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                                                                    Exhibit 4.20


                                   [FORM OF]

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

      Agreement as to Expenses and Liabilities, dated as of [    ] , between The
Goldman Sachs Group, Inc., a Delaware corporation, in its capacity as Holder (as
defined in the Trust Agreement referred to below) of the Common Securities
referred to below (in such capacity, and together with its successors in such
capacity, the "Common Securityholder"), and Goldman Sachs Capital III, a
Delaware statutory trust (the "Issuer Trust").

                              W i t n e s s e t h :

     Whereas, the Issuer Trust intends to issue its Common Securities (the
"Common Securities") to and receive Subordinated Debentures from The Goldman
Sachs Group, Inc. and to issue and sell [  ]% Capital Securities (the "Capital
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Issuer
Trust, dated as of [    ], as the same may be amended from time to time (the
"Trust Agreement"); and

      Whereas, the Common Securityholder will own all of the Common Securities
of the Issuer Trust;

      Whereas, terms used but not defined herein have the meanings set forth in
the Trust Agreement;

      Now, Therefore, for good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged:

                                   ARTICLE 1.

      Section 1.1 Guarantee by the Common Securityholder.

      Subject to the terms and conditions hereof, the Common Securityholder
hereby irrevocably and unconditionally guarantees to each person or entity to
whom the Issuer Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment, when and as due, of any and all Obligations
(as hereinafter defined) to such Beneficiaries. As used herein, "Obligations"
means any costs, expenses or liabilities of the Issuer Trust, other than
obligations of the Issuer Trust to pay to holders of any Trust Securities the
amounts due to such holders pursuant to the terms of the Trust Securities. This
Agreement is intended to be for the benefit of, and to be enforceable by, all
such Beneficiaries, whether or not such Beneficiaries have received notice
hereof.

      Section 1.2 Subordination of Guarantee.

      The guarantee and other liabilities and obligations of the Common
Securityholder under this Agreement shall constitute unsecured obligations of
the Common Securityholder and shall rank subordinate and junior in right of
payment to all Senior


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Debt (as defined in the Indenture) of the Common Securityholder to the extent
and in the manner set forth in the Indenture with respect to the Subordinated
Debentures, and the provisions of Article XIV of the Indenture will apply,
mutatis mutandis, to the obligations of the Common Securityholder hereunder. The
obligations of the Common Securityholder hereunder do not constitute Senior Debt
(as defined in the Indenture) of the Common Securityholder.

      Section 1.3 Term of Agreement.

      This Agreement shall terminate and be of no further force or effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Capital Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Capital Securities or any Beneficiary must restore payment of any sums
paid in respect of the Capital Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by the Common Securityholder and The
Bank of New York, as guarantee trustee, or under this Agreement for any reason
whatsoever.

      This Agreement shall be continuing, irrevocable, unconditional and
absolute.

      Section 1.4 Waiver of Notice.

      The Common Securityholder hereby waives notice of acceptance of this
Agreement and of any Obligation to which it applies or may apply, and the Common
Securityholder hereby waives presentment, demand for payment, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

      Section 1.5 No Impairment.

      The obligations, covenants, agreements and duties of the Common
Securityholder under this Agreement shall in no way be affected or impaired by
reason of the happening from time to time of any of the following:

            i.    the extension of time for the payment by the Issuer Trust of
                  all or any portion of the Obligations or for the performance
                  of any other obligation under, arising out of, or in
                  connection with, the Obligations;

            ii.   any failure, omission, delay or lack of diligence on the part
                  of the Beneficiaries to enforce, assert or exercise any right,
                  privilege, power or remedy conferred on the Beneficiaries with
                  respect to the Obligations or any action on the part of the
                  Issuer Trust granting indulgence or extension of any kind; or


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            iii.  the voluntary or involuntary liquidation, dissolution, sale of
                  any collateral, receivership, insolvency, bankruptcy,
                  assignment for the benefit of creditors, reorganization,
                  arrangement, composition or readjustment of debt of, or other
                  similar proceedings affecting, the Issuer Trust or any of the
                  assets of the Issuer Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, the Common Securityholder with respect to the happening of any
of the foregoing.

      Section 1.6 Enforcement.

      A Beneficiary may enforce this Agreement directly against the Common
Securityholder and the Common Securityholder waives any right or remedy to
require that any action be brought against the Issuer Trust or any other person
or entity before proceeding against the Common Securityholder.

      Section 1.7 Subrogation.

      The Common Securityholder shall be subrogated to all (if any) rights of
the Issuer Trust in respect of any amounts paid to the Beneficiaries by the
Common Securityholder under this Agreement; provided, however, that the Common
Securityholder shall not (except to the extent required by mandatory provisions
of law) be entitled to enforce or exercise any rights which it may acquire by
way of subrogation or any indemnity, reimbursement or other agreement, in all
cases as a result of payment under this Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Agreement.



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                                   ARTICLE 2.

      Section 2.1 Binding Effect.

      This Agreement shall bind the successors, receivers, trustees and
representatives of the Common Securityholder and shall inure to the benefit of
the Beneficiaries.

      Section 2.2 Amendment.

      So long as there shall remain any Beneficiary or any Capital Securities of
any series shall be outstanding, this Agreement may not be modified or amended
in any manner adverse to such Beneficiary or to the holders of the Capital
Securities, as the case may be.

      Section 2.3 Notices.

      Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered
or certified mail, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of an answer-back, if sent by telex):

            Goldman Sachs Capital III
            c/o The Goldman Sachs Group, Inc.
            85 Broad Street
            New York, NY  10004
            Facsimile No.:
            Attention:

            The Goldman Sachs Group, Inc.
            85 Broad Street
            New York, NY  10004
            Facsimile No.:
            Attention:

      Section 2.4 Governing Law.

      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.




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      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                          THE GOLDMAN SACHS GROUP, INC.


                                          By:________________________
                                             Name:
                                             Title:



                                          GOLDMAN SACHS CAPITAL III


                                          By:_________________________
                                             Name:
                                             Administrative Trustee




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