0001193125-19-050198 Sample Contracts

The Goldman Sachs Group, Inc. Medium-Term Notes, Series N Second Amended and Restated Distribution Agreement
Distribution Agreement • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
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THE GOLDMAN SACHS GROUP, INC. ____ YEAR-END RSU AWARD
Rsu Award Agreement • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your year-end award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

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THE GOLDMAN SACHS GROUP, INC. YEAR-END RSU AWARD
Year-End Rsu Award Agreement • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your ____ year-end award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

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THE GOLDMAN SACHS GROUP, INC. OUTSIDE DIRECTOR _____ RSU AWARD
Rsu Award Agreement • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your _____ award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement and any attached Appendix.

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THE GOLDMAN SACHS GROUP, INC. FIXED ALLOWANCE RSU AWARD
Fixed Allowance Rsu Award Agreement • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your Fixed Allowance award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

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THE GOLDMAN SACHS GROUP, INC. FIXED ALLOWANCE RESTRICTED STOCK AWARD
Fixed Allowance Restricted Stock Award • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your award of Fixed Allowance Restricted Shares (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

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THE GOLDMAN SACHS GROUP, INC. ONE-TIME RSU AWARD
One-Time Rsu Award Agreement • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your special one-time award of RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

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The Goldman Sachs Group, Inc. [Title of Subordinated Debt Securities] [Form of] Underwriting Agreement
Underwriting Agreement • February 26th, 2019 • Goldman Sachs Group Inc • 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. YEAR-END PERFORMANCE-BASED RSU AWARD
Year-End Performance-Based Rsu Award • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your award of performance-based RSUs (your “Award” or “PSUs”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

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THE GOLDMAN SACHS GROUP, INC. YEAR-END SHORT-TERM RSU AWARD
Year-End Short-Term Rsu Award Agreement • February 26th, 2019 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York

This Award Agreement, together with The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “Plan”), governs your year-end award of Short-Term RSUs (your “Award”). You should read carefully this entire Award Agreement, which includes the Award Statement, any attached Appendix and the signature card.

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The Goldman Sachs Group, Inc. [Title of Preferred Stock] [FORM OF] Underwriting Agreement
Underwriting Agreement • February 26th, 2019 • Goldman Sachs Group Inc • 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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