Common use of Compliance of Award Agreement and Plan with Section 409A Clause in Contracts

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 and the other provisions of this Award Agreement, this Paragraph 11 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11(a)(ii), 11(b), 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 10 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 10 and the other provisions of this Award Agreement, this Paragraph 11 shall 10 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a4, 6(b) and (b), 7 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall will occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a7(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b6(b), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 5 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall 6(a)(i) will be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 6(a)(i) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (h) Delivery of RSU Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (i) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, they may be from time to time, may be time amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including including, where applicable, the requirements applicable to, or to and the conditions for exemption from treatment as, as a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 9 and the other provisions of this Award Agreement, this Paragraph 11 9 shall govern. (b) Delivery Except as provided below, delivery of Shares shall not be delayed beyond made within 90 days after the date on which all applicable conditions or restrictions on Delivery Date. Notwithstanding the foregoing, if you are determined to be a “specified employee” upon the Delivery Date, delivery of the Shares in respect of underlying your RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), and Award shall be made on the consents and other items specified in Section 3.3 first day of the Plan) are satisfied, and shall occur by December 31 of the calendar year in which seventh month following the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d)Date. (c) Notwithstanding the any provisions of Paragraph 3(a) and Section 1.3.2(i) of this Award Agreement or the PlanPlan to the contrary, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm Cullen/Frost may deliver in respect of your RSUs DSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or in a manner otherwise as may be permitted under consistent with Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. Treasury Regulations section 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made within 90 days after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A)death. (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 Article 18 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs outstanding DSUs shall be paid to you within the calendar year that includes in which occurs the date of distribution of any corresponding regular cash dividends paid by GS Inc. Cullen/Frost in respect of a Share the record date for which occurs on or after the Date date of Grantgrant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUsoutstanding DSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery date is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End RSUs. (fg) The timing of delivery or payment referred to in the first sentence of Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. In addition, any other actions the Committee may take with respect to Outstanding Year-End RSUs to cure any actual or perceived conflict of interest shall be taken only at such time as, and if and to the extent that, it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11(a)(ii), 11(b), 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 16 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 16 and the other provisions of this Award Agreement, this Paragraph 11 shall 16 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 10(c) and (b), 11 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a11(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Short-Term RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b10(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 10(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 10(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Short-Term RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Short-Term RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 10(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 10(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 13 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 shall 15 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 9(c) and (b), 10 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a10(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Fixed Allowance RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b9(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 9(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 9(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Fixed Allowance RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Fixed Allowance RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 9(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 9(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 12 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 16 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 16 and the other provisions of this Award Agreement, this Paragraph 11 shall 16 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 10(c) and (b), 11 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a11(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Short-Term RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b10(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 10(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 10(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Short-Term RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Short-Term RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 10(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 10(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 13 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 [17][18] apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 [17][18] and the other provisions of this Award Agreement, this Paragraph 11 shall [17][18] will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a) and (b6, [7,] 10[(a)(ii), 10](b), 11([b][c])[, 12(b)] and [12][13] and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a[12][13](b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b[11][12]([b][c]), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph [11][12](a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph [11][12](a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) [The timing of delivery or payment referred to in Paragraph 6 shall 11(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 11(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A.] (gh) Paragraph [14][15] and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End Supplemental RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End Supplemental RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End Supplemental RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End Supplemental RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 17 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 17 and the other provisions of this Award Agreement, this Paragraph 11 shall 17 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 10[(a)(ii), 10](b), 11([b][c]) and (b), 12 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a12(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b11([b][c]), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 11(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 11(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (fg) [The timing of delivery or payment referred to in Paragraph 6 shall 11(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 11(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A.] (gh) Paragraph 14 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 [17][18] apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 [17][18] and the other provisions of this Award Agreement, this Paragraph 11 shall [17][18] will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, [7,] [[10][11](a)(ii),] [[10][11](b),] [11][12]([b][c]) and (b), [12][13] and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a[12][13](b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b[11][12]([b][c]), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph [11][12](a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph [11][12](a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 [7][8] or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) [The timing of delivery or payment referred to in Paragraph 6 shall [11][12](b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph [11][12](b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A.] (gh) Paragraph [14][15] and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 10 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 10 and the other provisions of this Award Agreement, this Paragraph 11 shall 10 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a4, 6(b) and (b), 7 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall will occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date as may be permitted under Section 409A, including, without limitation, including Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a7(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b6(b), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 5 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall 6(a)(i) will be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 6(a)(i) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (h) Delivery of RSU Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (i) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 and the other provisions of this Award Agreement, this Paragraph 11 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in the first sentence of Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. In addition, any other actions the Committee may take with respect to Outstanding RSUs to cure any actual or perceived conflict of interest shall be taken only at such time as, and if and to the extent that, it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your One-Time RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) [and (c)] (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your One-Time RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding One-Time RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding One-Time RSUs. (fg) The timing of delivery or payment referred to in the first sentence of Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. In addition, any other actions the Committee may take with respect to Outstanding One-Time RSUs to cure any actual or perceived conflict of interest shall be taken only at such time as, and if and to the extent that, it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your One-time RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your One-time RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding One-time RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding One-time RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern; provided, however, in the case of any conflict or potential inconsistency between this Paragraph 15 and Paragraph 9(i), Paragraph 9(i) shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your One-time RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your One-time RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The delivery of Shares referred to in Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding One-time RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding One-time RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11(a)(ii), 11(b), 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 16 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 16 and the other provisions of this Award Agreement, this Paragraph 11 shall 16 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 10(c) and (b), 11 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a11(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Short-Term RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b10(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 10(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 10(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Short-Term RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Short-Term RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 10(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 10(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 13 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 shall 15 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 9(c) and (b), 10 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a10(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Fixed Allowance RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b9(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 9(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 9(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Fixed Allowance RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Fixed Allowance RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 9(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 9(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 12 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 [17][18] apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 [17][18] and the other provisions of this Award Agreement, this Paragraph 11 shall [17][18] will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, [11,] [11][12](c) and (b), [12][13] and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a[12][13](b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b[11][12](c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph [11][12](a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph [11][12](a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall [11][12](b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph [11][12](b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph [14][15] and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 19 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 19 and the other provisions of this Award Agreement, this Paragraph 11 shall 19 will govern. (b) Delivery of Shares shall Settlement will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares settlement in respect of your RSUs PSUs required by this Award Agreement (including, without limitation, including those specified in Paragraphs 7(a12(a)(ii) and 12(b) (b), execution of waiver and release of claims agreement to pay associated tax liability) and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall settlement in respect of such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for settlement to be within the Delivery Date occurs short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on settlement to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares settlement to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and § 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. § 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a14(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards delivery or payment (including in the form of Shares at Risk or other property property) that the Firm may deliver make in respect of your RSUs shall PSUs will not have the effect of deferring delivery or payment, delivery, income inclusion, or a substantial risk of forfeiture, beyond the date on which such deliverypayment, payment delivery or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares payment or delivery that would otherwise have been deliverable made (unless the Committee elects a later date for this purpose pursuant to Reg. § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. § 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death 16 and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (he) Delivery of Shares Settlement in respect of this any portion of the Award may be made, if and to the extent elected by the Committee, later than the Delivery relevant Settlement Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment or delivery, as applicable, is permitted under Section 409A). (f) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End Short-Term RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (b), c) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End Short-Term RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End Short-Term RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End Short-Term RSUs. (fg) The timing of delivery or payment referred to in the first sentence of Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. In addition, any other actions the Committee may take with respect to Outstanding Year-End Short-Term RSUs to cure any actual or perceived conflict of interest shall be taken only at such time as, and if and to the extent that, it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11(a)(ii), 11(b), 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 shall 15 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 9(c) and (b), 10 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a10(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Fixed Allowance RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b9(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 9(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 9(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Fixed Allowance RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding Fixed Allowance RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 9(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 9(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 12 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11, 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of Shares shall Settlement will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares settlement in respect of your RSUs PSUs required by this Award Agreement (including, without limitation, including those specified in Paragraphs 7(aParagraph 11(b) (execution of waiver and (b), release of claims agreement to pay associated tax liability) and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall settlement in respect of such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for settlement to be within the Delivery Date occurs short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on settlement to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares settlement to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and § 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. § 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards delivery or payment [(including in the form of Shares at Risk or other property property)] that the Firm may deliver make in respect of your RSUs shall PSUs will not have the effect of deferring delivery or payment, delivery, income inclusion, or a substantial risk of forfeiture, beyond the date on which such deliverypayment, payment delivery or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares payment or delivery that would otherwise have been deliverable made (unless the Committee elects a later date for this purpose pursuant to Reg. § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. § 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death 15 and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (he) Delivery of Shares Settlement in respect of this any portion of the Award may be made, if and to the extent elected by the Committee, later than the Delivery relevant Settlement Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment or delivery, as applicable, is permitted under Section 409A). (f) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End RSUs. (fg) The timing of delivery or payment referred to in the first sentence of Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. In addition, any other actions the Committee may take with respect to Outstanding Year-End RSUs to cure any actual or perceived conflict of interest shall be taken only at such time as, and if and to the extent that, it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 19 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 19 and the other provisions of this Award Agreement, this Paragraph 11 shall 19 will govern. (b) Delivery of Shares shall Settlement will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares settlement in respect of your RSUs PSUs required by this Award Agreement (including, without limitation, including [those specified in Paragraphs 7(aParagraph 12(b) (execution of waiver and (b), and release of claims agreement to pay associated tax liability) and] the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall settlement in respect of such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for settlement to be within the Delivery Date occurs short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on settlement to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares settlement to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and § 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. § 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a14(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards delivery or payment (including in the form of Shares at Risk or other property property) that the Firm may deliver make in respect of your RSUs shall PSUs will not have the effect of deferring delivery or payment, delivery, income inclusion, or a substantial risk of forfeiture, beyond the date on which such deliverypayment, payment delivery or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares payment or delivery that would otherwise have been deliverable made (unless the Committee elects a later date for this purpose pursuant to Reg. § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. § 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death 16 and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (he) Delivery of Shares Settlement in respect of this any portion of the Award may be made, if and to the extent elected by the Committee, later than the Delivery relevant Settlement Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment or delivery, as applicable, is permitted under Section 409A). (f) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of Shares shall Settlement will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares settlement in respect of your RSUs PSUs required by this Award Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), and including the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall settlement in respect of such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for settlement to be within the Delivery Date occurs short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on settlement to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares settlement to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and § 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. § 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards delivery or payment [(including in the form of Shares at Risk or other property property)] that the Firm may deliver make in respect of your RSUs shall PSUs will not have the effect of deferring delivery or payment, delivery, income inclusion, or a substantial risk of forfeiture, beyond the date on which such deliverypayment, payment delivery or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares payment or delivery that would otherwise have been deliverable made (unless the Committee elects a later date for this purpose pursuant to Reg. § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. § 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death 15 and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (he) Delivery of Shares Settlement in respect of this any portion of the Award may be made, if and to the extent elected by the Committee, later than the Delivery relevant Settlement Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment or delivery, as applicable, is permitted under Section 409A). (f) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11, 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your One-Time RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) [and (c) (execution of waiver and release of claims and agreement to pay associated tax liability)] and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your One-Time RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding One-Time RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding One-Time RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Fixed Allowance RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Fixed Allowance RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Fixed Allowance RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Fixed Allowance RSUs. (fg) The timing of delivery or payment referred to in the first sentence of Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. In addition, any other actions the Committee may take with respect to Outstanding Fixed Allowance RSUs to cure any actual or perceived conflict of interest shall be taken only at such time as, and if and to the extent that, it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your One-Time RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b)[ and (c) (execution of waiver and release of claims and agreement to pay associated tax liability)] and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your One-Time RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding One-Time RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding One-Time RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 17 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 17 and the other provisions of this Award Agreement, this Paragraph 11 shall 17 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 10[(a)(ii), 10](b), 11([b][c]) and (b), 12 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a12([b][c]) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b11([b][c]), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 11(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 11(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (fg) [The timing of delivery or payment referred to in Paragraph 6 shall 11(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 11(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A.] (gh) Paragraph 14 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 shall 15 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 9(c) and (b), 10 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).with

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 10 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 10 and the other provisions of this Award Agreement, this Paragraph 11 shall 10 will govern. (b) Delivery Payment of Shares shall the RSU Payment Amount in respect of your RSUs will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs payment required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a4, 6(b) and (b), 7 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall will occur by December 31 of the calendar year in which the Delivery Payment Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery payment of Shares the RSU Payment Amount to a later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property payments that the Firm may deliver make in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares RSU Payment Amount that would otherwise have been deliverable payable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b6(b), the delivery Payment of Shares the RSU Payment Amount referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 5 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall 6(a)(i) will be the earlier of (i) the Delivery Payment Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 6(a)(i) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (h) Delivery Payment of Shares the RSU Payment Amount in respect of this Award any RSUs may be made, if and to the extent elected by the Committee, later than the Delivery Payment Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment is permitted under Section 409A). (i) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11(a)(ii), 11(b), 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. . (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs required by this Agreement (including; provided, without limitation, those specified in Paragraphs 7(a) and (b), and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (buthowever, in the case of any Award that constitutes 409A deferred compensationconflict or potential inconsistency between this Paragraph 15 and Paragraph 9(i), only to the extent that the later delivery is permitted under Section 409A)Paragraph 9(i) shall govern.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11(a)(ii), 11(b), 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11, 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 10 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 10 and the other provisions of this Award Agreement, this Paragraph 11 shall 10 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a4, 6(b) and (b), 7 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall will occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date as may be permitted under Section 409A, including, without limitation, including Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a7(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b6(b), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 5 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall 6(a)(i) will be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 6(a)(i) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (h) Delivery of RSU Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (i) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. AMENDMENT AND CONSTRUCTION

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 11(a)(ii), 11(b), 12(c) and (b), 13 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year ‘applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a13(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b12(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 12(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 12(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall 12(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 12(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 15 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 16 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are is intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall Firm will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 shall 15 will govern. (b) Delivery Payment of Shares shall the Award will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs payment required by this Agreement (includingare satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, without limitation, those specified in Paragraphs 7(a) and (b), and payment for such portion will occur by the consents and other items specified in Section 3.3 March 15 coinciding with the last day of the Planapplicable “short-term deferral” period described in Reg. 1.409A-1(b)(4) are satisfied, and shall occur by December 31 in order for the payment of the calendar year in which Award to be within the Delivery Date occurs short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on payment to be satisfied, the Committee Firm elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares payment to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b9(c), the delivery payment of Shares the Award referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (ed) Notwithstanding any provision The timing of payment pursuant to Paragraph 4 9(a) will occur on the earlier of (i) the Payment Date or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you (ii) a date that is within the calendar year that includes in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), payment will occur on the earlier of the Payment Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of distribution Employment. For purposes of any corresponding regular cash dividends paid Paragraph 9(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by GS Inc. the Firm) which is also a separation from service (as defined by the Firm in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUsaccordance with Section 409A). (fe) The timing of delivery or payment referred to in Paragraph 6 shall 9(b)(i) will be the earlier of (i) the Delivery Payment Date or (ii) a date that is within the calendar year in which the Committee Firm receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Firm action referred to in Paragraph 9(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gf) Paragraph 12 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hg) Delivery Payment of Shares in respect of this the Award may be made, if and to the extent elected by the CommitteeFirm, later than the Delivery Payment Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment is permitted under Section 409A). (h) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the payment.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 18 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 including Section 2(b) thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 18 and the other provisions of this Award Agreement, this Paragraph 11 shall 18 will govern. (b) Delivery of Shares shall not No payment under this Award will be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs such payment required by this Award Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall each payment will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for the Delivery Date occurs payment to be within the short-term deferral exception unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares payment to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsas described in Paragraph 19 below and Reg. § 1.409A-2(b)(7) (in conjunction with Section 3.21.3 6(d) of the Plan pertaining to Code Section 162(m)Plan) and Reg. § 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. § 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a) 15 and Section 1.3.2(i6(l) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hd) Delivery of Shares Payments in respect of this any portion of the Award may be made, if and to the extent elected by the Committee, later than the Delivery relevant Payment Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment is permitted under Section 409A). Payments in respect of any portion of the Award may not be accelerated except to the limited extent permitted by Section 409A and in such cases in the sole discretion of the Committee (including, as set forth in Paragraph 7 and in the case of death or post-employment conflict with ethics laws or conflict of interest laws). (e) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the payment.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 19 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 19 and the other provisions of this Award Agreement, this Paragraph 11 shall 19 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 7, 12, 13(c) and (b), 14 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a14(b) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b13(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 13(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 13(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 shall 13(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 13(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 16 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 4(b), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your One-time RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your One-time RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding One-time RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding One-time RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the provisions of the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 Section 2(b) thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery No payment under this Award (including any payment of Shares credited earnings) shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs such payment required by this Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and each payment shall occur by December 31 March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for the Delivery Date occurs payment to be within the short-term deferral exception unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares payment to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsas described in paragraph 3(c)(i) above and Reg. § 1.409A-2(b)(7) (in conjunction with Section 3.21.3 6(d) of the Plan pertaining to Code Section 162(m)Plan) and Reg. § 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(d), the delivery payment of Shares amounts referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (ed) Notwithstanding any provision The timing of payment pursuant to Paragraph 4 7 shall occur on the earlier of (i) the relevant Payment Date or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you (ii) a date that is within the calendar year that includes in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), payment shall occur on the earlier of the Payment Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of distribution Employment. For purposes of any corresponding regular cash dividends paid Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by GS Inc. the Firm) which is also a separation from service (as defined by the Firm in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUsaccordance with Section 409A). (fe) The timing of delivery or payment referred to in Paragraph 6 9(d) shall be the earlier of (i) the Delivery relevant Payment Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gf) Paragraph 10 and Section 3.4 6(l) of the Plan shall not apply to Awards that are 409A deferred compensation. (hg) Delivery of Shares Payments in respect of this any portion of the Award may be made, if and to the extent elected by the Committee, later than the Delivery relevant Payment Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery payment is permitted under Section 409A). (h) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern; provided, however, in the case of any conflict or potential inconsistency between this Paragraph 15 and Paragraph 9(i), Paragraph 9(i) shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End Supplemental RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End Supplemental RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The delivery of Shares referred to in Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End Supplemental RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End Supplemental RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 17 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 17 and the other provisions of this Award Agreement, this Paragraph 11 shall 17 will govern. (b) Delivery of RSU Shares shall will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of RSU Shares in respect of your RSUs required by this Agreement (including, without limitation, including those specified in Paragraphs 7(a6, 10[(a)(ii), 10](b), 11([b][c]) and (b), 12 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall delivery for such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of RSU Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of RSU Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and Reg. 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a12([b][c]) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall will not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the RSU Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b11(c), the delivery of RSU Shares referred to therein shall will be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 11(a) will occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery will occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 11(a), references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 7 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall will be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share share of Common Stock the record date for which occurs on or after the Date of Grant. The payment shall will be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the RSU Shares underlying such Outstanding RSUs. (fg) [The timing of delivery or payment referred to in Paragraph 6 shall 11(b)(i) will be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall will be made made, and any Committee action referred to in Paragraph 11(b)(ii) will be taken, only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A.] (gh) Paragraph 14 and Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (hi) Delivery of RSU Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End Short-Term RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (b), c) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and delivery for such portion shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on delivery to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End Short-Term RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End Short-Term RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End Short-Term RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) The Grantee understands and agrees that the Grantee is solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.

Compliance of Award Agreement and Plan with Section 409A. The provisions of this To comply with “Section 409A” (as defined in Paragraph 11 apply to you only 12(a), below), including exemptions thereunder, if you are a United States U.S. taxpayer, certain provisions of this Award Agreement and of the Plan shall apply only as modified as provided in this Paragraph 12. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 12 and the other provisions of this Award Agreement, this Paragraph 11 12 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), ) and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).”

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern; provided, however, in the event of any conflict or potential inconsistency between this Paragraph 15 and Paragraph 9(j), Paragraph 9(j) will govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End French Alternative RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End French Alternative RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The delivery of Shares referred to in Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) within the calendar year in which the termination of Employment occurs (but not earlier than the second anniversary of the Date of Grant); provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period) (but not earlier than the second anniversary of the Date of Grant). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End French Alternative RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End French Alternative RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(h) shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, they may be from time to time, may be time amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including including, where applicable, the requirements applicable to, or to and the conditions for exemption from treatment as, as a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 9 and the other provisions of this Award Agreement, this Paragraph 11 9 shall govern. (b) Delivery Except as provided below, delivery of Shares shall not be delayed beyond made within 90 days after the date on which all applicable conditions or restrictions on Delivery Date. Notwithstanding the foregoing, if you are determined to be a “specified employee” upon the Delivery Date, delivery of the Shares in respect of underlying your RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a) and (b), and Award shall be made on the consents and other items specified in Section 3.3 first day of the Plan) are satisfied, and shall occur by December 31 of the calendar year in which seventh month following the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d)Date. (c) Notwithstanding the any provisions of Paragraph 3(a) and Section 1.3.2(i) of this Award Agreement or the PlanPlan to the contrary, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm Cullen/Frost may deliver in respect of your RSUs DSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or in a manner otherwise as may be permitted under consistent with Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. Treasury Regulations section 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made within 90 days after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A)death. (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 Article 18 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs outstanding DSUs shall be paid to you within the calendar year that includes in which occurs the date of distribution of any corresponding regular cash dividends paid by GS Inc. Cullen/Frost in respect of a Share the record date for which occurs on or after the Date date of Grantgrant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUsoutstanding DSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (h) Delivery of Shares in respect of this Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove herein above (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery date is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 19 apply to you only if you are a United States U.S. taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall will be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”Deferred Compensation), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall will have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, including Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall will govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 19 and the other provisions of this Award Agreement, this Paragraph 11 shall 19 will govern. (b) Delivery of Shares shall Settlement will not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares settlement in respect of your RSUs PSUs required by this Award Agreement (including, without limitation, including those specified in Paragraphs 7(aParagraph 12(c) (execution of waiver and (b), release of claims agreement to pay associated tax liability) and the consents and other items specified in Section 3.3 of the Plan) are satisfied. To the extent that any portion of this Award is intended to satisfy the requirements for short-term deferral treatment under Section 409A, and shall settlement in respect of such portion will occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for settlement to be within the Delivery Date occurs short-term deferral exception unless, in order to permit such all applicable conditions or restrictions on settlement to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares settlement to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regsincluding Reg. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and § 1.409A-3(d). For the avoidance of doubt, if the Award includes a “series of installment payments” as described in Reg. § 1.409A-2(b)(2)(iii), your right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. (c) Notwithstanding the provisions of Paragraph 3(a) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards delivery or payment [(including in the form of Shares at Risk or other property property)] that the Firm may deliver make in respect of your RSUs shall PSUs will not have the effect of deferring delivery or payment, delivery, income inclusion, or a substantial risk of forfeiture, beyond the date on which such deliverypayment, payment delivery or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares payment or delivery that would otherwise have been deliverable made (unless the Committee elects a later date for this purpose pursuant to Reg. § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation including and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. § 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b), the delivery of Shares referred to therein shall be made after the date of death 16 and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) Notwithstanding any provision of Paragraph 4 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUs. (f) The timing of delivery or payment referred to in Paragraph 6 shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (g) Section 3.4 of the Plan shall will not apply to Awards that are 409A deferred compensation.Deferred Compensation except to the extent permitted under Section 409A. (he) Delivery of Shares Settlement in respect of this any portion of the Award may be made, if and to the extent elected by the Committee, later than the Delivery relevant Settlement Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensationDeferred Compensation, only to the extent that the later delivery payment or delivery, as applicable, is permitted under Section 409A). (f) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A, but in no event will you be permitted to designate, directly or indirectly, the taxable year of the delivery. COMMITTEE AUTHORITY, AMENDMENT, CONSTRUCTION AND REGULATORY REPORTING

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your Year-End French Alternative RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your Year-End French Alternative RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery of Shares referred to in Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs (but not earlier than the second anniversary of the Date of Grant); provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period) (but not earlier than the second anniversary of the Date of Grant). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding Year-End French Alternative RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding Year-End French Alternative RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(h) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern; provided, however, in the case of any conflict or potential inconsistency between this Paragraph 15 and Paragraph 9(i), Paragraph 9(i) shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your One-time RSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(b) and (bc), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the Plan) are satisfied, and shall occur by December 31 March 15 of the calendar year in which the Delivery Date occurs unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, Regs. 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the Plan pertaining to Code Section 162(m)) and 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(b)(iii) and Section 1.3.2(i) of the Plan, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your One-time RSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(c), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The delivery of Shares referred to in Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean separation from service (as defined by the Firm in accordance with Section 409A). (f) Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding One-time RSUs shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding One-time RSUs. (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10 and Section 3.4 of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A).

Compliance of Award Agreement and Plan with Section 409A. The provisions of this Paragraph 11 15 apply to you only if you are a United States taxpayer. (a) References in this Award Agreement to “Section 409A” refer to Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance. This Award Agreement and the provisions of the SIP and the Plan provisions that apply to this Award are intended and shall be construed to comply with Section 409A (including the requirements applicable to, or the conditions for exemption from treatment as, a “deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A (“409A deferred compensation”), whether by reason of short-term deferral treatment or other exceptions or provisions). The Committee shall have full authority to give effect to this intent. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan (including, without limitation, Section 2(b) thereof), the SIP (including, without limitation, Sections 1.3.2 and 2.1 thereof) and this Award Agreement, the provisions of this Award Agreement shall govern, and in the case of any conflict or potential inconsistency between this Paragraph 11 15 and the other provisions of this Award Agreement, this Paragraph 11 15 shall govern. (b) Delivery of Shares shall not be delayed beyond the date on which all applicable conditions or restrictions on delivery of Shares in respect of your RSUs PSUs required by this Agreement (including, without limitation, those specified in Paragraphs 7(a3(a), (c) and (bd), 6(b) and (c) (execution of waiver and release of claims and agreement to pay associated tax liability) and 9 and the consents and other items specified in Section 3.3 of the SIP and Section 6(c) of the Plan) are satisfied, and shall occur by December 31 the March 15 coinciding with the last day of the calendar year applicable “short-term deferral” period described in which Reg. § 1.409A-1(b)(4) in order for the Delivery Date occurs delivery of Shares to be within the short-term deferral exception unless, in order to permit such conditions or restrictions to be satisfied, the Committee elects, pursuant to Treasury Regulations section (“Reg.”) . § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted in accordance with Section 409A, to delay delivery of Shares to a later date within the same calendar year or to such later date as may be permitted under Section 409A, including, without limitation, RegsReg. § 1.409A-2(b)(7) (in conjunction with Section 3.21.3 of the SIP and Section 6(d) of the Plan pertaining to Code Section 162(m)) and Reg. § 1.409A-3(d). (c) Notwithstanding the provisions of Paragraph 3(a3(c)(iii) and Section 1.3.2(i) of the PlanSIP, to the extent necessary to comply with Section 409A, any securities, other Awards or other property that the Firm may deliver in respect of your RSUs PSUs shall not have the effect of deferring delivery or payment, income inclusion, or a substantial risk of forfeiture, beyond the date on which such delivery, payment or inclusion would occur or such risk of forfeiture would lapse, with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose pursuant to Reg. § 1.409A-1(b)(4)(i)(D) or otherwise as may be permitted under Section 409A, including, without limitation and to the extent applicable, the subsequent election provisions of Section 409A(a)(4)(C) of the Code and Reg. § 1.409A-2(b)). (d) Notwithstanding the timing provisions of Paragraph 3(b3(d), the delivery of Shares referred to therein shall be made after the date of death and during the calendar year that includes the date of death (or on such later date as may be permitted under Section 409A). (e) The timing of delivery or payment pursuant to Paragraph 7 shall occur on the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the termination of Employment occurs; provided, however, that, if you are a “specified employee” (as defined by the Firm in accordance with Section 409A(a)(2)(i)(B) of the Code), delivery shall occur on the earlier of the Delivery Date or (to the extent required to avoid the imposition of additional tax under Section 409A) the date that is six months after your termination of Employment (or, if the latter date is not during a Window Period, the first trading day of the next Window Period). For purposes of Paragraph 7, references in this Award Agreement to termination of Employment mean a termination of Employment from the Firm (as defined by the Firm) which is also a separation from service (as defined by the Firm in accordance with Section 409A). (f) [Notwithstanding any provision of Paragraph 4 8 or Section 2.8.2 of the Plan SIP to the contrary, the Dividend Equivalent Rights with respect to each of your Outstanding RSUs PSUs that include a Dividend Equivalent Right shall be paid to you within the calendar year that includes the date of distribution of any corresponding regular cash dividends paid by GS Inc. in respect of a Share the record date for which occurs on or after the Date of Grant. The payment shall be in an amount (less applicable withholding) equal to such regular dividend payment as would have been made in respect of the Shares underlying such Outstanding RSUsPSUs.] (fg) The timing of delivery or payment referred to in Paragraph 6 9(g) shall be the earlier of (i) the Delivery Date or (ii) a date that is within the calendar year in which the Committee receives satisfactory documentation relating to your Conflicted Employment, provided that such delivery or payment shall be made only at such time as, and if and to the extent that it, as reasonably determined by the Firm, would not result in the imposition of any additional tax to you under Section 409A. (gh) Paragraph 10, Section 3.4 of the SIP and Section 6(l) of the Plan shall not apply to Awards that are 409A deferred compensation. (hi) Delivery of Shares in respect of this any Award may be made, if and to the extent elected by the Committee, later than the Delivery Date or other date or period specified hereinabove (but, in the case of any Award that constitutes 409A deferred compensation, only to the extent that the later delivery is permitted under Section 409A). (j) You understand and agree that you are solely responsible for the payment of any taxes and penalties due pursuant to Section 409A.