GOLDMAN SACHS EXECUTION & CLEARING, L.P.

SEC source: 0000769993-06-000499 · ax420050307gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GOLDMAN SACHS EXECUTION & CLEARING, L.P. · CIK 0001166257 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F2 · kind: Disposed of pursuant to the Issuer's merger with the New York Stock Exchange, Inc. in exchange for an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share ("NYX Common Stock"). Consists of 5,877,797 shares owned by GSEC, 1,264,877 shares owned by GSAI and 163,048 shares owned by SLK-Hull. On March 7, 2006, the effective date of the merger, the closing price of the Issuer's common stock, par value $.01 per share ("AX Common Stock") was $64.25 per share. The shares of NYX Common Stock commenced trading on March 8, 2006, the day following the effective date of the merger, at $67.00 per share. As a result of the merger, the Reporting Persons no longer directly or indirectly beneficially own shares of AX Common Stock.

F2 · price: Disposed of pursuant to the Issuer's merger with the New York Stock Exchange, Inc. in exchange for an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share ("NYX Common Stock"). Consists of 5,877,797 shares owned by GSEC, 1,264,877 shares owned by GSAI and 163,048 shares owned by SLK-Hull. On March 7, 2006, the effective date of the merger, the closing price of the Issuer's common stock, par value $.01 per share ("AX Common Stock") was $64.25 per share. The shares of NYX Common Stock commenced trading on March 8, 2006, the day following the effective date of the merger, at $67.00 per share. As a result of the merger, the Reporting Persons no longer directly or indirectly beneficially own shares of AX Common Stock.

F1 · ownership.nature: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs Execution & Clearing, L.P. ("GSEC"), GS Archipelago Investment, L.L.C. ("GSAI"), SLK-Hull Derivatives LLC ("SLK-Hull"), and SLK LLC (and together with GS Group, GSEC, GSAI and SLK-Hull, the "Reporting Persons"). GSEC, GSAI, SLK-Hull and SLK LLC are direct or indirect wholly-owned subsidiaries of GS Group. SLK LLC is the sole general partner of GSEC. Each of GS Group and SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F2 · ownership.nature: Disposed of pursuant to the Issuer's merger with the New York Stock Exchange, Inc. in exchange for an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share ("NYX Common Stock"). Consists of 5,877,797 shares owned by GSEC, 1,264,877 shares owned by GSAI and 163,048 shares owned by SLK-Hull. On March 7, 2006, the effective date of the merger, the closing price of the Issuer's common stock, par value $.01 per share ("AX Common Stock") was $64.25 per share. The shares of NYX Common Stock commenced trading on March 8, 2006, the day following the effective date of the merger, at $67.00 per share. As a result of the merger, the Reporting Persons no longer directly or indirectly beneficially own shares of AX Common Stock.

SEC source: 0000769993-05-000432 · ax420050617gsg_ex.xml · nonDerivative · entry 3

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

GOLDMAN SACHS EXECUTION & CLEARING, L.P. · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,305,722

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs Execution & Clearing, L.P. ("GSEC" ). Without admitting any legal obligation, The Goldman Sachs Group, Inc. ("GSG") or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than GSG and GSEC, disclaim beneficial ownership of the securities owned by GSEC. GSG may be deemed to beneficially own indirectly 7,305,722 shares of Archipelago Holdings, Inc. common stock, ("Common Stock") by reason of the direct ownership of such shares by GSEC (formerly, Spear, Leeds & Kellogg, L.P.), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull").

F2 · ownership.nature: GSEC beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSEC, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000432 · ax420050617gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

GOLDMAN SACHS EXECUTION & CLEARING, L.P. · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,305,822

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs Execution & Clearing, L.P. ("GSEC" ). Without admitting any legal obligation, The Goldman Sachs Group, Inc. ("GSG") or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than GSG and GSEC, disclaim beneficial ownership of the securities owned by GSEC. GSG may be deemed to beneficially own indirectly 7,305,722 shares of Archipelago Holdings, Inc. common stock, ("Common Stock") by reason of the direct ownership of such shares by GSEC (formerly, Spear, Leeds & Kellogg, L.P.), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull").

F2 · ownership.nature: GSEC beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSEC, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-05-000432 · ax420050617gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

GOLDMAN SACHS EXECUTION & CLEARING, L.P. · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,306,202

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs Execution & Clearing, L.P. ("GSEC" ). Without admitting any legal obligation, The Goldman Sachs Group, Inc. ("GSG") or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than GSG and GSEC, disclaim beneficial ownership of the securities owned by GSEC. GSG may be deemed to beneficially own indirectly 7,305,722 shares of Archipelago Holdings, Inc. common stock, ("Common Stock") by reason of the direct ownership of such shares by GSEC (formerly, Spear, Leeds & Kellogg, L.P.), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull").

F2 · ownership.nature: GSEC beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GSEC, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000537 · ax42004082731gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,305,722

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 7,305,722 shares of Archipelago Holdings, Inc. common stock, par value $.01 per share ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000537 · ax42004082731gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,304,222

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 7,305,722 shares of Archipelago Holdings, Inc. common stock, par value $.01 per share ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000523 · ax42004081819gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,235,313

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than Goldman Sachs and The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 7,235,313 shares of Archipelago Holdings, Inc. common stock, par value $.01 per share ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 5,789,517 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 180,919 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000531 · ax420040819gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,305,722

F1 · ownership.nature: Pursuant to an underwriting agreement, dated August 12, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Archipelago Holdings, Inc. (the "Company") common stock, par value $.01 per share (the "Common Stock"), by the Company and certain selling stockholders (the "Selling Stockholders," which include Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives, LLC ("SLK-Hull")), pursuant to a registration statement filed by the Company on Form S-1 (Registration No. 333-113226) which was declared effective by the Securities and Exchange Commission on August 12, 2004 and which offering was consummated on August 17, 2004, the underwriters party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from certain of the Selling Stockholders.

F2 · ownership.nature: On August 19, 2004 the sale of shares of the Company's Common Stock by certain of the Selling Stockholders to the Underwriters pursuant to the exercise in full by the Underwriters of an option to purchase an additional amount of shares of the Company's Common Stock from certain of the Selling Stockholders was consummated and in connection with such sale, SLK-Hull sold 17,871 shares of the Company's Common Stock to the Underwriters. Goldman, Sachs & Co. ("Goldman Sachs") was one of the several Underwriters under the Underwriting Agreement. Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GSG").

F3 · ownership.nature: GSG may be deemed to beneficially own indirectly 7,305,722 shares of Common Stock by reason of SLK, GSAI and SLK-Hull direct ownership of such shares. SLK beneficially owns directly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000523 · ax42004081819gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,236,313

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than Goldman Sachs and The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 7,235,313 shares of Archipelago Holdings, Inc. common stock, par value $.01 per share ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 5,789,517 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 180,919 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000518 · ax420040817gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,235,313

F1 · ownership.nature: Pursuant to an underwriting agreement, dated August 12, 2004 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Archipelago Holdings, Inc. (the "Company") common stock, par value $.01 per share (the "Common Stock"), by the Company and selling stockholders (the "Selling Stockholders", which include Spear, Leeds & Kellogg, L.P. ("SLK" ), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives, LLC ("SLK-Hull" )), pursuant to a registration statement filed by the Company on Form S-1 (Registration No. 333-113226) which was declared effective by the Securities and Exchange Commission on August 12, 2004 and which offering was consummated on August 17, 2004, SLK; GSAI and SLK-Hull sold 1,814,000; 400,000 and 70,563 shares of Common Stock, respectively.

F2 · ownership.nature: The Goldman Sachs Group, Inc. ("GSG") may be deemed to beneficially own indirectly 7,235,313 shares of Common Stock by reason of SLK, GSAI and SLK-Hull direct ownership of such shares. SLK beneficially owns directly 5,789,517 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 180,919 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000530 · ax420040817amendgsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 7,323,593

F1 · kind: Pursuant to an agreement entered into in connection with the February 2002 merger of Archipelago Holdings, L.L.C., the predecessor of Archipelago Holdings, Inc. (the "Company") with REDIBook ECN LLC, Spear, Leeds & Kellogg, L.P. ("SLK") received 88,280 shares of the Company's common stock, par value $.01 per share (the "Common Stock") upon completion of the registered public offering of the Company's Common Stock. The public offering was consummated on August 17, 2004. The receipt of such shares by SLK upon completion of the offering was involuntary.

F1 · price: Pursuant to an agreement entered into in connection with the February 2002 merger of Archipelago Holdings, L.L.C., the predecessor of Archipelago Holdings, Inc. (the "Company") with REDIBook ECN LLC, Spear, Leeds & Kellogg, L.P. ("SLK") received 88,280 shares of the Company's common stock, par value $.01 per share (the "Common Stock") upon completion of the registered public offering of the Company's Common Stock. The public offering was consummated on August 17, 2004. The receipt of such shares by SLK upon completion of the offering was involuntary.

F2 · ownership.nature: The Goldman Sachs Group, Inc. ("GSG") may be deemed to beneficially own indirectly 7,323,593 shares of Common Stock by reason of SLK, GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives, LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 180,919 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000514 · ax42004081213gsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,519,876

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than Goldman Sachs and The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000514 · ax42004081213gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GOLDMAN SACHS & CO · CIK 0000769993 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,518,376

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than Goldman Sachs and The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 9

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,519,876

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 8

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,609,876

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 7

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,607,576

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 6

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,606,476

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 5

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,596,676

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 4

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,588,176

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 3

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,552,776

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 2

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,528,576

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-04-000516 · ax420040812amendgsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · 10% owner

GS Archipelago Investment, L.L.C. · CIK 0001300043 · 10% owner

SLK-HULL Derivatives, LLC · CIK 0001300074 · 10% owner

SLK LLC · CIK 0001300075 · 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,527,576

F1 · ownership.nature: The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs International ("GSI"). Such securities were purchased and sold through a GSI error account due to erroneous trades made on behalf of a client. Without admitting any legal obligation, GSI or an affiliate will remit appropriate profits, if any, to Archipelago Holdings, Inc. (the "Company"). The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by GSI. GSI is an indirect wholly-owned subsidiary of GSG.

F2 · ownership.nature: GSG may be deemed to beneficially own indirectly 9,519,876 shares of Archipelago Holdings, Inc. common stock ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 7,603,517 shares of Common Stock. GSAI beneficially owns directly 1,664,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 251,482 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

SEC source: 0000769993-03-000643 · wisli41126gsg_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · Former 10% Owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 77,367

F1 · ownership.nature: As a result of the sales reported herein, the Reporting Persons ceased to be the owners of more than 10% of the shares of Cumulative Preferred Stock 6.50% Series reported to be outstanding in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (filed with the Securities and Exchange Commission on March 26, 2003) and are therefore no longer subject to Section 16.

F2 · ownership.nature: The securities reported herein as sold were sold and were beneficially owned directly by Spear, Leeds & Kellogg, L.P. ("SLK"). SLK is an indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, SLK or an affiliate will remit appropriate profits, if any, to the Company

SEC source: 0000769993-03-000509 · wisconsinpower_ex.xml · nonDerivative · entry 1

GOLDMAN SACHS GROUP INC/ · CIK 0000886982 · Former 10% owner

SPEAR LEEDS & KELLOGG LP · CIK 0001166257 · Former 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · balance_after: As a result of the sales reported herein, the Reporting Persons ceased to be the owners of more than 10% of the shares of Cumulative Preferred Stock 6.50% Series reported to be outstanding in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (filed with the Securities and Exchange Commission on March 26, 2003) and are therefore no longer subject to Section 16.

F1 · ownership.direct: As a result of the sales reported herein, the Reporting Persons ceased to be the owners of more than 10% of the shares of Cumulative Preferred Stock 6.50% Series reported to be outstanding in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (filed with the Securities and Exchange Commission on March 26, 2003) and are therefore no longer subject to Section 16.

F2 · ownership.direct: The securities reported herein as sold were sold and were beneficially owned directly by Spear, Leeds & Kellogg, L.P. ("SLK"). SLK is an indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, SLK or an affiliate will remit appropriate profits, if any, to the Company.

F1 · ownership.nature: As a result of the sales reported herein, the Reporting Persons ceased to be the owners of more than 10% of the shares of Cumulative Preferred Stock 6.50% Series reported to be outstanding in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (filed with the Securities and Exchange Commission on March 26, 2003) and are therefore no longer subject to Section 16.

F2 · ownership.nature: The securities reported herein as sold were sold and were beneficially owned directly by Spear, Leeds & Kellogg, L.P. ("SLK"). SLK is an indirect wholly-owned subsidiary of GS Group. Without admitting any legal obligation, SLK or an affiliate will remit appropriate profits, if any, to the Company.