Common use of Administrative Procedure Clause in Contracts

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10, 2008 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D F Second Amended and Restated Distribution Agreement, dated October 10[•], 2008 2023 (the “MTND MTNF Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs Xxxxxxx Xxxxx & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex IIXxxxx XX. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNF Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNF Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNF Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNF Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNF Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D B Amended and Restated Distribution Agreement, dated October 10, 2008 (the “MTND MTNB Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNB Distribution Agreement, the Prospectus as amended or supplemented, the 2008 1999 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 1999 Indenture or the MTND MTNB Distribution Agreement, the relevant provisions of the Securities, the 2008 1999 Indenture and the MTND MTNB Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNB Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNB Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 1999 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 101, 2008 2003 (the “MTND "Distribution Agreement”"), between The Xxxxxxx Xxxxx Group, Inc.Universal Corporation, a Delaware Virginia corporation (the “"Company”") on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex IIIII. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “"Selling Agent” " and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “"Purchasing Agent”. ." The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “"Global Security”") delivered to the Trustee, as agent for The Depository Trust Company (the “"Depositary”"), and recorded in the book-entry system maintained by the Depositary (a “"Book-Entry Security”"), or a certificate issued in definitive form (a “"Certificated Security”") delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10, 2008 200 the (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc.Zions Bancorporation, a Delaware Utah corporation (the “Company”) ), on the one hand hand, and XxxxxxxZions Investment Securities, Sachs & Co. Inc. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized Defined terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Senior Indenture, the Subordinated Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Senior Indenture, the Subordinated Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Senior Indenture, the Subordinated Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the TrusteeTrustees, as agent agents for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 IndentureIndentures. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term NotesWarrants, Series D G Second Amended and Restated Distribution Agreement, dated October 10[•], 2008 2023 (the “MTND Series G Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs Xxxxxxx Xxxxx & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex IIXxxxx XX. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Series G Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Series G Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Series G Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Series G Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND Series G Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Medium Term Notes, Series D A Amended and Restated Distribution Agreement, dated October 10September 19, 2008 2011 (the “MTND MTNA Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNA Distribution Agreement, the Prospectus as amended or supplemented, the 2008 2007 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 2007 Indenture or the MTND MTNA Distribution Agreement, the relevant provisions of the Securities, the 2008 2007 Indenture and the MTND MTNA Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNA Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNA Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 2007 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D N Fifth Amended and Restated Distribution Agreement, dated October 10[•], 2008 2023 (the “MTND MTNN Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs Xxxxxxx Xxxxx & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex IIXxxxx XX. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNN Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNN Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNN Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNN Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNN Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10June •, 2008 2007 (the “MTND Amended Distribution Agreement”), between The Xxxxxxx Xxxxx American International Group, Inc., a Delaware corporation Inc. (the “Company”) on and the one hand Agents listed in Annex VI (individually, an “Agent” and Xxxxxxxcollectively, Sachs & Co. and any other party acting as Agent thereunder, on the other“Agents”), to which this Administrative Procedure is attached as Annex II. Capitalized Attachment A. Defined terms used herein and not defined herein shall have the meanings given such terms in the MTND Amended Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture supplemented or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall controlIndenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Amended Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Amended Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent Agent, as principal principal, other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), ) or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October September 10, 2008 2002 the (the “MTND "Distribution Agreement”"), between The Xxxxxxx Xxxxx Group, Inc.Zions Bancorporation, a Delaware Utah corporation (the “"Company”) "), on the one hand hand, and XxxxxxxZions Investment Securities, Sachs & Co. Inc. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized Defined terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Senior Indenture, the Subordinated Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Senior Indenture, the Subordinated Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Senior Indenture, the Subordinated Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “"Selling Agent” " and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “"Purchasing Agent”". The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “"Global Security”") delivered to the TrusteeTrustees, as agent agents for The Depository Trust Company (the “"Depositary”"), and recorded in the book-entry system maintained by the Depositary (a “"Book-Entry Security”"), or a certificate issued in definitive form (a “"Certificated Security”") delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 IndentureIndentures. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D A Amended and Restated Distribution Agreement, dated October 10September 15, 2008 2014 (the “MTND MTNA Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNA Distribution Agreement, the Prospectus as amended or supplemented, the 2008 2007 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 2007 Indenture or the MTND MTNA Distribution Agreement, the relevant provisions of the Securities, the 2008 2007 Indenture and the MTND MTNA Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNA Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNA Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 2007 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10, 2008 20 (the “MTND Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Gxxxxxx Sxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and XxxxxxxGxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10June 13, 2008 2005 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx GroupExxxx Corporation, Inc., a Delaware an Ohio corporation (the “Company”) on ), and Gxxxxxx, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other“Agents”), to which this Administrative Procedure is attached as Annex II. Capitalized Defined terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall controlIndenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), ) or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplementpricing supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Amended and Restated Medium Term Notes, Series D Amended and Restated A Distribution Agreement, dated October 10, 2008 (the “MTND MTNA Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNA Distribution Agreement, the Prospectus as amended or supplemented, the 2008 2007 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 2007 Indenture or the MTND MTNA Distribution Agreement, the relevant provisions of the Securities, the 2008 2007 Indenture and the MTND MTNA Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNA Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNA Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 2007 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D B Amended and Restated Distribution Agreement, dated October 10September 19, 2008 2011 (the “MTND MTNB Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNB Distribution Agreement, the Prospectus as amended or supplemented, the 2008 1999 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 1999 Indenture or the MTND MTNB Distribution Agreement, the relevant provisions of the Securities, the 2008 1999 Indenture and the MTND MTNB Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNB Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNB Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 1999 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10September 19, 2008 2011 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D N Fourth Amended and Restated Distribution Agreement, dated October 10[●], 2008 2021 (the “MTND MTNN Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNN Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNN Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNN Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNN Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNN Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D E Amended and Restated Distribution Agreement, dated October July 10, 2008 2017 (the “MTND MTNE Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNE Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNE Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNE Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNE Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNE Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term NotesWarrants, Series D G Amended and Restated Distribution Agreement, dated October 10[●], 2008 2021 (the “MTND Series G Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Series G Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Series G Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Series G Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Series G Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND Series G Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10September 6, 2008 2000 (the “MTND "Distribution Agreement”"), between The Xxxxxxx Xxxxx Group, Inc.Universal Corporation, a Delaware Virginia corporation (the “"Company”") on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex IIIII. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “"Selling Agent” " and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “"Purchasing Agent”. ." The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “"Global Security”") delivered to the Trustee, as agent for The Depository Trust Company (the “"Depositary”"), and recorded in the book-entry system maintained by the Depositary (a “"Book-Entry Security”"), or a certificate issued in definitive form (a “"Certificated Security”") delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D E Amended and Restated Distribution Agreement, dated October 10September 15, 2008 2014 (the “MTND MTNE Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNE Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNE Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNE Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNE Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNE Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D E Amended and Restated Distribution Agreement, dated October 10September 19, 2008 2011 (the “MTND MTNE Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNE Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNE Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNE Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNE Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNE Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10, 2008 20 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D A Amended and Restated Distribution Agreement, dated October July 10, 2008 2017 (the “MTND MTNA Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNA Distribution Agreement, the Prospectus as amended or supplemented, the 2008 2007 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 2007 Indenture or the MTND MTNA Distribution Agreement, the relevant provisions of the Securities, the 2008 2007 Indenture and the MTND MTNA Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNA Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNA Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 2007 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D N Second Amended and Restated Distribution Agreement, dated October 10December [•], 2008 2018 (the “MTND MTNN Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNN Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNN Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNN Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNN Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNN Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10___, 2008 (the 20___(the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Gxxxxxx Sachs Group, Inc., a Delaware corporation (the “Company”) on the one hand and XxxxxxxGxxxxxx, Sachs Sxxxx & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D B Amended and Restated Distribution Agreement, dated October 10September 15, 2008 2014 (the “MTND MTNB Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNB Distribution Agreement, the Prospectus as amended or supplemented, the 2008 1999 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 1999 Indenture or the MTND MTNB Distribution Agreement, the relevant provisions of the Securities, the 2008 1999 Indenture and the MTND MTNB Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNB Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNB Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 1999 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10February 14, 2008 2006 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Gxxxxxx Sachs Group, Inc., a Delaware corporation (the “Company”) on the one hand and XxxxxxxGxxxxxx, Sachs Sxxxx & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company Euroclear Bank S.A./N.V. (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October July 10, 2008 2017 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement for the Medium-Term Notes, Series D Amended and Restated Distribution AgreementA, dated October 10[ ], 2008 2010 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx GroupNomura Holdings, Inc., a Delaware joint stock corporation with limited liability organized under the laws of Japan (the “Company”) on the one hand and XxxxxxxNomura Securities International, Sachs & Co. Inc. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10______________, 2008 ____ (the “MTND "Distribution Agreement”"), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation among X.X. Xxxxxx Company (the “"Company”) on "), [Names of Agents] (together, the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other"Agents"), to which this Administrative Procedure is attached as Annex II. Capitalized Defined terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture supplemented or the SecuritiesIndenture. To the extent the procedures any procedure set forth below conflict conflicts with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “"Selling Agent” " and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “"Purchasing Agent”". The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. The Trustee will be the initial Registrar, Calculation Agent, Authenticating Agent and Paying Agent for the Securities and will perform the duties specified herein. Each Security will be issued only in fully registered form and will be represented by either a global security (a “"Global Security”") delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”"DTC"), and recorded in the book-entry system maintained by the Depositary DTC (a “"Book-Entry Security”), ") or a certificate issued in definitive form (a “"Certificated Security”") delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities Securities, which may be payable only in U.S. dollars, will be issued in accordance with the Administrative Procedure set forth in Part I hereof, hereof as they may subsequently be amended as the result of changes in DTC's operating procedures and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D B Amended and Restated Distribution Agreement, dated October July 10, 2008 2017 (the “MTND MTNB Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNB Distribution Agreement, the Prospectus as amended or supplemented, the 2008 1999 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 1999 Indenture or the MTND MTNB Distribution Agreement, the relevant provisions of the Securities, the 2008 1999 Indenture and the MTND MTNB Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNB Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNB Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 1999 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term NotesWarrants, Series D Amended and Restated G Distribution Agreement, dated October 1014, 2008 2020 (the “MTND Series G Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Series G Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Series G Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Series G Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Series G Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND Series G Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D N Third Amended and Restated Distribution Agreement, dated October 10July 1, 2008 2020 (the “MTND MTNN Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNN Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNN Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNN Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNN Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNN Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D N Amended and Restated Distribution Agreement, dated October July 10, 2008 2017 (the “MTND MTNN Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNN Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNN Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNN Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNN Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNN Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities Notes defined in the Medium-Term Notes, Series D Amended and Restated Deposit Notes Distribution Agreement, dated October 10, 2008 20 (the “MTND Distribution Agreement”), between among Xxxxxxx Sachs Bank USA, a New York state-chartered bank (the “Bank”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus Offering Circular, as amended or supplemented, the 2008 Indenture Fiscal Agency Agreement or the SecuritiesNotes. To the extent the procedures set forth below conflict with the provisions of the SecuritiesNotes, the 2008 Indenture Fiscal Agency Agreement or the MTND Distribution Agreement, the relevant provisions of the SecuritiesNotes, the 2008 Indenture Fiscal Agency Agreement and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities Notes directly by the Company Bank to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities Notes by an Agent, as principal, from the Company Bank will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company Bank, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security Note by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security Note by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities Notes and the related settlement details. Each Security Note will be issued only in fully registered form and will be represented by either a global security (a “Global SecurityNote”) delivered to the TrusteeFiscal Agent, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry SecurityNote”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security Note will not be entitled to receive a certificate representing such a SecurityNote, except as provided in the 2008 IndentureFiscal Agency Agreement. Book-Entry Securities Notes will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereofbelow.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D F Amended and Restated Distribution Agreement, dated October 10[●], 2008 2021 (the “MTND MTNF Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNF Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNF Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNF Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNF Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNF Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated E Distribution Agreement, dated October 10, 2008 (the “MTND MTNE Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNE Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNE Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNE Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNE Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNE Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated F Distribution Agreement, dated October 10July 1, 2008 2020 (the “MTND MTNF Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNF Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNF Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNF Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNF Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNF Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated Distribution Agreement, dated October 10September 15, 2008 2014 (the “MTND Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D Amended and Restated N Distribution Agreement, dated October 10January 19, 2008 2017 (the “MTND MTNN Distribution Agreement”), between The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”) on the one hand and Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNN Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNN Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNN Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNN Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNN Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Medium-Term Notes, Series D E Amended and Restated Distribution Agreement, dated October 10July 1, 2008 2020 (the “MTND MTNE Distribution Agreement”), between among GS Finance Corp., a Delaware corporation (the “Company”), and The Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “CompanyGuarantor”) ), on the one hand hand, and Xxxxxxx, Xxxxxxx Sachs & Co. LLC and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the MTND MTNE Distribution Agreement, the Prospectus as amended or supplemented, the 2008 Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the 2008 Indenture or the MTND MTNE Distribution Agreement, the relevant provisions of the Securities, the 2008 Indenture and the MTND MTNE Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the MTND MTNE Distribution Agreement, unless the Company Company, the Guarantor and such Agent otherwise agree as provided in Section 2(b) of the MTND MTNE Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the 2008 Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.