Table of Contents

Item 3.03 Material Modification to Rights of Security Holders.

On May 15, 2007, Goldman Sachs Capital II, a Delaware statutory trust (“GS Capital II”) and a subsidiary of The Goldman Sachs Group, Inc. (the “Registrant”), issued in a public offering 1,750,000 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount of $1,000 per security, fully and unconditionally guaranteed, to the extent described in the Registrant’s prospectus supplement dated May 8, 2007, by the Registrant (the “Fixed-to-Floating Rate Normal APEX”). We refer to this transaction as the “GS Capital II Transaction”. Concurrently with the GS Capital II Transaction, Goldman Sachs Capital III, a Delaware statutory trust (“GS Capital III”) and a subsidiary of the Registrant, issued in a public offering 500,000 Floating Rate Normal Automatic Preferred Enhanced Capital Securities, liquidation amount of $1,000 per security, fully and unconditionally guaranteed, to the extent described in the Registrant’s prospectus supplement dated May 8, 2007, by the Registrant (the “Floating Rate Normal APEX” and together with the Fixed-to-Floating Rate Normal APEX, the “Normal APEX”). We refer to this transaction as the “GS Capital III Transaction”.

Under the terms of the Fixed to Floating Rate Normal APEX, the Registrant has agreed to sell to GS Capital II, and GS Capital II has agreed to purchase, 17,500.1 shares of the Registrant’s perpetual Non-Cumulative Preferred Stock, Series E, with a liquidation preference of $100,000 per share (the “Series E Preferred Stock”). Under the terms of the Floating Rate Normal APEX, the Registrant has agreed to sell to GS Capital III, and GS Capital III has agreed to purchase, 5,000.1 shares of the Registrant’s perpetual Non-Cumulative Preferred Stock, Series F, with a liquidation preference of $100,000 per share (the “Series F Preferred Stock”). Upon the issuance of the Series E Preferred Stock and the Series F Preferred Stock, the ability of the Registrant to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or preferred stock will be subject to certain restrictions. These restrictions are set forth in the Certificate of Designations to the Restated Certificate of Incorporation of the Registrant, establishing the terms of the Series E Preferred Stock (the “Series E Certificate of Designations”) and the Certificate of Designations to the Restated Certificate of Incorporation of the Registrant, establishing the terms of the Series F Preferred Stock (the “Series F Certificate of Designations”).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2007, the Registrant filed the Series E Certificate of Designations and the Series F Certificate of Designations with the Secretary of State of the State of Delaware, establishing the terms of the Series E Preferred Stock and the Series F Preferred Stock, respectively. Copies of the Series E Certificate of Designations and Series F Certificate of Designations are included as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report on Form 8-K.

Item 8.01 Other Events.

In connection with the closing of the GS Capital II Transaction, the Registrant entered into a replacement capital covenant (the “GS Capital II RCC”) and in connection with the closing of the GS Capital III Transaction, the Registrant entered into a second replacement capital covenant (the “GS Capital III RCC” and together with the GS Capital II RCC, the “RCCs”). Under the RCCs, the Registrant covenanted in favor of certain of its debtholders, who are initially the holders of the Initial Covered Debt (as defined below), that it will not redeem or purchase (x) the Registrant’s Remarketable 5.593% Junior Subordinated Notes due 2043 (the “Fixed Rate Notes”) issued to GS Capital II, the Registrant’s Remarketable Floating Rate Junior Subordinated Notes due 2043 issued to GS Capital III (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Notes”) or Normal APEX prior to the Stock Purchase Date (as defined in each RCC) or (y) Normal APEX or shares of the Series E Preferred Stock or Series F Preferred Stock prior to the date that is ten years after the Stock Purchase Date, unless (i) the Registrant has obtained the prior approval of the SEC if such approval is then required under the SEC rules then applicable to consolidated supervised entities; and (ii) the applicable redemption or purchase price does not exceed a maximum amount determined by reference to the aggregate amount of net cash proceeds the Registrant has received from the sale of common stock, rights to acquire common stock, mandatorily convertible preferred stock, qualifying preferred stock and certain qualifying capital securities since the date 180 days prior to delivery of notice of such redemption or the date of such purchase. The Initial Covered Debt is the Registrant’s 6.345% Junior Subordinated Debentures due February 15, 2034. The foregoing is a brief description of the terms of the RCCs. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the RCCs, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2.