Certificate of Incorporation/Bylaws - Form 8-K

Item 3.03 Material Modification to Rights of Security Holders.

Upon issuance of the Series X Preferred Stock (as defined in Item 5.03 below), the ability of The Goldman Sachs Group, Inc. (the "Registrant") to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Registrant fails to pay dividends on its Series X Preferred Stock. These restrictions are set forth in the Certificate of Designations establishing the terms of the Series X Preferred Stock, a copy of which is listed as Exhibit 3.1 to this Report on Form 8-Kand is incorporated herein by reference.