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Goldman Sachs Group Inc · S-1/A · On 5/10/99 · EX-3.1

Filed On 5/10/99 · SEC File 333-75213 · Accession Number 950123-99-4365

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 5/10/99  Goldman Sachs Group Inc           S-1/A                 29:476                                    950123

Pre-Effective Amendment to Registration Statement (General Form) · Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Goldman Sachs Group, Inc.                            190    952K 
 2: EX-1.1      Form of Underwriting Agreement                        28    156K 
 3: EX-2.2      Agreement and Plan of Merger                           6     22K 
 4: EX-2.3      Agreement and Plan of Merger                           6     19K 
 5: EX-3.1      Amended and Restated Certificate of Incorporation     25     51K 
 6: EX-3.2      Amended and Restated By-Laws                          22     76K 
 7: EX-5.1      Opinion of Sullivan & Cromwell                         3     16K 
 8: EX-8.1      Opinion of Sullivan & Cromwell                         1     13K 
 9: EX-10.15    1999 Stock Incentive Plan                             17     67K 
10: EX-10.16    Defined Contribution Plan                             16     62K 
11: EX-10.18    Partner Compensation Plan                              8     44K 
12: EX-10.19    Form of Employment Agreement                           4     21K 
13: EX-10.20    Form of Agreement Relating to Noncompetition           9     38K 
14: EX-10.21    Form of Pledge Agreement                               8     35K 
15: EX-10.22    Form of Award Agreement                                8     43K 
16: EX-10.23    Form of Award Agreement                               10     44K 
17: EX-10.24    Form of Option Agreement                              10     46K 
18: EX-10.25    Tax Indemnification Agreement                          8     41K 
19: EX-10.26    Form of Shareholders' Agreement                       45    150K 
20: EX-10.27    Instrument of Indemnification                          9     26K 
21: EX-10.28    Form of Indemnification Agreement                     16     39K 
22: EX-10.35    Amendment of Kamehameha Letter Agreement               6     29K 
23: EX-10.36    Amendment to Sumitomo Letter Agreement                 6     27K 
24: EX-10.37    Voting Agreement                                       5     27K 
25: EX-10.38    Voting Agreement                                       5     24K 
26: EX-15.1     Letter Re Unaudited Interim Financial Information      1     10K 
27: EX-23.1     Consent of Pricewaterhousecoopers Llp                  1      9K 
28: EX-23.3     Consent of Securities Data Company                     1      9K 
29: EX-27.1     Financial Data Schedule                                2±    13K

EX-3.1 · Amended and Restated Certificate of Incorporation

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                                                                     EXHIBIT 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

 THE GOLDMAN SACHS GROUP, INC.

           THE GOLDMAN SACHS GROUP, INC., a corporation organized and existing
under the Delaware General Corporation Law (the "Corporation"), does hereby     
certify:                                                                        

      1. The Corporation has not received any payment for any of its
stock.                                                                          

            2. The Corporation's original certificate of incorporation was filed
on July 21, 1998 with the Secretary of State of the State of Delaware under the 
name The Goldman Sachs Group, Inc.                                              

       3. The following amendment and restatement of the Corporation's
Certificate of Incorporation was approved and duly adopted by a majority of the 
Corporation's Board of Directors in accordance with the provisions of Sections  
241 and 245 of the Delaware General Corporation Law:                            

           FIRST. The name of the Corporation is The Goldman Sachs Group, Inc.

         SECOND. The address of the Corporation's registered office in the
State of Delaware is Corporation                                                

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Trust Center, 1209 Orange Street in the City of Wilmington, County of New       
Castle. The name of its registered agent at such address is The Corporation     
Trust Company.                                                                  

            THIRD. The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General  
Corporation Law. Without limiting the generality of the foregoing, the          
Corporation shall have all of the powers conferred on corporations by the       
Delaware General Corporation Law and other law, including the power and         
authority to make an initial charitable contribution (as defined in Section     
170(c) of the Internal Revenue Code of 1986, as currently in effect or as the   
same may hereafter be amended) of up to an aggregate of $200,000,000 to one or  
more entities (the "Contribution"), and to make other charitable contributions  
from time to time thereafter, in such amounts, on such terms and conditions and 
for such purposes as may be lawful.                                             

            FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 4,350,000,000, of which            
4,000,000,000 shares of the par value of $0.01 per share shall be a separate    
class designated as Common Stock, 200,000,000 shares of the par value of $0.01  
per share shall be a separate class designated as Nonvoting Common Stock and    
150,000,000 shares                                                              

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of the par value of $0.01 per share shall be a separate class designated as     
Preferred Stock.                                                                

 COMMON STOCK AND NONVOTING COMMON STOCK

            Except as set forth in this Article FOURTH, the Common Stock and the
Nonvoting Common Stock (together, the "Common Shares") shall have the same      
rights and privileges and shall rank equally, share ratably and be identical in 
all respects as to all matters.                                                 

          (i) Voting. Except as may be provided in this Amended and Restated
Certificate of Incorporation or required by law, the Common Stock shall have    
voting rights in the election of directors and on all other matters presented to
stockholders, with each holder of Common Stock being entitled to one vote for   
each share of Common Stock held of record by such holder on such matters. The   
Nonvoting Common Stock shall have no voting rights other than such rights as may
be required by the first sentence of Section 242(b)(2) of the Delaware General  
Corporation Law or any similar provision hereafter enacted; provided that an    
amendment of this Amended and Restated Certificate of Incorporation to increase 
or decrease the number of authorized shares of Nonvoting Common Stock (but not  
below the number of shares thereof then outstanding) may be adopted by          
resolution adopted by the board of directors of                                 

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the Corporation and approved by the affirmative vote of the holders of a        
majority of the voting power of all outstanding shares of Common Stock of the   
Corporation and all other outstanding shares of stock of the Corporation        
entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of 
the Delaware General Corporation Law or any similar provision hereafter enacted,
with such outstanding shares of Common Stock and other stock considered for this
purpose as a single class, and no vote of the holders of any shares of Nonvoting
Common Stock, voting separately as a class, shall be required therefor.         

          (ii) Dividends. Subject to the rights of the holders of any series
of Preferred Stock, holders of Common Stock and holders of Nonvoting Common     
Stock shall be entitled to receive such dividends and distributions (whether    
payable in cash or otherwise) as may be declared on the Common Shares by the    
board of directors of the Corporation from time to time out of assets or funds  
of the Corporation legally available therefor; provided that the board of       
directors of the Corporation shall declare no dividend, and no dividend shall be
paid, with respect to any outstanding share of Common Stock or Nonvoting Common 
Stock, whether in cash or otherwise (including any dividend in shares of Common 
Stock on or with respect to shares of                                           

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Common Stock or any dividend in shares of Nonvoting Common Stock on or with     
respect to shares of Nonvoting Common Stock (collectively, "Stock Dividends")), 
unless, simultaneously, the same dividend is declared or paid with respect to   
each share of Common Stock and Nonvoting Common Stock. If a Stock Dividend is   
declared or paid with respect to one class, then a Stock Dividend shall likewise
be declared or paid with respect to the other class and shall consist of shares 
of such other class in a number that bears the same relationship to the total   
number of shares of such other class, issued and outstanding immediately prior  
to the payment of such dividend, as the number of shares comprising the Stock   
Dividend with respect to the first referenced class bears to the total number of
shares of such first referenced class, issued and outstanding immediately prior 
to the payment of such dividend. Stock Dividends with respect to Common Stock   
may be paid only with shares of Common Stock. Stock Dividends with respect to   
Nonvoting Common Stock may be paid only with shares of Nonvoting Common Stock.  
Notwithstanding the foregoing, in the case of any dividend in the form of       
capital stock of a subsidiary of the Corporation, the capital stock of the      
subsidiary distributed to holders of Common Stock shall be identical to the     
capital stock of the subsidiary distributed to holders                          

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of Nonvoting Common Stock, except that the capital stock distributed to holders 
of Common Stock may have full or any other voting rights and the capital stock  
distributed to holders of Nonvoting Common Stock shall be non-voting to the same
extent as the Nonvoting Common Stock is non-voting.                             

        (iii) Subdivisions, Combinations and Mergers. If the Corporation
shall in any manner split, subdivide or combine the outstanding shares of Common
Stock or the outstanding shares of Nonvoting Common Stock, the outstanding      
shares of the other such class of the Common Shares shall likewise be split,    
subdivided or combined in the same manner proportionately and on the same basis 
per share. In the event of any merger, statutory share exchange, consolidation  
or similar form of corporate transaction involving the Corporation (whether or  
not the Corporation is the surviving entity), the holders of Common Stock and   
the holders of Nonvoting Common Stock shall be entitled to receive the same per 
share consideration, if any, except that any securities received by holders of  
Common Stock in consideration of such stock may have full or any other voting   
rights and any securities received by holders of Nonvoting Common Stock in      
consideration of such stock shall be non-voting to the same extent as the       
Nonvoting Common Stock is non-voting.                                           

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           (iv) Rights on Liquidation. Subject to the rights of the holders of
any series of Preferred Stock, in the event of any liquidation, dissolution or  
winding-up of the Corporation (whether voluntary or involuntary), the assets of 
the Corporation available for distribution to stockholders shall be distributed 
in equal amounts per share to the holders of Common Stock and the holders of    
Nonvoting Common Stock, as if such classes constituted a single class. For      
purposes of this paragraph, a merger, statutory share exchange, consolidation or
similar corporate transaction involving the Corporation (whether or not the     
Corporation is the surviving entity), or the sale, transfer or lease by the     
Corporation of all or substantially all its assets, shall not constitute or be  
deemed a liquidation, dissolution or winding-up of the Corporation.             

 PREFERRED STOCK

          Shares of Preferred Stock may be issued in one or more series from
time to time as determined by the board of directors of the Corporation, and the
board of directors of the Corporation is authorized to fix by resolution or     
resolutions the designations and the powers, preferences and rights, and the    
qualifications, limitations and restrictions thereof, of the shares of each     
series of Preferred Stock, including the following:                             

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         (i) the distinctive serial designation of such series which shall
distinguish it from other series;                                   

(ii) the number of shares included in such series;      

      (iii) whether dividends shall be payable to the holders of the
      shares of such series and, if so, the basis on which such holders shall be
   entitled to receive dividends (which may include, without limitation, a
      right to receive such dividends or distributions as may be declared on the
 shares of such series by the board of directors of the Corporation, a
right to receive such dividends or distributions, or any portion or 
 multiple thereof, as may be declared on the Common Stock or any other
      class of stock or, in addition to or in lieu of any other right to receive
     dividends, a right to receive dividends at a particular rate or at a rate
   determined by a particular method, in which case such rate or method of
   determining such rate may be set forth), the form of such dividend, any
      conditions on which such dividends shall be payable and the date or dates,
if any, on which such dividends shall be payable;                   

    (iv) whether dividends on the shares of such series shall be
cumulative and, if so, the date or                                  

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    dates or method of determining the date or dates from which dividends on
the shares of such series shall be cumulative;                      

            (v) the amount or amounts, if any, which shall be payable out of the
      assets of the Corporation to the holders of the shares of such series upon
      the voluntary or involuntary liquidation, dissolution or winding-up of the
   Corporation, and the relative rights of priority, if any, of payment of
the shares of such series;                                          

            (vi) the price or prices (in cash, securities or other property or a
     combination thereof) at which, the period or periods within which and the
      terms and conditions upon which the shares of such series may be redeemed,
     in whole or in part, at the option of the Corporation or at the option of
    the holder or holders thereof or upon the happening of a specified event
or events;                                                          

       (vii) the obligation, if any, of the Corporation to purchase or
    redeem shares of such series pursuant to a sinking fund or otherwise and
the price or prices (in cash, securities or other property or a     
     combination thereof) at which, the period or periods within which and the
terms and conditions upon which the shares of                       

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     such series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation;                                                 

            (viii) whether or not the shares of such series shall be convertible
or exchangeable, at any time or times at the option of the holder or
     holders thereof or at the option of the Corporation or upon the happening
     of a specified event or events, into shares of any other class or classes
     or any other series of the same or any other class or classes of stock of
     the Corporation or any other securities or property of the Corporation or
   any other entity, and the price or prices (in cash, securities or other
property or a combination thereof) or rate or rates of conversion or
exchange and any adjustments applicable thereto; and                

          (ix) whether or not the holders of the shares of such series shall
     have voting rights, in addition to the voting rights provided by law, and
 if so the terms of such voting rights, which may provide, among other
   things and subject to the other provisions of this Amended and Restated
    Certificate of Incorporation, that each share of such series shall carry
      one vote or more or less than one vote per share, that the holders of such
   series shall be entitled to vote on certain matters as a separate class
(which for such purpose may                                         

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      be comprised solely of such series or of such series and one or more other
     series or classes of stock of the Corporation) and that all the shares of
     such series entitled to vote on a particular matter shall be deemed to be
     voted on such matter in the manner that a specified portion of the voting
  power of the shares of such series or separate class are voted on such
matter.                                                             

For all purposes, this Amended and Restated Certificate of Incorporation shall  
include each certificate of designations (if any) setting forth the terms of a  
series of Preferred Stock.                                                      

      Subject to the rights, if any, of the holders of any series of
Preferred Stock set forth in a certificate of designations, an amendment of this
Amended and Restated Certificate of Incorporation to increase or decrease the   
number of authorized shares of any series of Preferred Stock (but not below the 
number of shares thereof then outstanding) may be adopted by resolution adopted 
by the board of directors of the Corporation and approved by the affirmative    
vote of the holders of a majority of the voting power of all outstanding shares 
of Common Stock of the Corporation and all other outstanding shares of stock of 
the Corporation entitled to vote thereon irrespective of the provisions of      
Section 242(b)(2) of the Delaware General                                       

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Corporation Law or any similar provision hereafter enacted, with such           
outstanding shares of Common Stock and other stock considered for this purpose  
as a single class, and no vote of the holders of any series of Preferred Stock, 
voting as a separate class, shall be required therefor.                         

          Except as otherwise required by law or provided in the certificate
of designations for the relevant series, holders of Common Shares, as such,     
shall not be entitled to vote on any amendment of this Amended and Restated     
Certificate of Incorporation that alters or changes the powers, preferences,    
rights or other terms of one or more outstanding series of Preferred Stock if   
the holders of such affected series are entitled, either separately or together 
with the holders of one or more other series of Preferred Stock, to vote thereon
as a separate class pursuant to this Amended and Restated Certificate of        
Incorporation or pursuant to the Delaware General Corporation Law as then in    
effect.                                                                         

OPTIONS, WARRANTS AND OTHER RIGHTS

         The board of directors of the Corporation is authorized to create
and issue options, warrants and other rights from time to time entitling the    
holders thereof to purchase securities or other property of the Corporation or  
any other entity, including any class or series of stock of                     

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the Corporation or any other entity and whether or not in connection with the   
issuance or sale of any securities or other property of the Corporation, for    
such consideration (if any), at such times and upon such other terms and        
conditions as may be determined or authorized by the board of directors of the  
Corporation and set forth in one or more agreements or instruments. Among other 
things and without limitation, such terms and conditions may provide for the    
following:                                                                      

            (i) adjusting the number or exercise price of such options, warrants
or other rights or the amount or nature of the securities or other  
      property receivable upon exercise thereof in the event of a subdivision or
     combination of any securities, or a recapitalization, of the Corporation,
the acquisition by any person of beneficial ownership of securities 
     representing more than a designated percentage of the voting power of any
     outstanding series, class or classes of securities, a change in ownership
  of the Corporation's securities or a merger, statutory share exchange,
      consolidation, reorganization, sale of assets or other occurrence relating
    to the Corporation or any of its securities, and restricting the ability
  of the Corporation to enter into an agreement with respect to any such
transaction                                                         

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absent an assumption by another party or parties thereto of the     
obligations of the Corporation under such options, warrants or other
rights;                                                             

          (ii) restricting, precluding or limiting the exercise, transfer or
receipt of such options, warrants or other rights by any person that
 becomes the beneficial owner of a designated percentage of the voting
  power of any outstanding series, class or classes of securities of the
 Corporation or any direct or indirect transferee of such a person, or
      invalidating or voiding such options, warrants or other rights held by any
such person or transferee; and                                      

     (iii) permitting the board of directors (or certain directors
    specified or qualified by the terms of the governing instruments of such
    options, warrants or other rights) to redeem, terminate or exchange such
options, warrants or other rights.                                  

This paragraph shall not be construed in any way to limit the power of the board
of directors of the Corporation to create and issue options, warrants or other  
rights.                                                                         

          FIFTH. The name and mailing address of the incorporator is Gregory
K. Palm, 85 Broad Street, New York, New York 10004.                             

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      SIXTH. All corporate powers shall be exercised by the board of
directors of the Corporation, except as otherwise specifically required by law  
or as otherwise provided in this Amended and Restated Certificate of            
Incorporation. Any meeting of stockholders may be postponed by action of the    
board of directors at any time in advance of such meeting. The board of         
directors of the Corporation shall have the power to adopt such rules and       
regulations for the conduct of the meetings and management of the affairs of the
Corporation as they may deem proper and the power to adjourn any meeting of     
stockholders without a vote of the stockholders, which powers may be delegated  
by the board of directors to the chairman of such meeting either in such rules  
and regulations or pursuant to the by-laws of the Corporation.                  

            Special meetings of stockholders of the Corporation may be called at
any time by, but only by, the board of directors of the Corporation, to be held 
at such date, time and place either within or without the State of Delaware as  
may be stated in the notice of the meeting.                                     

         The board of directors of the Corporation is authorized to adopt,
amend or repeal by-laws of the Corporation. No adoption, amendment or repeal of 
a by-law by action of stockholders shall be effective unless approved           

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by the affirmative vote of the holders of not less than 80% of the voting power 
of all outstanding shares of Common Stock of the Corporation and all other      
outstanding shares of stock of the Corporation entitled to vote on such matter, 
with such outstanding shares of Common Stock and other stock considered for this
purpose as a single class. Any vote of stockholders required by this Article    
SIXTH shall be in addition to any other vote of stockholders that may be        
required by law, this Amended and Restated Certificate of Incorporation, the    
by-laws of the Corporation, any agreement with a national securities exchange or
otherwise.                                                                      

            SEVENTH. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the Corporation.                   

            EIGHTH. The directors of the Corporation shall be divided into three
classes. The number of directors of the Corporation and the number of directors 
in each class of directors shall be fixed only by resolution of the board of    
directors of the Corporation from time to time. The initial term of office of   
the first such class of directors shall expire at the annual meeting of         
stockholders in 2000, the initial term of office of the second such class of    
directors shall expire at the annual meeting of stockholders in 2001 and the    
initial term of office of the third such class of                               

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directors shall expire at the annual meeting of stockholders in 2002, with each 
such class of directors to hold office until their successors have been duly    
elected and qualified. At each annual meeting of stockholders, directors elected
to succeed the directors whose terms expire at such annual meeting shall be     
elected to hold office for a term expiring at the annual meeting of stockholders
in the third year following the year of their election and until their          
successors have been duly elected and qualified. If the number of directors is  
changed, any increase or decrease shall be apportioned among the classes in such
manner as the board of directors of the Corporation shall determine, but no     
decrease in the number of directors may shorten the term of any incumbent       
director.                                                                       

     No director who is part of any such class of directors may be
removed except both for cause and with the affirmative vote of the holders of   
not less than 80% of the voting power of all outstanding shares of stock of the 
Corporation entitled to vote generally in the election of directors, considered 
for this purpose as a single class.                                             

    Vacancies and newly created directorships resulting from any
increase in the authorized number of directors or from any other cause (other   
than vacancies and newly created directorships which the holders of any class   

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or classes of stock or series thereof are expressly entitled by this Amended and
Restated Certificate of Incorporation to fill) shall be filled by, and only by, 
a majority of the directors then in office, although less than a quorum, or by  
the sole remaining director. Any director appointed to fill a vacancy or a newly
created directorship shall hold office until the next election of the class of  
directors of the director which such director replaced or the class of directors
to which such director was appointed, and until his or her successor is elected 
and qualified or until his or her earlier resignation or removal.               

           Notwithstanding the foregoing, in the event that the holders of any
class or series of Preferred Stock of the Corporation shall be entitled, voting 
separately as a class, to elect any directors of the Corporation, then the      
number of directors that may be elected by such holders voting separately as a  
class shall be in addition to the number fixed pursuant to a resolution of the  
board of directors of the Corporation. Except as otherwise provided in the terms
of such class or series, (i) the terms of the directors elected by such holders 
voting separately as a class shall expire at the annual meeting of stockholders 
next succeeding their election without regard to the classification of other    
directors and (ii) any director or directors elected by such                    

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holders voting separately as a class may be removed, with or without cause, by  
the holders of a majority of the voting power of all outstanding shares of stock
of the Corporation entitled to vote separately as a class in an election of such
directors.                                                                      

         NINTH. In taking any action, including action that may involve or
relate to a change or potential change in the control of the Corporation, a     
director of the Corporation may consider, among other things, both the long-term
and short-term interests of the Corporation and its stockholders and the effects
that the Corporation's actions may have in the short term or long term upon any 
one or more of the following matters:                                           

         (i) the prospects for potential growth, development, productivity
and profitability of the Corporation;                               

(ii) the Corporation's current employees;               

          (iii) the retired former partners of The Goldman Sachs Group, L.P.
("GS Group") and the Corporation's employees and other beneficiaries
    receiving or entitled to receive retirement, welfare or similar benefits
     from or pursuant to any plan sponsored, or agreement entered into, by the
Corporation;                                                        

(iv) the Corporation's customers and creditors;         

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          (v) the ability of the Corporation to provide, as a going concern,
 goods, services, employment opportunities and employment benefits and
     otherwise to contribute to the communities in which it does business; and

     (vi) such other additional factors as a director may consider
appropriate in such circumstances.                                  

Nothing in this Article NINTH shall create any duty owed by any director of the 
Corporation to any person or entity to consider, or afford any particular weight
to, any of the foregoing matters or to limit his or her consideration to the    
foregoing matters. No such employee, retired former partner of GS Group, former 
employee, beneficiary, customer, creditor or community or member thereof shall  
have any rights against any director of the Corporation or the Corporation under
this Article NINTH.                                                             

    TENTH. From and after the consummation of the initial public
offering of the shares of Common Stock of the Corporation, no action of         
stockholders of the Corporation required or permitted to be taken at any annual 
or special meeting of stockholders of the Corporation may be taken without a    
meeting of stockholders, without prior notice and without a vote, and the power 
of stockholders of the Corporation to consent in writing to the taking of any   

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action without a meeting is specifically denied. Notwithstanding this Article   
TENTH, the holders of any series of Preferred Stock of the Corporation shall be 
entitled to take action by written consent to such extent, if any, as may be    
provided in the terms of such series.                                           

        ELEVENTH. No provision of Article SIXTH, EIGHTH, NINTH, TENTH or
TWELFTH or of this Article ELEVENTH shall be amended, modified or repealed, and 
no provision inconsistent with any such provision shall become part of this     
Amended and Restated Certificate of Incorporation, unless such matter is        
approved by the affirmative vote of the holders of not less than 80% of the     
voting power of all outstanding shares of Common Stock of the Corporation and   
all other outstanding shares of stock of the Corporation entitled to vote on    
such matter, with such outstanding shares of Common Stock and other stock       
considered for this purpose as a single class. Any vote of stockholders required
by this Article ELEVENTH shall be in addition to any other vote of the          
stockholders that may be required by law, this Amended and Restated Certificate 
of Incorporation, the by-laws of the Corporation, any agreement with a national 
securities exchange or otherwise.                                               

         TWELFTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for                                             

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monetary damages for breach of fiduciary duty as a director of the Corporation, 
except to the extent that such exemption from liability or limitation thereof is
not permitted under the Delaware General Corporation Law as currently in effect 
or as the same may hereafter be amended.                                        

            Pursuant to the Plan of Incorporation of GS Group, dated as of March
8, 1999, as currently in effect or as the same may hereafter be amended (the    
"Plan"), the Corporation has the right, but not the obligation, to make special 
arrangements with any person who was a partner of GS Group participating in the 
Plan to ameliorate, in whole or in part, certain significantly disproportionate 
tax or other burdens. The board of directors of the Corporation is authorized to
cause the Corporation to make such arrangements (which may include special      
payments) as the board of directors of the Corporation may, in its sole         
discretion, deem appropriate to effectuate the intent of the relevant provision 
of the Plan and the Corporation and each stockholder of the Corporation shall,  
to the fullest extent permitted by law, be deemed to have approved and ratified 
any such determination and to have waived any claim or objection on behalf of   
the Corporation or any such stockholder arising out of the making of such       
arrangements.                                                                   

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        Pursuant to the Plan, the Corporation has the right, but not the
obligation, to register with the Securities and Exchange Commission the resale  
of certain securities of the Corporation by directors, employees and former     
directors and employees of the Corporation and its subsidiaries and affiliates  
and former partners and employees of GS Group and its subsidiaries and          
affiliates and to undertake various actions and to enter into agreements and    
arrangements in connection therewith (collectively, the "Registration           
Arrangements"). The board of directors of the Corporation is authorized to cause
the Corporation to undertake such Registration Arrangements as the board of     
directors of the Corporation may, in its sole discretion, deem appropriate and  
the Corporation and each stockholder of the Corporation shall, to the fullest   
extent permitted by law, be deemed to have approved and ratified any such       
determination and to have waived any claim or objection on behalf of the        
Corporation or any such stockholder arising out of the undertaking of such      
Registration Arrangements.                                                      

         The Corporation and each stockholder of the Corporation shall, to
the fullest extent permitted by law, be deemed to have approved and ratified any
decision by the board of directors of the Corporation to make the               

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Contribution referred to in Article THIRD, including the amount thereof (up to  
the limit specified in Article THIRD) and to have waived any claim or objection 
on behalf of the Corporation or any such stockholder arising out of any such    
decision to make, or the making of, the Contribution.                           

        The authorizations, approvals and ratifications contained in the
second, third and fourth paragraphs of this Article TWELFTH shall not be        
construed to indicate that any other arrangements or contributions not          
specifically referred to in such paragraphs are, by reason of such omission, not
within the power and authority of the board of directors of the Corporation or  
that the determination of the board of directors of the Corporation with respect
thereto should be judged by any legal standard other than that which would have 
applied but for the inclusion of the second, third and fourth paragraphs of this
Article TWELFTH.                                                                

          No amendment, modification or repeal of this Article TWELFTH shall
adversely affect any right or protection of a director of the Corporation that  
exists at the time of such amendment, modification or repeal.                   

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          IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed and attested by its duly authorized officer on this 4th day of        
May, 1999.                                                                      

                   /s/ Gregory K. Palm
                                       -------------------------------
                       Gregory K. Palm
                       General Counsel

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This S-1/A Filing	Date	First	Last	Other Filings

	7/21/98	1
	3/8/99	22		3/A
Filed On / Filed As Of	5/10/99			SC 13G, SC 13G/A, 4

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Goldman Sachs Group Inc · S-1/A · On 5/10/99 · EX-3.1

Filed On 5/10/99 · SEC File 333-75213 · Accession Number 950123-99-4365

Pre-Effective Amendment to Registration Statement (General Form) · Form S-1Filing Table of Contents

EX-3.1 · Amended and Restated Certificate of Incorporation

Dates Referenced Herein and Documents Incorporated By Reference

Pre-Effective Amendment to Registration Statement (General Form) · Form S-1
Filing Table of Contents