GOLDMAN SACHS GROUP INC. paper goldman sachs group inc. nyse: gs isin: us38141g1040 meeting date: 21...

PROXY PAPERGOLDMAN SACHS GROUP INC.

NYSE: GS ISIN: US38141G1040

MEETING DATE: 21 MAY 2015

RECORD DATE: 23 MARCH 2015

PUBLISH DATE: 01 MAY 2015

COMPANY DESCRIPTION

The Goldman Sachs Group, Inc. provides investmentbanking, securities, and investment managementservices to corporations, financial institutions,governments, and high-net-worth individuals worldwide.

INDEX MEMBERSHIP:

DOW JONES INDUSTRIAL AVERAGE; S&PGLOBAL 100; RUSSELL 3000; RUSSELL1000; S&P 100; S&P 500; DOW JONESCOMPOSITE AVERAGE; FTSE4GOODGLOBAL INDEX; DJSI NA

SECTOR: FINANCIALS

INDUSTRY: CAPITAL MARKETS

COUNTRY OF TRADE: UNITED STATES

COUNTRY OF INCORPORATION: UNITED STATES

HEADQUARTERS: NEW YORK

VOTING IMPEDIMENT: NONE

DISCLOSURES: REFER TO APPENDIX REGARDINGCONFLICT OF INTERESTS

OWNERSHIP COMPANY PROFILE COMPENSATION PREVIOUS BOARD PEER COMPARISON VOTE RESULTS APPENDIX

2015 ANNUAL MEETING PROPOSAL ISSUE BOARD GLASS LEWIS CONCERNS

1.00 Election of Directors FOR FOR

1.01 Elect Lloyd C. Blankfein FOR FOR

1.02 Elect M. Michele Burns FOR FOR

1.03 Elect Gary D. Cohn FOR FOR

1.04 Elect Mark Flaherty FOR FOR

1.05 Elect William W. George FOR FOR

1.06 Elect James A. Johnson FOR FOR

1.07 Elect Lakshmi N. Mittal FOR FOR

1.08 Elect Adebayo O. Ogunlesi FOR FOR

1.09 Elect Peter Oppenheimer FOR FOR

1.10 Elect Debora L. Spar FOR FOR

1.11 Elect Mark E. Tucker FOR FOR

1.12 Elect David A. Viniar FOR FOR

1.13 Elect Mark O. Winkelman FOR FOR

2.00 Advisory Vote on Executive Compensation FOR FOR

3.00 2015 Stock Incentive Plan FOR FOR

4.00 Ratification of Auditor FOR FOR

5.00 Shareholder Proposal Regarding Counting Abstentions AGAINST AGAINST

6.00 Shareholder Proposal Regarding Report onCompensation in the Event of Resignation forGovernment Service

AGAINST AGAINST

7.00 Shareholder Proposal Regarding Right to Act by WrittenConsent

AGAINST FORShareholder action by written consentenables shareholders to take action onimportant issues that arise betweenannual meetings

GS May 21, 2015 Annual Meeting 2 Glass, Lewis & Co., LLC

SHARE OWNERSHIP PROFILE

SHARE BREAKDOWN

1

SHARE CLASS Common Stock

SHARES OUTSTANDING 450.9 M

VOTES PER SHARE 1

INSIDE OWNERSHIP 2.10%

STRATEGIC OWNERS** 2.20%

FREE FLOAT 90.20%

SOURCE CAPITAL IQ AND GLASS LEWIS. AS OF 30-APR-2015

TOP 20 SHAREHOLDERS HOLDER OWNED* COUNTRY INVESTOR TYPE

1. BlackRock, Inc. 5.39% United States Traditional Investment Manager 2. State Street Global Advisors, Inc. 5.37% United States Traditional Investment Manager 3. The Vanguard Group, Inc. 4.70% United States Traditional Investment Manager 4. Capital Research and Management Company 3.19% United States Traditional Investment Manager 5. Citigroup Inc.,Banking and Securities Investments 3.14% United States Bank/Investment Bank 6. Massachusetts Financial Services Company 2.72% United States Traditional Investment Manager 7. Dodge & Cox 2.60% United States Traditional Investment Manager 8. Northern Trust Global Investments 1.24% United States Traditional Investment Manager 9. Lansdowne Partners Limited 1.24% United Kingdom Hedge Fund Manager/CTA 10. BNY Mellon Asset Management 1.06% United States Traditional Investment Manager 11. Harris Associates L.P. 0.91% United States Traditional Investment Manager 12. Fidelity Investments 0.76% United States Traditional Investment Manager 13. Columbia Management Investment Advisers, LLC 0.73% United States Traditional Investment Manager 14. Prudential Investment Management, Inc. 0.72% United States Traditional Investment Manager 15. Geode Capital Management, LLC 0.72% United States Traditional Investment Manager 16. Invesco Ltd. 0.70% United States Traditional Investment Manager 17. JPMorgan Asset Management Holdings Inc. 0.70% United States Traditional Investment Manager 18. Manulife Asset Management 0.66% Canada Traditional Investment Manager 19. Institutional Capital LLC 0.65% United States Traditional Investment Manager 20. AllianceBernstein L.P. 0.64% United States Traditional Investment Manager

*COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ. AS OF 30-APR-2015 **CAPITAL IQ DEFINES STRATEGIC SHAREHOLDER AS A PUBLIC OR PRIVATE CORPORATION, INDIVIDUAL/INSIDER, COMPANY CONTROLLED FOUNDATION,ESOP OR STATE OWNED SHARES OR ANY HEDGE FUND MANAGERS, VC/PE FIRMS OR SOVEREIGN WEALTH FUNDS WITH A STAKE GREATER THAN 5%.

SHAREHOLDER RIGHTS MARKET THRESHOLD COMPANY THRESHOLD1

VOTING POWER REQUIRED TO CALL A SPECIAL MEETING N/A 25.0% VOTING POWER REQUIRED TO ADD AGENDA ITEM 1.0%2 1.0%2 VOTING POWER REQUIRED FOR WRITTEN CONSENT N/A N/A

1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER RIGHT.2SHAREHOLDERS MUST OWN THE CORRESPONDING PERCENTAGE OR SHARES WITH MARKET VALUE OF AT LEAST $2,000 FOR AT LEAST ONE YEAR.


COMPANY PROFILE

FINANCIALS

1 YR TSR 3 YR TSR AVG. 5 YR TSR AVG.

GS 10.8% 30.8% 4.1%S&P 500 INDEX 13.7% 20.4% 15.5%PEERS* 12.0% 30.4% 10.3%

MARKET CAPITALIZATION (MM USD) 84,422 ENTERPRISE VALUE (MM USD) 428,990 REVENUES (MM USD) 34,528

ANNUALIZED SHAREHOLDER RETURNS. *PEERS ARE BASED ON THE INDUSTRY SEGMENTATION OF THE GLOBAL INDUSTRIAL CLASSIFICATION SYSTEM(GICS). FIGURES AS OF 31-DEC-2014. SOURCE: CAPITAL IQ

EXECUTIVECOMPENSATION

CHANGE IN CEO PAY* 1 YR 3 YR 5 YR

11% 37% N/A *SOURCE: EQUILAR. SIMPLE AVERAGE CALCULATION.

SAY ON PAY FREQUENCY 1 Year P4P 2014 D GLASS LEWIS STRUCTURE RATING Fair GLASS LEWIS DISCLOSURE RATING Fair SINGLE TRIGGER CIC VESTING No EXCISE TAX GROSS-UPS No CLAWBACK PROVISION Yes OVERHANG OF INCENTIVE PLANS 13.30%

ENVIRONMENTAL& SOCIAL

2013 2012 2011 EEOC FINES N/A N/A N/A EPA FINES 0 0 0 LOBBYING EXPENDITURES 3,630,000 3,540,000 4,350,000 % OF WOMEN IN THE WORKPLACE 36%RESPONDED TO CDP Responded - Answered questionnaire

GRI-COMPLIANT SUSTAINABILITY REPORT

UN GLOBAL COMPACT SIGNATORY

HUMAN RIGHTS POLICY CONFORMSWITH ILO OR UN DECLARATION ONHUMAN RIGHTS

NON-DISCRIMINATION POLICY INCLUDESGENDER IDENTITY AND/OR GENDEREXPRESSION

REGULARLY DISCLOSES TOTAL AMOUNTOF CORPORATE POLITICALCONTRIBUTIONS

HAS GHG EMISSIONS TARGET

DISCLOSES TOTAL WATER USE

= Applies. Source: IW Financial

BOARD &MANAGEMENT

ELECTION METHOD Majority w/ Resignation Policy CEO START DATE June 2006

STAGGERED BOARD No AVERAGE NEDTENURE 5 years

COMBINED CHAIRMAN/CEO Yes

ANTI-TAKEOVERMEASURES

POISON PILL No APPROVED BY SHAREHOLDERS/EXPIRATION DATE N/A; N/A

AUDITORSAUDITOR: PRICEWATERHOUSECOOPERS TENURE: 21 YEARS MATERIAL WEAKNESS(ES) IDENTIFIED IN PAST 12 MONTHS No RESTATEMENT(S) IN PAST 12 MONTHS No

CURRENT AS OF MAY 01, 2015


PAY-FOR-PERFORMANCE

Goldman Sachs Group's executive compensation received a D grade in our proprietary pay-for-performance model. The Company paid more compensation to its namedexecutive officers than the median compensation for a group of companies selected using Equilar's market based peer algorithm.The CEO was paid more than themedian CEO compensation of these peer companies. Overall, the Company paid more than its peers, but performed moderately better than its peers.

HISTORICAL COMPENSATION GRADE FY 2014: D

FY 2013: F

FY 2012: D

FY 2014 CEO COMPENSATION SALARY: $2,000,000

GDFV EQUITY: $14,700,158

NEIP/OTHER: $7,659,176

TOTAL: $24,359,334

FY 2014 PAY-FOR-PERFORMANCE GRADE 3-YEAR WEIGHTED AVERAGE COMPENSATION

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY

EQUILAR GSMorgan Stanley* Citigroup Inc.* Bank of America Corporation* Wells Fargo & Company* JPMorgan Chase & Co.* American Express Company* Greenhill & Co., Inc. U.S. Bancorp Capital One Financial Corporation MetLife, Inc. Prudential Financial, Inc. The Bank of New York MellonCorporation FBR & Co. American International Group, Inc. Anthem, Inc.

Deutsche Bank AG Credit Suisse GroupAG Barclays PLC UBS AG

*ALSO DISCLOSED BY GS

SHAREHOLDER WEALTH AND BUSINESS PERFORMANCE

Analysis for the year ended 12/31/2014. Performance measures, except ROA and ROE, are based on the weighted average of annualized 1, 2, and 3 year data.Compensation figures are weighted average 3-year data calculated by Glass Lewis based on information disclosed by the Company and its peers in their proxy filings. ForCanadian peers, equity awards are normalized using the grant date exchange rate and cash compensation data is normalized using the fiscal year average exchange rate.

Equilar peers are updated in January and July. Peer data is based on public information, as well as information provided to Equilar during its open submission periods. The“Peers Disclosed by Company” data is based on public information only. Glass Lewis may exclude certain peers from the Pay for Performance analysis based on factors suchas trading status and/or data availability. For details of exclusion criteria, go to: www.glasslewis.com. For more information about Equilar peer groups, go to: www.equilar.com


http://www.glasslewis.com/resources/pay-for-performance/

http://www.equilar.com

1.00: ELECTION OF DIRECTORS

PROPOSAL REQUEST: Election of thirteen directors RECOMMENDATIONS & CONCERNS:ELECTION METHOD: Majority w/ Resignation Policy FOR- Blankfein L.

Burns M.Cohn G.Flaherty M.George W.Johnson J.Mittal L.Ogunlesi A.Oppenheimer P.Spar D.Tucker M.Viniar D.Winkelman M.

NOT UP- None

BOARD OF DIRECTORS

NAME UP AGE GLASS LEWISCLASSIFICATION

COMPANYCLASSIFICATION

OWNERSHIP** COMMITTEES TERMSTART

TERMEND

YEARSON

BOARDAUDIT COMP GOV NOM RISK

Lloyd C. Blankfein*

·CEO·Chairman

60 Insider 1 NotIndependent Yes 2003 2015 12

Gary D. Cohn* 54 Insider 2 NotIndependent Yes 2006 2015 9

David A. Viniar 59 Affiliated 3 NotIndependent Yes 2013 2015 2

M. Michele Burns 57 Independent Independent Yes C 2011 2015 4

Mark Flaherty 55 Independent Independent Yes 2014 2015 1

William W. George 72 Independent Independent Yes 2002 2015 13

James A. Johnson 71 Independent Independent Yes C 1999 2015 16

Lakshmi N. Mittal* 64 Independent 4 Independent Yes 2008 2015 7

Adebayo O. Ogunlesi 61 Independent 5 Independent Yes C C 2012 2015 3

Peter Oppenheimer 52 Independent Independent Yes C 2014 2015 1

Debora L. Spar 51 Independent 6 Independent Yes 2011 2015 4

Mark E. Tucker* 57 Independent Independent Yes 2012 2015 3

Mark O. Winkelman 68 Independent 7 Independent Yes 2014 2015 1

C = Chair, * = Public Company Executive, = Withhold or Against Recommendation

Chairman and CEO. 1.President and COO. 2.Former executive vice president and CFO (until January 31, 2013). 3.Chairman, CEO and significant beneficial owner of ArcelorMittal, which received various financial services from the Company in fiscal year2014. In addition, in 2015 the Company acted as an underwriter for a combined €900 million of debt offerings by ArcelorMittal.

4.

Lead director. Chairman and managing partner of Global Infrastructure Partners, LLC., which manages a fund that sold assets to certain thirdparties in 2014; these third parties partially funded these purchases through equity and debt offerings that were underwritten by the Company.

5.

President of Barnard College, which received donations from the Company equivalent to less than 0.30% of Barnard's gross revenues in 2014. 6.Former limited partner (Until 1999). 7.

**Percentages displayed for ownership above 5%, when available


NAME ATTENDED ATLEAST 75% OFMEETINGS

ADDITIONAL PUBLIC COMPANY DIRECTORSHIPS

Lloyd C. Blankfein Yes None

Gary D. Cohn Yes None

David A. Viniar Yes None

M. Michele Burns Yes (3) Cisco Systems, Inc.; Alexion Pharmaceuticals, Inc.; Etsy, Inc.

Mark Flaherty N/A None

William W. George Yes (1) Exxon Mobil Corporation

James A. Johnson Yes (2) Target Corporation; Forestar Group Inc.

Lakshmi N. Mittal Yes (1) ArcelorMittal S.A.

Adebayo O. Ogunlesi Yes (2) Callaway Golf Company; Kosmos Energy Ltd.

Peter Oppenheimer Yes None

Debora L. Spar Yes None

Mark E. Tucker Yes (1) AIA Group Limited

Mark O. Winkelman N/A (1) Anheuser-Busch InBev N.V.

MARKET PRACTICE

INDEPENDENCE AND COMPOSITION GS* REQUIREMENT BEST PRACTICE

Independent Chairman No No1 Yes5

Board Independence 77% Majority2 66.7%5

Audit Committee Independence 100% ; Independent Chair 100%3 100%5

Compensation Committee Independence 100% ; Independent Chair 100%2 100%5

Nominating Committee Independence 100% ; Independent Chair 100%2 100%5

Percentage of women on board 15% N/A4 N/A

Directors' biographies DEF14A; Page 16

* Based on Glass Lewis Classification

NYSE Listed Company Manual 1.Independence as defined by NYSE listing rules 2.

Securities Exchange Act Rule 10A-3 and NYSE listing rules 3.No current marketplace listing requirement 4.CII 5.

Glass Lewis believes that boards should: (i) be at least two-thirds independent; (ii) have standing compensation andnomination committees comprised solely of independent directors; and (iii) designate an independent chairman, or failingthat, a lead independent director.

GLASS LEWIS ANALYSISWe believe it is important for shareholders to be mindful of the following:

FISCAL 2014 PERFORMANCE AND 2015 STRESS TEST RESULTS

The Company reported increased earnings of approximately $8.5 billion ($17.07 per share) and book value per share of$163.01 in 2014, versus roughly $8 billion and $152.48 in 2013, respectively. The Company's 2014 return on equity was11.2%, which bettered the Company's 2013 ROE of 11%.

On March 11, 2015, the Federal Reserve released the results from its annual Comprehensive Capital Analysis andReview ("CCAR") meant to evaluate the capital planning processes and capital adequacy of the largest U.S-based bankholding companies. The Federal Reserve did not object to the Company's capital plans, which included an increase in itsquarterly dividend by $0.05 per share to $0.60 per share. In addition, the Company repurchased approximately 31.8million shares of common stock for a total cost of approximately $5.47 billion during fiscal year 2014.

LEGAL PROCEEDINGS AND REGULATIONS

In the Company's most recent Form 10-K, filed on February 23, 2015, the Company states that it faces significant legalrisks and that the volume of claims and amount of damages and penalties claimed in litigation and regulatory proceedings


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against financial institutions remains high. Accordingly, the Company notes that its net provisions for litigation andregulatory proceedings were $754 million in 2014, compared with $962 million in 2013. The Company states that thesenet provisions primarily related to mortgage related matters.

Mortgage Related Litigation

As discussed in last year's Proxy Paper, in April 2010 the SEC brought a civil action under the federal securities lawsagainst the Company and one of its employees in connection with a collateralized debt obligation ("CDO") offering madein early 2007. The employee, Fabrice Tourre, was a vice president in the bank's mortgage operation and was principallyresponsible for structuring and marketing a synthetic CDO known as "Abacus". According to the SEC's complaint, Mr.Tourre worked with the hedge fund Paulson & Co. ("Paulson") in creating Abacus, and then misled investors as to thesafety of investing in Abacus, while maintaining contrary investment positions themselves.

In July 2010, the Company agreed to pay a $550 million fine to resolve the government's civil action, but the Companycontinues to receive requests for information and/or subpoenas from regulators and law enforcement authorities relatingto mortgage-related securities. The Company states that it is cooperating with these regulators and other authorities,including in some cases agreeing to the tolling of the relevant statute of limitations.

The Company also states that is subject to a class action lawsuit related to asset-backed certificates issued by varioussecuritization trusts established and underwritten by the Company. While the complaint seeks unspecified damages, thesecuritization trusts issued and underwritten by the Company had principal amounts of approximately $11 billion.

Furthermore, the Company notes that various other parties have filed complaints or summonses with notice in state andfederal court or initiated arbitration proceedings against the Company and its affiliates. The Company states that theaggregate amount of mortgage-related securities sold to plaintiffs in active and threatened cases with regards to thesecomplaints was approximately $6.6 billion.

Settlement of MF Global Litigation

The Company is among numerous underwriters named as defendants in class action complaints generally alleging thatthe offering materials for two offerings of MF Global Holdings Ltd. convertible notes (aggregating approximately $575million in principal amount), failed to describe adequately the nature, scope and risks of MF Global’s exposure toEuropean sovereign debt, in violation of the disclosure requirements of the federal securities laws. The Company statesthat it underwrote an aggregate principal amount of approximately $214 million worth of the MF Global notes. OnDecember 12, 2014, the court preliminarily approved a settlement resolving the class action, and on January 5, 2015, thecourt entered an order effectuating the settlement of all claims against the Company in the individual action. As a result ofthe settlement, the Company alongside other defendants paid a total of $74 million to settle the lawsuit.

Effect of Volcker Rule

In December 2013, the final provisions of the Volcker Rule (i.e., the provisions of the Dodd-Frank Act prohibiting banksfrom engaging in proprietary trading and restricting private equity hedge fund activities) were adopted. The Companystates that it is currently redeeming certain of its interests in hedge funds to comply with the Volcker Rule. Since March2012, the firm has redeemed approximately $2.97 billion of these interests in hedge funds, including approximately $762million during 2014 and $1.15 billion during 2013.

BOARD CHANGES

In July 2014, Adebayo O. Ogunlesi replaced James J. Schiro as the board's lead independent director. In addition, MarkFlaherty and Mark Winkelman both joined the board in December 2014 and Claes Dahlback has chosen not to stand forre-election at the 2015 annual meeting.

LEAD DIRECTOR'S LETTER TO SHAREHOLDERS

As highlighted in our Proxy Paper from last year, following an unsuccessful effort to exclude from the 2012 annualmeeting agenda a shareholder proposal seeking to separate the roles of chairman and CEO, the Company agreed toseveral governance reforms. One such reform was the inclusion of a letter in the Company's annual proxy statement fromthe Company's lead independent director, highlighting the board's key areas of focus over the past year. This year's letterfrom Mr. Ogunlesi covered the following areas of the board's functions:

Engagement: Mr. Ogunlesi states that following his assumption of the lead director role he met with many of theCompany's largest shareholders, representing approximately 35% of the Company's shares outstanding. A numberof topics, including board composition, board leadership structure, succession planning, executive compensationand the impact of regulation and reputational risk were discussed at this meeting. Mr. Ogunlesi states that the boardlistened closely to shareholders' inputs on these matters, and made changes that advance the shared goal of


http://www.reuters.com/article/2014/12/12/mf-global-hldg-lawsuit-idUSL3N0TW3CH20141212

building an increasingly valuable and enduring firm.Board Effectiveness: Mr. Ogunlesi states that the board used its change in leadership to take a fresh look at the board'seffectiveness and chose to enhance the board's self-evaluation process this year. The board also added an individualassessment of director performance, and that these evaluations, coupled with the one-on-one meetings conducted betweenMr. Ogunlesi and each of non-employee director, provided invaluable feedback on the operation of the board and committeesthat translates into specific changes.Change to Committee Sizes: Over the past year, the board conducted an additional analysis of its historicalcommittee structure, which had consisted of each of the board's independent directors serving on each standingcommittees. The board decided that more focused committees would enable each director to expand his or herfocus and expertise in critical areas of the board’s oversight, such as audit, risk and compensation. Further, inrecognition of the exceedingly important work of the public responsibilities subcommittee, it was changed from asubcommittee to a standing committee of the board.Board Composition: Mr. Ogunlesi states that the review of the board’s composition is an ongoing, year-roundprocess, focused on ensuring that our board has the right mix of skills and qualifications to carry out its duties. Twonew directors joined the board, Messrs. Flaherty and Winkelman, who are each also members of the audit,governance and risk committees. Meanwhile, Mr. Dahlbäck, has chosen not to seek re-election to the board.

BUSINESS RELATIONSHIPS WITH DIRECTOR MITTAL

As discussed in previous Proxy Papers, director Mittal is the chairman, CEO and approximately 40% owner of steelproducer ArcelorMittal S.A., which engages in various transactions with the Company.

The Company currently participates in two existing credit facilities for ArcelorMittal, which were restructured in 2013.Under a $2.4 billion five-year ArcelorMittal credit facility, the Company has agreed to lend ArcelorMittal up toapproximately $185 million at an interest rate of Libor + 175 basis points. Under a $3.6 billion two-year ArcelorMittalfacility, the Company has agreed to lend ArcelorMittal up to approximately $26 million at an interest rate of Libor + 150basis points. The Company has not made a loan under any of these facilities to date. In addition, in 2015, the Companyacted as an underwriter for a combined €900 million of debt offerings by ArcelorMittal.

In addition, we note that, Mr. Mittal's relationship with the Company precedes his joining the board in 2008 as theCompany provided a fairness opinion in 2007 to ArcelorMittal related to the merger of Arcelor and Mittal, specificallyregarding a reduction in the exchange ratio for some shareholders (ArcelorMittal Press Release. "Arcelor Mittalannounces further details on legal merger process." May 16, 2007). The merger terms remain a point of contention amongsome ArcelorMittal shareholders, with lawsuits alleging injury stemming from a shift in the exchange ratio in the mergerfrom a previous offer by Mittal Steel.

At this time, we do not believe that these relationships necessarily impair Mr. Mittal's independence, but we thinkshareholders may benefit if the Company limited its client relationships with these directors.

DISCLOSURE OF EXECUTIVE PARTICIPATION IN COMPANY MANAGED FUNDS

More so than most public companies, and perhaps more so than any other publicly traded investment bank, the economicvalue insiders derive from their employment at Goldman comes from sources other than direct salary, annual incentives,and equity compensation. As disclosed in the proxy statement, employees can invest in or alongside funds that aremanaged or sponsored by the Company for independent investors. In certain of the funds, directors and executive officersown in the aggregate more than 10% of total fund holdings. Certain of these funds provide investors with an interest inthe excess returns the Company receives for managing the funds, for independent investors, when the fund'sperformance exceeds a set threshold. The funds generally do not require employees to pay management fees and do notdeduct overrides from fund distributions. In 2014, the following Company executives received the following approximateaggregate distributions (including overrides) from such funds, respectively:

Lloyd Blankfein (Chairman and CEO): $23.6 millionGary Cohn (Director, President and COO): $9.28 millionHarvey Schwartz (CFO): $3.68 millionDavid Viniar (Director and Former Executive VP and CFO): $13.8 millionJohn Weinberg (Vice Chairman): $6.64 millionGregory Palm (General Counsel): $19.3 millionAlan Cohen (Global Head of Compliance): $532,000

The Company does not identify the funds from which these profits were derived. We recognize the Company's need toattract and retain talented employees. And we acknowledge that the Company has always made such investmentopportunities available to its executives. Further, the Company notes "[i]nvestment decisions for the Employee Funds aremade by the investment teams or committees that are fiduciaries for such funds, and no executive officers are members of


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such investment teams or committees." (Company DEF 14A, P. 86)

However, given these significant returns, potentially large insider ownership and lack of information about the investmentobjectives of these funds, shareholders may be curious as to whether there is any risk these investment opportunities maypotentially conflict with the performance incentives for insiders of the Company's compensation programs. Therefore,while not a material issue, we believe shareholders should encourage the Company to provide more informationregarding the funds in which Company insiders have significant interests so that shareholders may judge how suchinterests relate to the overall performance of the Company.

PAY-FOR-PERFORMANCE CONCERNS

Our pay-for-performance analysis indicates that the Company has been deficient in aligning pay with performance. Basedon our analysis of the Company's overall executive compensation policies and disclosure in Proposal 2, we refrain fromrecommending to vote against members of the compensation committee at this time given the performance of theCompany and the positive compensation changes made since last year. However, we believe shareholders shouldclosely monitor the Company's executive compensation practices going forward.

MR. JOHNSON'S PRIOR SERVICE AT PUBLIC COMPANIES

Director Johnson previously served as CEO and chairman of the board of Fannie Mae. In several previous Proxy Papers,we noted concerns regarding his tenure at Fannie Mae, in particular Fannie Mae's failure to recognize $200 million inexpenses in the appropriate periods, which had the effect of allowing executives to meet a target for maximum bonuspayouts (including $1.932 million to Mr. Johnson). Additionally, Mr. Johnson served as a non-employee director of UnitedHealthcare and KB Homes when the CEOs of those firms illegally backdated stock options.

We also noted in previous Proxy Papers that Mr. Johnson received below market loans from Countrywide Financial underthe firm's "VIP Program" aimed at influencing Washington Insiders. In July 2012, the House of Representatives Oversightand Government Reform Committee released a report on its three-year investigation of the VIP Program. The report findsthat the VIP Program provided underwriting and pricing exceptions to several thousand Fannie Mae and Freddie Macemployees, federal regulators and members of Congress. The report also finds that Mr. Johnson, Countrywide CEOAngelo Mozilo, and Countrywide's Washington-based lobbyist were responsible for referring a majority of the borrowers inthe VIP Program. Among Mr. Johnson's referrals were former U.S. Senator Kent Conrad and former Health and HumanServices Secretary Donna Shalala. Further, Mr. Johnson received more than $10 million in loans (some at below-marketrates) under the VIP Program and the report finds that Mr. Johnson received more special treatment than any otherborrower under the program.

While we have previously opposed the nomination of Mr. Johnson on the basis of his performance as CEO of Fannie Maeand that company's role in the housing collapse, as well as poor oversight at United Health and KB Homes, we no longerrecommend this approach. We note that shareholder opposition to Mr. Johnson has been relatively minor, with Mr.Johnson receiving roughly 87% support from shareholders at last year's meeting. More generally speaking we note thatthe events at Fannie Mae happened seven years ago and even longer ago at United Health and KB Homes. In theabsence of more recent evidence that the continued presence of Mr. Johnson on the board has had a negative impact onshareholders or governance practices at the Company, we no longer recommend that shareholders vote against him.

RECOMMENDATIONSWe do not believe there are substantial issues for shareholder concern as to any of the nominees.

Accordingly, we recommend that shareholders vote FOR all nominees.

The Company discloses the following biographical information for directors Mark Flaherty and Mark O. Winkelman, new nominees to the board:Mark Flaherty leverages over 20 years of experience in the investment management industry. His background provides perspective on institutionalinvestors approach to company performance and corporate governance. He has previously served in a number of executive positions with WellingtonManagement Company, Standish, Ayer and Wood and Aetna. Mark O. Winkelman brings experience of service on the board of directors and the audit and finance committees of Anheuser-Busch and on the boardsof directors and audit, finance and other committees of not-for-profit entities to the board. He gained experience of the financial services industry throughhis role as operating partner at J.C. Flowers and his previous service with the Company.


2.00: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL REQUEST: Approval of Executive Pay Package PAY FOR PERFORMANCEGRADES:

FY 2014 DFY 2013 FFY 2012 D

PRIOR YEAR VOTE RESULT(FOR): 83.1% RECOMMENDATION: FOR

STRUCTURE: Fair

DISCLOSURE: Fair

PROGRAM FEATURES 1

POSITIVE

LTIP/PSUs performance-basedSTI-LTI payout balanceNo single-trigger CIC benefitsAnti-hedging policyClawback policy for NEOsFormal share ownership guidelines for NEOsIntroduce performance-based cash component forCEO, COO, CFOEliminated discretion to adjust LTIP payouts

NEGATIVE

Disconnect between pay and performanceSubstantial portion of annual variablecompensation is discretionaryNo relative metrics under LTIP/PSUs

1 Both positive and negative compensation features are ranked according to Glass Lewis' view of their importance or severity

SUMMARY COMPENSATION TABLENAMED EXECUTIVE OFFICERS BASE SALARY BONUS & NEIP EQUITY AWARDS TOTAL COMP

Lloyd C. Blankfein Chairman and CEO $2,000,000 $7,333,333 $12,495,134 $22,162,912

Gary D. Cohn President and COO $1,850,000 $6,716,667 $11,394,314 $20,200,084

Harvey M. Schwartz Executive Vice President and CFO $1,850,000 $6,716,667 $11,394,314 $20,177,797

Mark Schwartz Vice Chairman and Chairman of Goldman Sachs Asia Pacific $1,850,000 $5,716,667 $9,199,166 $24,225,462

Michael S. Sherwood Vice Chairman and Co-CEO of Goldman Sachs International $1,850,000 $1,833,333 $17,139,416 $21,061,873

CEO SUMMARY

2014 LLOYD C. BLANKFEIN



Total CEO Compensation $22,162,912 $19,928,813 $13,300,8661-year TSR 10.8% 40.8% 43.4%

CEO to Avg NEO Pay 1.0:1 1.1:1 1.1:1CEO to Peer Median * N/A N/A N/A

Fixed/Perf.-Based/Discretionary ** 7.4% / 45.8% / 46.8% 7.9% / 20.5% / 71.6% N/A

* Calculated using Company-disclosed peers. ** Percentages based on the CEO Compensation Breakdown values.

CEO to Avg NEO Pay: 1.03: 1


2014 ANNUAL COMPENSATION TABLEPursuant to SEC rules the Summary Compensation Table above includes equity-based awards granted during the year inreview. Generally, the Company grants equity-based awards and pays variable cash compensation for a particular yearafter the year-end. Consequently, the figures in the Summary Compensation Table reflect bonuses paid for 2014, RSUsawarded for 2013, and do not include PSUs/RSUs awarded for 2014 granted in January 2015. To demonstrate awardsassociated with committee decisions made during the past year, the Company provides the following table (excluding theNotional LTI column):

NAMED EXECUTIVE OFFICERS BASE SALARY CASH RSUs PSUs TOTAL ANNUAL COMP NOTIONAL LTIP*

Lloyd C. Blankfein Chairman and CEO $2.0M $7.33M $7.33M $7.33M $24.0M $7.0M

Gary D. Cohn President and COO $1.85M $6.72M $6.72M 6.72M $22.0M $6.7M

Harvey M. Schwartz Executive Vice President and CFO $1.85M $6.72M $6.72M 6.72M $22.0M $6.7M

Mark Schwartz Vice Chairman $1.85M $5.72M $11.43M - $19.0M $4.0M

Michael S. Sherwood Vice Chairman $1.85M $1.83M $9.17M - $22.0M $6.7M

*LTIP awards are not included in the Company's annual compensation table, as the Company does not consider them part of annual compensation.

CEO COMPENSATION BREAKDOWN*

FIXEDCash $2.3M

Salary $2.0MBenefits / Other $325,843

Total Fixed $2.3M

PERFORMANCE- BASED

Cash $7.0M2015 Long-Term Performance Incentive Plan $7.0M

Target/Maximum $7.0M / $26.0M Metrics Average ROE, Average Change in BVPS Performance Period 8 years

PSUs $7.3MAnnual Variable Compensation $7.3M

Target/Maximum $7.3M / $11.0M Metrics Average ROE Performance Period 3 years

Total Performance-Based $14.3M

TIME-VESTING/ DISCRETIONARY

Cash $7.3MAnnual Variable Compensation $7.3M

RSUs $7.3MAnnual Variable Compensation $7.3M

Vesting / Deferral Period Delivered in three equal installments but subject to five yeartransfer restrictions

Total Time-Vesting/Discretionary $14.7M

Awarded Incentive Pay $29.0M Total Pay Excluding change in pension value and NQDCE $31.3M

*Reflects awards granted but not necessarily earned for the year in review; excludes earned long-term cash payouts included in the Summary Compensation Table.


PEER GROUP REVIEWThe Company compares NEO compensation to a peer group consisting of 10 companies. Total NEO compensation is not benchmarked to a specificpercentile of the peer group.

MARKET PRACTICE

COMPANYPREVALENCE:

S&P 500 INDUSTRY SUBSET

1,2

PREVALENCE: ALL S&P 500 1

GENERAL PRACTICES Clawback Policy Yes 100.0% 82.7%

Single-Trigger CIC Benefits No 52.2% 47.0%Excise Tax Gross-Ups No 8.7% 27.8%

SHORT-TERMINCENTIVES

Performance-Based Awards No 26.1% 81.9%Disclosed Individual Limits No 65.2% 91.0%

LONG-TERM INCENTIVES Performance-Based Awards Yes 91.3% 87.2%

Performance Goals Include Relative Metric(s) No 38.1% 59.4%Any Performance Period(s) at Least Three Years Yes 66.7% 76.0%

1 Reflects adoption rates based on company data for meetings between 10/1/2013 and 9/30/2014; excludes foreign filers, recent IPOs and companies with irregular or ad-hoc granting schedules.

2 Based on companies within the Diversified Financials industry.


EXECUTIVE COMPENSATION STRUCTURE - SYNOPSIS

FIXED

Mr. Sherwood received a significant increase in his fixed compensation during the past fiscal year.Pursuant to new requirements under the EU Capital Requirements IV directive, relevantcompanies must limit the ratio of variable to fixed compensation to Code Staff to 1:1, or up to 2:1with shareholder approval. As such, it appears the Company adjusted the composition of Mr.Sherwood's compensation to reflect the requirements of CRDIV while maintaining his total directcompensation level. For 2014, Mr. Sherwood's fixed allowance was $9.15, paid entirely inequity-based awards, in addition to his base salary. For 2015, Mr. Sherwood's fixed allowance wasincreased to $11.15 million.

VARIABLE PAY

ANNUAL VARIABLE COMPENSATION

AWARDS GRANTED (PAST FY) Cash, RSUs and cash-settled PSUs

TARGET PAYOUTS PSUs: $7.3 million for the CEO and $6.7 million each for theCOO and CFO

MAXIMUM PAYOUTS PSUs: $11.0 million for the CEO and $10.1 million each for theCOO and CFO

TIME-VESTING PAYOUTSRSUs: $7.3 million for the CEO and between $6.7 million and$11.4 million for each other NEO Cash: $7.3 million for the CEO and between $1.8 million and$6.7 million for each other NEO

Initial award amounts are determined based on the compensation committee's assessment offirmwide and individual performance, among other factors.

RSUs vest at grant and are distributed in three approximately equal installments on the first, secondand third anniversaries of the grant date, with approximately 50% subject to five-year transferrestrictions.

PSUs vest based on performance measured over three years, and are settled in cash.

METRICS FORPSUS

AVERAGE ROE

Absolute

Weighting 100%

ThresholdPerformance 4%

TargetPerformance 11%

MaximumPerformance 14%


2015 LONG-TERM PERFORMANCE INCENTIVE PLAN

AWARDS GRANTED (PAST FY) Cash

INITIAL NOTIONAL VALUES $7,000,000 for the CEO and between $4,000,000 and$6,700,000 for each other NEO

MAXIMUM PAYOUTS* $25,997,613 for the CEO and between $14,855,779 and$24,883,430 for each other NEO

*Calculated based on an eight-year performance period, annual 12% increases, and a maximumoverall cap of 150% of the adjusted notional value.

Performance is measured over eight years; however, within the first year the compensationcommittee may reduce the period to three years due to unforeseen circumstances.

The initial notional value increases or decreases each year by an amount equal to the Company'sannual ROE, subject to a 12% annual cap. At the end of the performance period, this adjustednotional value is further adjusted based on performance against the metrics below measured overthe full performance period.

METRICS

AVERAGE ROE AVERAGE CHANGE INBVPS

Absolute Absolute

Weighting 50% 50%

ThresholdPerformance 5% 2%

TargetPerformance 12% 7%

MaximumPerformance 15% 12%

GLASS LEWIS ANALYSISThis proposal seeks shareholder approval of a non-binding, advisory vote on the Company's executive compensation.Glass Lewis believes firms should fully disclose and explain all aspects of their executives' compensation in such a waythat shareholders can comprehend and analyze the company's policies and procedures. In completing our assessment,we consider, among other factors, the appropriateness of performance targets and metrics, how such goals and metricsare used to improve Company performance, the peer group against which the Company believes it is competing, whetherincentive schemes encourage prudent risk management and the board's adherence to market best practices.Furthermore, we also emphasize and evaluate the extent to which the Company links executive pay with performance.

We note the following concerns with the Company's compensation programs:

VARIABLE COMPENSATION

Discretionary Annual Variable Compensation DeterminationThe Company does not utilize an objective, formula-based approach to setting annual variable compensation levels. Asnoted above, initial award levels are determined on a discretionary basis. We believe shareholders benefit when incentiveawards are determined on the basis of metrics with pre-established goals and are thus demonstrably linked to theperformance of the company, aligning the interests of management with those of shareholders. While mindful of theseconcerns, we acknowledge that for the year in review, executives with firmwide responsibilities (the CEO, COO and CFO)received a third of the annual variable compensation award in PSUs which vest subject to further performanceachievement. While mindful of this change, we remain concerned that two-thirds of this annual value, and all of the annualvariable compensation for Messrs. M. Schwartz and Sherwood, is allocated on a fully discretionary basis and not subjectto any further performance-based restrictions.

Incentive Limits on Annual Variable CompensationThe Company does not disclose individual incentive limits under the annual variable compensation plan (although PSUsare subject to a maximum payout calculated as a percentage of initial award amounts). Shareholders should encouragethe Company to set and disclose individual caps so as to assure shareholders that executive pay will always beconstrained by stated limits.

Narrow Performance Conditions Final payouts for PSUs and LTIP awards are determined to a large extent on ROE results, which allows for a high level ofpay-out (or lack thereof) for hitting similar targets. We believe the best compensation policies are based on a variety of


performance metrics, which better gauge a Company's overall financial health and performance.

Absolute Metrics Awards granted under the Company's incentive schemes are solely determined by absolute performance measures. InGlass Lewis' view, the predominant use of absolute metrics under variable incentive plans is inappropriate, as thesemeasures may reflect economic factors or industry-wide trends beyond the control of executives, rather than theexecutives' own individual performance. As such, we believe it would be beneficial to incorporate relative measures todetermine awards granted under under the performance-based portions of executive compensation.

2014 PAY FOR PERFORMANCE : DThe Company has been deficient in linking executive pay to corporate performance, as indicated by the "D" gradereceived by the Company in Glass Lewis' pay-for-performance model. Shareholders should be concerned with thisdisconnect. A properly structured pay program should motivate executives to drive corporate performance, thus aligningexecutive and long-term shareholder interests. In this case, as indicated by the poor grade, the Company has notimplemented such a program. In our view, shareholders should be concerned with the compensation committee's failurein this area.

CONCLUSIONGiven the longstanding concerns that Glass Lewis has raised with regard to the Company's compensation approach, webelieve shareholders should be particularly receptive to the changes made to the incentive programs for the year inreview. In particular, based on shareholder feedback:

Stock ownership guidelines have been adopted to supplement existing retention requirements and transferrestrictions.The clawback policy has been expanded in a standalone document covering equity-based awards, underlyingshares at risk, cash variable compensation and LTIP awards, as applicable.A portion of annual variable compensation for the CEO, COO and CFO has been granted in PSUs with vestingbased on ROE performance over a three-year period.The authority to adjust ultimate payouts under the LTIP on a discretionary basis based on individual performancehas been eliminated for 2012, 2013, 2014 and 2015 awards.2015 LTIP awards were granted with the upfront expectation that they will have an eight-year performance period,though the period may be shortened to three years in certain circumstances.

Shareholders should note that the eight-year performance period in place for 2015 LTIP awards doesn't necessarilyreflect a change in application so much as a change in approach (previously, awards were based on three-yearperformance with a potential five-year extension). However, we note the committee's rationale that this eight-yearperformance period is an appropriate period of time to assess performance while accounting for business cycles andmacroeconomic forces, and we specifically highlight that this measurement window is far lengthier than that used by thevast majority of companies in the United States. Furthermore, we acknowledge that overall the changes to the LTIP serveto provide shareholders with a much clearer view of the expected structure of the LTIP, with clear award limits,performance thresholds and measurement periods set at the time of grant. That the discretionary adjustment authorityhas been retroactively removed from outstanding LTIP awards as well underscores the efforts made by the Company tobe responsive to its shareholders.

Furthermore, we highlight that the PSUs introduced for the CEO, COO and CFO have taken the place of a portion ofawards previously allocated as time-vesting RSUs, rather than an additional compensation component (although we notethat awards will be settled in cash and allow for payouts of 150% of target). This shift, while still not addressing ouroutstanding concerns regarding the Company's discretionary approach toward annual variable compensation levels, doesserve to ultimately increase the proportion of an executive's compensation package subject to the achievement of furtherperformance goals.

As noted in our pay-for-performance analysis, executive compensation and corporate performance were not aligned at theCompany. We are mindful of this issue particularly given the overall discretionary approach utilized to determine initialcompensation levels. Furthermore, we note that the maximum LTIP award levels, which have been fully disclosed for2014 awards in this year's proxy statement and are calculated for 2015 awards above, are exceptionally high if applied tothe full eight-year period, providing for payouts of up to $26 million in cash for the CEO and between $15 million and $25million for each other NEO. Coupled with the already substantial initial compensation values allocated to executives eachyear, we remain concerned that executives may simply be eligible to receive compensation at levels that may never beentirely commensurate with performance achievement.


Despite this ongoing pay-for-performance disconnect and our aforementioned concerns, however, we believeshareholders can support this proposal. The changes outlined above ultimately serve to shed some light on what waspreviously a largely discretionary and somewhat opaque incentive structure, and the revised incentive structure is one thatwe believe shareholders can reasonably expect will more clearly bring compensation levels in line with objectiveperformance results going forward. Further, while compensation and performance are misaligned based on our analysis,the Company outperformed its peers on several key metrics and the alignment has improved since last year, when theCompany earned an "F" in our pay-for-performance analysis. We will, however, continue monitoring the Company'spay-for-performance practices and the impact of the recent program changes on overall NEO compensation in comingyears.

Accordingly, we recommend that shareholders vote FOR this proposal.


3.00: 2015 STOCK INCENTIVE PLAN

PROPOSAL REQUEST: Approval of the 2015 Stock Incentive Plan RECOMMENDATIONS & CONCERNS:PRIOR YEAR VOTE RESULT (FOR): N/A FOR- NO CONCERNS

BINDING/ADVISORY: Binding

REQUIRED TO APPROVE: Majority of votes cast

COMPANY INFO/REQUESTED SHARES

Outstanding Shares (12/31/14) 465,148,390 NUMBER OF SHARES REQUESTED 50,000,000

Market Capitalization (12/31/14) $84,421,789,890 Shares Currently Available 33,438,606

GICS Sector Number 4020 Potential Dilution Based on Shares Requested 9.71%

GICS Sector Name Diversified Financials Requested Increase as a % of Outstanding Shares 10.75%

ANALYSIS OF PROPOSED PLAN

PLANFEATURES

Plan Title 2015 Stock Incentive Plan

Amendment or New Plan? New Plan

Eligible Participants Employees, officers, non-employee directors, consultants andadvisors

Administrators Compensation committee

Award Types Permitted Stock options, SARs, restricted stock, RSUs, dividendequivalent rights and other equity-based awards

Vesting Provisions Determined by the compensation committee

OTHERFEATURES

Full value award multiplier? No

Single-trigger change of control? No

Evergreen provisions? No

Fair Market Value minimum? Yes

Reload provisions? No

COSTANALYSIS

Projected Annual Cost $2,844,227,228 Likely Annual Grant (#) 14,673,824

COMPANY PEERAVG.

1 STDDEV

Annual Cost as a % of Revenue 8.24% 5.30% 10.58%

Annual Cost as a % of TBV 4.10% 12.62% 36.09%

Annual Cost as a % of Enterprise Value 0.66% 1.41% 3.41%

Annual Cost Per Employee $83,654 $54,903 $100,879

Expensed Cost $2,085,000,000

COMPANY PEERAVG.

1 STDDEV

Expensed Cost as a % of Revenue 6.04% 6.01% 18.43%

Expensed Cost as a % of TBV 3.00% 8.20% 21.13%

Expensed Cost as a % of Enterprise Value 0.49% 3.52% 14.97%


GRANT HISTORY& IMPACT TO

SHAREHOLDERWEALTH

LAST FY -2 FY -3 FY

Total Option Grants 0 0 0

Options Cancelled 0 72,804 29,879

Stock Awards (Net) 13,440,936 16,519,649 9,917,351

Gross Annual Dilution 3.10% 3.74% 2.33%

Net Annual Dilution 2.89% 3.52% 2.06%Average Gross Run Rate 3.05% Average Net Run Rate 2.82% % Granted to Executives 2.99%

PEERCOMPARISON*

TOTAL

POTENTIALDILUTION

3-YR AVG.BURN RATE

GRANTSTO CEO

(LAST FY)

GRANTSTO NEOS(LAST FY)

COMPANY 30.87% 3.06% 0.61% 3.00%

PEER MEDIAN 18.49% 1.62% 6.77% 19.19%

PEER AVG. 24.12% 3.60% 9.06% 22.52%

*Peers are based on Industry Group segmentation of the Global Industrial Classification System (GICS)

EVALUATIONSUMMARY

PROGRAM SIZE ANALYSES PROGRAM COST ANALYSES

Existing Size of Pool FAIL Projected Cost as % ofOperating Metrics PASS

Pro-Forma Available Pool FAIL Projected Cost as % ofEnterprise Value PASS

Grants to Execs PASS Projected Cost Per Employee PASS

Pace of Historical Grants FAIL Expensed Cost as % ofOperating Metrics PASS

Expensed Cost as % ofEnterprise Value PASS

OTHER

Repricing Authority PASS

Other Features PASS

GLASS LEWIS ANALYSISThis proposal seeks shareholder approval of the 2015 Stock Incentive Plan. If approved, it would authorize an additional50.0 million shares for issuance, which when issued would dilute current shareholders by 9.7%. The terms of the 2015Plan are identical to those of the 2013 Plan, but provide for an increase in the number of shares authorized for issuance,as noted above, and extend the terms of the plan through the 2019 annual meeting.

Some of our analyses involve comparisons of the Company to its peers. Unless noted, the peer group selected for thisanalysis includes 28 companies in the diversified financials industry with an average market capitalization of $865 million.

ANALYSIS OF PROPOSED PLAN

We recommend that shareholders vote FOR this plan. While the plan failed certain analyses, we are cognizant of thebroad-based nature of the Company's equity granting practices, and further note that both the current plan and theproposed plan each have three-year terms, providing shareholders with fairly regular input on the Company's equitycompensation approach.

We estimate that the Company will issue equity-based awards with an annual cost of approximately $2.8 billion.


DISCUSSION OF ANALYSIS RESULTS

Analysis: Size of the Likely Annual GrantsResult: Exceeded Reasonable LimitGiven the employee base, past granting and cancelling of equity awards patterns and industry trends, we calculate thatthe Company will grant no shares of options and approximately 14,673,000 shares of restricted stock per year over thenext several years. We believe the Company has adequate reserves of securities from its existing available pool to meetthis need until at least next year, and we generally like to see companies seek approval of new plans when their existingplans are inadequate to meet near-term needs. Despite these facts, we believe the plan to be reasonable.

Analysis: Comparison to Financial Performance - Projected CostResult: Within One Standard Deviation RangeWe have undertaken an extensive analysis of the likely annual cost of this program compared with the financial metrics ofthe Company and a similar analysis of the equity-based compensation programs of the Company's principal peers. Ourmodel and analysis reveal that the likely annual cost of the proposed equity compensation plan is within one standarddeviation of the average cost of similar programs for all financial metrics that we tested.

Analysis: Comparison to Financial Performance - Expensed CostResult: Within One Standard Deviation RangeWe have also undertaken an extensive analysis of the equity compensation cost expensed by the company comparedwith the financial metrics of the Company and a similar analysis of the Company's principal peers. Our analysis revealsthat the equity compensation expense is within one standard deviation of the average of similar programs for all financialmetrics that we tested.

Analysis: Comparison to Enterprise Value- Projected CostResult: Within One Standard Deviation RangeIn our analysis, we compared the likely annual cost of the equity-based compensation plan to enterprise value and foundthat percentage to be within one standard deviation of the average of the same metric for the Company's peers. The planwas, however, below the median for the group.

Analysis: Comparison to Enterprise Value- Expensed CostResult: Within One Standard Deviation RangeWe also compared the equity compensation cost expensed by the Company to enterprise value and found thatpercentage to be within one standard deviation of the average of the same metric for the Company's peers.

Analysis: Projected Per Employee CostResult: Within One Standard Deviation RangeOur analysis includes an evaluation of whether the likely future grants are excessive on a per-employee basis comparedwith the group of peer companies. While we recognize that different companies may choose to compensate theiremployees with differing relative levels of cash and equity-based compensation, we believe this is a helpful measure ofwhether the plan is substantially oversized, given the industry's norms. It is also true that companies each include differentgroups of employees in their grantee pool; we still find this metric valuable as a way of assessing whether the plan is asefficient as it could be. Accordingly, we only look to be sure that the Company is not more than one standard deviationaway from the industry average in terms of equity-based compensation per employee. Here, although we project that theCompany will pay more in equity-based compensation to its employees than more than half its peers, we find that theCompany is within that one standard deviation metric.

Analysis: Pace of Historical GrantingResult: Exceeded Reasonable LimitBy our calculations, the Company has been granting equity awards at a brisk pace and one that does not satisfy us thatshareholder interests are being carefully considered. Last year, for example, there were grants (full share equivalentgrants, net of cancelled awards) amounting to more than 2.9% of the basic outstanding shares. That is a lot of dilution forthe shareholders to accept for a single year. However, we recognize that this figure partly reflects the Company'sextensive share buyback activities, which have significantly reduce the outstanding float and, in turn, the dilutive impact ofits equity awards.

RECOMMENDATIONIn summary, we recommend that shareholders vote FOR this proposal.


4.00: RATIFICATION OF AUDITOR

PROPOSAL REQUEST: Ratification of PricewaterhouseCoopers RECOMMENDATIONS & CONCERNS:PRIOR YEAR VOTE RESULT (FOR): 98.9% FOR- NO CONCERNS

BINDING/ADVISORY: Advisory

REQUIRED TO APPROVE: Majority of votes cast

AUDITOR OPINION: Unqualified

AUDITOR FEES 2014 2013 2012

Audit Fees: $53,500,000 $52,200,000 $55,500,000 Audit-RelatedFees:

$8,500,000 $7,600,000 $8,200,000

Tax Fees: $1,700,000 $2,200,000 $1,800,000 All OtherFees:

$ 0 $ 0 $ 0

Total Fees: $63,700,000 $62,000,000 $65,500,000

Auditor: PricewaterhouseCoopers PricewaterhouseCoopers

PricewaterhouseCoopers

Years Serving Company: 21 Restatement in Past 12 Months: No Alternate Dispute Resolution: No Auditor Liability Caps: No

GLASS LEWIS ANALYSISThe fees paid for non-audit-related services are reasonable and the Company discloses appropriate information aboutthese services in its filings.

Accordingly, we recommend that shareholders vote FOR ratification of the appointment of PricewaterhouseCoopers asthe Company's auditor for fiscal year 2015.


5.00:

SHAREHOLDER PROPOSAL REGARDING COUNTINGABSTENTIONS

PROPOSAL REQUEST: That all matters presented to shareholders be decided bya simple majority of the shares voted FOR and AGAINST

SHAREHOLDER PROPONENT: Equality Network Foundation

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - NO CONCERNS

GLASS LEWIS REASONINGGiven the Company's clear communication regarding its vote tabulation processes as well as investors' general understandingas to how their votes, should they choose to abstain, would be counted, we are not convinced that adoption of this proposal isnecessary at this time.

PROPOSAL SUMMARYText of Resolution- RESOLVED: Shareholders of Goldman Sachs Group, Inc. (“Goldman Sachs” or “Company”) herebyrequest the Board of Directors to initiate the steps necessary to amend the Company’s governing documents to providethat all matters presented to shareholders, other than the election of directors, shall be decided by a simple majority of theshares voted FOR and AGAINST an item. This policy shall apply to all such matters unless shareholders have approvedhigher thresholds, or applicable laws or stock exchange regulations dictate otherwise.

Proponent's Perspective

The Company counts votes in two different ways in its proxy,which is confusing, inconsistent, does not honor voter intent andharms shareholders' best interests;A study of Companies in the S&P 500 and the Russell 1000 found48% employ simple majority vote-counting, as requested by thisproposal;Recently several companies have implemented this system ofvote counting at the proposal's request;The SEC dictates a specific vote-counting formula for the purposeof establishing eligibility for resubmissions ofshareholder-sponsored proposals, which is the number of FORvotes divided by the FOR votes plus the AGAINST votes;The Company does not uniformly follow the simple majority voteput forth by the SEC as its proxy states that abstentions will be"treated as a vote against;"The Company applies the restrictive formula for countingabstentions in votes on shareholder-sponsored items, but uses asimple majority vote and excludes abstentions for uncontesteddirector elections;The Company's method of counting votes boosts the appearanceof support for director elections and depress the calculated levelof support for other items; andWhile an abstaining vote has clearly not followed the board'stypical recommendation to vote against eachshareholder-sponsored item, the board counts each abstention asif a vote agreed with the board's recommendation against thevoting item.

Board's Perspective

The Company's voting standards are clearly disclosed,consistently applied and reflect the intent of shareholders;Revising the Company's voting standards would not be in thebest interests of the Company or shareholders;The Company's voting standards are clearly described in itsproxy statement;The Company enhanced its disclosure of voting standards thisyear;To stop counting abstentions would effectively disenfranchiseshareholders who make the informed choice to abstain on aparticular matter;Shareholders recognize the impact of their abstentions andexpect that it will be included in the vote count as described inthis proxy statement;The Company has a majority vote standard that counts all sharesthat are present in person or represented by proxy for bothmanagement and shareholder proposals;The Company has no supermajority vote requirements;As a Delaware corporation, the Company is subject to DelawareGeneral Corporation Law and always applies the default votingstandard under Delaware law for both management andshareholder proposals;The majority of Delaware corporations in the S&P 500 adhere tothe same default voting standards as the Company;The Company counts votes on management proposals, such assay on pay or approval of the equity compensation plan, in thesame was as for shareholder proposals;Like most Fortune 500 companies, the Company has movedfrom plurality voting to majority voting in uncontested directorelections, which is a governance best practice;There is no "SEC standard" for vote calculation, as asserted bythe proponent, and the rules mentioned are solely in connectionwith requirements for a proponent to resubmit a proposal at asubsequent annual meeting; andThe board reviews any matter that receives the significantsupport of shareholders, regardless of whether the matter hastechnically passed under the applicable legal standard.


http://www.calpers-governance.org/docs-sof/provyvoting/calpers-russell-1000-vote-calculation-methodology-final-v2.pdf

GLASS LEWIS ANALYSIS

The tabulation of proxy votes for U.S. public companies are determined by several sources: Federal securities regulations;the securities regulations of the state in which a company is legally domiciled; rules established by securities exchanges;and a company's charter and/or bylaws. According to the SEC, matters other than voting on the election of directors aretypically approved by a vote of a majority of the shares voting or present at the meeting. However, the effect of abstainingon these items depends on the specific voting rule that applies, which is discussed in a company's proxystatement. Delaware's General Corporation Law Section 216 (2) requires the affirmative vote of the majority of sharespresent in person or presented by proxy at the meeting entitled to vote on the subject matter for approval of proposalsother than the election of directors, unless otherwise stipulated in a company's charter or bylaws. In this instance, theCompany states in its 2015 proxy statement that abstentions will have no effect on the election of directors but that foreach of the other proposals, abstentions will be treated as shares present for quorum purposes and entitled to vote, sothey will have the same practical effect as votes against proposals (pp.97-98).

Given the Company's clear communication regarding its vote tabulation processes, as well as investors' generalunderstanding as to how their votes—should they choose to abstain—would be counted, we are not convinced thatadoption of this proposal is necessary at this time. Moreover, we were not able to find any compelling evidence that theCompany has ignored shareholder proposals that have received majority shareholder support (either including orexcluding abstentions) or that the number of abstentions received by the Company in any given year significantly impactsany voting matters. As such, we are not convinced that adoption of this resolution is necessary at this time.

Accordingly, we recommend that shareholders vote AGAINST this proposal.


http://www.sec.gov/spotlight/proxymatters/voting_mechanics.shtml

http://delcode.delaware.gov/title8/c001/sc07/#216

6.00:

SHAREHOLDER PROPOSAL REGARDING REPORT ONCOMPENSATION IN THE EVENT OF RESIGNATION FORGOVERNMENT SERVICE

PROPOSAL REQUEST: That the Company report on the vesting of equity forexecutives who voluntarily resign to enter governmentservice

SHAREHOLDER PROPONENT: The AFL-CIO Reserve Fund



RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - NO CONCERNS

GLASS LEWIS REASONINGGiven the Company's existing disclosure, we are not convinced that adoption of this resolution is in shareholders' best interestsat this time.

PROPOSAL SUMMARYText of Resolution- RESOLVED: Shareholders of The Goldman Sachs Group, Inc. (the “Company”) request that theBoard of Directors prepare a report to shareholders regarding the vesting of equity-based awards for senior executivesdue to a voluntary resignation to enter government service (a “Government Service Golden Parachute”). The report shallidentify the names of all Company senior executives who are eligible to receive a Government Service Golden Parachute,and the estimated dollar value amount of each senior executive’s Government Service Golden Parachute.

For purposes of this resolution, “equity-based awards” include stock options, restricted stock and other stock awardsgranted under an equity incentive plan. “Government service” includes employment with any U.S. federal, state or localgovernment, any supranational or international organization, any self-regulatory organization, or any agency orinstrumentality of any such government or organization, or any electoral campaign for public office.


The Company provides its senior executives with vesting ofequity-based awards after their voluntary resignation ofemployment from the Company to pursue a career in governmentservice;At most companies, equity-based awards vest over a period oftime to compensate executives for their labor during thecommensurate period and, as such, executives who voluntarilyresign before vesting criteria are satisfied generally forfeitunvested awards;While government service is commendable, the practice of theCompany vesting equity-based awards to executives whovoluntarily resign to enter it is questionable;Vesting equity awards over a period of time is a powerful tool toattract and retain talented employees, which is undermined byvesting awards for executives who resign;The Company's compensation plan should align the interests ofsenior executives with the long-term interests of the Company;The proponents oppose compensation plans that provide windfallcompensation that is unrelated to performance;The Company must not expect favorable treatment from formerexecutives who enter government service, so the benefit ofvesting awards for those who resign to take government positionsis unknown; andIssuing a report to shareholders on the Company's use vestingequity awards for executives entering government service willgive the Company an opportunity to explain this practice andprovide needed transparency for investors.

Board's Perspective

The preparation of additional reports would not be in the bestinterests of the Company or its shareholders;No senior executive has an employment agreement that providesfor guaranteed payments, severance or "golden parachute"payments upon their departure for government service orotherwise;No senior executive holds equity-based awards whose vestingwould be triggered by their voluntary resignation to enter intogovernment service;The Company's "Report on Vesting of Equity-Based Awards Dueto Voluntary Resignation to Enter Government Service," which ispublicly available on its website, clearly discloses that no seniorexecutive holds an award that would vest for voluntaryresignation to enter government service;In addition to disclosing what is requested by this proposal, theCompany also describes the treatment of vested equity awards,which are not the topic of this proposal, in the case of certainresignations to enter government service, providing fulltransparency for shareholders; andThe premise of this proposal seems to penalize senioremployees for choosing to accept government positions inservice of their country.


GLASS LEWIS ANALYSISGlass Lewis believes that disclosure of information regarding compensation is critical to allowing shareholders to evaluatethe extent to which a company's pay is keeping pace with its performance. However, we are concerned that this proposalpotentially goes too far in the level of detail that it requests. If interpreted to cover the broadest group of applicableemployees, shareholders are unlikely to need or be able to use the information requested by this proposal and it will rarelybe in the interest of shareholders to give away competitive data about remuneration at the individual level, about whichinformation is not otherwise available. This sort of disclosure requirement could create internal personnel tensionthat would be counterproductive for the Company and its shareholders.

We are not convinced that this proposal offers an appropriate mechanism for ensuring that shareholders' best interestsare protected in this regard. Specifically, we do not believe that additional disclosure beyond what the Company alreadymakes publicly available is necessary. The Company already provides significant disclosure regarding its compensationpackages in its compensation discussion and analysis section of its annual proxy filing, where it outlines its compensationand performance in the previous year, its philosophy and key pay practices for compensation, its annual and long-termincentives and its miscellaneous compensation policies (2015 DEF 14A, pp. 36-54). With respect to the proponent'sconcern, the Company states that "upon an NEO's termination without Violation, shares of Common Stock underlyingRSUs will continue to be delivered on schedule, and Options will remain exercisable for their full term, provided that, forRSUs, the NEO does not become associated with a Competitive Enterprise" (2015 DEF 14A, p.63). In addition, forsituations where the NEO resigns and accepts a position that is deemed "Conflicted Employment," which may entailemployment at the federal or state levels of U.S. government that would result in an actual or perceived conflict of interestshould the NEO continue holding Company equity, the NEO can receive, at the discretion of the board, an equivalentcash payment or accelerated delivery for RSUs and stock options (2015 DEF 14A, pp.64-65). In addition, the Companyprovides a Report on Vesting of Equity-Based Awards Due to Voluntary Resignation to Enter Government Service, whichreiterates the aforementioned disclosure and names the Company's senior executives.

We believe that the information currently disclosed by the Company is sufficient in allowing shareholders to understandthe Company's compensation philosophies and practices. Moreover, shareholders are afforded the opportunity to expresstheir views on these philosophies and practices through their advisory vote on executive compensation (the topic ofProposal 2) and may also exercise a vote against directors, specifically those who sit on the compensation committee, incases where a Company has instituted policies that do not sufficiently link pay with performance. Further, we believe thatthe Company has substantially fulfilled the request of this proposal through its existing disclosures. Given the above, wedo not believe that adoption of this proposal is necessary or in the best interests of the Company or its shareholders atthis time.

Accordingly, we recommend that shareholders vote AGAINST this proposal.


http://www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/report-on-vesting.pdf

7.00:

SHAREHOLDER PROPOSAL REGARDING RIGHT TO ACT BYWRITTEN CONSENT

PROPOSAL REQUEST: That the Company allow shareholders the right to act bywritten consent

SHAREHOLDER PROPONENT: James McRitchie and Myra K. Young



RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: FOR - Shareholder action by written consent enables shareholders to take action on important issues that arise between annual meetings

GLASS LEWIS REASONINGWe believe the terms of this proposal are reasonable and that they will prevent abuse and waste of corporate resources whileenabling shareholders to take action on important issues that arise between annual meetings;Given the lack of evidence of abuse of the right to act by written consent and, we remain unconvinced that the Company'sconcerns regarding this issue are so great as to outweigh the ability of shareholders to take action through written consent; andThere are certain inherent aspects of action by written consent that would prevent abuse of the right harming shareholdervalue, such as that a majority of outstanding shares would still need to approve any proposals submitted to shareholders forwritten consent.

PROPOSAL SUMMARYText of Resolution- Resolved, Shareholders request that our board of directors undertake such steps as may benecessary to permit written consent by shareholders entitled to cast the minimum number of votes that would benecessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting.This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power toact by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for writtenconsent consistent with applicable law.


Shareholders' rights to act by written consent and to call specialmeetings are two complementary ways to bring important mattersto the attention of management and shareholders outside of theannual meeting cycle;A shareholder right to act by written consent is one method toequalize the Company's limited provisions for shareholders to calla special meeting; andDelaware law allows 10% of shareholders to call a specialmeeting, while the Company requires that 25% of shareholders doso.

Board's Perspective

The Company's existing governance structure is highlysupportive of shareholder rights and already addresses theproponents' concerns;Action by written consent may cause confusion and disruption,as well as promote short-termism and special interests;Adoption of this proposal is not in the best interests of theCompany or shareholders;The board is committed to engaging with shareholders andlistening to their perspectives, as evinced by the lead directormeeting with approximately 35% of outstanding shares in 2014on topics such as board composition and director successionplanning;Matters subject to a shareholder vote should be communicatedto all shareholders in the context of an annual or special meeting,with adequate time to consider the matters proposed;The Company's governing documents provide protections, suchas notice and disclosure to all shareholders, for the conduct ofbusiness at annual and special meetings, which ensures a fairand equitable process;Annual and special meetings allow opportunity for discussionand interaction among shareholders so that all points of viewmay be considered prior to a vote, for which written consentdoes not provide, thus potentially depriving almost half ofshareholders of these rights;Action by written consent may not provide shareholders withtimely or complete information on important pending actions an dmay deny the board the opportunity to consider the merits of aproposal;Multiple groups may solicit multiple written consentssimultaneously, some of which may be duplicative orcontradictory, causing confusion and disruption to shareholdersand to the board and management; and


and to the board and management; andThe Company maintains strong governance practices to protectthe rights of all shareholders in addition to the right to call aspecial meeting.

GLASS LEWIS ANALYSISGlass Lewis strongly supports the right of shareholders to effect change at their portfolio companies including by acting bywritten consent. In this case, we note that the proposal specifies that shareholders entitled to cast the minimum number ofvotes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote were presentand voting must support the requested action, generally a majority of outstanding shares or higher thus ensuring broadshareholder support. We believe this is a reasonable threshold that will prevent abuse and waste of corporateresources while enabling shareholders to take action on important issues that arise between annual meetings.

We recognize that the Company raises certain concerns about potential harm from abuse of the right to act by writtenconsent. In a January 26, 2012 Proxy Talk we also heard concerns raised by several other corporate representativessimilar to those raised by the Company in its response. However, given the lack of evidence of abuse of the right to act bywritten consent and, in particular, lack of a pattern of using written consent even to attempt to remove directors, weremain unconvinced that these concerns are so great as to outweigh the ability of shareholders to take action throughwritten consent. Further nothing precludes the Company from adopting safeguards to ensure all shareholders arenotified of a written consent solicitation or to prevent abuse of the right.

We believe companies can implement procedural safeguards similar to those used to allow shareholders to call a specialmeeting. In addition, we believe there are certain inherent aspects of action by written consent that would prevent abuseof the right harming shareholder value. Most importantly, a majority of outstanding shares would still need to approve anyproposals submitted to shareholders for written consent. Further, the Company could employ the same means of notifyingits shareholders about the consent solicitation as it does for other shareholder meetings, both annual and special,ensuring maximum participation by shareholders who wish to consent or withhold consent.

Accordingly, we recommend that shareholders vote FOR this proposal.


COMPETITORS / PEER COMPARISON

THE GOLDMANSACHS GROUP, INC.

MORGAN STANLEY CITIGROUP INC. BANK OF AMERICACORPORATION

Company Data (MCD)Ticker GS MS C BACClosing Price $198.32 $37.20 $53.10 $15.74 Shares Outstanding (mm) 450.9 1,971.7 3,066.3 10,520.4 Market Capitalization (mm) $89,422.5 $73,346.4 $162,819.8 $165,591.1 Enterprise Value (mm) $433,990.5 $347,181.4 $673,611.8 $568,808.1 Latest Filing (Fiscal Period End Date) 12/31/14 12/31/14 12/31/14 12/31/14

Financial Strength (LTM) Current Ratio 1.6x 1.2x 0.0x 0.0x Debt-Equity Ratio 4.72x 3.99x 0.00x 0.00x

Profitability & Margin Analysis (LTM) Revenue (mm) $34,528.0 $34,274.0 $70,054.0 $81,972.0 Gross Profit Margin 90.5% 90.0% 0.0% 0.0% Operating Income Margin 39.0% 25.7% 20.5% 29.5% Net Income Margin 24.6% 10.1% 10.4% 5.9% Return on Equity 10.5% 5.2% 3.6% 2.0% Return on Assets 1.0% 0.5% 0.4% 0.2%

Valuation Multiples (LTM) Price/Earnings Ratio 10.5x 18.2x 21.3x 22.9x Total Enterprise Value/Revenue 12.6x 10.1x 9.6x 6.9x Total Enterprise Value/EBIT - - - -

Growth Rate* (LTM) 5 Year Revenue Growth Rate -5.2% 8.0% 11.0% 2.9% 5 Year EPS Growth Rate -5.1% - - -

Stock Performance (MCD) 1 Year Stock Performance 23.6% 19.8% 9.7% -3.8% 3 Year Stock Performance 77.5% 119.1% 59.7% 92.4% 5 Year Stock Performance 26.0% 16.5% 9.3% -14.6%

Source: Capital IQ

MCD (Market Close Date): Calculations are based on the period ending on the market close date, 04/23/15. LTM (Last Twelve Months): Calculations are based on the twelve-month period ending with the Latest Filing. *Growth rates are calculated based on a compound annual growth rate method. A dash ("-") indicates a datapoint is either not available or not meaningful.


VOTE RESULTS FROM LAST ANNUAL MEETING MAY 16, 2014

Source: 8-K dated May 19, 2014

ELECTION OF DIRECTORSNO. PROPOSAL VOTES WITHHELD/AGAINST GLC REC1.1 Elect Lloyd C. Blankfein 2.47% For

1.2 Elect M. Michele Burns 2.44% For

1.3 Elect Gary D. Cohn 1.31% For

1.4 Elect Claes Dahlbäck 2.49% For

1.5 Elect William W. George 2.93% For

1.6 Elect James A. Johnson 12.23% Against

1.7 Elect Lakshmi N. Mittal 3.34% For

1.8 Elect Adebayo O. Ogunlesi 2.47% For

1.9 Elect Peter Oppenheimer 1.36% For

1.10 Elect James J. Schiro 2.94% For

1.11 Elect Debora L. Spar 2.48% For

1.12 Elect Mark E. Tucker 2.10% For

1.13 Elect David A. Viniar 1.14% For

EXECUTIVE COMPENSATION

NO. FOR AGAINST ABSTAIN BROKERNON-VOTES 1 YEAR 2 YEARS 3 YEARS GLC

REC 2.0 Advisory Vote on Executive Compensation

270,000,913 53,729,083 1,134,904 58,929,121 N/A N/A N/A Against

OTHER ITEMS

NO. PROPOSAL FOR AGAINST ABSTAIN BROKERNON-VOTES GLC REC

3.0 Ratification of Auditor 379,910,392 3,071,654 811,975 N/A For 4.0 Shareholder Proposal

Regarding ProxyAccess

10,311,460 312,771,187 1,782,253 58,929,121 Against


APPENDIX

Questions or comments about this report, GL policies, methodologies or data? Contact your client service representative or go towww.glasslewis.com/issuer/ for information and contact directions.

NOTEAn institutional investor affiliate of GS is a client of Glass Lewis.

DISCLOSURES© 2015 Glass, Lewis & Co., Glass Lewis Europe, Ltd., and CGI Glass Lewis Pty Ltd. (collectively, “Glass Lewis”). All Rights Reserved.

This report is intended to provide research, data and analysis of proxy voting issues and, therefore, should not be relied upon as investment advice.Glass Lewis analyzes the issues presented for shareholder vote and makes recommendations as to how Glass Lewis believes institutional shareholdersshould vote their proxies, without commenting on the investment merits of the securities issued by the subject companies. Therefore, none of GlassLewis’ proxy vote recommendations should be construed as a recommendation to invest in, purchase, or sell any securities or other property. Moreover,Glass Lewis’ proxy vote recommendations must be construed solely as statements of opinion, and not as statements of fact, and may be revised basedon additional information or any other reason at any time.

The information contained in this report is based on publicly available information. While Glass Lewis exercises reasonable care to ensure that allinformation included in this report is accurate and is obtained from sources believed to be reliable, no representations or warranties express or implied,are made as to the accuracy or completeness of any information included herein. In addition, Glass Lewis shall not be liable for any losses or damagesarising from or in connection with the information contained herein or the use or inability to use any such information.

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LEAD ANALYSTS Shareholder Proposals: Courteney KeatingeGovernance: Jason ShemtobCompensation: Kevin Liu


http://www.glasslewis.com/

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY EQUILAR GSMorgan Stanley* Citigroup Inc.* Bank of America Corporation* Wells Fargo & Company* JPMorgan Chase & Co.* American Express Company* Greenhill & Co., Inc. U.S. Bancorp Capital One Financial Corporation MetLife, Inc. Prudential Financial, Inc. The Bank of New York Mellon Corporation FBR & Co. American International Group, Inc. Anthem, Inc.

UBS AG Barclays PLC Credit Suisse Group AG Deutsche Bank AG

*ALSO DISCLOSED BY GS


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