Definitive Proxy Statement

Each holder of Fixed-to-Floating Rate Normal APEX or Floating Rate Normal APEX should refer to the appropriate consent solicitation statement.

The Goldman Sachs Group, Inc. (“Group Inc.”), the sponsor of Goldman Sachs Capital II (the “Trust”), is soliciting consents to amend certain provisions of (i) the Amended and Restated Declaration of Trust, dated as of May 15, 2007 (“Declaration of Trust”), of the Trust under which your Normal APEX were issued, (ii) the Subordinated Debt Indenture, dated as of February 20, 2004, as supplemented by the First Supplemental Indenture, dated as of February 20, 2004, and the Second Supplemental Indenture, dated as of May 15, 2007 (as so supplemented, the “Indenture”), each by and between Group Inc. and The Bank of New York Mellon, as Trustee (“Trustee”), and (iii) the Collateral Agreement, dated as of May 15, 2007 (the “Collateral Agreement”), by and among Group Inc., U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through The Bank of New York Mellon, as Property Trustee. The proposal is subject to approval of the holders of record (the “Holders”) as of January 19, 2012 (the “Record Date”) of a majority in aggregate liquidation amount Outstanding of our 5.793% Fixed-to-Floating Rate Normal APEX, liquidation amount $1,000 per security (the “Normal APEX”).

The purpose of the proposal is to amend the Declaration of Trust, the Indenture and the Collateral Agreement to better ensure the success of the initial remarketing of the Underlying Notes. More specifically, the purpose is to (i) increase the length of the Remarketing Periods such that the first Remarketing Period will commence 14 days following the effectiveness of the Proposed Amendments (as defined below) (or such later date as shall be determined by Group Inc. in its absolute discretion) and will end on the third Business Day preceding June 1, 2012, and each subsequent Remarketing Period will be the 75-day period (or such shorter period as shall be determined by Group Inc. in its absolute discretion) ending on the third Business Day preceding each of September 1, 2012, December 1, 2012, March 1, 2013 and June 1, 2013, (ii) provide for 14 rather than 21 days prior notice to Holders of the Normal APEX of the commencement of each Remarketing Period and to shorten from 10 to seven Business Days the period during which Holders of Normal APEX may elect to exchange their Normal APEX for Stripped APEX and Capital APEX in the event of a successful Remarketing and Holders of Capital APEX may elect to dispose of their Capital APEX in the event of a successful Remarketing, (iii) allow Group Inc. to divide the Underlying Notes into multiple tranches having different maturities, interest rates and certain other terms in order to facilitate a Remarketing, with such modifications to the terms thereof to be effective upon the completion of a Successful Remarketing, (iv) eliminate the requirement that Group Inc. issue a press release through Bloomberg Business News or other reasonable means of distribution in the event Group Inc. has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day, and (v) amend the Indenture to eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate notes, the cap on the spread) that the remarketing agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings (collectively, the “Proposed Amendments”).

All capitalized terms used and not defined herein shall have the meaning ascribed to them in the attached Consent Solicitation Statement.

In order to approve the Proposed Amendments, Group Inc. must receive validly executed consents from holders as of the Record Date or their duly designated proxies (“Duly Designated Proxies”) representing a majority in aggregate liquidation amount Outstanding of Normal APEX (“Requisite Consents”) on or prior to the Expiration Time and such consents must not be revoked. If Group Inc. obtains the Requisite Consents for the Proposed Amendments, it will, as promptly as practicable after the Expiration Time, pay to each Holder or its Duly Designated Proxy from whom properly executed and unrevoked Letters of Consent are received by Global Bondholder Services Corporation on or prior to the Expiration Time and not revoked, a fee equal to $10.00 in cash for each $1,000 in liquidation amount of Normal APEX (the “Consent Fee”).

to receive this fee. The Soliciting Dealer Fee will be paid only to designated retail brokers that submit Letters of Consent on behalf of beneficial owners of Normal APEX in an aggregate liquidation amount of $250,000 or less. In order to be eligible to receive the Soliciting Dealer Fee, a properly completed soliciting dealer form, which is included in the accompanying Letter of Consent, must be received by the Information and Tabulation Agent prior to the Expiration Time. Group Inc. shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

This solicitation is being made on the terms and subject to the conditions set forth in the accompanying Consent Solicitation Statement and Letter of Consent, which describe the terms of the Proposed Amendments. Please complete the Letter of Consent and return it by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile transmission at the address or facsimile number of Global Bondholder Services Corporation, our Information and Tabulation Agent, set forth on the back cover page of the accompanying Consent Solicitation Statement. Consents must be submitted to Global Bondholder Services Corporation by 5:00 p.m., New York City time, on February 6, 2012.

Your response to this solicitation is important. Failure to return the Letter of Consent will have the same effect as a vote against approval of the Proposed Amendments.

Subject to the terms and conditions set forth in this Consent Solicitation Statement, The Goldman Sachs Group, Inc. (“Group Inc.”), sponsor of Goldman Sachs Capital II, a statutory trust organized under Delaware law (the “Trust”), is hereby soliciting consents (such solicitation being referred to herein as the “Consent Solicitation”) of Holders (as defined below) as of the Record Date (as defined below) of the Trust’s 5.793% Fixed-to-Floating Rate Normal APEX, liquidation amount $1,000 per security (CUSIP No. 381427AA1) (the “Normal APEX”), to a proposal to amend certain provisions of (i) the Amended and Restated Declaration of Trust governing the Normal APEX, dated as of May 15, 2007 (the “Declaration of Trust”), by and among Group Inc., The Bank of New York Mellon, as Property Trustee (the “Property Trustee”), BNY Mellon Trust of Delaware, as Delaware Trustee (“Delaware Trustee”), the Administrative Trustees named therein (the Property Trustee, the Delaware Trustee and the Administrative Trustees collectively, the “Trustees”) and the holders of the trust securities, (ii) the Subordinated Debt Indenture, dated as of February 20, 2004, as supplemented by the First Supplemental Indenture, dated as of February 20, 2004, and the Second Supplemental Indenture, dated as of May 15, 2007 (as so supplemented, the “Indenture”), each by and between Group Inc. and The Bank of New York Mellon, as Trustee, and (iii) the Collateral Agreement, dated as of May 15, 2007 (the “Collateral Agreement”), by and among Group Inc., U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through the Property Trustee.

Important Notice Regarding the Availability of Consent Solicitation Materials

If you want to receive a paper or e-mail copy of this Consent Solicitation Statement, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before January 30, 2012, to facilitate timely delivery.

Requests for copies of this Consent Solicitation Statement should be directed to the Information and Tabulation Agent at the address, e-mail or telephone numbers set forth on the back cover of this Consent Solicitation Statement.

The purpose of the Proposed Amendments is to amend the Declaration of Trust, the Indenture and the Collateral Agreement to better ensure the success of the initial remarketing of the Underlying Notes. More specifically, the purpose is to (i) increase the length of the Remarketing Periods such that the first Remarketing Period will commence 14 days following the effectiveness of the Proposed Amendments (as defined below) (or such later date as shall be determined by Group Inc. in its absolute discretion) and will end on the third Business Day preceding June 1, 2012, and each subsequent Remarketing Period will be the 75-day period (or such shorter period as shall be determined by Group Inc. in its absolute discretion) ending on the third Business Day preceding each of September 1, 2012, December 1, 2012, March 1, 2013 and June 1, 2013, (ii) provide for 14 rather than 21 days prior notice to Holders of the Normal APEX of the commencement of each Remarketing Period and to shorten from 10 to seven Business Days the period during which Holders of Normal APEX may elect to exchange their Normal APEX for Stripped APEX and Capital APEX in the event of a successful Remarketing and Holders of Capital APEX may elect to dispose of their Capital APEX in the event of a successful Remarketing, (iii) allow Group Inc. to divide the Underlying Notes into multiple tranches having different maturities, interest rates and certain other terms in order to facilitate a Remarketing, with such modifications to the terms thereof to be effective upon the completion of a Successful Remarketing, (iv) eliminate the requirement that Group Inc. issue a press release through Bloomberg Business News or other reasonable means of distribution in the event Group Inc. has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day and (v) amend the Indenture to eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate notes, the cap on the spread) that the remarketing agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings (collectively, the “Proposed Amendments”).

Capitalized terms used in this Consent Solicitation Statement that are not otherwise defined herein have the meaning set forth in the Declaration of Trust, the Indenture or the Collateral Agreement, as the case may be.

For a more detailed description of the Consent Solicitation and the Proposed Amendments, see “Purpose and Effects of the Consent Solicitation” and “The Proposed Amendments” below.

If validly executed consents from Holders or their duly designated proxies (“Duly Designated Proxies”) representing a majority in aggregate liquidation amount Outstanding (as defined below) of Normal APEX (the “Requisite Consents”) are received on or prior to the Expiration Time and not properly revoked, Group Inc. will, as promptly as practicable after the Expiration Time, pay to each Holder or its Duly Designated Proxy from whom properly executed and unrevoked Letters of Consent are received by Global Bondholder Services Corporation (the “Information and Tabulation Agent”) on or prior to the Expiration Time (each, a “Consenting Holder”) a fee equal to $10.00 in cash for each $1,000 in liquidation amount of Normal APEX (the “Consent Fee”).

A soliciting dealer fee of $5.00 for each $1,000 in liquidation amount (the “Soliciting Dealer Fee”) of Normal APEX with respect to which properly executed Letters of Consent are received on or prior to the Expiration Time and not revoked, will be paid to retail brokers that are appropriately designated by their clients to receive this fee. The Soliciting Dealer Fee will be paid only to designated retail brokers that submit Letters of Consent on behalf of beneficial owners of Normal APEX in an aggregate liquidation amount of $250,000 or less. In order to be eligible to receive the Soliciting Dealer Fee, a properly completed soliciting dealer form, which is included in the accompanying Letter of Consent, must be received by the Information and Tabulation Agent prior to the Expiration Time. Group Inc. shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

Any written notice of revocation must be received prior to receipt of the Requisite Consents and the effectiveness of the Proposed Amendments (which may occur prior to the Expiration Time).

Payment of the Consent Fee is subject to satisfaction or waiver of certain conditions described below. See “The Consent Solicitation—Conditions to the Consent Solicitation; Termination” below.

In this Consent Solicitation Statement, the term “Record Date” means 5:00 p.m., New York City time, on January 19, 2012, and the term “Holder” means each person shown on the records of the registrar for the Normal APEX as a registered holder as of the Record Date.

The Proposed Amendments will become effective with respect to the Normal APEX upon receipt by Group Inc. of the Requisite Consents in respect of the Proposed Amendments which have not been revoked and the execution and delivery of an amendment to each of the Declaration of Trust, the Indenture and the Collateral Agreement implementing the Proposed Amendments by the applicable parties thereto (which may occur prior to the Expiration Time if Requisite Consents in respect of the Proposed Amendments are received before then). After effectiveness of the Proposed Amendments all current Holders of Normal APEX, including non-consenting Holders, and all subsequent Holders will be bound by the Proposed Amendments.

Goldman, Sachs & Co. and other Group Inc. subsidiaries own $1,000,000 and $5,716,000, respectively, in aggregate liquidation amount of the Normal APEX as of January 17, 2012. Pursuant to the Declaration of Trust, such Normal APEX are not deemed Outstanding for purposes of determining whether a majority in aggregate liquidation amount of Outstanding Normal APEX have consented to the Proposed Amendments. Accordingly, as of January 17, 2012, $1,743,284,000 in aggregate liquidation amount of Normal APEX are deemed “Outstanding” for the purpose of determining the Requisite Consents.

Only Holders and Duly Designated Proxies whose properly executed Letters of Consent are received by the Information and Tabulation Agent on or prior to the Expiration Time and who do not properly revoke their consent will be entitled to receive the Consent Fee, in the event the Proposed Amendments become effective. No other Holders and Duly Designated Proxies will be entitled to receive the Consent Fee. Subject to the terms and conditions of this Consent Solicitation Statement and the accompanying Letter of Consent, Group Inc. will pay the Consent Fee to the Consenting Holders as promptly as practicable after the Expiration Time.

We request that Holders and Duly Designated Proxies read and carefully consider the information contained in this Consent Solicitation Statement and the accompanying Letter of Consent and give their consent to the Proposed Amendments by properly completing and executing the Letter of Consent in accordance with the instructions set forth herein and therein.

Group Inc. expressly reserves the right, in its sole discretion and regardless of whether any of the conditions described under “The Consent Solicitation—Conditions to the Consent Solicitation; Termination” have been satisfied, subject to applicable law, at any time prior to the effectiveness of the Proposed Amendments to (i) terminate the Consent Solicitation for any reason, (ii) waive any of the conditions to the Consent Solicitation, (iii) extend the Expiration Time, (iv) amend the terms of the Consent Solicitation or (v) modify the form or amount of the consideration to be paid pursuant to the Consent Solicitation. See “The Consent Solicitation—Expiration Time; Extensions; Amendment.” No Consent Fee will be paid if the Requisite Consents are not received or if the Consent Solicitation is terminated prior to the Proposed Amendments becoming effective for any reason.

The transfer of Normal APEX after the Record Date will not have the effect of revoking any consent theretofore validly given by a Holder and Duly Designated Proxy, and each properly completed and executed Letter of Consent will be counted notwithstanding any transfer of the Normal APEX to which such Letter of Consent relates, unless the procedure for revoking consents described herein and in the accompanying Letter of Consent has been completed.

Recipients of this Consent Solicitation Statement and the accompanying materials should not construe the contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Consent Solicitation.

Only Holders and Duly Designated Proxies are eligible to consent to the Proposed Amendments. Any beneficial owner of Normal APEX who is not a Holder of such Normal APEX must arrange with the person who is the Holder or such Holder’s assignee or nominee (i) to execute and deliver a Letter of Consent on behalf of such beneficial owner or (ii) to deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf. For purposes of the Consent Solicitation, The Depository Trust Company (“DTC”) has authorized DTC participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were the Holders of the Normal APEX held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

Holders and Duly Designated Proxies who wish to consent must deliver their properly completed and executed Letter of Consent to the Information and Tabulation Agent at the address set forth on the back cover page of this Consent Solicitation Statement and in the Letter of Consent in accordance with the instructions set forth herein and therein. Consents should not be delivered to the Trust, Group Inc., the Trustees or the Solicitation Agent. However, Group Inc. reserves the right (but is not obligated) to accept any Letters of Consent received by any other reasonable means or in any form that reasonably evidences the giving of consent to the Proposed Amendments.

No person has been authorized to give any information or make any representations other than those contained or incorporated by reference herein or in the accompanying Letter of Consent and other materials, and, if given or made, such information or representations must not be relied upon as having been authorized by the Trust, Group Inc., the Trustees, the Solicitation Agent or any other person. The statements made in this Consent Solicitation Statement are made as of the date hereof, and the delivery of this Consent Solicitation Statement and the accompanying materials shall not, under any circumstances, create any implication that the information contained herein is correct after the date hereof.

Please handle this matter through your bank or broker. Questions concerning the terms of the Consent Solicitation should be directed to the Solicitation Agent at the address or telephone numbers set forth on the back cover hereof. Requests for assistance in completing and delivering Letters of Consent or requests for additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent or other related documents should be directed to the Information and Tabulation Agent at the address or telephone numbers set forth on the back cover hereof.

The Goldman Sachs Group, Inc. is a leading global financial services firm providing investment banking, securities and investment management services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world. Group Inc.’s headquarters are located at 200 West Street, New York, New York 10282, telephone (212) 902-1000. The Goldman Sachs Group, Inc. is a bank holding company and a financial holding company regulated by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Our U.S. depository institution subsidiary, Goldman Sachs Bank USA, is a New York State-chartered bank.

relevant Underlying Notes or payments pursuant to the Stock Purchase Contracts, it is obligated to distribute those amounts to the holders of Normal APEX, in the form of semi-annual distributions. Group Inc. provided holders of Normal APEX a guarantee in support of the Trust’s obligation to make distributions on their Normal APEX, but only to the extent the Trust has funds available for distribution.

The purpose of the Proposed Amendments is to amend the Declaration of Trust, the Indenture and the Collateral Agreement to better ensure the success of the initial remarketing of the Underlying Notes. More specifically, the purpose is to (i) increase the length of the Remarketing Periods such that the first Remarketing Period will commence 14 days following the effectiveness of the Proposed Amendments (or such later date as shall be determined by Group Inc. in its absolute discretion) and will end on the third Business Day preceding June 1, 2012, and each subsequent Remarketing Period will be the 75-day period (or such shorter period as shall be determined by Group Inc. in its absolute discretion) ending on the third Business Day preceding each of September 1, 2012, December 1, 2012, March 1, 2013 and June 1, 2013, (ii) provide for 14 rather than 21 days prior notice to Holders of the Normal APEX of the commencement of each Remarketing Period and to shorten from 10 to seven Business Days the period during which Holders of Normal APEX may elect to exchange their Normal APEX for Stripped APEX and Capital APEX in the event of a successful Remarketing and Holders of Capital APEX may elect to dispose of their Capital APEX in the event of a successful Remarketing, (iii) allow Group Inc. to divide the Underlying Notes into multiple tranches having different maturities, interest rates and certain other terms in order to facilitate a Remarketing, with such modifications to the terms thereof to be effective upon the completion of a Successful Remarketing, (iv) eliminate the requirement that Group Inc. issue a press release through Bloomberg Business News or other reasonable means of distribution in the event Group Inc. has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day and (v) amend the Indenture to eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate notes, the cap on the spread) that the remarketing agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings.

The Proposed Amendments are intended to provide for greater flexibility in remarketing the Underlying Notes. First, each Remarketing Period would be lengthened as set forth below. Currently, each Remarketing Period lasts for five Business Days. Under the Proposed Amendments, the first Remarketing Period would last for as long as 99 days and any subsequent Remarketing Period would last for as long as 75 days. Notice of Remarketings would be provided at least 14 rather than at least 21 days prior to the commencement of the Remarketing Period and the notice you are given would provide less detailed information about changes to the maturity and other terms of the Underlying Notes that would be made upon a Successful Remarketing. Since holders may not exchange their Normal APEX for Stripped APEX and Capital APEX on any day during the 15 calendar day period leading up to and including March 1, June 1, September 1 or December 1 or during the period from 3:00 p.m., New York City time, on the second Business Day before the first day of any Remarketing Period, to but not including the Business Day after the last day of that Remarketing Period, lengthening the Remarketing Period will shorten the periods during which holders may make such exchanges and the current period would terminate shortly after the expiration of this Consent Solicitation. Group Inc. would have the right to divide the Underlying Notes into multiple tranches with different maturity dates, interest rates and certain other terms in connection with the Remarketing if the amendments are approved. Currently, Group Inc. may change the maturity and certain other terms of the Underlying Notes in connection with the Remarketing but may not subdivide them into multiple tranches. In addition, given the longer Remarketing Period, the Proposed Amendments would remove the requirement that Group Inc. issue a press release in the event it has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day. Finally, the Proposed Amendments would eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate Underlying Notes, the cap on the spread used to calculate the interest rate) that the Remarketing Agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings.

The greater flexibility provided by the Proposed Amendments is intended to mitigate the effects of any illiquidity or volatility in the securities markets at the time of a Remarketing by increasing the time period in which a Remarketing may occur and providing increased flexibility with respect to the terms of the Remarketed Notes. Although the elimination of the Fixed Rate Reset Cap and the Floating Rate Reset Cap may increase the interest rate of the Remarketed Notes, Group Inc.’s increased flexibility with respect to the timing of the Remarketing and the division of the Underlying Notes into tranches with different maturities, interest rates and certain other terms may reduce the interest rate of the Remarketed Notes. Shortening the notice period for the Remarketings and providing more general information in the notice of each Remarketing will affect the time and the information you have available in connection with a decision to make a Contingent Exchange Election. In giving your consent to these Proposed Amendments, you assume the risk that the Remarketed Notes that you would receive if you make a Contingent Exchange Election may have more or less favorable terms than would have been the case if the amendments were not adopted.

Whether or not the Requisite Consents are obtained, Group Inc. intends to arrange for one or more statutory trusts sponsored by Group Inc. to purchase all or substantially all of the Underlying Notes offered in the Remarketing. Each such trust will issue its trust securities to new investors to fund the purchase of the Underlying Notes in the Remarketing, and Group Inc. will guarantee the trust securities issued by each statutory trust on a senior basis. It is possible that Group Inc. may take other actions to facilitate the sale of the Underlying Notes in the Remarketing, including causing an affiliate to purchase the Underlying Notes in the Remarketing or selling the Underlying Notes to new investors in a public offering.

The amendments to each of the Declaration of Trust, the Indenture and the Collateral Agreement required to implement the Proposed Amendments are attached to this Consent Solicitation Statement as Appendix A. The description of the Proposed Amendments in this Consent Solicitation Statement is qualified in its entirety by reference to the full text of such amendments.

The Proposed Amendments will become effective with respect to the Normal APEX upon receipt by Group Inc. of the Requisite Consents in respect of the Proposed Amendments which have not been revoked and the execution and delivery of an amendment to each of the Declaration of Trust, the Indenture and the Collateral Agreement implementing the Proposed Amendments by the applicable parties thereto (which may occur prior to the Expiration Time if Requisite Consents in respect of the Proposed Amendments are received before then). After effectiveness of the Proposed Amendments all Holders of Normal APEX, including non-consenting Holders, and all subsequent Holders will be bound by the Proposed Amendments.

Failure to deliver a Letter of Consent will have the same effect as if a Holder had chosen not to give its consent with respect to the Proposed Amendments. Group Inc. will provide notice to Holders of receipt of the Requisite Consents (if the Requisite Consents have been received) on or after the date on which the Proposed Amendments become effective.

The delivery of a Letter of Consent will not affect a Holder’s (or Duly Designated Proxy’s) right to sell or transfer the Normal APEX. If a Holder (or Duly Designated Proxy) delivers a consent and subsequently transfers its Normal APEX prior to the Expiration Time, any payment pursuant to the Consent Solicitation with respect to such Normal APEX will be made to such Holder (or Duly Designated Proxy), unless the consent with respect to such Normal APEX has been validly revoked by such Holder (or Duly Designated Proxy) at any time prior to the effectiveness of the Proposed Amendments (which may occur prior to the Expiration Time).

Beneficial owners of the Normal APEX who wish to provide a consent and whose Normal APEX are held, as of the Record Date, in the name of a broker, dealer, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the Holder of such Normal APEX, to execute promptly and deliver a Letter of Consent on behalf of the beneficial owner on or prior to the Expiration Time.

As of January 17, 2012, there are outstanding 1,750,000 Normal APEX, held of record by one registered holder, the nominee for DTC. Each Normal APEX entitles the holder of record to one vote in respect of the Proposed Amendments. Only Holders and Duly Designated Proxies are eligible to consent to the Proposed Amendments.

If the Requisite Consents are received and not properly revoked on or prior to the Expiration Time and the conditions of the Consent Solicitation are satisfied or waived, Group Inc. will, as promptly as practicable after the Expiration Time, pay the Consent Fee to each Consenting Holder (directly or through an agent). The Consent Fee to be paid to the Consenting Holders is $10.00 in cash per $1,000 in liquidation amount of Normal APEX with respect to which valid consents are received on or prior to the Expiration Time and not properly revoked.

A Soliciting Dealer Fee of $5.00 for each $1,000 in liquidation amount of Normal APEX with respect to which properly executed Letter of Consent are received on or prior to the Expiration Time and not revoked will be paid to retail brokers that are appropriately designated by their clients to receive this fee. The Soliciting Dealer Fee will be paid only to designated retail brokers that submit Letters of Consent on behalf of beneficial owners of Normal APEX in an aggregate liquidation amount of $250,000 or less. In order to be eligible to receive the Soliciting Dealer Fee, a properly completed soliciting dealer form, which is included in the accompanying Letter of Consent, must be received by the Information and Tabulation Agent prior to the Expiration Time. Group Inc. shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

If the Requisite Consents are received and not properly revoked on or prior to the Expiration Time, the Proposed Amendments will become effective with respect to the Normal APEX upon receipt by the Trust of such Requisite Consents which have not been revoked and the execution and delivery of the Proposed Amendments to each of the Declaration of Trust, the Indenture and the Collateral Agreement implementing the Proposed Amendments, by the applicable parties thereto.

The Record Date for the determination of Holders entitled to give consents pursuant to the Consent Solicitation is 5:00 p.m., New York City time, on January 19, 2012. This Consent Solicitation Statement is being sent to all Holders. Group Inc. reserves the right to establish from time to time any new date as the Record Date and, thereupon, any such new date will be deemed to be the “Record Date” for purposes of the Consent Solicitation.

determined) would make unlawful or invalid or enjoin the implementation of the Proposed Amendments or the payment of the Consent Fee or that would question the legality or validity thereof.

If any of the preceding conditions are not satisfied on or prior to the Expiration Time, Group Inc. may, in its sole discretion and without giving any notice, allow the Consent Solicitation to lapse, or extend the solicitation period and continue soliciting consents to the Consent Solicitation. Subject to applicable law, the Consent Solicitation may be abandoned or terminated at any time if the Proposed Amendments have not become effective for any reason, in which case any consents received will be voided and no Consent Fee will be paid.

The term “Expiration Time” means 5:00 p.m., New York City time, on February 6, 2012, unless Group Inc., in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Expiration Time” means the latest time and date to which the Consent Solicitation is extended. In order to extend the Expiration Time, Group Inc. will notify the Information and Tabulation Agent in writing or orally of any extension and will make a public announcement thereof, in each case prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. Group Inc. may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines in its sole discretion. Failure by any Holder or beneficial owner of Normal APEX to be so notified will not affect the extension of the Consent Solicitation.

If the Consent Solicitation is amended or modified in a manner determined by Group Inc. to constitute a material change to the Holders, Group Inc. will promptly disclose such amendment or modification in a manner deemed appropriate and may, if appropriate, extend the Consent Solicitation for a period deemed by it to be adequate to permit the Holders to deliver and/or revoke their consents.

Notwithstanding anything to the contrary set forth in this Consent Solicitation Statement, Group Inc. expressly reserves the right, in its sole discretion and regardless of whether any of the conditions described above under “—Conditions to the Consent Solicitation; Termination” have been satisfied, subject to applicable law, to (i) terminate the Consent Solicitation for any other reason, (ii) waive any of the conditions to the Consent Solicitation, (iii) extend the Expiration Time with respect to the Consent Solicitation, (iv) amend the terms of the Consent Solicitation, or (v) modify the form or amount of the Consent Fee or the Soliciting Dealer Fee to be paid pursuant to the Consent Solicitation.

All Letters of Consent that are properly executed and received by the Information and Tabulation Agent on or prior to the Expiration Time and not timely revoked will be given effect in accordance with the terms thereof.

Holders (and Duly Designated Proxies) who desire to act with respect to the Proposed Amendments, should so indicate by signing and dating the accompanying Letter of Consent and delivering it to the Information and Tabulation Agent by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile transmission at the appropriate address or facsimile number set forth in the Letter of Consent, in accordance with the instructions contained herein and therein. Signatures must be guaranteed in accordance with paragraph 6 of the instructions in the Letter of Consent.

must be executed covering each form of registration. If a Letter of Consent is executed by a person other than the Holder, then such person must be a Duly Designated Proxy in order to execute the Letter of Consent on behalf of the Holder. Any beneficial owner of the Normal APEX who is not a Holder of record of such Normal APEX must arrange with the person who is the Holder of record or such Holder’s assignee or nominee (i) to execute and deliver a Letter of Consent on behalf of such beneficial owner or (ii) to deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf. For purposes of the Consent Solicitation, DTC has authorized Participants set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were Holders of the Normal APEX held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

If a consent relates to fewer than all the Normal APEX held of record as of the Record Date by the person providing such consent, such person must indicate on the Letter of Consent the aggregate liquidation amount (in integral multiples of $1,000) of such Normal APEX to which the consent relates. Otherwise, the consent will be deemed to relate to all such Normal APEX.

A Holder (or Duly Designated Proxy) must complete, sign and date the Letter of Consent (or photocopy thereof) for such Holder’s Normal APEX and deliver such Letter of Consent to the Information and Tabulation Agent by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile transmission at the address or facsimile number of the Information and Tabulation Agent set forth on the back cover page hereof. Delivery of Letters of Consent should be made sufficiently in advance of the Expiration Time to assure that the Letter of Consent is received prior to the Expiration Time.

Group Inc. reserves the right to receive Letters of Consent by any other reasonable means or in any form that reasonably evidences the giving of consent.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of consents and revocations of consents will be resolved by Group Inc., whose determinations will be binding. Group Inc. reserves the absolute right to reject any or all consents and revocations that are not in proper form or the acceptance of which could, in the opinion of Group Inc.’s counsel, be unlawful. Group Inc. also reserves the right to waive any defects, irregularities or conditions of consent as to the Normal APEX. A waiver of any defect or irregularity with respect to the consent in respect of one Normal APEX shall not constitute a waiver of the same or any other defect or irregularity with respect to the consent in respect of any other Normal APEX except to the extent Group Inc. may otherwise so provide. Group Inc.’s interpretations of the terms and conditions of the Consent Solicitation, including the instructions in the Letter of Consent, will be final and binding. No consent as to any Normal APEX will be deemed to have been validly made until all defects or irregularities with respect to such consent have been cured or waived by Group Inc. All consenting Holders, by execution of the accompanying Letter of Consent or a facsimile thereof, waive any right to receive notice of the acceptance of their consent. None of the Trust, Group Inc., the Solicitation Agent, the Information and Tabulation Agent or any other person will be under any duty to give notice of any defects or irregularities in consents or will incur any liability for failure to give any such notice.

All properly completed and executed Letters of Consent received prior to the Expiration Time will be counted, notwithstanding any transfer of any Normal APEX to which such Letter of Consent relates, unless the Information and Tabulation Agent receives from a Holder (or Duly Designated Proxy) a written notice of revocation at any time prior to the effectiveness of the Proposed Amendments (which may occur prior to the Expiration Time). Any notice of revocation received after the Proposed Amendments become effective will not be effective, even if received prior to the Expiration Time. A consent to the Proposed Amendments by a Holder (or Duly Designated Proxy) will bind the Holder (or Duly Designated Proxy) and every subsequent holder of such Normal APEX or portion of such Normal APEX, even if notation of the consent is not made on such Normal APEX.

To be effective, a notice of revocation must be in writing, must contain the name of the Holder (or Duly Designated Proxy) and the aggregate liquidation amount of the Normal APEX to which it relates and must be (i) signed in the same manner as the original Letter of Consent or (ii) accompanied by a duly executed proxy or other authorization (in form satisfactory to Group Inc.). All revocations of consents must be sent to the Information and Tabulation Agent at its address set forth in the Letter of Consent.

To be effective, the revocation must be executed by the Holder in the same manner as the name of such Holder appears on the books of the register maintained by the Securities Registrar or as set forth in DTC’s position listing without alteration, enlargement or any change whatsoever. If a revocation is signed by a trustee, executor, administrator, guardian, duly designated proxy of the Holder, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must indicate such fact when signing and must, unless waived by Group Inc., submit with the revocation appropriate evidence of authority to execute the revocation. A revocation of the consent will be effective only as to the Normal APEX listed on the revocation and only if such revocation complies with the provisions of this Consent Solicitation Statement and the accompanying Letter of Consent. Only a Holder (or a Duly Designated Proxy) is entitled to revoke a consent previously given. A beneficial owner of the Normal APEX must arrange with the Holder to execute and deliver on its behalf a revocation of any consent already given with respect to such Normal APEX. A transfer of Normal APEX after the Record Date must be accompanied by a duly executed proxy from the relevant Holder if the subsequent transferee is to have revocation rights with respect to the relevant consent to the Proposed Amendments. A purported notice of revocation that is not received by the Information and Tabulation Agent in a timely fashion and accepted by Group Inc. as a valid revocation will not be effective to revoke a consent previously given.

A revocation of a consent may not be rescinded. A Holder (or Duly Designated Proxy) who has delivered a revocation may thereafter deliver a new Letter of Consent by following one of the described procedures at any time prior to the Expiration Time.

Prior to the earlier of (i) the effectiveness of the Proposed Amendments (which may occur prior to the Expiration Time) or (ii) the Expiration Time, Group Inc. intends to consult with the Information and Tabulation Agent to determine whether the Information and Tabulation Agent has received any revocations of consents. Group Inc. reserves the right to contest the validity of any revocations.

Holders of Normal APEX do not have dissenters’ rights with respect to the Proposed Amendments.

Group Inc. has retained Goldman, Sachs & Co. as sole solicitation agent (the “Solicitation Agent”) with respect to the Consent Solicitation. The Solicitation Agent will solicit consents and may solicit such consents personally, telephonically, electronically or by other customary means of solicitation. The Solicitation Agent will receive a customary fee for such services and reimbursement for reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel, incurred in connection with such services. Group Inc. has agreed to indemnify the Solicitation Agent against certain liabilities and expenses, including liabilities under securities laws, in connection with the Consent Solicitation.

shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

Directors and officers of Group Inc. and the Administrative Trustees of the Trust may also solicit consents.

Questions with respect to the terms of the Consent Solicitation should be directed to the Solicitation Agent in accordance with its contact information set forth on the back cover of this Consent Solicitation Statement.

Group Inc. has retained Global Bondholder Services Corporation to act as Information and Tabulation Agent with respect to the Consent Solicitation. For the services of the Information and Tabulation Agent, Group Inc. has agreed to pay reasonable and customary fees and to reimburse the Information and Tabulation Agent for its reasonable out-of-pocket expenses in connection with such services.

Requests for assistance in completing and delivering the accompanying Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent and other related documents should be directed to the Information and Tabulation Agent at its address and telephone numbers set forth on the back cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation. The executed Letter of Consent and any other documents required by the Letter of Consent should be sent to the Information and Tabulation Agent at the address set forth in the Letter of Consent, and not to Group Inc., the Trustees or the Solicitation Agent.

Group Inc. will pay the costs of the Consent Solicitation. Group Inc. will reimburse the Property Trustee and the Delaware Trustee for the reasonable and customary expenses that they incur in connection with the Consent Solicitation. Group Inc. will also reimburse banks, trust companies, securities dealers, nominees, custodians and fiduciaries for their reasonable and customary expenses in forwarding this Consent Solicitation Statement, the accompanying Letter of Consent and other materials to beneficial owners of the Normal APEX. The total amount estimated to be spent for, in furtherance of, or in connection with the Consent Solicitation is approximately $4,680,000.

The following summary describes certain U.S. federal income tax considerations relating to the Consent Solicitation. This summary applies only to Normal APEX held as “capital assets” (generally, property held for investment) for U.S. federal income tax purposes. It does not discuss any state, local or foreign tax consequences, nor does it deal with beneficial owners of Normal APEX that may be subject to special treatment for U.S. federal income tax purposes. For example, this summary does not address tax consequences to beneficial owners of Normal APEX who are dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities or insurance companies, persons holding Normal APEX as part of a hedging, integrated, constructive sale or conversion transaction or a straddle, persons liable for the alternative minimum tax or U.S. holders (as defined below) whose “functional currency” is not the U.S. dollar.

If an entity classified as a partnership for U.S. federal income tax purposes holds Normal APEX, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the entity. A partner in such an entity should consult its own tax advisor regarding the tax consequences relating to the Consent Solicitation.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, rulings and judicial decisions, all as currently in effect. These authorities may be changed, perhaps retroactively, or subject to differing interpretations, so as to result in U.S. federal income tax consequences different from those discussed below. There is no authority directly addressing the U.S. federal income tax consequences of the adoption of the Proposed Amendments, and receipt of the Consent Fee. In addition, no rulings have been requested from the Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal income tax consequences of the Consent Solicitation. As a result, there can be no assurance that the IRS or a court will agree with the U.S. federal income tax consequences described below.

Beneficial owners of Normal APEX are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the Consent Solicitation to them in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction.

For purposes of the following discussion, a “U.S. holder” is a beneficial owner of a Normal APEX that is for U.S. federal income tax purposes:

Although the matter is not free from doubt, Group Inc. intends to take the position that a U.S. holder recognizes ordinary income equal to the amount of any Consent Fee received. Additionally, a U.S. holder (including for this purpose any U.S. holder that exchanges Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX) should not recognize any gain or loss as a result of the adoption of the Proposed Amendments.

Each U.S. Holder is urged to consult its own tax advisor regarding the possibility of taking the position that the Consent Fee is a payment of previously accrued interest income or principal.

For purposes of the following discussion, a non-U.S. holder is a beneficial owner of a Normal APEX that is not a U.S. holder and not a partnership (or other entity classified as a partnership) for U.S. federal income tax purposes.

Although the matter is not free from doubt, Group Inc. or its withholding agent intends to treat the Consent Fee paid to any non-U.S. holder as generally subject to U.S. withholding tax. Group Inc. or its withholding agent therefore intends to withhold U.S. federal income tax from the Consent Fee paid to any non-U.S. holder at a rate of 30% unless (i) the non-U.S. holder provides a properly executed IRS Form W-8ECI certifying, under penalties of perjury, that receipt of the Consent Fee is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States or (ii) the non-U.S. holder provides a properly executed IRS Form W-8BEN establishing its entitlement to an exemption from, or a reduction in the rate of, such withholding tax under an applicable provision of an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence.

Each Non-U.S. Holder is urged to consult its own tax advisor regarding the Consent Solicitation in general and, in particular, its eligibility (if any) for an exemption from, or a reduction in the rate of, U.S. federal withholding tax under an applicable income tax treaty or otherwise; or alternatively, the possibility of taking the position that the Consent Fee is not generally subject to U.S. withholding tax.

In general, information reporting requirements will apply to the payment of the Consent Fee to U.S. holders other than certain exempt recipients (such as corporations). The Consent Fee payment may also be subject to backup withholding unless the U.S. holder (i) is a corporation or other exempt recipient and, when required, establishes this exemption or (ii) provides its correct taxpayer identification number (which, in the case of an individual, is his or her social security number), certifies that it is not currently subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. In general, a U.S. holder can satisfy these requirements by completing and submitting the IRS Form W-9 that is included in the accompanying Letter of Consent.

In general, if a Normal APEX is not held through a qualified intermediary, certain information with respect to the payment of the Consent Fee to a non-U.S. holder may be reportable on IRS Form 1042-S. In general, information reporting on an IRS Form 1099 and backup withholding will not apply to the payment of the Consent Fee to a non-U.S. holder, provided (i) the non-U.S. holder provides an applicable Form W-8, or appropriate substitute form, certifying as to its non-U.S. status, and the payor does not have actual knowledge or reason to know that the non-U.S. holder is a U.S. person or (ii) the non-U.S. holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a holder’s U.S. federal income tax liability and, if withholding results in an overpayment of tax, the holder may be entitled to a refund, provided that the required information is timely furnished to the IRS.

The Goldman Sachs Group, Inc. is required to file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). You may read and copy any documents filed by Group Inc. at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Group Inc.’s filings with the SEC are also available to the public through the SEC’s Internet site at http://www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which Group Inc.’s common stock and the Normal APEX are listed.

The SEC’s rules allow Group Inc. to “incorporate by reference” information into this Consent Solicitation Statement. This means that Group Inc. can disclose important information to you by referring you to any of the SEC filings referenced in the list below. Any information referred to in this way in this Consent Solicitation Statement is considered part of this Consent Solicitation Statement from the date Group Inc. files that document. Any reports filed by Group Inc. with the SEC on or after the date of this Consent Solicitation Statement and before the Expiration Time will automatically update and, where applicable, supersede any information contained in or incorporated by reference into this Consent Solicitation Statement.

Group, Inc. incorporates by reference into this Consent Solicitation Statement the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

(1) Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-14965);

(2) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 001-14965);

(3) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 001-14965);

(4) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (File No. 001-14965);

(5) Current Reports on Form 8-K, dated and filed on November 21, 2011, November 29, 2011, December 1, 2011 (Acc-No. 0001193125-11-326196), dated December 15, 2011 and filed on December 16, 2011 (Acc-No. 0001193125-11-342776), and dated and filed on January 18, 2012 (File No. 001-14965); and

(6) All documents filed by Group Inc. under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or after the date of this Consent Solicitation Statement and before the Expiration Time.

Group Inc. will provide without charge to each person, including any beneficial owner, to whom this Consent Solicitation Statement is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this Consent Solicitation Statement excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can request those documents from The Goldman Sachs Group, Inc., Attention: Investor Relations, 200 West Street, New York, New York 10282, telephone (212) 902-0300.

There are no statements regarding ownership of the Normal APEX filed with the SEC pursuant to Sections 13(d) or 13(g) of the Exchange Act, nor have any persons delivered to the Trust proof of ownership sufficient to allow it to determine that any beneficial owner owns more than 5% of the outstanding Normal APEX.

Pursuant to the Declaration of Trust no annual meeting of Holders is required to be held. Accordingly, SEC rules with respect to shareholder proposals that may be submitted at annual meetings are generally inapplicable to the Trust.

The SEC’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for consent solicitations with respect to two or more holders sharing the same address by delivering a single consent solicitation to those holders. This method of delivery, often referred to as householding, should reduce the amount of duplicate information that holders receive and lower printing and mailing costs for companies. Please contact the Information and Tabulation Agent to request receipt of a single copy of the solicitation statement if you share the same address as another beneficial owner of Normal APEX.

The Consent Solicitation is not being made to, and Letters of Consent will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Group Inc. may in its discretion take such action as it may deem necessary to make the Consent Solicitation in any such jurisdiction and to extend the Consent Solicitation to Holders in such jurisdiction.

There will not be a meeting of Holders of Normal APEX in connection with the Consent Solicitation and PricewaterhouseCoopers LLP, registered public accountants for Group Inc., will not be available to respond to questions relating to the Consent Solicitation.

Requests for assistance in completing and delivering the accompanying Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent and other related documents should be directed to the Information and Tabulation Agent.

IF THE PROPOSED AMENDMENTS ARE ADOPTED, THE FOLLOWING SECTIONS OF THE DECLARATION OF TRUST, THE INDENTURE AND THE COLLATERAL AGREEMENT WILL BE AMENDED AS FOLLOWS (bold and underline indicate text to be added, and ~~bold and strikethrough~~ indicate text to be deleted):

“Capital APEX Distribution Rate” means (i) from the Closing Date to but not including the Remarketing Settlement Date for a Successful Remarketing, 5.593% per annum (calculated on a 30/360 Basis), and (ii) thereafter, the weighted average rate per annum, ~~whether a fixed~~ ~~rate or a rate determined pursuant to a formula,~~ of the rate of interest on the Notes determined pursuant to the Remarketing Agreement in connection with the Remarketing (it being understood and agreed that, if there is not a Successful Remarketing of the Notes, the Capital APEX Distribution Rate pursuant to clause (i) shall remain in effect for so long as Capital APEX are outstanding).

“Capital APEX Redemption Date” means, with respect to any Capital APEX to be redeemed, the date fixed for such redemption by or pursuant to this Declaration of Trust; provided that (i) each Note Redemption Date shall be a Capital APEX Redemption Date for a Like Amount of Capital APEX and (ii) if a Successful Remarketing occurs, the ~~first Business Day after the Stock Purchase Date~~ 21st day following the Remarketing Settlement Date (or if such day shall not be a Business Day, the following Business Day) shall be a Capital APEX Redemption Date for a redemption in kind pursuant to Section 4.2(c).

“Indenture Supplement” means the Second Supplemental Indenture to the Base Indenture, dated as of May 15, 2007, ~~between the Sponsor and the Note Trustee,~~ as amended or supplemented from time to time, including without limitation by the Fourth Supplemental Indenture to the Base Indenture, dated as of the date hereof, each between the Sponsor and the Note Trustee.

“Notes” means the $1,750,010,000 initial aggregate principal amount of the Sponsor’s Remarketable Junior Subordinated Notes due 2043 issued pursuant to the Indenture. In the event the Notes are exchanged on the Remarketing Settlement Date for new Notes of one or several tranches, as the case may be, pursuant to Article III of the Indenture Supplement, “Notes” shall mean the new Notes for which they are exchanged on such date and each reference to $1,000 principal amount of Notes shall be deemed to refer to the principal amount of new Notes of each tranche for which $1,000 principal amount of Notes is so exchanged.

“Fixed Rate Reset Cap”, as of any Remarketing Settlement Date, means the prevailing market yield, as determined by the Remarketing Agent, of the benchmark U.S. Treasury Security having a remaining maturity that most closely corresponds to the period from such date until the earliest date on which the Notes may be redeemed at the option of the Company in the event of a Successful Remarketing, plus 350 basis points, or 3.50%, per annum.

“Floating Rate Reset Cap” means 300 basis points, or 3.00% per annum.

“Indenture” means the Original Indenture as originally executed, as it is supplemented and amended by the Supplemental Indenture, dated as of February 20, 2004, between the Company and the Trustee, ~~and~~ this Second Supplemental Indenture and the Fourth Supplemental Indenture and as it may from time to time be further supplemented or amended by one or more other indentures supplemental thereto entered into pursuant to the applicable provisions thereof, including, for all purposes of such instrument, this Second Supplemental Indenture, as amended and supplemented by the Fourth Supplemental Indenture, and any such other supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern such instrument, this Second Supplemental Indenture, the Fourth Supplemental Indenture and any such other supplemental indenture, respectively. The term “Indenture” shall also include the terms of ~~particular series of Securities established as contemplated by Section 301 thereof~~ the Notes.

“Remarketing Period” means the five Business Day period beginning on the seventh Business Day preceding each of May 1, 2012, August 1, 2012, November 1, 2012, February 8, 2013 and May 1, 2013 (or if any such day is not a Business Day, the next Business Day) period commencing on the date 14 days after the date of the Fourth Supplemental Indenture (or such later date as shall be determined by the Company in its absolute discretion) and ending on the third Business Day preceding June 1, 2012, and the 75-day period (or such shorter period as shall be determined by the Company in its

absolute discretion) ending on the third Business Day preceding each of September 1, 2012, December 1, 2012, March 1, 2013 and June 1, 2013 until the settlement of a Successful Remarketing, or if an Early Settlement Event shall have occurred, each of the periods determined in accordance with Section 3.4.

“Remarketing Settlement Date” means ~~May 1, 2012, August 1, 2012, November 1, 2012, February 8, 2013 and May 1, 2013 (or if any such day is not a Business Day, the next Business Day)~~ the third Business Day following the date of a Successful Remarketing or, if the Remarketing is Successful on a date that is within seven Business Days of the Stock Purchase Date, the Stock Purchase Date.

“Remarketing Value” means, in respect of a Note, the amount equal to the value on the Remarketing Settlement Date of U.S. Treasury ~~Securities~~ securities that will pay, on or prior to the Stock Purchase Date, an amount of cash equal to the principal amount of, plus the interest payable on, such Note on the next Regular Distribution Date, including any deferred interest, assuming for this purpose, even if not true, that the interest rate on the Notes remains at the rate in effect immediately prior to the Remarketing and all accrued and unpaid interest on the Notes is paid in cash on such date; provided that the Remarketing Value shall be calculated on the assumptions that (x) the U.S. Treasury ~~Securities~~ securities are highly liquid and mature on or within five Business Days prior to the Stock Purchase Date, as determined in good faith by the Remarketing Agent in a manner intended to minimize the cash value of the U.S. Treasury ~~Securities~~ securities, and (y) the U.S. Treasury ~~Securities~~ securities are valued based on the ask-side price of such U.S. Treasury ~~Securities~~ securities at a time between 9:00 A.M. and 11:00 A.M., New York City time, selected by the Remarketing Agent, on the date of Remarketing, as determined on a third-day settlement basis by a reasonable and customary means selected in good faith by the Remarketing Agent, plus accrued interest to that date; provided that if the Remarketing Settlement Date is the Stock Purchase Date, the Remarketing Value shall equal the principal amount of the Note.

“Reset Rate” means, if ~~the~~ ~~Notes~~ ~~are remarked~~ any tranche of Notes is remarketed as fixed rate notes, the rate of interest on ~~the~~ such tranche of Notes, if any, set in a Remarketing, as specified in Section 3.3(a) ~~of this Second Supplemental Indenture~~.

“Reset Spread” means, if ~~the~~ ~~Notes~~ ~~are remarked~~ any tranche of Notes is remarketed as floating rate notes, the spread, if any, set in a Remarketing with respect to such tranche of Notes, as specified in Section 3.3(a) ~~of this Second Supplemental Indenture~~.

“Stated Maturity Date” means June 1, 2043 or, with respect to any tranche of Notes, such earlier date as may be specified by the Company with respect to such tranche of Notes following a Remarketing in accordance with Article III.

In connection with Remarketings, the Company shall have the right hereunder, subject to Section 3.3(a), without the consent of any Holder of the Notes, ~~to change certain terms of the Notes as provided below in~~ this Section 3.2. At least 21 days prior to the first day of each Remarketing Period, the Company will specify the following information or decisions in a notice to the Remarketing Agent, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee (clauses (a) through (e) ~~applying only if the Remarketing is Successful and clause (f) applying only in the case of a Failed Remarketing~~ or any APEX Holders, at any time prior to the sale of the Notes in the Remarketing, to:

provided that if the Failed Remarketing occurs during an Extension Period any changed Stated Maturity Date determined pursuant to clause (i) or early redemption date determined pursuant to clause (ii) may not be earlier than the seventh anniversary of the first day of such Extension Period.

Any such ~~elections~~ changes to the terms of the Notes made by the Company pursuant to clauses (a) through ~~(e)~~ (f) shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Notes as of the Remarketing Settlement Date and any such elections made by the Company pursuant to clause ~~(f)~~ (g) in connection with a Failed Remarketing shall come into effect in respect of the Notes upon the announcement by the Company that the Final Remarketing is a Failed Remarketing.

If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Periods, for the purposes of this Section 3.4, shall be the five Business Day periods commencing on the seventh Business Day prior to a February 8, May 1, August 1 or November 1 (or if any such day is not a Business Day, the next Business Day) (which will also be a “Remarketing Settlement Date” for the purposes of this Section 3.4), and concluding with the earlier to occur of the fifth such date and a Successful Remarketing; provided that in the case of an Early Settlement Event of the type described in clause ~~(v)~~ (ii) of the definition of such term, there shall be only one Remarketing Period ~~and the Reset Rate or Reset Spread shall not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as the case may be~~, and if the Remarketing conducted on such date is not Successful, it shall be a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 1, June 1, September 1 or December 1 (or if such day is not a Business Day, the next Business Day).

Notwithstanding any provision of the Indenture to the contrary, the Company and the Trustee may enter into a supplemental indenture without the consent of any Holder of the Notes or of any APEX Holder (i) to reflect any modifications to the terms of the Notes pursuant to the terms of this Article III and to provide for the exchange of the Notes for Notes in the form reflecting such modifications and adopted pursuant to such supplemental indenture or (ii) to correct or supplement any provision in the Indenture that may be inconsistent with the Fourth Supplemental Indenture or which may be necessary in order to give effect to the amendments to the Indenture as applicable to the Notes provided for in the Fourth Supplemental Indenture.

The Custodial Agent will hold the Custody Notes in the Custody Account. For the avoidance of doubt, the Custodial Agent shall segregate on its books and records the assets of the Issuer Trust from assets held by the Custodial Agent for other customers (including the Collateral) or for the Custodial Agent itself. The

Custodial Agent shall only have the obligations expressly set forth herein and shall have no responsibility for monitoring compliance with the Declaration of Trust, the Stock Purchase Agreement or any other agreement in connection therewith. The Custodial Agent shall accept the Transfer of Notes from the Collateral Agent from time to time pursuant to Section 6.02, deliver Notes to the Collateral Agent from time to time pursuant to Section 6.03, ~~and~~ deliver Notes to the Remarketing Agent on the Remarketing Settlement Date pursuant to Section 8.03 and Transfer Notes to the Note Trustee for cancellation on the Remarketing Settlement Date and accept new Notes of one or several tranches in exchange therefor in accordance with Section 2.4(f) of the Indenture Supplement.

Questions concerning the terms of the Consent Solicitation should be directed to the Solicitation Agent:

LETTER OF CONSENT CONCERNING THE SOLICITATION OF CONSENTS FROM THE HOLDERS OF 5.793% FIXED-TO-FLOATING RATE NORMAL APEX, LIQUIDATION AMOUNT $1,000 PER SECURITY (CUSIP NO. 381427AA1)

To: Global Bondholder Services Corporation (as Information and Tabulation Agent)

The Consent Solicitation is made by The Goldman Sachs Group, Inc. (“Group Inc.”), sponsor of Goldman Sachs Capital II, a Delaware statutory trust (the “Trust”), only to Holders (as defined below) as of the Record Date (as defined below) of the 5.793% Fixed-to-Floating Rate Normal APEX, liquidation amount $1,000 per security (CUSIP No. 381427AA1) (the “Normal APEX”), issued and Outstanding pursuant to (i) the Amended and Restated Declaration of Trust of Goldman Sachs Capital II dated as of May 15, 2007 (the “Declaration of Trust”), among Group Inc., The Bank of New York Mellon, as Property Trustee (the “Property Trustee”), BNY Mellon Trust of Delaware, as Delaware Trustee (the “Delaware Trustee”), the Administrative Trustees named therein (the Property Trustee, the Delaware Trustee and the Administrative Trustees collectively, the “Trustees”) and the several Holders of the Trust Securities, (ii) the Subordinated Debt Indenture, dated as of February 20, 2004, as supplemented by the First Supplemental Indenture, dated as of February 20, 2004, and the Third Supplemental Indenture, dated as of May 15, 2007 (as so supplemented, the “Indenture”), each by and between Group Inc. and The Bank of New York Mellon, as Trustee (the “Trustee”), and (iii) the Collateral Agreement, dated as of May 15, 2007 (the “Collateral Agreement”), by and among Group Inc., U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through The Bank of New York Mellon, as Property Trustee, as more fully described in the accompanying Consent Solicitation Statement dated January 19, 2012 (the “Consent Solicitation Statement”) of Group Inc.

The term “Record Date” as used herein means 5:00 p.m., New York City time, on January 19, 2012, and the term “Holder” means each person shown on the records of the registrar for the Normal APEX as a registered holder on the Record Date. The Depository Trust Company (“DTC”) has authorized DTC Participants (“Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were the Holders of the Normal APEX held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

Holders of the Normal APEX and their duly designated proxies (“Duly Designated Proxies”) who wish to consent to the Proposed Amendments must deliver their properly completed and executed Letter of Consent by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile

transmission to the Information and Tabulation Agent (not to the Trust, Group Inc., the Trustees or the Solicitation Agent) at its address or facsimile number set forth above in accordance with the instructions set forth herein and in the Consent Solicitation Statement. However, Group Inc. reserves the right (but is not obligated) to accept any Letters of Consent received by any other reasonable means or in any form that reasonably evidences the giving of consent to the Proposed Amendments.

Only Holders or their Duly Designated Proxies are eligible to consent to the Proposed Amendments. Any beneficial owner of Normal APEX who is not a Holder of such Normal APEX must arrange with the person who is the Holder or such Holder’s assignee or nominee to (i) execute and deliver a Letter of Consent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf.

Only Holders and their Duly Designated Proxies whose properly completed and executed Letters of Consent are received by the Information and Tabulation Agent on or prior to the Expiration Time and who do not revoke their consent on or prior to the effectiveness of the Proposed Amendments will be entitled to receive the Consent Fee in the event the Proposed Amendments become effective. No other Holder will be entitled to receive the Consent Fee, but all Holders will be bound by the Proposed Amendments, if they become effective.

Subject to the terms and conditions of the Consent Solicitation Statement and this Letter of Consent, Group Inc. will pay the Consent Fee to the Consenting Holders promptly after the Expiration Time.

By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement and hereby represents and warrants that the undersigned is a Holder (or Duly Designated Proxy) of the Normal APEX indicated below and has full power and authority to take the action indicated below in respect of such Normal APEX. The undersigned will, upon request, execute and deliver any additional documents deemed by Group Inc. to be necessary or desirable to perfect the undersigned’s consent to the Proposed Amendments.

The undersigned acknowledges that the undersigned must comply with the provisions of this Letter of Consent and complete the information required herein to consent validly to the Proposed Amendments.

Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, and in accordance with this Letter of Consent, the undersigned hereby consents to the Proposed Amendments (as defined in the Consent Solicitation Statement), and to the execution of amendments to the Declaration of Trust, the Indenture and the Collateral Agreement effecting the Proposed Amendments. The undersigned acknowledges and agrees that the consent given hereby may not be revoked except in accordance with the procedures set forth herein and in the Consent Solicitation Statement (and agrees that it will not attempt to do so).

The undersigned acknowledges that the Proposed Amendments, will become effective upon receipt by the Trust of the Requisite Consents that have not been revoked in respect of the Proposed Amendments, on or prior to the Expiration Time and the execution and delivery of the amended Declaration of Trust, Indenture and Collateral Agreement by the applicable parties thereto (which may occur prior to the Expiration Time if the Requisite Consents in respect of the Proposed Amendments are received before then).

Notwithstanding the foregoing, Group Inc. reserves the right to withdraw the Consent Solicitation for any reason prior to the Expiration Time.

The undersigned acknowledges that Letters of Consent delivered pursuant to any one of the procedures described under the heading “The Consent Solicitation—Procedures for Consenting” in the Consent Solicitation

Statement and in the instructions included in this Letter of Consent will constitute a binding agreement between the undersigned and Group Inc. upon the terms and subject to the conditions of the Consent Solicitation. The undersigned hereby agrees that it will not revoke any consent it grants hereby except in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

Unless otherwise specified in the table below, this Letter of Consent relates to the total aggregate liquidation amount of Normal APEX held of record by the undersigned at the close of business on the Record Date. If this Letter of Consent relates to less than the total aggregate liquidation amount of Normal APEX so held, the undersigned must list on the table below the serial numbers (with respect to the Normal APEX not held by depositaries) and liquidation amount (in integral multiples of $1,000) of Normal APEX for which consent is given. If the space provided below is inadequate, list the certificate numbers and aggregate liquidation amounts on a separate signed schedule and affix the schedule to this Letter of Consent.

The undersigned authorizes the Information and Tabulation Agent to deliver this Letter of Consent and any proxy delivered in connection herewith to the Trust and the Trustees as evidence of the undersigned’s consent with respect to the Proposed Amendments, and authorizes and directs the Property Trustee to execute amendments to the Declaration of Trust, the Indenture and the Collateral Agreement effecting the Proposed Amendments upon receipt of the Requisite Consents that have not been revoked in respect of the Proposed Amendments on or prior to the Expiration Time.

Subject to the terms and conditions set forth herein and in the Consent Solicitation Statement, if validly executed consents from Holders or their Duly Designated Proxies representing a majority in aggregate liquidation amount Outstanding (as defined below) of Normal APEX (the “Requisite Consents”) are received on or prior to the Expiration Time and not properly revoked, Group Inc. agrees to make (directly or through its agent) a payment to each Holder or Duly Designated Proxy whose valid and effective consent is received by the Information and Tabulation Agent on or prior to the Expiration Time, is not subsequently properly revoked, and is accepted by Group Inc., a fee equal to (i) $10.00 in cash for each $1,000 in liquidation amount (the “Consent Fee”) of Normal APEX, with respect to which valid consents are received on or prior to the Expiration Time and not properly revoked.

The Consent Fee will be paid pursuant to the procedures described herein and under “The Consent Solicitation—Consent Fee” in the Consent Solicitation Statement. Subject to the satisfaction or waiver of the conditions to the Consent Solicitation, the Consent Fee will be paid only to Holders and Duly Designated Proxies whose Letters of Consent are received by the Information and Tabulation Agent on or prior to the Expiration Time and are not revoked prior to the effectiveness of the Proposed Amendments. Holders and Duly Designated Proxies whose Letters of Consent are not received by the Information and Tabulation Agent on or prior to the Expiration Time will NOT be entitled to a Consent Fee. The method of delivery of all documents, including fully executed Letters of Consent, is at the election and risk of the Holder or Duly Designated Proxy.

In order for a consent to be valid and effective, (a) the Letter of Consent must be properly completed, executed and received by the Information and Tabulation Agent on or prior to the Expiration Time and (b) the consent must not thereafter be properly revoked as provided herein and in the Consent Solicitation Statement. Payment of the Consent Fee is contingent upon (i) receipt on or prior to the Expiration Time of the Requisite Consents in respect of the Proposed Amendments, such consents not being properly revoked and (ii) the absence of any law or regulation which would, and the absence of any injunction or action or other proceeding (pending or threatened) that (in the case of any action or proceeding if adversely determined) would, make unlawful or invalid or enjoin the implementation of the Proposed Amendments or the payment of the Consent Fee or that would question the legality or validity thereof. Group Inc. will pay the Consent Fee as promptly as practicable after the Proposed Amendments becomes effective.

A soliciting dealer fee of $5.00 for each $1,000 in liquidation amount (the “Soliciting Dealer Fee”) of Normal APEX with respect to which properly executed Letters of Consent are received on or prior to the Expiration Time and not revoked, will be paid to retail brokers that are appropriately designated by their clients to receive this fee. The Soliciting Dealer Fee will be paid only to designated retail brokers that submit Letters of Consent on behalf of beneficial owners of Normal APEX in an aggregate liquidation amount of $250,000 or less. In order to be eligible to receive the Soliciting Dealer Fee, a properly completed soliciting dealer form, which is included in this Letter of Consent, must be received by the Information and Tabulation Agent prior to the Expiration Time. Group Inc. shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

As described in the Consent Solicitation Statement dated January 19, 2012, Group Inc. will pay a soliciting dealer fee of $5.00 for each $1,000 in liquidation amount of Normal APEX with respect to which properly executed Letters of Consent are received on or prior to the Expiration Time and not revoked. The Soliciting Dealer Fee will be paid only to designated retail brokers that submit Letters of Consent on behalf of beneficial owners of Normal APEX in an aggregate liquidation amount of $250,000 or less. Group Inc. shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a soliciting dealer fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Such soliciting dealer fee will be paid within a reasonable amount of time after the Expiration Time. Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

If Normal APEX specified in this Letter of Consent are held by the above signed as custodian, please complete the applicable description of Normal APEX form (see page 3) listing each beneficial owner of such Normal APEX whose consent you have solicited. Any questions as to what constitutes beneficial ownership should be directed to the Solicitation Agent.

The acceptance of compensation by such soliciting dealer will constitute a representation by it that (a) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (b) it is entitled to such compensation for such solicitation under the terms and conditions of the Consent Solicitation; (c) in soliciting a consent, it has used no solicitation materials other than those furnished by Group Inc.; and (d) if it is a foreign broker or dealer not eligible for membership in the Financial Industry Regulatory Authority (“FINRA”), it has agreed to conform to FINRA’s Rules of Fair Practice in making solicitations.

If this Letter of Consent is executed by the Holder, it must be executed in exactly the same manner as the name of the Holder appears on the Normal APEX. An authorized Participant must execute this Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Normal APEX are held of record by two or more joint Holders, all such Holders must sign the Letter of Consent. If a signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person must so indicate when signing and must submit proper evidence satisfactory to the Trust of such person’s authority to so act. If the Normal APEX are registered in different names, separate Letters of Consent must be executed covering each form of registration. If a Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to the Trust to deliver consents with respect to the applicable Normal APEX on behalf of the Holder.*

The undersigned hereby irrevocably appoints as attorney and proxy of the undersigned, with full power of substitution, to execute and deliver the Letter of Consent on which this form of proxy is set forth with respect to the Normal APEX in accordance with the terms of the Consent Solicitation described in the Consent Solicitation Statement, with all the power the undersigned would possess if consenting personally. THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST. The aggregate liquidation amount and serial numbers of Normal APEX as to which this Proxy is given are set forth below.

This proxy must be signed by the Holder(s) as their name(s) appear on the Certificates for the Normal APEX. If there are two or more Holders, each should sign. If a signatory is a corporation, please give full corporate names and have a duly authorized officer sign, stating title. If a signatory is a partnership or trust, please sign in the partnership or trust name by a duly authorized person. If signature is by a trustee, executor, administrator, guardian, attorney-in-act, officer or other person acting in a fiduciary or representative capacity, please set forth full name. See Instruction 5.

1. Delivery of this Letter of Consent. Subject to the terms and conditions set forth herein and in the Consent Solicitation Statement, a properly completed and duly executed copy of this Letter of Consent and other documents required by this Letter of Consent must be received by the Information and Tabulation Agent at its address or facsimile number set forth on the cover hereof on or prior to the Expiration Time. The method of delivery of this Letter of Consent and all other required documents to the Information and Tabulation Agent is at the risk of the Holder or Duly Designated Proxy, and the delivery will be deemed made only when actually received by the Information and Tabulation Agent. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Consent should be sent to any person other than the Information and Tabulation Agent. However, Group Inc. reserves the right (but is not obligated) to accept any Letters of Consent received by any other reasonable means or in any form that reasonably evidences the giving of consent to the Proposed Amendments.

Any beneficial owner of Normal APEX who is not a Holder of such Normal APEX must arrange with the person who is the Holder (e.g., the beneficial owner’s broker, dealer, commercial bank, trust company or other nominee institution) or such Holder’s assignee or nominee to (i) execute and deliver this Letter of Consent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf.

2. Expiration Time. The Consent Solicitation expires at 5:00 p.m., New York City time, on February 6, 2012, unless Group Inc., in its sole discretion, extends the period during which the Consent Solicitation is open, in which case the term “Expiration Time” shall mean the latest date and time as so extended. In order to extend the Expiration Time, Group Inc. will notify the Information and Tabulation Agent in writing or orally of any extension and will make a public announcement thereof, in each case prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. Group Inc. may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines in its sole discretion. Failure by any Holder, Duly Designated Proxy or beneficial owner of the Normal APEX to be so notified will not affect the extension of the Consent Solicitation.

3. Questions Regarding Validity, Form, Legality, etc. All questions as to the form of all documents and the validity and eligibility (including time of receipt) and acceptance of consents and revocations of consents of Normal APEX will be determined by Group Inc., in its sole discretion, which determination shall be final and binding. Alternative, conditional or contingent consents will not be considered valid. Group Inc. reserves the absolute right to reject any or all consents of Normal APEX that are not in proper form or the acceptance of which would, in Group Inc.’s opinion, be unlawful. Group Inc. also reserves the right to waive any defects, irregularities or conditions of consent as to the Normal APEX. A waiver of any defect or irregularity with respect to the consent in respect of one Normal APEX shall not constitute a waiver of the same or any other defect or irregularity with respect to the consent in respect of any other Normal APEX except to the extent Group Inc. may otherwise so provide. Group Inc.’s interpretations of the terms and conditions of the Consent Solicitation, including the instructions in this Letter of Consent, will be final and binding. No consent as to any Normal APEX will be deemed to have been validly made until all defects or irregularities with respect to such Normal APEX have been cured or waived by GS. All consenting Holders, by execution of this Letter of Consent or a facsimile hereof, waive any right to receive notice of the acceptance of their consent. None of the Trust, Group Inc., the Solicitation Agent, the Information and Tabulation Agent or any other person will be under any duty to give notice of any defects or irregularities in consents or will incur any liability for failure to give any such notice.

4. Holders Entitled to Consent. Only a Holder (or its Duly Designated Proxy) or another person who has complied with the procedures set forth below may execute and deliver a Letter of Consent. Any beneficial owner or registered holder of the Normal APEX who is not the Holder thereof (e.g., the beneficial owner’s broker, dealer, commercial bank, trust company or other nominee institution) must arrange with such Holder(s) or such

Holder’s assignee or nominee to (i) execute and deliver this Letter of Consent to the Information and Tabulation Agent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf. For purposes of the Consent Solicitation, the term “Holder” shall be deemed to include Participants through which a beneficial owner’s Normal APEX may be held of record as of the Record Date in DTC. A consent by a Holder or Duly Designated Proxy is a continuing consent notwithstanding that ownership of a Normal APEX has been transferred subsequent to the Record Date, unless the Holder or Duly Designated Proxy timely revokes the prior consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

5. Signatures on this Letter of Consent. If this Letter of Consent is signed by the Holder(s) of the Normal APEX with respect to which this Letter of Consent is given, the signature(s) of such Holder(s) must correspond with the name(s) as contained on the books of the register maintained by U.S. Bank National Association or as set forth in DTC’s position listing without alteration, enlargement or any change whatsoever.

If any of the Normal APEX with respect to which this Letter of Consent is given were held of record on the Record Date by two or more joint Holders, all such Holders must sign this Letter of Consent. If any Normal APEX with respect to which this Letter of Consent is given have different Holders, it will be necessary to complete, sign and submit as many separate copies of this Letter of Consent and any necessary accompanying documents as there are different Holders.

If this Letter of Consent is signed by trustees, executors, administrators, guardians, Duly Designated Proxies, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons must indicate such fact when signing and must, unless waived by Group Inc., submit evidence satisfactory to Group Inc. of their authority to so act along with this Letter of Consent.

6. Signature Guarantees. All signatures on this Letter of Consent must be guaranteed by a firm or other entity identified in Rule l7Ad-15 under the Securities Exchange Act of 1934, as amended, including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings institution that is a participant in a Securities Transfer Association recognized program (each an “Eligible Institution”). However, signatures need not be guaranteed if this Letter of Consent is given by or for the account of an Eligible Institution. If the Holder of the Normal APEX is a person other than the signer of this Letter of Consent, see Instruction 4.

7. Revocation of Consent. Any Holder (or Duly Designated Proxy) of Normal APEX as to which a consent has been given may revoke such consent as to such Normal APEX or any portion of such Normal APEX (in integral multiples of $1,000 liquidation amount) by delivering a written notice of revocation to the Information and Tabulation Agent at any time prior to receipt of the Requisite Consents and the effectiveness of the Proposed Amendments (which may occur prior to the Expiration Time). Any notice of revocation received after receipt of the Requisite Consents and the effectiveness of the Proposed Amendments will not be effective, even if received prior to the Expiration Time. The transfer of the Normal APEX after the Record Date will not have the effect of revoking any consent theretofore validly given by a Holder of such Normal APEX or Duly Designated Proxy, and each properly completed and executed Letter of Consent will be counted notwithstanding any transfer of the Normal APEX to which such consent relates, unless the procedure for revoking consents described below has been complied with.

To be effective, a notice of revocation must be in writing, must contain the name of the Holder or Duly Designated Proxy, as the case may be, the Normal APEX to which it relates, and the aggregate liquidation amount of the Normal APEX to which it relates and must be (a) signed in the same manner as the original Letter of Consent or (b) accompanied by a duly executed proxy or other authorization (in form satisfactory to GS). Revocation of consents must be sent to the Information and Tabulation Agent at its address set forth in this Letter of Consent.

To be effective, the revocation must be executed by the Holder in the same manner as the name of such Holder appears on the books of the register maintained by U.S. Bank National Association or as set forth in DTC’s position listing without alteration, enlargement or any change whatsoever. If a revocation is signed by a trustee, executor, administrator, guardian, Duly Designated Proxy, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must indicate such fact when signing and must, unless waived by Group Inc., submit with the revocation appropriate evidence of authority to execute the revocation. A revocation of the consent will be effective only as to the Normal APEX listed on the revocation and only if such revocation complies with the provisions of this Letter of Consent and the Consent Solicitation Statement. Only a Holder (or Duly Designated Proxy) is entitled to revoke a consent previously given. A beneficial owner of the Normal APEX must arrange with the Holder to execute and deliver on its behalf a revocation of any consent already given with respect to such Normal APEX. A transfer of Normal APEX after the Record Date must be accompanied by a duly executed proxy from the relevant Holder if the subsequent transferee is to have revocation rights with respect to the relevant consent to the Proposed Amendments. A purported notice of revocation that is not received by the Information and Tabulation Agent in a timely fashion and accepted by Group Inc. as a valid revocation will not be effective to revoke a consent previously given.

A revocation of a consent may not be rescinded. A Holder or Duly Designated Proxy who has delivered a revocation may thereafter deliver a new Letter of Consent by following one of the described procedures at any time prior to the Expiration Time.

8. TIN and Backup Withholding. U.S. federal income tax law generally requires that a Holder receiving the Consent Fee must provide the Information and Tabulation Agent (as payor) with such Holder’s correct TIN, or otherwise establish an exemption from backup withholding. If the Information and Tabulation Agent is not provided with the correct TIN or an adequate basis for an exemption, such Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”) and backup withholding in an amount equal to 28% of the amount of any reportable payments pursuant to the Consent Solicitation and payment of the Consent Fee. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

To prevent backup withholding, each consenting Holder that is a U.S. person must provide such Holder’s correct TIN by completing the Form W-9 set forth herein, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (a) the Holder is exempt from backup withholding, (b) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Holder that such Holder is no longer subject to backup withholding. Such Holder must also certify that such Holder is a “U.S. person” as defined under the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations.

In general, if a U.S. stockholder is an individual, the TIN is the individual’s Social Security number. If a Holder that is a U.S. person does not have a TIN, see the discussion under “How to Get a TIN” in the instructions section (the “Instructions”) on the attached Form W-9 for directions on applying for a TIN, and write “Applied For” in the space for the TIN in Part I of the Form W-9 attached herein, and sign and date the Form W-9. If the Holder does not provide such Holder’s TIN to the Information and Tabulation Agent by the date any reportable payments are due, the payments will be subject to backup withholding at a rate of 28%. Note: Writing “Applied For” on the form means that the Holder has already applied for a TIN or that such Holder intends to apply for one in the near future.

If the Normal APEX are held in more than one name or are not in the name of the actual owner, consult the Instructions for information on which TIN to report.

Exempt Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Holder that is a U.S. person should check the box titled “Exempt from backup withholding” on the Form W-9. See the Instructions for additional directions. In order for a non-U.S. holder to qualify as exempt, such person must submit a completed applicable IRS Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury attesting to such exempt status. Such form may be obtained from the Information and Tabulation Agent or the IRS at its website: www.irs.gov.

To ensure compliance with Treasury Department Circular 230, each Holder and Duly Designated Proxy is hereby notified that: (a) any discussion of U.S. federal tax issues in this Letter of Consent is not intended or written to be used, and cannot be used, by such Holder for the purpose of avoiding penalties that may be imposed on such Holder under the Internal Revenue Code; (b) any such discussion has been included by Group Inc. in connection with the promotion or marketing (within the meaning of Circular 230) by Group Inc. of the transaction or matters described herein, namely the Consent Solicitation; and (c) each such Holder should seek advice based on its particular circumstances from an independent tax advisor.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

9. Waiver of Conditions. Group Inc., subject to applicable law, expressly reserves the absolute right, in its sole discretion, to amend or waive any of the terms or conditions to the Consent Solicitation, in whole or in part, at any time and from time to time, or to terminate the Consent Solicitation prior to effectiveness of the Proposed Amendments.

10. Requests for Assistance or Additional Copies. Questions and requests for assistance relating to the procedures regarding the Consent Solicitation and requests for additional copies of the Consent Solicitation Statement and this Letter of Consent may be directed to the Information and Tabulation Agent at the address and telephone numbers below:

Print or type

See

Specific Instructions

on page 2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

Individual/sole Proprietor

C Corporation

S Corporation

Partnership

Trust/estate

¨ Limited liability company. Enter the tax classification (C = C corporation, S = S corporation, P = partnership) ^u

¨ Other (see instructions) ^u

^¨

Exempt payee

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

— The U.S. owner of a disregarded entity and not the entity,

— The U.S. grantor or other owner of a grantor trust and not the trust, and

— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 9
Broker transactions		Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 7²

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

²	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


For this type of account:			Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Requests for assistance in completing and delivery of this Letter of Consent or for additional copies of the Consent Solicitation Statement, this Letter of Consent or other related documents should be directed to the Information and Tabulation Agent:

The Goldman Sachs Group, Inc. (“Group Inc.”), the sponsor of Goldman Sachs Capital III (the “Trust”), is soliciting consents to amend certain provisions of (i) the Amended and Restated Declaration of Trust, dated as of May 15, 2007, as amended by the First Amendment to the Amended and Restated Declaration of Trust, dated as of January 6, 2012 (as so amended, the “Declaration of Trust”), of the Trust under which your Normal APEX were issued, (ii) the Subordinated Debt Indenture, dated as of February 20, 2004, as supplemented by the First Supplemental Indenture, dated as of February 20, 2004, and the Third Supplemental Indenture, dated as of May 15, 2007 (as so supplemented, the “Indenture”), each by and between Group Inc. and The Bank of New York Mellon, as Trustee (“Trustee”), and (iii) the Collateral Agreement, dated as of May 15, 2007 (the “Collateral Agreement”), by and among Group Inc., U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through The Bank of New York Mellon, as Property Trustee. The proposal is subject to approval of the holders of record (the “Holders”) as of January 19, 2012 (the “Record Date”) of a majority in aggregate liquidation amount Outstanding of our Floating Rate Normal APEX, liquidation amount $1,000 per security (the “Normal APEX”).

The purpose of the proposal is to amend the Declaration of Trust, the Indenture and the Collateral Agreement to better ensure the success of the initial remarketing of the Underlying Notes. More specifically, the purpose is to (i) increase the length of the Remarketing Periods such that the first Remarketing Period will commence 14 days following the effectiveness of the Proposed Amendments (as defined below) (or such later date as shall be determined by Group Inc. in its absolute discretion) and will end on the third Business Day preceding September 1, 2012, and each subsequent Remarketing Period will be the 75-day period (or such shorter period as shall be determined by Group Inc. in its absolute discretion) ending on the third Business Day preceding each of December 1, 2012, March 1, 2013, June 1, 2013 and September 1, 2013, (ii) provide for 14 rather than 21 days prior notice to Holders of the Normal APEX of the commencement of each Remarketing Period and to shorten from 10 to seven Business Days the period during which Holders of Normal APEX may elect to exchange their Normal APEX for Stripped APEX and Capital APEX in the event of a successful Remarketing and Holders of Capital APEX may elect to dispose of their Capital APEX in the event of a successful Remarketing, (iii) allow Group Inc. to divide the Underlying Notes into multiple tranches having different maturities, interest rates and certain other terms in order to facilitate a Remarketing, with such modifications to the terms thereof to be effective upon the completion of a Successful Remarketing, (iv) eliminate the requirement that Group Inc. issue a press release through Bloomberg Business News or other reasonable means of distribution in the event Group Inc. has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day and (v) amend the Indenture to eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate notes, the cap on the spread) that the remarketing agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings (collectively, the “Proposed Amendments”).

All capitalized terms used and not defined herein shall have the meaning ascribed to them in the attached Consent Solicitation Statement.

Your response to this solicitation is important. Failure to return the Letter of Consent will have the same effect as a vote against approval of the Proposed Amendments.

Subject to the terms and conditions set forth in this Consent Solicitation Statement, The Goldman Sachs Group, Inc. (“Group Inc.”), sponsor of Goldman Sachs Capital III, a statutory trust organized under Delaware law (the “Trust”), is hereby soliciting consents (such solicitation being referred to herein as the “Consent Solicitation”) of Holders (as defined below) as of the Record Date (as defined below) of the Trust’s Floating Rate Normal APEX, liquidation amount $1,000 per security (CUSIP No. 38144QAA7) (the “Normal APEX”), to a proposal to amend certain provisions of (i) the Amended and Restated Declaration of Trust governing the Normal APEX, dated as of May 15, 2007, as amended by the First Amendment to the Amended and Restated Declaration of Trust, dated as of January 6, 2012 (as so amended, the “Declaration of Trust”), by and among Group Inc., The Bank of New York Mellon, as Property Trustee (the “Property Trustee”), BNY Mellon Trust of Delaware, as Delaware Trustee (“Delaware Trustee”), the Administrative Trustees named therein (the Property Trustee, the Delaware Trustee and the Administrative Trustees collectively, the “Trustees”) and the holders of the trust securities, (ii) the Subordinated Debt Indenture, dated as of February 20, 2004, as supplemented by the First Supplemental Indenture, dated as of February 20, 2004, and the Third Supplemental Indenture, dated as of May 15, 2007 (as so supplemented, the “Indenture”), each by and between Group Inc. and The Bank of New York Mellon, as Trustee, and (iii) the Collateral Agreement, dated as of May 15, 2007 (the “Collateral Agreement”), by and among Group Inc., U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through the Property Trustee.

Important Notice Regarding the Availability of Consent Solicitation Materials

The purpose of the Proposed Amendments is to amend the Declaration of Trust, the Indenture and the Collateral Agreement to better ensure the success of the initial remarketing of the Underlying Notes. More specifically, the purpose is to (i) increase the length of the Remarketing Periods such that the first Remarketing Period will commence 14 days following the effectiveness of the Proposed Amendments (as defined below) (or such later date as shall be determined by Group Inc. in its absolute discretion) and will end on the third Business Day preceding September 1, 2012, and each subsequent Remarketing Period will be the 75-day period (or such shorter period as shall be determined by Group Inc. in its absolute discretion) ending on the third Business Day preceding each of December 1, 2012, March 1, 2013, June 1, 2013 and September 1, 2013, (ii) provide for 14 rather than 21 days prior notice to Holders of the Normal APEX of the commencement of each Remarketing Period and to shorten from 10 to seven Business Days the period during which Holders of Normal APEX may elect to exchange their Normal APEX for Stripped APEX and Capital APEX in the event of a successful Remarketing and Holders of Capital APEX may elect to dispose of their Capital APEX in the event of a successful Remarketing, (iii) allow Group Inc. to divide the Underlying Notes into multiple tranches having different maturities, interest rates and certain other terms in order to facilitate a Remarketing, with such modifications to the terms thereof to be effective upon the completion of a Successful Remarketing, (iv) eliminate the requirement that Group Inc. issue a press release through Bloomberg Business News or other reasonable means of distribution in the event Group Inc. has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day and (v) amend the Indenture to eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate notes, the cap on the spread) that the remarketing agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings (collectively, the “Proposed Amendments”).

For a more detailed description of the Consent Solicitation and the Proposed Amendments, see “Purpose and Effects of the Consent Solicitation” and “The Proposed Amendments” below.

Any written notice of revocation must be received prior to receipt of the Requisite Consents and the effectiveness of the Proposed Amendments (which may occur prior to the Expiration Time).

Payment of the Consent Fee is subject to satisfaction or waiver of certain conditions described below. See “The Consent Solicitation—Conditions to the Consent Solicitation; Termination” below.

The Trust is a Delaware statutory trust. Group Inc. is the sole holder of all the common securities of the Trust. The sole assets and sources of funds to make payments on the Normal APEX are the junior subordinated notes Group Inc. issued to the Trust (the “Underlying Notes”) and the stock purchase contracts (the “Stock Purchase Contracts”) issued pursuant to the stock purchase contract agreement (the “Stock Purchase Contract Agreement”) between the Trust and Group Inc. To the extent that the Trust receives interest payments on the relevant Underlying Notes or payments pursuant to the Stock Purchase Contracts, it is obligated to distribute those amounts to the holders of Normal APEX, in the form of quarterly distributions. Group Inc. provided holders of Normal APEX a guarantee in support of the Trust’s obligation to make distributions on their Normal APEX, but only to the extent the Trust has funds available for distribution.

The purpose of the Proposed Amendments is to amend the Declaration of Trust, the Indenture and the Collateral Agreement to better ensure the success of the initial remarketing of the Underlying Notes. More specifically, the purpose is to (i) increase the length of the Remarketing Periods such that the first Remarketing Period will commence 14 days following the effectiveness of the Proposed Amendments (or such later date as shall be determined by Group Inc. in its absolute discretion) and will end on the third Business Day preceding September 1, 2012, and each subsequent Remarketing Period will be the 75-day period (or such shorter period as shall be determined by Group Inc. in its absolute discretion) ending on the third Business Day preceding each of December 1, 2012, March 1, 2013, June 1, 2013 and September 1, 2013, (ii) provide for 14 rather than 21 days prior notice to Holders of the Normal APEX of the commencement of each Remarketing Period and to shorten from 10 to seven Business Days the period during which Holders of Normal APEX may elect to exchange their Normal APEX for Stripped APEX and Capital APEX in the event of a successful Remarketing and Holders of Capital APEX may elect to dispose of their Capital APEX in the event of a successful Remarketing, (iii) allow Group Inc. to divide the Underlying Notes into multiple tranches having different maturities, interest rates and certain other terms in order to facilitate a Remarketing, with such modifications to the terms thereof to be effective upon the completion of a Successful Remarketing, (iv) eliminate the requirement that Group Inc. issue a press release through Bloomberg Business News or other reasonable means of distribution in the event Group Inc. has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day and (v) amend the Indenture to eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate notes, the cap on the spread) that the remarketing agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings.

for as long as 191 days and any subsequent Remarketing Period would last for as long as 75 days. Notice of Remarketings would be provided at least 14 rather than at least 21 days prior to the commencement of the Remarketing Period and the notice you are given would provide less detailed information about changes to the maturity and other terms of the Underlying Notes that would be made upon a Successful Remarketing. Since holders may not exchange their Normal APEX for Stripped APEX and Capital APEX on any day during the 15 calendar day period leading up to and including March 1, June 1, September 1 or December 1 or during the period from 3:00 p.m., New York City time, on the second Business Day before the first day of any Remarketing Period, to but not including the Business Day after the last day of that Remarketing Period, lengthening the Remarketing Period will shorten the periods during which holders may make such exchanges and the current period would terminate shortly after the expiration of this Consent Solicitation. Group Inc. would have the right to divide the Underlying Notes into multiple tranches with different maturity dates, interest rates and certain other terms in connection with the Remarketing if the amendments are approved. Currently, Group Inc. may change the maturity and certain other terms of the Underlying Notes in connection with the Remarketing but may not subdivide them into multiple tranches. In addition, given the longer Remarketing Period, the Proposed Amendments would remove the requirement that Group Inc. issue a press release in the event it has determined on any Business Day during the Remarketing Period to postpone the Remarketing to the next Business Day. Finally, the Proposed Amendments would eliminate the cap on the interest rate (or if the Underlying Notes are remarketed as floating-rate Underlying Notes, the cap on the spread used to calculate the interest rate) that the Remarketing Agent may establish in remarketing any tranche of Underlying Notes in the first four Remarketings.

The Proposed Amendments will become effective with respect to the Normal APEX upon receipt by Group Inc. of the Requisite Consents in respect of the Proposed Amendments which have not been revoked and the execution and delivery of an amendment to each of the Declaration of Trust, the Indenture and the Collateral Agreement implementing the Proposed Amendments by the applicable parties thereto (which may occur prior to the Expiration Time if Requisite Consents in respect of the Proposed Amendments are received before then). After effectiveness of the Proposed Amendments all Holders of Normal APEX, including non-consenting Holders, and all subsequent Holders will be bound by the Proposed Amendments.

As of January 17, 2012, there are outstanding 500,000 Normal APEX, held of record by one registered holder, the nominee for DTC. Each Normal APEX entitles the holder of record to one vote in respect of the Proposed Amendments. Only Holders and Duly Designated Proxies are eligible to consent to the Proposed Amendments.

Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

Group Inc.’s acceptance of validly executed, delivered and unrevoked consents and payment of the Consent Fee with respect thereto are subject to (i) Requisite Consents having been received (and not revoked) on or prior to the Expiration Time and (ii) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened), that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin the implementation of the Proposed Amendments or the payment of the Consent Fee or that would question the legality or validity thereof.

The Letter of Consent must be executed in exactly the same manner as the name of the Holder appears on the Normal APEX. An authorized Participant must execute the Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date. If the Normal APEX are held of record by two or more joint Holders, all such Holders must sign the Letter of Consent. If a signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to Group Inc. of such person’s authority to so act. If the Normal APEX are registered in different names, separate Letters of Consent must be executed covering each form of registration. If a Letter of Consent is executed by a person other than the Holder, then such person must be a Duly Designated Proxy in order to execute the Letter of Consent on behalf of the Holder. Any beneficial owner of the Normal APEX who is not a Holder of record of such Normal APEX must arrange with the person who is the Holder of record or such Holder’s assignee or nominee (i) to execute and deliver a Letter of Consent on behalf of such beneficial owner or (ii) to deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf. For purposes of the Consent Solicitation, DTC has authorized Participants set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were Holders of the Normal APEX held of record in the name of DTC or the name of its nominee. Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

Group Inc. reserves the right to receive Letters of Consent by any other reasonable means or in any form that reasonably evidences the giving of consent.

reserves the absolute right to reject any or all consents and revocations that are not in proper form or the acceptance of which could, in the opinion of Group Inc.’s counsel, be unlawful. Group Inc. also reserves the right to waive any defects, irregularities or conditions of consent as to the Normal APEX. A waiver of any defect or irregularity with respect to the consent in respect of one Normal APEX shall not constitute a waiver of the same or any other defect or irregularity with respect to the consent in respect of any other Normal APEX except to the extent Group Inc. may otherwise so provide. Group Inc.’s interpretations of the terms and conditions of the Consent Solicitation, including the instructions in the Letter of Consent, will be final and binding. No consent as to any Normal APEX will be deemed to have been validly made until all defects or irregularities with respect to such consent have been cured or waived by Group Inc. All consenting Holders, by execution of the accompanying Letter of Consent or a facsimile thereof, waive any right to receive notice of the acceptance of their consent. None of the Trust, Group Inc., the Solicitation Agent, the Information and Tabulation Agent or any other person will be under any duty to give notice of any defects or irregularities in consents or will incur any liability for failure to give any such notice.

Holders of Normal APEX do not have dissenters’ rights with respect to the Proposed Amendments.

A Soliciting Dealer Fee of $5.00 for each $1,000 in liquidation amount of Normal APEX with respect to which properly executed Letters of Consent are received on or prior to the Expiration Time and not revoked will be paid to retail brokers that are appropriately designated by their clients to receive this fee. The Soliciting Dealer Fee will be paid only to designated retail brokers that submit Letters of Consent on behalf of beneficial owners of Normal APEX in an aggregate liquidation amount of $250,000 or less. In order to be eligible to receive the Soliciting Dealer Fee, a properly completed soliciting dealer form, which is included in the accompanying Letter of Consent, must be received by the Information and Tabulation Agent prior to the Expiration Time. Group Inc. shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

Directors and officers of Group Inc. and the Administrative Trustees of the Trust may also solicit consents.

For purposes of the following discussion, a “U.S. holder” is a beneficial owner of a Normal APEX that is for U.S. federal income tax purposes:

Each U.S. Holder is urged to consult its own tax advisor regarding the possibility of taking the position that the Consent Fee is a payment of previously accrued interest income or principal.

(1) Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 001-14965);

(2) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (File No. 001-14965);

(3) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (File No. 001-14965);

(4) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (File No. 001-14965);

As of January 17, 2012, none of the Normal APEX are held by Group Inc. or any subsidiaries of Group Inc.

IF THE PROPOSED AMENDMENTS ARE ADOPTED, THE FOLLOWING SECTIONS OF THE DECLARATION OF TRUST, THE INDENTURE AND THE COLLATERAL AGREEMENT WILL BE AMENDED AS FOLLOWS (bold and underline indicate text to be added, and ~~bold and strikethrough~~ indicate text to be deleted):

“Capital APEX Distribution Rate” means (i) from the Closing Date to but not including the Remarketing Settlement Date for a Successful Remarketing, Three-Month LIBOR plus 0.57% per annum (calculated on a an Actual/360 Basis), and (ii) thereafter, the weighted average rate per annum~~, whether a fixed rate or a rate determined pursuant to a formula,~~ of the rate of interest on the Notes determined pursuant to the Remarketing Agreement in connection with the Remarketing (it being understood and agreed that, if there is not a Successful Remarketing of the Notes, the Capital APEX Distribution Rate pursuant to clause (i) shall remain in effect for so long as Capital APEX are outstanding).

“Capital APEX Redemption Date” means, with respect to any Capital APEX to be redeemed, the date fixed for such redemption by or pursuant to this Declaration of Trust; provided that (i) each Note Redemption Date shall be a Capital APEX Redemption Date for a Like Amount of Capital APEX and (ii) if a Successful Remarketing occurs, the ~~first Business Day after the Stock Purchase Date~~ 21st day following the Remarketing Settlement Date (or if such day shall not be a Business Day, the following Business Day) shall be a Capital APEX Redemption Date for a redemption in kind pursuant to Section 4.2(c).

“Indenture Supplement” means the Third Supplemental Indenture to the Base Indenture, dated as of May 15, 2007, ~~between the Sponsor and the Note Trustee,~~ as amended or supplemented from time to time, including without limitation by the Fifth Supplemental Indenture to the Base Indenture, dated as of the date hereof, each between the Sponsor and the Note Trustee.

“Interest Rate Protection Agreement” means an interest rate swap agreement, consisting of an agreement substantially in the form of the 1992 Master Agreement (Multi-Currency-Cross Border) published by the International Swaps and Derivatives Association, Inc. and a schedule thereto containing customary provisions and confirmation, between the Issuer Trust, acting at the direction of the Sponsor, and the Swap Counterparty entered into on the date of a Successful Remarketing that occurs prior to May 30, 2012 having an effective date on March 1, 2012 (if the date of the Successful Remarketing is prior to February 28, 2012) or on June 1, 2012 (if the date of the Successful Remarketing is on or after February 28, 2012) and a termination date on September 1, 2012 (or if either such date is not a Business Day, the following Business Day), a notional amount equal to the aggregate principal amount of the Notes sold in such Remarketing, a payment date on (i) June 1, 2012 (only if the date of the Successful Remarketing is prior to February 28, 2012) on which (A) the Issuer Trust shall make a payment to the Swap Counterparty equal to the excess, if any, of the amount of a fixed-rate payment at the rate determined with respect to the interest period commencing on March 1, 2012 (or if such date is not a Business Day, the following Business Day) pursuant to clause (ii) of the definition of Remarketing Value in the Indenture Supplement (“Interim Fixed Rate Amount”) over an amount equal to a floating rate payment at Three-Month LIBOR (as defined in and determined pursuant to the Notes) for the Distribution Period commencing on March 1, 2012 (or if such date is not a Business Day, the following Business Day), calculated on the basis of a 360-day year and the actual number of days elapsed (“Interim Floating Rate Amount”), and (B) the Swap Counterparty shall make a payment to the Issuer Trust equal to the excess, if any, of the Interim Floating Rate Amount over the Interim Fixed Rate Amount and (ii) a payment date on the termination date on which (A) the Issuer Trust shall make a payment to the Swap Counterparty equal

to the excess, if any, of the amount of a fixed-rate payment at the rate determined with respect to the interest period commencing on June 1, 2012 (or if such date is not a Business Day, the following Business Day) pursuant to clause (ii) of the definition of Remarketing Value in the Indenture Supplement (“Final Fixed Rate Amount”) over an amount equal to a floating rate payment at Three-Month LIBOR (as defined in and determined pursuant to the Notes) for the Distribution Period commencing on June 1, 2012 (or if such date is not a Business Day, the following Business Day), calculated on the basis of a 360-day year and the actual number of days elapsed (“Final Floating Rate Amount”), and (B) the Swap Counterparty shall make a payment to the Issuer Trust equal to the excess, if any, of the Final Floating Rate Amount over the Final Fixed Rate Amount. The Interest Rate Protection Agreement shall incorporate the rights, privileges, protections, indemnities and immunities afforded to the Issuer Trustees hereunder and shall provide such other terms reasonably acceptable to the Issuer Trustees, including, without limitation, that (i) it is executed and delivered by any of the Issuer Trustees party thereto not individually or personally but solely in the exercise of the powers and authority conferred and vested in them under the Trust Declaration, (ii) any representations, warranties, covenants, undertakings and agreements therein made on the part of any of the Issuer Trustees party thereto are made and intended for the purpose of binding only the Issuer Trust, (iii) nothing therein contained shall be construed as creating any liability of any of the Issuer Trustees party thereto, individually or personally, to perform any covenant either expressed or implied contained therein, all such liability, if any, being expressly waived by the Swap Counterparty and any person claiming by, through or under any party thereto, (iv) under no circumstances shall any Issuer Trustee be personally liable for the payment of any obligation or expenses of the Issuer Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer Trust in the Interest Rate Protection Agreement and (v) the sole recourse of the Swap Counterparty in respect of the obligations of the Issuer Trust thereunder shall be to the Trust Property.

“Notes” means the $500,010,000 initial aggregate principal amount of the Sponsor’s Remarketable Junior Subordinated Notes due 2043 issued pursuant to the Indenture. In the event the Notes are exchanged on the Remarketing Settlement Date for new Notes of one or several tranches, as the case may be, pursuant to Article III of the Indenture Supplement, “Notes” shall mean the new Notes for which they are exchanged on such date and each reference to $1,000 principal amount of Notes shall be deemed to refer to the principal amount of new Notes of each tranche for which $1,000 principal amount of Notes is so exchanged.

“Swap Counterparty” means Goldman, Sachs & Co. or another recognized swap dealer specified by the Sponsor.

“Transaction Agreements” means each of the Stock Purchase Contract Agreement, the Collateral Agreement, the Underwriting Agreement, the Notes, the Certificate Depositary Agreement, the Remarketing Agreement, the Guarantee Agreement, the Indenture, the Common Securities Subscription Agreement, the Agent Agreement, the Remarketable Junior Subordinated Note Purchase Agreement, the Interest Rate Protection Agreement and any other agreement determined by any Issuer Trustee to be appropriate in exercising the authority, express or implied, otherwise granted to the Issuer Trustees under this Declaration of Trust.

“Trust Property” means (a) the Notes for so long as they are owned by the Issuer Trust in accordance with this Declaration of Trust, (b) the Stock Purchase Contracts, (c) the Preferred Stock once acquired by the Issuer Trust pursuant to the Stock Purchase Contracts, (d) treasury securities (that are required to be Qualifying Treasury Securities when delivered) delivered to the Property Trustee (or the Collateral Agent) pursuant to Section 5.13 or Section 5.14, (e) the rights of the Issuer Trust under the Transaction Agreements, ~~and~~ (f) the Interest Rate Protection Agreement, and (g) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Issuer Trust or the Property Trustee on behalf of the Issuer Trust pursuant to the Declaration of Trust.

The Sponsor shall have the right and, if the Sponsor shall desire that the actions be taken, the responsibility, to direct the Issuer Trust to enter into the Interest Rate Protection Agreement in connection with a Successful Remarketing and to direct the Property Trustee to make, or cause to be made, payments owed to the Swap Counterparty pursuant to the Interest Rate Protection Agreement out of the Trust Property.

“~~Fixed Rate Reset Cap~~”, as of any Remarketing Settlement Date, means the prevailing market yield, as determined by the Remarketing Agent, of the benchmark U.S. Treasury Security having a remaining maturity that most closely corresponds to the period from such date until the earliest date on which the Notes may be redeemed at the option of the Company in the event of a Successful Remarketing, plus 350 basis points, or 3.50%, per annum.

“~~Floating Rate Reset Cap~~~~” means 300 basis points, or 3.00% per annum.~~

“Indenture” means the Original Indenture as originally executed, as it is supplemented and amended by the Supplemental Indenture, dated as of February 20, 2004, between the Company and the Trustee, ~~the~~ ~~Second~~ ~~Supplemental Indenture, dated as of the date hereof and~~ this Third Supplemental Indenture and the Fifth Supplemental Indenture and as it may from time to time be further supplemented or amended by one or more other indentures supplemental thereto entered into pursuant to the applicable provisions thereof, including, for all purposes of such instrument, this Third Supplemental Indenture, as amended and supplemented by the Fifth Supplemental Indenture, and any such other supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern such instrument, this Third Supplemental Indenture, the Fifth Supplemental Indenture and any such other supplemental indenture, respectively. The term “Indenture” shall also include the terms of ~~particular series of Securities established as contemplated by Section 301 thereof~~ the Notes.

“Remarketing Period” means the five Business Day period beginning on the seventh Business Day preceding each of August 1, 2012, November 1, 2012, February 8, 2013, May 1, 2013 and August 1, 2013 (or if any such day is not a Business Day, the next Business Day) period commencing on the date 14 days after the date of the Fifth Supplemental Indenture (or such later date as shall be determined by the Company in its absolute discretion) and ending on the third Business Day preceding September 1, 2012 and the 75-day period (or such shorter period as shall be determined by the Company in its absolute discretion) ending on the third Business Day preceding each of December 1, 2012, March 1, 2013, June 1, 2013 and September 1, 2013 until the settlement of a Successful Remarketing, or if an Early Settlement Event shall have occurred, each of the periods determined in accordance with Section 3.4.

“Remarketing Settlement Date” means ~~August 1, 2012, November 1, 2012, February 8, 2013, May 1, 2013 and August 1, 2013 (or if any such day is not a Business Day, the next Business Day)~~ the third Business Day following the date of a Successful Remarketing or, if the Remarketing is Successful on a date that is within seven Business Days of the Stock Purchase Date, the Stock Purchase Date.

“Remarketing Value” means, in respect of a Note, the amount equal to the value on the Remarketing Settlement Date of U.S. Treasury ~~Securities~~ securities that will pay, on or prior to the Stock Purchase Date, an amount of cash equal to the principal amount of, plus the interest payable on, such Note on ~~the next Regular Distribution~~ ~~Date~~ each Interest Payment Date occurring after the Remarketing Settlement Date and on or prior to the Stock Purchase Date, including any deferred interest, assuming for this purpose, even if not true, that (i) the interest rate on the Notes for the Interest Period during which the Remarketing is Successful remains at the rate in effect immediately prior to the Remarketing ~~and~~, (ii) the interest rate on the Notes for any Interest Period following the Interest Period during which the Remarketing is Successful that ends prior to the Stock Purchase Date equals the forward swap rate determined by the Remarketing Agent that best approximates Three-Month LIBOR for such Interest Period on the date the Remarketing is Successful plus 0.57%, and (iii) all accrued and unpaid interest on the Notes is paid in cash on such date; provided that the Remarketing Value shall be calculated on the assumptions that (x) the U.S. Treasury ~~Securities~~ securities are highly liquid and mature on or within five Business Days prior to the Stock Purchase Date or any preceding Interest Payment Date, as applicable, as determined in good faith by the Remarketing Agent in a manner intended to minimize the cash value of the U.S. Treasury ~~Securities~~ securities, and (y) the U.S. Treasury ~~Securities~~ securities are valued based on the ask-side price of such U.S. Treasury ~~Securities~~ securities at a time between 9:00 A.M. and 11:00 A.M., New York City time, selected by the Remarketing Agent, on the date of Remarketing, as determined on a third-day settlement basis by a reasonable and customary means selected in good faith by the Remarketing Agent, plus accrued interest to that date; provided that if the Remarketing Settlement Date is the Stock Purchase Date, the Remarketing Value shall equal the principal amount of the Note.

“Reset Rate” means, if ~~the Notes are remarked~~ any tranche of Notes is remarketed as fixed rate notes, the rate of interest on ~~the~~ such tranche of Notes~~, if any,~~ set in a Remarketing, as specified in Section 3.3(a) ~~of this Third Supplemental Indenture~~.

“Reset Spread” means, if ~~the~~ ~~Notes ar~~e ~~remarked~~ any tranche of Notes is remarketed as floating rate notes, the spread, if any, set in a Remarketing with respect to such tranche of Notes, as specified in Section 3.3(a) ~~of this Third Supplemental Indenture~~.

“Stated Maturity Date” means September 1, 2043 or, with respect to any tranche of Notes, such earlier date as may be specified by the Company with respect to such tranche of Notes following a Remarketing in accordance with Article III.

In connection with Remarketings, the Company shall have the right hereunder, subject to Section 3.3(a), without the consent of any Holder of the Notes, ~~to change certain terms of the Notes as provided below in~~ this Section 3.2. At least 21 days prior to the first day of each Remarketing Period, the Company will specify the following information or decisions in a notice to the Remarketing Agent, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Issuer Trust) and the Trustee (clauses (a) through (e) applying only if the Remarketing is Successful and clause (f) applying only in the case of a Failed Remarketing or any APEX Holders, at any time prior to the sale of the Notes in the Remarketing, to:

Any such ~~elections~~ changes to the terms of the Notes made by the Company pursuant to clauses (a) through ~~(e)~~ (f) shall, upon successful completion of a Remarketing, automatically apply and come into effect in respect of the Notes as of the Remarketing Settlement Date and any such elections made by the Company pursuant to clause ~~(f)~~ (g) in connection with a Failed Remarketing shall come into effect in respect of the Notes upon the announcement by the Company that the Final Remarketing is a Failed Remarketing.

If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Periods, for the purposes of this Section 3.4, shall be the five Business Day periods commencing on the seventh Business Day prior to a February 8, May 1, August 1 or November 1 (or if any such day is not a Business Day, the next Business Day) (which will also be a “Remarketing Settlement Date” for the purposes of this Section 3.4), and concluding with the earlier to occur of the fifth such date and a Successful Remarketing; provided that in the case of an Early Settlement Event of the type described in clause ~~(v)~~ (ii) of the definition of such term, there shall be only one Remarketing Period ~~and the Reset Rate or Reset Spread shall not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as the case may be~~, and if the Remarketing conducted on such date is not Successful, it shall be a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 1, June 1, September 1 or December 1 (or if such day is not a Business Day, the next Business Day).

Notwithstanding any provision of the Indenture to the contrary, the Company and the Trustee may enter into a supplemental indenture without the consent of any Holder of the Notes or of any APEX Holder (i) to reflect any modifications to the terms of the Notes pursuant to the terms of this Article III and to provide for the exchange of the Notes for Notes in the form reflecting such modifications and adopted pursuant to such supplemental indenture or (ii) to correct or supplement any provision in the Indenture that may be inconsistent with the Fifth Supplemental Indenture or which may be necessary in order to give effect to the amendments to the Indenture as applicable to the Notes provided for in the Fifth Supplemental Indenture.

“Additional Treasury Securities” means U.S. Treasury securities purchased with the net proceeds of a Successful Remarketing (or, if the Remarketing Settlement Date for such Successful Remarketing occurs on any of the seven Business Days immediately preceding an Interim Regular Distribution Date, Permitted Investments) that, with respect to each Note sold in the Successful Remarketing, will pay on or prior to each Interim Regular Distribution Date (if any) an amount of cash equal to the interest payment scheduled to be payable on such Interim Regular Distribution Date on such Note, assuming for that purpose, even if not true, that the interest rate on such Note for the interest period with respect to which such interest payment is calculated, is equal to the interest rate used in respect of such interest period to calculate the Remarketing Value (as defined in the Indenture Supplement) and that all accrued and unpaid interest on such Note is paid in cash on each such date.

“Interim Regular Distribution Date” means, with respect to a Successful Remarketing, a Regular Distribution Date occurring after the Remarketing Settlement Date and prior to the Stock Purchase Date.

The Issuer Trust hereby appoints the Custodial Agent as Custodial Agent of the Issuer Trust to hold all of the Notes that are property of the Issuer Trust, other than the Pledged Notes (collectively, the “Custody Notes”), and Additional Treasury Securities for the benefit of the Issuer Trust and for the purposes set forth herein, and the Custodial Agent hereby accepts such appointment under the terms and conditions set forth herein.

The Custodial Agent will hold the Custody Notes and Additional Treasury Securities in the Custody Account. For the avoidance of doubt, the Custodial Agent shall segregate on its books and records the assets of the Issuer Trust from assets held by the Custodial Agent for other customers (including the Collateral) or for the Custodial Agent itself. The Custodial Agent shall only have the obligations expressly set forth herein and shall have no responsibility for monitoring compliance with the Declaration of Trust, the Stock Purchase Agreement or any other agreement in connection therewith. The Custodial Agent shall accept the Transfer of Notes from the Collateral Agent from time to time pursuant to Section 6.02, deliver Notes to the Collateral Agent from time to time pursuant to Section 6.03, ~~and~~ deliver Notes to the Remarketing Agent on the Remarketing Settlement Date pursuant to Section 8.03 and Transfer Notes to the Note Trustee for cancellation on the Remarketing Settlement Date and accept new Notes of one or several tranches in exchange therefor in accordance with Section 2.4(f) of the Indenture Supplement. The Custodial Agent shall accept the Transfer of Additional Treasury Securities from the Remarketing Agent on the Remarketing Settlement Date pursuant to Section 6.07 and deliver the Additional Treasury Securities (or any Permitted Investments purchased pursuant to the first sentence of Section 5.03(a)) or the Proceeds thereof to the Paying Agent on the Regular Distribution Date immediately preceding the Stock Purchase Date pursuant to Section 5.03(a).

Upon receipt by the Custodial Agent from the Company of notice of termination of this Agreement pursuant to Section 2.03, the Custodial Agent shall deliver the Custody Notes and Additional Treasury Securities to the Property Trustee.

The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Remarketing Treasury Securities purchased from the net proceeds of a Successful Remarketing to the Securities Intermediary for deposit into the Collateral Account. The Remarketing Agent will agree pursuant to the Remarketing Agreement to deliver the Additional Treasury Securities purchased from the net proceeds of a Successful Remarketing to the Custodial Agent for deposit into the Custodial Account.

Questions concerning the terms of the Consent Solicitation should be directed to the Solicitation Agent:

To: Global Bondholder Services Corporation (as Information and Tabulation Agent)

The Consent Solicitation is made by The Goldman Sachs Group, Inc. (“Group Inc.”), sponsor of Goldman Sachs Capital III, a Delaware statutory trust (the “Trust”), only to Holders (as defined below) as of the Record Date (as defined below) of the Floating Rate Normal APEX, liquidation amount $1,000 per security (CUSIP No. 38144QAA7) (the “Normal APEX”), issued and Outstanding pursuant to (i) the Amended and Restated Declaration of Trust of Goldman Sachs Capital III dated as of May 15, 2007, as amended by the First Amendment to the Amended and Restated Declaration of Trust, dated as of January 6, 2012 (as so amended, the “Declaration of Trust”), among Group Inc., The Bank of New York Mellon, as Property Trustee (the “Property Trustee”), BNY Mellon Trust of Delaware, as Delaware Trustee (the “Delaware Trustee”), the Administrative Trustees named therein (the Property Trustee, the Delaware Trustee and the Administrative Trustees collectively, the “Trustees”) and the several Holders of the Trust Securities, (ii) the Subordinated Debt Indenture, dated as of February 20, 2004, as supplemented by the First Supplemental Indenture, dated as of February 20, 2004, and the Third Supplemental Indenture, dated as of May 15, 2007 (as so supplemented, the “Indenture”), each by and between Group Inc. and The Bank of New York Mellon, as Trustee (the “Trustee”), and (iii) the Collateral Agreement, dated as of May 15, 2007 (the “Collateral Agreement”), by and among Group Inc., U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through The Bank of New York Mellon, as Property Trustee, as more fully described in the accompanying Consent Solicitation Statement dated January 19, 2012 (the “Consent Solicitation Statement”) of Group Inc.

Subject to the terms and conditions of the Consent Solicitation Statement and this Letter of Consent, Group Inc. will pay the Consent Fee to the Consenting Holders promptly after the Expiration Time.

The undersigned acknowledges that the undersigned must comply with the provisions of this Letter of Consent and complete the information required herein to consent validly to the Proposed Amendments.

The undersigned acknowledges that the Proposed Amendments will become effective upon receipt by the Trust of the Requisite Consents that have not been revoked in respect of the Proposed Amendments, on or prior to the Expiration Time and the execution and delivery of the amended Declaration of Trust, Indenture and Collateral Agreement by the applicable parties thereto (which may occur prior to the Expiration Time if the Requisite Consents in respect of the Proposed Amendments are received before then).

Notwithstanding the foregoing, Group Inc. reserves the right to withdraw the Consent Solicitation for any reason prior to the Expiration Time.

A soliciting dealer fee of $5.00 for each $1,000 in liquidation amount (the “Soliciting Dealer Fee”) of Normal APEX with respect to which properly executed Letters of Consent are received on or prior to the Expiration Time and not revoked, will be paid to retail brokers that are appropriately designated by their clients to receive this fee. The Soliciting Dealer Fee will be paid only to designated retail brokers that submit Letters of Consent on behalf of beneficial owners of Normal APEX in an aggregate liquidation amount of $250,000 or less. In order to be eligible to receive the Soliciting Dealer Fee, a properly completed soliciting dealer form, which is included in this Letter of Consent, must be received by the Information and Tabulation Agent prior to the Expiration Time. Group Inc. shall, in its sole discretion, determine whether a broker has satisfied the criteria for receiving a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of bona fide consents). Consenting Holders will not be obligated to pay brokerage fees or commissions to the Solicitation Agent or the Information and Tabulation Agent.

To be completed ONLY if the Consent Fee is (are) to be sent by wire transfer(s).



To be completed ONLY if the Consent Fee in respect of any consent given hereby is to be issued in the name of and sent to someone other than the undersigned.*

Issue Payment to:
Name:
		(Please Print)

Address:






		(Include Zip Code)


		Taxpayer Identification (Social Security Number)

* If payment is to be made by wire transfer, please complete the wire transfer instructions provided above.

If the Normal APEX are held in more than one name or are not in the name of the actual owner, consult the Instructions for information on which TIN to report.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

Print or type

See

Specific Instructions

on page 2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification:

Individual/sole Proprietor

C Corporation

S Corporation

Partnership

Trust/estate

¨ Limited liability company. Enter the tax classification (C = C corporation, S = S corporation, P = partnership) ^u

¨ Other (see instructions) ^u

^¨ Exempt payee

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701-7).

— The U.S. owner of a disregarded entity and not the entity,

— The U.S. grantor or other owner of a grantor trust and not the trust, and

— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

Penalties

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Exempt Payee

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.


IF the payment is for . . .		THEN the payment is exempt for . . .

Interest and dividend payments		All exempt payees except for 9

Broker transactions		Exempt payees 1 through 5 and 7 through 13. Also, C corporations.

Barter exchange transactions and patronage dividends		Exempt payees 1 through 5

Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 7²

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

²	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.


	What Name and Number To Give the Requester
For this type of account:			Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

To reduce your risk:

•

Protect your SSN,

•

Ensure your employer is protecting your SSN, and

•

Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Visit IRS.gov to learn more about identity theft and how to reduce your risk.


By Mail:	By Overnight Courier:	By Hand:
65 Broadway—Suite 404	65 Broadway—Suite 404	65 Broadway—Suite 404
New York, NY 10006	New York, NY 10006	New York, NY 10006


Name and Address of Holder	Certificate Number(s)*	Aggregate Liquidation Amount of Normal APEX**	Liquidation Amount with Respect to Which Consents are Given**










Total Liquidation Amount Consenting:			$



To be completed ONLY if the Consent Fee is (are) to be sent by wire transfer(s).

Bank Name:

City, State:

ABA or Bank Number:

Swift Code:

Account Name:

Re:


Name of Firm:

Name of Individual Broker:

Telephone Number of Broker:

Address of Broker:



Issue Check to:

Firm:

Attention:

Address:

Phone Number:

Taxpayer Identification (Social Security Number):


Please indicate below to whom the Consent Fee should be paid.


Aggregate Liquidation Amount of Normal APEX		Certificate Number(s)*



Dated:		, 2012

		PLEASE TYPE OR PRINT INFORMATION BELOW

Name(s):

Capacity:

Address:
		(Including Zip Code)


Area Code and Telephone Number:



SIGNATURE GUARANTEE by an Eligible Institution: (If Required, see Instruction 6)

		(Authorized Signature)


		(Title)


		(Name of Firm)

		Dated: , 2012


Name and Address of Holder	Certificate Number(s)*	Aggregate Liquidation Amount of Normal APEX**	Liquidation Amount with Respect to Which Consents are Given**










Total Liquidation Amount Consenting:			$


Aggregate Liquidation Amount of Normal APEX		Certificate Number(s)*