0001193125-17-224362 Sample Contracts

Form of] AMENDED AND RESTATED TRUST AGREEMENT among THE GOLDMAN SACHS GROUP, INC. as Depositor, THE BANK OF NEW YORK MELLON, as Property Trustee, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as...
Trust Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], [ ], among (i) The Goldman Sachs Group, Inc., a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) The Bank of New York Mellon, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) BNY Mellon Trust of Delaware, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Jane M. Kelsey, an individual, Steven M. Bunson, an individual, and Rajashree Datta, an individual, each of whose address is c/o The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) and (v) the several Holders, as hereinafter defined.

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GS Finance Corp. Medium-Term Notes, Series A fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. [Form of] Amended and Restated Distribution Agreement
Terms Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • New York
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The Goldman Sachs Group, Inc. [Title of Debt Securities] [Form of] Underwriting Agreement
Underwriting Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • New York

The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $ principal amount of the [Title of Debt Securities] specified above (the “Securities”), which are further described in Schedule III hereto.

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The Goldman Sachs Group, Inc. [Title of Subordinated Debt Securities] [Form of] Underwriting Agreement
Goldman Sachs Capital III • July 10th, 2017 • Security brokers, dealers & flotation companies • New York

The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $ principal amount of the [Title of Subordinated Debt Securities] specified above (the “Securities”), which are further described in Schedule III hereto.

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The Goldman Sachs Group, Inc. [Title of Debt Securities] [Form of] Underwriting Agreement
Underwriting Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • New York

The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $ principal amount of the [Title of Debt Securities] specified above (the “Securities”), which are further described in Schedule III hereto.

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The Goldman Sachs Group, Inc. Medium-Term Notes, Series N [Form of] Amended and Restated Distribution Agreement
Distribution Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • New York
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The Goldman Sachs Group, Inc. [Title of Preferred Stock] [FORM OF] Underwriting Agreement
Underwriting Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • New York

The Goldman Sachs Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Preferred Shares that are specified in Schedule III hereto (the “[Preferred] Shares”) [and are represented by depositary shares (the “Depositary Shares”) deposited against delivery of Depositary Receipts (the “Depositary Receipts”) evidencing the Depositary Shares that are to be issued by as depositary (the “Depositary”) under the Deposit Agreement, dated , 20 , among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder, as supplemented from time to time. Each Depositary Share represents beneficial ownership of a fraction of a Preferred Share, as specified in Schedule III to this Agreement]. [The Depositary Shares and the Preferred Shares represented thereby are collectively called the “Shares”.] The Shares consist

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FORM OF] AGREEMENT AS TO EXPENSES AND LIABILITIES
Expenses and Liabilities • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • New York

Agreement as to Expenses and Liabilities, dated as of [ ], between The Goldman Sachs Group, Inc., a Delaware corporation, in its capacity as Holder (as defined in the Trust Agreement referred to below) of the Common Securities referred to below (in such capacity, and together with its successors in such capacity, the “Common Securityholder”), and Goldman Sachs Capital VII, a Delaware statutory trust (the “Issuer Trust”).

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Letterhead of Sullivan & Cromwell LLP]
Goldman Sachs Capital III • July 10th, 2017 • Security brokers, dealers & flotation companies
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TRUST AGREEMENT OF GOLDMAN SACHS CAPITAL VII
Trust Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • Delaware

THIS TRUST AGREEMENT, dated as of May 3, 2017, (the “Trust Agreement”), by and among The Goldman Sachs Group, Inc., a Delaware corporation, as depositor (the “Depositor”), BNY Mellon Trust of Delaware (formerly known as The Bank of New York (Delaware)), as trustee (the “Delaware Trustee”), Jane M. Kelsey, an individual, Steven M. Bunson, an individual and Rajashree Datta, an individual, each of whose address is c/o The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282 (each an “Administrative Trustee” and collectively the “Administrative Trustees”). The Depositor, the Administrative Trustees and the Delaware Trustee hereby agree as follows:

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Form of] GUARANTEE AGREEMENT between THE GOLDMAN SACHS GROUP, INC., as Guarantor, and THE BANK OF NEW YORK MELLON, as Guarantee Trustee GOLDMAN SACHS CAPITAL VII Dated as of [ ]
Guarantee Agreement • July 10th, 2017 • Goldman Sachs Capital III • Security brokers, dealers & flotation companies • New York

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

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Letterhead of Sullivan & Cromwell LLP]
Goldman Sachs Capital III • July 10th, 2017 • Security brokers, dealers & flotation companies
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