Exhibit A
SHAREHOLDERS' AGREEMENT
This Shareholders' Agreement (this "Agreement"), among The Xxxxxxx
Xxxxx 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
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-
(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 Xxxxxxx 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-
(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 Xxxxxxx Xxxxx Defined Contribution Plan" shall mean The
Xxxxxxx 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-
(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 Xxxxxxx Xxxxx 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 Xxxxxxx 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 Xxxxxxx Xxxxx 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
-5-
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
-6-
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
XXXXXXX XXXXX GROUP, INC. ("GS INC.") AND THE PERSONS NAMED THEREIN AND
A PLAN OF INCORPORATION OF THE XXXXXXX 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."
-7-
(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
-8-
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
-9-
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 Xxxxxxx Xxxxx 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 Xxxxxxx 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
-10-
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 Xxxxxxx Xxxxx 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.
-11-
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
-12-
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
-13-
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
-14-
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
-15-
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.
-16-
(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-
(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-
(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-
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-
(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, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 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-
(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 Xxxxxxx Xxxxx Group, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: General Counsel;
If to the Shareholders' Committee, at
Shareholders' Committee under the Shareholders' Agreement,
dated May 7, 1999
c/o The Xxxxxxx Sachs Group, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: General Counsel;
and
-22-
If to GS Inc., at
The Xxxxxxx Xxxxx Group, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
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-
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-
IN WITNESS WHEREOF, the parties hereto have duly executed or caused to
be duly executed this Agreement as of the dates indicated.
THE XXXXXXX SACHS GROUP, INC.
By:/s/ Xxxxxx X. Xxxx
----------------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
Dated : May 7, 1999
[Signature Page 1 and Signature Page 2 Follow]
Signature Page 1
to
Shareholders' Agreement
Xxxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxxxx
Xxxxxxxx X. Aisbitt
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxx
Xxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxx X. Blankfein
Xxxxx X. Blood
Xxxxx X. Xxxxxx Xx.
Xxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxx
Xxxxxxxxxxx X. Xxxxxxx
Xxxx Xxx Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxx Xxxxx
Xxxx X. Xxxx
Xxxxxxxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxx
Xxxxx Xxxxxxx
E. Xxxxxx Xxxxxxxx
Xxx X. Xxxxxxx
Xxxxxxx Xxxxxxxxxx
Xxxxx X. Xxxxxxx, Xx.
Xxxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxx Xxxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx Xxxxx Xxxx
Xxxxxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxx
C. Xxxxxx Xxxxxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxxx
Signature Page 1
to
Shareholders' Agreement (cont.)
Xxxx X. Efron
J. Xxxxxxx Xxxxx
W. Xxxx Xxxxx
Pieter Maarten Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxx
Xxxxxx X. Xxxxx
Xxxxxxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. Gnodde
Xxxxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
M. Xxxx Xxxxxxxxxxx
Xxxxxxxxx X. Xxxxxxx-Xxxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Xxxxxx Xxxxxxx III
Xxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxx
Xxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Signature Page 1
to
Shareholders' Agreement (cont.)
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx III
Xxxxxxx X. Xxxxxxxxx
Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxx X. L'Heureux
Xxxxxxxx X. Xxxxxx
Xxxxxx Xxxxxxxxx
Xxxxxx X. Xxxxxxxxxxxx
Xxxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X.X. Xxxxxxxxx
Xxxxxx X. Xxxxx
Eff X. Xxxxxx
Xxxxx X. Xxxxxxxxxx
Xxxx X. XxXxxxx
E. Xxxxx Xxxx
Xxxxxxx X. Xxxxx
T. Xxxxxx Xxxxxx
Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxxx Xxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxx III
Xxxxxxx X. Xxxxxxx
Xxxxxxx Xxxxxxxx-Xxxxxxx
Xxxxxx X. Mule
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Xx.
Avi X. Xxxx
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxxx Xxxxxxxx
Signature Page 1
to
Shareholders' Agreement (cont.)
Xxxxxxx X. Xxxx Xxxxxxx
Xxxxxxx X. Xxxxxxxxx
Xxxx Xxxxxx
Xxxxxxx X. X'Xxxxx
Xxxxxxx X. X'Xxxxx
Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. X'Xxxx
Xxxx X. Xxxxxxx
Xxxxxxx X. X'Xxxxx
Xxxxxx X. Xxxx
Xxxxxxx X. Palm
Xxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
Wiet H. Pot
Xxxx X. Xxxxxx
Xxxxxxx X. Price
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Xxxxx X. Xxxxx, Xx.
Xxxxx X. Xxxxxxxxx
J. Xxxxx Xxxxxx
Xxxxxxxx Xxxxx
Xxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxx
Xxxx X. Xxxx
Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Xxxxxx Xxxxxxx
Xxxxxxx Xxxx
Xxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Xxxxx Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxx X. Xxxxxxxx
Signature Page 1
to
Shareholders' Agreement (cont.)
Xxxx Xxxxxxxx
Xxxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
Xxxxxxx Xxxxx
Xxxxxxxxx X. Xxxx-Xxxxx
Xxxx X Xxxxx
Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Esta X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxx X. Steel
Xxxxx X. Xxxx
Xxxxx X. Xxxxxxxxxx
Xxxx X. Xxxxx
Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxx
Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxxx, III
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxx III
Xxxxxx X. Xxxx
Xxxxxxx X. Xxxxxxxx
Xxxx X. Xxxxx
Xxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx III
Xxxxxxx X. Xxxx
Xxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx, Xx.
Signature Page 1
to
Shareholders' Agreement (cont.)
Xxxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxx III
Xxx Xxxxxxxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxx X. Xxx
Xxxxxxx X. Xxxxxx
Xxxx Xxxxx
Xxxxxxx X. Xxxxxx
Jide X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxx X. Xxxxxx
By:/s/ Xxxxxxx X. Palm
------------------------
Name: Xxxxxxx X. Palm
Title: Attorney-in-Fact
Dated: May 7, 1999
Signature Page 2
to
Shareholders' Agreement
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxx X. Xxx Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxx Xxxxx
By:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
By:/s/ Philippe J. Altuzarra By:/s/ Xxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Philippe J. Altuzarra Name: Xxxx X. Xxxxxxx
By:/s/ Xxxxxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx
By:/s/ Xxxxxxx X. August By:/s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. August Name: Xxxxxxx X. Xxxxxxxxx
By:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx
By:/s/ Xxxxxxx X. Xxxxxx-Xxxxx By:/s/ Xxxx-Xxx Biamonti
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxx-Xxxxx Name: Xxxx-Xxx Biamonti
By:/s/ Xxxxxx X. Xxxxxxxx By:/s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
By:/s/ Xxxxxxxx X. Xxxxxxx By:/s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx
Signature Page 2
to
Shareholders' Agreement
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
By:/s/ Xxxxxxx W.A. Xxxx By:/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx W.A. Xxxx Name: Xxxxxxx X. Xxxxxxxx
By:/s/ Xxxxxxx X. Xxxxxxxx III By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxxx III Name: Xxxxxxx X. Xxxxxx
By:/s/ Xxxxxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxxxxx III
-------------------------------- --------------------------------
Name: Xxxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxxx III
By:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxxx
By:/s/ Xxxxx X. Xxxxxxxxx By:/s/ Xxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxx
By:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X.Xxxxxxxx-Xxxxxxx
--------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X.Xxxxxxxx-Xxxxxxx
By:/s/ Xxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Carpet
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxxxxx X. Carpet
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxx
By:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx, Xx.
Signature Page 2
to
Shareholders' Agreement
By:/s/ Xxxxx Xxxxxxxx By:/s/ Xxxxxxx X. Xxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
By:/s/ Xxxxxxx X. Xxxxxxxxx By:/s/ Xxxxx X. Xxxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx
By:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
By:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
By:/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
By:/s/ Xxxxx X. Xxxxxxxxxxx By:/s/ Xxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxx
By:/s/ Xxxxxx X. Xxxxxxxx By:/s/ Xxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxx
By:/s/ Xxxxx X. Xxxxxxx By:/s/ Xxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
By:/s/ Xxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Signature Page 2
to
Shareholders' Agreement
By:/s/ Xxxx X. Xxxx By:/s/ Xxxx Xxxx Xxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxx Name: Xxxx Xxxx Xxxx
By:/s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx, Xx.
By:/s/ Xxxx X. Del Xxxxxx By:/s/ Xxxxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Del Xxxxxx Name: Xxxxxxx X. Xxxxx
By:/s/ Xxxxxxx Xxxxxx By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
By:/s/ Xxxxxx X. Xxxxxxxxx By:/s/ Matthieu X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxxx Name: Matthieu X. Xxxxxx
By:/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxxx
By:/s/ Xxxxx X. Xxxxxxxxx By:/s/ Xxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxxx Name: Xxx X. Xxxxx
By:/s/ Xxxxxx D'Italia By:/s/ Xxxxxxxx Xxxxx
-------------------------------- --------------------------------
Name: Xxxxxx D'Italia Name: Xxxxxxxx Xxxxx
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
By:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx
Signature Page 2
to
Shareholders' Agreement
By:/s/ Xxxx X. Xxxxxxxxx By:/s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxx, Xx.
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxxx
By:/s/ Xxxxxxx X. Xxxxxxxx By:/s/ Xxxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx
By:/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
By:/s/ Xxxx X. Xxxxxxxx By:/s/ Xxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxx
By:/s/ Xxxxxxx X. Eve By:/s/ Xxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Eve Name: Xxxxxx X. Xxxxxxx
By:/s/ Xxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxxxx-Xxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx-Xxxxx
By:/s/ Xxxxxxxxx X. Xxxxxxxxxx By:/s/ C. Xxxxxxx Xxxx
-------------------------------- --------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxxx Name: C. Xxxxxxx Xxxx
By:/s/ Xxxxxx X. Xxxxxxx By:/s/ Emmanuel Gavaudan
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Emmanuel Gavaudan
By:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Signature Page 2
to
Shareholders' Agreement
By:/s/ H. Xxxx Xxxxxxxxxx, Jr. By:/s/ Xxxx Xxxxxxxxx
-------------------------------- --------------------------------
Name: H. Xxxx Xxxxxxxxxx, Jr. Name: Xxxx Xxxxxxxxx
By:/s/ Xxxx X. Xxxxxxxxx By:/s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx
By:/s/ Xxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxx III
-------------------------------- --------------------------------
Name: Xxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx III
By:/s/ Xxxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
By:/s/ Xxxxxxx X. Xxxxxxxxx By:/s/ Xxxxxxxxx Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxx
By:/s/ Xxxxx X. Xxxxxxxxx By:/s/ Xxxxxxx X. Xxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxx
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxx
By:/s/ Xxxxxxxxxxx Xxxxx By:/s/ Xxxxxxxx Xxxxx
-------------------------------- --------------------------------
Name: Xxxxxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx
By:/s/ Xxxxxxx X. Grip By:/s/ Xxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Grip Name: Xxxx X. Xxxxxx
By:/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxxxxx
Signature Page 2
to
Shareholders' Agreement
By:/s/ R. Xxxxxxx Xxxxxxxxx By:/s/ Xxxxxxxx Xxxxx
-------------------------------- --------------------------------
Name: R. Xxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx
By:/s/ Xxxxxx Xx By:/s/ Xxxxxxx X. Xxxxx III
-------------------------------- --------------------------------
Name: Xxxxxx Xx Name: Xxxxxxx X. Xxxxx III
By:/s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
By:/s/ Xxxxxxxxxxx X. Xxxx By:/s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
By:/s/ Xxxxxxx X. Xxxxxxxx By:/s/ Xxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxx X. Xxxxxx
By:/s/ Xxxxxx X. Xxxxxxx By:/s/ Xxxxxx X. Xxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxx
By:/s/ Xxxxxx X. Xxxxxxxxx, Xx. By:/s/ Xxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
By:/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxxxxx X. Xxxxx III
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxx III
By:/s/ Xxxxxxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Signature Page 2
to
Shareholders' Agreement
By:/s/ Xxxxxx X. Xxxx XX By:/s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxx XX Name: Xxxxx X. Xxxxx
By:/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxx, Xx.
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx, Xx.
By:/s/ Xxxxx X. Xxxxxx By:/s/ Sun Xxx Xxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Sun Xxx Xxx
By:/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxx X. Xxxx
-------------------------------- --------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxx
By:/s/ Xxxxx Xxxxxx By:/s/ Xxxxxx X. Xxxx, Xx.
-------------------------------- --------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxx, Xx.
By:/s/ Xxxxx Xxxxxxxx By:/s/ Xxxxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxxx
By:/s/ Xxxxxxx Xxxxxx By:/s/ Xxxx X. Xxxx
-------------------------------- --------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxx X. Xxxx
By:/s/ Sion X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Sion X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
By:/s/ R. Xxxx Xxxxxxx By:/s/ Xxxxx X. Xxxxxx
-------------------------------- --------------------------------
Name: R. Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
By:/s/ Xxxx X. Xxxxx By:/s/ Xxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Signature Page 2
to
Shareholders' Agreement
By:/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
By:/s/ Xxxx Xxxxxx By:/s/ Xxxx X. Levande
-------------------------------- --------------------------------
Name: Xxxx Xxxxxx Name: Xxxx X. Levande
By:/s/ Xxxxxxxxx X. Xxxxxxx By:/s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------- --------------------------------
Name: Xxxxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxx, Xx.
By:/s/ Xxxxxx X. Xxxxxxx Xx. By:/s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxx Xx. Name: Xxxx X. Xxxxxxxxx
By:/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx
By:/s/ Xxxxx X. Xxxxxx By:/s/ Xxxx X. Xxxxxxx
-------------------------------- --------------------------------
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
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
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
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
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
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
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
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
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.
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
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
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
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
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
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
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
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
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
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
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
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
