------------------------------
Name: Douglas W. Caterfino Name: Laura C. Conigliaro

By:/s/ Michael J. Certo By:/s/ Frank T. Connor
-------------------------------- --------------------------------
Name: Michael J. Certo Name: Frank T. Connor

By:/s/ Varkki P. Chacko By:/s/ Donna L. Conti
-------------------------------- --------------------------------
Name: Varkki P. Chacko Name: Donna L. Conti

By:/s/ David K. Chang By:/s/ Edith W. Cooper
-------------------------------- --------------------------------
Name: David K. Chang Name: Edith W. Cooper

By:/s/ Thomas P. Chang By:/s/ Philip A. Cooper
-------------------------------- --------------------------------
Name: Thomas P. Chang Name: Philip A. Cooper

By:/s/ Sacha A. Chiaramonte By:/s/ John W. Copeland
-------------------------------- --------------------------------
Name: Sacha A. Chiaramonte Name: John W. Copeland

By:/s/ Robert J. Christie By:/s/ Neil D. Crowder
-------------------------------- --------------------------------
Name: Robert J. Christie Name: Neil D. Crowder

By:/s/ Peter T. Cirenza By:/s/ John W. Curtis
-------------------------------- --------------------------------
Name: Peter T. Cirenza Name: John W. Curtis

By:/s/ Kent A. Clark By:/s/ Stephen C. Daffron
-------------------------------- --------------------------------
Name: Kent A. Clark Name: Stephen C. Daffron

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ John S. Daly By:/s/ Jana Hale Doty
-------------------------------- --------------------------------
Name: John S. Daly Name: Jana Hale Doty

By:/s/ Matthew S. Darnall By:/s/ Robert G. Doumar, Jr.
-------------------------------- --------------------------------
Name: Matthew S. Darnall Name: Robert G. Doumar, Jr.

By:/s/ Juan A. Del Rivero By:/s/ Michael B. Dubno
-------------------------------- --------------------------------
Name: Juan A. Del Rivero Name: Michael B. Dubno

By:/s/ Emanuel Derman By:/s/ William C. Dudley
-------------------------------- --------------------------------
Name: Emanuel Derman Name: William C. Dudley

By:/s/ Andrew C. Devenport By:/s/ Matthieu B. Duncan
-------------------------------- --------------------------------
Name: Andrew C. Devenport Name: Matthieu B. Duncan

By:/s/ Stephen D. Dias By:/s/ Karlo J. Duvnjak
-------------------------------- --------------------------------
Name: Stephen D. Dias Name: Karlo J. Duvnjak

By:/s/ Simon P. Dingemans By:/s/ Jay S. Dweck
-------------------------------- --------------------------------
Name: Simon P. Dingemans Name: Jay S. Dweck

By:/s/ Sandra D'Italia By:/s/ Isabelle Ealet
-------------------------------- --------------------------------
Name: Sandra D'Italia Name: Isabelle Ealet

By:/s/ Paula A. Dominick By:/s/ Herbert E. Ehlers
-------------------------------- --------------------------------
Name: Paula A. Dominick Name: Herbert E. Ehlers

By:/s/ Noel B. Donohoe By:/s/ Alexander S. Ehrlich
-------------------------------- --------------------------------
Name: Noel B. Donohoe Name: Alexander S. Ehrlich

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ John E. Eisenberg By:/s/ Robert P. Fisher, Jr.
-------------------------------- --------------------------------
Name: John E. Eisenberg Name: Robert P. Fisher, Jr.

By:/s/ Glenn D. Engel By:/s/ Stephen C. Fitzgerald
-------------------------------- --------------------------------
Name: Glenn D. Engel Name: Stephen C. Fitzgerald

By:/s/ Michael P. Esposito By:/s/ David N. Fleischer
-------------------------------- --------------------------------
Name: Michael P. Esposito Name: David N. Fleischer

By:/s/ George C. Estey By:/s/ Jeffrey S. Flug
-------------------------------- --------------------------------
Name: George C. Estey Name: Jeffrey S. Flug

By:/s/ Mark D. Ettenger By:/s/ Eric O. Fornell
-------------------------------- --------------------------------
Name: Mark D. Ettenger Name: Eric O. Fornell

By:/s/ Charles P. Eve By:/s/ Oliver L. Frankel
-------------------------------- --------------------------------
Name: Charles P. Eve Name: Oliver L. Frankel

By:/s/ Paul D. Farrell By:/s/ Matthew T. Fremont-Smith
-------------------------------- --------------------------------
Name: Paul D. Farrell Name: Matthew T. Fremont-Smith

By:/s/ Elizabeth C. Fascitelli By:/s/ C. Douglas Fuge
-------------------------------- --------------------------------
Name: Elizabeth C. Fascitelli Name: C. Douglas Fuge

By:/s/ Steven M. Feldman By:/s/ Emmanuel Gavaudan
-------------------------------- --------------------------------
Name: Steven M. Feldman Name: Emmanuel Gavaudan

By:/s/ Laurie R. Ferber By:/s/ Eduardo B. Gentil
-------------------------------- --------------------------------
Name: Laurie R. Ferber Name: Eduardo B. Gentil

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ H. John Gilbertson, Jr. By:/s/ Erol Hakanoglu
-------------------------------- --------------------------------
Name: H. John Gilbertson, Jr. Name: Erol Hakanoglu

By:/s/ Alan R. Gillespie By:/s/ Roger C. Harper
-------------------------------- --------------------------------
Name: Alan R. Gillespie Name: Roger C. Harper

By:/s/ Jay S. Goodgold By:/s/ Charles T. Harris III
-------------------------------- --------------------------------
Name: Jay S. Goodgold Name: Charles T. Harris III

By:/s/ Robert D. Gottlieb By:/s/ Shelley A. Hartman
-------------------------------- --------------------------------
Name: Robert D. Gottlieb Name: Shelley A. Hartman

By:/s/ William M. Grathwohl By:/s/ Nobumichi Hattori
-------------------------------- --------------------------------
Name: William M. Grathwohl Name: Nobumichi Hattori

By:/s/ David J. Greenwald By:/s/ Stephen J. Hay
-------------------------------- --------------------------------
Name: David J. Greenwald Name: Stephen J. Hay

By:/s/ Louis S. Greig By:/s/ Walter H. Haydock
-------------------------------- --------------------------------
Name: Louis S. Greig Name: Walter H. Haydock

By:/s/ Christopher Grigg By:/s/ Isabelle Hayen
-------------------------------- --------------------------------
Name: Christopher Grigg Name: Isabelle Hayen

By:/s/ Douglas C. Grip By:/s/ John P. Heanue
-------------------------------- --------------------------------
Name: Douglas C. Grip Name: John P. Heanue

By:/s/ Celeste A. Guth By:/s/ Robert C. Heathcote
-------------------------------- --------------------------------
Name: Celeste A. Guth Name: Robert C. Heathcote

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ R. Douglas Henderson By:/s/ Masahiro Iwano
-------------------------------- --------------------------------
Name: R. Douglas Henderson Name: Masahiro Iwano

By:/s/ Maykin Ho By:/s/ William L. Jacob III
-------------------------------- --------------------------------
Name: Maykin Ho Name: William L. Jacob III

By:/s/ Timothy E. Hodgson By:/s/ Mark M. Jacobs
-------------------------------- --------------------------------
Name: Timothy E. Hodgson Name: Mark M. Jacobs

By:/s/ Christopher G. Hogg By:/s/ Richard I. Jaffee
-------------------------------- --------------------------------
Name: Christopher G. Hogg Name: Richard I. Jaffee

By:/s/ Gregory T. Hoogkamp By:/s/ Dan H. Jester
-------------------------------- --------------------------------
Name: Gregory T. Hoogkamp Name: Dan H. Jester

By:/s/ Robert D. Hormats By:/s/ Daniel J. Jick
-------------------------------- --------------------------------
Name: Robert D. Hormats Name: Daniel J. Jick

By:/s/ Robert G. Hottensen, Jr. By:/s/ Robert H. Jolliffe
-------------------------------- --------------------------------
Name: Robert G. Hottensen, Jr. Name: Robert H. Jolliffe

By:/s/ James A. Hudis By:/s/ Robert C. Jones
-------------------------------- --------------------------------
Name: James A. Hudis Name: Robert C. Jones

By:/s/ Terry P. Hughes By:/s/ Reginald L. Jones III
-------------------------------- --------------------------------
Name: Terry P. Hughes Name: Reginald L. Jones III

By:/s/ Bimaljit S. Hundal By:/s/ Andrew J. Kaiser
-------------------------------- --------------------------------
Name: Bimaljit S. Hundal Name: Andrew J. Kaiser

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Donald G. Kane II By:/s/ Kevin M. Kelly
-------------------------------- --------------------------------
Name: Donald G. Kane II Name: Kevin M. Kelly

By:/s/ David A. Kaplan By:/s/ James T. Kiernan, Jr.
-------------------------------- --------------------------------
Name: David A. Kaplan Name: James T. Kiernan, Jr.

By:/s/ Jason S. Kaplan By:/s/ Sun Bae Kim
-------------------------------- --------------------------------
Name: Jason S. Kaplan Name: Sun Bae Kim

By:/s/ Carolyn F. Katz By:/s/ Colin E. King
-------------------------------- --------------------------------
Name: Carolyn F. Katz Name: Colin E. King

By:/s/ Sofia Katzap By:/s/ Robert C. King, Jr.
-------------------------------- --------------------------------
Name: Sofia Katzap Name: Robert C. King, Jr.

By:/s/ Haruo Kawamura By:/s/ Adrian P. Kingshott
-------------------------------- --------------------------------
Name: Haruo Kawamura Name: Adrian P. Kingshott

By:/s/ Tetsuya Kawano By:/s/ Ewan M. Kirk
-------------------------------- --------------------------------
Name: Tetsuya Kawano Name: Ewan M. Kirk

By:/s/ Sion P. Kearsey By:/s/ Michael K. Klingher
-------------------------------- --------------------------------
Name: Sion P. Kearsey Name: Michael K. Klingher

By:/s/ R. Mark Keating By:/s/ Craig A. Kloner
-------------------------------- --------------------------------
Name: R. Mark Keating Name: Craig A. Kloner

By:/s/ John L. Kelly By:/s/ Mark J. Kogan
-------------------------------- --------------------------------
Name: John L. Kelly Name: Mark J. Kogan

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ David J. Kostin By:/s/ Hughes B. Lepic
-------------------------------- --------------------------------
Name: David J. Kostin Name: Hughes B. Lepic

By:/s/ Koji Kotaka By:/s/ Alan B. Levande
-------------------------------- --------------------------------
Name: Koji Kotaka Name: Alan B. Levande

By:/s/ Christoph M. Ladanyi By:/s/ Thomas B. Lewis, Jr.
-------------------------------- --------------------------------
Name: Christoph M. Ladanyi Name: Thomas B. Lewis, Jr.

By:/s/ Pierre F. Lapeyre Jr. By:/s/ Mark E. Leydecker
-------------------------------- --------------------------------
Name: Pierre F. Lapeyre Jr. Name: Mark E. Leydecker

By:/s/ Bruce M. Larson By:/s/ Aaron D. Liberman
-------------------------------- --------------------------------
Name: Bruce M. Larson Name: Aaron D. Liberman

By:/s/ Susan R. Leadem By:/s/ Gwen R. Libstag
-------------------------------- --------------------------------
Name: Susan R. Leadem Name: Gwen R. Libstag

By:/s/ Andrew D. Learoyd By:/s/ Stephen C. Lichtenauer
-------------------------------- --------------------------------
Name: Andrew D. Learoyd Name: Stephen C. Lichtenauer

By:/s/ Donald C. Lee By:/s/ Roger A. Liddell
-------------------------------- --------------------------------
Name: Donald C. Lee Name: Roger A. Liddell

By:/s/ Kenneth H. M. Leet By:/s/ Richard J. Lieb
-------------------------------- --------------------------------
Name: Kenneth H. M. Leet Name: Richard J. Lieb

By:/s/ Paolo C. Leme By:/s/ Mitchell J. Lieberman
-------------------------------- --------------------------------
Name: Paolo C. Leme Name: Mitchell J. Lieberman

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Josephine Linden By:/s/ Sean O. Mahoney
-------------------------------- --------------------------------
Name: Josephine Linden Name: Sean O. Mahoney

By:/s/ Ernest S. Liu By:/s/ Jun Makihara
-------------------------------- --------------------------------
Name: Ernest S. Liu Name: Jun Makihara

By:/s/ David J. Lockwood By:/s/ Russell E. Makowsky
-------------------------------- --------------------------------
Name: David J. Lockwood Name: Russell E. Makowsky

By:/s/ Francisco Lopez-Balboa By:/s/ Charles G. R. Manby
-------------------------------- --------------------------------
Name: Francisco Lopez-Balboa Name: Charles G. R. Manby

By:/s/ Victor M. Lopez-Balboa By:/s/ Barry A. Mannis
-------------------------------- --------------------------------
Name: Victor M. Lopez-Balboa Name: Barry A. Mannis

By:/s/ Antigone Loudiadis By:/s/ Richard J. Markowitz
-------------------------------- --------------------------------
Name: Antigone Loudiadis Name: Richard J. Markowitz

By:/s/ C. Richard Lucy By:/s/ Robert J. Markwick
-------------------------------- --------------------------------
Name: C. Richard Lucy Name: Robert J. Markwick

By:/s/ Michael C. Luethke By:/s/ Jacques Martin
-------------------------------- --------------------------------
Name: Michael C. Luethke Name: Jacques Martin

By:/s/ Shogo Maeda By:/s/ John J. Masterson
-------------------------------- --------------------------------
Name: Shogo Maeda Name: John J. Masterson

By:/s/ John A. Mahoney By:/s/ Kathy M. Matsui
-------------------------------- --------------------------------
Name: John A. Mahoney Name: Kathy M. Matsui

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Tadanori Matsumura By:/s/ Audrey A. McNiff
-------------------------------- --------------------------------
Name: Tadanori Matsumura Name: Audrey A. McNiff

By:/s/ Heinz Thomas Mayer By:/s/ Anne Welsh McNulty
-------------------------------- --------------------------------
Name: Heinz Thomas Mayer Name: Anne Welsh McNulty

By:/s/ Richard X. McArdle By:/s/ David M. Meerschwam
-------------------------------- --------------------------------
Name: Richard X. McArdle Name: David M. Meerschwam

By:/s/ Theresa E. McCabe By:/s/ Richard W. Meister
-------------------------------- --------------------------------
Name: Theresa E. McCabe Name: Richard W. Meister

By:/s/ Joseph M. McConnell By:/s/ Amos Meron
-------------------------------- --------------------------------
Name: Joseph M. McConnell Name: Amos Meron

By:/s/ Mark E. McGoldrick By:/s/ Kenneth A. Miller
-------------------------------- --------------------------------
Name: Mark E. McGoldrick Name: Kenneth A. Miller

By:/s/ Stephen J. McGuinness By:/s/ Therese L. Miller
-------------------------------- --------------------------------
Name: Stephen J. McGuinness Name: Therese L. Miller

By:/s/ John C. McIntire By:/s/ James E. Milligan
-------------------------------- --------------------------------
Name: John C. McIntire Name: James E. Milligan

By:/s/ John W. McMahon By:/s/ Peter A. Mindnich
-------------------------------- --------------------------------
Name: John W. McMahon Name: Peter A. Mindnich

By:/s/ Geraldine F. McManus By:/s/ Edward S. Misrahi
-------------------------------- --------------------------------
Name: Geraldine F. McManus Name: Edward S. Misrahi

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Kurt C. Mobley By:/s/ Kiyotaka Nakamura
-------------------------------- --------------------------------
Name: Kurt C. Mobley Name: Kiyotaka Nakamura

By:/s/ Yukihiro Moroe By:/s/ Trevor Nash
-------------------------------- --------------------------------
Name: Yukihiro Moroe Name: Trevor Nash

By:/s/ Matthias R. Mosler By:/s/ Warwick M. Negus
-------------------------------- --------------------------------
Name: Matthias R. Mosler Name: Warwick M. Negus

By:/s/ Jeffrey M. Moslow By:/s/ Duncan L. Niederauer
-------------------------------- --------------------------------
Name: Jeffrey M. Moslow Name: Duncan L. Niederauer

By:/s/ Ian Mukherjee By:/s/ Christopher K. Norton
-------------------------------- --------------------------------
Name: Ian Mukherjee Name: Christopher K. Norton

By:/s/ Donald J. Mulvihill By:/s/ Jay S. Nydick
-------------------------------- --------------------------------
Name: Donald J. Mulvihill Name: Jay S. Nydick

By:/s/ Patrick E. Mulvihill By:/s/ Jinsuk T. Oh
-------------------------------- --------------------------------
Name: Patrick E. Mulvihill Name: Jinsuk T. Oh

By:/s/ Richard A. Murley By:/s/ John C. O'Hara
-------------------------------- --------------------------------
Name: Richard A. Murley Name: John C. O'Hara

By:/s/ Gaetano J. Muzio By:/s/ Richard T. Ong
-------------------------------- --------------------------------
Name: Gaetano J. Muzio Name: Richard T. Ong

By:/s/ Michiya Nagai By:/s/ Ronald M. Ongaro
-------------------------------- --------------------------------
Name: Michiya Nagai Name: Ronald M. Ongaro

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Daniel B. O'Rourke By:/s/ Dioscoro-Roy I. Ramos
-------------------------------- --------------------------------
Name: Daniel B. O'Rourke Name: Dioscoro-Roy I. Ramos

By:/s/ Robert N. Packer By:/s/ Charlotte P. Ransom
-------------------------------- --------------------------------
Name: Robert N. Packer Name: Charlotte P. Ransom

By:/s/ Mukesh K. Parekh By:/s/ Joseph Ravitch
-------------------------------- --------------------------------
Name: Mukesh K. Parekh Name: Joseph Ravitch

By:/s/ Melissa B. Patrusky By:/s/ Anthony John Reizenstein
-------------------------------- --------------------------------
Name: Melissa B. Patrusky Name: Anthony John Reizenstein

By:/s/ Alberto M. Piedra, Jr. By:/s/ John F. W. Rogers
-------------------------------- --------------------------------
Name: Alberto M. Piedra, Jr. Name: John F. W. Rogers

By:/s/ Stephen R. Pierce By:/s/ Pamela P. Root
-------------------------------- --------------------------------
Name: Stephen R. Pierce Name: Pamela P. Root

By:/s/ Philip J. Pifer By:/s/ Jacob D. Rosengarten
-------------------------------- --------------------------------
Name: Philip J. Pifer Name: Jacob D. Rosengarten

By:/s/ Andrea Ponti By:/s/ Paul M. Russo
-------------------------------- --------------------------------
Name: Andrea Ponti Name: Paul M. Russo

By:/s/ Michael J. Poulter By:/s/ J. Michael Sanders
-------------------------------- --------------------------------
Name: Michael J. Poulter Name: J. Michael Sanders

By:/s/ John J. Rafter By:/s/ Allen Sangines-Krause
-------------------------------- --------------------------------
Name: John J. Rafter Name: Allen Sangines-Krause

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ P. Sheridan Schechner By:/s/ Allen W. Sinsheimer
-------------------------------- --------------------------------
Name: P. Sheridan Schechner Name: Allen W. Sinsheimer

By:/s/ Gary B. Schermerhorn By:/s/ Edward M. Siskind
-------------------------------- --------------------------------
Name: Gary B. Schermerhorn Name: Edward M. Siskind

By:/s/ Mitchell I. Scherzer By:/s/ Mark F. Slaughter
-------------------------------- --------------------------------
Name: Mitchell I. Scherzer Name: Mark F. Slaughter

By:/s/ Steven M. Scopellite By:/s/ Michael M. Smith
-------------------------------- --------------------------------
Name: Steven M. Scopellite Name: Michael M. Smith

By:/s/ David J. Scudellari By:/s/ Sarah E. Smith
-------------------------------- --------------------------------
Name: David J. Scudellari Name: Sarah E. Smith

By:/s/ John P. Shaughnessy By:/s/ Randolph C. Snook
-------------------------------- --------------------------------
Name: John P. Shaughnessy Name: Randolph C. Snook

By:/s/ Robert J. Shea, Jr. By:/s/ Judah C. Sommer
-------------------------------- --------------------------------
Name: Robert J. Shea, Jr. Name: Judah C. Sommer

By:/s/ Richard P. Simon By:/s/ Theodore T. Sotir
-------------------------------- --------------------------------
Name: Richard P. Simon Name: Theodore T. Sotir

By:/s/ Victor R. Simone, Jr. By:/s/ Robert S. Stellato
-------------------------------- --------------------------------
Name: Victor R. Simone, Jr. Name: Robert S. Stellato

By:/s/ Ravi Sinha By:/s/ Raymond S. Stolz
-------------------------------- --------------------------------
Name: Ravi Sinha Name: Raymond S. Stolz

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Steven H. Strongin By:/s/ Michael A. Troy
-------------------------------- --------------------------------
Name: Steven H. Strongin Name: Michael A. Troy

By:/s/ Andrew J. Stuart By:/s/ Barry S. Turkanis
-------------------------------- --------------------------------
Name: Andrew J. Stuart Name: Barry S. Turkanis

By:/s/ Patrick Sullivan By:/s/ Harkanwar Uberoi
-------------------------------- --------------------------------
Name: Patrick Sullivan Name: Harkanwar Uberoi

By:/s/ George M. Suspanic By:/s/ Kaysie P. Uniacke
-------------------------------- --------------------------------
Name: George M. Suspanic Name: Kaysie P. Uniacke

By:/s/ Gary A. Syman By:/s/ Hugo H. Van Vredenburch
-------------------------------- --------------------------------
Name: Gary A. Syman Name: Hugo H. Van Vredenburch

By:/s/ John H. Taylor By:/s/ John J. Vaske
-------------------------------- --------------------------------
Name: John H. Taylor Name: John J. Vaske

By:/s/ Robert E. Taylor By:/s/ Oksana Vayner-Ryklin
-------------------------------- --------------------------------
Name: Robert E. Taylor Name: Oksana Vayner-Ryklin

By:/s/ Greg W. Tebbe By:/s/ Nicholas J. Walsh
-------------------------------- --------------------------------
Name: Greg W. Tebbe Name: Nicholas J. Walsh

By:/s/ Daisuke Toki By:/s/ David R. Walton
-------------------------------- --------------------------------
Name: Daisuke Toki Name: David R. Walton

By:/s/ Mark J. Tracey By:/s/ Hsueh-Ming Wang
-------------------------------- --------------------------------
Name: Mark J. Tracey Name: Hsueh-Ming Wang

<PAGE>

Signature Page 2
to
Shareholders' Agreement

By:/s/ Haruko Watanuki By:/s/ Zi Wang Xu
-------------------------------- --------------------------------
Name: Haruko Watanuki Name: Zi Wang Xu

By:/s/ Edward F. Watts Jr. By:/s/ Tetsufumi Yamakawa
-------------------------------- --------------------------------
Name: Edward F. Watts Jr. Name: Tetsufumi Yamakawa

By:/s/ David M. Weil By:/s/ Jaime E. Yordan
-------------------------------- --------------------------------
Name: David M. Weil Name: Jaime E. Yordan

By:/s/ Mark S. Weiss By:/s/ W. Thomas York Jr.
-------------------------------- --------------------------------
Name: Mark S. Weiss Name: W. Thomas York Jr.

By:/s/ Bradley W. Wendt By:/s/ Paolo Zannoni
-------------------------------- --------------------------------
Name: Bradley W. Wendt Name: Paolo Zannoni

By:/s/ Peter S. Wheeler By:/s/ Joan H. Zief
-------------------------------- --------------------------------
Name: Peter S. Wheeler Name: Joan H. Zief

By:/s/ Barbara A. White By:/s/ James P. Ziperski
-------------------------------- --------------------------------
Name: Barbara A. White Name: James P. Ziperski

By:/s/ A. Carver Wickman
--------------------------------
Name: A. Carver Wickman

By:/s/ Susan A. Willetts
--------------------------------
Name: Susan A. Willetts

By:/s/ Todd A. Williams
--------------------------------
Name: Todd A. Williams

Dated: May 7, 1999

<PAGE>

APPENDIX A

PARTIES TO THE SHAREHOLDERS' AGREEMENT

NAME

Bradley I. Abelow
Peter C. Aberg
Paul M. Achleitner
Jonathan R. Aisbitt
Elliot M. Alchek
Andrew M. Alper
Philippe J. Altuzarra
Kazutaka P. Arai
David M. Atkinson
Mitchel J. August
Armen A. Avanessians
John S. Barakat
Barbara J. Basser-Bigio
David M. Baum
Robert A. Beckwitt
Jonathan A. Beinner
Ron E. Beller
Tarek M. Ben Halim
Jaime I. Bergel
Todd L. Bergman
Milton R. Berlinski
Andrew S. Berman
Frances R. Bermanzohn
Jeffrey J. Bernstein
Robert A. Berry
Jean-Luc Biamonti
James J. Birch
Lloyd C. Blankfein
David W. Blood
David R. Boles
David A. Bolotsky
Charles W.A. Bott
Charles C. Bradford III
Benjamin S. Bram
Thomas C. Brasco
Peter L. Briger Jr.

<PAGE>

APPENDIX A (CONT.)

Craig W. Broderick
Richard J. Bronks
Charles K. Brown
Vern J. Brownell
Peter D. Brundage
Lawrence R. Buchalter
Steven M. Bunson
Timothy B. Bunting
Calvert C. Burkhart
Michael S. Burton
George H. Butcher III
Lawrence V. Calcano
John D. Campbell
Richard M. Campbell-Breeden
Anthony H. Carpet
Michael J.Carr
Christopher J. Carrera
Virginia E. Carter
Calvin R. Carver, Jr.
Mary Ann Casati
Chris Casciato
Douglas W. Caterfino
Michael J. Certo
Varkki P. Chacko
David K. Chang
Thomas P. Chang
Sacha A. Chiaramonte
Andrew A. Chisholm
Robert J. Christie
Peter T. Cirenza
Kent A. Clark
Zachariah Cobrinik
Abby Joseph Cohen
Gary D. Cohn
Christopher A. Cole
Timothy J. Cole
Laura C. Conigliaro
Frank T. Connor
Donna L. Conti
Edith W. Cooper
Philip A. Cooper
John W. Copeland
Carlos A. Cordeiro

<PAGE>

APPENDIX A (CONT.)

Henry Cornell
E. Gerald Corrigan
Jon S. Corzine
Claudio Costamagna
Frank L. Coulson, Jr.
Randolph L. Cowen
Neil D. Crowder
John W. Curtis
Stephen C. Daffron
John S. Daly
Philip M. Darivoff
Matthew S. Darnall
Timothy D. Dattels
Gavyn Davies
David A. Dechman
Paul C. Deighton
Juan A. Del Rivero
Robert V. Delaney
Joseph Della Rosa
Emanuel Derman
Andrew C. Devenport
Stephen D. Dias
Alexander C. Dibelius
Simon P. Dingemans
Sandra D'Italia
Paula A. Dominick
Noel B. Donohoe
Jana Hale Doty
Robert G. Doumar, Jr.
John O. Downing
Michael B. Dubno
Connie K. Duckworth
William C. Dudley
Matthieu B. Duncan
C. Steven Duncker
Karlo J. Duvnjak
Jay S. Dweck
Gordon E. Dyal
Isabelle Ealet
Glenn P. Earle
Paul S. Efron
Herbert E. Ehlers
Alexander S. Ehrlich

<PAGE>

APPENDIX A (CONT.)

John E. Eisenberg
Glenn D. Engel
Michael P. Esposito
George C. Estey
Mark D. Ettenger
J. Michael Evans
W. Mark Evans
Charles P. Eve
Paul D. Farrell
Elizabeth C. Fascitelli
Pieter Maarten Feenstra
Steven M. Feldman
Laurie R. Ferber
Robert P. Fisher, Jr.
Lawton W. Fitt
Stephen C. Fitzgerald
David N. Fleischer
Jeffrey S. Flug
David B. Ford
Eric O. Fornell
Edward C. Forst
Oliver L. Frankel
Matthew T. Fremont-Smith
Christopher G. French
Richard A. Friedman
C. Douglas Fuge
Joseph D. Gatto
Emmanuel Gavaudan
Eduardo B. Gentil
Peter C. Gerhard
Nomi P. Ghez
H. John Gilbertson, Jr.
Alan R. Gillespie
Joseph H. Gleberman
Richard J. Gnodde
Jeffrey B. Goldenberg
Jacob D. Goldfield
Amy O. Goodfriend
Jay S. Goodgold
Andrew M. Gordon
Robert D. Gottlieb
Geoffrey T. Grant
William M. Grathwohl

<PAGE>

APPENDIX A (CONT.)

David J. Greenwald
Louis S. Greig
Christopher Grigg
Douglas C. Grip
Eric P. Grubman
Celeste A. Guth
Joseph D. Gutman
Erol Hakanoglu
Roger C. Harper
Charles T. Harris III
Robert S. Harrison
Shelley A. Hartman
Nobumichi Hattori
Stephen J. Hay
Walter H. Haydock
Isabelle Hayen
Thomas J. Healey
John P. Heanue
Robert C. Heathcote
Sylvain M. Hefes
David B. Heller
Steven M. Heller
R. Douglas Henderson
David L. Henle
Mary C. Henry
Robert E. Higgins
M. Roch Hillenbrand
Maykin Ho
Timothy E. Hodgson
Jacquelyn M. Hoffman-Zehner
Christopher G. Hogg
Gregory T. Hoogkamp
Robert D. Hormats
Robert G. Hottensen, Jr.
James A. Hudis
Terry P. Hughes
Bimaljit S. Hundal
Robert J. Hurst
Francis J. Ingrassia
Timothy J. Ingrassia
Masahiro Iwano
William L. Jacob III
Mark M. Jacobs

<PAGE>

APPENDIX A (CONT.)

Richard I. Jaffee
Reuben Jeffery III
Stefan J. Jentzsch
Dan H. Jester
Daniel J. Jick
Robert H. Jolliffe
Robert C. Jones
Reginald L. Jones III
Chansoo Joung
Andrew J. Kaiser
Donald G. Kane II
Ann F. Kaplan
Barry A. Kaplan
David A. Kaplan
Jason S. Kaplan
Robert S. Kaplan
Scott B. Kapnick
Erland S. Karlsson
Carolyn F. Katz
Robert J. Katz
Sofia Katzap
Haruo Kawamura
Tetsuya Kawano
Sion P. Kearsey
R. Mark Keating
John L. Kelly
Kevin W. Kennedy
Peter D. Kiernan III
James T. Kiernan, Jr.
Sun Bae Kim
Douglas W. Kimmelman
Colin E. King
Robert C. King, Jr.
Adrian P. Kingshott
Ewan M. Kirk
Michael K. Klingher
Craig A. Kloner
Bradford C. Koenig
Mark J. Kogan
Jonathan L. Kolatch
David J. Kostin
Koji Kotaka
Peter S. Kraus

<PAGE>

APPENDIX A (CONT.)

Christoph M. Ladanyi
David G. Lambert
Pierre F. Lapeyre Jr.
Bruce M. Larson
Thomas D. Lasersohn
Anthony D. Lauto
Susan R. Leadem
Andrew D. Learoyd
Donald C. Lee
Kenneth H. M. Leet
Paulo C. Leme
Hughes B. Lepic
Alan B. Levande
Thomas B. Lewis, Jr.
Mark E. Leydecker
Matthew G. L'Heureux
Aaron D. Liberman
Gwen R. Libstag
Stephen C. Lichtenauer
Roger A. Liddell
Richard J. Lieb
Mitchell J. Lieberman
Josephine Linden
Lawrence H. Linden
Robert Litterman
Robert H. Litzenberger
Ernest S. Liu
David J. Lockwood
Jonathan M. Lopatin
Francisco Lopez-Balboa
Victor M. Lopez-Balboa
Antigone Loudiadis
C. Richard Lucy
Michael C. Luethke
Michael R. Lynch
Shogo Maeda
John A. Mahoney
Sean O. Mahoney
Jun Makihara
Russell E. Makowsky
Peter G.C. Mallinson
Charles G. R. Manby
Barry A. Mannis

<PAGE>

APPENDIX A (CONT.)

Richard J. Markowitz
Ronald G. Marks
Robert J. Markwick
Eff W. Martin
Jacques Martin
John J. Masterson
David J. Mastrocola
Kathy M. Matsui
Tadanori Matsumura
Heinz Thomas Mayer
Richard X. McArdle
Theresa E. McCabe
Joseph M. McConnell
Mark E. McGoldrick
Stephen J. McGuinness
John C. McIntire
John W. McMahon
Geraldine F. McManus
Audrey A. McNiff
Anne Welsh McNulty
John P. McNulty
E. Scott Mead
David M. Meerschwam
Sanjeev K. Mehra
Richard W. Meister
Amos Meron
T. Willem Mesdag
Kenneth A. Miller
Therese L. Miller
James E. Milligan
Eric M. Mindich
Peter A. Mindnich
Edward S. Misrahi
Steven T. Mnuchin
Kurt C. Mobley
Masanori Mochida
Karsten N. Moller
Thomas K. Montag
Wayne L. Moore
Yukihiro Moroe
Robert B. Morris III
Michael P. Mortara
Matthias R. Mosler

<PAGE>

APPENDIX A (CONT.)

Jeffrey M. Moslow
Sharmin Mossavar-Rahmani
Ian Mukherjee
Edward A. Mule
Donald J. Mulvihill
Patrick E. Mulvihill
Richard A. Murley
Philip D. Murphy
Thomas S. Murphy, Jr.
Gaetano J. Muzio
Michiya Nagai
Kiyotaka Nakamura
Avi M. Nash
Trevor Nash
Warwick M. Negus
Daniel M. Neidich
Kipp M. Nelson
Robin Neustein
Duncan L. Niederauer
Suzanne M. Nora Johnson
Christopher K. Norton
Michael E. Novogratz
Jay S. Nydick
Alok Oberoi
Jinsuk T. Oh
John C. O'Hara
Terence J. O'Neill
Timothy J. O'Neill
Richard T. Ong
Ronald M. Ongaro
Donald C. Opatrny, Jr.
Daniel B. O'Rourke
Robert J. O'Shea
Greg M. Ostroff
Terence M. O'Toole
Robert J. Pace
Robert N. Packer
Gregory K. Palm
Mukesh K. Parekh
Melissa B. Patrusky
Henry M. Paulson, Jr.
Alberto M. Piedra Jr.
Stephen R. Pierce

<PAGE>

APPENDIX A (CONT.)

Philip J. Pifer
Scott M. Pinkus
Timothy C. Plaut
Andrea Ponti
Wiet H. Pot
Michael J. Poulter
John J. Powers
Michael A. Price
Scott S. Prince
Stephen D. Quinn
John J. Rafter
Dioscoro-Roy I. Ramos
Charlotte P. Ransom
Michael G. Rantz
Joseph Ravitch
Girish V. Reddy
Arthur J. Reimers
Anthony John Reizenstein
James P. Riley, Jr.
Simon M. Robertson
J. David Rogers
John F.W. Rogers
Emmanuel Roman
Pamela P. Root
Ralph F. Rosenberg
Jacob D. Rosengarten
Stuart M. Rothenberg
Michael S. Rubinoff
Paul M. Russo
Richard M. Ruzika
John C. Ryan
Michael D. Ryan
J. Michael Sanders
Allen Sangines-Krause
Richard A. Sapp
Joseph Sassoon
Tsutomu Sato
Muneer A. Satter
Jonathan S. Savitz
Peter Savitz
P. Sheridan Schechner
Gary B. Schermerhorn
Mitchell I. Scherzer

<PAGE>

APPENDIX A (CONT.)

Howard B. Schiller
Antoine Schwartz
Eric S. Schwartz
Mark Schwartz
Steven M. Scopellite
David J. Scudellari
Charles B. Seelig, Jr.
Steven M. Shafran
Richard S. Sharp
John P. Shaughnessy
Robert J. Shea, Jr.
James M. Sheridan
Richard G. Sherlund
Michael S. Sherwood
Howard A. Silverstein
Richard P. Simon
Victor R. Simone, Jr.
Dinakar Singh
Ravi Sinha
Allen W. Sinsheimer
Edward M. Siskind
Christian J. Siva-Jothy
Mark F. Slaughter
Cody J Smith
Michael M. Smith
Sarah E. Smith
Randolph C. Snook
Jonathan S. Sobel
Judah C. Sommer
Theodore T. Sotir
Marc A. Spilker
Daniel W. Stanton
Esta E. Stecher
Fredric E. Steck
Robert K. Steel
Robert S. Stellato
Raymond S. Stolz
Steven H. Strongin
Andrew J. Stuart
Patrick Sullivan
Hsueh J. Sung
George M. Suspanic
Peter D. Sutherland

<PAGE>

APPENDIX A (CONT.)

Gene T. Sykes
Gary A. Syman
John H. Taylor
Robert E. Taylor
Greg W. Tebbe
Mark R. Tercek
Donald F. Textor
John A. Thain
John L. Thornton
Daisuke Toki
John R. Tormondsen
Leslie C. Tortora
John L. Townsend, III
Mark J. Tracey
Byron D. Trott
Michael A. Troy
Robert B. Tudor III
Thomas E. Tuft
Barry S. Turkanis
Malcolm B. Turnbull
Harkanwar Uberoi
Kaysie P. Uniacke
John E. Urban
Hugo H. Van Vredenburch
Lee G. Vance
John J. Vaske
Oksana Vayner-Ryklin
David A. Viniar
Barry S. Volpert
George H. Walker
Thomas B. Walker III
Nicholas J. Walsh
David R. Walton
Hsueh-Ming Wang
Patrick J. Ward
Haruko Watanuki
Edward F. Watts Jr.
David M. Weil
John S. Weinberg
Peter A. Weinberg
Mark S. Weiss
George W. Wellde, Jr.
Bradley W. Wendt

<PAGE>

APPENDIX A (CONT.)
Peter S. Wheeler
Barbara A. White
A. Carver Wickman
Susan A. Willetts
Anthony G. Williams
Gary W. Williams
Todd A. Williams
Kendrick R. Wilson III
Jon Winkelried
Steven J. Wisch
Richard E. Witten
Tracy R. Wolstencroft
Zi Wang Xu
Tetsufumi Yamakawa
Yasuyo Yamazaki
Danny O. Yee
Jaime E. Yordan
W. Thomas York Jr.
Michael J. Zamkow
Paolo Zannoni
Yoel Zaoui
Gregory H. Zehner
Jide J. Zeitlin
Joan H. Zief
Joseph R. Zimmel
James P. Ziperski
Barry L. Zubrow
Mark A. Zurack

Exhibit B

VOTING AGREEMENT

Voting Agreement, dated as of April 30, 1999 (the "Voting Agreement"),
by and among The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."),
on the one hand, and The Trustees of the Estate of Bernice Pauahi Bishop, a
private educational charitable trust organized under the laws of the State of
Hawaii (the "Bishop Estate") and Kamehameha Activities Association, a Hawaii
non-profit corporation ("Knight"), on the other hand.

WHEREAS, pursuant to the Subscription Agreement, dated as of April 24,
1992 (the "1992 Subscription Agreement"), among the Bishop Estate, Pauahi
Holdings Corporation, a Hawaii corporation ("Knight's Parent"), and Royal
Hawaiian Shopping Center, Inc., a Hawaii corporation ("RHSC"), on the one hand,
and The Goldman Sachs Group, L.P., a limited partnership organized under the
laws of Delaware (the "Partnership"), on the other, the Bishop Estate, Knight's
Parent and RHSC each delivered to the Partnership its irrevocable proxy, dated
April 24, 1992, in the form of Annexes 4(a) and 4(b) to the 1992 Subscription
Agreement (the "1992 Proxies");

WHEREAS, pursuant to the Subscription Agreement, dated as of November
21, 1994 (the "1994 Subscription Agreement" and, collectively with the 1992
Subscription Agreement, as amended by the letter agreement, dated March 15, 1999
of which this Voting Agreement is Annex B, the "Subscription Agreements"), among
the Bishop Estate, Knight's Parent and RHSC, on the one hand, and the
Partnership, on the other, the Bishop Estate, Knight's Parent and RHSC each
delivered to the Partnership its irrevocable proxy, dated November 21, 1994, in
the form of Annexes 4(a) and 4(b) to the 1994 Subscription Agreement (the "1994
Proxies" and, collectively with the 1992 Proxies, the "Proxies");

WHEREAS, on July 15, 1998, RHSC was merged with and into Knight's
Parent and Knight's Parent assumed all of the rights and obligations of RHSC,
including RHSC's obligations under the Subscription Agreements, the Proxies and
the Memorandum of Agreement (defined below);

WHEREAS, on July 15, 1998, through a series of transfers and mergers,
Knight's Parent was merged with and into its successor and Knight, pursuant to
the Assumption Agreement, dated as of July 15, 1998, between Knight and RHSC for
the benefit of the Partnership, Knight assumed all of the rights and obligations
of RHSC and Knight's Parent under the Subscription

<PAGE>

Agreements, the Proxies and the Memorandum of Agreement and agreed to be bound
thereby;

WHEREAS, pursuant to a Plan of Incorporation adopted pursuant to
Article I, Section 14 of the Partnership's Amended and Restated Memorandum of
Agreement, dated as of November 28, 1998 (the "Memorandum of Agreement"), GS
Inc. will succeed to the business of the Partnership and, in connection
therewith and pursuant to the terms of the Knight Partnership Provisions of (and
as defined in) the Memorandum of Agreement and the Subscription Agreements, GS
Inc. will issue securities to Knight;

WHEREAS, the Securities are subject to the Proxies and GS Inc. is
willing to terminate the Proxies in consideration of the agreements and
undertakings of the Bishop Estate and Knight contained herein;

GS Inc., the Bishop Estate and Knight hereby agree as follows:

1. The Partnership and GS Inc., as successor to the Partnership, issuer
of the securities and beneficiary of the Proxies, release each of the
Bishop Estate and Knight from its Proxy.

2. Each of the Bishop Estate and Knight agree, during the period of
limited duration specified below, to vote any and all securities of GS Inc.
or of any subsidiary of GS Inc. which have any voting rights, general or
special (herein collectively referred to as "Securities"), and which the
Bishop Estate or Knight may from time to time hold of record or
beneficially own, and agree to cause any direct or indirect subsidiary of
the Bishop Estate to vote any securities of GS Inc. or any subsidiary
thereof that may be acquired by such subsidiary of the Bishop Estate, at
any meeting of stockholders of GS Inc. or any such subsidiary (as the case
may be), and to provide written consent on behalf of the Bishop Estate,
Knight or any such subsidiary as to any matter as to which written consent
is sought from the owners of any Securities, in each case (x) with respect
to Securities of GS Inc., in the same manner as the majority of the shares
of common stock held by the managing directors of GS Inc. shall be voted or
consented in the vote of the stockholders of GS Inc. and (y) in the case of
Securities of a subsidiary of GS Inc., in the same manner as the shares of
common stock held by the immediate parent of such subsidiary shall be voted
or consented. Notwithstanding the foregoing, however, this agreement shall
not extend to the approval of any change or modification in (i) the
Registration Rights Agreement, the Subscription Agreements or this
Agreement or (ii) the material terms of any Securities

-2-

<PAGE>

held by the Bishop Estate or Knight. For purposes of this Voting Agreement,
the exchange, conversion or other transfer of Securities or any other
securities by or on behalf of the Bishop Estate, Knight or any direct or
indirect subsidiary of the Bishop Estate or Knight for other securities of
GS Inc. (or any successor or assign thereof) pursuant to and in accordance
with the Subscription Agreements and/or the Knight Partnership Provisions
shall not be considered a change in the material terms of Securities held
by the Bishop Estate or Knight.

3. For purposes of this Voting Agreement, "Securities" includes,
without limitation, any securities which have voting rights, general or
special of GS Inc. or any subsidiary thereof issued to Knight pursuant to
the Subscription Agreements or the "Knight Partnership Provisions" referred
to in the Subscription Agreements. The provisions of this Agreement shall
apply to Securities of any successor or assign of GS Inc. (except an
acquirer of the business of GS Inc. as referred to in Section 6(c) of the
Knight Partnership Provisions) on the terms set forth therein.

4. This Voting Agreement shall terminate on the date of the final
disposition by the Bishop Estate and Knight of any and all Securities
referred to in Section 13(c) of the Subscription Agreements or the
cancellation thereof.

5. To the extent (if any) the Bishop Estate and Knight would retain
under law, regardless of the agreements in paragraph 2 hereof, any residual
rights inconsistent with paragraph 2 hereof, each of the Bishop Estate and
Knight, in consideration of the release by the Partnership and GS Inc. of
each of the Bishop Estate and Knight from its Proxy, and as agreed with
(and relied on by) the Partnership and GS Inc., hereby specifically and
expressly (i) waives such rights, (ii) agrees never to exercise such rights
and (iii) agrees never to claim, as a complaint or a defense, or otherwise
assert that this Voting Agreement is not valid or enforceable.

6. The invalidity or unenforceability of any provisions of this Voting
Agreement shall not affect the validity or enforceability of any other
provision. To the extent (if any) any provision hereof is deemed invalid or
unenforceable by its scope but may be made valid or enforceable by
limitations thereon, the undersigned intend that this Voting Agreement
shall be valid and enforceable to the fullest extent permitted by law.

-3-

<PAGE>

7. (a) THIS VOTING AGREEMENT SHALL BE GOVERNED BY AND WILL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE.

(b) Any dispute, controversy or claim arising out of or relating to
provisions of this Voting Agreement shall be finally settled by arbitration
in accordance with the Arbitration Rules of the United Nations Commission
on International Trade Law ("UNCITRAL") in effect on the date of this
Agreement. The number of arbitrators shall be three and the Administering
Authority shall be the American Arbitration Association. The tribunal shall
adopt rules of procedure supplementary to the rules of UNCITRAL as it deems
equitable under the circumstances. All direct costs of an arbitration
proceeding under this Section, including fees and expenses of arbitration,
shall be borne by the party incurring them. The place of arbitration shall
be The City of New York. The arbitration shall be conducted in the English
language. An award rendered by all or a majority of the arbitrators shall
be final and binding, and judgment may be entered upon it in any court
having jurisdiction. In no event shall this subsection be construed as
conferring upon any court authority or jurisdiction to inquire into or
review such award on its merits. The parties agree to exclude any right of
application or appeal to the Federal, New York State and any other courts
in connection with any question of law or fact arising in the course of the
arbitration or with respect to any award made.

8. 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 Bishop Estate or Knight, at Kamehameha Activities Association, 567
South King Street, Suite 150, Honolulu, Hawaii 96813, Attention: President,
or at such other address as Knight shall furnish to GS Inc. in writing, or
(b) if to the Partnership or GS Inc., at 85 Broad Street, New York, New
York 10004, Attention: General Counsel, or at such other address as GS Inc.
shall furnish to the Bishop Estate or Knight in writing.

9. This Voting Agreement will be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the
parties hereto; provided, that this Voting Agreement shall not be binding
upon a transferee of Securities that is not affiliated with the Bishop
Estate or Knight who acquired such Securities in a disposition which is
permitted under the Subscription Agreements. This Voting Agreement

-4-

<PAGE>

may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.

-5-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date above written.

THE TRUSTEES OF THE ESTATE OF BERNICE
PAUAHI BISHOP

By: /s/ Richard Sung Hong Wong
----------------------------------------
Richard Sung Hong Wong

By: /s/ Oswald Kofoad Stender
----------------------------------------
Oswald Kofoad Stender

By: /s/ Henry Haalilio Peters
----------------------------------------
Henry Haalilio Peters

KAMEHAMEHA ACTIVITIES ASSOCIATION

By: /s/ Wallace G.K. Chin
----------------------------------------
Wallace G.K. Chin

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Robert J. Katz
----------------------------------------
Robert J. Katz
Executive Vice President

-6-

Exhibit C

VOTING AGREEMENT

Voting Agreement, dated as of April 30, 1999 (the "Voting Agreement"),
by and among The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."),
on the one hand, and The Sumitomo Bank, Limited, a corporation organized under
the laws of Japan ("Sumitomo"), and Sumitomo Bank Capital Markets, Inc., a
Delaware corporation and a wholly-owned subsidiary of Sumitomo ("SBCM"), on the
other hand.

WHEREAS, pursuant to the Amended and Restated Subscription Agreement,
dated as of March 28, 1989 (as amended by the letter agreement, dated March 15,
1999 of which this Voting Agreement is Annex C, the "Subscription Agreement"),
among Sumitomo and SBCM, on the one hand, and Goldman, Sachs & Co., a New York
limited partnership ("GSNY"), and The Goldman Sachs Group, L.P., a Delaware
limited partnership (the "Partnership"), on the other, Sumitomo and SBCM each
delivered to the Partnership its irrevocable proxy, dated March 28, 1989, in the
form of Annexes 5(a) and 5(b) to the Subscription Agreement (the "Proxies");

WHEREAS, pursuant to a Plan of Incorporation adopted pursuant to
Article I, Section 14 of the Amended and Restated Memorandum of Agreement, dated
as of November 28, 1998 (the "Memorandum of Agreement") of the Partnership, GS
Inc. will succeed to the business of the Partnership and, in connection
therewith and pursuant to the terms of the Bank Partnership Provisions of (and
as defined in) the Memorandum of Agreement and the Subscription Agreement, GS
Inc. will issue securities to SBCM;

WHEREAS, the Securities are subject to the Proxies and GS Inc. is
willing to terminate the Proxies in consideration of the agreements and
undertakings of Sumitomo and SBCM contained herein;

GS Inc., Sumitomo and SBCM hereby agree as follows:

1. The Partnership, GSNY and GS Inc., as successor to the Partnership,
issuer of the securities and beneficiary of the Proxies, release each of
Sumitomo and SBCM from its Proxy.

2. Each of Sumitomo and SBCM agree, during the period of limited
duration specified below, to vote any and all securities of GS Inc. or of
any subsidiary of GS Inc. which have any voting rights, general or special

<PAGE>

(herein collectively referred to as "Securities"), and which Sumitomo or
SBCM may from time to time hold of record or beneficially own, and agree to
cause any direct or indirect subsidiary of Sumitomo to vote any securities
of GS Inc. or any subsidiary thereof that may be acquired by such
subsidiary of Sumitomo, at any meeting of stockholders of GS Inc. or any
such subsidiary (as the case may be), and to provide written consent on
behalf of Sumitomo, SBCM or any such subsidiary as to any matter as to
which written consent is sought from the owners of any Securities, in each
case (x) with respect to Securities of GS Inc., in the same manner as the
majority of the shares of common stock held by the managing directors of GS
Inc. shall be voted or consented in the vote of the stockholders of GS Inc.
and (y) in the case of Securities of a subsidiary of GS Inc., in the same
manner as the shares of common stock held by the immediate parent of such
subsidiary shall be voted or consented. Notwithstanding the foregoing,
however, this agreement shall not extend to the approval of any change or
modification in (i) the Registration Rights Agreement, the Subscription
Agreement or this Agreement or (ii) the material terms of any Securities
held by Sumitomo and SBCM. For purposes of this Voting Agreement, the
exchange, conversion or other transfer of Securities or any other
securities by or on behalf of Sumitomo, SBCM or any direct or indirect
subsidiary of Sumitomo for other securities of GS Inc. (or any successor or
assign thereof) pursuant to and in accordance with the Subscription
Agreement and/or the Bank Partnership Provisions (including, but not
limited to, pursuant to Schedules I, II and III to the Subscription
Agreement or Section 5 of the Bank Partnership Provisions) shall not be
considered a change in the material terms of Securities held by Sumitomo or
SBCM.

3. For purposes of this Voting Agreement, "Securities" includes,
without limitation, (i) the Public Preferred Stock defined in Schedule III
to the Subscription Agreement and the Public Common Stock defined in
Schedule II to the Subscription Agreement and (ii) any other securities
(which have voting rights, general or special) of GS Inc. or any subsidiary
thereof issued to SBCM pursuant to the Subscription Agreement or the "Bank
Partnership Provisions" referred to in the Subscription Agreement. The
provisions of this Agreement shall apply to Securities of any successor or
assign of GS Inc. (except an acquirer of the business of GS Inc. as
referred to in Section 6(c) of the Bank Partnership Provisions) on the
terms set forth therein.

-2-

<PAGE>

4. This Voting Agreement shall terminate on the date of the final
disposition by Sumitomo and SBCM of any and all Securities referred to in
Section 13(b) of the Subscription Agreement or the cancellation thereof.

5. To the extent (if any) Sumitomo and SBCM would retain under law,
regardless of the agreements in paragraph 2 hereof, any residual rights
inconsistent with paragraph 2 hereof, each of Sumitomo and SBCM, in
consideration of the release by the Partnership, GSNY and GS Inc. of each
of Sumitomo and SBCM from its Proxy, and as agreed with (and relied on by)
the Partnership, GSNY and GS Inc., hereby specifically and expressly (i)
waives such rights, (ii) agrees never to exercise such rights and (iii)
agrees never to claim, as a complaint or a defense, or otherwise assert
that this Voting Agreement is not valid or enforceable.

7. (a) THIS VOTING AGREEMENT SHALL BE GOVERNED BY AND WILL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE.

-3-

<PAGE>

New York State and any other courts in connection with any question of law
or fact arising in the course of the arbitration or with respect to any
award made.

8. All notices and other communications hereunder shall be in writing
and shall be mailed by first class mail, postage prepaid, addressed (a) if
to Sumitomo or SBCM, at Sumitomo Bank Capital Markets, Inc., 277 Park
Avenue, New York, New York 10172, Attention: President, or at such other
address as SBCM shall furnish to GS Inc. in writing, or (b) if to the
Partnership, GSNY or GS Inc., at 85 Broad Street, New York, New York 10004,
Attention: General Counsel, or at such other address as GS Inc. shall
furnish to Sumitomo or SBCM in writing.

9. This Voting Agreement will be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the
parties hereto; provided, that this Voting Agreement shall not be binding
upon a transferee of Securities that is not affiliated with Sumitomo who
acquired such Securities in a disposition which is permitted under the
Subscription Agreement. This Voting Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.

-4-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date above written.

THE SUMITOMO BANK, LIMITED

By: /s/ Ryuzo Kodama
-----------------------------------------
Ryuzo Kodama
Director and Head of the Americas
Division

SUMITOMO BANK CAPITAL MARKETS, INC.

By: /s/ Natsuo Okada
-----------------------------------------
Natsuo Okada
President

THE GOLDMAN SACHS GROUP, INC.

By: /s/ Robert J. Katz
-----------------------------------------
Robert J. Katz
Executive Vice President

-5-

Exhibit F

PLEDGE AND SECURITY AGREEMENT, dated as of May 5, 1999, between
MASANORI MOCHIDA (the "Pledgor") and THE GOLDMAN SACHS GROUP, L.P., its
successors and assigns (the "Secured Party").

WITNESSETH:

WHEREAS, pursuant to a promissory note (the "Note"), dated May 5, 1999
the Pledgor has borrowed from the Secured Party the principal amount of
$825,000; and

WHEREAS, the Pledgor has agreed to secure its obligations under the
Note pursuant to this Pledge and Security Agreement; and

WHEREAS, the terms "Security Entitlement", "Control", "Proceeds" and
"Securities Intermediary" shall have the respective meanings ascribed to them in
the New York Uniform Commercial Code (the "NYUCC");

NOW THEREFORE, the parties hereto agree as follows:

1. Pledgor's Grant of Security Interest in Collateral.

For value received and to induce the Secured Party to make the loan
evidenced by the Note, Pledgor hereby grants to the Secured Party, as security
for the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of all present and future
obligations and liabilities of all kinds of Pledgor to the Secured Party which
arise under, out of, or in connection with the Note or this Pledge and Security
Agreement (collectively referred to as the "Obligations"), a security interest
in the following described property (collectively referred to as the
"Collateral"):

(a) 135,428 shares of the common stock of The Goldman Sachs Group, Inc.
and any other shares of such common stock from time to time delivered to the
Secured Party by the Pledgor to be held pursuant to this Agreement (together,
the "Shares"), all of the certificates representing or evidencing such Shares,
any interest therein and any other property at any time and from time to time
received, receivable or otherwise distributed or distributable in the future in
respect of or in exchange for such Shares;

together with

-1-

<PAGE>

(b) their Proceeds and all collateral security and guarantees given by
any person with respect to the foregoing, whether now or hereafter owned by the
Pledgor or in which the Pledgor now has or at any time in the future may acquire
any interest.

The Pledgor hereby agrees irrevocably and unconditionally to deliver to
the Secured Party 135,428 Shares as soon after the closing of the initial public
offering of shares of common stock of The Goldman Sachs Group, Inc. as such
shares become legally available to be pledged hereunder, but in any event no
later than six months after the closing of such initial public offering,
whereupon the security interest in favor of the Secured Party shall attach and
be perfected.

The Pledgor agrees that within two business days after receipt of
notice from the Secured Party that the fair market value of the Shares is less
than 150% of the principal plus accrued interest outstanding under the Note to
deliver additional Shares to be held pursuant to this Pledge and Security
Agreement so that after giving effect to the pledge of such Shares, the fair
market value of the pledged Shares shall be not less than 150% of the principal
plus accrued interest outstanding under the Note.

2. Delivery of Collateral.

All certificates and cash representing or evidencing the Collateral
shall be accompanied by duly executed instruments of transfer or assignments in
blank, with signatures appropriately guaranteed, shall be in a form and manner
sufficient to create a perfected first priority security interest therein in
favor of the Secured Party and otherwise shall be in form and substance
satisfactory to the Secured Party and shall be delivered to, or otherwise come
under the Control, as defined in Section 9-115(1)(e) of the NYUCC, of, the
Secured Party or held by a Securities Intermediary for the benefit of the
Secured Party.

3. Covenants and Agreements of Pledgor.

Pledgor covenants and agrees that:

(a) Pledgor will not enter into or execute any security agreement or
any financing statement covering the Collateral, other than financing statements
in favor of the Secured Party hereunder, and Pledgor will not consent to the
filing in any public office of any financing statement or statements (or any
documents or papers filed as such) covering the Collateral, other than financing
statements in favor of the Secured Party hereunder; and

(b) Pledgor authorizes the Secured Party to file, in its discretion, in
jurisdictions where this authorization will be given effect, a financing
statement signed only

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<PAGE>

by the Secured Party covering the Collateral, and hereby appoints the Secured
Party as the Pledgor's attorney-in-fact to sign and file any such financing
statements covering the Collateral. At the request of the Secured Party, the
Pledgor will join the Secured Party in executing such documents as the Secured
Party may determine from time to time to be necessary or desirable under
provisions of any applicable Uniform Commercial Code in effect where the
Collateral is located or where the Pledgor conducts business; without limiting
the generality of the foregoing, the Pledgor agrees to join the Secured Party,
at the Secured Party's request, in executing one or more financing statements in
form satisfactory to the Secured Party. In connection with the foregoing, it is
agreed and understood between the parties hereto (and the Secured Party is
hereby authorized to carry out and implement this agreement and understanding)
that the Secured Party may, at any time or times, file as a financing statement
any counterpart, copy or reproduction of this Pledge and Security Agreement.

4. Rights of the Secured Party Related to Collateral.

(a) The Secured Party may from time to time:

(i) transfer, or cause to be transferred, any of the
Collateral into the name of the Secured Party or its nominee;

(ii) notify parties obligated on any of the Collateral to make
payment to the Secured Party of any amounts due or to become due
thereunder;

(iii) enforce collection of any of the Collateral by suit or
otherwise; surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer
than the original period) any obligation of any nature of any party
with respect thereto; close any position and settle any contract; and
exercise any and all rights of conversion, exchange, subscription and
any other rights of Pledgor in any of the Collateral, except as
hereinafter provided with respect to income from or interest or
distributions on the Collateral; or

(iv) take possession or control of any proceeds of the
Collateral and apply the same to the satisfaction of the Obligations;

All without liability, except to account for any property actually
received by it; provided, however, that the Secured Party shall be under no duty
to exercise or perform, as the case may be, any of the foregoing.

(b) All cash distributions on the Collateral prior to the occurrence of
an Event of Default (as defined in the Note) shall be paid to the Pledgor, and
after an Event

-3-

<PAGE>

of Default all such amounts and all other income from or interest or other
distributions on the related Collateral shall be treated in accordance with
Section 6(b), and if Pledgor receives any such income or interest or other
distributions, the same shall be held by Pledgor in trust for the Secured Party
in the same medium in which received, shall not be commingled with any other
assets of Pledgor and shall be delivered to the Secured Party as Collateral in
accordance with the provisions of this Pledge and Security Agreement in the form
received, properly endorsed to permit collection, not later than the next
business day following the day of its receipt.

5. Further Assurances; Secured Party as Agent.

Pledgor agrees to take such actions and to execute such stock or bond
powers and such other or different writings as the Secured Party may request
(and irrevocably authorizes the Secured Party to execute such writings as
Pledgor's agent and attorney-in-fact) further to perfect, confirm and assure the
Secured Party's perfected first priority security interest in the Collateral and
to assist the Secured Party's realization thereon including, without limitation,
the right to receive, indorse, and collect all instruments made payable to the
Pledgor representing any dividend, interest payment or other distribution in
respect of the Collateral or any part thereof.

6. Rights and Remedies of the Secured Party Upon Default.

Following the occurrence and during the continuance of an Event of
Default (as defined in the Note) (a "Default"):

(a) the Secured Party shall have and, to the extent permitted by law,
may exercise any and all of the rights and remedies of a secured party under the
NYUCC, and as otherwise granted herein or under any other applicable law or
under any other agreement now or hereafter in effect executed by Pledgor,
including, without limitation, the right and power to sell, at public or private
sale or sales, or otherwise dispose of, or otherwise utilize the related
Collateral and any part or parts thereof in any manner authorized or permitted
under the NYUCC after default by a debtor, and to apply the proceeds thereof
toward satisfaction of any costs and expenses and attorneys' fees and expenses
thereby incurred by the Secured Party and toward satisfaction of the related
Obligations in such order or manner as the Secured Party may elect. Specifically
and without limiting the foregoing, the Secured Party shall have the right to
take possession of all or any part of the Collateral or any security therefor
and of all books, records, papers and documents of Pledgor or in Pledgor's
possession or control relating to the Collateral. To the extent permitted by
law, and except as expressly provided herein, Pledgor expressly waives any
notice of sale or other disposition of the related Collateral and all other
rights or remedies of Pledgor or formalities prescribed by law relative to sale
or disposition of the related Collateral or exercise of any other right or
remedy of the

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<PAGE>

Secured Party existing after default hereunder; and to the extent any such
notice is required and cannot be waived, Pledgor agrees that if such notice is
given in the manner provided in Section 8 hereof at least two (2) days before
the time of the sale or disposition, such notice shall be deemed reasonable and
shall fully satisfy any requirement for giving of said notice;

(b) all dividends, payments of interest and other distributions of
every character made upon or in respect of the Collateral or any part thereof
shall be paid directly to and shall be held by the Secured Party as Collateral
pledged under and subject to this Pledge and Security Agreement; and

7. Absolute Interest.

(a) All rights of the Secured Party hereunder, and all obligations of
the Pledgor hereunder, shall be absolute and unconditional irrespective of (i)
any change in the time, manner or place of payment of or in any other term of,
all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Note or any other agreement or instrument to
which Pledgor is or may be a party, (iii) any exchange, release or nonperfection
of any Collateral, or any release or amendment or waiver of or any consent to or
departure from any guarantee, for all or any of the Obligations or (iv) any
other circumstance which might constitute a defense available to, or a discharge
of, the Pledgor in respect of the Obligations or this Pledge and Security
Agreement.

(b) This Pledge and Security Agreement shall not be construed as
relieving Pledgor from full liability on the Obligations and any and all future
and other indebtedness secured hereby and for any deficiency thereon.

(c) All powers, authorizations and agencies herein contained with
respect to the Collateral are irrevocable and coupled with an interest.

8. Notices.

Any communication, notice or demand to be given to any party hereunder
shall be duly given if delivered or mailed by certified or registered mail to
such party at its address set forth on the signature page hereof, or such other
address as shall be designated by such party hereto to the other party hereto in
a written notice delivered in accordance with the terms hereof.

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9. No Waiver; Cumulative Rights.

No failure on the part of the Secured Party to exercise, and no delay
in exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Secured Party of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power. Each and every right, remedy and power hereby
granted to the Secured Party or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the Secured
Party from time to time.

10. Governing Law.

This Pledge and Security Agreement shall be governed by, and
constituted in accordance with, the laws of the State of New York applicable to
contracts made or to be enforced in such State.

11. Consent to Jurisdiction.

Any judicial proceeding with respect to this Pledge and Security
Agreement may be brought by either party hereto in any court of competent
jurisdiction in the City of New York, and, by its execution and delivery of this
Pledge and Security Agreement, each party (a) accepts, generally and
unconditionally, the jurisdiction of such courts and irrevocably agrees to be
bound by any judgment rendered thereby and (b) irrevocably waives any objection
it may now or hereafter have as to the venue of any suit, action or proceeding
brought in such a court or that such a court is an inconvenient forum.

Each party consents that service of process upon it may be made by
certified or registered mail, return receipt requested, at its address specified
or determined in accordance with the provisions of Section 8. The Pledgor hereby
appoints CT Corporation System at 1633 Broadway, New York, New York 10019, to
act as Pledgor's agent to receive, accept and acknowledge for and on Pledgor's
behalf, service of any and all legal processes, summons, notices and documents
which may be served in any such action or proceeding. Nothing herein shall
affect the right of either party to serve process in any other manner permitted
by law or shall limit the right of either party to bring proceedings against the
other party in the courts of any other jurisdiction.

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13. Execution in Counterparts.

This Pledge and Security Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Pledge and Security
Agreement to be duly executed as of the date first above written.

---------------------------------------
MASANORI MOCHIDA

Address: Windsor House 402
50807, Shiroganedai
Minato-ku, Tokyo 108
Japan

THE GOLDMAN SACHS GROUP, L.P.

By:
------------------------------------
Name:
Title:

Address: 85 Broad Street
New York, New York, 10004
Attn.: Mark Varous

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