Each of the 28,000,000 depositary shares offered hereby represents a 1/1,000th ownership interest in a share of perpetual Floating Rate Non-Cumulative Preferred Stock, Series A (˘Series A Preferred Stock÷), $25,000 liquidation preference per share, of The Goldman Sachs Group, Inc., deposited with JPMorgan Chase Bank, N.A., as depositary. The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to all proportional rights and preferences of the Series A Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
Holders of Series A Preferred Stock will be entitled to receive dividend payments only when, as and if declared by our board of directors or a duly authorized committee of the board. Any such dividends will be payable from the date of original issue on a non-cumulative basis, quarterly in arrears on the 10th day of February, May, August and November of each year, commencing on August 10, 2005, at a rate per annum equal to the greater of (1) 0.75% above LIBOR on the related LIBOR determination date or (2) 3.75%. In the event dividends are not declared on Series A Preferred Stock for payment on any dividend payment date, then those dividends will not be cumulative and will cease to accrue and be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the Series A Preferred Stock are declared for any future dividend period.
The Series A Preferred Stock is not redeemable prior to April 25, 2010. On and after that date, the Series A Preferred Stock will be redeemable at our option, in whole or in part, at a redemption price of $25,000 per share (equivalent to $25 per depositary share), plus declared and unpaid dividends. The Series A Preferred Stock will not have voting rights, except as set forth under ˘Description of Series A Preferred Stock ¨ Voting Rights÷ on page S-15.