GOLDMAN SACHS GROUP INC/
EX-10.43: FORM OF ONE-TIME RSU AWARD AGREEMENT
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<TYPE>EX-10.43
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<FILENAME>y29219exv10w43.htm
<DESCRIPTION>EX-10.43: FORM OF ONE-TIME RSU AWARD AGREEMENT
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<TITLE>EX-10.43</TITLE>
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<DIV align="right" style="font-size: 9pt; margin-top: 12pt"><B>EXHIBIT&nbsp;10.43</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>THE GOLDMAN SACHS AMENDED AND RESTATED<BR>
STOCK INCENTIVE PLAN<BR>
ONE-TIME RSU AWARD</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Award Agreement sets forth the terms and conditions of this special one-time award (this
&#147;Award&#148;) of restricted stock units (&#147;One-time RSUs&#148;) granted to you under The Goldman Sachs Amended
and Restated Stock Incentive Plan (the &#147;Plan&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>The Plan</U>. This Award is made pursuant to the Plan, the terms of which are
incorporated in this Award Agreement. Capitalized terms used in this Award Agreement that are not
defined in this Award Agreement have the meanings as used or defined in the Plan. References in
this Award Agreement to any specific Plan provision shall not be construed as limiting the
applicability of any other Plan provision.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Award</U>. The number of One-time RSUs subject to this Award is set forth in the Award
Statement delivered to you. An RSU is an unfunded and unsecured promise to deliver (or cause to be
delivered) to you, subject to the terms and conditions of this Award Agreement, a share of Common
Stock (a &#147;Share&#148;) on the Delivery Date or as otherwise provided herein. Until such delivery, you
have only the rights of a general unsecured creditor, and no rights as a shareholder of GS Inc.
<FONT style="font-variant: SMALL-CAPS"><B>This Award is conditioned on your executing the related signature card and returning it to the
address designated on the signature card and/or by the method designated on the signature card by
the date specified, and is subject to all terms, conditions and provisions of the Plan and this
Award Agreement, including, without limitation, the arbitration and choice of forum provisions set
forth in Paragraph&nbsp;12</B></FONT>. <FONT style="font-variant: SMALL-CAPS"><B>By executing the related signature card (which, among other
things, opens the custody account referred to in paragraph 3(</B></FONT><B>b</B><FONT style="font-variant: SMALL-CAPS"><B>) if you have not done so
already), you will have confirmed your acceptance of all of the terms and conditions of this Award
Agreement.</B></FONT>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Vesting and Delivery</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Vesting</U>. Except as provided in this Paragraph&nbsp;3 and in Paragraphs 4, 6, 7, 9, 10
and 15, on each Vesting Date you shall become Vested in the number or percentage of One-time RSUs
specified next to such Vesting Date on the Award Statement (which may be rounded to avoid
fractional Shares). While continued active Employment is not required in order to receive delivery
of the Shares underlying your Outstanding One-time RSUs that are or become Vested, all other terms
and conditions of this Award Agreement shall continue to apply to such Vested One-time RSUs, and
failure to meet such terms and conditions may result in the termination of this Award (as a result
of which no Shares underlying such Vested One-time RSUs would be delivered).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Delivery</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;The Delivery Date with respect to this Award shall be each date specified as such on your
Award Statement, if that date is during a Window Period or, if that date is not during a Window
Period, the first Trading Day of the first Window Period beginning after such date. For this
purpose, a &#147;Trading Day&#148; is a day on which Shares trade regular way on the New York Stock Exchange.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Except as provided in this Paragraph&nbsp;3 and in Paragraphs 4, 6, 7, 9, 10 and 15, in
accordance with Section&nbsp;3.23 of the Plan, reasonably promptly (but in no case more than thirty (30)
Business Days) after the relevant date specified as the Delivery Date (or any other date delivery
of Shares is called for hereunder), Shares underlying the number or percentage of your then
Outstanding One-time RSUs with respect to which that Delivery Date (or other date) has occurred
(which number of Shares may be rounded to avoid fractional Shares) shall be delivered by book entry
credit to your Custody Account or to a brokerage
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">account approved by the Firm. Notwithstanding the foregoing, if you are or become considered
by GS Inc. to be one of its &#147;covered employees&#148; within the meaning of Section 162(m) of the Code,
then you shall be subject to Section&nbsp;3.21.3 of the Plan, as a result of which delivery of your
Shares may be delayed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;In accordance with Section&nbsp;1.3.2(i) of the Plan, in the discretion of the
Committee, in lieu of all or any portion of the Shares otherwise deliverable in respect of all or
any portion of your One-time RSUs, the Firm may deliver cash, other securities, other Awards or
other property, and all references in this Award Agreement to deliveries of Shares shall include
such deliveries of cash, other securities, other Awards or other property.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Death</U>. Notwithstanding any other Paragraph of this Award Agreement, if you die
prior to the Delivery Date, the Shares underlying your then Outstanding One-time RSUs shall be
delivered to the representative of your estate as soon as practicable after the date of death and
after such documentation as may be requested by the Committee is provided to the Committee. The
Committee may adopt procedures pursuant to which you may be permitted to specifically bequeath some
or all of your Outstanding One-time RSUs under your will to an organization described in Sections
501(c)(3) and 2055(a) of the Code (or such other similar charitable organization as may be approved
by the Committee).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Termination of One-time RSUs and Non-Delivery of Shares</U>.
</DIV>
<!-- link3 " (a)&nbsp;Unless the Committee determines otherwise, and except as provided in Paragraphs 3(c), 6, 7, and 9, if your Employment terminates for any reason or you otherwise are no longer actively employed with the Firm, your rights in respect of your One-time RSUs that were Outstanding but that had not yet become Vested immediately prior to your termination of Employment immediately shall terminate, such One-time RSUs shall cease to be Outstanding and no Shares shall be delivered in respect thereo
f." -->

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Unless the Committee determines otherwise, and except as provided in Paragraphs&nbsp;3(c), 6, 7, and 9, if your Employment
terminates for any reason or you otherwise are no longer actively employed with the Firm, your rights in respect of your One-time RSUs that were Outstanding but that had not
yet become Vested immediately prior to your termination of Employment immediately shall terminate, such One-time RSUs shall cease to be Outstanding and no Shares shall be
delivered in respect thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Unless the Committee determines otherwise, and except as provided in Paragraphs 6 and 7,
your rights in respect of all of your Outstanding One-time RSUs (whether or not Vested) shall
immediately terminate, such One-time RSUs shall cease to be Outstanding and no Shares shall be
delivered in respect thereof if:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;you attempt to have any dispute under the Plan or this Award Agreement resolved in any
manner that is not provided for by Paragraph&nbsp;12 or Section&nbsp;3.17 of the Plan;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;any event that constitutes Cause has occurred;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;(A)&nbsp;you, in any manner, directly or indirectly, (1)&nbsp;Solicit any Client to transact
business with a Competitive Enterprise or to reduce or refrain from doing any business with the
Firm, (2)&nbsp;interfere with or damage (or attempt to interfere with or damage) any relationship
between the Firm and any Client, (3)&nbsp;Solicit any person who is an employee of the Firm to resign
from the Firm or to apply for or accept employment with any Competitive Enterprise or (4)&nbsp;on behalf
of yourself or any person or Competitive Enterprise hire, or participate in the hiring of, any
Selected Firm Personnel or identify, or participate in the identification of, Selected Firm
Personnel for potential hiring, whether as an employee or consultant or otherwise, or (B)&nbsp;Selected
Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status (1)
by a Competitive Enterprise that you form, that bears your name, in which you are a partner, member
or have similar status, or in which you possess or control greater than a de minimis equity
ownership, voting or profit participation or (2)&nbsp;by any Competitive Enterprise where you have, or
are intended to have, direct or indirect managerial or supervisory responsibility for such Selected
Firm Personnel;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) you fail to certify to GS Inc., in accordance with procedures established by the
Committee, that you have complied, or the Committee determines that you in fact have failed to
comply, with all the terms and conditions of the Plan and this Award Agreement. By accepting the
delivery of Shares
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">under this Award Agreement, you shall be deemed to have represented and certified at such time
that you have complied with all the terms and conditions of the Plan and this Award Agreement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;the Committee determines that you failed to meet, in any respect, any obligation you may
have under any agreement between you and the Firm, or any agreement entered into in connection with
your Employment with the Firm, including, without limitation, any offer letter, employment
agreement or any shareholders&#146; agreement to which other similarly situated employees of the Firm
are a party; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;as a result of any action brought by you, it is determined that any of the terms or
conditions for delivery of Shares in respect of this Award Agreement are invalid.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For purposes of the foregoing, the term &#147;Selected Firm Personnel&#148; means: (i)&nbsp;any Firm employee or
consultant (A)&nbsp;with whom you personally worked while employed by the Firm, or (B)&nbsp;who at any time
during the year immediately preceding your termination of Employment with the Firm, worked in the
same division in which you worked; and (ii)&nbsp;any Managing Director of the Firm.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Repayment</U>. The provisions of Section&nbsp;2.6.3 of the Plan (which requires Award
recipients to repay to the Firm amounts delivered to them if the Committee determines that all
terms and conditions of this Award Agreement in respect of such delivery were not satisfied) shall
apply to this Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">6. <U>Extended Absence, Retirement and Downsizing. </U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Notwithstanding any other provision of this Award Agreement, but subject to Paragraph
6(b), in the event of the termination of your Employment (determined as described in Section&nbsp;1.2.19
of the Plan) by reason of Extended Absence or Retirement, the condition set forth in Paragraph 4(a)
shall be waived with respect to any One-time RSUs that were Outstanding but that had not yet become
Vested immediately prior to such termination of Employment (as a result of which such One-time RSUs
shall become Vested), but all other conditions of this Award Agreement shall continue to apply.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Without limiting the application of Paragraph&nbsp;4(b), your rights in respect of your
Outstanding One-time RSUs that become Vested in accordance with Paragraph 6(a) immediately shall
terminate, such Outstanding One-time RSUs shall cease to be Outstanding, and no Shares shall be
delivered in respect thereof if, prior to the original Vesting Date with respect to such One-time
RSUs, you (i)&nbsp;form, or acquire a 5% or greater equity ownership, voting or profit participation
interest in, any Competitive Enterprise, or (ii)&nbsp;associate in any capacity (including, but not
limited to, association as an officer, employee, partner, director, consultant, agent or advisor)
with any Competitive Enterprise. Notwithstanding the foregoing, unless otherwise determined by the
Committee in its discretion, this Paragraph 6(b) will not apply if your termination of Employment
by reason of Extended Absence or Retirement is characterized by the Firm as &#147;involuntary&#148; or by
&#147;mutual agreement&#148; other than for Cause and if you execute such a general waiver and release of
claims and an agreement to pay any associated tax liability, both as may be prescribed by the Firm
or its designee. No termination of Employment initiated by you, including any termination claimed
to be a &#147;constructive termination&#148; or the like or a termination for good reason, will constitute an
&#147;involuntary&#148; termination of Employment or a termination of Employment by &#147;mutual agreement.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Notwithstanding any other provision of this Award Agreement and subject to your executing
such general waiver and release of claims and an agreement to pay any associated tax liability,
both as may be prescribed by the Firm or its designee, if your Employment is terminated without
Cause solely by reason of a &#147;downsizing,&#148; the condition set forth in Paragraph 4(a) shall be waived
with respect to your One-time RSUs that were Outstanding but that had not yet become Vested
immediately prior to such termination of Employment (as a result of which such One-time RSUs shall
become Vested), but all other conditions of this Award Agreement shall continue to apply. Whether
or not your Employment is terminated solely by reason of a &#147;downsizing&#148; shall be determined by the
Firm in its sole discretion. No termination of Employment initiated by

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</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">you, including any termination claimed to be a &#147;constructive termination&#148; or the like or a
termination for good reason, will be solely by reason of a &#147;downsizing.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Change in Control</U>. Notwithstanding anything to the contrary in this Award
Agreement, in the event a Change in Control shall occur and within 18&nbsp;months thereafter the Firm
terminates your Employment without Cause or you terminate your Employment for Good Reason, all
Shares underlying your then Outstanding One-time RSUs, whether or not Vested, shall be delivered.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Dividend Equivalent Rights</U>. Each One-time RSU shall include a Dividend Equivalent
Right. Accordingly, with respect to each of your Outstanding One-time RSUs, at or after the time
of distribution of any regular cash dividend paid by GS Inc. in respect of a Share the record date
for which occurs on or after the Date of Grant, you shall be entitled to receive an amount (less
applicable withholding) equal to such regular dividend payment as would have been made in respect
of the Share underlying such Outstanding One-time RSU. Payment in respect of a Dividend Equivalent
Right shall be made only with respect to One-time RSUs that are Outstanding on the payment date.
Each Dividend Equivalent Right shall be subject to the provisions of Section&nbsp;2.8.2 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Certain Additional Terms, Conditions and Agreements</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The delivery of Shares is conditioned on your satisfaction of any applicable withholding
taxes in accordance with Section&nbsp;3.2 of the Plan. In addition, if you are an individual with
separate employment contracts (at any time during and/or after the Firm&#146;s 2006 fiscal year), the
Firm may, in its sole discretion, require that that you provide amounts for a reserve in connection
with which the Firm may execute a sale for such number of Shares that may be deliverable in respect
of your One-time RSUs (or any other Outstanding Awards under the Plan) as the Firm determines is
advisable or necessary in connection with any actual, anticipated or potential tax consequences
related to your separate employment contracts.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If you are or become a Managing Director, your rights in respect of the One-time RSUs are
conditioned on your becoming a party to any shareholders&#146; agreement to which other similarly
situated employees of the Firm are a party.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Your rights in respect of your One-time RSUs are conditioned on the receipt to the full
satisfaction of the Committee of any required consents (as described in Section&nbsp;3.3 of the Plan)
that the Committee may determine to be necessary or advisable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;You understand and agree, in accordance with Section&nbsp;3.3 of the Plan, by accepting this
Award, you have expressly consented to all of the items listed in Section&nbsp;3.3.3(d) of the Plan,
which are incorporated herein by reference.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;You understand and agree, in accordance with Section&nbsp;3.22 of the Plan, by accepting this
Award you have agreed to be subject to the Firm&#146;s policies in effect from time to time concerning
trading in Shares and hedging or pledging Shares and equity-based compensation or other awards
(including, without limitation, the Firm&#146;s &#147;Policies With Respect to Transactions Involving GS
Shares, Equity Awards and GS Options by Persons Affiliated with GS Inc.&#148;), and confidential or
proprietary information, and to effect sales of Shares delivered to you in respect of your One-time
RSUs in accordance with such rules and procedures as may be adopted from time to time with respect
to sales of such Shares (which may include, without limitation, restrictions relating to the timing
of sale requests, the manner in which sales are executed, pricing method, consolidation or
aggregation of orders and volume limits determined by the Firm). In addition, you understand and
agree that you shall be responsible for all brokerage costs and other fees or expenses associated
with your One-time RSU Award, including without limitation, such brokerage costs or other fees or
expenses in connection with the sale of Shares delivered to you hereunder.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;GS Inc. may affix to Certificates representing Shares issued pursuant to this Award
Agreement any legend that the Committee determines to be necessary or advisable (including to
reflect any restrictions to which you may be subject under a separate agreement with GS Inc.). GS
Inc. may advise the transfer agent to place a stop order against any legended Shares.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Without limiting the application of Paragraph&nbsp;4(b), if:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;your Employment with the Firm terminates solely because you resigned to accept employment
at any U.S. Federal, state or local government, any non-U.S. government, any supranational or
international organization, any self-regulatory organization or any agency, or instrumentality of
any such government or organization, or any other employer determined by the Committee, and as a
result of such employment, your continued holding of your Outstanding One-time RSUs would result in
an actual or perceived conflict of interest (&#147;Conflicted Employment&#148;); or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;following your termination of Employment other than described in Paragraph&nbsp;9(g)(i), you
notify the Firm that you have accepted or intend to accept Conflicted Employment at a time when you
continue to hold Outstanding One-time RSUs;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">then, in the case of Paragraph&nbsp;9(g)(i) above, the condition set forth in Paragraph 4(a) shall be
waived with respect to any One-time RSUs you then hold that had not yet become Vested (as a result
of which such One-time RSUs shall become Vested) and, in the case of Paragraphs 9(g)(i) and
9(g)(ii) above, at the sole discretion of the Firm, you shall receive either a lump sum cash
payment in respect of, or delivery of the Shares underlying, your then Vested Outstanding One-time
RSUs, in each case as soon as practicable after the Committee has received satisfactory
documentation relating to your Conflicted Employment. Notwithstanding anything else herein,
payment or delivery in respect of One-time RSUs as a result of this Paragraph 9(g) shall be made
only at such time and if and to the extent as would not result in the imposition of any additional
tax to you under Section&nbsp;409A of the Code (which governs the taxation of certain deferred
compensation).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Right of Offset</U>. The obligation to deliver Shares under this Award Agreement is
subject to Section&nbsp;3.4 of the Plan, which provides for the Firm&#146;s right to offset against such
obligation any outstanding amounts you owe to the Firm and any amounts the Committee deems
appropriate pursuant to any tax equalization policy or agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Amendment</U>. The Committee reserves the right at any time to amend the terms and
conditions set forth in this Award Agreement, and the Board may amend the Plan in any respect;
provided that, notwithstanding the foregoing and Sections&nbsp;1.3.2(f), 1.3.2(g) and 3.1 of the Plan,
no such amendment shall materially adversely affect your rights and obligations under this Award
Agreement without your consent; and provided further that the Committee expressly reserves its
rights to amend the Award Agreement and the Plan as described in
<font style="white-space: nowrap">Sections&nbsp;1.3.2(h)(1)</font>, (2)&nbsp;and (4)
of the Plan. Any amendment of this Award Agreement shall be in writing signed by an authorized
member of the Committee or a person or persons designated by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Arbitration; Choice of Forum</U>. BY ACCEPTING THIS AWARD, YOU UNDERSTAND AND AGREE
THAT THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 3.17 OF THE PLAN, WHICH
ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND WHICH, AMONG OTHER THINGS, PROVIDE THAT ANY
DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE FIRM AND YOU ARISING OUT OF OR RELATING TO OR CONCERNING
THE PLAN OR THIS AWARD AGREEMENT SHALL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK CITY, PURSUANT
TO THE TERMS MORE FULLY SET FORTH IN SECTION 3.17 OF THE PLAN, SHALL APPLY.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Non-transferability</U>. Except as otherwise may be provided in this Paragraph or as
otherwise may be provided by the Committee, the limitations on transferability set forth in Section
3.5 of the Plan shall apply to this Award. Any purported transfer or assignment in violation of
the provisions of this
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Paragraph&nbsp;13 or Section&nbsp;3.5 of the Plan shall be void. The Committee may adopt procedures
pursuant to which some or all recipients of One-time RSUs may transfer some or all of their
One-time RSUs through a gift for no consideration to any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person
sharing the recipient&#146;s household (other than a tenant or employee), a trust in which these persons
have more than 50% of the beneficial interest, and any other entity in which these persons (or the
recipient) own more than 50% of the voting interests.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Governing Law</U>. THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>Delay in Payment</U>. To the extent required in order to avoid the imposition of any
interest and/or additional tax under Section&nbsp;409A(a)(1)(B) of the Code, any payments or deliveries
due as a result a your termination of Employment with the Firm may be delayed for six months if you
are deemed to be a &#147;specified employee&#148; as defined in Section&nbsp;409A(a)(2)(i)(B) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Headings</U>. The headings in this Award Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof.
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<P align="center" style="font-size: 10pt"><!-- Folio -->-6-<!-- /Folio -->
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, GS Inc. has caused this Award Agreement to be duly executed and delivered
as of the Date of Grant.
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>THE GOLDMAN SACHS GROUP, INC.</B></TD>
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    <TD>&nbsp;</TD>

<TD align="left" valign="top" style="border-bottom: 1px solid #000000">By:</TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
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