0001193125-15-056785 Sample Contracts

THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) YEAR-END RSU AWARD
Stock Incentive Award Agreement • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the Year-End award (this “Award”) of RSUs (“Year-End RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) YEAR-END SHORT-TERM RSU AWARD
Stock Incentive Plan • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the Year-End award (this “Award”) of “Short-Term” RSUs (“Year-End Short-Term RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) YEAR-END RSU AWARD
Year-End Rsu Award Agreement • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the Year-End award (this “Award”) of RSUs (“Year-End RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) YEAR-END SHORT-TERM RESTRICTED STOCK AWARD
Year-End Short-Term Restricted Stock Award • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the Year-End Short-Term Restricted Stock Award (this “Award”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) OUTSIDE DIRECTOR RSU AWARD
Rsu Award Agreement • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of an Award of RSUs granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”) as of the Date of Grant.

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013 ) ONE-TIME RSU AWARD
One-Time Rsu Award • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of this special one-time award (this “Award”) of restricted stock units (“One-Time RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) ____ YEAR- END RESTRICTED STOCK AWARD
Stock Incentive Award Agreement • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the ____ Year-End Restricted Stock Award (this “Award”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

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AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • Delaware

This Amended and Restated Shareholders’ Agreement (this “Agreement”), among The Goldman Sachs Group, Inc., a Delaware corporation (“GS Inc.”), and the Covered Persons (hereinafter defined) listed on Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof.

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GS FINANCE CORP. Issuer and THE GOLDMAN SACHS GROUP, INC., Guarantor to THE BANK OF NEW YORK MELLON, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 20, 2015 Supplementing the Senior Debt Indenture, dated as of October 10, 2008, among GS...
First Supplemental Indenture • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of February 20, 2015 (the “First Supplemental Indenture”), among GS Finance Corp., a Delaware corporation (the “Company”), The Goldman Sachs Group, Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).

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THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) ____ FIXED ALLOWANCE RSU AWARD
Stock Incentive Award Agreement • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the ____ Fixed Allowance award (this “Award”) of RSUs (“Fixed Allowance RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

Sample 1
THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2013) YEAR-END RSU AWARD
Stock Incentive Award Agreement • February 23rd, 2015 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement sets forth the terms and conditions of the Year-End award (this “Award”) of RSUs (“Year-End RSUs”) granted to you under The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “Plan”).

Sample 1
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