Obligation Goldman & Sachs 6.85% ( US38141GC282 ) en USD

Société émettrice Goldman & Sachs
Prix sur le marché refresh price now   103.74 %  ▼ 
Pays  Etats-unis
Code ISIN  US38141GC282 ( en USD )
Coupon 6.85% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Goldman Sachs US38141GC282 en USD 6.85%, échéance Perpétuelle


Montant Minimal /
Montant de l'émission /
Cusip 38141GC28
Notation Standard & Poor's ( S&P ) BB+ ( Spéculatif )
Prochain Coupon 10/02/2026 ( Dans 35 jours )
Description détaillée Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman & Sachs ( Etats-unis ) , en USD, avec le code ISIN US38141GC282, paye un coupon de 6.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Goldman & Sachs ( Etats-unis ) , en USD, avec le code ISIN US38141GC282, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







Filed Pursuant to Rule 424(b)(2)
Registration No. 333-269296


Prospectus Supplement to the Prospectus dated February 13,
2023.
The Goldman Sachs Group, Inc.

1,900,000 Depositary Shares
Each Representing 1/25th Interest in a Share of
6.850% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series Z



Each of the 1,900,000 depositary shares offered hereby represents a 1/25th ownership interest in a share of
perpetual 6.850% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series Z ("Series Z Preferred Stock"), $25,000 liquidation
preference per share, of The Goldman Sachs Group, Inc., deposited with HSBC Bank USA, National Association, as depositary.
The depositary shares are evidenced by depositary receipts. As a holder of depositary shares, you are entitled to al
proportional rights and preferences of the Series Z Preferred Stock (including dividend, voting, redemption and liquidation
rights). You must exercise such rights through the depositary.
Holders of Series Z Preferred Stock wil be entitled to receive dividend payments only when, as and if declared by
our board of directors or a duly authorized committee of the board, out of funds legal y available for the payment of
dividends. Any such dividends wil be payable on a non-cumulative basis semi-annual y in arrears on the 10th day of February
and August of each year, commencing on August 10, 2025. Dividends wil accrue (i) from the date of original issue to, but
excluding, February 10, 2030 at a fixed rate per annum of 6.850%, and (ii) from, and including, February 10, 2030, during
each reset period at a rate per annum equal to the five-year treasury rate as of the most recent reset dividend determination
date (as described elsewhere in this prospectus supplement) plus 2.461%. Payment of dividends on the Series Z Preferred
Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
In the event dividends are not declared on Series Z Preferred Stock for payment on any dividend payment date,
then those dividends wil not be cumulative and wil cease to accrue and be payable. If we have not declared a dividend
before the dividend payment date for any dividend period, we wil have no obligation to pay dividends accrued for that
dividend period, whether or not dividends on the Series Z Preferred Stock are declared for any future dividend period.
We may, at our option, redeem the shares of Series Z Preferred Stock (i) in whole or in part, on any dividend
payment date on or after February 10, 2030 or (ii) in whole but not in part at any time within 90 days of certain changes to
regulatory capital requirements as described under "Description of Series Z Preferred Stock--Redemption" on page S-20, in
each case, at a redemption price of $25,000 per share (equivalent to $1,000 per depositary share), plus any declared and
unpaid dividends to, but excluding, the date of redemption, without accumulation of undeclared dividends. If we redeem the
Series Z Preferred Stock, the depositary wil redeem a proportionate number of depositary shares. The Series Z Preferred
Stock wil not have voting rights, except as set forth under "Description of Series Z Preferred Stock--Voting Rights" on page
S-21.
The Series Z Preferred Stock and the depositary shares are not bank deposits and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Neither the Series Z Preferred Stock nor the depositary shares wil be listed or displayed on any securities exchange
or interdealer quotation system.
See "Risk Factors" beginning on page S-9 of this prospectus supplement to read about factors you should consider
before buying the depositary shares.


Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any
representation to the contrary is a criminal offense.




Per Depositary


Share

Total
Initial public offering price(1)

$
1,000.00
$1,900,000,000
Underwriting discount(2)

$
10.00
$ 19,000,000
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

$
990.00
$1,881,000,000
(1) The initial public offering price set forth above does not include accrued dividends, if any, that may be declared.
Dividends, if declared, wil accrue from the date of original issuance, expected to be January 24, 2025.
(2) An underwriting discount of $10.00 per depositary share (or up to $19,000,000 for al depositary shares) wil be deducted
from the proceeds paid to us by the underwriters.
The underwriters expect to deliver the depositary shares in book-entry form only, through the facilities of The
Depository Trust Company, against payment on or about January 24, 2025.
The Goldman Sachs Group, Inc. may use this prospectus supplement and the accompanying prospectus in the
initial sale of the depositary shares. In addition, Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group,
Inc. may use this prospectus supplement and the accompanying prospectus in a market- making transaction in the depositary
shares after their initial sale, and unless they inform the purchaser otherwise in the confirmation of the sale, this prospectus
supplement and accompanying prospectus are being used by them in a market-making transaction.



Goldman Sachs & Co. LLC
Academy Securities

C.L. King & Associates
CastleOak Securities, L.P.

Mischler Financial Group, Inc.
PNC Capital Markets LLC

Ramirez & Co., Inc.
TD Securities

BMO Capital Markets
Capital One Securities

RBC Capital Markets
Scotiabank

Truist Securities
US Bancorp

ABN AMRO
COMMERZBANK

ING
Lloyds Securities

Natixis
Santander

SOCIETE GENERALE
Standard Chartered Bank

ANZ Securities
BNY Capital Markets

Citizens Capital Markets
Commonwealth Bank of Australia

Fifth Third Securities
Great Pacific Securities

Huntington Capital Markets
KeyBanc Capital Markets

Mizuho
nabSecurities, LLC

Regions Securities LLC
SMBC Nikko

Telsey Advisory Group
Westpac Capital Markets LLC

CIBC Capital Markets
Desjardins Capital Markets

National Bank of Canada Financial Markets


Prospectus Supplement dated January 16, 2025.


SUMMARY INFORMATION
This summary highlights information contained in this prospectus supplement and the accompanying
prospectus. This summary is not complete and does not contain al the information you should consider before
investing in the depositary shares representing interests in our Series Z Preferred Stock.
Please note that in this prospectus supplement, references to "The Goldman Sachs Group, Inc.",
"we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include its consolidated
subsidiaries. Also, references to the "accompanying prospectus" mean the accompanying prospectus, dated
February 13, 2023, of The Goldman Sachs Group, Inc. The terms described herein supplement those described
in the accompanying prospectus, and if the terms described here are inconsistent with those described there,
the terms described here are control ing.
Issuer:
The Goldman Sachs Group, Inc.
Securities offered:
1,900,000 depositary shares each representing a 1/25th ownership
interest in a share of perpetual 6.850% Fixed-Rate Reset
Non-Cumulative Preferred Stock, Series Z, $0.01 par value, with a
liquidation preference of $25,000 per share (equivalent to $1,000 per
depositary share) of The Goldman Sachs Group, Inc. Each holder of a
depositary share wil be entitled, through the depositary, in
proportion to the applicable fraction of a share of Series Z Preferred
Stock represented by such depositary share, to al the rights and
preferences of the Series Z Preferred Stock represented thereby
(including dividend, voting, redemption and liquidation rights).

We may from time to time elect to issue additional depositary shares
representing shares of the Series Z Preferred Stock, and al the
additional shares would be deemed to form a single series with the

depositary shares representing shares of Series Z Preferred Stock
offered by this prospectus supplement; provided that we shal only
issue such additional shares if they wil be fungible for U.S. tax
purposes with al of the original y issued shares.
Dividends:
Dividends on the Series Z Preferred Stock, when, as and if declared
by our board of directors (or a duly authorized committee of the
board), wil be payable semi- annual y in arrears on the 10th day of
February and August of each year, commencing on August 10, 2025.
Dividends wil accrue on the liquidation preference amount of
$25,000 per share of the Series Z Preferred Stock (equivalent to
$1,000 per depositary share) (i) from the date of original issue to, but
excluding, February 10, 2030 (the "First Reset Date") at a fixed rate
per annum of 6.850%, and (i ) from, and including, the First Reset
Date, during each reset period, at a rate per annum equal to the
five-year treasury rate as of the most recent reset dividend
determination date (as described elsewhere in this prospectus
supplement) plus 2.461%.

S-2


A "reset date" means the First Reset Date and each date fal ing on
the fifth anniversary of the preceding reset date. Reset dates,
including the First Reset Date, wil not be adjusted for business days.
A "reset period" means the period from and including the First Reset

Date to, but excluding, the next fol owing reset date and thereafter
each period from and including each reset date to, but excluding, the
next fol owing reset date. A "reset dividend determination date"
means, in respect of any reset period, the day fal ing three business
days prior to the beginning of such reset period.

See "Description of Series Z Preferred Stock--Dividends" below for
further information on how dividends are calculated.

Any such dividends wil be distributed to holders of depositary shares

in the manner described under "Description of Depositary Shares--
Dividends and Other Distributions" below.

A dividend period is the period from and including a dividend
payment date to but excluding the next dividend payment date,

except that the initial dividend period wil commence on and include
the original issue date of the Series Z Preferred Stock and wil end on
and exclude the August 10, 2025 dividend payment date.

Dividends on shares of Series Z Preferred Stock wil not be
cumulative and wil not be mandatory. In the event dividends are not
declared on the Series Z Preferred Stock for payment in respect of
any dividend period, then such dividends shal not be cumulative and
shal cease to accrue and be payable. If our board of directors (or a

duly authorized committee of the board) has not declared a dividend
before the dividend payment date for any dividend period, we wil
have no obligation to pay dividends accrued for such dividend period
after the dividend payment date for that dividend period, whether or
not dividends on the Series Z Preferred Stock are declared for any
future dividend period.

Payment of dividends on the Series Z Preferred Stock is subject to

certain legal, regulatory and other restrictions described under
"Description of Series Z Preferred Stock--Dividends" below.

So long as any share of Series Z Preferred Stock remains
outstanding, no dividend shal be paid or declared on our common
stock or any of our other securities ranking junior to the Series Z

Preferred Stock (other than a dividend payable solely in common
stock or in such junior securities), and no common stock or other
securities ranking junior to the Series Z Preferred Stock shal be
purchased, redeemed or otherwise

S-3


acquired for consideration by us, directly or indirectly (other than as
a result of a reclassification of such junior securities for or into other
junior securities, or the exchange or conversion of one share of such
junior securities for or into another share of such junior securities),
during a dividend period, unless the ful dividends for the latest

completed dividend period on al outstanding shares of Series Z
Preferred Stock have been declared and paid, or declared and a sum
sufficient for the payment thereof has been set aside. However, the
foregoing provision shal not restrict the ability of Goldman Sachs &
Co. LLC, or any of our other affiliates, to engage in any market-
making transactions in our junior stock in the ordinary course of
business.

When dividends are not paid in ful on the shares of Series Z
Preferred Stock and any shares of other classes or series of our
securities that rank equal y with the Series Z Preferred Stock (in the
payment of dividends or in the distribution of assets on any
liquidation, dissolution or winding-up of The Goldman Sachs Group,
Inc.) for a dividend period, al dividends declared with respect to

shares of Series Z Preferred Stock and al such equal y ranking
securities for such dividend period shal be declared pro rata so that
the respective amounts of such dividends bear the same ratio to
each other as al accrued but unpaid dividends per share on the
shares of Series Z Preferred Stock for such dividend period and al
such equal y ranking securities for such dividend period bear to each
other.

Subject to the foregoing, such dividends (payable in cash, stock or
otherwise) as may be determined by the board of directors (or a duly
authorized committee of the board) may be declared and paid on our

common stock and any other securities ranking equal y with or junior
to the Series Z Preferred Stock from time to time out of any funds
legal y available for such payment, and the shares of the Series Z
Preferred Stock shal not be entitled to participate in any such
dividend.
Dividend payment dates:
The 10th day of February and August of each year, commencing on
August 10, 2025, subject to adjustment as provided below. If any
dividend payment date is not a business day (as defined below), then
the dividend with respect to that dividend payment date wil be paid
on the next succeeding business day, without interest or other
payment in respect of such delayed payment. "Business day" means
a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and
is not a day on which banking institutions in New York City are
general y authorized or obligated by law or executive order to close.
Redemption:
The Series Z Preferred Stock is perpetual and has no maturity date.
We may, at our option, redeem the shares of Series Z

S-4


Preferred Stock (i) in whole or in part, on any dividend payment date
on or after the First Reset Date or (i ) in whole but not in part at any
time within 90 days fol owing a Regulatory Capital Treatment Event
(as defined elsewhere in this prospectus supplement), in each case,

at a redemption price of $25,000 per share (equivalent to $1,000 per
depositary share), plus any declared and unpaid dividends to, but
excluding, the date of redemption, without accumulation of
undeclared dividends. If we redeem the Series Z Preferred Stock, the
depositary wil redeem a proportionate number of depositary shares.

Neither holders of Series Z Preferred Stock nor holders of depositary

shares wil have the right to require the redemption or repurchase of
the Series Z Preferred Stock.

Redemption of Series Z Preferred Stock is subject to certain legal,

regulatory and other restrictions described under "Description of
Series Z Preferred Stock-- Redemption" below.
Liquidation rights:
Upon any voluntary or involuntary liquidation, dissolution or
winding-up of The Goldman Sachs Group, Inc., holders of shares of
Series Z Preferred Stock are entitled to receive out of assets of The
Goldman Sachs Group, Inc. available for distribution to stockholders,
before any distribution of assets is made to holders of our common
stock or of any other shares of our stock ranking junior as to such a
distribution to the Series Z Preferred Stock, a liquidating distribution
in the amount of $25,000 per share (equivalent to $1,000 per
depositary share) plus any declared and unpaid dividends, without
accumulation of any undeclared dividends. Distributions wil be made
only to the extent of The Goldman Sachs Group, Inc.'s assets that are
available after satisfaction of al liabilities to creditors, if any (pro rata
as to the Series Z Preferred Stock and any other shares of our stock
ranking equal y as to such distribution).
Voting rights:
None, except with respect to certain changes in the terms of the
Series Z Preferred Stock and in the case of certain dividend
non-payments. See "Description of Series Z Preferred Stock--Voting
Rights" below. Holders of depositary shares must act through the
depositary to exercise any voting rights, as described under
"Description of Depositary Shares--Voting the Series Z Preferred
Stock" below.
Ranking:
Shares of the Series Z Preferred Stock wil rank senior to our common
stock, equal y with our previously issued Floating Rate
Non-Cumulative Preferred Stock, Series A, $25,000 liquidation
preference per share ("Series A Preferred Stock"), Floating Rate
Non-Cumulative Preferred Stock, Series C, $25,000 liquidation
preference per share ("Series C Preferred Stock"),

S-5


Floating Rate Non-Cumulative Preferred Stock, Series D, $25,000
liquidation preference per share ("Series D Preferred Stock"),
Perpetual Non-Cumulative Preferred Stock, Series E, $100,000
liquidation preference per share ("Series E Preferred Stock"),
Perpetual Non-Cumulative Preferred Stock, Series F, $100,000
liquidation preference per share ("Series F Preferred Stock"), 5.30%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series O,
$25,000 liquidation preference per share ("Series O Preferred
Stock"), 5.50% Fixed-Rate Reset Non-Cumulative Preferred Stock,
Series Q, $25,000 liquidation preference per share ("Series Q
Preferred Stock"), 4.95% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series R, $25,000 liquidation preference per share ("Series R
Preferred Stock"), 4.40% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series S, $25,000 liquidation preference per share ("Series S
Preferred Stock"), 3.80% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series T, $25,000 liquidation preference per share ("Series T
Preferred Stock"), 3.65% Fixed-Rate Reset Non-Cumulative Preferred

Stock, Series U, $25,000 liquidation preference per share ("Series U
Preferred Stock"), 4.125% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series V, $25,000 liquidation preference per share ("Series V
Preferred Stock"), 7.50% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series W, $25,000 liquidation preference share ("Series W
Preferred Stock"), 7.50% Fixed-Rate Reset Non-Cumulative Preferred
Stock, Series X, $25,000 liquidation preference share ("Series X
Preferred Stock") and 6.125% Fixed-Rate Reset Non-Cumulative
Preferred Stock, Series Y, $25,000 liquidation preference per share
("Series Y Preferred Stock") and at least equal y with each other
series of our preferred stock we may issue (except for any senior
series that may be issued with the requisite consent of the holders of
Series Z Preferred Stock), with respect to the payment of dividends
and distributions upon liquidation, dissolution or winding-up. We wil
general y be able to pay dividends and distributions upon liquidation,
dissolution or winding-up only out of lawful y available funds for such
payment (i.e., after taking account of al indebtedness and other
non-equity claims).
Maturity:
The Series Z Preferred Stock does not have any maturity date, and
we are not required to redeem the Series Z Preferred Stock.
Accordingly, the Series Z Preferred Stock wil remain outstanding
indefinitely, unless and until we decide to redeem it.
Preemptive and conversion rights: None.
Listing:
Neither the depositary shares nor the Series Z Preferred Stock wil be
listed on any securities exchange or interdealer market quotation
system.

S-6


Tax consequences:
This section supplements the discussion of U.S. federal income
taxation of the depositary shares in the accompanying prospectus
under "United States Taxation". If you are a noncorporate United
States holder, dividends paid to you on the depositary shares wil
general y be "qualified dividends" that are taxable to you at a
preferential maximum rate of 20%, provided that you hold your
shares of preferred stock for more than 60 days during the 121-day
period beginning 60 days before the ex-dividend date and meet
other holding period requirements. Please see the discussion under
"United States Taxation--Taxation of Preferred Stock and Depositary
Shares--United States Holders--Distributions on Preferred Stock" in
the accompanying prospectus for a discussion of the consequences
of dividends that are not paid out of our current or accumulated
earnings and profits.

If you are taxed as a corporation, except as described in the
accompanying prospectus under "United States Taxation--Taxation of
Preferred Stock and Depositary Shares--United States Holders--
Limitations on Dividends-Received Deduction", dividends on the

depositary shares would be eligible for the 50% dividends-received
deduction. If you are a Non-United States holder of depositary
shares, dividends paid to you wil be subject to withholding tax at a
30% rate or at a lower rate if you are eligible for the benefits of an
income tax treaty that provides for a lower rate.

As discussed under "United States Taxation--Taxation of Preferred
Stock and Depositary Shares--United States Holders--Redemption
Premium" in the accompanying prospectus, certain holders that
purchase the depositary shares at a discount to the redemption price

could be required to include a portion of such discount in income
each year. We expect that the depositary shares wil not be issued
with a discount of greater than a de minimis amount, and therefore
you should not be required to include any portion of such discount in
income prior to redemption.

As discussed in the accompanying prospectus under "United States
Taxation--Taxation of Preferred Stock and Depositary Shares--United
States Holders--Redemption of Preferred Stock", it is possible that a
redemption of your stock could be treated as a distribution for United
States federal income tax purposes. If you are a Non-United States

holder and a redemption is treated as a distribution, the redemption
payment may be subject to withholding tax at a rate of 30% to the
extent it reflects a share of The Goldman Sachs Group, Inc.'s current
or accumulated earnings and profits as determined under United
States federal income tax principles. Furthermore, if a broker or other
paying agent is unable to determine whether the

S-7


redemption should be treated as a distribution, such paying agent

may be required to withhold tax at a 30% rate on the ful amount you
receive (in which case, you may be eligible to obtain a refund of al or
a portion of any tax).

As discussed under "United States Taxation--Taxation of Preferred
Stock and Depositary Shares--Foreign Account Tax Compliance Act
(FATCA) Withholding" a 30% withholding tax could be imposed on
dividend payments on depositary shares that are received by you or
any non-U.S. person or entity that receives such income (a "non-U.S.

payee") on your behalf, unless you and each such non-U.S. payee in
the payment chain comply with the applicable information reporting,
account identification, withholding, certification and other FATCA-
related requirements. We wil not pay any additional amounts in
respect of this withholding tax, so if this withholding applies, you wil
receive less than the amount that you would have otherwise
received.

For further discussion of the tax consequences relating to the

depositary shares, see "United States Taxation--Taxation of Preferred
Stock and Depositary Shares" in the accompanying prospectus.
Use of proceeds:
We intend to use the net proceeds from the sale of the depositary
shares representing interests in the Series Z Preferred Stock to
provide additional funds for our operations and for other general
corporate purposes, which may include, but is not limited to,
repurchase or redemption of outstanding shares of our preferred
stock and related depositary shares.
Transfer agent and registrar:
HSBC Bank USA, National Association
Depositary:
HSBC Bank USA, National Association
Calculation Agent:
Goldman Sachs & Co. LLC

S-8


RISK FACTORS

An investment in the depositary shares is subject to the risks described below as wel as the risks and
considerations described in the accompanying prospectus dated February 13, 2023 and under "Risk Factors" in
Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. You should careful y
review these risks and considerations as wel as the terms of the depositary shares described herein and in the
accompanying prospectus dated February 13, 2023 before deciding whether this investment is suited to your
particular circumstances.
You are making an investment decision with regard to the depositary shares as well as the Series Z
Preferred Stock
As described in the accompanying prospectus, we are issuing fractional interests in shares of Series Z
Preferred Stock in the form of depositary shares. Accordingly, the depositary wil rely on the payments it receives
on the Series Z Preferred Stock to fund al payments on the depositary shares. You should careful y review the
information in the accompanying prospectus and in this prospectus supplement regarding both of these securities.
The Series Z Preferred Stock is equity and is subordinate to our existing and future indebtedness
The shares of Series Z Preferred Stock are equity interests in The Goldman Sachs Group, Inc. and do not
constitute indebtedness. As such, the shares of Series Z Preferred Stock wil rank junior to al indebtedness and
other non-equity claims on The Goldman Sachs Group, Inc. with respect to assets available to satisfy claims on The
Goldman Sachs Group, Inc., including in a liquidation of The Goldman Sachs Group, Inc. Additional y, unlike
indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of
preferred stock like the Series Z Preferred Stock: (1) dividends are payable only if declared by our board of directors
(or a duly authorized committee of the board), (2) as a corporation, we are subject to restrictions on payments of
dividends and redemption price out of lawful y available funds and (3) as a bank holding company, our ability to
declare and pay dividends is subject to the rules and the oversight of the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board").
The Goldman Sachs Group, Inc. has issued outstanding debt securities, the terms of which permit us to
defer interest payments from time to time provided that, if we defer interest payments, we would not be permitted
to pay dividends on any of our capital stock, including the Series Z Preferred Stock, during the deferral period.
You may not receive dividends on the Series Z Preferred Stock
Dividends on the Series Z Preferred Stock are discretionary and non-cumulative. Consequently, if our
board of directors (or a duly authorized committee of the board) does not authorize and declare a dividend for any
dividend period, holders of Series Z Preferred Stock wil not be entitled to receive any such dividend, and such
unpaid dividend wil cease to accrue and be payable. We wil have no obligation to pay dividends accrued for a
dividend period after the dividend payment date for such period if our board of directors (or a duly authorized
committee of the board) has not declared such dividend before the related dividend payment date, whether or not
dividends are declared for any subsequent dividend period with respect to the Series A Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series O Preferred
Stock, Series Q Preferred Stock, Series R Preferred Stock, Series S Preferred Stock, Series T Preferred Stock, Series U
Preferred Stock, Series V Preferred Stock, Series W Preferred Stock, Series X Preferred Stock, Series Y Preferred
Stock, Series Z Preferred Stock or any other preferred stock we may issue.

S-9