AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
This Amended and Restated Shareholders Agreement (this Agreement), among The Goldman Sachs Group, Inc., a Delaware corporation (GS Inc.), and the Covered Persons (hereinafter defined) listed on Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof.
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, GS Inc. entered into the Shareholders Agreement (hereinafter defined) in connection with the initial public offering of GS Inc. to address certain relationships among the parties thereto with respect to the voting and disposition of shares of Common Stock and various other matters, and to give to the Shareholders Committee (hereinafter defined) the power to enforce their agreements with respect thereto.
WHEREAS, the GS Inc. Board of Directors has determined that it is in the best interests of GS Inc. to maintain the firms retention requirement applicable to Management Committee Members through a Board-level policy rather than through this Agreement.
WHEREAS, the Shareholders Committee and GS Inc. accordingly desire to amend the Shareholders Agreement to remove the transfer restrictions previously set forth in Section 2.1 thereof and to amend other provisions of the Shareholders Agreement to reflect such removal, in accordance with Section 7.2(h) thereof.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree to amend and restate the Shareholders Agreement in its entirety as follows:
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) This Agreement shall have the meaning ascribed to such term in the Recitals.
(b) 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 Common Stock (A)