Mr.Cohn received total 2016 compensation of $20million,
which was down approximately 5% compared to his total 2015
compensation of $21million. This was comprised of year-end
variable compensation of $18.15million and base salary of
$1.85million.

Consistent with the Registrants longstanding practice of
paying a significant portion of our senior executives
year-end variable compensation in the form of equity-based
awards, 70% of this year-end variable compensation was paid
in the form of restricted stock units (RSUs), resulting in
a grant to Mr.Cohn of 54,903 RSUs based on the closing
price of the Registrants common stock on January19, 2017.
The remainder was paid in cash.

Given that Mr.Cohn served as our President and COO for all
of 2016 and continued to exhibit outstanding leadership
throughout that time, the Committee believed it was
appropriate to compensate Mr.Cohn for a full year of
service to the firm.

The terms the Registrant, Goldman Sachs, the firm, we and
our in this Form 8-K refer to The Goldman Sachs Group, Inc.
and its consolidated subsidiaries.

In order to avoid a potential conflict of interest, the
Ethics Guidance confirmed that U.S. federal ethics laws
require Mr.Cohn to divest his holdings of the Registrants
stock.

In addition to the RSUs granted to Mr.Cohn for his
2016year-end compensation described above, Mr.Cohn held
96,572 RSUs and an additional 99,909shares of our Common
Stock relating to prior years compensation that remained
subject to transfer restrictions (Shares at Risk).

All of these RSUs and Shares at Risk, including those
granted to Mr.Cohn for his 2016year-end compensation, were
fully vested. The RSUs were scheduled to be delivered to
Mr.Cohn at various dates ranging from January 2017 to
January 2020, and the transfer restrictions were scheduled
to be released on dates ranging from January 2017 to
January 2022.

to the standard terms of the Registrants equity plan, all
of Mr.Cohns RSUs and Shares at Risk were subject to a
Conflicted Employment provision that permitted the
automatic delivery of the awards and the release of
applicable transfer restrictions if the recipient accepted
employment in the U.S. government.

Consistent with these terms, it was determined that
Mr.Cohns position as Director of the NEC constituted
Conflicted Employment.

Accordingly, on January23, 2017, Mr.Cohn received delivery
of the shares of our Common Stock underlying all of his
outstanding RSUs (less shares withheld for applicable
taxes) and the transfer restrictions were released on all
Shares at Risk. This permitted Mr.Cohn to divest himself
from these interests, as well as his other freely
transferable shares of our Common Stock that he owned
outright.

At the time of his departure, Mr.Cohn held:

Historical performance-based cash awards under the
Registrants Long-Term Performance Incentive Plan granted
each year from January 2011 through January 2016 (LTIP
Awards); and

Historical performance-based restricted stock units awarded
as part of 2014 and 2015year-end compensation (PSUs).

The Ethics Guidance confirmed that U.S. federal ethics laws
did not permit Mr.Cohn to continue to hold the LTIP Awards
or PSUs once he commenced employment as Director of the
NEC.

Mr.Cohn was fully vested in these awards and, in the event
that he had simply retired from the firm, the awards would
have remained outstanding and would have been paid in due
course following the completion of the applicable
performance period.

In order to avoid any actual or perceived conflict of
interest, and given his longstanding leadership position at
the firm, his history of outstanding contributions to the
firms business and culture and his commitment to
maintaining strong client relationships, the Special
Committee amended the LTIP Awards and PSUs to shorten the
performance period to end on December31, 2016 and to settle
the awards on January23, 2017. A total number of 76,394
PSUs were earned and settled based on the closing price of
the Registrants common stock on January20, 2017.

In that connection, Mr.Cohn received a cash payment of
approximately $47million in respect of his LTIP Awards and
approximately $18million in respect of his PSUs.

The Ethics Guidance also confirmed that U.S. federal ethics
laws require Mr.Cohn to divest from his participation in
the firms legacy non-qualified deferred compensation plan,
which could otherwise be perceived to present a conflict of
interest in his new role.

Similarly, the Ethics Guidance confirmed that U.S. federal
ethics laws require Mr.Cohn to divest his investments in
certain private equity and hedge funds managed by the firm.
Certain of these interests were redeemed in accordance with
the funds standard redemption provisions. Certain other
interests will be purchased by the Registrant, with the
purchase price determined based on their net asset values
as of December31, 2016, but reflecting a discount due to
the relative illiquidity of certain of these investments,
among other factors.

Further details regarding these divestments will be
provided in the Proxy Statement for the Registrants 2017
Annual Meeting of Shareholders.