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EXHIBIT J
[For RLP MD Transferees]
COUNTERPART TO THE SHAREHOLDERS' AGREEMENT
WHEREAS, the undersigned party (the "Transferor") to the Shareholders'
Agreement, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. (the
"Company") and the Covered Persons listed on Appendix A thereto, as amended from
time to time (the "Shareholders' Agreement"), has proposed to Transfer (as
defined in the Shareholders' Agreement) shares of common stock (the "Transferred
Shares") of the Company to the undersigned transferee (the "Transferee").
NOW, THEREFORE, in consideration of the Transfer of the Transferred
Shares and the waivers granted by the Company's Board of Directors and the
Shareholders' Committee (as defined in the Shareholders' Agreement) to permit
such Transfer:
I. The Transferee hereby agrees, represents and warrants that, upon the
completion of the Transfer:
1. The Transferred Shares will continue to be subject to the
restrictions on transfer (the "Transfer Restrictions") set
forth in the second bullet point under the caption "RLP
Restrictions" in Section 7 of the Plan of Incorporation (as
defined in the Shareholders' Agreement), and the Transferee
and the Transferred Shares will be subject to all the other
provisions of the Plan of Incorporation, including the
applicable hedging restrictions and custody arrangements, that
applied to the Transferor and the Transferred Shares
immediately prior to the Transfer. The Transferee acknowledges
receipt of, and agrees to abide by, the RLP Managing Director
Hedging and Pledging Restrictions, as amended as of April
2000.
2. The Transferee will become and, until the earlier of (i) the
termination of the Transfer Restrictions and (ii) the date on
which the Transferor ceases to be an Employee Covered Person,
will remain a Covered Person under the Shareholders'
Agreement. Upon the occurrence of the earlier of either such
event, the Transferee will be removed from Appendix A to the
Shareholders' Agreement.
3. The Transferred Shares will be treated as Covered Shares and
Voted Covered Shares under the Shareholders' Agreement until
the earlier of (i) the termination of the Transfer
Restrictions and (ii) the date on which the Transferee ceases
to be a party to the Shareholders' Agreement; provided,
however, that the Transferee will not be subject to the
General Transfer Restriction in Section 2.2 of the
Shareholders' Agreement.
4. Until the earlier of (i) the termination of the Transfer
Restrictions and (ii) the date on which the Transferor ceases
to be an Employee Covered Person, Sections 2.3(b) and (c) of
the Shareholders' Agreement will be applicable to the
Transferee as if the Transferee were an Employee Covered
Person under the Shareholders' Agreement, but the Transferee
will not be considered an Employee Covered Person for any
other purpose.
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5. In the case of a Transferee that is a grantor retained annuity
trust, the Transferee will notify the Company at least five
business days prior to any Transfer of Transferred Shares,
including Transfers of Transferred Shares to the Transferor as
annuity payments or otherwise. Such notice will specify the
date of the Transfer, the number of shares to be Transferred
and to whom they are to be Transferred.
II. The Transferor hereby agrees, represents and warrants that, upon
the completion of the Transfer:
1. If the Transferee is a grantor retained annuity trust, the
undersigned remaindermen of the Transferee (the
"Remaindermen") are the only entities, other than the
Transferor, that can receive any Transferred Shares prior to
the termination of the Transfer Restrictions.
2. Unless otherwise determined by the Shareholders' Committee,
any Transferred Shares reacquired by the Transferor will be
Covered Shares so long as the Transferor is a party to the
Shareholders' Agreement.
For Transferees that are grantor retained annuity trusts that will terminate at
a time when any of the Transferred Shares would still be subject to the Transfer
Restrictions:
III. The Remaindermen hereby agree, represent and warrant that, upon
the completion of the Transfer:
1. The Transferred Shares will continue to be subject to the
Transfer Restrictions, and each Remainderman and the
Transferred Shares will be subject to all the other provisions
of the Plan of Incorporation, including the applicable hedging
restrictions and custody arrangements, that applied to the
Transferor and the Transferred Shares immediately prior to the
Transfer. Each Remainderman acknowledges receipt of, and
agrees to abide by, the RLP Managing Director Hedging and
Pledging Restrictions, as amended as of April 2000.
2. Each of the undersigned Remaindermen will become and, until
the earlier of (i) the termination of the Transfer
Restrictions and (ii) the date on which the Transferor ceases
to be an Employee Covered Person, will remain a Covered Person
under the Shareholders' Agreement. Upon the occurrence of the
earlier of either such event, each Remainderman will be
removed from Appendix A to the Shareholders' Agreement.
3. The Transferred Shares will be treated as Covered Shares and
Voted Covered Shares under the Shareholders' Agreement until
the earlier of (i) the termination of the Transfer
Restrictions and (ii) the date on which the Transferee ceases
to be a party to the Shareholders' Agreement;
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provided, however, that no Remainderman will be subject to the
General Transfer Restriction in Section 2.2 of the
Shareholders' Agreement.
4. Until the earlier of (i) the termination of the Transfer
Restrictions and (ii) the date on which the Transferor ceases
to be an Employee Covered Person, Sections 2.3(b) and (c) of
the Shareholders' Agreement will be applicable to each
Remainderman as if such Remainderman were an Employee Covered
Person under the Shareholders' Agreement, but no Remainderman
will be considered an Employee Covered Person for any other
purpose.
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<TABLE>
<CAPTION>
<S> <C>
Agreed, as of __________, 2000:
____________________________
(Print name of Transferee)
By:_________________________
Name:
Title:
Agreed, as of __________, 2000:
____________________________
(Print name of Transferor)
By:_________________________
Name:
Title:
Agreed, as of __________, 2000:
____________________________
(Print name of Remainderman)
By:_________________________
Name:
Title:
Agreed, as of __________, 2000:
____________________________
(Print name of Remainderman)
By:_________________________
Name:
Title:
Agreed, as of __________, 2000:
____________________________
(Print name of Remainderman)
By:_________________________
Name:
Title:
Agreed, as of __________, 2000:
____________________________
(Print name of Remainderman)
By:_________________________
Name:
Title:
</TABLE>
