Common use of Shares at Risk Clause in Contracts

Shares at Risk. Fifty percent of the Shares delivered to you in respect of the Settlement Amount before tax withholding (or, if the applicable tax withholding rate is greater than 50%, all Shares delivered after tax withholding) will be Shares at Risk subject to Transfer Restrictions until the Transferability Date. This means that if, for example, you receive delivery of 1,000 Shares in respect of the Settlement Amount, and you are subject to a 40% withholding rate, then (a) 400 Shares will be withheld for taxes, (b) 500 Shares delivered to you will be Shares at Risk and (c) 100 Shares delivered to you will not be subject to Transfer Restrictions. Any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Shares at Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability Date for purposes of this Award. DIVIDEND EQUIVALENT RIGHTS

Shares at Risk. Fifty percent [All][ percent] of the Shares delivered [(after application of tax withholding)] to you in respect of the Settlement Amount [before tax withholding (or, if the applicable tax withholding rate is greater than 50%, all Shares shares delivered after tax withholding) )] will be Shares at Risk subject to Transfer Restrictions until the Transferability Date. This means that if, for example, you receive delivery of 1,000 Shares in respect of the Settlement Amount, and you are subject to a 40% withholding rate, then (a) 400 Shares will be withheld for taxes, (b) 500 Shares delivered to you will be Shares at Risk and (c) 100 Shares delivered to you will not be subject to Transfer RestrictionsDate [listed on your Award Statement]. Any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Shares at Risk with the same Transferability Date listed on the Award Statement, and all such dates will be treated as a single Transferability Date for purposes of this Award. [DIVIDEND EQUIVALENT RIGHTS] [DIVIDENDS]

Shares at Risk. Fifty percent [All][ percent] of the Shares delivered [(after application of tax withholding)] to you in respect of the Settlement Amount [before tax withholding (or, if the applicable tax withholding rate is greater than 50___%, all Shares shares delivered after tax withholding) )] will be Shares at Risk subject to Transfer Restrictions until the Transferability Date. This means that if, for example, you receive delivery of 1,000 Shares in respect of the Settlement Amount, and you are subject to a 40% withholding rate, then (a) 400 Shares will be withheld for taxes, (b) 500 Shares delivered to you will be Shares at Risk and (c) 100 Shares delivered to you will not be subject to Transfer RestrictionsDate [listed on your Award Statement]. Any purported sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the Transfer Restrictions on Shares at Risk will be void. Within 30 Business Days after the Transferability Date listed on your Award Statement (or any other date on which the Transfer Restrictions are to be removed), GS Inc. will remove the Transfer Restrictions. The Committee or the SIP Committee may select multiple dates within such 30-Business-Day period on which to remove Transfer Restrictions for all or a portion of the Shares at Risk with the same Transferability Date [listed on the Award Statement], and all such dates will be treated as a single Transferability Date for purposes of this Award. [DIVIDEND EQUIVALENT RIGHTS] [DIVIDENDS]